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 March 31, 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
Audited financial statements for the year ended December 1997 and the unaudited
financial statements for the quarter year ended March 31, 1998, follow.
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
Unaudited Audited
March December
31, 1998 31, 1997
-------- --------
ASSETS
Current Assets - Cash $ 7,076 $ 7,883
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Due To Related Entity For Rent $ 1,400 $ 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 (7,804) (6,697)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 5,676 6,783
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 7,076 $ 7,883
======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
F-1
<PAGE>
<TABLE>
<CAPTION>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- -----------------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Three Months Three Months (Inception)
Ended Ended Through
March March March
31, 1998 31, 1997 31, 1998
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
------------ ------------ ------------
Consulting 0 0 380
Fees 0 265 265
Legal & Accounting 0 1,000 3,750
Office 544 86 666
Rent 300 200 1,500
Stock Transfer 263 0 1,243
------------ ------------ ------------
Total Expenses 1,107 1,551 7,804
------------ ------------ ------------
Net (Loss) (1,107) (1,551) (7,804)
============ ============ ============
Basic (Loss) Per Common Share $ (0.00) $ (0.00) $ (0.00)
============ ============ ============
Weighted Average Common Shares Outstanding 20,380,000 380,000 20,380,000
============ ============ ============
The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements.
F-2
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
- --------------------------------------------------------------------------------
Unaudited
December
Unaudited Unaudited 6, 1994
Three Months Three Months (Inception)
Ended Ended Through
March March March
31, 1998 31, 1997 31, 1998
-------- -------- --------
Net (Loss) $ (1,107) $ (1,551) $ (7,804)
-------- -------- --------
Plus Items Not Affecting Cash Flow: 0 0 0
Stock Issued For Services 380
Increase In Accounts Payable 300 200 1400
-------- -------- --------
Net Cash Flows From Operations (807) (1,351) (6,024)
-------- -------- --------
Cash Flows From Investing Activities:
Net Cash Flows From Investing: 0 0 0
-------- -------- --------
Cash Flows From Financing Activities:
Common Stock Issued For Cash 0 0 10,000
Contributed Capital 0 0 100
Preferred Stock Issued For Cash 0 3,000 3,000
-------- -------- --------
Net Cash Flows From Financing: 0 3,000 13,100
-------- -------- --------
Net Increase (Decrease) In Cash (807) 1,649 7,076
Cash At Beginning Of Period 7,883 0 0
-------- -------- --------
Cash At End Of Period $ 7,076 $ 1,649 $ 7,076
======== ======== ========
Summary Of Non-Cash Investing And
Financing Activities: $ 0 $ 0 $ 380
======== ======== ========
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
F-3
<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) (1,107) (1,107)
----------- ----------- ----------- ----------- ----------- -----------
Unaudited Balance At March 31, 1998 20,380,000 300,000 $ 10,480 $ 3,000 ($ 7,804) $ 5,676
=========== =========== =========== =========== =========== ===========
The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements
F-4
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
Notes To Unaudited Financial Statements
For The Three Month Period Ended March 31, 1998
- -----------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month periods ended
March 31, 1998 and March 31, 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 three month period ended March 31, 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
Plan of Operations
- ------------------
With the emergence of the popularity of the Internet, many companies are
now placing information about their business of Internet sites. Developing and
establishing an Internet location and the techniques necessary to design and
complete the electronic signals and accompanying graphics is a sophisticated
process and needs the skills of a person experienced in computers, electronics
and graphics. As a result, those persons who have devoted their skills to this
new profession, are termed "webmasters."
The principals of the Company have had years of experience in computer
programing and in film and video production which gives the Company the
foundation of the Company's enterprise. The Company is engaged in the business
of producing, on a contract basis, customized Internet websites and pages for
its clients. In furtherance of the business plan the Company has established a
web site as its initial marketing thrust. The Company's internet web site may be
found on "www. bwn.net/i-tech" The Company also attracts prospective clients
through word of mouth, and using their respective business contacts in the
Denver, Colorado area. The Company's e-mail address is: "[email protected]"
The establishment of a web site on the Internet is a two-step sequence. The
first step is to design and produce the pages necessary to appear on the
Internet. This involves a combination of text and graphics, as well as "links"
to each of the successive page appearing after the initial or cover page. The
second step is to insert the pages of the product to actually appear on
internet, most generally on the world-wide web, commonly know as "www." In order
for the pages to appear on the web, enabling viewers to see them, the company
must establish a stand-alone computer containing the web pages, or, in the
alternative, engage a "host" which will establish the pages for the customer on
a contract basis. The Company does not act as a "host" for the web pages. There
are literally hundreds of web hosts operating around the world. A list of such
hosts are readily available on the world-wide web.
