SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K SB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: January 31, 1996
Commission File Number: 33-24329 NY
READY CAPITAL CORP.
(Exact name of registrant as specified in its charter)
New York 13-3475609
---------------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
416 41st Street, Brooklyn, New York 11232
------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 718-633-1879
-------------
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
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.
Yes X No
----- ----------
As of October 31, 1995, 1,000,000 shares of common stock were
outstanding, and the aggregate market value of the common stock of
Ready Capital Corp. held by non-affiliates was approximately
$ Nil.
Documents incorporated by reference: None
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PART I
ITEM 1 -BUSINESS
Ready Capital Corp. was organized as a New York Corporation on
February 23, 1988 and closed its public offering on January 9,
1989. The Registrant sold 200,000 units at $.75 per unit with
a net proceeds to the Registrant of $115,929 after $34,071 of
offering expenses.
The Company expects to find and acquire a suitable business which
the Company would operate directly or as a subsidiary Corporation.
Ready Capital Corp. had no operations and no intention to run an
active business prior to its combination with another enterprise.
Although the Company's management engaged in routine discussions
with several businesses during the Company's fiscal year, these
discussions did not result in an acquisition by the Company.
ITEM 2 -PROPERTIES
The Company maintains its executive offices at 416 41st Street,
Brooklyn, New York 11232 using the offices of its President on a
rent-free basis.
ITEM 3 -LEGAL PROCEEDINGS
None.
ITEM 4 -SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
PART II
ITEM 5 -MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Market Information
The Company's Common Stock may trade in the over-the-counter
market, but is not part of an automated quotation system.
According to the information obtained by management from the pink
sheets listings of the National Quotation Bureau, the following
table represents the bid and asked price for the Company's Common
Stock for the indicated period:
BID PRICES ASKED PRICES
1995 HIGH LOW HIGH LOW
Common Share No Activity
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Dividend Policy
The Company has never paid cash dividends on its Common Stock and
does not anticipate paying any in the foreseeable future.
Related Stockholder Matters
During the fiscal year ended January 31, 1990 the Company made
loans amounting to $28,000 to certain stockholders. These loans
have not been repaid, nor has any interest been paid. An
additional loan of $700 was made during the fiscal year ended
January 31, 1992. These loans are now considered uncollectable.
ITEM 6 -SELECTED FINANCIAL DATA
Since business operations have not yet generated any income from
operations, any financially material information is ascertainable
from the balance sheet and statements of operations and changes in
financial position.
ITEM 7 -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The Company continues in a developmental stage and in the
implementation of its business plans. The Company has had no
substantial operations, sales or earnings to date.
ITEM 8 -FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements annexed.
ITEM 9 -DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 10 -DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following table contains information concerning the current
directors and executive officers of the Company:
Name Age Position
Jeanette Zammetti 64 President
Director (Chairman)
Irene Fascianella 36 Vice President
Secretary, Director
Stella Ciraulo 59 Vice President
Treasurer, Director
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ITEM 10 -DIRECTORS AND EXECUTIVE OFFICERS OFREGISTRANT(continued)
Jeanette Zammetti has been President of the Company since January
1989 and a Director of the Company since inception. From June 1985
until her retirement, she had been employed as an executive
secretary by Neuberger and Berman, a firm specializing in bond sales
in New York City. From 1982 through June 1985 she was employed as a
salesperson by Walter Capital Corporation an NASD broker/dealer.
Irene Fascianella has been Vice President, Secretary and a Director
of the Company since inception. Since April 1988 she has been
employed by Philip Morris, Inc., tobacco and a diversified consumer
products company in its accounting department. From May 1985
through April 1988 she was employed by Dean Witter Reynolds,Inc., a
major brokerage house, in its accounts payable department. From
March 1983 through May 1985 she was employed as an auditing
assistant by Orbach's, Inc., a consumer goods retailer in its New
York City office.
Stella Ciraulo has been Vice President, Treasurer and Director of
the Company since January 1989. Since 1973 she has been employed
as an administrative assistant by the Transportation & Union.
