FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended January 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-57982-D
HARBOUR CAPITAL CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 84-1204841
_______________________________ __________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3127 Ramshorn Drive, Castle Rock, Colorado 80104
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 660-1710
________________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 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
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
Shares Outstanding
Class of Securities at February 15, 1997
___________________ ___________________
Common Stock, par value $.00001 per share 142,036
Transitional Small Business Disclosure Format
Yes No X
___ ___
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Accountants' Disclaimer of Opinion ....................... 3
Balance Sheet ............................................ 4
Statements of Loss and Accumulated Deficit ............... 5
Statements of Cash Flows ................................. 6
Notes to Financial Statements ............................ 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 8
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K. ....................... 9
Signatures .............................................. 10
<PAGE>
The Board of Directors
Harbour Capital Corp.
The accompanying balance sheet of Harbour Capital Corp. as of January 31,
1997, and the related statements of operations and accumulated deficit
and cash flows for the period then ended were not audited by us and,
accordingly, we do not express an opinion on them
Aurora, Colorado
March 14, 1997
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
3
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
BALANCE SHEET
January 31, 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 71,466
----------
Total current assets 71,466
OTHER ASSETS
Organizational costs (net) 43
Restricted cash 80,410
----------
Total other assets 80,453
----------
TOTAL ASSETS $ 151,899
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ -
Accounts payable 489
----------
Total current liabilities 489
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value;
4,000,000 shares authorized; 142,036
shares issued and outstanding at
January 31, 1997. 1
Preferred stock, $0.00001 par value;
20,000 shares authorized; no shares
issued and outstanding -
Additional paid-in capital 165,462
Deficit accumulated during the
development stage (14,053)
----------
Total stockholders' equity 151,410
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 151,899
==========
The accompanying notes are an integral part
of the financial statements
4
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<S> <C> <C> <C> <C> <C>
Period
May 11, 1992
(Inception) For the three months For the nine months
to January 31, ended January 31, ended Janaury 31,
1997 1997 1996 1997 1996
------------- ---------- ---------- ---------- --------
REVENUES
Interest income $ 21,750 $ 1,831 $ 1,876 $ 5,613 $ 5,665
---------- -------- -------- ---------- --------
EXPENSES
Professional fees 17,999 489 2,388 2,143 4,064
Office expense 3,435 353 - 1,902 31
Filing fees 1,000 - - 250 -
Rent 2,825 150 150 450 450
Amortization 707 38 38 113 113
Taxes and licenses 3,068 - - - 250
Dues and subscriptions 125 - - - -
Bank fees 264 - - - -
Travel 4,752 256 - 256 351
Transfer agent 1,628 - - 738 102
---------- -------- -------- ----------- -------
Total expenses 35,803 1,286 2,576 5,852 5,361
---------- -------- -------- ----------- -------
NET INCOME (LOSS) (14,053) 545 (700) (239) 304
Accumulated deficit
Balance, beginning of period - (14,598) (12,612) (13,814) (13,616)
---------- -------- -------- ---------- --------
Balance, end of period $ (14,053) $ (14,053) $ (13,312) (14,053) (13,312)
========== ======== ======== ======== ========
NET INCOME (LOSS) PER SHARE $ (0.10) $ (NIL) $ 0.01 (0.01) 0.01
========== ======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 134,171 142,036 142,036 142,036 142,036
========== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part
of the financial statements
5
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period
May 11, 1992
(Inception) For the three months
to January 31, ended January 31,
1997 1997 1996
------------- ---------- ----------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $ (14,053) $ (239) $ 304
Non cash items included
in net income (loss):
Rent 2,825 450 450
Amortization expense 707 113 113
Changes in:
Current assets - - -
Current liabilities 489 (3,193) 1,271
---------- -------- --------
Net cash used by
operating activities (10,032) (2,869) 2,138
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 184,196 - -
Statutory escrow contribution (80,410) - -
Deferred offering costs paid (21,558) - -
Organizational costs (750) - -
---------- -------- --------
Net cash provided by
financing activities 81,478 - -
---------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 71,446 (2,869) 2,138
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 74,315 71,531
---------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 71,446 $ 71,446 $ 73,669
========== ======== ========
The accompanying notes are an integral part
of the financial statements
6
<PAGE>
Harbour Capital Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 1997
(Unaudited)
1. Management's representation of interim financial information
------------------------------------------------------------
The accompanying financial statements have been prepared by Harbour
Capital Corp. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted as allowed by such rules and regulations, and
management believes that the disclosures are adequate to make the
information presented not misleading. These financial include all of
the adjustments which, in the opinion of management, are necessary to a
fair presentation of financial position and results of operations. All
such adjustments are of a normal and recurring nature. These financial
statements should be read in conjunction with the audited financial
statements at April 30, 1996.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
The Company completed the initial public offering of its securities in
October of 1993, receiving gross proceeds of $122,196. Total costs
of the offering amounted to $21,558. The net proceeds of the offering,
therefore, amounted to $100,638. Pursuant to the Colorado Securities Act
and based upon actual and estimated offering costs, $80,410 of that amount
was deposited into escrow. By law, funds may not be released from the
escrow until such time as the Company shall devote to an identified business
an amount equal to or greater than 50% of the gross proceeds of the offering.
