SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission File Number: 000-29639
RDC INTERNATIONAL, INC.
f/k/a
LAUTREC, INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0950425
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 South Orange Ave.
Sarasota, FL 34236
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (941)365-9955
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
----------------------------------- -----------------------
LAUTREC, INC.
170 South County Road
Palm Beach, FL 33480
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(Former name or former address, if changes since last report)
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
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
---- ------
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 the distribution of
securities under a plan confirmed by court. Yes No -------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At June 30, 2000, the registrant had
outstanding6,000,000 shares of common stock, par value $0.0001, which is the
registrant's only class of common stock. Prior to the Company's reorganization
it effected a forward stock split of its common stock at the rate of five to
one. The effect of this reorganization has not been reflected in the
accompanying financial statements. Amended financial statements will be issued
within sixty days reflecting the reverse acquisition and reorganization.
Part I. FINANCIAL INFORMATION
LAUTREC, INC.
TABLE OF CONTENTS
Page
Accountant's Review Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Development Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
Lautrec, Inc.
Palm Beach, Florida
We have reviewed the accompanying balance sheet of Lautrec, Inc. (a Florida
corporation and a development stage company) as of June 30, 2000, and the
related statements of operation and deficit accumulated during the development
stage, and cash flows for the nine months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of Lautrec,
Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based upon our review with the exception of the matter described in the
following paragraph, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
On June 30, 2000 the Company consummated a reverse acquisition and
reorganization as described in note A. The effect of the reorganization has not
been reflected in the accompanying financial statements.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra, Shaw & Dugan
Certified Public Accountants
August 14, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 832-7580
Website: dsd-cpa.cpm
<PAGE>
<TABLE>
<CAPTION>
LAUTREC, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
------------------------------------------------------------------------------- --------------
<S> <C>
ASSETS
Current Assets:
Cash $ -
TOTAL CURRENT ASSETS
-
------------------------------------------------------------------------------- --------------
$ -
------------------------------------------------------------------------------- --------------
LIABILITIES
Current Liabilities:
Accrued expenses $ -
TOTAL CURRENT LIABILITIES -
-
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
6,000,000 shares issued and outstanding 600
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 11,900
Deficit accumulated during the developmental stage
(12,500)
TOTAL STOCKHOLDERS' EQUITY -
------------------------------------------------------------------------------- --------------
$ -
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</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
LAUTREC, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENTAL STAGE
For the six months ended June 30, 2000
------------------------------------------------------------------------------ ----------------
<S> <C>
Revenues $ -
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Operating expenses:
Professional fees 9,819
Taxes and licenses 150
--- -------------------------------------------------------------------------- ----------------
Bank charges 31
--- -------------------------------------------------------------------------- ----------------
Total operating expenses 10,000
--- -------------------------------------------------------------------------- ----------------
Loss before income taxes
(10,000)
Income taxes -
--- -------------------------------------------------------------------------- ----------------
Net loss
(10,000)
Deficit accumulated during the
development stage - October 1, 1999 $ (2,500)
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Deficit accumulated during the
development stage - June 30, 2000 $ (12,500)
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Net loss per share (0.001)
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</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
LAUTREC, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--- ------------------------------- ------------------------------- ------------------------ -----------------------------
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
--- ------------------------------- ------------------- ----------- ----------- ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
September 18, 1995 - Services 5,500,000 $ - $ 550 $ 1,950 $ - $ 2,500
(Date of Inception)
December 10, 1999 -
Stock Split 10,000 to 1
Issuance of Common Stock:
January 25, 2000 500,000 - 50 9,950 - 10,000
Deficit accumulated during
the development stage - - - - (12,500) (12,500)
--- ------------------------------- ------------------- ----------- ----------- ------------- ------------ -----------------
Balance - June 30, 2000 6,000,000 $ - $ 600 $ 11,900 $ (12,500) $ -
--- ------------------------------- ------------------- ----------- ----------- ------------- ------------ -----------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
LAUTREC, INC.
(A Development Stage Company)
Statement of Cash Flows
For the nine months ended June 30, 2000
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<S> <C>
Operating Activities:
Net loss $ (10,000)
Net cash provided by operating activities (10,000)
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Financing activities:
Issuance of Common Stock 10,000
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Net cash provided by financing activities 10,000
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Net increase in cash -
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Cash- June 30, 2000 $ -
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</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-5
<PAGE>
LAUTREC, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Lautrec, Inc. (a development stage company) is a Florida Corporation organized
to export and sell products in France. The Company failed in its attempt to
successfully develop its initial business plan and during August 1996 abandoned
its efforts. The Company had no operations for the period prior to August 1996.
