1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Commission File Number March 31, 1997 0-7693 - - --------------------- ---------------------- INTERNATIONAL MERCANTILE CORPORATION (Exact name of Registrant as specified in its charter) Missouri 43-0970243 - - --------------------------- --------------------- (State or other jurisdiction (IRS Employer of Incorporation of Identification Organization) Number) 7979 Old Georgetown Road, Bethesda MD 20814 - - ------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (301) 654-1980 -------------- Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share --------------------------------------- (Title of Class) 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 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 No X ----- ----- Number of shares of Common Stock Outstanding December 31, 1996 3,133,315 --------- 2 INTERNATIONAL MERCANTILE CORPORATION QUARTERLY REPORT AS OF MARCH 31, 1997 PART -1 FINANCIAL INFORMATION ITEM 1- FINANCIAL INFORMATION INTERNATIONAL MERCANTILE CORPORATION March 31, 1997 3 INTERNATIONAL MERCANTILE CORPORATION BALANCE SHEETS AS OF March 31,1997 (UNAUDITED) ASSETS ------ YEAR ENDED DECEMBER 31, MARCH 31,1997 1996 ------------- ---------- Cash - - Other Receivables - - TOTAL ASSETS $ - $ - ------------ ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY ----------------------------------------------- MARCH 31 1996 ----------- ----------- LIABILITIES Mortgage and Notes Payable 57,494 57,494 Due to Related Parties 380,263 180,263 Other Liabilities 75,638 75,638 ----------- ----------- TOTAL LIABILITIES 513,395 313,395 ----------- ----------- STOCKHOLDERS' EQUITY DEFICIENCY Common stock, $1 par value, 5,000,000 shares authorized, 3,133,151 shares issued and outstanding 3,133,151 3,133,151 Capital in excess of par 5,326,394 5,326,394 Deficiency (7,958,757) (7,958,757) ----------- ----------- 500,788 500,788 Less: Treasury stock at cost 814,183 814,183 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (513,395) (313,395) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ - $ - ------------ =========== =========== Read accompanying notes to financial statements. 2 4 INTERNATIONAL MERCANTILE CORPORATION STATEMENTS OF OPERATIONS FOR THE THREE MONTHS MARCH 31, 1997 THREE MONTHS ENDING MARCH 31 1997 1996 ----------------- --------- REVENUE $ - - GENERAL AND ADMINISTRATIVE - - ----------- ---------- LOSS BEFORE LOSS FROM SUBSIDIARIES AND LOSS ON DISPOSITION OF SUBSIDIARIES - - LOSS FROM SUBSIDIARIES - - ---------- ---------- LOSS BEFORE LOSS ON DISPOSITION OF SUBSIDIARIES - - LOSS ON DISPOSITION OF SUBSIDIARIES - - ---------- ---------- NET LOSS $ - - - - -------- ======================== NET LOSS PER COMMON SHARE - - ------------------------- NET LOSS BEFORE LOSS ON DISPOSITION OF SUBSIDIARIES $ - - LOSS ON DISPOSITION OF SUBSIDIARIES - - ----------- ----------- NET LOSS $ - - - - -------- ========================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - - ------------------ 3,133,151 3,133,151 =========== =========== Read accompanying notes to financial statements. 3 5 INTERNATIONAL MERCANTILE CORPORATION STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ - Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization $ - Loss on disposition of subsidiaries $ - Loss on litigation settlement $ - Loss on sale of property and equipment $ - Equity in net income (loss) of affiliate Changes in: Other receivables $ - Other liabilities - ----------- Net Cash (Used in) Provided by Operating Activities - ----------- CASH FLOW FROM FINANCING ACTIVITIES: Payments on mortgage and notes - Advances from related parties ----------- Net Cash Provided by (Used In) Financing Activities ----------- (DECREASE) IN CASH - CASH - BEGINNING OF YEAR - ------------ CASH - END OF QUARTER $ - -------------------------- ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during QUARTER for: Interest $ - ============ Read accompanying notes to financial statements. 5 6 INTERNATIONAL MERCANTILE CORPORATION STATEMENTS OF CASH FLOWS AS OF March 31, 1997 SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES: OPERATIONS The company continues to review merger candidates. LIQUIDITY AND CAPITAL There have been losses for the second quarter and liquidity remains very low. Cash flow from operations remains negative as they were for the previous year. There is no future revenue or liquidity expected from current operations. 7 PART - 1 FINANCIAL INFORMATION ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATION March 31, 1997 The Company has suffered severe losses for the past six years. Management has not been able to secure working capital for the Company from outside debt or equity funding sources. Management has spent considerable time and effort to bring the Company's public securities filings current to allow it to merge with, acquire or be acquired by another company. At this point in time management has several such business combination candidates and plans to work aggressively in the area when its filings are current. There is no cash flow from operations and unless the Company can successfully develop relationships with financial sources and acquire an operating company which can immediately generate cash flow from operations, no cash flow is anticipated. HAMC ceased operations in 1995 and is currently inactive, the company has been sold to Continent Finance Corporation. To bring operational capability and positive cash flow to IMC, management will seek to acquire assets that will improve the overall financial picture of the Company. Management plans to restructure the capital stock of the Company by reducing the total number of outstanding common shares and introducing new classes of stock. This plan of acquisition and reorganization should put the Company in a better position to attract working capital from debt and equity sources. There is absolutely no assurance that any or all of these steps can be successfully completed. In the event that management fails to meet its goals, the Company will not be a viable going concern and may face bankruptcy or liquidation. The Company has ongoing cash demands that are not being met. Management has agreed to be paid in stock to minimize the cash burden to the Company. There are several advisors, consultants and professionals who are due fees, and management plans to fulfill these responsibilities first since these advisors, professionals and consultants are necessary to bring the Company's public filings current and inject working capital and operational assets into the Company. 8 International Mercantile Corporation March 31, 1997 PART -2 OTHER INFORMATION ITEM 1 EXECUTIVE COMPENSATION No cash compensation, including bonuses, was paid during the First Quarter of 1997 by IMC to any of its executive officers. No fees were paid to Board members for attending Board meetings during 1997 however all such fees, expenses and compensation have been deferred on the books of the company in accordance with the terms of the agreements signed by the company . Shares of the Company's common stock may be issued to its officers representing the fair market value of services actually rendered by them without pay and as reimbursement for expenses actually incurred by them in the performance of their duties as officers of the Company. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON IT'S BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. INTERNATIONAL MERCANTILE CORPORATION /s/ MAX APPLE - - ----------------- MAX APPLE CHAIRMAN /s/ GREG DUTCHER - - ----------------- GREG DUTCHER SECRETARY