ITEM 11 -EXECUTIVE COMPENSATION
No remuneration has been paid or contemplated to Officers and
Directors except reimbursement for out-of-pocket expenditures on
the Company's behalf.
ITEM 12 -SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows the number and percentages of shares of
the Company's Common Stock owned by each person who owns
beneficially more than 5% of the Company's Common Stock, by the
directors and by the directors and all officers as a group:
Number of
Name and Address Shares Owned Percentage
Jeanette Zammetti 167,500 20.9%
416 41st Street
Brooklyn, NY 11232
Irene Fascianella 170,000 21.3%
416 41st Street
Brooklyn, NY 11232
Stella Ciraulo 220,000 27.5%
73-12 87th Street
Flushing, NY 11366
All Officers and Directors
and Founders (3 persons) 557,500 69.7%
-4-
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<PAGE>
ITEM 13 -CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 -EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
FORM 8-K
1. (a) The following Financial Statements are filed as part of
this report:
Page
--------
Independent Auditor's Report F-1
Balance Sheets - January 31, 1996 and 1995 F-2
Statement of Operations for the twelve
months ended January 31, 1996 and 1995,
and the period Inception (February 23, 1988)
to January 31, 1996 F-3
Statement of Shareholders' Equity for
the Period Inception (February 23, 1988)
to January 31, 1996 F-4
Statement of Cash Flows for the twelve
months ended January 31, 1996 and 1995,
and the period Inception (February 23, 1988)
to January 31, 1996 F-6
Notes to Financial Statements F-7
SIGNATURES F-9
2. (a) All schedules have been omitted, as the required is
inapplicable or the information is presented in the
financial statements or the notes thereto.
(b) No reports on form 8-K were filed during the last
quarter of the period covered by this report.
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<PAGE>
ALVIN M. ROSEN
CERTIFIED PUBLIC ACCOUNTANT
67 WALL STREET, SUITE 2016
NEW YORK, NEW YORK 10005
---------------------
TEL. (212) 509-2097
FAX: (212) 509-6482
To the Shareholders and Board of Directors
of Ready Capital Corp.
Independent Auditor's Report
------------------------------
We have audited the accompanying balance sheet of Ready Capital
Corp. (a Development Stage Enterprise) as of January 31, 1996 and
the related statements of operations, shareholders' equity and
cash flows from February 23, 1988 (Inception) to January 31, 1996.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion of these
financial statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material aspects, the financial position of Ready
Capital Corp. as of January 31, 1996 and the results of its
operations from February 23, 1988 (Inception) to January 31, 1996
in conformity with generally accepted accounting principles.
As discussed in Note 1, the Company has been in the development
stage since its inception on February 23, 1988. Realization of a
major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success
of future operations, the outcome of which cannot be determined at
this time, therefore, there is a substantial doubt as to the
Company's ability to continue as a going concern.
New York, New York
October 21, 1996
F-1
PAGE
<PAGE>
Ready Capital Corp.
(A Development Stage Enterprise)
Balance Sheet
(Audited)
ASSETS
January 31,
1996 1995
-------- --------
Current Assets:
Cash in bank $ 0 $ 0
------- ---------
Total Current Assets 0 0
Other Assets:
Loans receivable shareholders 0 28,700
------- --------
Total Assets $ 0 $ 28,700
------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued expenses payable $ 16,951 $ 14,601
Other Liabilities:
Loan payable officers 1,544 794
--------- -------
Total Liabilities $ 18,495 $ 15,395
---------- -------
Shareholders' Equity:
Common Stock, authorized 25,000,000
shares, $.001 par value,
issued and outstanding, 1,000,000
and 800,000 shares, respectively 1,000 1,000
Additional paid-in capital 117,329 117,329
Deficit accumulated during the
development stage (136,824) (105,024)
--------- --------
Total Shareholders' Equity (18,495) (13,305)
--------- --------
Total Liabilities and
Shareholders' Equity $ 0 $ 28,700
-------- ----------
SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
F-2
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Ready Capital Corp.
