<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended June 30, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to __________
Commission file number 33-42408-NY
ROSECAP, INC.
(Name of Small Business Issuer as specified in its charter)
New York 11-3023099
(State or other jurisdiction of (I.R.S. employer
of incorporation or organization) identification number)
236 Birchwood Road, Medford, New York 11763
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (516) 698-6914
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. /X/
As of the date hereof, there is no public market for the Issuer's securities.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of September 15, 1996, there were 62,500 shares of the Issuer's common stock
issued and outstanding.
The Issuer had no revenues for the year ending June 30, 1996.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format (check one):
Yes ; No X
--- ---
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Registrant was formed on 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 Registrant 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 Registrant in the New York Regional Office. The Registration Statement
related to an offering of 50,000 Units of the Registrant's securities 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 a "blind pool" or "blank check" offering. The offering was closed
on May 20, 1992.
The Registrant is seeking the acquisition of or merger with an existing
company ("Potential Business Acquisitions"). Given the limited amount to be
raised in its offering, the potential venture is likely to involve the
acquisition of or merger with a company which is not seeking immediate
substantial amounts of cash but one which desires to establish a public trading
market for its shares. There are numerous reasons why an existing privately-held
company would seek to become a public company through a merger or acquisition
rather than doing its own public offering. Such reasons include avoiding the
time delays involved in a public offering; retaining a larger share of voting
control of the publicly-held company; reducing the cost factors incurred in
becoming a public company; and avoiding any dilution requirements set forth
under various states' securities or blue sky laws or regulations.
The Registrant does not propose to restrict its search for Potential
Business Acquisitions to any particular industry or any particular geographic
area and may, therefore, engage in essentially any business to the extent of its
limited resources.
It is anticipated that knowledge of Potential Business Acquisitions
will be made known to the Registrant by various sources, including its officers
and directors, shareholders, professional advisors such as attorneys and
accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. In
certain circumstances, the Registrant may agree to pay a finder's fee or to
otherwise compensate such persons for services rendered in bringing about a
transaction. However, no cash finder's fee shall be paid to any officer or
director of the Registrant or their affiliates or associates. The amount of any
such finder's fee or other compensation which may be paid to such persons for
services rendered in bringing about a transaction is subject to future
negotiation between the Registrant, the entity to be acquired and the finder.
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SELECTION OF OPPORTUNITIES
The analysis of new business opportunities has and will be undertaken
by or under the supervision of the officers and directors of the Registrant,
none of whom is a professional business analyst or has any previous training or
experience in business analysis or in selecting or hiring business analysts. The
Registrant has, since the date of the closing of its public offering, considered
potential acquisition transactions with several companies but as of this date
has not entered into any definitive agreement with any party. The Registrant has
unrestricted flexibility in seeking, analyzing and participating in Potential
Business Opportunities. In its efforts to analyze potential acquisition targets,
the Registrant will consider the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated
market expansion or new products;
(b) Competitive position as compared to other firms of similar
size and experience within the industry segment as well as
within the industry as a whole;
(c) Strength and diversity of management, either in place or
scheduled for recruitment;
(d) Capital requirements and anticipated availability of required
funds, to be provided by the Registrant or from operations,
through the sale of additional securities, through joint
ventures or similar arrangements or from other sources;
(e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel,
raw materials, services, professional assistance and other
required items; and
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors in the circumstances
and make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Due to the Registrant's limited
capital available for investigation and management's limited experience in
business analysis, the Registrant may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
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FORM OF ACQUISITION
The manner in which the Registrant participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
the Registrant and the promoters of the opportunity, and the relative
negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a
business opportunity through the issuance of common stock or other securities of
the Registrant. Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon the issuance to the shareholders of the acquired company of at
least 80 percent common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Code, all
prior shareholders would in such circumstances retain 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution to the equity of those who were shareholders of the Registrant prior to
such reorganization.
The present shareholders of the Registrant will likely not have control
of a majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by shareholders.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
shareholders. In the case of a statutory merger or consolidation, it will likely
be necessary to call a shareholders' meeting and obtain the approval of the
holders of a majority of the outstanding shares. The necessity to obtain such
shareholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting shareholders. Most likely, management will seek
to structure any such transaction so as not to require shareholder approval.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Registrant of the related costs
incurred.
