<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM ______________ TO ________________
COMMISSION FILE NUMBER: 0-24857
POWER TECHNOLOGY, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS
SPECIFIED IN ITS CHARTER)
NEVADA 88-0395816
------------------------------- -----------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 W. BONANZA ROAD, LAS VEGAS, NEVADA 89106
--------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(702) 382-3385
---------------------------
(ISSUER'S TELEPHONE NUMBER)
NOT APPLICABLE
----------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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 A 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 LAST PRACTICABLE DATE: 18,468,055 SHARES.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
--- ---
<PAGE>
POWER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
April 30 January 31
2000 2000
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash $ 415,124 $ 76,015
Accounts receivable 1,000 0
--------- ---------
416,124 76,015
--------- ---------
PROPERTY AND EQUIPMENT, NET 14,584 12,831
--------- ---------
OTHER ASSETS
Prepaid expense 20,000 20,000
Organization costs 3,750 5,000
Patents 65,000 65,000
--------- ---------
88,750 90,000
--------- ---------
$519,458 $178,846
========= =========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable - trade $ 0 $ 5,184
Accounts payable - related party 600,760 65,515
Accrued expenses 16,469 16,469
Advance re: Micro-Dry Technology 81,549 86,067
Loan payable 167,511 110,000
--------- ----------
866,289 283,285
--------- ----------
COMMON STOCK
Par value $.001, authorized 25,000,000;
issued and outstanding 16,817,500 16,818 16,818
ADDITIONAL PAID IN CAPITAL 1,659,458 1,659,458
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (2,023,107) (1,800,665)
PRIOR PERIOD ADJUSTMENT -0- 20,000
----------- ----------
TOTAL SHAREHOLDERS' EQUITY ( 346,831) (104,389)
----------- ----------
$ 519,458 $ 178,846
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
POWER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months
ended April 30,
2000 1999
------ ------
<S> <C> <C>
REVENUE $ 0 $ 0
---------- ----------
EXPENSES
General and administrative 147,587 117,549
Research and development 94,855 37,471
---------- ----------
NET LOSS FOR THE PERIOD $(242,442) $(155,020)
========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 16,817,500
LOSS PER SHARE FOR THE PERIOD $ (.01) $ (.01)
========== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
POWER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months
ended April 30
2000 1999
------------ -----------
<S> <C> <C>
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net loss for the period $(242,442) $(155,020)
Less non cash working capital items:
Amortization 1,250 1,250
(Increase) decrease in accounts receivable (1,000) (1,000)
Increase (decrease) in accounts payable (5,184) 97,019
Increase (decrease) in accounts payable-
Related party 535,245 0
--------- ---------
287,869 (57,751)
--------- ---------
INVESTING ACTIVITIES
Advances from MikroDri (4,518) 0
Increase (decrease) in loans payble 57,511 0
Purchase of equipment (1,753) ( 656)
--------- ---------
51,240 ( 656)
--------- ---------
FINANCING ACTIVITIES
Issuance of common stock 0 262,250
--------- ---------
INCREASE IN CASH 339,109 203,843
CASH - BEGINNING OF THE PERIOD 76,015 60,499
--------- ---------
CASH - END OF THE PERIOD $ 415,124 $264,342
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
POWER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
UNAUDITED
NOTE 1 - Summary Of Significant Accounting Policies
a. Organization
The Company was incorporated under the name of Zeppelin Production
Corporation on June 3, 1996 under the laws of the State of Nevada. The
Company was organized to provide aerial photography and advertising
promotion through the use of helium filled remote control blimps,
however operations were never secured.
Pursuant to a plan of reorganization and acquisition agreement,
dated February 15, 1998, the Company acquired Powertek Technology, Inc.
(Powertek) and changed it's name to Power Technology, Inc. Because the
management and operations of Powertek became the management and
operations of Zeppelin, this business combination has been recorded as
a reverse acquisition, thus Powertek is the surviving accounting entity
presented on the financial statements. The historical information
provided in these financial statements prior to the acquisition are
those of Powertek.
Powertek was incorporated under the laws of the State of Nevada on
January 19, 1996. The Company was organized primarily for the purpose
of developing an advanced battery technology for use in the growing
electric car industry. As of the date of these statements, the Company
has been able to advance the battery technology to a proof of principle
stage and is currently seeking additional capital to finance the
development of the technology to a preliminary prototype stage.
b. Recognition of Revenue
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements.
d. Cash and Cash Equivalents
The company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.
