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 June 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
----
(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>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited financial statements for the quarter year ended June 30, 1998,
follow.
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
Unaudited Audited
June December
30, 1998 31, 1997
-------- --------
ASSETS
Current Assets - Cash $ 5,581 $ 7,883
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Due To Related Entity For Rent $ 1,700 $ 1,100
-------- --------
SHAREHOLDERS' EQUITY
Common Stock, No Par Value
Authorized 50,000,000 shares; Issued And
Outstanding At May 31, 1997 (Unaudited)
20,380,000 Shares At December 31, 1996
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 (9,599) (6,697)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 3,881 6,783
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 5,581 $ 7,883
======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
F-1
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- --------------------------------------------------------------------------------
Unaudited Unaudited
Three Months Three Months
Ended Ended
June June
30, 1998 30, 1997
-------- --------
Revenue $ 500 $ 0
------------ ------------
Consulting 0 0
Fees 0 0
Legal & Accounting 1,750 1,500
Office 145 12
Rent 300 200
Stock Transfer 100 0
------------ ------------
Total Expenses 2,295 1,712
------------ ------------
Net (Loss) (1,795) (1,712)
============ ============
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.
F-2
<PAGE>
<TABLE>
<CAPTION>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- -----------------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Six Months Six Months (Inception)
Ended Ended Through
June June June
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 2,500 5,500
Office 689 98 811
Rent 600 400 1,800
Stock Transfer 363 0 1,343
Total Expenses 3,402 3,263 10,099
------------ ------------ ------------
Net (Loss) (2,902) (3,263) (9,599)
============ ============ ============
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.
F-3
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
- --------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Six Months Six Months (Inception)
Ended Ended Through
June June June
30, 1998 30, 1997 30, 1998
-------- -------- --------
Net (Loss) ($ 2,902) ($ 3,263) ($ 9,599)
-------- -------- --------
Plus Items Not Affecting Cash Flow: 0 0 0
Stock Issued For Services 380
Increase In Accounts Payable 600 0 1,700
-------- -------- --------
Net Cash Flows From Operations (2,302) (3,263) (7,519)
-------- -------- --------
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 (2,302) 9,737 5,581
Cash At Beginning Of Period 7,883 0 0
-------- -------- --------
Cash At End Of Period $ 5,581 $ 9,737 $ 5,581
======== ======== ========
Summary Of Non-Cash Investing And Financing
Activities: $ 0 $ 0 $ 380
======== ======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
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) (2,902) (2,902)
----------- ----------- ----------- ----------- ----------- -----------
Unaudited Balance At June 30, 1998 20,380,000 300,000 $ 10,480 $ 3,000 ($ 9,599) $ 3,881
=========== =========== =========== =========== =========== ===========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Stataments.
F-5
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Six Month Period Ended June 30, 1998
- --------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and six month
periods ended June 30, 1998 and June 30, 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 six month period ended June 30,
1998 are not necessarily indicative of the results expected for the year ended
December 31, 1998.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's Discussion and Analysis
- ------------------------------------
The second quarter-year ended June 30, 1998, only produced one assignment
to design and create a website for a customer. The gross revenues for this
quarter-year was $500 which represented the advance payment on the assignment.
The major part of the quarter year was involved in developing a sales
technique which would substantially be based around the Company's website:
"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 June 30, 1998 the
Company had assets totaling $5,581.00 and $1,700.00 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) O-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.
<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: July 6, 1999 By /s/
---------------------------------------
Clark Burch, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,581
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,581
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
3,000
<COMMON> 10,480
<OTHER-SE> (9,599)
<TOTAL-LIABILITY-AND-EQUITY> 5,581
<SALES> 500
<TOTAL-REVENUES> 500
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,795
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,795)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,795)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,795)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