(A Development Stage Enterprise)
Statement of Operations
(Audited)
Twelve Inception
Months (February 23, 1988)
Ended to
January 31, January 31, 1996
------------- -----------------
1996 1995
Revenues $ 0 $ 0 $ 3,148
Costs and Expenses 3,100 4,691 63,785
------- ------- ----------
Net Operating Loss (3,100) (4,691) (60,637)
Bad Debts (28,700) 0 (28,700)
Loss on sale of
marketable securities 0 0 (47,487)
------- ------ ----------
Net Loss ($31,800) ($ 4,691) $(136,824)
------ -------- ------------
Weighted average number of
common shares outstanding 1,000,000 1,000,000
--------- --------
Net Income (Loss) Per Share $(.0046) $(.0032)
------ ------
SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
F-3
PAGE
<PAGE>
<TABLE>
Ready Capital Corp.
A Development Stage Enterprise)
Statement of Changes in Shareholders' Equity
Inception (February 23, 1988) to January 31, 1996
<CAPTION>
Deficit
Common Stock Additional Accumulated
Number of Paid-In in the
Shares Amount Capital Development Stage
-------- ---------- -------- ------------------
<S> <C> <C> <C> <C>
Inception - February 23, 1988 0 $ 0 $ 0 $ 0
Issuance of common stock to
officers, directors and
founders for cash 600,000 600 1,600 0
Proceeds from sale of common
stock to the public, less
stock offering costs of
$34,271 200,000 200 115,729 0
Net Income (Loss) 0 0 0 (12,561)
------ ----- ------ -----------
Balance - January 31, 1989 800,000 800 117,329 (12,561)
Net Income (Loss) 0 0 0 (53,202)
------- ---- ------ ----------
Balance - January 31, 1990 800,000 800 117,329 (65,763)
Net Income (Loss) 0 0 0 (7,710)
------- ---- ------- ---------
Balance - January 31, 1991 800,000 800 117,329 (73,473)
Net Income (Loss) 0 0 0 (20,862)
<FN>
SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
F-4
</TABLE>
PAGE
<PAGE>
<TABLE>
Ready Capital Corp.
A Development Stage Enterprise)
Statement of Changes in Shareholders' Equity
Inception (February 23, 1988) to Janaury 31, 1996
<CAPTION>
Deficit
Common Stock Additional Accumulated
Number of Paid-In in the
Shares Amount Capital Development Stage
------- ------- -------- ------------------
<S> <C> <C> <C> <C>
Balance - January 31, 1992 800,000 800 117,329 (94,335)
Net Income (Loss) 0 0 0 (3,138)
------- ---- ------- ----------
Balance - January 31, 1993 800,000 800 117,329 (97,473)
Net Income (Loss) 0 0 0 (2,860)
------- ---- ------- ----------
Balance - January 31, 1994 800,000 800 117,329 (100,333)
Shares issued for services 200,000 200 0 0
Net Income (Loss) 0 0 0 ( 4,691)
------- ---- ------- ---------
Balance - January 31, 1995 1,000,000 1,000 117,329 (105,024)
Net Income (Loss) 0 0 0 (31,800)
--------- ----- ------- ----------
Balance - January 31, 1996 1,000,000 1,000 117,329 (136,824)
<FN>
SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
F-5
</TABLE>
<PAGE>
Ready Capital Corp.