EMPLOYEES
The Registrant currently has no employees.
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ITEM 2. DESCRIPTION OF PROPERTY
The Registrant has entered into an oral arrangement with Charles Rose,
President of the Registrant, providing for the use of a portion of his home as a
temporary office until such time as the Registrant needs additional facilities.
The Registrant will not pay rent for the use of such temporary facilities.
ITEM 3. LEGAL PROCEEDINGS
There are not presently any material pending legal proceedings to which
the Registrant is a party or as to which any of its property is subject and no
such proceedings are known to the Registrant to be threatened or contemplated
against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant was formed on August 24, 1990, and no meetings of
shareholders have been held since its formation, nor has any matter been
submitted to a vote of security holders since such date.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. Market for Common Stock. There is no public market for the Registrant's
common stock.
B. Holders. The number of record holders of the Registrant's common stock,
as of September 15, 1996, was 39.
C. Dividends. The Registrant has not paid any cash dividends to date and
does not anticipate or contemplate paying dividends in the foreseeable future.
It is the present intention of management to utilize all available funds for the
development of the Registrant's business.
D. Warrants. A total of 50,000 Units of the Registrant's securities were
sold in the Registrant's initial public offering. Each Unit consisted of one
share of common stock, $.001 par value, one Class "A" Warrant to purchase one
share of Common Stock at $5.00 per share exercisable during an eighteen month
period commencing 30 days from the date of the closing of the offering and one
Class "B" Warrant to purchase one share of common stock at $10.00 per share
exercisable during a twenty four month period commencing 30 days from the date
of the close of the offering. The offering was closed on May 20, 1992. None of
the previously outstanding Class "A" Warrants and Class "B" Warrants was
exercised, and all Class "A" Warrants and Class "B" Warrants have expired in
accordance with their terms.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Registrant was formed on August 24, 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 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, filed by the Registrant in the New York Regional Office. The Registration
Statement was 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
May 1992, and the Registrant is currently seeking acquisition opportunities. The
Plan of Operation of the Registrant is further described in Item 1 of this Form
10-KSB.
As of June 30, 1995, the Registrant had cash of $16,476 and no other
assets. As of June 30, 1995, the Registrant had total liabilities of $2,121 and
total shareholders equity of $14,355. As of June 30, 1996, the Registrant had
cash of $10,683 and no other assets. As of June 30, 1996, the Registrant had
total liabilities of $2,736 and total shareholders equity of $7,947. Prior to
the consummation of a Potential Business Acquisition as described in Item 1 of
this Form 10-KSB, management does not expect that the Registrant will have any
significant capital requirements or that there will be significant changes in
the number of Registrant's employees.
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The Registrant has not commenced any active operations as of the date
hereof except for the registration and sale of its securities. The Registrant's
assets consist of a limited amount of cash. No revenue has been generated by the
Registrant since its inception. From inception to June 30, 1995, the Registrant
had a net loss of $22,974. From inception to June 30, 1996, the Registrant had a
net loss of $29,382. The Registrant will not have significant operations until,
if ever, such time as it effects an acquisition.
ITEM 7. FINANCIAL STATEMENTS
Index to Financial Statements
Independent Accountants' Report
Year ended June 30, 1996
Year ended June 30, 1995
Balance Sheets
June 30, 1996 and 1995
Statement of Stockholders' Equity
Years ended June 30, 1996, 1995 and 1994 and for the period
from August 24, 1990 (inception) to June 30, 1996
Statement of Operations
Years ended June 30, 1996, 1995 and 1994 and for the period
from August 24, 1990 (inception) to June 30, 1996
Statement of Cash Flows
Years ended June 30, 1996, 1995 and 1994 and for the period
from August 24, 1990 (inception) to June 30, 1996
Notes to Financial Statements
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[SCOTT & GUILFOYLE LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Rosecap, Inc.
We have audited the accompanying balance sheets of Rosecap, Inc. (a development
stage company) as of June 30, 1996 and 1995, and the related statements of
operations, stockholders' equity and cash flows for the years ended June 30,
1996, 1995 and 1994 and for the period August 24, 1990 (inception) to June 30,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 included examining on a test basis evidence supporting
the amounts and disclosures in the financial statements. An audit also included
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 respects, the financial position of Rosecap, Inc. (a development
stage company) as of June 30, 1996 and 1995 and the results of its operations
and its cash flows for the years ended June 30, 1996, 1995, 1994 and for the
period August 24, 1990 (inception) to June 30, 1996 in conformity with generally
accepted accounting principles.
