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, 2000
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 33-37674-NY
EDG CAPITAL, INC.
(Exact name of small business issuer as specified in its charter)
New York 11-3023098
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Great Rock Drive, Wading River, NY 11792
(Address of principal executive offices) Zip Code)
(516) 929-4011
(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 7, 2000.
Transitional Small Business Issuer Disclosure Format: Yes ___ No _X_
Page 1 of 4; Exhibit Index is on Page 3
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
March 31 June 30
2000 1999
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 487 $ 9,338
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 730 2,880
-------- --------
TOTAL LIABILITIES 730 2,880
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
50,000,000 shares authorized 182,500 shares
issued and outstanding 183 183
Capital in excess of par value 67,670 67,670
Deficit accumulated during development stage (68,096) (61,395)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (243) 6,458
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 487 $ 9,338
======== ========
</TABLE>
F-1
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of
Shares Amount Par Value
------ ------ ---------
<S> <C> <C> <C>
Balance, August 13, 1990 (inception) 0 $ 0 $ 0
Issuance of shares to Officer and Directors of the
Company for cash August 13, 1990 12,500 13 2,487
Net loss from inception to June 30, 1991 0 0 0
Public offering of common stock and warrants 50,000 50 49,950
Offering costs 0 0 (14,647)
Net loss for the year ended June 30, 1992 0 0 0
Net loss for the year ended June 30, 1993 0 0 0
Net loss for the year ended June 30, 1994 0 0 0
Net loss for the year ended June 30, 1995 0 0 0
Net loss for the year ended June 30, 1996 0 0 0
-------- -------- --------
Balance, June 30, 1996 62,500 63 37,790
Net loss for the year ended June 30, 1997 0 0 0
-------- -------- --------
Balance, June 30, 1997 62,500 63 37,790
Issuance of shares, private placement, September 11, 1997 40,000 40 9,960
Issuance of shares, private placement, March 2, 1998 40,000 40 9,960
Net loss for the year ended June 30, 1998 0 0 0
-------- -------- --------
Balance, June 30, 1998 142,500 143 57,710
Issuance of shares, private placement, June 11, 1999 40,000 40 9,960
Net loss for the year ended June 30, 1999 0 0 0
-------- -------- --------
Balance, June 30, 1999 182,500 183 67,670
-------- -------- --------
Net loss for the nine months ended March 31, 2000 (unaudited) 0 0 0
-------- -------- --------
Balance, March 31, 2000 (unaudited) 182,500 $ 183 $ 67,670
======== ======== ========
<CAPTION>
Deficit
Accumulated
During Total
Development Stockholders'
Stage Equity
----- ------
<C> <C>
Balance, August 13, 1990 (inception) $ 0 $ 0
Issuance of shares to Officer and Directors of the
Company for cash August 13, 1990 0 2,500
Net loss from inception to June 30, 1991 (2,163) (2,163)
Public offering of common stock and warrants 0 50,000
Offering costs 0 (14,647)
Net loss for the year ended June 30, 1992 (4,977) (4,977)
Net loss for the year ended June 30, 1993 (4,750) (4,750)
Net loss for the year ended June 30, 1994 (5,297) (5,297)
Net loss for the year ended June 30, 1995 (6,165) (6,165)
Net loss for the year ended June 30, 1996 (6,938) (6,938)
-------- --------
Balance, June 30, 1996 (30,290) 7,563
Net loss for the year ended June 30, 1997 (9,607) (9,607)
-------- --------
Balance, June 30, 1997 (39,897) (2,044)
Issuance of shares, private placement, September 11, 1997 0 10,000
Issuance of shares, private placement, March 2, 1998 0 10,000
Net loss for the year ended June 30, 1998 (13,332) (13,332)
-------- --------
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Balance, June 30, 1998 (53,229) 4,624
Issuance of shares, private placement, June 11, 1999 0 10,000
Net loss for the yeare ended June 30, 1999 (8,166) (8,166)
-------- --------
Balance, June 30, 1999 (61,395) 6,458
-------- --------
Net loss for the nine months ended March 31, 2000 (unaudited) (6,701) (6,701)
-------- --------
Balance, March 31, 2000 (unaudited) $(68,096) $ (243)
======== ========
</TABLE>
F-3
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended August 13, 1990
March 31 To
2000 1999 March 31, 2000
---- ---- --------------
<S> <C> <C> <C>
REVENUE
Interest $ 0 $ 0 $ 2,419
--------- --------- ---------
EXPENSES
Miscellaneous 15 0 446
Office 0 0 2,431
Travel 1,015 0 1,015
Professional 4,481 3,155 54,599
Filing and
transfer fees 1,260 1,229 8,405
--------- --------- ---------
TOTAL 6,771 4,384 66,896
--------- --------- ---------
LOSS BEFORE INCOME TAXES (6,771) (4,384) (64,477)
INCOME TAXES (70) 380 3,619
