<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 February 29, 1996
-----------------
or
[ ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934. For the transition period from to
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Commission File Number 33-23693
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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 February 29, 1996, Registrant had 90,015,200 shares of common stock,
$.0001 Par Value, outstanding.
<PAGE>
INDEX
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Page
Number
------
Part I. Financial Information
Item I. Financial Statements
Consolidated Balance Sheets as of May 31,
1995 and February 29, 1996 (Unaudited) 2
Consolidated Statements of Operations,
Three Months Ended February 28, 1995
(Unaudited) and February 29, 1996 (Unaudited) 3
Consolidated Statements of Operations,
Nine Months Ended February 28, 1995
(Unaudited) and February 29, 1996 (Unaudited) 4
Consolidated Statements of Changes in Stock-
holders' Equity from May 31, 1995
through February 29, 1996 (Unaudited) 5
Consolidated Statements of Cash Flows,
Three Months Ended February 28, 1995
(Unaudited) and February 29, 1996 (Unaudited) 6
Consolidated Statements of Cash Flows,
Nine Months Ended February 28, 1995
(Unaudited) and February 29, 1996 (Unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 9
Part II. Other Information 10
1
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<TABLE>
<CAPTION>
February 29 May 31
1996 1995
----------- ---------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash $422,816 $425,354
Accrued interest receivable 3,134 8,775
-------- --------
Total Current Assets 425,950 434,129
-------- --------
TOTAL ASSETS $425,950 $434,129
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Liabilities $ 1,824 $ 1,204
-------- --------
Total Current Liabilities 1,824 1,204
-------- --------
Stockholders' Equity (Notes 2 and 4):
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 (272,345) (263,546)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 424,126 432,925
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 425,950 $ 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
February 29 February 28
1996 1995
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue:
Interest income $3,291 $3,713
------ ------
Total Revenue 3,291 3,713
------ ------
Expenses:
Legal and accounting 1,640 2,213
Rent 1,500 1,500
Other 964 124
------ ------
4,104 3,837
------ ------
Net Income $ (813) $ (124)
====== ======
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 STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended
February 29 February 28
1996 1995
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue:
Interest income $11,487 $10,349
------- -------
Total Revenue 11,487 10,349
------- -------
Expenses:
Legal and accounting 13,301 8,418
Rent 4,500 4,500
Other 2,485 1,465
------- -------
20,286 14,383
------- -------
Net Income (8,799) (4,034)
======= =======
Per Share $ nil $ nil
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From May 31, 1995 through February 29, 1996 (Unaudited)
<TABLE>
<CAPTION>
Additional Retained
Common Stock 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 nine
month period ended
February 29, 1996 - - - (8,799) (8,799)
----------- --------- ----------- ---------- ----------
Balance, February
29, 1996 90,015,200 $ 9,002 $ 687,469 $ (272,345) $ 424,126
=========== ========= =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
February 29 February 28
1996 1995
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flows Operating Activities:
Net (loss) $ (813) $ (124)
(Increase) in accrued interest
receivable (1,106) (731)
(Increase) decrease in prepaid rent 500 (500)
Increase (Decrease) in accounts payable (550) 526
-------- --------
Net Cash (Used In) Operating
Activity (1,969) (829)
-------- --------
Cash Flows from Investing Activities - -
-------- --------
Cash Flows from Financing Activities - -
-------- --------
(Decrease) in Cash (1,969) (829)
Cash, Beginning of Period 424,785 424,437
-------- --------
Cash, End of Period $422,816 $423,608
======== ========
Interest Paid $ - $ -
======== ========
Income Taxes Paid $ - $ -
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
February 29 February 28
1996 1995
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flows Operating Activities:
Net (loss) $ (8,799) $(39,865)
Depreciation and Amortization - 118
(Increase) in accrued interest
receivable 5,641 (2,195)
Increase (Decrease) in accounts payable 620 (21,266)
-------- --------
Net Cash (Used In) Operating
Activities (2,538) (63,208)
-------- --------
Cash Flows from Investing Activities - -
-------- --------
Cash Flows from Financing Activities - -
-------- --------
(Decrease) in Cash (2,538) (63,208)
Cash, Beginning of Period 425,354 492,466
-------- --------
Cash, End of Period $422,816 $429,258
======== ========
Interest Paid $ - $ -
======== ========
Income Taxes Paid $ - $ -
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 29, 1996 (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 February 29, 1996, the statements of
operations and cash flows for the three and nine month periods ended
February 28, 1995 and February 29, 1996, and the statement of stockholders'
equity for the nine month period ended February 29, 1996 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 February 29, 1996 and for all
periods presented, have been made.
(3) Income Taxes
------------
No provision for income taxes has been provided since the Company has
a net operating loss carryover.
(4) 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.
8
<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 $3,291 and $11,487 during the three and
nine month periods ended February 29, 1996, as compared to $3,713 and
$10,349 for the three and nine month periods ended February 28, 1995, a
decrease of $422 and an increase of $1,138, respectively. Operating
expenses increased from $3,837 and $14,383 during the three and nine month
periods ended February 28, 1995 to $4,104 and $20,286 during the three and
nine month periods ended February 29, 1996, increases of $267 and $5,903,
respectively.
9
<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.
10
<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 4-22/96 By /s/ A. Thomas Tenenbaum, President
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11
<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 FEBRUARY 29,
1996 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> DEC-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 422,816
<SECURITIES> 0
<RECEIVABLES> 3,134
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 425,950
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 425,950
<CURRENT-LIABILITIES> 1,824
<BONDS> 0
0
0
<COMMON> 9,002
<OTHER-SE> 415,124
<TOTAL-LIABILITY-AND-EQUITY> 425,950
<SALES> 0
<TOTAL-REVENUES> 3,291
<CGS> 0
<TOTAL-COSTS> 4,104
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (813)
<INCOME-TAX> 0
<INCOME-CONTINUING> (813)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (813)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
