UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(x ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended January 31, 1997
---------------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
----------------- ---------------------
Commission File number 32-12095-NY
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CAROUSEL CAPITAL, INC
(Exact name of registrant as specified in charter)
Nevada 13-3436101
State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
P. O. Box 17260 Salt Lake City, Utah 84117
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (1-801-273-1203)
Securities registered pursuant to section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to section 12 (g ) of the Act:
Common Stock, par value $0.001
(Title of Class)
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 the past 90 days.
(1) Yes [X ] No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.
1
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At January 31, 1997, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of January 31, 1997, the registrant had 1,022,200 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None
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TABLE OF CONTENTS
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PART I
Page
ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTIES 4
ITEM 3. LEGAL PROCEEDINGS 4
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 5
ITEM 7. FINANCIAL STATEMENTS 6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 6
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 6
ITEM 10. EXECUTIVE COMPENSATION 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10
PART IV
ITEM 13. EXHIBITS 11
3
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ITEM 1. DESCRIPTION OF BUSINESS
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History and Organization
The Company was incorporated under the laws of the State of Nevada on February
25, 1986 with authorized capital stock of 500,000,000 shares at $0.001 par value
and on March 28, 1995 the authorized capital stock was decreased to 50,000,000
shares at $0.001 par value.
During April 1987 the Company completed a public offering and sale of 10,000
shares of it's common capital stock and as part of that sale the company issued
A and B warrants to be exercised by April 9, 1991. The warrants expired before
being exercised. During August 1996 the Company issued 1,000,000 shares of it's
common capital stock for $20,000. $19,000 was paid for an option on land. The
option expired in October 1996 as was written off as a loss.
The company completed a reverse stock split on November 28, 1995 at 1,000 for
one.
Since its inception the Company has been in the development stage and has been
engaged in seeking business opportunities and during that time the Company has
used all its assets in that effort.
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ITEM 2. DESCRIPTION OF PROPERTIES
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The Company's does not maintain any office nor does it own any property
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ITEM 3. LEGAL PROCEEDINGS
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None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
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No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended January 31, 1997.
4
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
During the past five years there has been no established trading market for the
company's common capital stock. Since its inception, the Company has not paid
any dividends on its common stock, and the Company does not anticipate that it
will pay dividends in the foreseeable future. At January 31, 1997, the Company
had 69 shareholders.
During the last reporting period the registrant sold shares of it's common stock
as outlined below;
(a) On August 19, 1996 the registrant sold 1,000,000 shares of it's common
capital stock for $20,000 cash.
(b) (1) The principal underwriter was "San Pedro
Securities" Box 87, Punta Gorda Town, Belize, Central
America.
(2) The parties purchasing the securities consisted of eight individuals or
business entities located in Belize, Central America
(c) The securities were sold for cash at $0.02 per share with no commissions or
discounts.
(d) An exemption from registration is claimed under Regulation S, Category 2,
Rule 903, and the securities were issued showing Regulation S on the face
of the certificate.
(e) The securities contained no rights of conversion or exercise.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Overview
The Company was incorporated under the laws of the State of Nevada on February
25, 1986 with authorized capital stock of 500,000,000 shares at $0.001 par value
and on March 28, 1995 the authorized capital stock was decreased to 50,000,000
shares at $0.001 par value.
During April 1987 the Company completed a public offering and sale of 10,000
shares of it's common capital stock and as part of that sale the company issued
A and B warrants to be exercised by April 9, 1991. The warrants expired before
being exercised. During August 1996 the Company sold 1,000,000 shares of it's
common capital stock for $20,000. $19.000 was paid on an option to purchase
land. The option expired in October 1996 and was written of as a loss.
The company completed a reverse stock split on November 28, 1995 at 1,000 shares
for one.
Since its inception the Company has been in the development stage and has been
engaged in seeking business opportunities and during that time the Company has
used all its assets in that effort.
