<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended July 31, 1996.
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 No: 0-25818
CHELMSFORD CAPITAL, LTD.
(Name of small business in its charter)
Colorado 84-1293163
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7331 S. Meadow Court, Boulder, Colorado 80301
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 530-3353
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities
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 issuers involved in bankruptcy
proceedings during the past five years
Check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities under
a plan confirmed by a court. Yes ____ 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. At 07/31/96 the following shares of
common were outstanding: Common Stock, no par value,
1,717,000 shares; Class A Warrants to purchase common
stock, 2,739,000; Class B Warrants to purchase common
stock, 1,369,500.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No X <PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant
for the six months ending July 31, 1996, follow. The
financial statements reflect all adjustments which are,
in the opinion of management, necessary to a fair statement
of the results for the interim periods presented.
(b) Exhibit 27 - Financial Data Schedule
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES: 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 net proceeds in the amount of $6,847.50 from its
inside capitalization funds. Consequently, the Company's
balance sheet for the period of July 31, 1996, reflects a
current asset value of $651 and a total asset value of $997,
primarily in the form of cash.
The Company will carry out its plan of business to seek out
and take advantage of business opportunities that may have
potential for profit, and acquire such businesses, or a
controlling interest therein. 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 may eventually acquire.
RESULTS OF OPERATION: During the period from
January 19, 1995 (inception) through July 31, 1996, the
Company has engaged in no significant operations other
than the acquisition of capital and registering its securities
under the Securities and Exchange Act of 1934, as
amended. No revenues were received by the Company
during this period. The company has experienced a net
loss of $11,253 since inception. This loss is primarily the
result of the legal and accounting costs of compliance with
the reporting requirements of the securities laws and
general and administrative expenses.
In March of 1996, the Company briefly entered into
negotiations for a possible business combination with
Metrax Medical, Inc. No agreement was made and no
business combination was consummated. All expenses
related to the negotiations were paid by Metrax Medical,
Inc.
For the current fiscal year, the Company anticipates an
increased net loss owing to expenses associated with
locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is
completed with an acquisition candidate, it will no 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.
Irrespective of whether the Company's cash assets prove to
be inadequate to meet the Company's operational needs,
the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.
NEED FOR ADDITIONAL FINANCING: The Company
believes that its existing capital will be sufficient to meet
the Company's cash needs, including the costs of
compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended, until the
Company shall have completed a business combination.
There is no assurance, however, that the available funds
will ultimately prove to be adequate for the Company's
operations. No other commitments to provide funds have
been made by management or other stockholders.
Accordingly, there can be no assurance that any other loans
will be made to the Company or that other funds will prove
to be available to cover the Company's expenses.
Part II
PART 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA
SCHEDULE
There have been no reports on Form 8-K for the
quarter ending July 31, 1996.
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CHELMSFORD CAPITAL, LTD.
__________________________________
(Registrant)
Date: September 14, 1996
/s/Grant Peck
Grant Peck, President
<PAGE>
FINANCIAL STATEMENTS
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Quarter Ended July 31, 1996<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Index to
Consolidated Financial Statements
Consolidated Balance Sheet
Comparative Quarters/Inception to Date
Statement of Cash Flows
Notes to Financial Statements<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AND FOR THE QUARTER ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 651
OTHER ASSETS:
Organizational costs (net
of amortization) 346
TOTAL CURRENT
ASSETS 997
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable 2,740
STOCKHOLDERS' EQUITY
Common stock, no par value
100,000,000 shares authorized;
1,717,000 shares issues and
outstanding 8,585
Preferred stock, no par value
10,000,000 shares authorized
no shares issued and outstanding -
Additional paid-in capital 925
Deficit accumulated during the
development stage <11,253>
Total stockholders' equity <1,743>
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 997
/TABLE
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED
DEFICIT
AS OF AND FOR THE SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/19/95) period ended period ended
thru 7/31/96 1996 1995
<S> <C> <C> <C>
INCOME - - -
EXPENSES
Legal and
professional 8,762 1,506 1,661
Amortization 154 25 25
Bank charges 69 9 2
Rent 925 150 150
Miscellaneous fees 105 - -
Director fees 1,238 - -
TOTAL EXPENSES 11,253 1,690 1,838
NET LOSS (11,253) (1,690) (1,838)
Accumulated deficit
Balance, beginning of
period - (9,563) (5,376)
Balance, end of
period (11,253) (11,253) (9,214)
Loss per common
share (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,697,395 1,697,395 1,695,000
/TABLE
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/15/95) period ended period ended
to 7/31/96 1996 1995
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (11,253) (1,690) (4,838)
Noncash items
included in net loss:
Amortization 154 25 25
Rent 925 150 150
Stock issued for
services 1,238 - -
Changes in:
Current
liabilities 2,740 1,506 (12)
Net cash used
by operating
activities (6,196) (9) (1,645)
CASH FLOWS FROM
INVESTING
ACTIVITIES
Issuance of common
stock 6,847 - -
Net cash and cash
equivalents provided
(used) by financing
activities 651 - -
Net increase
(decrease) in
cash and cash
equivalents 651 (97) (1,675)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD - 660 3,373
CASH AND CASH
EQUIVALENTS,
END OF PERIOD 651 (651) 1,698
/TABLE
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED
JULY 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
Chelmsford Capital, Ltd. ("the Company") was incorporated under
the laws of the State of Colorado on January 19, 1995. Its office
is located at the home of its President at 7331 South Meadow
Court, Boulder, Colorado 80301.
The Company is a new enterprise in the development stage as
defined by Statement No. 7 of the Financial Accounting Standards
Board and has not engaged in any business other than
organizational efforts. Its has no full-time employees and owns no
real property. The Company intends to seek out and take
advantage of business opportunities that may have potential for
profit, and to that end, intends to acquire properties or businesses,
or a controlling interest therein. Management of the Company will
have virtually unlimited discretion in determining the business
activities in which the Company might engage.
The Company currently does not own any properties or an interest
in any business. Moreover, it has not identified any properties or
business opportunities that it shall seek to acquire, has no
understanding or arrangement to acquire any properties or business
interests, and has not identified any specific geographical area,
industry, or type of business in which it intends to operate.
Account Method
The Company records income and expenses on the accrual method.
2. STOCKHOLDERS EQUITY
The Company is authorized to issue up to 10,000,000 shares of its
no par value preferred stock. The preferred stock may be issued
in series, from time to time, with such designation, rights,
preferences and limitations as the Board of Directors may
determine by resolution. As of July 31, 1996, no shares of
preferred stock were issued or outstanding.
3. RELATED PARTY TRANSACTIONS
The Company's Vice-President and director is a partner in the law
firm of Frascona, Joiner & Goodman, P.C., the Company's
general and securities counsel. Since inception, the Company has
paid $7,731 for legal services rendered.
The President of the Company is providing office space at no
charge to the Company. For purposes of the financial statements,
the Company is accruing $50 per month as additional paid-in
capital for this use.
4. SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES.
As mentioned in Note 3, the Company has incurred $925 since
inception in rent expense which has been designated as paid-in
capital.
5. REGISTRATION OF SECURITIES.
The Company has registered its common shares and units under
Section 12(g) of the 1934 Exchange Act.
