U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
AMENDMENT NUMBER TWO
QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ending March 31, 2000
BACTROL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
New York 11-2665282 000-26463
---------------------------- ------------- ---------------
(State or other jurisdiction (IRS Employer Commission File
of Incorporation) Identification Number) Number
c/o Associates Investment Corporation, Inc.
1109 North 21st Avenue, Suite 120
Hollywood, Florida
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(Address of principal executive offices)
Registrant's telephone number, including area code: (954) 923-6002
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or 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 distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE TO CORPORATE ISSUERS
November 16, 2000, the Registrant had outstanding 660,004 shares of common
stock.
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<CAPTION>
BACTROL TECHNOLGIES, INC.
INDEX
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis Financial
Conditions and Results of Operations
Item 3. Forward Looking Statements
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Change in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holdings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
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<CAPTION>
BACTROL TECHNOLOGIES, INC.
BALANCE SHEETS
(Unaudited)
March 31, 2000 December 31, 1999
---------------- -------------------
<S> <C> <C>
Current assets
Notes Receivable $ 1,500 $ 1,500
---------------- -------------------
Total current assets 1,500 1,500
---------------- -------------------
Total assets 1,500 1,500
================ ===================
Current Liabilities
Accounts payables and other
Liabilities 3,680 3,680
Corporate taxes payable 0 0
Loan payable 27,511 27,511
---------------- -------------------
Total current liabilities 31,191 31,191
---------------- -------------------
Total liabilities 31,191 31,191
---------------- -------------------
Stockholders' Equity
Common stock, $0.0001 par value,
50,000,000 shares authorized,
660,004 shares issued
and outstanding 66 66
Additional paid-in capital 16,186 16,186
Deficit (45,943) (45,943)
---------------- -------------------
Total stockholders' deficit (29,691) (29,691)
---------------- -------------------
Total liabilities and
stockholder's equity $ 1,500 $ 1,500
================ ===================
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See notes to Financial Statements
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<CAPTION>
BACTROL TECHNOLOGIES, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three months ended
March 31,
2000 1999
-------- ---------
<S> <C> <C>
Revenues $ 0 $ 0
-------- ---------
Expense
Interest 0 0
Penalties 0 0
Professional fees 0 0
State corporate
Charter 0 51
-------- ---------
Total expenses 0 51
-------- ---------
Net (Loss) 0 (51)
======== =========
Net (Loss)
Per common share
(basic and diluted) 0 (0.01)
======== =========
Average share
Outstanding 660,004 590,004
======== =========
</TABLE>
See notes to Financial Statements
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<CAPTION>
BACTROL TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
For the year ended December 31, 1999 and
three months ended March 31, 2000
(Unaudited)
Common Stock Additional
---------------- Paid-in
Shares Amount Capital Deficit
------- ------- -------- ---------
<S> <C> <C> <C> <C>
Balance at
December 31, 1998 590,004 $ 59 $ 5,193 $(26,492)
Sale of common stock 70,000 7 11,000 0
1998 net loss 0 0 0 (19,451)
------- ------- -------- ---------
Balance at
December 31, 1999 660,004 66 16,193 (45,943)
March 31, 2000 net loss 0 0 0 0
------- ------- -------- ---------
Balance at
March 31, 2000 660,004 $ 66 $ 16,193 $(45,943)
======= ======= ======== =========
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See notes to Financial Statements
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<CAPTION>
BACTROL TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Three months ended
March 31,
2000 1999
----- ---------
<S> <C> <C>
Operating Activities:
Net (Loss) $ 0 $ (51)
----- ---------
Adjustment to reconcile
Net (loss) to cash
(used in) operating
activities:
Increase (decrease) in
Corporate tax payable 0 (11,310)
----- ---------
Increase (decrease) in
Accounts payable and
Other liabilities 0 (8,650)
----- ---------
Cash provided by (used in)
Operating activities 0 (20,011)
----- ---------
Financing Activities:
Proceeds from loan 0 20,011
----- ---------
Cash was provided by
financing activities 0 20,011
----- ---------
Net Increase (decrease) in cash 0 0
----- ---------
Cash, beginning of the year 0 0
----- ---------
Cash, end of the year $ 0 $ 0
===== =========
</TABLE>
See notes to Financial Statements
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
1. Condensed Financial Statements
In the opinion of the Company, the accompanying unaudited condensed financial
statements include all adjustments (consisting only of normal recurring
accruals), which are necessary for a fair presentation of the results for the
periods presented. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed and omitted. It is suggested
that these condensed financial statements be read in conjunction with the
Company's Annual Report for the year ended December 31, 1999. The results of
operations for the three months ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full year.
