SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
- ----------------- ----------------------
September 30, 1999 0-12139
DYNAMIC I-T, INC.
---------------------
(Exact name of registrant as specified in its charter)
COLORADO GOLD & SILVER, INC.
---------------------------------
(Former Name)
Colorado 82-0379959
-------------- ----------
(State of incorporation) (I.R.S. Employer
Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,000,000 common shares as of September 30, 1999
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<TABLE>
<CAPTION>
DYNAMIC I-T, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED BALANCE SHEET
Sept. 30, Mar. 31,
ASSETS 1999 1999
<S> <C> <C>
Current Assets
Cash $ 488 $ -
Accounts Receivable
Inventories
Related Party Receivable
--------------- -------------
Total Current Assets 488 -
Property, Plant & Equipment
Property, Plant & Equipment
Less Accumulated Depreciation
--------------- -------------
Net Property, Plant & Equipment - -
Other Assets
Deposits
Investment in Joint Venture
Organization costs
Accum Amort Organization costs
--------------- -------------
Total Other Assets - -
=============== =============
TOTAL ASSETS $ 488 $ -
=============== =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 322,058 $ 360,058
Other Payables 390,000 390,000
Short Term Debt 150,000 100,000
--------------- -------------
Total Current Liabilities 912,058 850,058
Long Term Liabilities
Long Term Debt -
Accd Interest Payable -
Accd salary payable
Related Party Note 25,000 -
--------------- -------------
25,000 850,050
Stockholder's Equity
Common stock, no par value
100,000,000 shares authorized,
1,000,000 issued at
September 30, 1999.
Paid in Capital 2,714,603 2,714,603
Retained Earnings (Deficit)
Total Stockholder's Equity (3,701,719) (3,564,661)
--------------- -------------
(937,116) (850,058)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
=============== =============
$ (937,604) $ 850,050
=============== =============
</TABLE>
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<TABLE>
<CAPTION>
DYNAMIC I-T, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1999 1998
<S> <C> <C>
REVENUES
Operating Revenues
--------------- ---------------
TOTAL REVENUES - -
COST OF GOODS SOLD
Cost of Sales
--------------- ---------------
TOTAL COST OF GOODS SOLD - -
OPERATING COSTS
Advertising & Marketing
Amortization & Depreciation
Legal & Professional 12,000
Research & Development
General & Administrative -
--------------- ---------------
TOTAL OPERATING COSTS 12,000 -
OTHER INCOME (EXPENSE)
Interest Income
Other Income
Loss on China Investment
Interest Expense
--------------- ---------------
TOTAL OTHER INCOME (EXPENSE) - -
NET INCOME (LOSS) $ (12,000) $ -
=============== ===============
Net Loss per Share ($0.01) -
Weighted Average Common Shares 1,000,000* 64,217,400
* Adjusted for reverse split one for 100 on August 20, 1999.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DYNAMIC I-T, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (36,512)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation
Loss on China Investment
(Increase) Decrease in current assets
Increase (Decrease) in current liabilities
(Increase) Decrease in other assets
------------- --------------
NET CASH PROVIDED (USED) BY (36,512) -
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of property and equipment
Capital received -
------------- --------------
NET CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Proceeds 50,000 -
-------------
NET CASH FROM FINANCING ACTIVITIES 50,000
Decrease in notes payable (25,000)
Increase in notes payable 100,000
NET INCREASE (DECREASE) IN CASH 488 -
CASH AT BEGINNING OF PERIOD - -
CASH AT END OF PERIOD $ 488 $ -
============= ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DYNAMIC I-T, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
1999 1998
<S> <C> <C>
REVENUES
Operating Revenues
----------------- ----------------
TOTAL REVENUES - -
COST OF GOODS SOLD
Cost of Sales
----------------- ----------------
TOTAL COST OF GOODS SOLD - -
OPERATING COSTS
Advertising & Marketing
Amortization & Depreciation
Legal & Professional 36,500
Research & Development
General & Administrative 12
----------------- ----------------
TOTAL OPERATING COSTS 36,512 -
OTHER INCOME (EXPENSE)
Interest Income
Other Income
Loss on China Investment
Interest Expense 50,000
----------------- ----------------
TOTAL OTHER INCOME (EXPENSE) 50,000 -
NET INCOME (LOSS) $ (86,512) $ -
================= ================
Net Loss per Share (0.08) -
Weighted Average Common Shares 1,000,000 64,217,400
* Adjusted for reverse split one for 100 on August 20, 1999.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DYNAMIC I-T, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period from April 1, 1999 to September 30, 1999
Common Stock $ Accumulated Total
No./shares Amount Deficit
--------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Balance at June 30, 1999 100,000,000 2,714,603 (3,564,661) (850,058)
Net loss for the period
ended September 30, 1999 - - - -
--------------- -------------- -------------- -------------
Balance at September 30,
1999 1,000,000* 2,714,603 (3,701,719) (937,116)
=============== ============== ============== =============
* Adjusted for reverse split one for 100 on August 20, 1999.
