<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999 Commission file number 2-29987
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UPWARD TECHNOLOGY CORPORATION
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NEW YORK 11-1714403
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 CITY AVENUE BALA CYNWYD, PA 19004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-667-8225
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Former name, former address and former fiscal year, if changed since last
report.
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the close of the period covered by this report.
Class: COMMON, PAR VALUE $.02 PER SHARE
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OUTSTANDING at June 30, 1999 8,100,000
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UPWARD TECHNOLOGY CORPORATION
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 1999
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INDEX
Part I - Financial Information (unaudited):
Condensed balance sheet as of
June 30,1999 and December 31,1998 2
Condensed statement of operations
for the three-month and six-month periods ended
June 30, 1999 and 1998 3
Condensed statement of cash flows
for the six-month periods ended
June 30, 1999 and 1998 4
Notes to condensed financial statements 5
Report of independent accountants 6
Management's discussion and analysis of the
financial condition and results of operations 7
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 8
Item 5. Other Information 8
Item 6. Exhibits and Reports of Form 8-K 8
Signature 9
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UPWARD TECHNOLOGY CORPORATION
CONDENSED BALANCE SHEET
(unaudited)
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<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 204,386 $ 203,167
Prepaid expenses 422 422
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$ 204,808 $ 203,589
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accrued expenses $ 4,128 $ 1,840
Due to stockholder 5,000 5,000
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9,128 6,840
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Shareholders' equity:
Common stock, $.02 par value; 24,000,000 shares
authorized, 8,100,000 shares issued
and outstanding 162,000 162,000
Additional paid-in capital 1,983,208 1,983,208
Accumulated deficit (1,949,528) (1,948,459)
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Net shareholders' equity 195,680 196,749
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$ 204,808 $ 203,589
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</TABLE>
See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
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<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
------ ------ -------- --------
<S> <C> <C> <C> <C>
Revenue, interest income $2,023 $2,307 $3,703 $4,241
General and administrative expenses 1,200 695 4,772 1,396
------ ------ ------ ------
Net income (loss) $ 823 $1,612 ($1,069) $2,845
====== ====== ====== ======
Net income (loss) per share,
basic and diluted $ - $ - $ - $ -
====== ====== ====== ======
Weighted average number of
outstanding shares for basic
and diluted 8,100,000 8,100,000 8,100,000 8,100,000
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
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<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
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<S> <C> <C>
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
Net income (loss) ($ 1,069) $ 2,845
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Increase (Decrease) in accrued expenses 2,288 (3,603)
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Net cash provided by (used in) operating activities 1,219 (758)
Cash and cash equivalents at beginning of period 203,167 200,279
-------- --------
Cash and cash equivalents at end of period $204,386 $199,521
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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1. In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary to present
fairly the financial position as of June 30, 1999 and the results of
operations for the three-month and six-month periods ended June 30,
1999 and 1998 and cash flows for the six-month periods ended June 30,
1999 and 1998. The results of operations for the six-month periods
ended June 30, 1999 are not necessarily indicative of the results to be
expected for the full year.
2. Margolis & Company P.C., the Company's auditors, has performed a
limited review of the financial information included herein. Their
report on such review accompanies this filing.
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Upward Technology, Inc.
Bala Cynwyd, PA
We have reviewed the accompanying condensed balance sheet of Upward Technology,
Inc. as of June 30, 1999 and the related condensed statements of operations for
the three-month and six-month periods ended June 30, 1999 and 1998 and cash
flows for the six-month periods ended June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
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 on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1998 and the related statements
of operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated January 6, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of
December 31, 1998 is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived.
Certified Public Accountants
Bala Cynwyd, Pennsylvania
May 8, 2000
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<PAGE>
UPWARD TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
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General
In May, 1989, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for the
six months ended June 30, 1999 and 1998, the Company had no revenues from
operations. Given the virtual suspension of the Company's operations, except for
necessary administrative matters, the Company's officers have waived further
compensation.
Results of Operations
During the six months ended June 30, 1999, the Company earned interest of $3,703
as compared to $4,241 of interest earned in the six months ended June 30, 1998,
a decrease of $538. During the six months ended June 30, 1999, the Company
incurred general and administrative expenses of $4,772, an increase of $3,376 as
compared with the six months ended June 30, 1998 expenses of $1,396.
Liquidity and Capital Resources
During the six months ended June 30, 1999, the Company satisfied its working
capital needs from cash on hand at the beginning of the year and cash generated
from interest income during the period. As of June 30, 1999, the Company had
working capital of $195,680. This working capital is expected to provide the
Company with sufficient capital while it seeks a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.
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UPWARD TECHNOLOGY CORPORATION
Part II - Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
None
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<PAGE>
UPWARD TECHNOLOGY CORPORATION
SIGNATURE
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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.
UPWARD TECHNOLOGY
CORPORATION
/s/ Albert M. Zlotnick
---------------------------------
Albert M. Zlotnick, President and
Chief Executive Officer
Date: May 8, 2000
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF UPWARD TECHNOLOGY CORPORATION AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 204,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 204,808
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 204,808
<CURRENT-LIABILITIES> 9,128
<BONDS> 0
0
0
<COMMON> 162,000
<OTHER-SE> 33,680
<TOTAL-LIABILITY-AND-EQUITY> 204,808
<SALES> 0
<TOTAL-REVENUES> 3,703
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,772
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,069)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,069)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,069)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
