UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
[ ] 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:
February 2, 2000: 1,348,089
Transitional Small Business Disclosure Format (check one): YES NO X
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Future Technologies, Inc.
Form 10-QSB for the Quarter ended December 31, 1999
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information
Item 1 Legal Proceedings 8
Item 2 Changes in Securities 8
Item 3 Defaults Upon Senior Securities 8
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
Signatures 9
2
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Part 1 - Item 1 - Financial Statements
Future Technologies, Inc.
Balance Sheets
December 31, 1999 and 1998
(Unaudited)
1999 1998
ASSETS
Current Assets
Cash on hand and in bank $ 255 $ -
Total Assets $ 255 $ -
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Advances from shareholder $ 500 $ -
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.
1,348,089 and 348,089 shares
issued and outstanding, respectively 13,481 3,481
Additional paid-in capital 49,405 49,405
Deficit accumulated during the development stage (63,131) (52,886)
Total shareholders' equity (245) -
Total Liabilities and Shareholders' Equity $ 255 $ -
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.
3
<PAGE>
Future Technologies, Inc.
Statements of Operations and Comprehensive Income
Three months ended December 31, 1999 and 1998
(Unaudited)
Three months Three months
ended ended
December 31, December 31,
1999 1998
Revenues $ - $ -
Expenses
General and administrative 355 -
Total expenses 355 -
Loss before Income Taxes (355) -
Provision for Income Taxes - -
Net Loss (355) -
Other comprehensive income - -
Comprehensive Income $ (355) $ -
Loss per weighted-average share of
common stock outstanding,
computed on Net Loss - basic
and fully diluted nil nil
Weighted-average number of shares
of common stock outstanding 1,348,089 348,089
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.
4
<PAGE>
Future Technologies, Inc.
Statements of Cash Flows
Three months ended December 31, 1999 and 1998
(Unaudited)
Three months Three months
ended ended
December 31, December 31,
1999 1998
Cash Flows from Operating Activities
Net Loss $ (355) $ -
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 (1,255) -
Cash Flows from Investing Activities - -
Cash Flows from Financing Activities
Advance from shareholder 500 -
Net cash provided by financing activitie 500 -
Increase (Decrease) in Cash and Cash Equivalents (755) -
Cash and cash equivalents at beginning of period 1,010 -
Cash and cash equivalents at end of period $ 255 $ -
Supplemental Disclosures of Interest and
Income Taxes Paid
Interest paid during the period $ - $ -
Income taxes paid (refunded) $ - $ -
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.
5
<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.
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.
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.
6
<PAGE>
Future Technologies, Inc.
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
2. Income taxes
The Company uses the asset and liability method of accounting
for income taxes. At December 31, 1999 and 1998,
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 December 31, 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".
(Remainder of this page left blank intentionally)
7
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
I. 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.
(1) 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
None
Item 3 - Defaults on Senior Securities
None
8
<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.
February 3, 2000 /s/ Craig Laughlin.
Craig Laughlin
President, Director and
Chief Accounting Officer
9
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