</TABLE>
<PAGE>
DYNAMIC I-T, INC.
(A Development Stage Company)
Notes to Financial Statements
Note I - Organization and Summary of Significant Accounting Policies:
The Company was incorporated under the laws of the State of Colorado as Colorado
Gold & Silver, Inc. on March 3, 1980. The Company was organized for the
principal purpose of engaging in the business of acquiring, exploring, and if
warranted, developing mineral prospects. Activities through March 31, 1992,
during which time the Company was in the exploration stage (a development stage
company as defined by Statement of Financial Accounting Standards No. 7),
consisted principally of organizational activities, including the sale of shares
of its common stock, and the acquisition, evaluation, exploration and
development of certain mineral properties for future production. Mining was
abandoned in 1990. In August 1999, the Company changed its name to Dynamic I-T,
Inc. and enacted a one for 100 reverse split of the issued and outstanding
shares. 1,000,000 shares are now issued and outstanding.
Cash and Cash Equivalents:
For purposes of the Statement of Cash Flows, the Company considers demand
deposits and all highly liquid-debt investments purchased with a maturity of
three months or less to be cash equivalents.
Net (Loss) Per Share:
The net (loss) per common share has been computed on the basis of the weighted
average number of shares of common stock outstanding during the period
(1,000,000), adjusted for one for 100 reverse split.
Note 2 - Going-Concern consideration:
As shown in the financial statements, the Company incurred a net loss of $86,512
during the period and as of September 30, 1999 the Company's current liabilities
exceeded its current assets by $936,570. Recent Capital requirements of the
Company have been provided a loan. These factors indicate that the Company may
be unable to continue in existence without future working capital and future
profitable operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
Accrued officer salary in the amounts of $390,000 represents salary due Mr. M.
Coke Reeves for services performed through March 31, 1999. An agreement was
reached on April 20, 1999 between Coke Reeves and the Board of Directors to
forgive the $390,000 accrued
<PAGE>
DYNAMIC I-T, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 2 - Going-Concern consideration: (Continued)
salary after the common share price of the Company on the OTC Bulletin Board had
averaged $3.00 per share for thirty (30) consecutive trading days. In the event
that such average price does not occur within two years of the date of the
Agreement, the Company with issue S-8 registered shares at the then market
price, in full satisfaction of the obligation. In addition, Coke Reeves shall
hold a pledge of 20,000,000 shares (pre-split) of Dynamic I-T as collateral for
the payment of the accrued and unpaid salary.
Shareholder advances totaling $888,919 at March 31, 1998 and 1997, respectively,
represent advances made to the Company by Mr. M. Coke Reeves, President of the
Company. Interest accrual of $672,003 related to the shareholder advances was
charged to operations. On March 31, 1999, the Board of Directors authorized the
settlement of this debt and interest to Coke Reeves for $100,000: $25,000 to be
paid to Coke Reeves from a new loan to the Company and a note for $75,000
payable over twelve months in quarterly installments of $25,000.