(A Development Stage Enterprise)
Statement of Cash Flows
(Audited)
Twelve Inception
Months (February 23, 1988)
Ended to
January 31, January 31, 1996
1996 1995
--------- ------- ----------------
Cash Flows From Operating Activities:
Net Loss $(31,800) $(4,691) $(136,824)
Shares issued for expenses 0 200 200
Changes in assets and liabilities:
Increase in accrued expenses 2,350 4,491 16,951
Bad Debts 28,700 0 28,700
------- ------- ---------
Funds Used in Operating Activities (750) 0 (90,973)
------ ------- ---------
Cash Flows From Financing Activities:
Proceeds from issuance
of common stock 0 0 152,400
Payment of deferred offering costs 0 0 (34,271)
Proceeds of loans 750 0 1,544
Loans to shareholders
& Officers 0 0 (28,700)
------ ------ --------
Funds Provided by Financing Activities 750 0 90,973
------ ------ --------
Cash Flows From Investing Activities:
Purchase (sale) of securities 0 0 (47,488)
Increase (decrease) on due to
gain or loss on sale on
of marketable securities 0 0 47,488
Funds Provided By (Used In)
Investing Activities 0 0 0
Increase (Decrease) in Cash 0 0 0
Cash Balance - Beginning 0 0 0
Cash Balance - End $ 0 $ 0 $ 0
-------- -------- ---------
SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
F-6
<PAGE>
Ready Capital Corp.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FORMATION AND OPERATIONS OF THE COMPANY -- The Company was
incorporated under the laws of the State of New York, on February
23, 1988. The Company has not commenced planned principal
operations. The company has not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
The Company intends to acquire interests in various business
opportunities with an emphasis on consumer-related services or products.
BASIS OF FINANCIAL STATEMENTS -- The accompanying financial statements
have been prepared on a going concern basis which contemplates the
realization of assets and satisfaction of liabilities and commitments in
the normal course of business. The Company is in a start-up situation
and has no operating history.
The management is of the opinion that, with the infusion of the capital
required to develop and market its services, the Company can achieve
profitable operations.
However, no assurance can be given that the Company will be able to
obtain sufficient financing to fully develop, put into operation and
market the services which will generate profitability, therefore, there
is substantial doubt as to the Company's ability to continue as a going
concern.
DEFERRED OFFERING COSTS -- All offering costs were charged to paid-in
capital of the Company pursuant to the successful conclusion of the
public offering on January 9, 1989. Such costs totaled $34,271.
Loss per Share -- Loss per share has been calculated based on the
weighted average number of shares outstanding during the year.
2. PUBLIC OFFERING
The Company sold 200,000 units to the public under a self-underwriting
program. A unit consists of one share of common stock, $.001 par value,
five "A" warrants to purchase five shares of common stock at $.75 per
share exercisable any time within three years of this offering, five "B"
warrants to purchase five shares of common stock at $1.00 per share
exercisable any time within three years of this offering, five "C"
warrants to purchase five shares of common stock at $1.50 per share
exercisable any time within three years of this offering and five "D"
warrants to purchase five shares of common stock at $2.00 per share
exercisable any time within three years of this offering. The warrants
are detachable and transferable from the units immediately after the
Prospectus Date, and possess no dividend, liquidation or voting rights.
One warrant will evidence the right to purchase one share of stock.
F-7
<PAGE>
Ready Capital Corp.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(continued)
3. Capital and Related Party Transactions
The Company has issued to its founding shareholders 600,000 shares of
its common stock for cash consideration, aggregating $2,200 at $.00367
per share.
The Company presently uses office facilities of one of its officers at
no cost.
During the fiscal year ended January 31, 1990 the Company made loans
amounting to $28,000 to certain shareholders. These loans have not been
repaid, nor has any interest been paid. An additional loan of $700 was
made during the fiscal year ended January 31, 1992. These loans are
considered uncollectable by management and have been written off.
4. Income Taxes
Through January 31, 1996, the Company has reported net operating losses.
The net operating loss may be used to reduce taxable income through the
year 2011. The Company's tax returns have not been audited by the
Internal Revenue Service. The carryforward amount may therefore be
subject to audit and adjustment.
F-8
<PAGE>
Ready Capital Corp.
(A Development Stage Enterprise)
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Ready Capital Corp.
Dated: OCTOBER 25, 1996
By: s/Jeanette Zammetti
Jeanette Zammetti, President
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and and on the
date indicated.
Dated: OCTOBER 25, 1996
By: s/Jeanette Zammetti
--------------------------------
Jeanette Zammetti, President,
and Director
Dated: OCTOBER 25, 1996
By: s/Irene Fascianella
---------------------------------
Irene Fascianella, Secretary,
and Director
Dated: OCTOBER 25, 1996
By: s/Stella Ciraulo
----------------------------------
Stella Ciraulo, Treasurer, Director
<PAGE>
