U.S. 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 quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 33-37534-NY
WESTECH CAPITAL CORP.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New York 13-3577716
- --------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 West End Avenue, Apt. 23F, New York, New York 10023
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 873-1050
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|
The aggregate number of shares outstanding of the Issuer's Common Stock, its
sole class of common equity, was 62,500 as of December 31, 1996.
Transitional Small Business Issuer Disclosure Format: Yes |_| No |X|
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, June 30,
1996 1996
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 2,491 $ 7,060
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 1,329 $ 2,271
-------- --------
TOTAL LIABILITIES 1,329 2,271
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
50,000,000 shares authorized
62,500 shares issued and outstanding 63 63
Capital in excess of par value 37,019 37,019
Deficit accumulated during development stage (35,920) (32,293)
TOTAL STOCKHOLDERS' EQUITY 1,162 4,789
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,491 $ 7,060
======== ========
2
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
For The Six From Inception
Months Ended July 18, 1990
December 31, To
1996 1995 December 31, 1996
REVENUE NONE NONE NONE
-------- -------- --------
EXPENSES
Professional $ 2,630 $ 2,900 $ 24,393
Miscellaneous 9 0 199
Office 0 0 2,415
Filing fees 301 236 3,742
-------- -------- --------
TOTAL 2,940 3,136 30,749
-------- -------- --------
LOSS BEFORE INCOME TAXES (2,940) (3,136) (30,749)
INCOME TAXES 687 721 5,171
-------- -------- --------
NET LOSS $ (3,627) $ (3,857) $(35,920)
======== ======== ========
LOSS PER SHARE:
Net loss per share $ (.06) $ (.06) $ (.74)
======== ======== ========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 62,500 62,500 48,257
======== ======== ========
3
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
For The Three
Months Ended
December 31,
1996 1995
REVENUE NONE NONE
-------- --------
EXPENSES
Professional $ 2,115 $ 731
Miscellaneous 0 0
Office 0 0
Filing fees 151 135
-------- --------
TOTAL 2,266 866
-------- --------
LOSS BEFORE INCOME TAXES (2,266) (866)
INCOME TAXES 0 0
-------- --------
NET LOSS $ (2,266) $ (866)
======== ========
LOSS PER SHARE:
Net loss per share $ (.04) $ (.01)
======== ========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 62,500 62,500
======== ========
4
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Six From Inception
Months Ended July 18, 1990
December 31, To
1996 1995 December 31, 1996
---- ---- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,627) $ (3,857) $ (35,920)
Increase (decrease) in accrued expenses (942) (1,419) 1,329
---------- ---------- ----------
NET CASH USED BY OPERATING ACTIVITIES (4,569) (5,276) (34,591)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 0 63
Paid in capital 0 0 52,437
Offering costs 0 0 (15,418)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 37,082
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (4,569) (5,276) 2,491
BEGINNING CASH BALANCE 7,060 15,155 0
---------- ---------- ----------
ENDING CASH BALANCE $ 2,491 $ 9,897 $ 2,491
========== ========== ==========
</TABLE>
5
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During Total
Common Stock Excess of Development Stockholders'
Shares Amount Par Value Stage Equity
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, July 18, 1990 (inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of shares to Officer and Directors of the
Company for cash July 23, 1990 12,500 13 2,487 2,500
Net loss from inception to June 30, 1991 (962) (962)
Proceeds of initial public offering 50,000 50 49,950 50,000
Offering costs (14,627) (14,627)
Net loss for the year ended June 30, 1992 (5,123) (5,123)
Offering costs (791) (791)
Net loss for the year ended June 30, 1993 (5,428) (5,428)
-------- -------- -------- -------- --------
Balance, June 30, 1993 62,500 63 37,019 (11,513) 25,569
Net loss for the year ended June 30, 1994 (5,929) (5,929)
-------- -------- -------- -------- --------
Balance, June 30, 1994 62,500 63 37,019 (17,442) 19,640
Net loss for the year ended June 30, 1995 (7,108) (7,108)
-------- -------- -------- -------- --------
Balance, June 30, 1995 62,500 63 37,019 (24,550) 12,532
Net loss for the year ended June 30, 1996 (7,743) (7,743)
-------- -------- -------- -------- --------
Balance, June 30, 1996 62,500 63 37,019 (32,293) 4,789
Net loss for the six months ended December 31, 1996 (3,627) (3,627)
-------- -------- -------- -------- --------
Balance, December 31, 1996 (unaudited) 62,500 $ 63 $ 37,019 $(35,920) $ 1,162
======== ======== ======== ======== ========
</TABLE>
6
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
NOTE 1; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION BUSINESS ACTIVITY AND DIVIDEND POLICY
The Company was incorporated under the laws of the State of New York on
July 18, 1990. The Company is in the development stage and has not commenced
planned principal operations. The Company is seeking the acquisition of, or
merger with an existing Company. The fiscal year of the corporation is June 30.