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1999 COMPARED TO SAME
QUARTER IN 1998.
The Company had expenses for the three month period of $12,000 in 1999 and $0 in
1998. The Company had no revenues for the period in 1999 or 1998. The Company
recorded a loss for the period in 1999 of $12,000 for legal and professional
costs compared to $0 income/loss in the same period 1998. Loss per share was
($.012) in 1999. The Company can expect losses until business and income can be
achieved. While the Company is seeking capital sources for investment, there is
no assurance that sources can be found.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 1999 AS
COMPARED TO THE SAME PERIOD IN 1998
The Company had no revenues in the period in 1999 or in 1998. The Company
incurred expenses and interest in the period in 1999 of $86,512 compared to no
expenses in the same period in 1998. The Company had a net operating loss for
the period in 1999 of ($86,512) as compared to no loss for the period in 1998.
Loss per share was ($.08) in 1999. The Company expects to continue to incur
losses until business and revenues can be acquired.
LIQUIDITY AND CAPITAL RESOURCES
The Company had minimal cash capital at the end of the period. The Company will
be forced to either borrow or make private placements of stock in order to fund
operations. No assurance exists as to the ability to achieve loans or make
private placements of stock. The liabilities exceed assets by $936,570.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
The Company is in default on a note to First Trust Corp., trustee on
which $100,000 is owned. The note was extended in September upon agreement to
issue 50,000 shares of common stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An Annual Meeting of Shareholders was held August 3, 1999, and
the shareholders authorized the following actions:
<PAGE>
1. To authorize the reverse split (pro-rata reduction of
outstanding shares) of the issued and outstanding common
shares of the Company, at the ratio of one new share of
common stock for 100 each shares of common stock now
issued and outstanding and to amend the Articles of
Incorporation to reflect the reverse split. No shareholder
will be reduced to below ten shares of common stock. The
reverse split will be effective August 23, 1999.
2. To authorize the Directors to amend the Articles of
Incorporation to change the name of the Company to a name to
be determined in the discretion of the Board of Directors.
3. To authorize the Directors to amend the Articles of
Incorporation to amend the stated purpose of the corporation
to: The corporation shall be authorized to engage in any
lawful business in the State of Colorado and in the United
States of America.
4. To authorize the Directors to amend the Articles of
Incorporation regarding number of directors to: The number of
directors of the corporation shall be not less than three nor
more than nine, and the number shall be determined by the
Board of Directors from time to time by amendment to the
Bylaws of the corporation.
5. To elect four directors of the Company to hold office until
the next annual meeting of stockholders and until the election
and qualification of their respective successors.
The shareholders elected the following persons to the Board of
Directors:
Name Age
--------------------- ----------------
M. Coke Reeves 80
M. Rose Reeves 62
Reginald Troy 45
Green
Robert E. Clautice 69
The directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold
<PAGE>
office until their successors are chosen and qualified or until their death,
resignation, or removal. The Company presently has no executive committee or
audit committee.
The principle occupations of each director of the Company for at least
the past five years are as follows:
M. Coke Reeves has been employed with the Company as its President and
a director since inception in March 1980. Prior to that time, Mr. Reeves had
been in the mining and home-building business as Reeves of Texas, Inc. from 1973
to 1980. He has mined tungsten in Nevada as Reeves Mining, Inc. He was involved
in the operation of the Gold Bond Mine in Cripple Creek, Colorado through Reeves
Minerals, Inc. from 1973 to 1980. He was president and a director and the sole
shareholder of the foregoing companies, all of which were sold or discontinued
by Mr. Reeves in 1980. He was the president and founder of Bentex Pharmaceutical
Company from 1950 to 1971, which was subsequently sold to ICN Pharmaceuticals,
Inc. He resigned as vice-president of ICN Pharmaceuticals in 1973. prior
thereto, he was involved in various businesses associated with coal mining and
marketing. Mr. Reeves received a B.A. degree from Westminster College, Fulton,
Missouri in 1933.
