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 28, 1997
---------------------------
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
----------------------
VANDEN CAPITAL GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1090424
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1775 Sherman Street, Suite 1001, Denver, CO 80203
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(Address of principal executive offices) (Zip Code)
(303) 689-9111
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(Registrant's telephone number, including area code)
NONE
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(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 28, 1997, Registrant had 90,015,200 shares of common stock,
$.0001 Par Value, outstanding.
<PAGE>
INDEX
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Page
Number
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Part I. Financial Information
Item I. Financial Statements
Consolidated Balance Sheets as of May 31,
1996 and February 28, 1997 (Unaudited) 2
Consolidated Statements of Operations,
Three Months Ended February 29, 1996
(Unaudited) and February 28, 1997 (Unaudited) 3
Consolidated Statements of Operations,
Nine Months Ended February 29, 1996
(Unaudited) and February 28, 1997 (Unaudited) 4
Consolidated Statements of Changes in Stock-
holders' Equity from May 31, 1996
through February 28, 1997 (Unaudited) 5
Consolidated Statements of Cash Flows,
Three Months Ended February 29, 1996
(Unaudited) and February 28, 1997 (Unaudited) 6
Consolidated Statements of Cash Flows,
Nine Months Ended February 29, 1996
(Unaudited) and February 28, 1997 (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
------
February 28 May 31
1997 1996
----------- ----------
(Unaudited)
Current Assets:
Cash $ 388,052 $ 412,816
Accrued interest receivable 7,559 4,240
----------- ----------
Total Current Assets 395,611 417,056
----------- ----------
TOTAL ASSETS $ 395,611 $ 417,056
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 2,597 $ 4,040
----------- ----------
Total Current Liabilities 2,597 4,040
----------- ----------
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 (303,457) (283,455)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 393,014 413,016
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 395,611 $ 417,056
=========== ===========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
February 28 February 29
1997 1996
----------- -----------
(unaudited) (unaudited)
Revenue:
Interest income $ 3,729 $ 3,291
---------- ----------
Total Revenue 3,729 3,291
---------- ----------
Expenses:
Legal and accounting 2,086 1,640
Rent 1,500 1,500
Other 3,534 964
---------- ----------
7,120 4,104
---------- ----------
Net Income $ (3,391) $ (813)
========== ==========
Per Share $ nil $ nil
========== ==========
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended
February 28 February 29
1997 1996
----------- -----------
(unaudited) (unaudited)
Revenue:
Interest income $ 11,369 $ 11,487
---------- ----------
Total Revenue 11,369 11,487
---------- ----------
Expenses:
Legal and accounting 17,085 13,301
Rent 4,500 4,500
Other 9,786 2,485
---------- ----------
31,371 20,286
---------- ----------
Net Income (20,002) (8,799)
========== ==========
Per Share $ nil $ nil
========== ==========
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From May 31, 1996 through February 28, 1997 (Unaudited)
Common Stock Additional Retained
------------------------------- Paid-in Earnings
Shares Amount Capital (Deficit) Total
----------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance, May 31, 1996 90,015,200 $ 9,002 $ 687,469 $ (283,456) $ 413,015
Net loss for the nine month period ended
February 28, 1997 -- -- -- (20,001) (20,001)
----------- ----------- ----------- ---------- ----------
Balance, February 28, 1997 90,015,200 $ 9,002 $ 687,469 $ (303,457) $ 393,014
=========== =========== =========== ========== ==========
</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
Three Months Ended
February 28 February 29
1997 1996
------------ ------------
(unaudited) (unaudited)
Cash Flows Operating Activities:
Net (loss) $ (3,391) $ (813)
(Increase) in accrued interest
receivable (1,106) (1,106)
(Increase) in prepaid rent -- 500
(Decrease) in accounts payable (2,478) (550)
---------- ----------
Net Cash (Used In) Operating
Activity (6,975) (1,969)
---------- ----------
Cash Flows from Investing Activities -- --
---------- ----------
Cash Flows from Financing Activities -- --
---------- ----------
(Decrease) in Cash (6,975) (1,969)
Cash, Beginning of Period 395,027 424,785
---------- ----------
Cash, End of Period $ 388,052 $ 422,816
========= ==========
Interest Paid $ -- $ --
========== ==========
Income Taxes Paid $ -- $ --
========== ==========
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
Nine Months Ended
February 28 February 29
1997 1996
----------- -----------
(unaudited) (unaudited)
Cash Flows Operating Activities:
Net (loss) $ (20,002) $ (8,799)
(Increase) decrease in accrued
interest receivable (3,319) 5,641
Increase (Decrease) in accounts payable (1,443) 620
---------- ----------
Net Cash (Used In) Operating
Activities (24,764) (2,538)
---------- ----------
Cash Flows from Investing Activities -- --
---------- ----------
Cash Flows from Financing Activities -- --
---------- ----------
(Decrease) in Cash (24,764) (2,538)
Cash, Beginning of Period 412,816 425,354
---------- ----------
Cash, End of Period $ 388,052 $ 422,816
========== ==========
Interest Paid $ -- $ --
========== ==========
Income Taxes Paid $ -- $ --
========== ==========
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 28, 1997 (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 28, 1997, the statements
of operations and cash flows for the three and nine month periods
ended February 29, 1996 and February 28, 1997, and the statement of
stockholders' equity for the nine month period ended February 28, 1997
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 28, 1997 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 $3,729 and $11,369 during the three
and nine month periods ended February 28, 1997, as compared to $3,291
and $11,487 for the three and nine month periods ended February 29,
1996, an increase of $438 and a decrease of $118, respectively.
Operating expenses increased from $4,104 and $20,286 during the three
and nine month periods ended February 29, 1996 to $7,120 and $31,371
during the three and nine month periods ended February 28, 1997,
increases of $3,016 and $11,085, 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 4-18-97 By /s/ A. Thomas Tenenbaum
------------------- ----------------------------------------
A. Thomas Tenenbaum, President
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-QSB FOR THE QUARTER ENDED FEBRUARY 28, 1997 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH FORM 10-QSB.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> FEB-28-1997
<EXCHANGE-RATE> 1.00
<CASH> 388,052
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 395,611
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 395,611
<CURRENT-LIABILITIES> 2,597
<BONDS> 0
0
0
<COMMON> 9,002
<OTHER-SE> 384,012
<TOTAL-LIABILITY-AND-EQUITY> 395,611
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,120
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,391)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
