-----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, AxQn3GbQkRiGwb5XhLNI1EZLlFLbXzGW3PtG8Z10NKcNempft/tt1fiIJ0Ysqqmi 2q9UCKHFQydpUc8wBQbN7w== 0001013993-97-000013.txt : 19970318 0001013993-97-000013.hdr.sgml : 19970318 ACCESSION NUMBER: 0001013993-97-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970131 FILED AS OF DATE: 19970317 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARBOUR CAPITAL CORP CENTRAL INDEX KEY: 0000897082 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841204841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-12573 FILM NUMBER: 97557683 BUSINESS ADDRESS: STREET 1: 3127 RAMSHORN DRIVE CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: 3036601710 10QSB 1 FORM 10-Q SB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 33-57982-D HARBOUR CAPITAL CORP. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 84-1204841 _______________________________ __________________________________ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3127 Ramshorn Drive, Castle Rock, Colorado 80104 ___________________________________________________________________________ (Address of principal executive offices) (Zip Code) (303) 660-1710 ________________________________________________________________________________ (Registrant's telephone number, including area code) Not Applicable ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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. Yes X No ___ ___ Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. Shares Outstanding Class of Securities at February 15, 1997 ___________________ ___________________ Common Stock, par value $.00001 per share 142,036 Transitional Small Business Disclosure Format Yes No X ___ ___ INDEX PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements. Accountants' Disclaimer of Opinion ....................... 3 Balance Sheet ............................................ 4 Statements of Loss and Accumulated Deficit ............... 5 Statements of Cash Flows ................................. 6 Notes to Financial Statements ............................ 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............ 8 PART II - OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. ....................... 9 Signatures .............................................. 10 The Board of Directors Harbour Capital Corp. The accompanying balance sheet of Harbour Capital Corp. as of January 31, 1997, and the related statements of operations and accumulated deficit and cash flows for the period then ended were not audited by us and, accordingly, we do not express an opinion on them Aurora, Colorado March 14, 1997 COMISKEY & COMPANY PROFESSIONAL CORPORATION 3 Harbour Capital Corp. (A Development Stage Company) BALANCE SHEET January 31, 1997 ASSETS CURRENT ASSETS Cash and cash equivalents $ 71,466 ---------- Total current assets 71,466 OTHER ASSETS Organizational costs (net) 43 Restricted cash 80,410 ---------- Total other assets 80,453 ---------- TOTAL ASSETS $ 151,899 ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - related party $ - Accounts payable 489 ---------- Total current liabilities 489 STOCKHOLDERS' EQUITY Common stock, $0.00001 par value; 4,000,000 shares authorized; 142,036 shares issued and outstanding at January 31, 1997. 1 Preferred stock, $0.00001 par value; 20,000 shares authorized; no shares issued and outstanding - Additional paid-in capital 165,462 Deficit accumulated during the development stage (14,053) ---------- Total stockholders' equity 151,410 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 151,899 ========== The accompanying notes are an integral part of the financial statements 4 Harbour Capital Corp. (A Development Stage Company) STATEMENTS OF LOSS AND ACCUMULATED DEFICIT Period May 11, 1992 (Inception) For the three months For the nine months to January 31, ended January 31, ended Janaury 31, 1997 1997 1996 1997 1996 ------------- ---------- ---------- ---------- -------- REVENUES Interest income $ 21,750 $ 1,831 $ 1,876 $ 5,613 $ 5,665 ---------- -------- -------- ---------- -------- EXPENSES Professional fees 17,999 489 2,388 2,143 4,064 Office expense 3,435 353 - 1,902 31 Filing fees 1,000 - - 250 - Rent 2,825 150 150 450 450 Amortization 707 38 38 113 113 Taxes and licenses 3,068 - - - 250 Dues and subscriptions 125 - - - - Bank fees 264 - - - - Travel 4,752 256 - 256 351 Transfer agent 1,628 - - 738 102 ---------- -------- -------- ----------- ------- Total expenses 35,803 1,286 2,576 5,852 5,361 ---------- -------- -------- ----------- ------- NET INCOME (LOSS) (14,053) 545 (700) (239) 304 Accumulated deficit Balance, beginning of period - (14,598) (12,612) (13,814) (13,616) ---------- -------- -------- ---------- -------- Balance, end of period $ (14,053) $ (14,053) $ (13,312) (14,053) (13,312) ========== ======== ======== ======== ======== NET INCOME (LOSS) PER SHARE $ (0.10) $ (NIL) $ 0.01 (0.01) 0.01 ========== ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 134,171 142,036 142,036 142,036 142,036 ========== ======== ======== ======== ========
