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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period Ended December 31, 1998
Commission File No. 0-22865
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 of (IRS Employer Identification Number)
Incorporation or Organization)
1200 17th Street, Suite 1000, Denver, Colorado 80202
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(Address of Principal Executive Offices including zip code)
(303) 595-3300
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(Issuer's telephone number)
370 17th Street, Suite 2350, Denver, Colorado 80202
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Issuer (1) has 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.
Yes [ X ] No [ ]
There were 1,284,116 shares of the Registrant's $.05 par value Common Stock
outstanding as of December 31, 1998.
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VERSAILLES CAPITAL CORPORATION
FORM 10-QSB
INDEX
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Part I. Financial Information
Item 1. Financial Statements Page
Balance Sheet - December 31, 1998 and March 31, 1998 3
Statement of Operations - Three Months ended
ended December 31, 1998 and 1997 4
Statement of Operations - Nine Months ended
ended December 31, 1998 and 1997 5
Statement of Cash Flows - Three Months ended
December 31, 1998 and 1997 6
Statement of Cash Flows - Nine Months ended
December 31, 1998 and 1997 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information and Signatures 10
Signatures 11
2
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VERSAILLES CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
ASSETS
December 31, March 31,
1998 1998
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Current Assets
Cash $ - $ -
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Total Current Assets - -
Total Assets $ - $ -
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 495 $ 11,690
Advances from stockholders - 7,461
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Total Current Liabilities 495 19,151
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Stockholders' Equity:
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 469,178 447,691
Accumulated (deficit) (533,879) (531,048)
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Total Stockholders' Equity 495 (19,151)
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Total Liabilities and Stockholders'
Equity $ - $ -
========= =========
The accompanying notes are an integral part of the financial statements.
3
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VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three months Three months
Ended Ended
December 31, December 31,
1998 1997
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Revenues $ - $ -
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Operating Expenses:
Professional fees 745 500
Other - 150
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Total Operating Expenses 745 650
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Net Income $ (745) $ (650)
Per Share $ nil $ nil
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Weighted Average Number of Shares
Outstanding 1,284,116 1,284,116
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The accompanying notes are an integral part of the financial statements.
4
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VERSAILLES CAPITAL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Nine months Nine months
Ended Ended
December 31, December 31,
1998 1997
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Revenues $ - $ -
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Operating Expenses:
Professional fees 2,245 3,170
Other 586 6,472
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Total Operating Expenses 2,831 9,642
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Net Income $ (2,831) $ (9,642)
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Per Share $ nil $ (.01)
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Weighted Average Number of Shares
Outstanding 1,284,116 1,284,116
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The accompanying notes are an integral part of the financial statements.
5
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VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three months Three months
Ended Ended
December 31, December 31,
1998 1997
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Cash Flows Operating Activities:
Net (loss) $ (745) $ (650)
(Decrease) in accounts payable (8,497) 650
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Net Cash (Used in) Operating
Activities (9,242) -
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Cash Flows from Investing Activities - -
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Cash Flows from Financing Activities:
Advances from related party 500 -
Additional paid-in capital 8,742 -
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Net Cash Provided by Financing
Activities 9,242 -
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Increase in Cash - -
Cash, Beginning of Period - -
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Cash, End of Period $ - $ -
========== ==========
Interest Paid $ - $ -
========== ==========
Income Taxes Paid $ - $ -
========== ==========
The accompanying notes are an integral part of the financial statements.
6
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VERSAILLES CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine months Nine months
Ended Ended
December 31, December 31,
1998 1997
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Cash Flows Operating Activities:
Net (loss) $ (2,831) $ (9,642)
Increase (decrease) in
accounts payable (11,195) 4,181
Increase in advances from stockholders - 5,461
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Net Cash (Used in) Operating
Activities (14,026) -
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Cash Flows from Investing Activities - -
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Cash Flows from Financing Activities:
Advances from related party 5,284 -
Additional paid-in capital 8,742 -
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Net Cash Provided by Financing
Activities 14,026 -
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Increase in Cash - -
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Cash, Beginning of Period - -
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Cash, End of Period $ - $ -
========== ==========
Interest Paid $ - $ -
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Income Taxes Paid $ - $ -
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The accompanying notes are an integral part of the financial statements.
7
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VERSAILLES CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 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 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.
2) Subsequent Event
Subsequent to December 31, 1998, certain shareholders entered into a private
negotiation with LMU & Company, Inc. whereby LMU & Company, Inc. purchased 53%
of the voting shares of common stock. This transaction resulted in a change
in control of the Company as more fully disclosed in Form 8-K filed on January
12, 1999.
8
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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 December 31, 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 December 31, 1998, the Company had no material commitments for capital
expenditures.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any components, and since
it has no customers or suppliers, it does not believe that there are any
material year 2000 issues to disclose in this Report.
9
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
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
(a) The following exhibits have been filed with this report:
Exhibit 27 - Financial Data Schedule
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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 10, 1999 By:/s/ L. Michael Underwood
L. Michael Underwood, President
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. Financial Data Schedule Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3-5 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 495
<BONDS> 0
0
0
<COMMON> 64,206
<OTHER-SE> (64,701)
<TOTAL-LIABILITY-AND-EQUITY> 495
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,831
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,831)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,831)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
