-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJtjYUXTil7c2tKF9n788O/aQ1aUdJIV0MIJbD6Kv3Y7w/7nqlboNoioDcbTJe1X XVQB534PCSTe40vfm6A3WA== 0000948830-96-000004.txt : 19960117 0000948830-96-000004.hdr.sgml : 19960117 ACCESSION NUMBER: 0000948830-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL CAPITAL CORP CENTRAL INDEX KEY: 0000798528 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841018684 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26136 FILM NUMBER: 96503813 BUSINESS ADDRESS: STREET 1: 16178 EAST PRENTICE PLACE CITY: AURORA STATE: CO ZIP: 80015 BUSINESS PHONE: 3036906787 MAIL ADDRESS: STREET 1: 16178 E PRENTICE PL CITY: AURORA STATE: CO ZIP: 80015 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended: November 30, 1995 Commission File No. 0-26136 UNIVERSAL CAPITAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 84-1018684 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 16178 East Prentice Place, Aurora, Colorado 80015 -------------------------------------------------- (Address of principal executive offices) (303) 690-6787 ---------------------------------------------------- (Registrant's telephone number, including area code) 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. [ X ] Yes [ ] No As of November 30, 1995, Registrant had 2,000,000 shares of common stock, no Par Value, outstanding. INDEX Page Number PART I. FINANCIAL INFORMATION Item I. Financial Statements Balance Sheets, February 28, 1995 and November 30, 1995 (Unaudited) 2 Statements of Operations, Three Months Ended November 30, 1995 (Unaudited) and From March 5, 1986 (Date of Inception) through November 30, 1995 (Unaudited) 3 Statements of Operations, Nine Months Ended November 30, 1995 (Unaudited) and From March 5, 1986 (Date of Inception) through November 30, 1995 (Unaudited) 4 Statements of Cash Flows, Three Months Ended November 30, 1995 and From March 5, 1986 (Date of Inception) through November 30, 1995 (Unaudited 5 Statements of Cash Flows, Nine Months Ended November 30, 1995 and From March 5, 1986 (Date of Inception) through November 30, 1995 (Unaudited 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 7 PART II. OTHER INFORMATION 8 Signatures 8 UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) BALANCE SHEETS (Unaudited) [CAPTION] ASSETS February 28, November 30, 1995 1995 [S] [C] [C] Current Assets: Cash - demand deposit $ 12,680 $ 266 Cash - certificate of deposit 102,018 - Treasury bill at cost 99,651 - Other 283 - Total Current Assets 214,632 266 TOTAL ASSETS $214,632 $ 266 [CAPTION] LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) [S] [C] [C] Current Liabilities: Accounts payable 3 33,325 Notes payable, related parties - 14,500 Total Current Liabilities 3 47,825 TOTAL LIABILITIES 3 47,825 Stockholders' Equity: Common stock, No par value, authorized 100,000,000 shares, issued and outstanding 200,000 and 2,000,000 shares, respectively 245,060 49,838 Excess of expenses over revenue during development stage (30,431) (97,397) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 214,629 (47,559) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 214,632 $ 266 The accompanying notes are an integral part of the financial statements. UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF OPERATIONS (Unaudited) [CAPTION] From March 5, 1986 (Date Three Months of Inception) Ended through November 30, 1995 November 30, 1995 [S] [C] [C] Revenue: Interest income $ - $ 87,721 Expenses: Accounting and legal 27,703 101,613 Stock issued for services - 62,000 Miscellaneous 334 18,345 28,037 181,958 Excess of Expenses over Revenue During Development Stage before Provision for Income Taxes (28,037) (94,237) Provision (Credit) for Income Taxes Current - 3,160 Excess of Expenses over Revenue During Development Stage $(28,037) $(97,397) Excess of Expenses over Revenue During Development Stage Per Share $ (.01) $ (.05) The accompanying notes are an integral part of the financial statements. UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF OPERATIONS (Unaudited) [CAPTION] From March 5, 1986 (Date Nine Months of Inception) Ended through November 30, 1995 November 30, 1995 [S] [C] [C] Revenue: Interest income $ 2,113 $ 87,721 Expenses: Accounting and legal 47,070 101,613 Stock issued for services 19,000 62,000 Miscellaneous 3,951 18,345 70,021 181,958 Excess of Expenses over Revenue During Development Stage before Provision for Income Taxes (67,908) (94,237) Provision (Credit) for Income Taxes Current (942) 3,160 Excess of Expenses over Revenue During Development Stage $(66,966) $(97,397) Excess of Expenses over Revenue During Development Stage Per Share $ (.03) $ (.05) The accompanying notes are an integral part of the financial statements. UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF CASH FLOWS (Unaudited) [CAPTION] From March 5, 1986 (Date Three Months of Inception) Ended through November 30, 1995 November 30, 1995 [S] [C] [C] Cash Flows From Operating Activities: Excess of Expenses over Revenue During Development Stage $(28,037) $(97,397) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Issuance of stock for services - 62,000 Increase in accounts payable 27,836 33,325 Net Cash Provided By (Used in) Operating Activities (201) (2,072) Cash Flows From Investing Activities: Disposition of treasury bill - - Net Cash Provided By Investing Activities - - Cash Flows From Financing Activities: Issuance (Redemption) of stock, net of offering cost - 237,838 Dividends - (250,000) Loans from related parties - 14,500 Net Cash Provided By (Used in) Financing Activities - 2,338 Increase (decrease) in cash (201) 266 Cash, beginning of period 467 - Cash, end of period $ 266 $ 266 Interest paid $ - $ - Income taxes paid $ - $ 3,129 The accompanying notes are an integral part of the financial statements. UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF CASH FLOWS (Unaudited) [CAPTION] From March 5, 1986 (Date Nine Months of Inception) Ended through November 30, 1995 November 30, 1995 [S] [C] [C] Cash Flows From Operating Activities: Excess of Expenses over Revenue During Development Stage $(66,966) $(97,397) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Issuance of stock for services 19,000 62,000 Increase in accounts payable 33,322 33,325 Decrease in interest receivable 283 - Net Cash Provided By (Used in) Operating Activities (14,361) (2,072) Cash Flows From Investing Activities: Disposition of treasury bill 99,651 - Net Cash Provided By Investing Activities 99,651 - Cash Flows From Financing Activities: Issuance of stock, net of offering cost 35,778 237,838 Dividends (250,000) (250,000) Loans from related parties 14,500 14,500 Net Cash Provided By (Used in) Financing Activities (199,722) 2,338 Increase (decrease) in cash (114,432) 266 Cash, beginning of period 114,698 - Cash, end of period $ 266 $ 266 Interest paid $ - $ - Income taxes paid $ - $ 3,160 The accompanying notes are an integral part of the financial statements. UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. The financial statements includes herein have been prepared by the Company without audit except the February 28, 1995 balance sheet which was audited. The statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of the results of operations for the periods shown. These statements do not include all information required by generally accepted accounting principles to be included in a full set of financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-KSB. 2. The Company effected a one-for-one hundred reverse stock split on June 12, 1995. All references to common stock have been retroactively revised t give effect to the reverse stock split. 3. During May 1995, the Company contributed $250,000 to a newly formed subsidiary. On May 18, 1995, the Company declared a dividend of this ne subsidiary to all stockholders of record on May 22, 1995. This dividend is subject to the Company successfully completing a registration statement with the Securities and Exchange Commission. If the registration is not completed within twelve months of May 31, 1995, the subsidiary will be liquidated and the funds will be distributed to shareholders of record on May 22, 1995. Only the shareholders of record comprising the 200,000 shares, prior to the issuance of the 1,800,000 shares in May 1995 will receive the distribution. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has no present sources of revenues and its expenses are limited to the costs of searching for and evaluating acquisition or merger candidates, and general and administrative expenses. Cash needed to fund operations is being provided by loans from related parties. As of November 30, 1995, the Company did not have any material commitments for capital expenditures. However, the Company does have the obligation to pay up to $25,000 of the costs of preparing the registration statement for spinning off the Company's subsidiary. This amount is included in accounts payable as of November 30, 1995. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL CAPITAL CORPORATION By /s/ Timothy J. Brasel Timothy J. Brasel, President Date: January 16, 1996 EX-27 2
5 This schedule contains summary financial information extracted from the balance sheets and statements of operations found on pages 2 through 4 of the Company's Form 10-Q for the year to date, and is qualified in its entirety by reference to such financial statements. 9-MOS FEB-28-1995 NOV-30-1995 266 0 0 0 0 266 0 0 266 47,825 0 49,838 0 0 (97,397) 266 0 2,113 0 0 70,021 0 0 0 0 0 0 0 0 (66,966) (.03) 0
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