Since discontinuing operations, the Company has had no business operations. The
Company intends to take advantage of any reasonable business proposal presented
which management believes will provide the Company and its stockholders with a
viable business opportunity. The board of directors will make the final approval
in determining whether to complete any acquisition, and unless required by
applicable law, the articles of incorporation or bylaws or by contract,
stockholders' approval will not be sought.
5
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The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention and will
require the Company to incur substantial costs for payment of accountants,
attorneys, and others. If a decision is made not to participate in or complete
the acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement is
reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred. In the past
the board of directors has approved a resolution authorizing the Registrant to
issue shares of its common stock as consideration for monies advanced or
services rendered on behalf of the Company.
Currently, management is not able to determine the time or resources that will
be necessary to complete the participation in or acquisition of any future
business prospect.
Liquidity and Capital Resources
As of January 31, 1997, the Company had no assets to pay its liabilities.
Results of Operations
Since the Company ceased operations in 1990, its only activity to date involves
the investigation of potential business opportunities.
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ITEM 7. FINANCIAL STATEMENTS
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The financial statements of the Company are included following the signature
page to this form 10-KSB.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
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The Company has had no disagreements with its certified public accountants with
respect to accounting practices or procedures of financial disclosure.
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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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6
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The following table sets forth as of January 31, 1997, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.
Name Age Position Director and/or Officer Since
Laura Olson 41 President and Director February 26, 1997
Brad Smith 37 Secretary and Director February 26, 1997
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual meeting of the board of directors
and is qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
Laura Olson She was born in Salt Lake City, Utah. Graduated
from Granite High School in 1973. Attended Salt
Lake Community college for one year in Fashion
Merchandising. Worked for Plywood Wholesalers
from 1974 to 1977. Self employed since 1977.
Brad Smith He was born in Salt Lake City, Utah. Graduated
from the University of Utah in 1986 with a
Bachelor of Arts in English. Self employed
insurance agent from 1982 to 1993. Serves as
board member for several corporations and is
currently self employed..
Except as indicated below, to the knowledge of management, during the past five
years, no present or former director, executive officer or person nominated to
become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following activities:
(I) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
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foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliate person, director or
employee of any investment company, or engaging in or continuing
any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgement in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
Since the Company ceased operations in 1990, the Company knows of no person, who
at any time during the subsequent fiscal years, was a director, officer,
beneficial owner of more than ten percent of any class of equity securities of
the registrant registered pursuant to Section 12 ("Reporting Person"), that
failed to file on a timely basis any reports required to be furnished pursuant
to Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the
registrant under Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.
The following table sets forth as of January 31, 1997, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.
Name Position Report to be Filed
Laura Olson President and Director Form 3
Brad Smith Secretary and Director Form 3
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ITEM 10. EXECUTIVE COMPENSATION
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Cash Compensation
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal years ended January 31, 1997, 1996, and 1995.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
None.
Other Compensation
None
Compensation of Directors
None.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a changing in
control of the Company.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth as of January 31, 1997, the name and address and
the number of shares of the Company's Common Stock, par value $0.001 per share,
held of record or beneficially by each person who held of record, or was known
by the Company to own beneficially, more than 5% of the issued and outstanding
shares of the Company's Common Stock, and the name and shareholdings of each
director and of all officers and directors as a group.
9
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Nature of Number of
Name of Person or Group Ownership (1) Shares Owned Percent
- ----------------------- -------------- ------------ -------
Officers and Directors and
Principal Shareholders:
Laura Olson Direct - -
Brad Smith Direct - -
All Officers and Directors
as a Group (3 persons) Direct - -
(1) All shares owned directly are owned beneficially and of
record, and such shareholder has sole voting, investment,
and dispositive power, unless otherwise noted.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Transactions with Management and Others
Except as indicated below, and for the periods indicated, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.
Certain Business Relationships
The transactions described below were not the result of arm's length
negotiations, but in the opinion of management, the terms of such transactions
were fair to the Company and no less favorable than could have been obtained
from unrelated parties.
