UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-26347
Future Technologies, Inc.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-0985135
(State of incorporation) (IRS Employer ID Number)
11900 Wayzata Blvd., Suite 100 Hopkins MN 55305
(Address of principal executive offices)
(612) 541-1155
(Issuer's telephone number)
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
State the number of shares outstanding of each of the issuer's
classes of common equity as of the latest practicable date:
May 5, 2000: 1,500,000
Transitional Small Business Disclosure Format (check one): YES
NO X
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Future Technologies, Inc.
Form 10-QSB for the Quarter ended March 31, 2000
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
2
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S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
Board of Directors and Shareholder
Future Technologies, Inc.
We have reviewed the accompanying balance sheets of Future
Technologies, Inc. (a Minnesota corporation) as of March 31, 2000
and 1999 and the accompanying statements of operations and
comprehensive income for the six and three months ended March 31,
2000 and 1999 and statements of cash flows for the six months
ended March 31, 2000 and 1999. These financial statements are
prepared in accordance with the instructions for Form 10-QSB, as
issued by the U. S. Securities and Exchange Commission, and are
the sole responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression on an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note A to the financial statements, the Company has no viable
operations or significant assets and is dependent upon
significant shareholders to provide sufficient working capital to
maintain the integrity of the corporate entity. These
circumstances create substantial doubt about the Company's
ability to continue as a going concern and are discussed in Note
A. The financial statements do not contain any adjustments that
might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
May 6, 2000
3
The accompanying notes are an integral part of these financial
statements.
The financial information presented herein has been prepared by
management without audit by independent certified public accountants.
<PAGE>
Future Technologies, Inc.
Balance Sheets
March 31, 2000 and 1999
(Unaudited)
March 31, March 31,
2000 1999
ASSETS
Current Assets
Cash on hand and in bank $ 4,128 $ 4,078
Total Assets $ 4,128 $ 4,078
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Advances from shareholder $ - $ -
Commitments and Contingencies
Shareholders' Equity
Preferred stock - $0.01 par value.
5,000,000 shares authorized;
none issued and outstanding - -
Common stock - $0.01 par value.
45,000,000 shares authorized.
1,500,000 and 1,352,512 shares
issued and outstanding, respectively 15,000 13,525
Additional paid-in capital 56,711 49,361
Deficit accumulated during the
development stage (67,583) (53,808)
4,128 9,078
Stock subscription receivable - (5,000)
Total shareholders' equity 4,128 4,078
Total Liabilities and Shareholders' Equity $ 4,128 $ 4,078
4
See Accountant's Review Report.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
Future Technologies, Inc.
Statements of Operations and Comprehensive Income
Six and Three months ended March 31, 2000 and 1999
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
Revenues $ - $ - $ - $ -
Expenses
General and administrative 4,807 922 4,452 922
Total expenses 4,807 922 4,452 922
Loss before Income Taxes (4,807) (922) (4,452) (922)
Provision for Income Taxes - - - -
Net Loss (4,807) (922) (4,452) (922)
Other comprehensive income - - - -
Comprehensive Income $ (4,807) $ (922) $ (4,452) $ (922)
Loss per weighted-average share of
common stock outstanding,
computed on Net Loss - basic
and fully diluted nil nil nil nil
Weighted-average number of shares
of common stock outstanding 1,368,842 490,946 1,389,823 636,978
5
<PAGE>
Future Technologies, Inc.
Statements of Cash Flows
Six months ended March 31, 2000 and 1999
(Unaudited)
Six months Six months
ended ended
March 31, March 31,
2000 1999
Cash Flows from Operating Activities
Net Loss $ (4,807) $ (922)
Adjustments to reconcile net income to net cash
provided by operating activities
Decrease in accounts payable (900) -
Net cash provided by (used in) operating activities (5,707) (922)
Cash Flows from Investing Activities - -
Cash Flows from Financing Activities
Cash received common stock subscription 8,825 5,000
Advance from shareholder - -
Net cash provided by financing activities 8,825 5,000
Increase (Decrease) in Cash and Cash Equivalents 3,118 4,078
Cash and cash equivalents at beginning of period 1,010 -
Cash and cash equivalents at end of period $ 4,128 $ 4,078
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ - $ -
Income taxes paid (refunded) $ - $ -
6
<PAGE>
Future Technologies, Inc.
Notes to Financial Statements
Note A - Organization and Description of Business
Future Technologies, Inc. (Company) was initially formed under
the laws of the State of Minnesota as Land Corporation of
America, Inc. on June 20, 1972 for the purpose of developing
parcels of land into mobile home parks and to sell the developed
lots to owners of mobile homes. On November 30, 1977, the
Company changed its corporate name to Future Homes, Inc. The
Company operated successfully until the late-1970's when an
economic recession caused significant difficulty in the financing
of mobile homes for purchasers. The Company began to suffer
operating losses through the early-1980's and, in 1983, closed
five (5) of its six (6) operating locations. On June 10, 1989,
the Company assigned all remaining assets to its creditors and
became inactive.
On February 8, 1999, the Company restated its Articles of
Incorporation in the State of Minnesota, increased the authorized
number of shares which may be issued in the form of both
preferred and common stock, changed its stated par value to $0.01
per share and adopted new corporate by-laws. Additionally, this
restatement changed the corporate name to Future Technologies,
Inc.
