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, 2000
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 0-28951
TECNOMATIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
INDEPENDENT ACQUISITION CORPORATION
(Former name of Registrant)
Delaware 52-2201500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
923 15th Street, NW
Washington, DC 20005
(Address of principal executive offices (zip code))
202/628-2606
(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, 2000
Common Stock, par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACQUISITION CORPORATION
(A Development Stage Company)
Balance Sheet
As of September 30, 2000
(Unaudited)
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized, none issued and outstanding -
Common Stock, $.0001 par value, 100,000,000 shares
authorized, 5,000,000 issued and outstanding 500
Additional paid-in capital 1,330
Deficit accumulated during development stage (1,330)
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements
INDEPENDENT ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
January 1, 2000 to March 24, 1999
(Inception)
September 30, 2000 September 30, 2000
Income $ -- $ -
Expenses
Organization expense - 580
Professional fees - 750
Total expenses - 1,300
NET LOSS $ - $(1,330)
See accompanying notes to financial statements
INDEPENDENT ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period From March 24, 1999 (Inception)
To September 30, 2000
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Issued Paid-In Development
Shares Amount Capital Stage Total
Common Stock
Issuance 5,000,000 $ 500 $ - $ - $ 500
Fair value of
expenses contributed - - 1,330 - 1,330
Net loss for the periods ended:
December 31, 1999 - - - (1,330) (1,330)
Sept 30, 2000 - - - - -
BALANCE AT
Sept. 30, 2000 5,000,000 $ 500 $1,300 $ (1,330) $ 500
See accompanying notes to financial statements
INDEPENDENT ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows
Unaudited
January 1, 2000 to March 24, 1999
September 30, 2000 (Inception) to
September 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ (1,330)
Adjustment to reconcile net
loss to net cash
used by operating activities
Capitalized expenses - 1,330
Net cash used in operating
activities - -
CASH FLOWS FROM INVESTING
ACTIVITIES - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock - 500
Net cash provided by
financing activities - 500
INCREASE IN CASH AND CASH
EQUIVALENTS - 500
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 500 -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ 500
See accompanying notes to financial statement.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Independent Acquisition Corporation (a development stage
company) ("the Company") was incorporated in Delaware on March
24, 1999 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. At September 30,
2000 the Company had not yet commenced any formal business
operations. 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.
B. Use of Estimates
The preparation of the financial statements requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered
or settled. Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There
were no current or deferred income tax expense or benefits due
to the Company not having any material operations for the period
ending September 30, 2000.
NOTE 2 STOCKHOLDER'S EQUITY
A. Preferred Stock
As of September 30, 2000, the Company is authorized to issue
20,000,000 shares of preferred stock at $.0001 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
As of September 30, 2000, the Company was authorized to issue
100,000,000 shares of common stock at $.0001 par value. The
Company issued 5,000,000 shares of its common stock to TPG
Capital Corporation ("TPG") pursuant to Rule 506 for an
aggregate consideration of $500.
C. Additional Paid-In Capital
Additional paid-in capital at September 30, 2000 represented
the fair value of the amount of organization and professional
costs incurred by TPG on behalf of the Company. (See Note 3)
NOTE 3 AGREEMENT
On March 24, 1999, the Company signed an agreement with
TPG, a related entity (See Note 4). The Agreement called for
TPG to provide the following services, without reimbursement
from the Company, until the Company entered into a business
combination as described in Note 1A:
1. Preparation and filing of required documents with
the Securities and Exchange Commission.
2. Location and review of potential target
companies.
3. Payment of all corporate, organizational,
and other costs incurred by the Company.
NOTE 4 RELATED PARTIES
Legal counsel to the Company is a firm owned by a former
director of the Company who also owns a controlling interest in
the outstanding stock of TPG. (See Note 3)
NOTE 5 SUBSEQUENT EVENTS
On November 3, 2000, the Company filed a certificate of
amendment to its certificate of incorporation changing the
corporate name to Tecnomatic International Corporation and
increasing the authorized capitalization. The Company entered
into an agreement with PowerTek Holdings, SA, a water and power
systems development company for the transfer of control of the
Company by the redemption of 4,750,000 shares of the Company's
5,000,000 outstanding shares of common stock and the issuance of
an additional 59,900,000 shares to affiliates and others.
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.
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 have been registered under the Exchange Act.
Subsequent to the time period covered by this report,
the Company entered into an agreement with PowerTek Holdings,
S.A. for the transfer of control of the Company through the
redemption of 4,750,000 shares of its current outstanding stock
and the issuance of an additional 59,900,000 new shares of common
stock of the Company.
In contemplation of effecting the transaction, on
November 3, 2000, the Company filed a certificate of amendment
with the State of Delaware to increase its authorized
capitalization to an aggregate of 600,000,000 shares consisting
of 500,000,000 shares of common stock and 100,000,000 shares of
non-designated preferred stock and to change its name to
Tecnomatic International Corporation.
The Company will file with the Securities and Exchange
Commission on Form 8-K a notice of the business combination.
Persons reading this Form 10-QSB are advised to see if the
Company has subsequently filed a Form 8-K.
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 take the steps required to cause its common stock to be
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.
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
On November 3, 2000, the Company increased its
authorized capitalization to 500,000,000 shares of common stock
and 100,000,000 shares of non-designated preferred stock.
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
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an
exhibit to the Company's registration statement on Form 10-SB
filed on January 18, 2000 and is incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's
registration statement on Form 10-SB filed on January 18, 2000
which is incorporated herein by reference.
-- Lock up agreement filed as an exhibit to the
Company's registration statement on Form 10-SB filed on January
18, 2000 which is incorporated herein by reference.
-- Agreement with TPG Capital Corporation filed as
an exhibit to the Company's registration statement on Form 10-SB
filed on January 18, 2000 which is incorporated herein by
reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Company during the ended September 30, 2000.
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.
TECNOMATIC INTERNATIONAL CORPORATION
By: /s/ Jacques De Groote
President
Dated: November 15, 2000