The accompanying notes are an integral part of the financial statements 5 Harbour Capital Corp. (A Development Stage Company) STATEMENTS OF CASH FLOWS Period May 11, 1992 (Inception) For the three months to January 31, ended January 31, 1997 1997 1996 ------------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (14,053) $ (239) $ 304 Non cash items included in net income (loss): Rent 2,825 450 450 Amortization expense 707 113 113 Changes in: Current assets - - - Current liabilities 489 (3,193) 1,271 ---------- -------- -------- Net cash used by operating activities (10,032) (2,869) 2,138 CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 184,196 - - Statutory escrow contribution (80,410) - - Deferred offering costs paid (21,558) - - Organizational costs (750) - - ---------- -------- -------- Net cash provided by financing activities 81,478 - - ---------- -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 71,446 (2,869) 2,138 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 74,315 71,531 ---------- -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 71,446 $ 71,446 $ 73,669 ========== ======== ======== The accompanying notes are an integral part of the financial statements 6 Harbour Capital Corp. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS January 31, 1997 (Unaudited) 1. Management's representation of interim financial information ------------------------------------------------------------ The accompanying financial statements have been prepared by Harbour Capital Corp. without audit 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 as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at April 30, 1996. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources The Company completed the initial public offering of its securities in October of 1993, receiving gross proceeds of $122,196. Total costs of the offering amounted to $21,558. The net proceeds of the offering, therefore, amounted to $100,638. Pursuant to the Colorado Securities Act and based upon actual and estimated offering costs, $80,410 of that amount was deposited into escrow. By law, funds may not be released from the escrow until such time as the Company shall devote to an identified business an amount equal to or greater than 50% of the gross proceeds of the offering. After subtracting the portion of offering proceeds that was deposited into escrow, the Company received remaining net proceeds of $20,228. That amount, therefore, represented the only offering proceeds that would be available for use by the Company prior to the release of funds from escrow. In addition to the proceeds from the Company's public offering. the Company also previously raised $62,000 in a private offering and a majority of those funds are still available. Management anticipates that the Company's current liquid capital resources will be applied in the coming twelve months to three purposes. The first purpose will be to meet the Company's reporting obligations under the Securities Exchange Act of 1934, as amended. The second purpose will be to cover general and administrative expenses. The third purpose will be to cover the expenses associated with searching for and investigating business opportunities. The Company anticipates that its current resources will be adequate for those purposes for at least the coming year. Except as described in the preceding paragraph, the Company anticipates that its capital needs will be minimal until it shall have identified a business opportunity with which to combine. In pursuing a combination transaction, the Company is likely to incur significant additional expenses. The Company expects to meet such expenses with its current liquid capital resources, but if the funds available for use by the Company prove inadequate, the Company will seek to meet such expenses by seeking to have payment of them deferred until after the combination shall have been consummated or, in the alternative, by obtaining loans or other capital contributions from the Company's founding stockholders. 8 The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity other than the receipt of $100,638 of net proceeds from its public offering and $62,000 of inside capitalization funds. The Company's balance sheet for the fiscal year ended April 30, 1996, reflects a current asset value of $74,315, consisting entirely of cash, and a total asset value of $154,881. These figures compare to $71,446 in current assets and $151,899 in total assets at January 31, 1997, the total assets consisting primarily of restricted cash deposited in escrow pursuant to the Colorado Securities Act ($80,410) and remaining net proceeds from the Company's private and public offerings The Company continues to carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses, if any, of the business entity which the Company eventually acquires. Results of Operations Since completing its public offering and during the fiscal quarter ended January 31, 1997, the Company has engaged in no significant operations other than the search for, and identification and evaluation of, possible acquisition candidates. Other than interest income of $1,831 and $1,876, respectively no revenues were received by the Company during the quarters ended January 31, 1997 and 1995. No other revenues, except interest income of $21,750, have been received by the Company since inception. The Company experienced a net gain of $545 and a net loss of $700, respectively, during the quarters ended January 31, 1997 and 1995. The difference between the resulting gain and loss in net income is attributable primarily to timing of the payment of expenses. For the current fiscal year, the Company anticipates an increased net loss owing to expenses associated primarily with compliance with reporting requirements and with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues other than interest income, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits None (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned duly authorized person. HARBOUR CAPITAL CORP. Date March 15, 1997 By:/s/ Frank L. Kramer ------------------------ Frank L. Kramer, Chief Financial Officer 9 EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED JANUARY 31, 1997. 3-MOS APR-30-1997 JAN-31-1997 71446 0 0 0 0 71446 0 0 151899 489 0 0 0 1 165462 151899 0 1831 0 0 1286 0 0 0 0 0 0 0 0 545 0.004 0.004
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