U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
__X__ Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended October 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)
1055 E. Tropicana Avenue, Suite 700
Las Vegas, Nevada 89119
(Address of Principal Office) Zip Code
Issuer's telephone number: (702) 436-1000
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 10/31/96 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 nine months ending October 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
October 31, 1996, reflects a current asset value of $0 and a total
asset value of $321.
RESULTS OF OPERATION: During the period from January 19,
1995 (inception) through October 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 $11,753 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.
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, and may continue to operate at a loss
after completing a business combination, depending upon the
performance of the acquired business.
The Company might seek to compensate providers of services by
issuances of stock in lieu of cash.
Subsequent to October 31, 1996, a change of control of the
Company occurred which was disclosed in a report on Form 8-K
dated November 6, 1996. The Company did not complete a
business combination in conjunction with the change of control,
and as a result, the change of control is not expected to have any
current effect on operations.
NEED FOR ADDITIONAL FINANCING: The Company will
require additional funds to pay its expenses, including the costs of
compliance with the continuing reporting requirements of the
Securities and Exchange Act of 1934, as amended, until it has
competed a business combination. However, no other
commitments to provide funds have been made by management or
other stockholders as of the date of this report.
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 October 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: December 12, 1996
/s/John R. Mulder
John R. Mulder, President
<PAGE>
FINANCIAL STATEMENTS
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Quarter Ended October 31, 1996<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Index to Financial Statements
Balance Sheet
Statement of Loss and Deficit
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
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 0
OTHER ASSETS:
Organizational costs (net
of amortization) 321
TOTAL CURRENT
ASSETS 321
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable 0
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 3,489
Deficit accumulated during the
development stage (11,753)
Total stockholders' equity 321
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 321
/TABLE
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
AS OF AND FOR THE NINE MONTHS ENDED
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/19/95) period ended period ended
thru 10/31/96 10/31/1996 10/31/1995
<S> <C> <C> <C>
INCOME - - -
EXPENSES
Legal and
professional 9,072 310 444
Amortization 179 25 25
Bank charges 84 15 12
Rent 1,075 150 150
Miscellaneous fees 105 - -
Director fees 1,238 - -
TOTAL EXPENSES 11,753 500 631
NET LOSS (11,253) (500) (631)
Accumulated deficit
Balance, beginning of
period - (11,253) (7,214)
Balance, end of
period (11,753) (11,753) (7,845)
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
NINE MONTHS ENDED
OCTOBER 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
Inception For the For the
(1/15/95) period ended period ended
to 10/31/96 10/31/1996 10/31/1995
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (11,753) (500) (631)
Noncash items
included in net loss:
Amortization 179 25 25
Rent 1,075 150 150
Stock issued for
services 1,238 - -
Paid in capital 2,414 2,414 -
Changes in:
Current
liabilities -0- (2,740) (558)
Net cash used
by operating
activities (6,847) (651) (1,014)
CASH FLOWS FROM
INVESTING
ACTIVITIES
Issuance of common
stock 6,847 - -
Net cash and cash
equivalents provided
(used) by financing
activities 6,847 - -
Net increase
(decrease) in
cash and cash
equivalents -0- (651) (1,014)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD -0- 651 1,698
CASH AND CASH
EQUIVALENTS,
END OF PERIOD -0- -0- 684
</TABLE>
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED
OCTOBER 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.
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 October 31, 1996, no shares of
preferred stock were issued or outstanding.
3. SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES.
As mentioned in Note 3, the Company has incurred $1075 since
inception in rent expense which has been designated as paid-in
capital.
4. REGISTRATION OF SECURITIES.
The Company has registered its common shares and units under
Section 12(g) of the 1934 Exchange Act.
5. SUPPLEMENTAL EVENT.
Effective as of November 6, 1996, there was a change in control
of the Company. Capital Twain, Inc., a Nevada corporation,
purchased 1,189,500 shares of the Company's issued and
outstanding stock. At the same time, 347,500 shares of the
previously issued and outstanding shares were surrendered to the
Company for cancellation. As a result, the shares purchased by
Capital Twain, Inc., represent 86.86% of the issued and
outstanding stock. In conjunction with the change of control, all
previous officers and directors of the Company resigned, and John
R. Mulder was appointed as the sole officer and director.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 321
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 321
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 8,585
<OTHER-SE> 3,489
<TOTAL-LIABILITY-AND-EQUITY> 321
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,253)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,753)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,753)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