The Company has, at the present time, 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 preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates and
assumptions.
GENERAL AND RELATED PARTY
The Company has entered into an oral arrangement with Mr. Neil Ragin,
President of the Company, providing for the use of a portion of his business
office as a temporary office until such time as the Company needs additional
facilities. The Company does not pay rent for the use of such facilities.
The financial data for the three and six months ended December 31, 1996 and
1995 and for the period July 18, 1990 (commencement of development stage)
through December 31, 1996 is unaudited, but includes all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for such periods.
SUPPLEMENTAL CASH FLOW INFORMATION
The following were paid during the six months ended December 31, 1996:
Income taxes $ 704
Interest -0-
INCOME TAXES
As of December 31, 1996, the Company had a $32,293 net operating loss
carryforward available to offset future taxable income through 2005.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Plan of Operation
The Registrant was formed July 18, 1990 for the purpose of investing in any
and all types of assets, properties and businesses. In connection with the
initial capitalization of the Registrant a total of 12,500 shares of its common
stock were issued to its officers and directors for the aggregate sum of $2,500.
On November 12, 1991, the United States Securities and Exchange Commission
granted effectiveness to a Registration Statement on Form S-18 for an offering
of 50,000 Units of Common Stock and Warrants to purchase shares of Common Stock
at a price of $1.00 per Unit. The offering was closed in May 1992, and the
Warrants included in the Units have expired.
The Registrant is implementing its plan of operation by seeking to locate a
suitable company which desires to go public through a "reverse acquisition" with
the Registrant. Although no assurance can be given, Registrant believes its cash
on hand will satisfy its cash requirements until it effects such an acquisition,
although it may raise additional funds in the next 12 months to make itself more
attractive as an acquisition vehicle, which capital would be used for the
benefit of any company acquired by the Registrant.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations.
Since inception the Registrant has not any business operations, and its
activities have been limited to the sale of its securities and the search for a
company to acquire through a "reverse acquisition." The Registrant will not have
any business operations until, if ever, such time as it effects an acquisition.
Accordingly, no revenue has been generated by the Registrant since its
inception.
For the years ended June 30, 1996 and 1995, the Registrant had a net loss
of ($7,743) and ($7,108), respectively, or ($.12) and ($.11) per share. From
inception to December 31, 1996, the Registrant had a net loss of ($35,920), or
($.74) per share. For the six months ended December 31, 1996, the Registrant had
a net loss of ($3,627), or ($.06) per share, compared to a net loss of ($3,857),
or ($.06) per share, for the same period in the prior year. Such net losses are
attributable primarily to professional fees associated with the Registrant's
status as a public company.
8
<PAGE>
Liquidity and Capital Resources.
As of June 30, 1996, the Registrant had assets of $7,060 (all in cash),
total liabilities of $2,271 and total shareholders equity of $4,789. As of
December 31, 1996 the Registrant had cash of $2,491 and no other assets, total
liabilities of $1,329 and total shareholders equity of $1,162. The decrease in
cash and shareholders equity resulted primarily from professional fees
associated with the Registrant's status as a public company.
Although no assurance can be given, Registrant believes its cash on hand
will satisfy its cash requirements until it effects an acquisition, although it
may raise additional funds in the next 12 months to make itself more attractive
as an acquisition vehicle, which capital would be used for the benefit of any
company acquired by the Registrant.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed with this report: Page
----
27 Financial Data Schedule. 11
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 11, 1997 WESTECH CAPITAL CORP.
By Neil Ragin
---------------------------
Neil Ragin, President and
Principal Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTECH
CAPITAL CORP. FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,491
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,491
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,491
<CURRENT-LIABILITIES> 1,329
<BONDS> 0
0
0
<COMMON> 63
<OTHER-SE> 1,099
<TOTAL-LIABILITY-AND-EQUITY> 2,491
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,940
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,940)
<INCOME-TAX> 687
<INCOME-CONTINUING> (3,627)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,627)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
