SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-25367
BLENCATHIA ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2068325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code))
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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 common equity, as of the latest practicable date.
Class Outstanding at
September 30, 1999
Common Stock, par value $0.0001 5,000,000
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ITEM 1. FINANCIAL STATEMENTS
BLENCATHIA ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
September 30, 1999
(Unaudited)
ASSETS
<S> <C>
Cash $ 736
TOTAL ASSETS $ 736
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, -
20,000,000 shares authorized,
no shares issued and outstanding
Common Stock, $.0001 par value,
100,000,000 shares authorized
5,000,000 issued and outstanding 500
Capital in Excess of Par 500
Accumulated deficit during development (264)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 736
</TABLE>
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Blencathia Acquisition Corporation (a development stage
company)(the "Company") was incorporated in Delaware on December
3, 1998 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination
with a domestic or foreign private business. As of September 30,
1999, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's
formation.
The Company's fiscal year end is December 31. The Company's
ability to commence operations is contingent upon its ability to
identify a prospective target business and to successfully
negotiate a business combination with such target business.
The unaudited financial statements and notes are presented as
permitted by Form 10-QSB. Accordingly, certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles may have been omitted.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.000l par value, with such designations, voting and
other rights and preferences as may be determined from time to
time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.000l par value. The Company has issued 4,250,000 and
750,000 shares to Pierce Mill Associates, Inc. and TPG Capital
Corporation, respectively.
NOTE 3 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce
Mill Associates, Inc. The same party is also the controlling
shareholder of TPG Capital Corporation.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with
the Securities and Exchange Commission periodic and episodic reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-QSB
and annual reports Form 10-KSB. As a reporting company under the Exchange
Act, the Company may register additional securities on Form S-8 (provided
that it is then in compliance with the reporting requirements of the
Exchange Act) and on Form S-3 (provided that is has during the prior 12
month period timely filed all reports required under the Exchange Act), and
its class of common stock registered under the Exchange Act may be traded
in the United States securities markets provided that the Company is then
in compliance with applicable laws, rules and regulations, including
compliance with its reporting requirements under the Exchange Act.
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting company whose securities are qualified for trading in the United
States secondary market. The Company meets the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of
1933, as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic private
companies.
These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2)
increased visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading efficiency;
(5) shareholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through options for stock for
which there may be a public market; (8) enhanced corporate image; and, (9)
a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include (1) a company for which a primary purpose of
becoming a reporting company is the use of its securities for the
acquisition of assets or businesses; (2) a company which is unable to find
an underwriter of its securities or is unable to find an underwriter of
securities on terms acceptable to it; (3) a company which wishes to become
a reporting company with less dilution of its common stock than would occur
normally upon an underwriting; (4) a company which believes that it will be
able obtain investment capital on more favorable terms after it has become
<PAGE>
a reporting company; (5) a foreign company which may wish an initial entry
into the United States securities market; (6) a special situation company,
such as a company seeking to satisfy redemption requirements under a
qualified Employee Stock Option Plan; and, (7) a company seeking one or
more of the other benefits believed to attach to a reporting company.
During the period cover by this report Management was actively engaged
in seeking a qualified private company as a candidate for a business
combination. The Company is authorized to enter into a definitive
agreement with a wide variety of private businesses without limitation as
to their industry or revenues.
On October 27, 1999 the Company merged with International Fuel
Technology, Inc., the Company filed a notice of the merger with the
Securities and Exchange Commission on Form 8-K. Persons reading this Form
10-QSB are advised to read the Company's Form 8-K.
The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in
connection with a business combination.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is anticipated that
following such occurrence the Company will seek to cause its common stock
to be listed or admitted to quotation on the NASD OTC Bulletin Board or, if
it then meets the financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or national exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a year
in such program's date field. These programs were designed and developed
without consideration of the impact of the change in century for which four
digits will be required to accurately report the date. If not corrected,
many computer applications could fail or create erroneous results by or
following the year 2000 ("Year 2000 Problem"). Many of the computer
programs containing such date language problems have not been corrected by
the companies or governments operating such programs. The Company does not
have operations and does not maintain computer systems. However, it is
impossible to predict what computer programs will be effected, the impact
any such computer disruption will have on other industries or commerce or
the severity or duration of a computer disruption.
Before the Company enters into any business combination, it will
inquire as to the status of any target company's Year 2000 Problem, the
steps such target company has taken to correct any such problem and the
probable impact on such target company of any computer disruption.
However, there can be no assurance that the Company will not combine with
a target company that has an uncorrected Year 2000 Problem or that any such
Year 2000 Problem corrections are sufficient. The extent of the Year 2000
Problem of a target company may be impossible to ascertain and its impact
on the Company is impossible to predict.
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENT
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of October 27, 1999 between Blencathia Acquisition Corporation
("Blencathia"), a Delaware corporation, and International Fuel Technology,
Inc. ("International Fuel" or the "Company"), a Nevada corporation, all the
outstanding shares of common stock of Blencathia Acquisition Corporation
were exchanged for 300,000 shares of common stock of International Fuel in
a transaction in which International Fuel was the surviving company.(8-K
filed 11/4/99)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
There were no exhibits filed by the Company during the quarter.
(b) Reports on Form 8-K
8-K filed November 4, 1999 - Merger between Blencathia Acquisition
Corporation and International Fuel Technology.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BLENCATHIA ACQUISITION CORPORATION
By:/s/ William J. Lindenmayer
William J. Lindenmayer, COO
Dated: November 15, 1999
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