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 March 31, 1999
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 182,500 as of May 13, 1999.
Transitional Small Business Issuer Disclosure Format: Yes No X
Page 1 of 12; Exhibit Index is on Page 10
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
March 31 June 30
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 8,669 $ 6,218
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 1,280 $ 4,074
-------- --------
TOTAL LIABILITIES 1,280 4,074
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
50,000,000 shares authorized 182,500
and 142,500 shares issued and outstanding 183 143
Capital in excess of par value 66,899 56,939
Deficit accumulated during development stage (59,693) (54,938)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 7,389 2,144
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,669 $ 6,218
======== ========
</TABLE>
<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 0 2,500
Net loss from inception to June 30, 1991 0 0 0 (962) (962)
Proceeds of initial public offering 50,000 50 49,950 0 50,000
Offering costs 0 0 (14,627) 0 (14,627)
Net loss for the year ended June 30, 1992 0 0 0 (5,123) (5,123)
Offering costs 0 0 (791) 0 (791)
Net loss for the year ended June 30, 1993 0 0 0 (5,428) (5,428)
Net loss for the year ended June 30, 1994 0 0 0 (5,929) (5,929)
Net loss for the year ended June 30, 1995 0 0 0 (7,108) (7,108)
Net loss for the year ended June 30, 1996 0 0 0 (7,743) (7,743)
-------- -------- -------- -------- --------
Balance, June 30, 1996 62,500 63 37,019 (32,293) 4,789
Net loss for the year ended June 30, 1997 0 0 0 (12,949) (12,949)
-------- -------- -------- -------- --------
Balance, June 30, 1997 62,500 63 37,019 (45,242) (8,160)
Issuance of shares, private placement, July 9, 1997 40,000 40 9,960 0 10,000
Issuance of shares, private placement, March 2, 1998 40,000 40 9,960 0 10,000
Net loss for the year ended June 30, 1998 0 0 0 (9,696) (9,696)
-------- -------- -------- -------- --------
Balance, June 30, 1998 142,500 143 56,939 (54,938) 2,144
Issuance of shares, private placement, December 11, 1998 40,000 40 9,960 0 10,000
Net loss for the nine months ended March 31, 1999 0 0 0 (4,755) (4,755)
-------- -------- -------- -------- --------
Balance, March 31, 1999 (unaudited) 182,500 $ 183 $ 66,899 $(59,693) $ 7,389
======== ======== ======== ======== ========
</TABLE>
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended July 18, 1990
March 31, To
1999 1998 March 31, 1999
<S> <C> <C> <C>
REVENUE NONE NONE NONE
EXPENSES
Miscellaneous $ 0 $ 0 $ 216
Office 0 0 2,415
Professional 2,736 4,019 36,982
Filing and transfer fees 1,339 1,447 13,565
--------- --------- ---------
TOTAL 4,075 5,466 53,178
--------- --------- ---------
LOSS BEFORE INCOME TAXES (4,075) (5,466) (53,178)
INCOME TAXES 680 680 6,515
--------- --------- ---------
NET LOSS $ (4,755) $ (6,146) $ (59,693)
========= ========= =========
LOSS PER SHARE:
Net loss per share $ (.03) $ (.06) $ (.90)
========= ========= =========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 158,704 105,712 66,238
========= ========= =========
</TABLE>
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
For The Three
Months Ended
March 31,
1999 1998
REVENUE NONE NONE
EXPENSES
Professional $ 125 $ 2,576
Filing and transfer fees 435 1,112
--------- ---------
TOTAL 560 3,688
--------- ---------
LOSS BEFORE INCOME TAXES (560) (3,688)
INCOME TAXES 0 0
--------- ---------
NET LOSS $ (560) $ (3,688)
========= =========
LOSS PER SHARE:
Net loss per share $NIL $ (.03)
========= =========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 166,896 141,210
========= =========
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended July 18, 1990
March 31, To
1999 1998 March 31, 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,755) $ (5,804) $(59,693)
Increase (decrease) in accrued expenses (2,794) 195 1,280
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (7,549) (5,609) (58,413)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 40 0 183
Paid in capital 9,960 0 82,317
Offering costs 0 0 (15,418)
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,000 0 67,082
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 2,451 (5,609) 8,669
BEGINNING CASH BALANCE 6,218 7,060 0
-------- -------- --------
ENDING CASH BALANCE $ 8,669 $ 1,451 $ 8,669
======== ======== ========
</TABLE>
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(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.
Estimates
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles 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 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 nine months ended March 31, 1999 and 1998
and for the period July 18, 1990 (commencement of development stage) through
March 31, 1999 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 FLOWS INFORMATION
The following were paid during the period ended March 31, 1999:
Income taxes $680
Income taxes
As of March 31, 1999, the Company had a $54,938 net operating loss carryforward
available to offset future taxable income through 2007.
<PAGE>
WESTECH CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
NOTE 2: CAPITAL STOCK
The Company, in order to satisfy cash requirements, consummated the sale of
40,000 shares of Common Stock, $.001 par value, on December 11, 1998, March 2,
1998 and July 9, 1997. Each sale was for total proceeds of $10,000.
<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.
However, 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 had 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, 1997 and 1998, the Registrant had a net loss
of $(12,949) and $(9,696), respectively, or $(.21) and $(.08) per share. From
inception to March 31, 1999, the Registrant had a net loss (unaudited) of
$(59,593), or $(.90) per share. For the nine months ended March 31, 1999, the
Registrant had a net loss (unaudited) of $(4,775), or $(.03) per share, compared
to a net
9
<PAGE>
loss (unaudited) of $(6,146), or $(.06) per share, for the same period in the
prior year. Such net losses are attributable primarily to professional and other
fees associated with the Registrant's status as a reporting public company.
Liquidity and Capital Resources.
As of June 30, 1998, the Registrant had assets of $6,218 (all in cash),
total liabilities of $4,074 and total shareholders' equity of $2,144. As of
March 31, 1999, the Registrant had (unaudited) cash of $8,669 and no other
assets, total liabilities of $1,280 and total shareholders' equity of $7,389.
The Company may seek to raise additional capital in order to implement its plan
of operations. There can be no assurance that any such offering will be
successful.
Year 2000.
Many existing software programs, computers and other types of equipment
were not designed to accommodate the Year 2000 and beyond. If not corrected,
these computer applications and equipment could fail or create erroneous
results. For the Company, this will have no material adverse effect since its
sole business is to identify a suitable acquisition candidate and effectuate a
business combination, and therefore it does not maintain internal business
systems software or internal non-business software/embedded systems and it has
no material transactions with external vendors.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed with this report: Page
----
27 Financial Data Schedule. 12
10
<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: May 13, 1999 WESTECH CAPITAL CORP.
By: /s/ Neil Ragin
--------------------------------
Neil Ragin, President and
Principal Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Westech
Capital Corp. financial statements for the nine months ended March 31, 1999 and
is qualified in its entirety be reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 8,669
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,669
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,669
<CURRENT-LIABILITIES> 1,280
<BONDS> 0
183
0
<COMMON> 0
<OTHER-SE> 7,206
<TOTAL-LIABILITY-AND-EQUITY> 8,669
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,075
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,075)
<INCOME-TAX> 680
<INCOME-CONTINUING> (4,755)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,755)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
