-----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, AboVn/WFo20YcmbIcV+zYyz4uPySsAJRGeIkuiQqWNkEiaKz25SNPMtQxq1VMzJW MClbf6zKa/DtjlRr41P/8A== 0000948830-96-000131.txt : 19960723 0000948830-96-000131.hdr.sgml : 19960723 ACCESSION NUMBER: 0000948830-96-000131 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19960719 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: 96596882 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: May 31, 1996 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 May 31, 1996, 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 29, 1996 and May 31, 1996 (Unaudited) 3 Statements of Operations, Three Months Ended May 31, 1996 (Unaudited) and From March 5, 1986 (Date of Inception) through May 31, 1996 (Unaudited) 4 Statements of Cash Flows, Three Months Ended May 31, 1996 and From March 5, 1986 (Date of Inception) through May 31, 1996 (Unaudited 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 7 PART II. OTHER INFORMATION 7 Signatures 8 -2- UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) BALANCE SHEETS (Unaudited) ASSETS February 29, May 31, 1996 1996 Current Assets: Cash $ - $ 2,165 Cash advance, related party and other 2,998 3,000 Total Current Assets 2,998 5,165 TOTAL ASSETS $ 2,998 $ 5,165 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable 37,492 37,059 Notes payable, related parties 17,250 32,900 Total Current Liabilities 54,742 69,969 TOTAL LIABILITIES 54,742 69,959 Stockholders' (Deficit): Common stock, No par value, 100,000,000 shares authorized; 2,000,000 shares issued and outstanding 49,838 49,838 Excess of expenses over revenue during development stage (101,582) (114,632) TOTAL STOCKHOLDERS' (DEFICIT) (51,744) (64,794) TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT) $ 2,998 $ 5,165 The accompanying notes are an integral part of the financial statements. -3- UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF OPERATIONS (Unaudited) From March 5, 1986 (Date Three Months of Inception) Ended through May 31, 1996 May 31, 1996 Revenue: Interest income $ - $ 87,721 Expenses: Accounting and legal 11,133 114,588 Stock issued for services - 62,000 Miscellaneous 1,917 21,663 13,050 198,251 Excess of Expenses over Revenue During Development Stage before Provision for Income Taxes (13,050) (110,530) Provision for Income Taxes Current - 4,102 Excess of Expenses over Revenue During Development Stage $ (13,050) $(114,632) Excess of Expenses over Revenue During Development Stage Per Share $ (.01) $ (.06) Common Stock Outstanding 2,000,000 2,000,000 The accompanying notes are an integral part of the financial statements. -4- UNIVERSAL CAPITAL CORPORATION (A Development-Stage Enterprise) STATEMENTS OF CASH FLOWS (Unaudited) From March 5, 1986 (Date Three Months of Inception) Ended through May 31, 1996 May 31, 1996 Cash Flows From Operating Activities: Excess of Expenses over Revenue During Development Stage $(13,050) $(114,632) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Issuance of stock for services - 62,000 (Increase) in accrued interest and other (2) (3,000) Increase (decrease) in accounts payable (433) (37,059) Net Cash (Used in) Operating Activities (13,485) (18,573) Cash Flows From Investing Activities: Purchase of treasury bill - (99,651) Net Cash Provided By Investing Activities - - Cash Flows From Financing Activities: Issuance of stock, net of offering cost - 237,838 Dividends - (250,000) Loans from related parties 15,650 32,900 Net Cash Provided By Financing Activities 15,650 20,738 Increase (decrease) in cash 2,165 2,165 Cash, beginning of period - - Cash, end of period $ 2,165 $ 2,165 Interest paid $ - $ - Income taxes paid $ - $ 3,129 The accompanying notes are an integral part of the financial statements. -5- 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. 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 to give effect to the reverse stock split. -6- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (1) MATERIAL CHANGES IN FINANCIAL CONDITION Management knows of no trends, demands, commitments, events or circumstances which will result in or which are reasonably likely to result in the Registrant's liquidity increasing or decreasing in a material way. The Registrant has no material commitments for capital expenditures as of the end of the latest fiscal period. Management knows of no material trends, favorable or unfavorable, in the Registrant's capital resources and anticipates no material change in the mix and cost of such resources. (2) MATERIAL CHANGES IN RESULTS OF OPERATIONS The Registrant is a development stage enterprise; no significant operations have commenced. 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 On May 17, 1996, the Company signed a letter of intent to acquire Holiday Club International, Inc. ("HCI"), a Florida corporation which sells family vacation club memberships. The Company is currently negotiating a definitive agreement with HCI and expects to close on the transaction by the end of July, 1996. In anticipation of closing this transaction, the Company has completed an 8 for 1 forward split which was effective on July 17, 1996. Item 6. Exhibits and Reports on Form 8-K None. -7- 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: July 19, 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. 3-MOS FEB-29-1996 MAY-31-1996 2,165 0 0 0 0 5,165 0 0 5,165 69,959 0 49,838 0 0 (114,632) 5,165 0 0 0 0 13,050 0 0 0 0 0 0 0 0 0 (.01) 0
-----END PRIVACY-ENHANCED MESSAGE-----