<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 December 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 January 26, 1997.
<PAGE> 2
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
ROSECAP, INC.
For the Quarter ended December 31, 1996
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
-----------
<S> <C>
Item 1. Financial Statements:
Balance Sheets -- December 31, 1996 and June 30, 1996 3
Statement of Stockholders' Equity -- Inception to December 31, 1996 4
Statement of Operations for the six months ended December 31, 1996
and 1995 and from inception to December 31, 1996 5
Statement of Operations for the three months ended December 31,
1996 and 1995 6
Statement of Cash Flows for the six months ended December 31,
1996 and 1995 and from inception to December 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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2
<PAGE> 3
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 7,278 $ 10,683
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 1,768 $ 2,736
-------- ---------
TOTAL LIABILITIES 1,768 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 (31,819) (29,382)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 5,510 7,947
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,278 $ 10,683
======== ========
</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 (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 six months ended
December 31, 1996 (2,437) (2,437)
------ -- ------ ------- -------
Balance, December 31, 1996 (unaudited) 62,500 $63 $37,266 $(31,819) $ 5,510
====== == ====== ======= ======
</TABLE>
<PAGE> 5
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Six From Inception
Months Ended August 24, 1990
December 31, To
1996 1995 December 31, 1996
<S> <C> <C> <C>
REVENUE NONE NONE NONE
EXPENSES
Professional $ 1,452 $ 2,346 $22,538
Miscellaneous 9 15 224
Office 0 0 2,400
Filing fees 589 201 3,712
------- ------- --------
TOTAL 2,050 2,562 28,874
------- ------- --------
LOSS BEFORE INCOME TAXES (2,050) (2,562) (28,874)
INCOME TAXES 387 421 2,945
------- ------- --------
NET LOSS $(2,437) ($ 2,983) $(31,819)
------- ------- --------
LOSS PER SHARE:
Net loss per share $ (.04) $ (.05) $ (.65)
------- ------- --------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 62,500 62,500 48,916
======= ======= ========
</TABLE>
<PAGE> 6
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three
Months Ended
December 31,
1996 1995
<S> <C> <C>
REVENUE NONE NONE
EXPENSES
Professional $ 475 $ 659
Miscellaneous 0 15
Office 0 0
Filing fees 439 100
------- -------
TOTAL 914 774
------- -------
LOSS BEFORE INCOME TAXES (914) (774)
INCOME TAXES 0 0
------- -------
NET LOSS $ (914) $ (774)
------- -------
LOSS PER SHARE:
Net loss per share $ (.01) $ (.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 Six From Inception
Months Ended August 24, 1990
December 31, To
1996 1995 December 31, 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,437) $(2,983) $(31,819)
Increase (decrease) in accrued expenses (968) (1,016) 1,768
------- ------- --------
NET CASH USED BY OPERATING ACTIVITIES (3,405) (3,999) (30,051)
------- ------- --------
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 (3,405) (3,999) 7,278
BEGINNING CASH BALANCE 10,683 16,476 0
------- ------- --------
ENDING CASH BALANCE $ 7,278 $12,477 $ 7,278
======= ======= ========
</TABLE>
<PAGE> 8
ROSECAP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(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 Company 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 TRANSACTIONS
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 six months ended December 31, 1996 and
1995 and for the period August 24, 1990 (commencement of development stage)
through December 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.
SUPPLEMENTAL CASH FLOW INFORMATION
The following were paid during the six months ended December 31, 1996:
Income taxes $404
Interest -0-
INCOME TAXES
As of December 31 1996, the Company had a $29,382 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
1995 without being exercised. The Class "B" Warrants expired in June 1995
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 December 31, 1996, the Company
had assets of $7,278 and liabilities of $1,768. 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 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 six months ended
December 31, 1996, the Company had no revenue and expenses of $2,050, as
compared with no revenue and expenses of $2,562 for the six months ended
December 31, 1995.
9
<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. (A) Exhibits
Exhibit No. Description
27.1 Financial Data Schedule
(B) 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: February 1, 1997 ROSECAP, INC.
By: /s/ Charles Rose
------------------------------
Charles Rose, President and
Chief Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROSECAP,
INC. FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 7,278
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,278
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,278
<CURRENT-LIABILITIES> 1,768
<BONDS> 0
0
0
<COMMON> 63
<OTHER-SE> 5,447
<TOTAL-LIABILITY-AND-EQUITY> 7,278
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,050
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,050)
<INCOME-TAX> 387
<INCOME-CONTINUING> (2,437)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,437)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