--------------------------------------------------------------------------------
See Notes to Financial Statements
<PAGE>
POWER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
UNAUDITED
NOTE 1 - Summary Of Significant Accounting Policies (continued)
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $2,023,107 that
will be offset against future taxable income. These NOL carryforwards
will begin to expire in the year 2012. No tax benefit has been reported
in the financial statements because the Company believes there is a 50%
or greater chance the carryforward will expire unused.
f. Organization Costs
Organization expenses are recorded at cost and are being amortized
on a straight-line basis over five years. The expenses represent
pre-incorporation cost to establish the entity and develop various
sales venues.
g. Principles of Consolidation
These financial statements include the books of Power Technology,
Inc (formerly Zeppelin) and its wholly owned subsidiary Powertek
Technologies, Inc. All intercompany transactions and balances have been
eliminated in the consolidation.
h. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and expenses during the reporting
period. In these financial statements, assets, liabilities and expenses
involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has had
recurring operating losses for the past several years and is dependent
upon financing to continue operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
<PAGE>
POWER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
UNAUDITED
NOTE 3 - Property and Equipment
Property and equipment consists of the following at April 30, 2000 and
January 31, 2000:
<TABLE>
<CAPTION>
April 30, January 31,
2000 2000
----------- -----------
<S> <C> <C>
Office Equipment $ 12,526 $ 10,773
Manufacturing Equipment 4,076 4,076
Leasehold Improvements 2,164 2,164
----------- -----------
18,766 17,013
Less Accumulated Depreciation (4,182) (4,182)
----------- -----------
Total Property & Equipment $ 14,584 $ 12,831
=========== ===========
</TABLE>
Depreciation expense for the period ended April 30, 2000 and January
31, 2000 is $-0- and $1,910, respectively.
NOTE 4 - Capitalization
Prior to the reverse acquisition of Power Technology, Inc.
(formerly Zepplin Production Corp.) and Powertek Technology, Inc.
(Powertek), the Company authorized 2,500,000 shares at a par
value of $.01 and had 2,500,000 issued and outstanding. The par
value in these financial statements have been retroactively restated
to show the new par value.
In the reverse acquisition, the 2,500,000 shares of Powertek were
exchanged for 5,000,000 shares of Power Technology, Inc. (formerly
Zepplin Production Corp.). The total number of post-acquisition shares
authorized are 25,000,000 at a par value of $.001. Total number of
post-acquisition shares issued and outstanding were 5,300,000 shares.
During June 1998, the Company issued 200,000 shares of common
stock for patents valued at $20,000.
During the year ended January 31, 1999, the Company issued
6,900,000 shares of common stock for cash of $690,000.
During November 1998, the Company issued 134,700 shares of common
stock in exchange for services valued at $134,700.
During the year ended January 31, 2000, the Company issued
2,900,000 shares of common stock for cash of $290,000.
During the year ended January 31, 2000, the Company issued
548,800 shares of common stock in exchange for services valued at
$329,550.
On December 22, 1999, the Company issued 1,034,000 shares of
restricted Common Stock at $.25 per share to Mr. Lee A. Balak, the
President and a director of the Company, in exchange for cancellation
of a $258,500 note, including accrued interest.
NOTE 5 - Series A Convertible Notes and Warrants
The Company offered and sold its Series A Convertible Notes and
Warrants for the aggregate amount of $600,000 during January 2000, in
reliance upon Regulation S under the Securities Act of 1933. The
notes have a term of one year, bear interest at the rate of 10% per
annum payable in the Common Stock of the Company at the rate of $.50
per share, and the principal amount of the notes are convertible into
the Common Stock of the Company at the option of the holders at $.50
per share (total of 1,200,000 shares of Common Stock). In connection
with the sale of the notes, the holders were also issued warrants to
purchase 1,200,000 shares of Common Stock of the Company that are
exercisable at $.60 per share at any time on or before the close of
business on January 28, 2001.
<PAGE>
POWER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
UNAUDITED
NOTE 6 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital, in order to
generate significant operations.
NOTE 7 - Accounts and Loans Payable - Related Party
The Company had $65,515 of research and development fees paid for
by a majority shareholder. The balance was non-interest bearing through
January 31, 1998. For the year ending January 31, 2000, the balance was
interest bearing at 10% per annum. The Company intends to repay the
balance within one year.
