<PAGE>
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, 1997
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[_] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 33-42408-NY
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ROSECAP, INC.
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(Exact name of small business issuer as specified in its charter)
New York 11-3023099
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(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
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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, 1997.
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<PAGE>
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
ROSECAP, INC.
For the Quarter ended March 31, 1997
The following financial statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:
PART I- FINANCIAL INFORMATION
-----------------------------
<TABLE>
<CAPTION>
Page of
Form 10-QSB
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Item 1. Financial Statements:
<S> <C>
Balance Sheets -- March 31, 1997 and June 30, 1996 3
Statement of Stockholders' Equity -- Inception to March 31, 1997 4
Statement of Operations for the nine months ended March 31, 1997
and 1996 and from inception to March 31, 1997 5
Statement of Operations for the three months ended March 31,
1997 and 1996 6
Statement of Cash Flows for the nine months ended March 31,
1997 and 1996 and from inception to March 31, 1997 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of Operation 9
</TABLE>
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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31, June 30,
1997 1996
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 4,606 $ 10,683
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 929 $ 2,736
-------- --------
TOTAL LIABILITIES 929 2,736
-------- --------
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 ( 33,652) ( 29,382)
--------- --------
TOTAL STOCKHOLDERS' EQUITY 3,677 7,947
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,606 $ 10,683
========= =========
</TABLE>
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<PAGE>
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
Net loss for the nine months ended March 31, 1997 ( 4,270) ( 4,270)
------ -- ------ -------- ------
Balance, March 31, 1997 (unaudited) 62,500 $63 $ 37,266 $ (33,652) $ 3,677
====== === ======== ========= =========
</TABLE>
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<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended August 24, 1990
March 31, To
1997 1996 March 31, 1997
REVENUE NONE NONE NONE
--------- -------- --------
<S> <C> <C> <C>
EXPENSES
Professional $ 3,135 $ 2,960 $ 24,221
Miscellaneous 9 15 224
Office 0 0 2,400
Filing fees 739 618 3,862
-------- -------- --------
TOTAL 3,883 3,593 30,707
-------- -------- --------
LOSS BEFORE INCOME TAXES ( 3,883) ( 3,593) (30,707)
INCOME TAXES 387 421 2,945
-------- -------- --------
NET LOSS $( 4,270) $( 4,014) $(33,652)
======== ======== ========
LOSS PER SHARE:
Net loss per share $( .07) $( . 06) $( .68)
======= ======== ========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 62,500 62,500 49,421
======== ======== ========
</TABLE>
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<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three
Months Ended
March 31,
1997 1996
REVENUE NONE NONE
-------- --------
<S> <C> <C>
EXPENSES
Professional $ 1,683 $ 614
Miscellaneous 0 0
Office 0 0
Filing fees 150 417
-------- --------
TOTAL 1,833 1,031
-------- --------
LOSS BEFORE INCOME TAXES ( 1,833) ( 1,031)
INCOME TAXES 0 0
-------- --------
NET LOSS ( 1,833) $( 1,031)
======== ========
LOSS PER SHARE:
Net loss per share $( .03) $( .02)
======== ========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 62,500 62,500
======== ========
</TABLE>
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<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine From Inception
Months Ended August 24, 1990
March 31, To
1997 1996 March 31, 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $( 4,270) $( 4,014) $ (33,652)
Increase (decrease) in accrued expenses ( 1,807) ( 675) 929
------- -------- ---------
NET CASH USED BY OPERATING ACTIVITIES ( 6,077) ( 4,689) ( 32,723)
------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 0 63
Paid in capital 0 0 52,437
Offering costs 0 0 (15,171)
-------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 37,329
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH ( 6,077) ( 4,689) 4,606
BEGINNING CASH BALANCE 10,683 16,476 0
-------- -------- ---------
ENDING CASH BALANCE $ 4,606 $ 11,787 $ 4,606
======== ======== =========
</TABLE>
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<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
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.
Estimates
- ---------
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.
The financial data for the three and nine months ended March 31, 1997 and
1996 and for the period August 24, 1990 (commencement of development stage)
through March 31, 1997 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.
Income taxes
- ------------
As of March 31, 1997, the Company had a $29,382 net operating loss
carryforward available to offset future taxable income through 2005.
NOTE 2: SUBSEQUENT EVENTS
The Company in order to satisfy its cash requirements for at least the next
12 months, consumated a sale of 25,000 shares of Common Stock to Lawrence Kaplan
on May 10, 1997 for a total of $5,000. Lawrence Kaplan is the son-in-law of
Charles and Ida Rose, officers and directors of the Company.
<PAGE>
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 cannot
continue to satisfy its cash requirements for at least the next 12 months. In
accordance therewith, the Company, on May 10, 1997, consummated a sale of 25,000
shares of Common Stock to Lawrence Kaplan, son-in-law of Charles Rose and Ida
Rose, officers and directors of the Company, at a price of $0.20 per share, or
an aggregate of $5,000. The Company believes these funds should be sufficient
to bear the expenses of filings with the Securities and Exchange Commission,
professional and other expenses for the 12 months following such investment,
although no assurance thereof can be given.
Liquidity and Capital Resources. As of March 31, 1997, the Company had
-------------------------------
assets of $4,606 and liabilities of $929. This compares to assets of $10,683
and liabilities of $2,736 for the year ended June 30, 1996. The Company's
assets consist of cash as a result of the offering. The Company will likely to
continue to have limited assets, even after the sale of stock to Mr. Kaplan,
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
-9-
<PAGE>
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, 1997, the Company had no
revenue and expenses of $3,883, as compared with no revenue and expenses of
$3,593 for the nine months ended March 31, 1996.
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<PAGE>
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.
--------------------------------
27 Financial Data Schedule
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<PAGE>
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, 1997 ROSECAP, INC.
By: /s/ Charles Rose
-------------------------------------
Charles Rose, President and
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Rosecap,
Inc. financial statements for the nine months ended March 31, 1997 and is
qualified in its entirety be reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 4,606
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,606
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,606
<CURRENT-LIABILITIES> 929
<BONDS> 0
63
0
<COMMON> 0
<OTHER-SE> 3,614
<TOTAL-LIABILITY-AND-EQUITY> 4,606
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,883
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,883)
<INCOME-TAX> 387
<INCOME-CONTINUING> (4,270)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,270)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
