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 April 30, 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 April 30, 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 April 30, 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 April 30, 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
Aurora, Colorado
June 18, 1997
<PAGE>
CHELMSFORD CAPITAL, LTD.
(A Development Stage Company)
BALANCE SHEET
April 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents -
Total current assets -
NON-CURRENT ASSETS
Organizational costs (net) 321
Total other assets 321
TOTAL ASSETS 321
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 5,496
Total current liabilities 5,496
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 (17,249)
Total stockholders' equity (5,175)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 321
</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)
<TABLE>
<CAPTION>
Period from
Inception For quarter ended April 30
(1/19/95)
to April 30, 1997 1997 1996
<S> <C> <C> <C>
INCOME - - -
EXPENSES
Amortization 179 - 25
Bank charges 84 - 14
Rent 1,075 - 150
Legal and
professional 14,568 2,187 -
Miscellaneous fees 105 - -
Directors Fees 1,238 - -
TOTAL EXPENSES 17,249 2,187 189
NET LOSS (17,249) (2,187) (189)
Balance, beginning of
period - (15,062) (8,374)
Balance, end of
period (17,249) (17,249) (8,563)
NET LOSS
PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,360,611 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 three months ended
(1/15/95) April 30
to 4/30/97 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (17,249) (2,187) (189)
Noncash items
included in net loss:
Rent 1,075 - 150
Amortization expense 179 - 25
Expenses paid by
related party 2,414 - -
Stock issued for
services 1,238 - -
Changes in:
Current
liabilities 5,496 2,187 -
Net cash used
by operating
activities (6,847) - (14)
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 - - (14)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD - - 673
CASH AND CASH
EQUIVALENTS,
END OF PERIOD - - 659
</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
April 30, 1997
1. 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 April 30, 1997,
reflects no current assets and current liabilities in the amount of $5,496.
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 April 30, 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: June 19, 1997
/s/John R. Mulder
John R. Mulder, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> APR-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 321
<CURRENT-LIABILITIES> 5,496
<BONDS> 0
0
0
<COMMON> 8,585
<OTHER-SE> (13,760)
<TOTAL-LIABILITY-AND-EQUITY> 321
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,187
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,187)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
