Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1998.
[ ] Transition report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ................to...................
Commission file number: 0-23687
I Tech Holdings Group, Inc.
---------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1379282
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1620 York Street, Denver, Colorado 80206
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (303) 436-1847
NONE
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(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:
Applicable only to issuers involved in bankruptcy
proceedings during the preceding five years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes......No........
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,380,000
Transitional Small Business Disclosure Format (check one); Yes: No: X
<PAGE>
Item 1. Financial Statements
--------------------
The unaudited financial statements for the quarter year ended June 30,
1998, follow.
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
Unaudited Audited
September December
30, 1998 31, 1997
-------- --------
ASSETS
Current Assets - Cash $ 4,692 $ 7,883
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Due To Related Entity For Rent $ 2,000 $ 1,100
-------- --------
SHAREHOLDERS' EQUITY
Common Stock, No Par Value
Authorized 50,000,000 shares; Issued And
20,380,000 Shares 10,480 10,480
Preferred Stock, No Par Value,
Non Voting, Authorized 5,000,000 shares;
Issued And Outstanding 300,000 Shares 3,000 3,000
Deficit Accumulated During
The Development Stage (10,788) (6,697)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 2,692 6,783
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 4,692 $ 7,883
======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
1
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- --------------------------------------------------------------------------------
Unaudited Unaudited
Three Months Three Months
Ended Ended
September September
30, 1998 30, 1997
-------- --------
Revenue $ 0 $ 0
------------ ------------
Consulting 0 0
Fees 0 0
Legal & Accounting 0 250
Office 639 24
Rent 300 400
Stock Transfer 250 980
------------ ------------
Total Expenses 1,189 1,654
------------ ------------
Net (Loss) (1,189) (1,654)
============ ============
Basic (Loss) Per Common Share ($ 0.00) ($ 0.00)
============ ============
Weighted Average Common Shares Outstanding 20,380,000 20,380,000
============ ============
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
2
<PAGE>
<TABLE>
<CAPTION>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- -----------------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Nine Months Nine Months (Inception)
Ended Ended Through
September September September
30, 1998 30, 1997 30, 1998
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 500 $ 0 $ 500
------------ ------------ ------------
Consulting 0 0 380
Fees 0 265 265
Legal & Accounting 1,750 2,750 5,500
Office 1,328 122 1,450
Rent 900 800 2,100
Stock Transfer 613 980 1,593
------------ ------------ ------------
Total Expenses 4,591 4,917 11,288
------------ ------------ ------------
Net (Loss) (4,091) (4,917) (10,788)
============ ============ ============
Basic (Loss) Per Common Share ($ 0.00) ($ 0.00) ($ 0.00)
============ ============ ============
Weighted Average Common Shares Outstanding 20,380,000 20,380,000 20,380,000
============ ============ ============
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
3
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
- --------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Nine Months Nine Months (Inception)
Ended Ended Through
September September September
30, 1998 30, 1997 30, 1998
-------- -------- --------
Net (Loss) ($ 4,091) ($ 4,917) ($10,788)
-------- -------- --------
Plus Items Not Affecting Cash Flow: 0 0 0
Stock Issued For Services 380
Increase In Accounts Payable 900 800 2,000
-------- -------- --------
Net Cash Flows From Operations (3,191) (4,117) (8,408)
-------- -------- --------
Cash Flows From Investing Activities:
Net Cash Flows From Investing: 0 0 0
-------- -------- --------
Cash Flows From Financing Activities:
Common Stock Issued For Cash 0 10,000 10,000
Contributed Capital 0 0 100
Preferred Stock Issued For Cash 0 3,000 3,000
-------- -------- --------
Net Cash Flows From Financing: 0 13,000 13,100
-------- -------- --------
Net Increase (Decrease) In Cash (3,191) 8,883 4,692
Cash At Beginning Of Period 7,883 0 0
-------- -------- --------
Cash At End Of Period $ 4,692 $ 8,883 $ 4,692
======== ======== ========
Summary Of Non-Cash Investing And Financing
Activities: $ 0 $ 0 $ 380
======== ======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
4
<PAGE>
<TABLE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- -----------------------------------------------------------------------------------------------------------------------------
Net (Loss)
Accumulated
Number Of Number Of During The
Shares Shares Common Preferred Development
Common Preferred Stock Stock Stage Total
------ --------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance At December 6, 1994 0 0 $ 0 $ 0 $ 0 $ 0
June 15, 1995 issued
380,000 Shares Of No Par Value
Common Stock for services
valued at $380 or $.001 per share 380,000 0 380 380
Additional Capital Contribution 100 100
Net (Loss) (380) (380)
----------- ----------- ----------- ----------- ----------- -----------
Balance At December 31, 1995 380,000 0 480 0 (380) 100
Net (Loss) (100) (100)
----------- ----------- ----------- ----------- ----------- -----------
Balance At December 31, 1996 380,000 0 480 0 (480) 0
January 2, 1997 issued
300,000 Shares Of No Par Value
Preferred Stock for $3,000 or
$.01 per share 0 300,000 0 3,000 3,000
March & May, 1997 issued
20,000,000 Shares Of No Par Value
Common Stock for $10,000 or
$.0005 per share (Unaudited) 20,000,000 0 10,000 10,000
Net (Loss) (6,217) (6,217)
----------- ----------- ----------- ----------- ----------- -----------
Balance At December 31, 1997 20,380,000 300,000 $ 10,480 $ 3,000 ($ 6,697) $ 6,783
Unaudited Net (Loss) (4,091) (4,091)
----------- ----------- ----------- ----------- ----------- -----------
Unaudited Balance At
September 30, 1998 20,380,000 300,000 $ 10,480 $ 3,000 ($ 10,788) $ 2,692
=========== =========== =========== =========== =========== ===========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements
5
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1998
- --------------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and nine month
interim period ended September 30, 1998 and 1997 were taken from the books and
records without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented). The results of operations for the nine month period ended September
30, 1998 are not necessarily indicative of the results expected for the fiscal
year ended September 30, 1998.
