SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 1996 Commission File No. 33-21443
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GALT FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1077246
- ------------------------------- ------------------
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
26 West Dry Creek Circle, Suite 600
Littleton, Colorado 80120
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(303) 794-9450
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(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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.
Yes X No
As of the end of the quarter, 17,816,667 shares of common stock were
outstanding.
<PAGE>
PART I
Item 1. Financial Statements
Unaudited financial statements for the quarter covered by this report
are attached hereto.
Item 2. Management's Discussion and analysis or Plan of Operation
The Company currently has no business operations. The Company will
continue to look for a business acquisition or merger. The Company has
no significant cash or other assets. Certain persons who are either
shareholders or officers of the Company have agreed to advance funds
to the Company as needed to maintain its corporate existence, continue
its SEC filings and to pursue a business acquisition.
PART II
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 during the quarter covered by this report.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
<PAGE>
GALT FINANCIAL CORPORATION
CONDENSED BALANCE SHEET
APRIL 30, 1996
(Unaudited)
ASSETS
------
Current Assets:
Cash $ 4,930
---------
Total Assets $ 4,930
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current Liabilities:
Accounts payable-trade $ 2,844
Accrued interest - related parties 1,542
Notes payable - related parties 22,300
---------
Total Current Liabilities 26,686
---------
Commitments and Contingencies --
Stockholders' Equity (Deficit):
Preferred stock: $.001 par value,
20,000,000 shares authorized, none
issued or outstanding --
Common stock: $.0001 par value,
100,000,000 shares authorized,
17,816,667 shares issued and
outstanding 1,782
Additional paid in capital 247,299
Accumulated deficit (270,837)
---------
Total Stockholders' Equity
(Deficit) (21,756)
---------
Total Liabilities and Stockholders'
Equity (Deficit) $ 4,930
=========
The accompanying notes are an integral part
of these condensed financial statements.
F-1
<PAGE>
GALT FINANCIAL CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
Revenue $ -- $ --
Operating expenses 3,003 4,508
----------- -----------
(Loss) From Operations (3,003) (4,508)
----------- -----------
Other Income (Expense):
Interest expense (628) --
Gain on disposal of subsidiary -- 68,663
----------- -----------
Total Other Income (Expense) (628) 68,663
----------- -----------
Net Income (Loss) $ (3,631) $ 64,155
=========== ===========
Net Income (Loss) Per Share
of Common Stock $ -- $ --
=========== ===========
Weighted Average Number of
Common Shares Outstanding 17,816,667 17,816,667
=========== ===========
The accompanying notes are an integral part
of these condensed financial statements.
F-2
<PAGE>
GALT FINANCIAL CORPORATION
CONSDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 1996 and 1996
(Unaudited)
1996 1995
---- ----
Cash Flows From Operating Activities:
Net income (loss) $(3,631) $ 64,155
Adjustments to reconcile net income
(loss) to net cash (used) by
operating activities:
(Gain) on disposal of subsidiary -- (68,663)
Changes in assets and
liabilities:
Increase in accounts payable 2,766 1,141
Increase in accrued interest 628 --
-------- -------
Net Cash (Used) By Operating
Activities (237) (3,367)
-------- -------
Cash Flows From Investing Activities:
Disposal of subsidiary -- (1,000)
-------- -------
Net Cash (Used) By Investing
Activities -- (1,000)
-------- -------
Cash Flows From Financing Activities:
Proceeds from related party loans 2,000 2,700
-------- -------
Net Cash Provided By Financing
Activities 2,000 2,700
-------- -------
Net Increase (Decrease) in Cash and
Cash Equivalents 1,763 (1,667)
Cash and Cash Equivalents at
Beginning of Period 3,167 1,792
-------- -------
Cash and Cash Equivalents at
End of Period $ 4,930 $ 125
======== =======
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes -- --
The accompanying notes are an integral part
of these condensed financial statements.
F-3
<PAGE>
GALT FINANCIAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying financial information of the Company is prepared in
accordance with the rules prescribed for filing condensed interim
financial statements and , accordingly, does not include all
disclosures that may be necessary for complete financial statements
prepared in accordance with generally accepted accounting principles.
The disclosures presented are sufficient, in management's opinion, to
make the interim information presented not misleading. All
adjustments, consisting of normal recurring adjustments, which are
necessary so as to make the interim information not misleading, have
been made. Results of operations for the three months ended April 30,
1996 are not necessarily indicative of results of operations that may
be expected for the year ending January 31, 1997. It is recommended
that this financial information be read with the complete financial
statements included in the Company's Annual Report on Form 10- KSB for
the year ended January 31, 1996 previously filed with the Securities
and Exchange Commission.
2. On April 22, 1996, the Company entered into a letter of intent to
acquire Perry Williams, Inc. ("PWI"). Under the terms of the letter of
intent the Company will issue 4,350,000 shares of its $.0001 par value
common stock in exchange for all of the issued and outstanding common
stock of PWI. Prior to the closing the Company will effect a 1 for
47.51 reverse split of its common stock. As a condition of closing,
PWI will complete a private placement of $300,000 and will have net
proceeds of at least $250,000 after payment of commissions and
expenses. In addition, the Company plans to sell 175,000 common stock
purchase warrants each to Newport Capital Partners, Inc. and Creative
Business Concepts, Inc., a related party, for a total purchase price
of $35 if the acquisition is completed. The warrants will be
exercisable at $4.00 per share.
The Company and PWI are responsible for their own costs of the
acquisition. If the acquisition is not consummated due to the failure
of the Company or PWI to perform its obligations under the agreement
(including the $300,000 private placement) or because of
misrepresentations, then the failing party shall be responsible to pay
the other party's acquisition costs not to exceed $20,000. The
acquisition is expected to close on or before June 30, 1996.
F-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:
GALT FINANCIAL CORPORATION
Date: April, 1996 /s/ EARNEST MATHIS
-----------------------------------
Earnest Mathis
Chief Executive Officer and
Principal Financial Officer
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<ARTICLE> 5
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<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> APR-30-1996
<CASH> 4,930
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,930
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,930
<CURRENT-LIABILITIES> 26,686
<BONDS> 0
0
0
<COMMON> 1,782
<OTHER-SE> (23,538)
<TOTAL-LIABILITY-AND-EQUITY> 4,930
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,003
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 628
<INCOME-PRETAX> (3,631)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,631)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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