--------- --------- ---------
NET LOSS $ (6,701) $ (4,764) $ (68,096)
========= ========= =========
LOSS PER SHARE:
Net loss per share $ (.04) $ (.03) $ (.85)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 182,500 142,500 80,418
========= ========= =========
</TABLE>
F-4
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three
Months Ended
March 31
2000 1999
--------- ---------
<S> <C> <C>
REVENUE
Interest $ 0 $ 0
--------- ---------
EXPENSES
Miscellaneous 15 0
Professional 550 525
Filing and transfer fees 150 350
--------- ---------
TOTAL 715 875
--------- ---------
LOSS BEFORE INCOME TAXES (715) (875)
INCOME TAXES 0 0
--------- ---------
NET LOSS $ (715) $ (875)
========= =========
LOSS PER SHARE:
Net loss per share NIL $ (.01)
========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 182,500 141,210
========= =========
</TABLE>
F-5
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended August 13, 1990
March 31 To
2000 1999 March 31, 2000
-------- -------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,701) $ (4,764) $(68,096)
Increase (decrease) in accrued expenses (2,150) (2,737) 730
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (8,851) (7,501) (67,366)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 0 183
Paid in capital 0 0 82,317
Offering costs 0 0 (14,647)
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 67,853
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (8,851) (7,501) 487
BEGINNING CASH BALANCE 9,338 8,291 0
-------- -------- --------
ENDING CASH BALANCE $ 487 $ 790 $ 487
======== ======== ========
</TABLE>
F-6
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(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 August
13, 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.
Related party
The Company entered into an oral arrangement with the President of the Company
providing for the use of a portion of her home 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 nine and three months ended March 31, 2000 and 1999
and for the period August 13, 1990 (commencement of development stage) through
March 31, 2000 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.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Income taxes
As of March 31, 2000, the Company had a $61,395 net operating loss carryforward
available to offset future taxable income through 2007.
NOTE 2: CAPITAL STOCK
On September 11, 1997, March 2, 1998 and June 11, 1999 the Company completed
private placements, each for 40,000 common shares, par value $.001. The total
proceeds of each private placement was $10,000. These funds were raised to
provide working capital.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
(a) Plan of Operation
The Registrant was formed August 13, 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 June 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 $1.00
per Unit. The offering was closed in November 1991, 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, 1998 and 1999 the Registrant had a net loss of
$(13,332) and $(8,166), respectively, or $(.12) and $(.04) per share. From
inception to March 31, 2000, the Registrant had a net loss of $(68,096), or
$(.85) per share. For the nine months ended March 31, 2000, the Registrant had a
net loss (unaudited) of $(6,701), or $(.04) per share, compared to a net loss
(unaudited) of $(4,764), or $(.03) per share, for the same period in the prior
year. Such net losses are attributable
2
<PAGE>
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, 1999, the Registrant had assets of $9,338 (all in cash),
total liabilities of $2,880 and shareholders' equity of $6,458. As of March 31,
2000, the Registrant had (unaudited) cash of $487 and no other assets,
liabilities of $730 and a shareholders' equity deficit of $(243). The Company
intends to 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. 5
3
<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 12, 2000 EDG CAPITAL, INC.
By: /s/ Linda Green
--------------------------
Linda Green, President
and Principal Financial
Officer
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from EDG Capital,
Inc. financial statements for the nine months ended March 31, 2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 487
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 487
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 487
<CURRENT-LIABILITIES> 730
<BONDS> 0
183
0
<COMMON> 0
<OTHER-SE> (426)
<TOTAL-LIABILITY-AND-EQUITY> 487
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,771
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,771)
<INCOME-TAX> (70)
<INCOME-CONTINUING> (6,701)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,701)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