The Company successfully completed a public offering of its
common stock in 1973 whereby 160,000 shares were sold at a gross
price of $2.50 per share.
The current business purpose of the Company is to seek out and
obtain a merger, acquisition or outright sale transaction whereby
the Company's stockholders will benefit. The Company is not
engaged in any negotiations and has not undertaken any steps to
initiate the search for a merger or acquisition candidate.
With the disposition of all operations in 1989, the Company
became fully dependent upon the support of its controlling
shareholders for the maintenance of its corporate status and to
provide all working capital support for the Company's behalf.
The controlling shareholders intend to continue the funding of
necessary expenses to sustain the corporate entity.
During interim periods, the Company follows the accounting
policies set forth in its Annual Report Pursuant to Section 13 or
15(d) of The Securities Exchange Act of 1934 on Form 10-KSB filed
with the U. S. Securities and Exchange Commission. The
information presented herein may not include all disclosures
required by generally accepted accounting principles and the
users of financial information provided for interim periods
should refer to the annual financial information and footnotes
contained in its Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 on Form 10-KSB when reviewing
the interim financial results presented herein.
In the opinion of management, the accompanying interim financial
statements, prepared in accordance with the instructions for Form
10-QSB, are unaudited and contain all material adjustments,
consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and
cash flows of the Company for the respective interim periods
presented. The current period results of operations are not
necessarily indicative of results which ultimately will be
reported for the full fiscal year ending September 30, 2000.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
7
<PAGE>
Future Technologies, Inc.
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
The Company considers all cash on hand and in banks, including
accounts in book overdraft positions, certificates of deposit
and other highly-liquid investments with maturities of three
months or less, when purchased, to be cash and cash
equivalents.
Cash overdraft positions may occur from time to time due to the
timing of making bank deposits and releasing checks, in
accordance with the Company's cash management policies.
2. Income taxes
The Company uses the asset and liability method of accounting
for income taxes. At March 31, 2000 and 1999, respectively,
the deferred tax asset and deferred tax liability accounts, as
recorded when material to the financial statements, are
entirely the result of temporary differences. Temporary
differences represent differences in the recognition of assets
and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization, allowance
for doubtful accounts and vacation accruals.
Due to the provisions of Internal Revenue Code Section 338, the
Company will have no net operating loss carryforwards available
to offset financial statement or tax return taxable income in
future periods as a result of a change in control involving 50
percentage points or more of the issued and outstanding
securities of the Company.
3. Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net
income (loss) by the weighted-average number of shares of
common stock and common stock equivalents (primarily
outstanding options and warrants). Common stock equivalents
represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury
stock method. The calculation of fully diluted earnings (loss)
per share assumes the dilutive effect of the exercise of
outstanding options and warrants at either the beginning of the
respective period presented or the date of issuance, whichever
is later. As of March 31, 2000 and 1999 and 1998, the Company
has no outstanding warrants and options issued and outstanding.
Note C - Common Stock Transactions
On March 5, 1999, the Company issued approximately 1,000,000
shares of restricted, unregistered common stock pursuant to a
private placement letter to its President for proceeds of $10,000
cash. The proceeds were designated by the Company's Board of
Directors "to pay for legal, accounting and other expenses
associated with the Company's plan to position itself to make an
acquisition of an existing business opportunity".
On March 7, 2000 , the Company issued approximately 151,911
shares of restricted, unregistered common stock pursuant to a
private placement letter to its President for proceeds of $8,825
cash. The proceeds were designated by the Company's Board of
Directors "to pay for legal, accounting and other expenses
associated with the Company's plan to position itself to make an
acquisition of an existing business opportunity".
8
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements
and information relating to the Company that are based on the
beliefs of the Company or management as well as assumptions made
by and information currently available to the Company or
management. When used in this document, the words "anticipate,"
"believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. Such statements
reflect the current view of the Company regarding future events
and are subject to certain risks, uncertainties and assumptions,
including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated,
expected or intended. In each instance, forward-looking
information should be considered in light of the accompanying
meaningful cautionary statements herein.
(2) General comments
With the disposition of all operations in 1989, the Company
became fully dependent upon the support of its controlling
shareholders for the maintenance of its corporate status and to
provide all working capital support for the Company's behalf.
The controlling shareholders intend to continue the funding of
necessary expenses to sustain the corporate entity.
The current business purpose of the Company is to seek out and
obtain a merger, acquisition or outright sale transaction whereby
the Company's stockholders will benefit. As of this filing, the
Company has not entered into any definitive agreement to acquire
or merge with another entity.
(3)Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations,
assets or liabilities. Accordingly, the Company is dependent
upon management and/or significant shareholders to provide
sufficient working capital to preserve the integrity of the
corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the
corporate entity.
The Company is currently seeking a suitable merger or acquisition
candidate.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
On March 7, 2000 , the Company issued approximately 151,911
shares of restricted, unregistered common stock pursuant to a
private placement letter to its President for proceeds of
$8,825 cash. The proceeds were designated by the Company's
Board of Directors "to pay for legal, accounting and other
expenses associated with the Company's plan to position
itself to make an acquisition of an existing business
opportunity".
Item 3 - Defaults on Senior Securities
None
9
<PAGE>
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or
special meetings of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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.
Future Technologies, Inc.
May 6, 2000 /s/ Craig Laughlin.
Craig Laughlin
President, Director and
Chief Accounting Officer
10
<PAGE>
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