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 January 31, 1997 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 March 12, 1997. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Richmond Capital Corporation Balance Sheets January 31, July 31, 1997 1996 Unaudited Audited --------- ------- ASSETS Current Assets Cash $ 16,141 $ 18,682 Investments 6,500 6,500 Accounts receivable 381,679 103,616 Inventory 74,888 49,888 -------- -------- Current assets 479,208 178,686 Property and equipment (net of depreciation) 56,974 65,375 Leasehold improvements (net of depreciation) 6,296 7,896 Note receivable - officer 13,402 13,402 Other assets 124,000 4,000 -------- -------- Total assets $679,880 $269,359 -------- -------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Accounts payable 97,960 77,027 Accrued expenses 1,459 2,146 Income taxes 113,586 - Notes payable 151,767 72,278 -------- -------- Current liabilities 364,772 151,451 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 (deficit) 50,686 (146,514) -------- --------- Total shareholders' equity 315,108 117,908 -------- -------- Total liabilities and shareholders' equity $679,880 $269,359 -------- -------- -2- Richmond Capital Corporation Statement of Operations (Unaudited) Quarter Ended Six months ended January 31, January 31 1997 1996 1997 1996 -------- -------- -------- -------- Sales $825,391 $435,053 $1,227,961 $873,869 Cost of sales 444,818 305,257 646,138 587,771 -------- -------- ---------- -------- Gross profit 380,573 129,796 581,823 286,098 Expenses 129,862 118,816 250,624 236,530 -------- -------- ---------- -------- Income before taxes 250,711 10,980 331,199 49,568 Income taxes 118,000 - 134,000 - -------- -------- ---------- ------- Net income $132,711 $10,980 197,199 49,568 Per common share .07 .01 .11 .03 Weighted number shares outstanding 1,787,300 1,787,300 1,787,300 1,787,300 -3- Richmond Capital Corporation Statement of Cash Flows (Unaudited) Three Months Ended Quarter Ended Six Months Ended January 31, January 31, 1997 1996 1997 1996 --------- -------- --------- --------- Cash flow from operating activities: Net income $ 132,711 $ 10,980 $197,199 $ 49,568 Noncash items included in net income Depreciation 5,000 5,000 10,000 10,000 Net changes in: Accounts receivable (181,923) 53,566 (298,477) 155,582 Inventory (20,000) (23,716) (25,000) (15,942) Deposits (120,000) - (120,000) - Accounts payable and accrued expenses 143,008 (73,985) 191,402 (137,868) --------- -------- -------- -------- Net cash provided by operating activities (41,204) (28,155) (44,876) 61,340 --------- -------- -------- -------- Cash flows from investing activities: Purchase of property and equipment - (6,576) - (66,777) Cash flows from financing activities: Changes in notes payable 50,402 12,392 42,334 13,432 --------- -------- -------- -------- Net increase(decrease) in cash 9,198 (22,339) (2,542) 7,995 Cash and equivalents, beginning of period 6,943 37,021 18,683 6,687 --------- -------- --------- -------- Cash and equivalents, end of period $ 16,141 $ 14,682 $ 16,141 $ 14,682 --------- -------- -------- -------- -4- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED JANUARY 31, 1997 COMPARED TO JANUARY 31, 1996 The Company's revenues increased by 90% to $825,391 in the second quarter of fiscal 1997 as compared to $435,053 in the second quarter of fiscal 1996. This is primarily due to timing of several sales that did not close at the end of the first quarter of fiscal 1997 and increased production of a larger and more experienced sales staff. The Company's costs and expenses in the period before provision for income taxes totaled $574,680 or 70% of revenues as compared to $424,073 or 97% 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 70% to 54% of revenue. This decline was the result of the decrease in price for used computer equipment and a lower ratio of expenses to sales. The increase in other expenses was primarily additional compensation to the sales staff and increased provision for income taxes. The Company's net income after tax in the second quarter of 1997 was $132,711 as compared to $10,980 in the same period in fiscal 1996. The increase in net income was a result of the Company's increase in both sales volume and profit margins on the products sold. -5- SIX MONTHS ENDED JANUARY 31, 1997 COMPARED TO JANUARY 31, 1996 The Company's revenues increased by 41% to $1,227,961 for the six months ended January 31, 1997 as compared to $873,869 for the six months ended January 31, 1996. The increase in revenue is attributed to an increase in marketing and a more experienced sales staff. The Company's cost and expenses increased during the period; however, the increase represents a lower percentage of total revenue. Cost and expenses were $912,762 or 74% of revenue for the six months ended January 31, 1997 as compared to $824,301 or 95% for the six months ended January 31, 1996. The difference in the two periods was a direct result of the increase in overall sales. The Company's after tax income for the six months ended January 31, 1997 was $197,199 as compared to a $49,568 for the same period of the previous year. LIQUIDITY AND CAPITAL RESOURCES The Company has two lines of credit totalling $100,000 which it uses for short-term borrowing to acquire inventory. On January 31, 1997, the outstanding balance on these lines was $91,510. The Company also has other short term loans totaling $60,257 of which $43,300 is from stockholders. The lines of credit, other loans, and its current assets of $492,609 are deemed sufficient to fund operations for the next twelve months. As of January 31, 1997, the Company had $8,490 available under the lines of credit. -6- The Company's accounts receivable balance increased $182,000 during the second quarter of fiscal year 1997. This increase was a result of the 90% increase in sales over the same period in fiscal 1996 and was also an increase of 105% of the first quarter of fiscal year 1997. -7- RICHMOND CAPITAL CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS January 31, 1997 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 included 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. -8- 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 FOR THE QUARTER ENDED JANUARY 31, 1997 (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: March 12, 1997 J. Keith Henderson President signed/s/ J. Keith Henderson EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ----------------------------- 27. Financial Data Schedule Filed herewith electronically