The Company had $86,067 of research and development fees
advanced by MikroDri, Inc., a related entity with common shareholders
and management. The Company will continue to perform research and
development procedures which will be invoiced against the fee
advancements.
Mr. Lee A. Balak, the President and a director of the Company,
loaned and advanced approximately $258,500 to the Company as of
December 22, 1999, for research and development fees. The research
and development fees were paid by the Company to Neo-Dyne Research,
Inc. ("Neo-Dyne"), a research and development company owned by Alvin
A. Snaper, also a director, Vice President, Secretary and Treasurer
of the Company. Neo-Dyne has conducted substantially all of the
research and development activities regarding the principal products
of the Company, including its batteries, pipeline connection
technology, and its allow sensor technology. On December 22, 1999,
the Company authorized the issuance of 1,034,000 shares of restricted
Common Stock at $.25 per share to Mr. Balak in exchange for the
cancellation of the $258,500 debt, including accrued interest.
The Company rents a facility in Las Vegas, Nevada from Bonanza
West Properties, a partnership 50% owned by Alvin A. Snaper, a
director and Vice President of the Company. Rents for the year ended
January 31, 2000 totaled approximately $139,000, and were $6,000
during the three month period ended April 30, 2000.
NOTE 8 - Patents
On June 9, 1998, the Company acquired patent number 4,107,997
issued by the U.S. Patent office in 1978. The Company paid $45,000 and
100,000 shares of common stock valued at $10,000 for the patent. The
patent is for an alloy sensor which generates a current when in
contact with water or other aqueous composition.
Also during 1998, the Company acquired patent number 5,442,846
for 100,000 shares of common stock valued at $10,000. This patent is a
procedure and apparatus for cold joining of metallic pipes.
<PAGE>
POWER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to the Financial Statements
UNAUDITED
NOTE 9 - Prior Period Adjustment
An adjustment in the amount of $20,000 has been recorded on the
books as of January 31, 2000. The adjustment is due to an
over-reported shareholders' equity amount in the prior year ended
January 31, 1999. The entry has been recorded to reduce additional
paid-in capital and to offset the overstated expense in the prior
year.
NOTE 10 - Commitments
In connection with the acquisition of patent number 5,442,846,
the Company is committed to a 3% royalty on Gross Sales.
NOTE 11 - Subsequent Events
THE COMPANY entered into an Investment Agreement dated APRIL 17,
2000 (the "AGREEMENT") with Swartz Private Equity, LLC of Roswell,
Georgia ("SPE"). The Agreement provides for SPE to commit to purchase
up to an aggregate of $35,000,000 of the Common Stock of THE COMPANY,
not to exceed 9.9% of the then total issued and outstanding shares
of Common Stock of THE COMPANY, as requested from time to time by THE
COMPANY as its equity capital needs arise during the term of the
Agreement. Upon written notice from THE COMPANY, SPE is committed to
purchase Common Stock of THE COMPANY at a purchase price equal to the
lesser of the (i) then current market price minus $.25, or (ii) 91%
of the then current market price. Market price is defined to mean the
lowest bid price for Common Stock on the last business day during a
pricing period (the date following the notice from THE COMPANY and
ending on the 20th day thereafter). Unless THE COMPANY specifically
requests SPE to purchase its Common Stock by written notification to
SPE, SPE has no right to acquire any securities of THE COMPANY and the
Company has no obligation to offer and sell its securities to SPE.
Under the terms of the Agreement, THE COMPANY will be issuing to SPE a
warrant to purchase 490,000 shares of the Common Stock of THE COMPANY
at an exercise price of $.8125 per share, payable in cash or in a
cashless exercise based upon a formula adjusted by such exercise price
and the average closing price for five trading days prior to the
exercise date, (with price reset provisions) during a term of five
years. THE COMPANY will be issuing additional warrants to SPE to
purchase a number of shares equal to 10% of each purchase of shares
made by SPE during the term of the Agreement. The shares of Common
Stock and warrants of THE COMPANY to be issued to SPE are covered by a
Registration RIGHTS AGREEMENT requiring the Company to file a
registration statement with the U.S. Securities and Exchange
Commission to register such securities under the Securities Act of
1933.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
GENERAL
Power Technology, Inc. (the "Company), a Nevada corporation, was
incorporated on June 3, 1996. However the Company did not conduct any
significant operations until March 1998 when it acquired all of the issued and
outstanding capital stock and assets of PowerTek Technology Corporation, Inc.
