<PAGE>
FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the period ended August 31, 1995
or
[ ] Transition Report Pursuance to Section 13 or 15(d) of the
Securities Exchange act of 1934.
For the transition period from _________________ to _________________
Commission File Number 33-23693
VANDEN CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1090424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1775 SHERMAN STREET, SUITE 1001, DENVER, CO 80203
(Address of principal executive offices) (Zip Code)
(303) 689-9111
(Registrant's telephone number, including area code)
NONE
(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 August 31, 1995, Registrant had 90,015,200 shares of common
stock, $.0001 Par Value, outstanding.
<PAGE>
INDEX
Page
Number
------
Part I. Financial Information
Item I. Financial Statements
Consolidated Balance Sheets as of May 31,
1995 and August 31, 1995 (Unaudited) 2
Consolidated Statements of Operations,
Three Months Ended August 31, 1994
(Unaudited) and August 31, 1995 (Unaudited) 3
Consolidated Statements of Changes in Stock-
holders' Equity from May 31, 1995
through August 31, 1995 (Unaudited) 4
Consolidated Statements of Cash Flows,
Three Months Ended August 31, 1994
(Unaudited) and August 31, 1995 (Unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
Part II. Other Information 8
1
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
August 31 May 31
1995 1995
--------- ---------
<S> <C> <C>
Current Assets:
Cash $ 434,426 $ 425,354
Accrued interest receivable 922 8,775
--------- ---------
Total Current Assets 435,348 434,129
--------- ---------
TOTAL ASSETS $ 435,348 $ 434,129
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Liabilities $ 2,656 $ 1,204
--------- ---------
Total Current Liabilities 2,656 1,204
--------- ---------
Stockholders' Equity (Notes 2 and 3):
Preferred Stock, $.0001 per value,
100,000,000 shares authorized,
none issued and outstanding - -
Common Stock $.0001 par value
300,000,000 shares authorized
90,015,200 shares issued and
outstanding 9,002 9,002
Additional Paid-in Capital 687,469 687,469
Accumulated deficit (263,779) (263,546)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 432,692 432,925
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 435,348 $ 434,129
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of the financial
statements.
2
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
-----------------------
August 31 August 31
1995 1994
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Revenue:
Interest income $4,097 $ 3,123
------ -------
Total Revenue 4,097 3,123
------ -------
Expenses:
Legal and accounting 2,709 4,879
Rent 1,500 1,500
Other 121 55
------ -------
4,330 6,434
------ -------
Net (Loss) $ (233) $(3,311)
------ -------
------ -------
Per Share $ nil $ nil
------ -------
------ -------
</TABLE>
The accompanying notes are an integral part of the financial
statements.
3
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From May 31, 1995 through August 31, 1995 (Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional Retained
------------------- Paid-in Earnings
Shares Amount Capital (Deficit) Total
---------- ------ -------- --------- --------
<S> <C> <C> <C> <C> <C>
Balance, May 31, 1995 90,015,200 $9,002 $687,469 $(263,546) $432,925
Net loss for the three month period
ended August 31, 1995 - - - (233) (233)
---------- ------ -------- --------- --------
Balance, August 31, 1995 90,015,200 $9,002 $687,469 $(263,779) $432,692
---------- ------ -------- --------- --------
---------- ------ -------- --------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
August 31 August 31
1995 1994
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flows Operating Activities:
Net (loss) $ (233) $ (3,311)
(Increase) decrease in accrued interest
receivable 7,853 (731)
(Increase) in prepaid rent - (500)
Increase in accounts payable 1,452 4,803
-------- --------
Net Cash (Used In) Operating
Activity 9,072 261
-------- --------
Cash Flows from Investing Activities - -
-------- --------
Cash Flows from Financing Activities - -
-------- --------
Increase in Cash 9,072 261
Cash, Beginning of Period 425,354 429,810
-------- --------
Cash, End of Period $434,426 $430,071
-------- --------
-------- --------
Interest Paid $ - $ -
-------- --------
-------- --------
Income Taxes Paid $ - $ -
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1995 (Unaudited)
(1) ORGANIZATION
Vanden Capital Group, Inc. (Capital), was incorporated in Colorado
on June 21, 1988. Capital is in the business of providing management
consulting services.
All intercompany accounts and balances have been eliminated from the
consolidated financial statements.
(2) UNAUDITED STATEMENTS
The Consolidated balance sheet as of August 31, 1995, the statements
of operations and cash flows for the three month period ended August 31,
1994 and 1995, and the statement of stockholders' equity for the three
month period ended August 31, 1995 have been prepared by the Registrant
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, cash flows and changes in
stockholders' equity at August 31, 1995 and for all periods presented,
have been made.
(3) CONTINGENT LIABILITY
On December 21, 1989 the Company signed a pledge agreement
guaranteeing a $90,000 loan from a bank to Buyer's Resource, Inc. The
Company pledged a $100,000 certificate of deposit as security for this
loan. In June of 1992, Buyer's paid down the principal balance of the
loan to $60,000 and the Company obtained a release of $35,000 of the
collateral it had pledged to secure the loan, resulting in the
collateral currently pledged by the Company as security for the loan to
be $65,000. A contingency exists with respect to this loan guarantee
and collateral agreement. The amount of loss, if any, related to this
matter cannot presently be determined.
6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(1) MATERIAL CHANGES IN FINANCIAL CONDITION
Management knows of no trends, demands, commitment, events or
circumstances which will result in or which are reasonably likely to
result in the Registrant's liquidity increasing or decreasing in a
material way.
The Registrant has no material commitments for capital expenditures
as of the end of the latest fiscal period. Management knows of no
material trends, favorable or unfavorable, in the Registrant's capital
resources and anticipates no material change in the mix and cost of such
resources.
(2) MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Company has earned revenues of $4,097 during the three month
period ended August 31, 1995, as compared to $3,123 for the three month
period ended August 31, 1994, an increase of $974. Operating expenses
decreased from $6,434 during the three month period ended August 31,
1994 to $4,330 during the three month period ended August 31, 1995, a
decrease of $2,104.
7
<PAGE>
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
None.
8
<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.
VANDEN CAPITAL GROUP, INC.
Date 11-29-95 By /s/ A. Thomas Tenenbaum
-------------------------------
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED AUGUST 31,
1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> AUG-31-1995
<CASH> 434,426
<SECURITIES> 0
<RECEIVABLES> 922
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 435,348
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 435,348
<CURRENT-LIABILITIES> 2,656
<BONDS> 0
<COMMON> 9,002
0
0
<OTHER-SE> 423,690
<TOTAL-LIABILITY-AND-EQUITY> 435,348
<SALES> 0
<TOTAL-REVENUES> 4,097
<CGS> 0
<TOTAL-COSTS> 4,330
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (233)
<INCOME-TAX> 0
<INCOME-CONTINUING> (233)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (233)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