At a special meeting of the board of directors held on July 1, 1993, the board
approved a resolution authorizing the Company to issue shares of common stock of
the Company as consideration to officers, directors, and affiliates for services
rendered and reimbursement of expenses incurred on behalf of the Company due to
the Company's reduced operational status and lack of funds to cover such
expenses. Pursuant to a resolution of the board of directors dated July 1, 1993,
the board authorized the issuance of 6,200,000 shares of common stock as payment
for services and expenses rendered on behalf of the Company.
Indebtedness of Management
There were not material transactions, or series of similar transactions, since
10
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the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Transactions with Promoters
The Company was organized more than five years ago therefore transactions
between the Company and its promoters or founders are not deemed to be material.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
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(a) (1) Financial Statements. The following financial statements are included
in this report:
Title of Document Page
Report of Andersen, Andersen & Strong, Certified Public Accountants 13
Balance Sheet as of January 31, 1997 14
Statements of Operations for years ended January 31, 1997 and 1996 15
Statements of Stockholders' Equity for the years ended January 31, 1997
and 1996 and from inception 16
Statements of Cash Flows for the years ended January 31, 1997 and 1996 18
Notes to Financial Statements 19
(a)(2) Financial Statement Schedules. The following financial statement
schedules are included as part of this report:
None.
(a)(3) Exhibits. The following exhibits are included as part of this report by
reference:
None.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
CAROUSEL CAPITAL, INC.
Date: March 26,1997 By /s/Laura Olson
Laura Olson, President and Director
Date: March 26, 1997 By /s/Brad Smith
Brad Smith, Secretary and Director
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Board of Directors
Carousel Capital, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Carousel Capital, Inc. (a
development stage company) at January 31, 1997, and January 31, 1996 and the
statements of operations, stockholders' equity, and cash flows for the years
ended January 31, 1997, 1996, and 1995 and the period February 25, 1986 (date of
inception) to January 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Carousel Capital, Inc. at
January 31, 1997, and January 31, 1996 and the results of its operations and its
cash flows for the years ended January 31, 1997, 1996, and 1995 and the period
February 25, 1986 (date of inception) to January 31, 1997 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has been in the development stage since its
inception and has suffered recurring losses from operations, which raises
substantial doubt about it's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/Andersen Andersen & Strong
March 24, 1997
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
BALANCE SHEETS
January 31, 1997, and January 31, 1996
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January 31, January 31,
1997 1996
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------------- ------------
Total current assets $ - $ -
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,300 $ 2,050
---------- ---------
Total current Liabilities 4,300 2,050
---------- ---------
STOCKHOLDERS' EQUITY
Common stock, 50,000,000 shares
authorized, at $0.001 par value;
1,022,200 shares issued and
outstanding at January 31, 1997;
22,200 shares at January 31, 1996
1,022 22
Capital in excess of par value 108,739 89,739
Deficit accumulated during the
development stage (114,061) (91,811)
-------- -------
Total Stockholder's deficiency (4,300) (2,050)
---------- --------
$ - $ -
============== ============
The accompanying notes are an integral part of these financial statements.
14
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended January 31, 1997, 1996
and 1995 and the Period February 25, 1986 (Date of
Inception) to January 31, 1997
- --------------------------------------------------------------------------------
February 25, 1986
January January January (Date of Inception)
1997 1996 1995 to January, 1997
------ -------- -------- ----------------
REVENUES $ - $ - $ - $ 9,783
EXPENSES $ 22,250 $ 2,050 - 123,844
--------- ------- ------- ----------
NET LOSS $ (22,250) $ (2,050) - $ (114,061)
========= ======= ======= ==========
NET LOSS PER COMMON
SHARE $ (.02) $ - $ -
========= ======= =======
The accompanying notes are an integral part of these financial statements.