6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
Management's Discussion and Analysis
The third quarter-year ended September 30, 1998, was occupied by
developing the contract to design and create a website for a customer, and
waiting for the staff reviewer of the Securities and Exchange Commission to
respond to the corporation's filing of the first amendment to the corporation's
Form 10-SB filed on June 24, 1998, so the corporation could proceed with its
business plan set forth in the original registration filed on January 29, 1998,
which became effective on March 30, 1998.
The corporation's internet website remains: "www.bwn.net/i-tech." Its
e-mail address is: "[email protected]." At the date of this report the
Company continues to attempt to enlarge its customer base through the personal
contacts of its officers and directors. However, this effort of sales through
personal contact has had only minimal success and the officers are considering
advertising in the one or more of the local Colorado and Denver internet
newspapers published and distributed throughout the Rocky Mountain region
comprised of Colorado and Wyoming.
Financial Condition, Capital Resources and Liquidity
- ----------------------------------------------------
The company may be considered a start-up enterprise. At September 30, 1998
the Company had assets totaling $4,692 and $2,000 in liabilities. This is in
comparison to the first quarter-year ended March 31, 1998, wherein the Company
had assets totaling $7,076.00 and $1,400.00 in liabilities. Since the Company's
inception, it has received a total of $13,000.00 in cash and $380.00 in services
paid as consideration for the issuance of Common and Preferred Stock.
The Company has not projected any definite future revenues for the Company
based upon its business activities of designing and establishing Internet sites
for clients. The Company charges approximately $1,000 plus $200 per page as the
initial charge for the design and preparation of the pages for a web site. In
addition to these charges, specific and specialized art work and graphics will
carry an additional charge the amount of which will be determined by the costs
of artists supplying such graphics on a contractual basis.
The Company owns no computer equipment and will necessarily depend upon
utilization of equipment owned by the principals of the Company who have agreed
to allow the use of such computers at a modest rental fee of $50.00 per month
for two state-of-the-art computers capable of producing programing for Internet
websites. At present, the Company uses one (1) P-2,233, MMX, 64RAM, 512 Cache,
Zipdrive, 4.3gig hddrive, CDRom; and one (1) 0-120,32RAM, 256 Cache, 3.5
F.Drive, 1.3 hddrive, CDRom.
In the event the Company is slow to acquire client contracts to design and
produce Internet websites, the existing capital of the Company may not be
sufficient to carry on the stated purpose of the Company, or in the alternative
the development of the business will be delayed.
7
<PAGE>
Year 2000 Issues. the business of the Company, the design and development
of internet web sites, may be impacted only slightly by the anticipated problems
of its computers being unable to categorically assemble the auto use and
implementation of the year "2000" in its internal computations. The business of
the Company requires no use of accounting or computation programs. It is
estimated that the business of the Company will be impacted only by any adverse
impact upon its clients and customers, the effect of which is not ascertainable
at this time. Web sites, as designed and installed by the Company for its
clients, are inherently a graphics arts endeavor, and are generally used as a
sales, advertising and information medium.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
(2) Plan of acquisition, reorganization, arrangement liquidation, or
succession.
Not applicable.
(4) Instruments defining the rights of holders, incl. Indentures.
Previously filed.
(10) Material contracts.
None.
(11) Statement re: Computation of per share earnings.
Previously filed.
(15) Letter on unaudited interim financial information.
See Note 1. of unaudited financial statements.
(19) Reports furnished to securities holders.
None.
(22) Published report regarding matters submitted to vote.
None.
(23) Consents of experts and counsel.
Previously filed.
(24) Power of attorney.
Previously filed.
(27) Financial Data Schedule
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.
I-TECH HOLDINGS GROUP, INC.
(Registrant)
Date: October 20, 1998 By: /s/ Clark Burch
----------------------------------
Clark Burch, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,692
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,692
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,692
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 10,480
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,692
<SALES> 500
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4,591
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,091)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,091)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,091)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0
</TABLE>
