<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-42408-NY
ROSECAP, INC.
(Exact name of small business issuer as specified in its charter)
New York 11-3023099
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
236 Birchwood Road
Medford, NY 11763
(Address of principal executive offices)
(516) 698-6914
(Issuer's telephone number)
No change
(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 .
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 62,500 shares of Common
Stock, par value $.001 per share, outstanding as of April 26, 1996.
<PAGE> 2
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
ROSECAP, INC.
For the Quarter ended March 31, 1996
The following financial statements and schedules of the registrant and ts
consolidated subsidiaries are submitted herewith:
PART I- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page of
Form 10-QSB
-----------
<S> <C>
Item 1. Financial Statements:
Balance Sheets -- March 31, 1996 and June 30, 1995 3
Statement of Stockholders' Equity -- Inception to March 31, 1996 4
Statement of Operations for the nine months ended March 31, 1996
and 1995 and from inception to March 31, 1996 5
Statement of Operations for the three months ended March 31,
1996 and 1995 6
Statement of Cash Flows for the nine months ended March 31,
1996 and 1995 and from inception to March 31, 1996 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of Operation 9
</TABLE>
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<PAGE> 3
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31 June 30
1996 1995
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 11,787 $ 16,476
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses 1,446 2,121
-------- --------
TOTAL LIABILITIES 1,446 2,121
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
50,000,000 shares authorized
62,500 shares issued outstanding 63 63
Capital in excess of par value 37,266 37,266
Deficit accumulated during
development stage (26,988) (22,974)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 10,341 14,355
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 11,787 $ 16,476
======== ========
</TABLE>
<PAGE> 4
ROSECAP, INC.
(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, August 24, 1990 0 $ 0 $ 0 $ 0 $ 0
(inception)
Issuance of shares to Officer
and Directors of the Company
for cash August 24, 1990 12,500 13 2,487 2,500
Net loss from inception,
August 24, 1990 to
June 30, 1991 (976) (976)
Proceeds of initial
public offering 50,000 50 49,950 50,000
Offering costs (14,394) (14,394)
Net loss for the year
ended June 30, 1992 (3,991) (3,991)
Offering costs (777) (777)
Net loss for the year
ended June 30, 1993 (5,854) (5,854)
------ --- -------- -------- --------
Balance, June 30, 1993 62,500 63 37,266 (10,821) 26,508
Net loss for the year
ended June 30, 1994 (5,662) (5,662)
------ --- -------- -------- --------
Balance, June 30, 1994 62,500 63 37,266 (16,483) 20,846
Net loss for the year ended
June 30, 1995 (6,491) (6,491)
------ --- -------- -------- --------
Balance, June 30, 1995 62,500 63 37,266 (22,974) 14,355
Net loss for the nine months
March 31, 1996 (unaudited) (4,014) (4,014)
------ --- -------- -------- --------
Balance, March 31, 1996
(unaudited) 62,500 $63 $ 37,266 $(26,988) $ 10,341
====== === ======== ======== ========
</TABLE>
<PAGE> 5
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE FROM INCEPTION
MONTHS ENDED AUGUST 13, 1990
MARCH 31, TO
1996 1995 MARCH 31, 1996
<S> <C> <C> <C>
REVENUE
Interest $ NONE $ NONE $ NONE
------ ------ ------
EXPENSES
Professional 2,960 2,692 18,842
Miscellaneous 15 215
Office 450 2,400
Filing fees 618 600 2,973
------- ------- --------
TOTAL 3,593 3,742 24,430
------- ------- --------
LOSS BEFORE INCOME TAXES (3,593) (3,742) (24,430)
INCOME TAXES 421 429 2,558
------- ------- --------
NET LOSS $(4,014) $(4,171) $(26,988)
======= ======= ========
EARNINGS (LOSS) PER SHARE
Net loss per share $ (.06) $ (.07) $ (.57)
======= ======= ========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 62,500 62,500 47,098
======= ======= ========
</TABLE>
<PAGE> 6
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31,
1996 1995
<S> <C> <C>
REVENUE
Interest NONE NONE
------- -------
EXPENSES
Professional $ 614 $ 656
Office (150)
Filing fees 417 99
------- -------
TOTAL 1,031 605
------- -------
LOSS BEFORE INCOME TAXES (1,031) (605)
INCOME TAXES
------- -------
NET LOSS $(1,031) $ (605)
======= =======
LOSS PER SHARE
Net loss per share $ (.02) $ (.01)
======= =======
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 62,500 62,500
======= =======
</TABLE>
<PAGE> 7
ROSECAP, 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
1996 1995 MARCH 31, 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(4,014) $(4,171) $(26,988)
Increase (decrease) in
accrued expenses (675) (704) 1,446
------- ------- --------
NET CASH USED IN OPERATING
ACTIVITIES (4,689) (4,875) (25,542)
------- ------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 63
Paid in capital 52,437
Offering costs (15,171)
------- ------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 37,329
------- ------- --------
NET INCREASE (DECREASE) IN CASH (4,689) (4,875) 11,787
BEGINNING CASH BALANCE 16,476 28,437
------- ------- --------
ENDING CASH BALANCE $11,787 $23,562 $ 11,787
======= ======= ========
</TABLE>
<PAGE> 8
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND DIVIDEND POLICY
The Company was incorporated under the laws of the State of New York on
August 24, 1990. The Company is in the development stage and has not commenced
planned principal operations. 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.