15
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from February 25, 1986 (Date of Inception)
to January 31, 1997
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<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance February 25, 1986 (Date of
Inception) - $ - $ - $ -
Issuance of common stock for cash
September 17, 1986 6,000 6 5,994 -
Issuance of common stock for cash
less costs - April 9, 1987 10,000 10 77,551 -
Net income for the year ended
January 31, 1988 - - - (8,461)
---------- -------- --------- -------
Balance January 31, 1988 16,000 16 83,545 (8,461)
------ ---- -------- -------
Net loss for the year ended
January 31, 1989 - - - (23,123)
Net income for the year ended
January 31, 1990 - - - 99
Net loss for the year ended
January 31, 1991 - - - (52,076)
-------- ------ -------- ------
Balance January 31, 1991 16,000 16 83,545 (83,561)
------ --- -------- -------
Balance January 31, 1993 16,000 16 83,545 (83,561)
------ --- -------- -------
Issuance of common stock for
expenses and services -
July 1, 1993 6,200 6 6,194 -
Net loss for the year ended
January 31, 1994 - - - (6,200)
---------- ------ -------- -------
Balance January 31, 1994 22,200 22 89,739 (89,761)
------ ---- -------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from February 25, 1986 (Date of Inception)
to January 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance January 31, 1995 22,200 $ 22 $ 89,739 $ (89,761)
Net loss for the year ended
January 31, 1996 - - - (2,050)
------------------ ------------- -------------- ---------
Balance January 31, 1996 22,200 22 89,739 $ (91,811)
Issuance of common stock for
cash - August 28, 1996 1,000,000 1,000 19,000
Net loss for the year ended
January 31, 1997 - - - (22,250)
------------------ ------------- -------------- -------------
Balance January 31, 1997 1,022,200 $ 1,0 22 $ 108,739 $ (114,061)
================= ============== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
17
<PAGE>
.
CAROUSEL CAPITAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended
January 31, 1997, 1996, and 1995 and the Period from
February 25, 1986 (Date of Inception) to January 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
February 25, 1986
January January January (Date of Inception)
1997 1996 1995 to January 1997
------- -------- -------- ---------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net loss $ (22,250) $ (2,050) $ - $ (114,061)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Capital stock issued for:
Expenses and services - - - 6,200
Increase in accounts payables 2,250 2,050 - 4,300
----------- -------- --------- ------------
Net Cash Used by Operations (20,000) - - (103,561)
--------- -------- --------- ------------
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - -
-------------- -------- --------- ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common
stock 20,000 - - 103,561
---------- --------- --------- ----------
Net Increase (Decrease) in Cash
- - - -
Cash Beginning of Period - - - -
-------------- ---------- ---------- -----------
Cash End of Period $ - $ - $ - $ -
=============== ========= ========== ===========
</TABLE>
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 6,200 common shares for expenses - 1993 $ 6,200
The accompanying notes are an integral part of these financial statements.
18
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on February
25, 1986 with authorized capital stock of 500,000,000 shares at $0.001 par
value. On March 28, 1995 the authorized capital stock was decreased to
50,000,000 shares at $0.001 par value.
During April 1987 the Company completed a public offering and sale of 10,000
shares of it's common capital stock and as part of that sale the Company issued
A and B warrants to be exercised by April 9, 1991. The warrants expired before
being exercised.
The Company completed a reverse stock split on November 28, 1995 at 1,000 shares
for one. This report has been prepared showing after stock split shares from
inception.
Since inception the Company has been in the development stage and has been
engaged in seeking business opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
At January 31, 1997, the Company had a net operating loss carry forward totaling
$114,061. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve, because the use of the future tax benefit is undeterminable
since the Company has no operations.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding after the reverse stock split.
19
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CAROUSEL CAPITAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
3. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding which will enable the Company to continue operations into the
future.
Management recognizes that, if it is unable to raise additional capital, the
Company cannot conduct operations in the future.
20
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0
0
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