The Company was inactive and there were no transactions from August 1996 to the
date of reinstatement by the State of Florida on October 1, 1999 that affect the
balances reflected in the financial statements as of October 1, 1999.
The Company has a new business plan, which was adopted on or about December 10,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
On June 30, 2000 Lautrec, Inc. and Retrieval Dynamics Corporation (a Florida
corporation) and the individual holders of all of the outstanding capital stock
of Retrieval Dynamics Corporation consummated a reverse acquisition pursuant to
a Certain Share Exchange Agreement. Pursuant to the Agreement, the holders
tendered to Lautrec, Inc. all issued and outstanding shares of common stock of
Retrieval Dynamics Corporation in exchange for 4,000,000 shares of common stock
of Lautrec, Inc. The reorganization is being accounted for as a reverse
acquisition. Simultaneously with the reorganization, the then officer and
director of Lautrec, Inc. tendered his resignation and new officers and
directors were appointed in accordance with the Agreement.
The Company also changed its name from Lautrec, Inc. to RDC International, Inc.
Prior to the reorganization the Company effected a forward stock split of its
common stock at the rate of five to one, for holders of record on June 15, 2000
with distribution effective June 25, 2000. The effect of this reorganization has
not been reflected in the accompanying financial statements. Amended financial
statements will be issued within sixty days reflecting the reverse acquisition
and reorganization.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
F-6
<PAGE>
LAUTREC, INC.
NOTES TO FINANCIAL STATEMENTS
Use of Estimates
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.
Interim Financial Statements
----------------------------
The June 30, 2000 Interim Financial Statements include all adjustments, which in
the opinion of management are necessary in order to, make the financial
statements not misleading.
Note B - Stockholders' Equity:
(See Note A above regarding the reverse acquisition and reorganization.)
On September 18, 1995, the Company issued 550 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial
stockholders. On December 10, 1999, the company effected a forward stock split
at the rate of 10,000 to 1, increasing issued and outstanding stock to
5,500,000. On January 25, 2000 the company issued a total 500,000 additional
shares of common stock for the sum of $10,000.
The $9,819 in professional fees includes the costs and expenses of legal and
accounting service associated with the preparation and filing of the
registration statement.
At June 30, 2000, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 6,000,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of June 30, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $10,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative as of June 30, 2000 is
$1,500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$1,500, as the Company has no history of profitable operations.
F-7
<PAGE>
LAUTREC, INC.
NOTES TO FINANCIAL STATEMENTS
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through June 30,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern. Management plans currently provide for
experts to secure a successful acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
F-8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Lautrec, Inc. (a development stage company) is a Florida Corporation
organized to export and sell products in France. The Company failed in its
attempt to successfully develop its initial business plan and during August 1996
abandoned its efforts. The Company had no operations for the period prior to
August 1996. The Company was inactive and there were no transactions from August
1996 to the date of reinstatement by the State of Florida on October 1, 1999
that affect the balances reflected in the financial statements as of October 1,
1999.
The Company adopted a new business plan on or about December 10, 1999, to
engage in seeking potential operating businesses and business opportunities with
the intent to acquire or merge with such businesses. The assets of the Company
will be used for its expenses of operation to implement this plan.
On June 30, 2000 Lautrec, Inc. and Retrieval Dynamics Corporation (a
Florida corporation) and the individual holders of all of the outstanding
capital stock of Retrieval Dynamics Corporation consummated a reverse
acquisition pursuant to a Certain Share Exchange Agreement. Pursuant to the
Agreement, the holders tendered to Lautrec, Inc. all issued and outstanding
shares of common stock of Retrieval Dynamics Corporation in exchange for
4,000,000 shares of common stock of Lautrec, Inc. See: Part II. Item.6. Exhibits
and Reports on Form 8-K. The reorganization is being accounted for as a reverse
acquisition. Simultaneously with the reorganization, the then officer and
director of Lautrec, Inc. tendered his resignation and new officers and
directors were appointed in accordance with the Agreement. See: Part II. Item 5.
Other Information.
The Company also changed its name from Lautrec, Inc. to RDC International,
Inc. Prior to the reorganization the Company effected a forward stock split of
its common stock at the rate of five to one, for holders of record on June 15,
2000 with distribution effective June 25, 2000. The effect of this
reorganization has not been reflected in the accompanying financial statements.