After subtracting the portion of offering proceeds that was deposited
into escrow, the Company received remaining net proceeds of $20,228. That
amount, therefore, represented the only offering proceeds that would be
available for use by the Company prior to the release of funds from escrow.
In addition to the proceeds from the Company's public offering. the
Company also previously raised $62,000 in a private offering and a majority
of those funds are still available.
Management anticipates that the Company's current liquid capital resources
will be applied in the coming twelve months to three purposes. The first
purpose will be to meet the Company's reporting obligations under the
Securities Exchange Act of 1934, as amended. The second purpose will be to
cover general and administrative expenses. The third purpose will be to
cover the expenses associated with searching for and investigating business
opportunities. The Company anticipates that its current resources will be
adequate for those purposes for at least the coming year.
Except as described in the preceding paragraph, the Company anticipates
that its capital needs will be minimal until it shall have identified a business
opportunity with which to combine. In pursuing a combination transaction, the
Company is likely to incur significant additional expenses. The Company expects
to meet such expenses with its current liquid capital resources, but if the
funds available for use by the Company prove inadequate, the Company will
seek to meet such expenses by seeking to have payment of them deferred until
after the combination shall have been consummated or, in the alternative, by
obtaining loans or other capital contributions from the Company's founding
stockholders.
8
<PAGE>
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of $100,638 of net proceeds from
its public offering and $62,000 of inside capitalization funds. The Company's
balance sheet for the fiscal year ended April 30, 1996, reflects a current
asset value of $74,315, consisting entirely of cash, and a total asset
value of $154,881. These figures compare to $71,446 in current
assets and $151,899 in total assets at January 31, 1997, the total
assets consisting primarily of restricted cash deposited in escrow pursuant
to the Colorado Securities Act ($80,410) and remaining net proceeds
from the Company's private and public offerings
The Company continues to carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the operating
losses, if any, of the business entity which the Company eventually acquires.
Results of Operations
Since completing its public offering and during the fiscal quarter ended
January 31, 1997, the Company has engaged in no significant operations other
than the search for, and identification and evaluation of, possible acquisition
candidates. Other than interest income of $1,831 and $1,876, respectively no
revenues were received by the Company during the quarters ended January 31, 1997
and 1995. No other revenues, except interest income of $21,750, have been
received by the Company since inception. The Company experienced a net gain
of $545 and a net loss of $700, respectively, during the quarters ended
January 31, 1997 and 1995. The difference between the resulting gain and loss
in net income is attributable primarily to timing of the payment of expenses.
For the current fiscal year, the Company anticipates an increased net loss
owing to expenses associated primarily with compliance with reporting
requirements and with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues other than interest income,
and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has caused this report to be signed on its behalf by the
undersigned duly authorized person.
HARBOUR CAPITAL CORP.
Date March 15, 1997 By:/s/ Frank L. Kramer
------------------------
Frank L. Kramer,
Chief Financial Officer
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED JANUARY 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> JAN-31-1997
<CASH> 71446
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 71446
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 151899
<CURRENT-LIABILITIES> 489
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 165462
<TOTAL-LIABILITY-AND-EQUITY> 151899
<SALES> 0
<TOTAL-REVENUES> 1831
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 545
<EPS-PRIMARY> 0.004
<EPS-DILUTED> 0.004
</TABLE>