M. Rose Reeves has been Secretary and a director of the Company since
1984. Mrs. Reeves served as Secretary of Reeves of Texas, Inc., a company
involved in the mining and home-building business from 1973 to 1980. From 1960
to 1970, she was employed by Bentex Pharmaceutical Company as a buyer and in
charge of its direct mail department.
Reginald T. Green has been co-owner and operator of Green's B&R
Enterprises, a wholesale donut baker, since 1983. He has been an active investor
in small capital and high tech ventures since 1987. He is a director of Kimbell
deCar Corporation since November 1998 and is a Director of Dynadapt System, Inc.
He was appointed as a Director of Colorado Gold & Silver, Inc. in April 1999.
Robert E. Clautice, has been an independent consultant from 1992 to present
in computer related matters. Mr. Clautice has a B.S. in Physics (1961) from the
University of Maryland and has studied for and completed the requirements of a
Master of Science from the University of Colorado and anticipates graduation in
the next quarter. Mr. Clautice has substantial programming and data recording
experience. Mr. Clautice has been an adjunct professor at Red Rocks Community
College and Arapahoe Community College from 1994 to present, teaching Computer
Science and Programming classes.
Spencer H. Young (J.D. Fordham University): practiced law with Lord, Day &
Lord Thacher Proffitt, Prizer Crawley & Wood. Thereafter he joined the legal
department of A.S.C.A.P. and later became a Vice President of Motion Business
Affairs at Ashley Famous Agency (the forerunner of International Creative
Management) specializing inn literary, television, motion picture, music, and
publishing business affairs and legal matters on behalf of the
<PAGE>
agency and its clients. When General Electric entered into motion picture and
television production, through its subsidiary Tomorrow Entertainment, he was
recruited to be its Vice President of Business Affairs.
Thereafter he was Vice President of Business Affairs for Lorimar. While
at Lorimar he was one of the first American executives to establish
co-production agreements for an independent American company. During his tenure
at Lorimar these arrangements (with German, Italian and British partners)
resulted in the financing of five feature films. The co-production formula he
devised became the basis for the financing of dozens of the Lorimar films which
followed. In 1981 he was appointed Managing Director of Clydebank Film Studios,
Plc and relocated to Britain. In 1992 he returned to the United States to head
the newly formed Falcon Film Finance, Ltd. He has been a business affairs
consultant to numerous companies including R.K.O. and Taft Broadcasting and has
produced three motion pictures and a mini-series. In 1995 he became associated
with the Law Offices of Debra M. Stasson from which he resigned in March 1999 to
devote his time to internet related business.
There is no family relationship between or among any of the officers and
directors, except that M. Rose Reeves is the wife of M. Coke Reeves.
The company entered into an agreement to acquire Satellite News
Services LTD an English corporation (STNS) through a wholly owned subsidiary SAT
News Acquisition Corp. subject to receipt of audited financials and other
materials. Subsequently, the Company determined that the audit was not available
in a timely manner, and that certain accounts payable and receivable were not
accurately reflected on the books of the Company. Accordingly, the Agreement to
acquire STNS was rescinded. Consideration was an issuance of an $800,000
debenture convertible to stock @ $2.00 per share to Complex Holdings LTD. STNS
had offices in London, England.
ITEM 5. OTHER INFORMATION
The Company was also in default on a note to its President, Coke
Reeves, on which $50,000 is owed currently.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) A report on Form 8-K was made on August 27, 1999 during the period
for which this report is filed.
B) A report on Form 8-K was made on October 22, 1999 after the
period for which this report is filed.
<PAGE>
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.
Date: January 26, 2000
DYNAMIC I-T, INC.
/s/ M. Coke Reeves
-----------------------------------
President
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<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-1-1999
<PERIOD-END> SEP-30-1999
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<CASH> 488
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0
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