GENERAL AND RELATED PARTY
The financial data for the nine and three months ended March 31, 1996
and 1995, and for the period August 24, 1990 (commencement of development stage)
through March 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.
The Company is seeking the acquisition of, or merger with an existing
company. Mr. Charles Rose is primarily responsible for evaluating acquisitions
and investigating prospects for the Company. The Company entered into an oral
arrangement with Charles Rose, 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 office is located at 236 Birchwood Road, Medford, NY
11763.
SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<S> <C>
Income taxes paid $421
Interest paid -0-
</TABLE>
INCOME TAXES
As of March 31, 1996, the Company had a $22,974 net operating loss
carryforward available to offset future taxable income through 2005.
<PAGE> 9
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company was formed August 24, 1990, for the purpose of investing in
any and all types of assets, properties and businesses. In connection with its
initial capitalization, the Company issued 12,500 shares of its Common Stock 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, filed
by the Company in the New York Regional Office. The Registration Statement
related to an offering of 50,000 Units of Common Stock at $1.00 per Unit. Each
Unit consisted of one share of Common Stock, one Class "A" Common Stock Purchase
Warrant, and one Class "B" Common Stock Purchase Warrant. The offering was
intended as a "blank check" offering. The Class "A" Warrants expired in January
1994 without being exercised. The Class "B" Warrants expired in June 1994
without being exercised. The offering was closed on May 20, 1992. The Company is
seeking the acquisition of, or merger with, an existing company.
Plan of Operation. The Company has not yet realized any revenues from
operations, and its plan of operation for the next twelve months shall be to
continue its efforts to locate suitable acquisition candidates. It can continue
to satisfy its cash requirements for at least the next 12 months and does not
expect to have to raise additional funds in the next twelve months.
Liquidity and Capital Resources. As of March 31, 1996, the Company had
assets of $11,787 and liabilities of $1,446. This compares to assets of $16,476
and liabilities of $2,121 for the year ended June 30, 1995. The Company's assets
consist of cash as a result of the offering. The Company will likely to continue
to have limited assets until such time as an acquisition or merger is effected.
Results of Operations. The Company has not commenced any active
operations as of the date hereof except for the registration and sale of its
securities and the commencement of efforts to locate suitable acquisition
transactions. No revenue has been generated by the Company since its inception.
It is unlikely that the Company will have any revenues unless it is able to
obtain additional capital or effect an acquisition of or merger with an
operating company, of which there can be no assurance. For the nine months ended
March 31, 1996, the Company had no revenue and expenses of $3,593, as compared
with no revenue and expenses of $3,742 for the nine months ended March 31, 1995.
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<PAGE> 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and
directors, neither the company nor any of its officers and directors
are party to any legal proceeding or litigation. The officers and
directors know of no such litigation being threatened or contemplated.
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> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 5, 1996 ROSECAP, INC.
By: /s/ Charles Rose
----------------------------
Charles Rose, President and
Chief Financial Officer
- 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 11787
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11787
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11787
<CURRENT-LIABILITIES> 1446
<BONDS> 0
0
0
<COMMON> 63
<OTHER-SE> 37266
<TOTAL-LIABILITY-AND-EQUITY> 11787
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3593
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3593)
<INCOME-TAX> 421
<INCOME-CONTINUING> (4014)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4014)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> 0
</TABLE>
