U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
x Quarterly report under Section 13, or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended January 31, 2000
o Transition report under Section 13 or 15 (d) of the Exchange
Act
For the transition period from ________________ to
_________________
Commission file number 33-10894
FORME CAPITAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 75-2180652
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices)
(972) 386-8907
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for past 90 days.
x Yes o No
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
o Yes o No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
11,503,900, common stock, $.001 par value.
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Consolidated Balance
Sheets 3
Consolidated Statements of
Operations 5
Consolidated Statements of
Cash Flows 7
Notes to Consolidated
Financial Statements
(unaudited) 9
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 9
Part II OTHER INFORMATION 10
2 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
<TABLE>
<S> <C> <C>
ASSETS
January 31, 2000 April 30, 1999
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 182,152 $ 8,542
Total current assets 182,152 8,542
PROPERTY AND EQUIPMENT - at cost:
Furniture, fixtures and equipment 40,057 4,317
Less accumulated depreciation (432) (432)
$ 39,625 $ 3,885
OTHER ASSETS
Loans receivable-related party - 155,118
Loan receivable - 189,014
Investments-Art 823,517 431,884
Available for sale securities
including allowance
for change in market value
of $276,805 - -
823,517 776,016
TOTAL ASSETS $1,045,294 $788,443
</TABLE>
See accompanying notes to these consolidated financial statements.
3 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(continued)
<TABLE>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
January 31, 2000 April 30, 1999
(Unaudited) (Audited)
CURRENT LIABILITIES:
Account payable $ 3,382 $ 3,303
Notes - related parties 297,085 100,000
Accrued expenses 3,000 3,000
Taxes payable 1,629 8,362
Total current liabilities 305,097 114,665
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 100,000,000
shares authorized:
21,495 shares of Series A issued
and outstanding - 215
50,000 shares of Series B issued
and outstanding - 500
466,571 shares of Series C issued
and outstanding - 4,666
390,000 shares of Series D issued
and outstanding - 3,900
249 shares of Series W issued
and outstanding 2 2
258,000 shares of Series F issued
and outstanding 2,580 2,580
Common stock $.001 par value, 25,000,000
shares
authorized 11,503,900 shares issued
and outstanding 11,504 11,500
Capital in excess of par value 1,265,223 1,265,223
Accumulated other comprehensive income:
Unrealized loss on securities
available for sale - (276,805)
Retained earnings (deficit) (539,112) (338,003)
740,197 673,778
$ 1,045,294 $ 788,443
</TABLE>
See accompanying notes to these consolidated financial statements.
4 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C>
Three Months Ended
January 31,
2000 1999
REVENUES:
Administrative services $ - $ -
Sale of Investment - -
Total Revenue - -
COSTS AND EXPENSES:
Net cost of investment - -
General and administrative 96,181 140,259
Depreciation - -
Interest expense 3,500 -
99,681 140,259
INCOME (LOSS) FROM OPERATIONS (99,681) (140,259)
OTHER INCOME:
Interest income 14,110 697
Gain on Sale of Securities 1,219 -
NET PROFIT (LOSS) FROM OPERATIONS (84,352) (139,562)
DIVIDENDS ON PREFERRED STOCK (4,800) (4,800)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $(89,152) $ (144,362)
NET PROFIT (LOSS) PER COMMON SHARE $ (.008) $ (.013)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,500,000 11,500,000
</TABLE>
5 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C>
Nine months Ended
January 31,
2000 1999
REVENUES:
Administrative services $ 403,000 $ -
Sale of Investment - 787,985
Total Revenue 403,000 787,985
COSTS AND EXPENSES:
Net cost of investment - 309,251
General and administrative 332,561 280,750
Depreciation - 5,322
Interest expense 10,406 3,289
342,907 598,612
INCOME (LOSS) FROM OPERATIONS 60,033 189,373
OTHER INCOME:
Interest income 18,333 3,097
NET PROFIT (LOSS) FROM OPERATIONS 78,366 192,468
DIVIDENDS ON PREFERRED STOCK (14,400) (9,600)
NET PROFIT (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $ 63,966 $ 182,868
NET PROFIT (LOSS) PER COMMON SHARE $ .005 $ .016
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,500,000 11,500,000
</TABLE>
See accompanying notes to these consolidated financial statements.