2. Summary of Significant Accounting Policies
Business Activities
--------------------
The Company was incorporated August 31, 1983, under the laws of the State of New
York, as Owl Capital Corp., for the purpose of providing financial consulting
services. On May 16, 1988 the Company changed its name to Bactrol Technologies,
Inc.
In 1989 the Company attempted to bring its stock to the public market and
incurred printing and professional fees. The intent was to raise additional
capital for potential acquisitions.
The Company has been inactive since November 1984.
2. Note Receivable
The Company has a non-interest bearing demand note receivable from Bionic
Financial Corporation at March 31, 2000 and December 31, 1999.
3. Corporate Tax Payable
The Company had not filed its annual New York State taxes since 1984 and had its
corporate status dissolved. During January 1999, management filed all of the
delinquent tax returns and the Company's reinstatement has been completed.
4. Other Matters
During 1999, the Company entered into a plan and agreement of merger with
Military Resale Group, Inc. The merger is dependent upon Bactrol Technologies,
Inc. becoming listed on the NASD Bulletin Board at which time the merger comes
into full force and effect concurrent with that listing.
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The Company is a former reporting company with the Securities and Exchange
Commission and is currently in the process of updating all required SEC filings
so that it can have it's securities traded.
On October 4, 1999, the Board of Directors approved a 20 to 1 reverse stock
split of its issued and outstanding common stock. These financial statements
reflect its retroactive effect of the reverse stock split in all periods
presented. The amendment herein reflects that the 11,800,000 pre-split shares
were converted to 590,004 post-split shares and not the 590,000 post-split
shares as was originally reported.
ITEM 3. FORWARD LOOKING STATEMENTS
When used in this report and in future filings by the Company with the
Commission in the Registrants' press release or other public or stockholder
communications, and in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result", "are expected to",
"will continue", "is anticipated", "estimate", "project" or similar expressions
are intended to identify "forward looking statements" within the earnings of the
Private Securities Litigation Reform Act of 1955. Such statements are subject
to certain risks and uncertainties, including the Company's liquidity
constraints, potential increases in costs and delays, pending litigation,
availability of raw materials, competition, demand for the product and other
proprietary products and delays in the distribution process that could cause
actual results to differ materially from those presently anticipated or
projected. The company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. The
company wishes to advise readers that actual results for future periods to
differ materially from any opinions or statements expressed with respect to
future periods in any current statements.
The company does not undertake - and specifically, declines any obligation - to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events.
Any potential investor in the Company's securities should understand at this
time the company is not engaged in any business.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On October 4, 1999, the Board of Directors approved a 20 to 1 reverse stock
split of its issued and outstanding common stock. As of today's date the
company has not had a shareholder's meeting to ratify this change in the
outstanding common stock, nor has an amendment reflecting this change to the
Articles of Incorporation been filed with the New York Division of Corporations.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
During 1999, the Company entered into a plan and agreement of merger with
Military Resale Group, Inc. The merger is dependent upon Bactrol Technologies,
Inc. becoming listed on the NASD Bulletin Board at which time the merger comes
into full force and effect concurrent with that listing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
In accordance with 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, duly authorized.
BACTROL TECHNOLOGIES, INC.
(Registrant)
Dated: November 16, 2000 By: /s/ GUY GALLUCCIO, JR.
---------------------------
Guy Galluccio, Jr., President
And Chairman of the Board
By: /s/ ALAN FINFER
---------------------------
Alan Finfer, Secretary,
Treasurer and Chief Financial
Officer
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