<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 September 30, 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 __________
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
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(Address of principal executive offices)
(516) 698-6914
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(Issuer's telephone number)
No change
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(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: 87,500 shares of Common
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Stock, par value $.001 per share, outstanding as of October 31, 1997.
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FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
ROSECAP, INC.
For the Quarter ended September 30, 1997
The following financial statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:
PART I- FINANCIAL INFORMATION
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<TABLE>
<CAPTION>
Page of
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Form 10-QSB
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<S> <C>
Item 1. Financial Statements:
Balance Sheets -- September 30, 1997 and June 30, 1997 3
Statement of Stockholders' Equity -- Inception to September 30, 1997 4
Statement of Operations for the three months ended September 30,
1997 and 1996 and from inception to September 30, 1997 5
Statement of Cash Flows for the three months ended September 30,
1997 and 1996 and from inception to September 30, 1997 6
Notes to Financial Statements 7,8
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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ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
September 30 June 30,
1997 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 4,961 $ 7,502
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 2,798 $ 1,938
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TOTAL LIABILITIES 2,798 1,938
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STOCKHOLDERS' EQUITY
Common stock, $.001 par value
50,000,000 shares authorized
87,500 shares issued and outstanding 88 88
Capital in excess of par value 42,241 42,241
Deficit accumulated during development stage ( 40,166) ( 36,765)
TOTAL STOCKHOLDERS' EQUITY 2,163 5,564
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,961 $ 7,502
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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 0 2,500
Net loss from inception to June 30, 1991 0 0 0 ( 976) ( 976)
Proceeds of initial public offering 50,000 50 49,950 0 50,000
Offering costs 0 0 (14,394) 0 (14,394)
Net loss for the year ended June 30, 1992 0 0 0 ( 3,991) ( 3,991)
Offering costs 0 0 ( 777) 0 ( 777)
Net loss for the year ended June 30, 1993 0 0 0 ( 5,854) ( 5,854)
Net loss for the year ended June 30, 1994 0 0 0 ( 5,662) ( 5,662)
Net loss for the year ended June 30, 1995 0 0 0 ( 6,491) ( 6,491)
Net loss for the year ended June 30, 1996 0 0 0 ( 6,408) ( 6,408)
------ --- -------- ------- ------
Balance, June 30, 1996 62,500 63 37,266 (29,382) 7,947
Issuance of common shares, May 10, 1997 25,000 25 4,975 0 5,000
Net loss for the year ended June 30, 1997 0 0 0 ( 7,383) ( 7,383)
------ --- -------- ------- ------
Balance, June 30, 1997 87,500 88 42,241 (36,765) 5,564
Net loss for the three months ended September 30, 1997 0 0 0 ( 3,401) ( 3,401)
------ --- -------- ------- ------
Balance, September 30, 1997 (unaudited) 87,500 $88 $ 42,241 $(40,166) $ 2,163
====== === ======== ======= ======
</TABLE>
<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three From Inception
Months Ended August 24, 1990
September 30, To
1997 1996 September 30, 1997
<S> <C> <C> <C>
REVENUE NONE NONE NONE
---- ---- ----
EXPENSES
Office $ 0 $ 0 $ 2,400
Professional 2,803 977 30,003
Filing and transfer fees 218 150 4,230
Miscellaneous 0 9 224
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TOTAL 3,021 1,136 36,857
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LOSS BEFORE INCOME TAXES ( 3,021) ( 1,136) (36,857)
INCOME TAXES 380 387 3,309
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NET LOSS $( 3,401) $( 1,523) $(40,166)
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LOSS PER SHARE:
Net loss per share $( .04) $( . 02) $( .78)
------ ------ ------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 87,500 62,500 51,724
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</TABLE>
<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three From Inception
Months Ended August 24, 1990
September 30, To
1997 1996 September 30, 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $( 3,401) $( 1,523) $( 40,166)
Increase (decrease) in accrued expenses 860 ( 1,008) 2,798
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NET CASH USED BY OPERATING ACTIVITIES ( 2,541) ( 2,531) ( 37,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 0 88
Paid in capital 0 0 57,412
Offering costs 0 0 (15,171)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 42,329
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NET INCREASE (DECREASE) IN CASH ( 2,541) ( 2,531) 4,961
BEGINNING CASH BALANCE 7,502 10,683 0
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ENDING CASH BALANCE $ 4,961 $ 8,152 $ 4,961
======== ======== =========
</TABLE>
<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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
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 months ended September 30, 1997 and 1996 and
for the period August 24, 1990 (commencement of development stage) through
September 30, 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 September 30, 1997, the Company had a $29,382 net operating loss
carryforward available to offset future taxable income through 2005.
<PAGE>
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 2: CAPITAL STOCK
The Company in order to satisfy its cash requirements, consummated the 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.
NOTE 3: SUPPLEMENTAL CASH FLOW INFORMATION
The following were paid during the period ended September 30, 1997:
Income taxes $ 388
NOTE 4: MERGER DISCUSSIONS
The Company is in the midst of merger talks with Westbury Alloys, LLC, a
privately held corporation engaged in the smelting business. There is no
guarantee that the merger will take place.
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Rosecap, Inc. (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
1996 without being exercised. The Class "B" Warrants expired in June 1996
without being exercised. The offering was closed on May 20, 1992.
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.
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 consummate a merger or acquisition. In accordance
therewith, the Company is in the midst of negotiating a merger with Westbury
Alloys, LLC, a privately held corporation engaged in the smelting business and a
related private placement of the Company's Common Stock. There can be no
assurance that the merger or private placement will take place.
Liquidity and Capital Resources. As of September 30, 1997, the Company had
-------------------------------
assets of $4,961 and liabilities of $2,798. This compares to assets of $7,502
and liabilities of $1,938 at June 30, 1997. The Company's assets consist of
cash as a result of the offering and the sale of stock to Mr. Kaplan. The
Company will likely 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 its efforts to locate suitable acquisition transactions and the
sale of stock to Mr. Kaplan. No revenue has been generated by
9
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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 an operating company, of which there can be no assurance. For the three
months ended September 30, 1997, the Company had no revenue and expenses of
$3,021 as compared with no revenue and expenses of $1,136 for the three months
ended September 30, 1996.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the officers and
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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.
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Item 3. Defaults Upon Senior Securities. None.
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Item 4. Submission of Matters to a Vote of Security Holders. None.
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Item 5. Other Information. None.
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Item 6. (A) Exhibits
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Exhibit No. Description
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27.1 Financial Data Schedule
(B) Reports on Form 8-K. None.
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11
<PAGE>
SIGNATURES
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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: November 3, 1997 ROSECAP, INC.
By: /s/ Charles Rose
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Charles Rose, President and
Chief Financial Officer
12
<PAGE>
EXHIBIT INDEX
27.1 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROSECAP,
INC. FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 4961
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4961
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4961
<CURRENT-LIABILITIES> 2798
<BONDS> 0
88
0
<COMMON> 0
<OTHER-SE> 2075
<TOTAL-LIABILITY-AND-EQUITY> 4961
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3021
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3021)
<INCOME-TAX> 380
<INCOME-CONTINUING> (3401)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3401)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