Amended financial statements will be issued within sixty days reflecting the
reverse acquisition and reorganization.
Plan of Operations
Subsequent to the reorganization by the Company the newly elected Board of
Directors and officers put into place a new Company Mission. The Company's new
mission is to become a niche provider of industry-specific wireless software and
service solutions for mobile professionals.
Financial Condition, Capital Resources and Liquidity
At June 30, 2000, the Company had no assets and an accumulated operating
deficit of $12,500. The Company's accumulated deficit is attributable primarily
to accounting and professional fees. Since the Company's inception, it has
received $12,500 in cash as consideration for the issuance of shares of Common
Stock.
Liquidity/Working Capital
RDC's working capital is presently minimal. The Company is expected to
continue to have minimal working capital.
<PAGE>
Net Operating Losses
The Company has net operating loss carry-forwards of $10,000 expiring in
2020. The company has a $1,500 deferred tax asset resulting from the loss
carry-forwards, for which it has established a 100% valuation allowance. The
Company may not be able to utilize such carry- forwards as the Company has no
history of profitable operations.
Year 2000 Compliance
The Company has not experienced a material impact to its operations or
financial condition as a result of Year 2000 compliance. The Company does not
expect to experience any future cost to be Year 2000 compliant. The Company does
not anticipate any material disruption in its operations as a result of any
failure by the Company to be in compliance.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
business strategy, expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual results or
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
Part II.
Item 1. Legal Proceedings
NONE
Item. 2. Changes in Securities and Use of Proceeds
On June 30, 2000 Lautrec, Inc. and Retrieval Dynamics Corporation (a
Florida corporation) and the individual holders of all of the outstanding
capital stock of Retrieval Dynamics Corporation consummated a reverse
acquisition pursuant to a Certain Share Exchange Agreement. Pursuant to the
Agreement, the holders tendered to Lautrec, Inc. all issued and outstanding
shares of common stock of Retrieval Dynamics Corporation in exchange for
4,000,000 shares of common stock of Lautrec, Inc.
Prior to the reorganization the Company effected a forward stock split of
its common stock at the rate of five to one, for holders of record on June 15,
2000 with distribution effective June 25, 2000. The effect of this
reorganization has not been reflected in the accompanying financial statements.
Amended financial statements will be issued within sixty days reflecting the
reverse acquisition and reorganization.
<PAGE>
Item 3. Defaults upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
On June 30, 2000 a majority of the shareholders of Lautrec, Inc.
approved the acquisition of Retrieval Dynamics Corporation (a Florida
corporation). Simultaneously with the Company's approval of the acquisition the
individual holders of all of the outstanding capital stock of Retrieval Dynamics
Corporation consummated the reverse acquisition pursuant to the Agreement.
Item 5. Other Information
Simultaneously with the closing of the Reorganization, the then
officers and directors of the Company tendered their resignations in accordance
with the terms of the Agreement. Peter Voghel, John Harkola, Robert Bengtson,
Anthony A. Cella, CPA, Don Mintmire, Brad Vossler and Alan Rieter were elected
to serve on the Board of Directors of the Company (the "Board"). The Board
subsequently appointed Peter Voghel as President and Chief Executive Officer,
John Harkola as Vice President/Corporate Marketing, Anthony A. Cella, CPA as
Chief Financial Officer and Clifford Tager, Esq. as Corporate Secretary of the
Company.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B,
as described in the following index of exhibits, are incorporated herein by
reference, as follows:
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
----------- ----------------
3(i).1 Articles of Incorporation filed September 18, 1995(1)
3(i).2 Articles of Amendment filed December 6, 1999(1)
3(i).3 * Articles of Amendment to the Articles of Incorporation of Lautrec,
Inc. changing its name to RDC International, Inc. filed July 11,
3(ii).1 By-laws(1)
27 * Financial Data Schedule
----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
* Filed herewith
(b) The Company filed a Form 8-K with the Securities and Exchange Commission
(the "SEC") on July 10, 2000.
Item 2. Description of Exhibits
See Item 1 above.
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
RDC Internaitonal, Inc.
(Registrant)
Date: August 21, 2000 BY: /s/ Peter Voghel
---------------------------------
Peter Voghel, President & CEO
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
August 21, 2000 BY: /s/ Peter Voghel
--------------------------
Peter Voghel President, CEO &
Director
August 21, 2000 BY: /s/ Anthony A. Cella
--------------------------
Anthony A. Cella, CPA Chief Financial Officer,
Treasurer, & Director