(formerly called Power Technology, Inc.) which is presently a wholly-owned
subsidiary of the Company. The Company changed its corporate name from "Zepplin
Production Corp." to Power Technology, Inc. during March 1998 to reflect the
change in the purposes and nature of its business.
The Company is a research and development company. It is presently
engaged in research and development activities regarding: (1) batteries for the
automotive and electric car industries, (2) electronic sensors, and (3) pipeline
connection technology.
RESULTS OF OPERATIONS
The following table sets forth certain operating information regarding
the Company:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30
--------------------------------
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
Revenues ................................................... $ 0 $ 0
General and administrative expenses ........................ 147,587 117,549
Research and Development ................................... 94,855 37,471
------------ ------------
Net income (loss) .......................................... $ (242,442) $ (155,020)
Net income (loss) per share ................................ $ (.01) $ (.01)
</TABLE>
THREE MONTHS ENDED APRIL 30, 2000 COMPARED WITH THREE MONTHS ENDED APRIL 30,
1999
REVENUES. The Company had no revenues during the first three months
of 2000 and 1999, and is in the development stage.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased approximately 25.6% to $147,587 in the three month period
ended April 30, 2000, from $117,549 in 1999. This increase is principally
attributable to increased activity in its research and development activities.
RESEARCH AND DEVELOPMENT COSTS. Research and development costs
increased approximately 153% during the first three months of fiscal 2000 to
$94,855, compared to the first three months of 1999 from $37,471.
ACCOUNTS PAYABLE - RELATED PARTY. Accounts payable to a related
party increased from $110,000 at April 30, 1999, to $167,511 at April 30,
2000, an increase of approximately 52%. This increase arose from additional
cash loans to the Company by an affiliated company owned
<PAGE>
by Lee A. Balak, a director and President of the Company which were expended
primarily for research and development fees and costs to a research company
owned by Alvin A. Snaper, a director and Vice President, Secretary and
Treasurer of the Company.
RESULTS OF OPERATIONS. The net loss of the Company increased to
$242,442 during the three month period ended April 30, 2000, as compared with a
loss of $155,020 during the same period of 1999, an increase of approximately
56.4%, and was due primarily to the increase in its research and development
activities and lack of revenues.
CAPITAL EXPENDITURES, CAPITAL RESOURCES AND LIQUIDITY
The following summary table (unaudited) presents comparative cash flows
of the Company for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30
---------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Net cash used in operating activities ................. $ (242,442) $ (155,020)
Net cash used in investing activities ................. $ 51,240 $ (656)
Net cash provided by financing activities ............. $ 0 $ 262,250
</TABLE>
CAPITAL EXPENDITURES. The Company did not incur any material capital
expenditures for office equipment, office furniture or other fixed assets during
the three month periods ended April 30, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES. The Company's capital resources have
historically been provided by the sale of its Common Stock, the exercise of
options, and by short term loans.
The Company intends to raise additional capital through an offering of
its Common Stock or other securities to provide additional working capital to
fund future operations.
At April 30, 2000, the Company had current assets of $416,124 and
current liabilities of $866,289, resulting in a working capital deficit of
$450,165, as compared to a working capital deficit of $207,220 at January 31,
2000.
Net cash used in operating activities increased to $242,442 for the
three months ended April 30, 2000, from $155,020 for the three months ended
April 30, 1999, a difference of $87,422. The increase in net cash used in
operating activities was primarily attributable to the increase in its research
and development costs regarding its battery technology.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
<PAGE>
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders of the
Company during its fiscal quarter ended April 30, 2000.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
Exhibit 10(a) Series A Convertible Note in the amount of
$75,000, and Warrant to purchase 150,000
shares of common stock of the Company
Exhibit 10(b) Series A Convertible Note in the amount of
$525,000, and Warrant to purchase ________
shares of common stock of the Company
Exhibit No. 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
A report on Form 8-K was filed by the Company during the fiscal
quarter ended April 30, 2000, regarding the matters described in
note 11 to the consolidated financial statements of the Company
contained herein.
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.
POWER TECHNOLOGY, INC.
Date: June 21, 2000 By: /s/ LEE A. BALAK
--------------------------------------------
Lee A. Balak, President, Chief Financial
Officer, and Principal Accounting Officer
