<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 March 31, 1998 Commission file number 2-29987
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UPWARD TECHNOLOGY CORPORATION
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 No X
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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
--------------------------------
OUTSTANDING at March 31, 1998 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
MARCH 31, 1998
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INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Part I - Financial Information:
Condensed balance sheet as of
March 31,1998 and March 31,1997 2
Condensed statement of operations
for the three-month periods ended
March 31, 1998 and 1997 3
Condensed statement of cash flows
for the three-month periods ended
March 31, 1998 and 1997 4
Notes to condensed financial statements 5
Management's discussion and analysis of the
financial condition and results of operations 6
Part II - Other Information
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports of Form 8-K 7
Signature 8
</TABLE>
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UPWARD TECHNOLOGY CORPORATION
CONDENSED BALANCE SHEET
(unaudited)
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<TABLE>
<CAPTION>
MARCH 31,
1998 1997
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ASSETS
<S> <C> <C>
Cash and cash equivalents $ 200,909 $ 205,775
Prepaid expenses 422 422
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$ 201,331 $ 206,197
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accrued expenses $ 3,977 $ 5,821
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Stockholders' equity:
Common stock, $.02 par value; 24,000,000 shares
authorized, 8,100,000 shares issued
and outstanding 162,000 162,000
Additional paid-in capital 1,983,208 1,983,208
Accumulated deficit (1,947,854) (1,944,832)
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Net stockholders' equity 197,354 200,376
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$ 201,331 $ 206,197
============ ===========
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
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THREE MONTHS ENDED
MARCH 31,
1998 1997
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Revenue, interest income $1,934 $1,881
General and administrative expenses 551 649
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Net income $ 1,383 $ 1,232
========= =========
Net income per share, basic and diluted $ - $ -
========= =========
Weighted average number of outstanding
shares for basic and diluted 8,100,000 8,100,000
========= =========
See accompanying notes to condensed financial statements.
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<PAGE>
UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
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<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
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<S> <C> <C>
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
Net income $ 1,383 $ 1,232
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
(Decrease) in accrued expenses (753) (1,724)
--------- ---------
Net cash provided by
(used in) operating activities 630 (492)
Cash and cash equivalents at beginning of period 200,279 206,267
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Cash and cash equivalents at end of period $200,909 $205,775
======= =======
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
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 March 31, 1998 and the results of
operations for the three-month periods ended March 31, 1998 and 1997
and cash flows for the three-month periods ended March 31, 1998 and
1997. The results of operations for the three-month periods ended March
31, 1998 are not necessarily indicative of the results to be expected
for the full year.
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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
three months ended March 31, 1998 and 1997, 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 three months ended March 31, 1998, the Company earned interest of
$1,934 as compared to $1,881 of interest earned in the three months ended March
31, 1997, an increase of $53. During the three months ended March 31, 1998, the
Company incurred general and administrative expenses of $551, a decrease of $98
as compared with the three months ended March 31, 1997 expenses of $649.
Liquidity and Capital Resources
During the three months ended March 31, 1998, 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 March 31, 1998, the Company had
working capital of $197,354. 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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<PAGE>
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
---------------------------------
Albert M. Zlotnick, President and
Chief Executive Officer
Date: May 1, 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 THREE
MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 200,909
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 201,331
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 201,331
<CURRENT-LIABILITIES> 3,977
<BONDS> 0
0
0
<COMMON> 162,000
<OTHER-SE> 35,354
<TOTAL-LIABILITY-AND-EQUITY> 201,331
<SALES> 0
<TOTAL-REVENUES> 1,934
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 551
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,383
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,383
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,383
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
