U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 33-37674-NY
EDG CAPITAL, INC.
(Exact name of small businss issuer as specified in its charter)
New York 11-3023098
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 1563, Rocky Point, New York 11778
(Address of principal executive offices) Zip Code)
(516) 744-0414
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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
The aggregate number of shares outstanding of the Issuer's Common Stock, its
sole class of common equity, was 62,500 as of May 9, 1997.
Transitional Small Business Issuer Disclosure Format: Yes No X
Page 1 of 11; Exhibit Index is on Page 9
PART I
ITEM 1. FINANCIAL STATEMENTS.
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31,
1997 JUNE 30,
(UNAUDITED) 1996
----------- ---------
ASSETS
CURRENT ASSETS
Cash................................................................. $ 3,714 $ 10,517
----------- ---------
----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses..................................................... $ 2,582 2,954
----------- ---------
TOTAL LIABILITIES................................................... 2,582 2,954
----------- ---------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000 shares authorized, 62,500
shares issued and outstanding...................................... 63 63
Capital in excess of par value....................................... 37,790 37,790
Deficit accumulated during development stage......................... (36,721) (30,290)
----------- ---------
TOTAL STOCKHOLDERS' EQUITY.......................................... 1,132 7,563
----------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......................... $ 3,714 $ 10,517
----------- ---------
----------- ---------
2
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE NINE FROM INCEPTION
MONTHS ENDED (AUGUST 13,
MARCH 31, 1997 1990)
-------------------- TO
1997 1996 MARCH 31, 1997
--------- --------- ----------------
REVENUE
Interest......................................................... $ 78 $ 230 $ 2,419
--------- --------- --------
EXPENSES
Professional..................................................... 5,386 3,623 29,440
Miscellaneous.................................................... 35 0 384
Office........................................................... 0 2,431
Filing fees...................................................... 701 618 3,940
--------- --------- --------
TOTAL......................................................... 6,122 4,241 36,195
--------- --------- --------
LOSS BEFORE INCOME TAXES.......................................... $ (6,044) $ (4,011) $ (33,776)
INCOME TAXES...................................................... 387 421 2,945
--------- --------- --------
NET LOSS.......................................................... $ (6,431) $ (4,432) $ (36,721)
--------- --------- --------
--------- --------- --------
LOSS PER SHARE:
Net loss per share............................................... $ (.10) $ (.07) $ (.67)
--------- --------- --------
--------- --------- --------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.............. 62,500 62,500 54,714
--------- --------- --------
--------- --------- --------
3
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
(UNAUDITED)
DEFICIT
ACCUMULATED
COMMON STOCK CAPITAL IN DURING TOTAL
------------------------ EXCESS OF DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT PAR VALUE STAGE EQUITY
----------- ----------- ----------- ------------ ------------
Balance, August 13, 1990 (inception )................ $ 0 $ 0 $ 0 $ 0 $ 0
Issuance of shares to Officer and Directors of the
Company for cash August 13, 1990................... 12,500 13 2,487 2,500
Net loss from inception to June 30, 1991............. (2,163) (2,163)
Public offering of common stock and warrants......... 50,000 50 49,950 50,000
Offering costs....................................... (14,647) (14,647)
Net loss for the year ended June 30, 1992............ (4,977) (4,977)
Net loss for the year ended June 30, 1993............ (4,750) (4,750)
Net loss for the year ended June 30, 1994............ (5,297) (5,297)
----------- --- ----------- ------------ ------------
Balance, June 30, 1994............................... 62,500 63 37,790 (17,187) 20,666
Net loss for the year ended June 30, 1995............ (6,165) (6,165)
----------- --- ----------- ------------ ------------
Balance, June 30, 1995............................... 62,500 63 37,790 (23,352) 14,501
Net loss for the year ended June 30, 1996............ (6,938) (6,938)
----------- --- ----------- ------------ ------------
Balance, June 30, 1996............................... 62,500 63 37,790 (30,290) 7,563
Net loss for the nine months ended March 31, 1997.... (6,431) (6,431)
----------- --- ----------- ------------ ------------
Balance, March 31, 1997 (unaudited).................. $62,500 $ 63 $ 37,790 $ (36,721) $ 1,132
----------- --- ----------- ------------ ------------
----------- --- ----------- ------------ ------------
4
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE NINE
MONTHS ENDED
MARCH 31,
--------------------
1997 1996
--------- ---------
REVENUE
Interest......................................................................... $ 0 $ 61
--------- ---------
EXPENSES
Professional..................................................................... 2,734 893
Miscellaneous.................................................................... 30 0
Office........................................................................... 0 0
Filing fees...................................................................... 400 417
--------- ---------
TOTAL......................................................................... 3,164 1,310
--------- ---------
LOSS BEFORE INCOME TAXES.......................................................... (3,164) (1,249)
INCOME TAXES...................................................................... 0 0
--------- ---------
NET LOSS.......................................................................... $ (3,164) $ (1,249)
--------- ---------
--------- ---------
LOSS PER SHARE:
Net loss per
share............................................................... $ (.05) $ (.02)
--------- ---------
--------- ---------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.............................. 62,500 62,500
--------- ---------
--------- ---------
5
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE NINE FROM INCEPTION
MONTHS ENDED (AUGUST 13,
MARCH 31, 1997 1990)
-------------------- TO
1997 1996 MARCH 31, 1997
--------- --------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................................................. $ (6,431) (4,432) $ (36,721)
Increase (decrease) in accrued expenses.................................. (372) 1,053) 2,582
--------- --------- --------
NET CASH USED BY OPERATING ACTIVITIES..................................... (6,803) (5,485) (34,139)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock................................................. 0 0 63
Paid in capital.......................................................... 0 0 52,437
Offering costs........................................................... 0 0 (14,647)
--------- --------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES................................. 0 0 37,853
--------- --------- --------
NET INCREASE (DECREASE) IN CASH........................................... (6,803) (5,485) 3,714
BEGINNING CASH BALANCE.................................................... 10,517 16,900 0
--------- --------- --------
ENDING CASH BALANCE....................................................... $ 3,714 $ 11,415 3,714
--------- --------- --------
--------- --------- --------
6
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION BUSINESS ACTIVITY AND DIVIDEND POLICY
The Company was incorporated under the laws of the State of New York on
August 13, 1990. The Company is in the development stage and has not commenced
planned principal operations. The Company is seeking the acquisition of, or
merger with an existing Company. The fiscal year of the corporation is June 30.