/s/ Scott & Guilfoyle
Lake Success, New York
August 21, 1996
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ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30
<TABLE>
<CAPTION>
1996 1995
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 10,683 $ 16,476
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 2,736 $ 2,121
------- -------
TOTAL LIABILITIES 2,736 2,121
------- -------
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 37,266 37,266
Deficit accumulated during development stage (29,382) (22,974)
------- -------
TOTAL STOCKHOLDERS' EQUITY 7,947 14,355
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 10,683 $ 16,476
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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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 (inception) 0 $ 0 $ 0 $ 0 $ 0
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 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 year ended June 30, 1996 (6,408) (6,408)
------ ----- -------- ------- ------
Balance, June 30, 1996 62,500 $63 $ 37,266 $(29,382) $ 7,947
====== ==== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FROM
FOR THE YEARS ENDED INCEPTION
JUNE 30, AUGUST 24, 1990
---------------------------------------------- TO
1996 1995 1994 JUNE 30, 1996
<S> <C> <C> <C> <C>
REVENUE
Interest $ NONE $ NONE $ NONE $ NONE
------- ------- ------- -------
EXPENSES
Miscellaneous 15 215
Office 150 600 2,400
Professional 5,204 5,486 3,932 21,086
Filing fee 768 434 701 3,123
------- ------- ------- -------
TOTAL 5,987 6,070 5,233 26,824
------- ------- ------ -------
LOSS BEFORE INCOME TAXES (5,987) (6,070) (5,233) (26,824)
INCOME TAXES 421 421 429 2,558
------- ------- ------- -------
NET LOSS $(6,408) $(6,491) $(5,662) $(29,382)
====== ====== ====== ======
LOSS PER SHARE
Net loss per share $ (.10) $ (.10) $ (.09) $ (.62)
====== ====== ====== ======
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 62,500 62,500 62,500 47,752
====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED FROM INCEPTION
JUNE 30, AUGUST 24, 1990
--------------------------------------------- TO
1996 1995 1994 JUNE 30, 1996
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(6,408) $(6,491) $(5,662) $(29,382)
Increase (decrease) in
accrued expenses 615 342 (150) 2,736
------- ------ ------- ------
NET CASH USED BY OPERATING
ACTIVITIES (5,793) (6,149) (5,812) (26,646)
------ ------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 63
Paid in capital 52,437
Offering costs (15,171)
------- ------ ------- ------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 37,329
------- ------ ------- ------
NET INCREASE (DECREASE) IN
CASH (5,793) (6,149) (5,812) 10,683
BEGINNING CASH BALANCE 16,476 22,625 28,437
------- ------ ------- ------
ENDING CASH BALANCE $10,683 $16,476 $22,625 $ 10,683
====== ======= ======= ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996, 1995, 1994
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 24, 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 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
The following were paid during the year ended June 30, 1996:
<TABLE>
<CAPTION>
<S> <C>
Income taxes $ 421
Interest -0-
</TABLE>
INCOME TAXES
As of June 30, 1996, the Company had a $29,382 net operating loss carryforward
available to offset future taxable income through 2005.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the
Registrant and its accountants on any matter of accounting principles, practices
or financial statement disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
A. Identification of Directors and Executive Officers. The current
officers and directors have served as officers and directors of the Registrant
since the inception of the Registrant in August 1990, and will serve for one
additional year or until their respective successors are elected and qualified.
They are:
<TABLE>
<CAPTION>
NAME AGE DATE OF POSITION
ELECTION
<S> <C> <C> <C>
Charles Rose 82 August 1990 President/Treasurer
236 Birchwood Road
Medford, NY 11763
Ida Rose 81 August 1990 Secretary/Director
236 Birchwood Road
Medford, NY 11763
Paul O'Donnell 34 August 1990 Director
3329 Rt. 9N
Greenfield Center
NY 12833
</TABLE>
Charles Rose. Mr. Rose has been retired for over ten years as a
practicing podiatrist. Mr. Rose was previously an officer and director of
Jericap, Inc., a blind-pool/blank check company. Mr. Rose also was previously an
officer and director of IDF International, Inc., a publicly held company.
