<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 000-22865
VERSAILLES CAPITAL CORPORATION
--------------------------------------------
(Exact name of small business issuer
as specified in its charter)
Colorado 84-1044910
- --------------------------------- -------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
370 17th Street, Suite 2350, Denver, Colorado 80202
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 595-3300
-----------------------------------
(Registrant's telephone number, including area code)
-----------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 1998, Registrant had 1,284,116 shares of common stock,
$.05 par value, outstanding.
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<PAGE>
INDEX
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Page
Number
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Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of September 30, 1998
and March 31, 1998 2
Statements of Operations, Three Months Ended
September 30, 1998 3
Statements of Operations, Six Months Ended
September 30, 1998 4
Statements of Cash Flows, Three Months Ended
September 30, 1998 5
Statements of Cash Flows, Six Months Ended
September 30, 1998 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations 8
Part II. Other Information 9
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, March 31,
1998 1998
------------- -------------
<S> <C> <C>
ASSETS
------
Current Assets
Cash $ - $ -
------------- -------------
Total Current Assets - -
Total Assets $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
Current Liabilities:
Accounts payable $ 8,992 $ 11,690
Advances from stockholders 12,245 7,461
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Total Current Liabilities 21,237 19,151
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Stockholders' (Deficit):
Preferred Stock, $.10 par value,
50,000,000 shares authorized,
none issued and outstanding - -
Common Stock, $.05 par value,
100,000,000 shares authorized,
1,284,116 shares issued and outstanding 64,206 64,206
Additional paid-in capital 447,691 447,691
Accumulated (deficit) (533,134) (531,048)
------------- -------------
Total Stockholders' (Deficit) (21,237) (19,151)
------------- -------------
Total Liabilities and Stockholders' (Deficit) $ - $ -
============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
Revenues $ -
-------------
Operating Expenses:
Professional fees (500)
Other 150
-------------
Total Operating Expenses (350)
-------------
Net Income $ 350
-------------
Per Share $ nil
=============
Weighted Average Number of Shares Outstanding 1,284,116
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Six Months Ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
Revenues $ -
-------------
Operating Expenses:
Professional fees 1,500
Other 586
-------------
Total Operating Expenses 2,086
-------------
Net Income $ (2,086)
-------------
Per Share $ nil
=============
Weighted Average Number of Shares Outstanding 1,284,116
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
Cash Flows Operating Activities:
Net income $ (350)
(Decrease) in accounts payable (1,600)
-------------
Net Cash (Used in) Operating Activities (1,250)
-------------
Cash Flows from Investing Activities -
-------------
Cash Flows from Financing Activities:
Advances from related party 1,250
-------------
Net Cash Provided by Financing Activities 1,250
-------------
Increase in Cash -
Cash, Beginning of Period -
-------------
Cash, End of Period $ -
=============
Interest Paid $ -
=============
Income Taxes Paid $ -
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
Cash Flows Operating Activities:
Net (loss) $ (2,086)
(Decrease) in accounts payable (2,698)
-------------
Net Cash (Used in) Operating Activities (4,784)
-------------
Cash Flows from Investing Activities -
-------------
Cash Flows from Financing Activities:
Advances from related party 4,784
-------------
Net Cash Provided by Financing Activities 4,784
-------------
Increase in Cash -
Cash, Beginning of Period -
-------------
Cash, End of Period $ -
=============
Interest Paid $ -
=============
Income Taxes Paid $ -
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
VERSAILLES CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 (Unaudited)
(1) Condensed Financial Statements
------------------------------
The financial statements included herein have been prepared by Versailles
Capital Corporation without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting principles have
been condensed or omitted as allowed by such rules and regulations, and
Versailles Capital Corporation believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the March 31, 1998
audited financial statements and the accompanying notes thereto. While
management believes the procedures followed in preparing these financial
statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that
will be accomplished by Versailles Capital Corporation later in the year.
The management of Versailles Capital Corporation believes that the
accompanying unaudited condensed financial statements contain all
adjustments (including normal recurring adjustments) necessary to present
fairly the operations and cash flows for the periods presented.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Versailles Capital Corporation (the "Company") was organized as a Colorado
corporation on December 31, 1986, in order to evaluate, structure and complete
a merger with, or acquisition of, prospects consisting of private companies,
partnerships of sole proprietorships. The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area
in seeking out opportunities. Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger. The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended September 30, 1998,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At September 30, 1998, the Company had no material commitments for capital
expenditures.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
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None.
Item 3. Defaults upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibits:
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K:
None.
<PAGE>
<PAGE> 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, thereunto duly authorized.
VERSAILLES CAPITAL CORPORATION
Date: November 16, 1998 By: /s/ David C. Walters
----------------- -------------------------------------
David C. Walters, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 3-5 OF THE COMPANY'S FORM 10-QSB/A-1 FOR THE SIX MONTHS ENDED SEPTEMBER
30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 21,237
<BONDS> 0
0
0
<COMMON> 64,206
<OTHER-SE> (85,443)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,086)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,086)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,086)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