In general, at this time, most of the companies in the Denver metropolitan
area and in the state of Colorado, offering web site design are small and
comprised of one or two individuals. There are many sole practitioners in the
business of web site design. This is not to say that these companies and
individuals are not extremely competent and offer a good deal of competition for
the Company. It is the goal of the Company to become one of the best, but not
the largest, web designers in Colorado.
The Company initially raised only a small amount of operating capital. The
Company registered its common shares under the provisions of the Securities
Exchange Act of 1934 to provide a central source where information on the
activities of the Company may be obtained by the general public. Except for the
shares owned by affiliates of the Company, the common shares of the Company are
freely tradeable having been issued under the exemption to registration provided
by Regulation D, Rule 504 of the Securities Act of 1933, as amended. The common
shares of the Company are not currently trading on any exchange or trading
medium. The Company has no plans at the date of this report to trade the common
shares of the Company.
<PAGE>
The Company intends to attempt to raise additional working capital, when
required, in one or more of various means including but not necessarily limited
to debt instruments, convertible debentures, equities and joint venture
enterprises. However, there is no assurance whatsoever that such working capital
will be available to the Company in any of the above various forms, and if
available that the provisions of the capital will be attractive to the Company.
Financial Condition, Capital Resources and Liquidity
- ----------------------------------------------------
The Company may be considered a start-up enterprise. At March 31, 1998, the
Company had assets totaling $7,076 and $1,400 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 proposed 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.
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.
<PAGE>
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
(99) Audited Financial Statements for years ended December 31, 1997 and 1996
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 June 10, 1998 By /s/ Clark Burch
--------------------------- --------------------------------------
Clark Burch, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 7,076
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,076
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,076
<CURRENT-LIABILITIES> 1,400
<BONDS> 0
0
3,000
<COMMON> 10,480
<OTHER-SE> (7,804)
<TOTAL-LIABILITY-AND-EQUITY> 7,076
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,107
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,107)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,107)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,107)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
I-Tech Holdings Group, Inc.
FINANCIAL STATEMENTS
with
Independent Auditors' Report
For the Years Ended December 31, 1997 and 1996
<PAGE>
I-Tech Holdings Group, Inc.
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flows F-4
Statement of Shareholder's Equity F-5
Notes to the Financial Statements F-6-F-8
<PAGE>
Independent Auditor's Report
We have audited the accompanying balance sheet of I-Tech Holdings Group, Inc. (a
Developmental Stage Company), at December 31, 1997 and 1996, and the related
statement of operations, shareholders' equity, and cash flows for the year ended
December 31, 1997 and 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I-Tech Holdings Group, Inc. at
December 31, 1997 and 1996 and the results of its operations and its cash flows
for the years ended December 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is in the development stage and has no operations as of
December 31, 1997. The lack of sufficient working capital to operate as of
December 31, 1997 raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 4. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Kish, Leake & Associates, P.C.
- ----------------------------------
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
May 8, 1998
F - 1
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
December
31, 1997
--------
ASSETS
Current Assets - Cash $ 7,883
========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Due To Related Entity For Rent $ 1,100
--------
SHAREHOLDERS' EQUITY
Common Stock, No Par Value
Authorized 50,000,000 shares; Issued And
Outstanding 20,380,000 Shares 10,480
Preferred Stock, No Par Value,
Non Voting, Authorized 5,000,000 shares;
Issued And Outstanding 300,000 Shares 3,000
(Deficit) Accumulated During The Development Stage (6,697)
--------
TOTAL SHAREHOLDERS' EQUITY 6,783
--------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 7,883
========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
F - 2
<PAGE>
<TABLE>
<CAPTION>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Statement Of Operations
- ----------------------------------------------------------------------------------------
December
6, 1994
(Inception)
Year Ended Year Ended Through
December December December
31, 1997 31, 1996 31, 1997
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
------------ ------------ ------------
Consulting 0 0 380
Fees 265 0 265
Legal & Accounting 3,750 0 3,750
Office 122 0 122
Rent 1,100 0 1,200
Stock Transfer 980 0 980
------------ ------------ ------------
Total Expenses 6,217 0 6,697
------------ ------------ ------------
Net (Loss) $ (6,217) $ 0 (6,697)
============ ============ ============
Basic (Loss) Per Common Share $ (0.00) $ 0.00
============ ============
Weighted Average Common Shares Outstanding 13,713,333 380,000
============ ============
The Accompanying Notes Are An Integral Part Of These Financial Statements.
