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 July 31, 1997.
_____ 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 July 31, 1997, the
following shares of common were outstanding: Common Stock, no par
value, 1,369,500 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 I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Quarter Ended July 31, 1997<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
Index to Financial Statements
Accountant's Report
Balance Sheet
Statements of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
The Board of Directors and Stockholders of Chelmsford Capital, Ltd.
The accompanying balance sheet of Chelmsford Capital, Ltd. (a
development stage company) as of July 31, 1997, and the related
statements of loss 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.
COMISKEY & COMPANY
Denver, Colorado
September 17, 1997
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
BALANCE SHEET
July 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents -
Total current assets -
NON-CURRENT ASSETS
Organizational costs (net) 271
Total other assets 271
TOTAL ASSETS 271
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,595
Accounts payable - related party 7,244
Total current liabilities 8,838
STOCKHOLDERS' EQUITY
Common stock, no par value
100,000,000 shares authorized;
1,369,500 shares issued 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 (20,641)
Total stockholders' equity (8,567)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 271
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED) Page 1 of 2
<TABLE>
<CAPTION>
For quarter ended 7/31
1997 1996
<S> <C> <C>
REVENUES
Income - -
EXPENSES
Amortization 50 25
Bank charges - 10
Rent - 150
Legal and
professional 3,342 -
Miscellaneous fees - -
Directors Fees - -
TOTAL EXPENSES 3,392 185
NET LOSS (3,392) (185)
Balance, beginning of
period (17,249) (8,563)
Balance, end of
period (20,641) (8,748)
NET LOSS
PER SHARE (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,369,500 1,349,895
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED) Page 2 of 2
<TABLE>
<CAPTION>
Period from
Inception For six months ended 7/31
(1/19/95)
to July 31, 1997 1997 1996
<S> <C> <C> <C>
REVENUES
Income - - -
EXPENSES
Amortization 229 50 50
Bank charges 84 - 24
Rent 1,075 - 300
Legal and
professional 17,910 5,529 -
Miscellaneous fees 105 - -
Directors Fees 1,238 - -
TOTAL EXPENSES 20,641 5,579 374
NET LOSS (20,641) (5,579) (374)
Balance, beginning of
period - (15,062) (8,374)
Balance, end of
period (20,641) (20,641) (8,748)
NET LOSS
PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,361,496 1,369,500 1,349,895
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from
Inception For the six months ended
(1/15/95) July 31
to 7/31/97 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (20,641) (5,579) (374)
Noncash items
included in net loss:
Rent 1,075 - 300
Amortization expense 229 50 50
Expenses paid by
related party 2,414 - -
Stock issued for
services 1,238 - -
Changes in:
Current
liabilities 8,838 5,529 -
Net cash used
by operating
activities (6,847) - (24)
CASH FLOWS FROM
INVESTING
ACTIVITIES - - -
CASH FLOWS FROM
FINANCING
ACTIVITIES
Issuance of common 6,847 - -
Net cash provided by
financing activities 6,847 - -
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS - - (24)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD - - 673
CASH AND CASH
EQUIVALENTS,
END OF PERIOD - - 649
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CHELMSFORD CAPITAL, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 1997
1. MANAGEMENT'S REPRESENTATION OF INTERIM
FINANCIAL INFORMATION.
The accompanying financial statements have been prepared by
Chelmsford Capital, Ltd. 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
statements 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 January 31, 1997.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.
The Company's plan of operations for the next twelve months is
to continue to seek to complete a merger or acquisition transaction with
a small or medium-sized enterprise which desires to become a public
corporation. In selecting a potential merger or acquisition candidate, the
Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.
The types of business enterprises which it is believed might find
a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their shares
in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, foreign
companies desiring to obtain access to U.S. customers and U.S. capital
markets, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe that
the possibility of development of a public market for their securities will
be of assistance in that process. Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
Although it has had preliminary discussions with several potential
merger or acquisition candidates, the Company is unable to predict when
it may participate in a business opportunity. It has not established any
deadline for completion of a transaction, and anticipates that the process
could continue throughout the next twelve months.
The Company's balance sheet for the quarter ended July 31,
1997, reflects no current assets and current liabilities in the amount of
$8,838. Accordingly, the Company will be required to raise additional
funds, or its shareholders will be required to advance funds in order to
pay its current liabilities and to satisfy the Company's cash requirements
for the next twelve months.
Part II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - Financial data schedule.
(b) There have been no reports on Form 8-K for the
quarter ending July 31, 1997.
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 22, 1997
/s/____________________________
John R. Mulder, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JUL-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 271
<CURRENT-LIABILITIES> 8,838
<BONDS> 0
0
0
<COMMON> 8,525
<OTHER-SE> (17,152)
<TOTAL-LIABILITY-AND-EQUITY> 271
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,392
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,392)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