The Company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates and
assumptions.
GENERAL AND RELATED PARTY
The Company has entered into an oral arrangement with Linda Green, President
of the Company, providing for the use of a portion of her home as a temporary
office until such time as the Company needs additional facilities. The Company
does not pay rent for the use of such facilities.
The financial data for the three and nine months ended March 31, 1997 and
1996 and for the period August 13, 1990 (commencement of development stage)
through March 31, 1997 is unaudited, but includes all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for such periods.
SUPPLEMENTAL CASH FLOW INFORMATION
The following were paid during the nine months ended March 31, 1997:
Income taxes......................................................... $ 404
Interest............................................................. -0-
INCOME TAXES
As of March 31, 1997, the Company had a $30,290 net operating loss
carryforward available to offset future taxable income through 2005.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Plan of Operation
The Registrant was formed August 13, 1990 for the purpose of investing in
any and all types of assets, properties and businesses. In connection with
the initial capitalization of the Registrant a total of 12,500 shares of its
common stock were issued to its officers and directors for the aggregate sum
of $2,500. On June 12, 1991, the United States Securities and Exchange
Commission granted effectiveness to a Registration Statement on Form S-18 for
an offering of 50,000 Units of Common Stock and Warrants to purchase shares
of Common Stock at $1.00 per Unit. The offering was closed in November 1991,
and the Warrants included in the Units have expired.
The Registrant is implementing its plan of operation by seeking to locate
a suitable company which desires to go public through a "reverse acquisition"
with the Registrant. Although no assurance can be given, Registrant believes
its cash on hand will satisfy its cash requirements until it effects such an
acquisition. However, Registrant intends to seek to raise from the sale of
shares of its Common Stock additional funds in the next six months to augment
its cash on hand, which capital could also be used for the benefit of any
company it acquires or with which it merges. There can be no assurance that
the Company's financing efforts will be successful.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations.
Since inception the Registrant has not any business operations, and its
activities have been limited to the sale of its securities and the search for
a company to acquire through a "reverse acquisition." The Registrant will not
have any business operations until, if ever, such time as it effects an
acquisition. Accordingly, no revenue has been generated by the Registrant
since its inception.
For the years ended June 30, 1996 and 1995, the Registrant had a net loss
of ($6,938) and ($6,165), respectively, or ($.11) and ($.10) per share. From
inception to March 31, 1997, the Registrant had a net loss of ($36,721), or
($.67) per share. For the nine months ended March 31, 1997, the Registrant
had a net loss of ($6,431), or ($.10) per share, compared to a net loss of
($4,432), or ($.07) per share, for the same period in the prior year. Such
net losses are attributable primarily to professional and filing fees
associated with the Registrant's status as a public company.
8
Liquidity and Capital Resources.
As of June 30, 1996, the Registrant had assets of $10,517 (all in cash),
total liabilities of $2,954 and total shareholders' equity of $7,563. As of
March 31, 1997, the Registrant had cash of $3,714 and no other assets,
liabilities of $2,582 and total shareholders' equity of $1,132. The decrease
in cash and shareholders' equity resulted primarily from professional and
filing fees associated with the Registrant's status as a public company.
Registrant intends to seek to raise from the sale of shares of its Common
Stock additional funds in the next six months to augment its cash on hand,
which capital could also be used for the benefit of any company it acquires
or with which it merges. There can be no assurance that the Company's
financing efforts will be successful.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
THE FOLLOWING EXHIBIT IS FILED WITH THIS REPORT: PAGE
------------------------------------------------ -----
27 Financial Data Schedule......................... 11
9
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.
Dated: May 12, 1997 EDG CAPITAL, INC.
By: /s/ Linda Green
-------------------------------
Linda Green, President
and Principal Financial Officer
10