F - 3
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Statement Of Cash Flow
- --------------------------------------------------------------------------------
December
6, 1994
(Inception)
Year Ended Year Ended Through
December December December
31, 1997 31, 1996 31, 1997
-------- -------- --------
Net (Loss) $ (6,217) $ 0 $ (6,697)
-------- -------- --------
Plus Items Not Affecting Cash Flow: 0 0 0
Stock Issued For Services 380
Increase In Accounts Payable 1,100 0 1,100
-------- -------- --------
Net Cash Flows From Operations (5,117) 0 (5,217)
-------- -------- --------
Cash Flows From Investing Activities:
Net Cash Flows From Investing: 0 0 0
-------- -------- --------
Cash Flows From Financing Activities:
Common Stock Issued For Cash 10,000 0 10,000
Contributed Capital 0 0 100
Preferred Stock Issued For Cash 3,000 0 3,000
-------- -------- --------
Net Cash Flows From Financing: 13,000 0 13,100
-------- -------- --------
Net Increase (Decrease) In Cash 7,883 0 7,883
Cash At Beginning Of Period 0 0 0
-------- -------- --------
Cash At End Of Period $ 7,883 $ 0 $ 7,883
======== ======== ========
Summary Of Non-Cash Investing And
Financing Activities:
Common Stock Issued For Services $ 0 $ 0 $ 380
======== ======== ========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
F - 4
<PAGE>
<TABLE>
<CAPTION>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
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 0 380
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 20,000,000 0 10,000 0 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
========== ========== ========== ========== ========== ==========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
F - 5
</TABLE>
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
- -----------------------------
Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------
Organization:
- -------------
On December 6, 1994, I-Tech Holdings Group, Inc. ("the Company") was
incorporated under the laws of Colorado, to engage in the business of
environmental technologies of all types and manufacturing products related to
environmental technologies. The Company may also engage in any business which is
permitted by the Colorado Business Corporation Act, as designated by the board
of directors of the Company. In January 1997, the Company elected to engage in
the business of consulting services to develop web sites for business and
industry.
Developmental Stage:
The Company is currently in the developmental stage and has no significant
operations to date.
Income Taxes:
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset federal income taxes. Due to the Company's
net operating loss there are no income taxes currently due. Also, there were no
material differences between recorded book basis and tax basis at December 31,
1997 and 1996.
Statement of Cash Flows:
For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Cash paid for interest and taxes in the period ended December 31, 1997 and 1996
was $-0-.
F - 6
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
- -----------------------------
Net (Loss) Per Common Share:
The net (loss) per common share is computed by dividing the net (Loss) for the
period by the weighted average number of shares outstanding at December 31,
1997, 1996.
Note 2 - Capital Stock
- ----------------------
Common Stock:
The Company initially authorized 50,000,000 shares of no par value common stock.
On June 15, 1995 380,000 shares of no par common stock were issued for services
valued at $380 or $.001 per share. In March and May 1997 the Company issued an
additional 20,000,000 shares of common stock for $10,000 or $.0005 per share.
Preferred Stock
The Company initially authorized 5,000,000 shares of no par value, non-voting
preferred stock.
On January 22, 1997, the Company issued 300,000 shares of its no par value
preferred stock for $3,000 or $.01 per share. The Directors have assigned the
following preferences to the issued and outstanding shares of Preferred Stock:
(I) the Preferred Stock shall be non-voting, (ii) the holders of the stock as a
group have the right to receive, prorata, upon dissolution or winding up of the
Company, 10% of the assets of the Company prior to division and distribution of
assets to the holders of the Company's Common Stock.
The Company has declared no dividends through December 31, 1997.
F - 7
<PAGE>
I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
- -----------------------------
Note 3 - Related Party Events
- -----------------------------
The Company presently maintains its principal offices at an address provided by
a related party at a monthly rental of $100 per month, plus any expenses of
telephone, fax, and secretarial services, commencing February 1, 1997. The
office is located at 1629 York Street, Denver, Colorado 80206.
Note 4 - Basis Of Presentation
- ------------------------------
In the course of its development activities, the Company has sustained
continuing losses and expects such losses to continue in the foreseeable future.
The Company plans to continue financing its operations with stock sales and in
the longer term, revenues from its operations. The Company's ability to continue
as a going concern is dependent upon the successful completion of its offering
of common stock, additional financing and, ultimately, upon achieving profitable
operations.
F - 8
