SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter October 31, 1996 Commission file number 33-26798-D RICHMOND CAPITAL CORPORATION (exact name of registrant as specified in its' charter) Colorado (State or other jurisdiction of incorporation or organization) 84-1104385 (I.R.S. Employer Identification No.) 12139 Airline Highway Baton Rouge, Louisiana 70817-4410 (Address of principal executive offices) Registrant's telephone number, including area code: (504) 756-8989 Indicate by check mark whether the registrant (1) has filed all reports 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) had been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the insurer's classes of common stock , as of the latest practicable date. 1,787,300 shares of common stock, $.001 par value, (the issuer's only class of common stock), were outstanding as of December 9, 1996. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Richmond Capital Corporation Balance Sheet October 31, July 31, 1996 1996 Unaudited Audited --------- ------- ASSETS Current Assets Cash $ 6,943 $ 18,682 Investments 6,500 6,500 Accounts receivable 199,756 103,616 Inventory 54,888 49,888 -------- -------- Current assets 268,087 178,686 Property and equipment (net of depreciation) 61,174 65,375 Leasehold improvements (net of depreciation) 7,096 7,896 Note receivable - officer 13,402 13,402 Other assets 4,000 4,000 -------- -------- Total assets $353,759 $269,359 -------- -------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Accounts payable 69,997 77,027 Accrued payables - 2,146 Notes payable 101,364 72,278 -------- -------- Total current liabilities 171,361 151,451 Common stock - $.001 par value 100,000,000 shares authorized 1,787,300 shares issued and outstanding at October 31, 1995 1,788 1,788 Capital in excess of par value 262,634 262,634 Retained earnings (82,024) (146,514) -------- --------- Total shareholders' equity 182,398 117,908 Total liabilities and shareholders' equity $353,759 $269,359 -------- -------- -2- Richmond Capital Corporation Statement of Operations (Unaudited) Quarter Ended October 31, 1996 1995 -------- -------- Revenues Sales $402,570 $438,816 Cost of sales 201,320 282,514 -------- -------- Gross profit 201,250 156,302 Expenses 136,762 117,713 -------- -------- Income $ 64,488 $38,588 Per common share .04 .02 Weighted number shares outstanding 1,787,300 1,787,300 -3- Richmond Capital Corporation Statement of Cash Flows (Unaudited) Three Months Ended Quarter Ended October 31, 1996 1995 --------- -------- Cash flow from operating activates Net income $ 64,488 $ 38,588 Noncash items included in net income Depreciation 5,000 5,000 Net changes in: Accounts receivable (116,554) 102,017 Inventory (5,000) 7,774 Accounts payable and accrued expenses 48,394 (63,883) --------- -------- Net cash provided by operating activities (3,672) 89,496 --------- -------- Cash flows from investing activities Purchase of property equipment - (60,202) Cash flow from financing activities Changes in notes payable (8,068) 1,039 --------- -------- Net increase (decrease) in cash (11,740) 30,334 Cash and equivalents, beginning of period 18,683 6,687 --------- -------- Cash and equivalents, end of period $ 6,943 $ 37,021 --------- -------- -4- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 31, 1996 COMPARED TO OCTOBER 31, 1995 The Company's revenues decreased by 8.3% to $402,570 in the first quarter of fiscal 1997 as compared to $438,816 in the first quarter of fiscal 1996. This is primarily due to timing of several sales that did not close until the early part of the second quarter of fiscal 1996. The Company's costs and expenses decreased in the period to $338,082 or 84% of revenues as compared to $400,227 or 91% in the same period of 1996. The primary difference in the two periods was an overall decrease in cost of sales expenses which decreased from 64% to 50% of revenue. This decrease resulted from the fluctuation of the going price for used computer equipment and increased experience in negotiating equipment acquisitions by the sales staff. The increase in other expenses was primarily additional compensation to the sales staff and increased provision for income taxes. The Company's net income in the first quarter of 1996 was $64,488 as compared to $38,588 in the same period in fiscal 1996. The increase in net income was a result of the Company's increase in profit margins on the products sold. -5- LIQUIDITY AND CAPITAL RESOURCES The Company has two lines of credit totalling $75,000 which it uses for short-term borrowing to acquire inventory. On October 31,1996, the outstanding balance on these lines was $69,209. The lines of credit and its current assets of $281,489 are deemed sufficient to fund operations for the next twelve months. As of October 31, 1996, the Company had $5,791 available under the lines of credit. The Company's accounts receivable balance increased $96,000 during the first quarter of fiscal year 1996. This increase was a result of two sales in the last week of the quarter and the funds were received in the month subsequent to the end of the quarter. -6- RICHMOND CAPITAL CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS October 31, 1996 General The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally include in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary to a fair statement of the results of operations for the periods presented have been made. -7- PART II. OTHER INFORMATION ITEM 1 THROUGH 3. 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 (a) NONE (b) NONE SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RICHMOND CAPITAL CORPORATION (Registrant) DATE: December 9, 1996 J. Keith Henderson President signed/s/ J. Keith Henderson EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ----------------------------- 27. Financial Data Schedule Filed herewith electronically