6 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C>
Nine Months Ended
January 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 63,966 $ 182,868
Adjustments to reconcile net profit to net cash from operating
activities:
Depreciation and amortization - 5,322
(Gain) loss on disposal of assets - (478,733)
Change in assets and liabilities, net of
effects from purchase of subsidiaries:
Notes Payable 189,661 -
Increase (decrease) accounts payable
and accrued expenses 3,382 (6,057)
Net cash (used) provided by
operating activities 257,010 (296,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase (decrease) in note payable - (100,000)
Increase (decrease) in loan receivable 348,134 (493,000)
Purchase of property and equipment (35,739) (2,700)
Sale (Purchase) of investment art (391,633) (63,701)
Sale (Purchase) of marketable securities - (26,754)
Proceeds from sale of marketable securities - -
Proceeds from sale of investment - 787,985
Net cash from investing activities (79,238) 101,830
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Securities 18,562 -
Dividends paid to preferred shareholder (14,400) (9,600)
Net cash used by financing activities (4,162) (9,600)
NET INCREASE (DECREASE) IN CASH 173,610 (119,131)
CASH AT BEGINNING OF PERIOD 8,542 126,611
CASH AT END OF PERIOD $ 182,152 $ 7,480
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 3,500 $ 3,291
Cash paid for taxes $ 51,190 $ 40,081
</TABLE>
7 <PAGE>
<TABLE>
<S> <C> <C>
NONCASH INVESTING AND FINANCING ACTIVITIES
Nine months Ended
January 31,
2000 1999
During the period under review,
Registrant issued 249 Preferred Shares, Series W
valued at $10,000 each in exchange for Wincroft,
Inc. restricted common stock - 249,000
During the period under review,
Registrant purchased for cancellation the Preferred
Series D by the issuance of 3,900 new restricted
common shares - -
</TABLE>
See accompanying notes to these consolidated financial statements.
8 <PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
have been included. These statements should be read in conjunction
with the audited financial statements and notes thereto included in
the Registrant's annual 10-KSB filing for the year ended April 30,
1999.
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
The nine months ended January 31, 2000 showed a profit of $63,966
compared with $182,868. The profit was due to consulting and
administrative services received. Such consulting and administrative
services are provided on an irregular basis and are not necessary
indicative of services revenues that might be received in future
periods. The Company purchased for cancellation the 21,495 Series A
Preferred, the 50,000 Series B Preferred, and the 466,571 Series C
Preferred for par value of $.01 per share from Camelot Corporation
for a total of $5,381. The 390,000 Series D Preferred were purchased
for cancellation by the issuance of 3,900 new restricted common
shares. Registrant continues to invest in antique art, and has
launched its Internet website victorian-paintings.com. General and
administrative expenses for the nine month period were $332,561
compared with $280,750, and resulted from increased activities
relating to victorian-paintings.com.
Liquidity and Capital Resources
The Registrant's present needs for liquidity principally relates to
its obligations for its working capital. Management believes that
the Registrant has sufficient liquidity for its needs for the next
twelve months, but Registrant will need to develop its operations to
fund its expenses. At present the Registrant has no material sources
for external liquidity other than loans from affiliated companies or
its Directors.
Year 2000 Readiness Disclosure
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The issue is whether computer systems will properly
recognize date-sensitive information when the year changes to 2000.
The Company presently believes that the Year 2000 issue will not
pose significant operational problems for the Company's computer
systems and will not have a material adverse effect on the
Company's financial condition or results of operations.
9 <PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a)Exhibits:
(1) Articles of
Incorporation: Incorporated by reference to
Registration Statement filed
on April 10, 1987;
File No. 33-10894
(2) Bylaws: Incorporated by reference as
immediately above.
(b)Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
FORME CAPITAL, INC.
(Registrant)
By: /s/ Daniel Wettreich
DANIEL WETTREICH, PRESIDENT
Date: March 14, 2000
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] APR-30-2000
[PERIOD-END] JAN-31-2000
[CASH] 182152
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 182152
[PP&E] 39625
[DEPRECIATION] 0
[TOTAL-ASSETS] 1045294
[CURRENT-LIABILITIES] 305097
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 2582
[COMMON] 11504
[OTHER-SE] 726111
[TOTAL-LIABILITY-AND-EQUITY] 1045294
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 342907
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 10406
[INCOME-PRETAX] 63966
[INCOME-TAX] 63966
[INCOME-CONTINUING] 63966
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 63966
[EPS-BASIC] (.005)
[EPS-DILUTED] (.005)
</TABLE>