Ida Rose. Mrs. Rose has been a housewife for most of her adult life.
Mrs. Rose was previously an officer and director of IDF International, Inc.
Paul O'Donnell. Since 1992, Mr. O'Donnell has been President of Celtic
Treasures -
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O'Donnell's Irish Imports, Inc. Mr. O'Donnell was employed by Ag-bag Corporation
as northeast manager from January 1990 through 1992. From March 1988 to December
1989, he was employed by Saratoga Fence Corp. as New England sales manager. From
June 1984 to March 1988, Mr. O'Donnell was employed by Saratoga Standardbreds,
Inc. as director of public relations.
B. Significant Employees. None.
C. Family Relationships. Charles Rose is the husband of Ida Rose.
D. Involvement in Certain Legal Proceedings. Except as indicated below,
there have been no events under any bankruptcy act, no criminal proceedings and
no judgments or injunctions material to the evaluation of the ability and
integrity of any director, executive officer, promoter or control person of
Registrant during the past five years.
E. Compliance With Section 16(a). The Registrant is not subject to
Section 16 of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
No compensation has been paid or accrued to any officer or director of
the Registrant. The current officers and directors are not being compensated by
the Registrant. The Registrant has no current intent to issue shares of its
common stock to management in connection with an acquisition. However, the
Registrant may subsequently deem the issuance of shares to management for
services rendered in connection with an acquisition to be fair and reasonable to
the Registrant and its public shareholders in light of the services rendered. In
the event any shares are issued for services rendered by management they shall
be issued in such an amount as the Board of Directors deems fair and reasonable
to the Registrant and its public shareholders and in compliance with
management's fiduciary duties under state law. Subsequent to the time the
Registrant completes an acquisition, it will enter into new employment
arrangements with the individuals who are then officers and directors of the
Registrant, the terms of which will be dictated by the nature of the acquisition
made. Officers and directors will be reimbursed for actual out-of-pocket
expenses incurred on behalf of the Registrant as approved by the Board of
Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A. Security Ownership of Certain Beneficial Owners. The following
persons are known to the Registrant to be the beneficial owners of more than
five percent of the Registrant's common stock as of September 9, 1996:
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<TABLE>
<CAPTION>
Amount and
Name and Address Nature of
of Beneficial Owner Beneficial Owner (1) Percent of Class
- ------------------- -------------------- ----------------
<S> <C> <C>
Charles Rose (2) 10,500 16.80%
236 Birchwood Road
Medford, NY 11763
President/Treasurer/Director
Ida Rose (2) 1,000 1.60%
236 Birchwood Road
Medford, NY 11763
Secretary/Director
Paul O'Donnell (2) 1,000 1.60%
3329 Rt. 9N
Greenfield Center, NY 12833
Director
GSM Consulting 5,000 8.00%
501 Fifth Avenue
New York, NY 10017
Arik Eshel 4,000 6.40%
111-10 76th Road, #54
Forest Hills, NY 11375
ALL OFFICERS AND DIRECTORS
AS A GROUP (3 Individuals) 12,500 20.00%
</TABLE>
(1) All shares are held beneficially and of record and each record shareholder
has sole voting and investment power.
(2) These individuals are the officers and directors of the Registrant and may
be deemed "parents" and the promoters of the Registrant as those terms are
defined in the Rules and Regulations promulgated under the Securities Act of
1933, as amended.
B. Security Ownership of Management. See Item 11(a) above.
C. Changes in Control. No changes in control of the Registrant are
currently contemplated. The Registrant is seeking mergers or acquisitions,
which, when consummated, will result in a change of control of the management of
the Registrant as well as a change in the voting control of the outstanding
securities of the Registrant.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant borrowed $5,000 from its President, Charles Rose, at the
time of the formation of the Registrant which was used to fund costs incurred
with the registration and distribution of the Units. The loan was interest free
and was repaid with the proceeds of the public offering.
The Registrant presently utilizes the home of its President, Charles
Rose, as its office, at no cost to the Registrant.
The Registrant sold 12,500 shares of its common stock to its founding
shareholders for an aggregate consideration of $2,500 in cash in connection with
its initial capitalization.
