<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
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
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1044910
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
370 17th Street, Suite 2350, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
(303) 595-3300
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(Registrant's telephone number, including area code)
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(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 December 31, 1997, Registrant had 1,284,116 shares of common stock,
$.05 par value, outstanding.
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INDEX
Page
Number
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Part I. Financial Information
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Item I. Financial Statements
Balance Sheets as of December 31, 1997
and March 31, 1997 2
Statements of Operations, Three Months
Ended December 31, 1997 3
Statements of Operations, Nine Months
Ended December 31, 1997 4
Statements of Cash Flows, Three Months
Ended December 31, 1997 5
Statements of Cash Flows, Nine Months
Ended December 31, 1997 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
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<TABLE>
VERSAILLES CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
December 31 March 31
1997 1997
------------ -----------
<S> <C> <C>
Assets
- ------
Current Assets
Cash $ - $ -
------------ -----------
Total Current Assets - -
Total Assets $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
- ---------------------------------------
Current Liabilities:
Accounts payable $ 14,375 $ 10,194
Advances from stockholders 7,461 2,000
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Total Current Liabilities 21,836 12,194
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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) (533,733) (524,091)
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Total Stockholders' (Deficit) (21,836) (12,194)
------------ -----------
Total Liabilities and Stockholders' (Deficit) $ - $ -
============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<TABLE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended December 31, 1997
<S> <C>
Revenues $ -
------------
Operating Expenses:
Professional fees 500
Other 150
------------
Total Operating Expenses 650
------------
Net Income $ (650)
------------
Per Share $ nil
============
Weighted Average Number of Shares
Outstanding 1,284,116
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<TABLE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Nine Months Ended December 31, 1997
<S> <C>
Revenues $ -
------------
Operating Expenses:
Professional fees 3,170
Other 6,472
------------
Total Operating Expenses 9,642
------------
Net Income $ (9,642)
------------
Per Share $ (.01)
============
Weighted Average Number of Shares
Outstanding 1,284,116
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<TABLE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended December 31, 1997
<S> <C>
Cash Flows Operating Activities:
Net (loss) $ (650)
Increase in accounts payable 650
------------
Net Cash (Used in) Operating
Activities -
------------
Cash Flows from Investing Activities -
------------
Cash Flows from Financing Activities -
------------
(Decrease) 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>
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<TABLE>
VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended December 31, 1997
<S> <C>
Cash Flows Operating Activities:
Net (loss) $ (9,642)
Increase in accounts payable 4,181
Increase in advances from
stockholders 5,461
------------
Net Cash (Used in) Operating
Activities -
------------
Cash Flows from Investing Activities -
------------
Cash Flows from Financing Activities -
------------
(Decrease) 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.
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VERSAILLES CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 (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, 1997 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 respect's 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.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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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 December 31,
1997, 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 December 31, 1997, the Company had no material commitments for capital
expenditures.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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None.
Item 2. Changes in Securities
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None.
Item 3. Defaults upon Senior Securities
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None.
Item 4. Submission of Matters to a Vote of Security Holders
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None.
Item 5. Other Information
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None.
Item 6. Exhibits and Reports on Form 8-K
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None.
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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: February 13, 1998 By: /s/ David C. Walters
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David C. Walters, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM
10-Q-SB FOR THE NINE MONTHS ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 21,836
<BONDS> 0
0
0
<COMMON> 64,206
<OTHER-SE> (86,042)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,642
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,642)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,642)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,642)
<EPS-PRIMARY> (.008)
<EPS-DILUTED> (.008)
</TABLE>
