SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACTS OF 1934
For Quarter Ended February 28, 1997 Commission File No. 0-17597
CONCAP, INC.
(formerly known as CONTINENTAL CAPITAL RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 76-0252296
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
551 NW 77TH Street, Suite 109, Boca RATON, Florida 33487-1330
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code (407) 998-2722
In accordance with Rule 202 of Regulation S-T, this 10-Q is being
filed in paper pursuant to a continuing hardship.
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 twelve
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 ninety days.
Yes X No
The number of shares of registrant's Common Stock, $.003 par
value, outstanding as of February 28, 1997 as 50,815,488 shares.
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CONCAP, INC.
INDEX
Page
Number
PART I -- FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheet -- February 28, 1997 (Unaudited)
and May 31, 1996 (Audited) . . . . . . . . . . . . . 1
Statement of Operations (Unaudited) -- For the Periods
Ended February 28, 1997 and 1996.. . . . . . . . . . . 2
Statement of Cash Flows (Unaudited) -- For the Periods
Ended February 28, 1997 and 1996. . . . . . . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . .4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operation. . . . . . . . . .5
PART II -- OTHER INFORMATION:
Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . .7
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
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<TABLE>
CONCAP, INC.
(A Developmental Stage Company)
Boca Raton, FL
BALANCE SHEET
<CAPTION>
Feb. 28, 1997 May 31, 1996
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 0 $ 0
FURN. & EQUIPMENT:
Equipment, net 0 0
OTHER ASSETS:
Organization Costs, net 0 0
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 6,440 $ 6,440
Accrued Expenses 185,716 158,716
Loan Payable - Officers 1,200 1,200
Total Current Liabilities $ 193,356 $ 166,356
STOCKHOLDERS' EQUITY:
Common Stock, $.0001 par value
500,000,000 shares authorized;
50,815,488 shares
issued and outstanding $ 5,082 $ 5,082
Additional paid-in capital 699,665 699,665
Deficit accumulated during the
development stage (898,103) (871,103)
Total Stockholders' Equity (193,356) (166,356)
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
</TABLE>
The accompanying notes are an integral part
of these financial statements
1
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<TABLE>
CONCAP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED FEBRUARY 28, 1997 AND 1996
(Unaudited)
<CAPTION>
Three Mos. Three Mos.
Ended Ended
Feb.28,1997 Feb.29,1997
<S> <C> <C>
OPERATING REVENUES $ 0 $ 0
OPERATING EXPENSES 9,000 9,000
OPERATING INCOME (LOSS) (9,000) (9,000)
NET LOSS DURING
DEVELOPMENT STAGE $ (9,000) $ ( 9,000)
EARNINGS (LOSS) PER SHARE NIL NIL
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING $50,815,488 $50,815,488
</TABLE>
The accompanying notes are an integral part
of these financial statements
2
<PAGE>
<TABLE>
CONCAP, INC.
(A Developmental Stage Company)
Boca Raton, Florida
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
February 28,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $( 9,000) $( 9,000)
Adjustments to Reconcile Net
Income (Loss) to Net Cash provided
by Operating Activities:
Depreciation and Amortizatio 0 0
CHANGES IN ASSETS AND LIABILITIES:
Increase in Accrued Expenses 9,000 9,000
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES 0 0
NET INCREASE (DECREASE) IN CASH 0 0
CASH AT BEGINNING OF PERIOD 0 0
CASH AT END OF PERIOD 0 0
</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
<PAGE>
CONCAP, INC.
(A Development Stage Company)
Boca Raton, Florida
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. BASIS OF REPRESENTATION
The accompanying financial statements reflect all
adjustments which, in the opinion of management,
are necessary for a fair presentation of the financial
position and the results of operations for the interim
periods represented.
Certain financial information which is normally included
in financial statements prepared in accordance with
generally accepted accounting principals, but which is not
required for interim reporting purposes, has been condensed
or omitted. The accompanying financial statements should
be read in conjunction with the financial statements and
notes thereto as of May 31, 1996 contained in the Company's
Annual Report on Form 10-K.
2. EARNINGS PER SHARE
Per share information is computed based on the weighted
average number of shares outstanding during the periods.
4
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Material Changes in Results of Operations
During the quarter ended February 28, 1997, the Company
continued its search for suitable potential merger or acquisition
candidates as well as its consideration for possible subsidiary
shell merger/spin-off candidates.
The Company has had limited operations since its inception
and for the quarters ended February 28, 1997 and 1996, the
Company had no operating revenue. Electronic Imagery, Inc.'s
restricted stock consisting of 35,000 shares of common stock is
currently valued at $50,000.00, although there is no guarantee
any proceeds will be received in the event of sale of said stock.
There was no Interest Income reported for the quarter.
For the quarters ended February 28, 1997 and 1996, the
Company had operating expenses of $ 9,000.00 each, consisting
primarily of professional fees, all relating to the Company's
search for and negotiations with potential merger or acquisition
candidates, and compliance with reporting requirements associated
with the Company's status as a public company. Thus the Company
reported an operating loss of $9,000.00 for the periods.
On August 26, 1996, the name of the corporation was changed
to Concap, Inc.
5
<PAGE>
Material Changes in Financial Conditions, Liquidity and Capital
Resources
An accurate barometer of the Company's liquidity is its cash
balances. The Company's cash balances were $ -0- at February 28,
1997 and February 28, 1996, the same period of the preceding
year.
The company's operation have been and continue to be
conducted on a severely curtailed basis. Management of the
Company is funding the cash needs via reduced consulting fees,
and sale of stock proceeds.
6
<PAGE>
PART II -- OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K
A. Exhibits
None
B. Reports on Form 8-K
None
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Acts
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CONCAP, INC.
Date: By:
CARL H. CANTER, President
8