Agreement for Clerical Services - Promoter. The Registrant had retained
Stanley Kaplan Management Consultants, Inc. to provide clerical bookkeeping
services to the Registrant for a fee of $50.00 per month. The Agreement between
Mr. Kaplan and the Registrant was oral and terminable at will by either party,
and was terminated by the parties in October 1994. Mr. Kaplan is not a parent or
control party of the Registrant. Inasmuch as Mr. Kaplan offered certain advice
to management in connection with the formation of the Registrant, he may be
deemed a "promoter" of the Registrant as that term is defined in Rule 405 of
Regulation C as promulgated by the Securities and Exchange Commission.
Stanley A. Kaplan has been the President and sole shareholder of
Stanley A. Kaplan Management Consultants, Inc., an accounting firm, for at least
the past ten years. Since January 1987, Mr. Kaplan has also been an officer and
director of Gro-Vest, Inc., a management consulting firm.
The Registrant has no written or oral agreement or understanding with
Mr. Kaplan regarding his services or participation in connection with future
mergers or acquisitions. Mr. Kaplan's firm had been retained solely to provide
clerical and bookkeeping services. If Mr. Kaplan becomes aware of a merger or
acquisition possibility he may or may not refer such possibility. If Mr. Kaplan
refers any such merger or acquisition possibility to the Company, the
Registrant's management will review such merger or acquisition possibility in
the same manner and with the same efforts as it reviews merger and acquisition
possibilities referred to it by other persons. The Registrant may agree to pay a
finder's fee to any non-management "finder" including Mr. Kaplan, in connection
with an acquisition or merger. Although there is no current intent, agreement,
understanding or expectation to do so, there exists the possibility that the
Registrant may ultimately acquire or merge with a business or property in which
Mr. Kaplan or his affiliates or associates have a beneficial interest. There is
no business or property in which Mr. Kaplan or his affiliates or associates have
a beneficial interest which is under consideration by the Registrant as a
potential acquisition or merger candidate.
On August 12, 1994, Mr. Kaplan settled, without admitting or denying
any allegations, a civil
17
<PAGE> 18
action brought against him by the Securities and Exchange Commission relating to
Atratech, Inc. The action charged Mr. Kaplan with certain violations of the
Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Exchange
Act"). As part of the settlement, Mr. Kaplan was permanently restrained and
enjoined from future violations of the securities laws and was permanently
barred from acting as an officer or director of any issuer that has a class of
securities registered under Section 12 of the Exchange Act or that is required
to file reports pursuant to Section 15(d) of the Exchange Act.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
3.1 Certificate of Incorporation - incorporated by reference
to Exhibit 3.1 to Registration Statement on Form S-18 (SEC File No.
33-42408-NY).
3.2 Bylaws - incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-18 (SEC File No. 33-42408-NY).
27.1 Financial Data Schedule.
B. Reports on Form 8-K. No Reports on Form 8-K were filed by the
Registrant during the fourth quarter of its last fiscal year.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
18
<PAGE> 19
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ROSECAP, INC.
Dated: September 22, 1996
By: /s/ Charles Rose
-------------------------------------
Charles Rose
Principal Executive Officer
Principal Financial Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Charles Rose President/Treasurer September 22, 1996
- ------------------------ Director
Charles Rose
/s/ Paul O'Donnell Director September 22, 1996
- ------------------------
Paul O'Donnell
/s/ Ida Rose Secretary/Director September 22, 1996
- ------------------------
Ida Rose
</TABLE>
Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Exchange Act
by Non-reporting Issuers
No annual report to security holders or proxy material has been sent to security
holders of the Registrant.
19
<PAGE> 20
EXHIBIT INDEX
3.1 Registrant's Certificate of Incorporation filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-18 (SEC File No.
33-42408-NY) is incorporated herein by reference.
3.2 Registrant's By-Laws filed as Exhibit 3.2 to Registrant's Registration
Statement on Form S-18 (SEC File No. 33-42408-NY) is incorporated herein
by reference.
27.1 Financial Data Schedule
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROSECAP,
INC. FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 10,683
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,683
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,683
<CURRENT-LIABILITIES> 2,736
<BONDS> 0
0
0
<COMMON> 63
<OTHER-SE> 7,884
<TOTAL-LIABILITY-AND-EQUITY> 10,683
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,987
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,987)
<INCOME-TAX> 421
<INCOME-CONTINUING> (6,408)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,408)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
