U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 2-93231-NY
FASHION TECH INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0395695
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1340 East 130 North, Springville, Utah 84663
(Address of principal executive offices)
(801) 364-9262
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
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 has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a 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:
3,591,143 shares of common stock.
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FORM 10-QSB
FASHION TECH INTERNATIONAL, INC.
INDEX
Page
PART I. Financial Information 2
Financial Statements 3
Balance Sheets - June 30, 2000 and
March 31, 2000 3
Statements of Operations - Three Months
Ended June 30, 2000 and 1999, and
Beginning of Development Stage to June
30, 2000 4
Statements of Cash Flows - Three Months
Ended June 30, 2000 and, 1999, and
Beginning of Development Stage to June
30, 1999 5
Notes to Consolidated Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. Other Information 8
Signatures 8
PART I.
Financial Information
2
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FASHION TECH INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, March 31,
2000 2000
(Unaudited)
CURRENT ASSETS
Cash $ 3,212 $ 4,218
Total Current Assets 3,212 4,218
TOTAL ASSETS $ 3,212 $ 4,218
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,341 $ 163
Total Current Liabilities 2,341 163
STOCKHOLDERS' EQUITY
Preferred stock authorized; 5,000,000 preferred
shares at $0.001 par value; -0- shares issued
and outstanding - -
Common stock authorized: 120,000,000 common
shares at $0.001 par value; 3,591,143
shares issued and outstanding 3,591 3,591
Capital in excess of par value 550,448 550,448
Accumulated deficit prior to
April 1, 1985 (413,549) (413,549)
Deficit accumulated during the
development stage (139,619) (136,435)
Total Stockholders' Equity 871 4,055
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 3,212 $ 4,218
3
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FASHION TECH INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From the
Beginning of
Development
Stage on
For the April 1,
Three Months Ended 1985 Through
June 30, June 30,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES
General and administrative 3,184 7,735 141,129
Total Expenses 3,184 7,735 141,129
OTHER (EXPENSE) INCOME
Interest expense - (323) (434)
Gain on disposal of assets - - 1,944
Total Other (Expense) Income - (323) 1,510
NET LOSS $ (3,184) $ (8,058) $ (139,619)
BASIC LOSS PER SHARE $ (0.00) $ (0.01)
WEIGHTED AVERAGE NUMBER OF
SHARES 3,591,143 2,668,066
4
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FASHION TECH INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From the
Beginning of
Development
Stage on
For the April 1,
Three Months Ended 1985 Through
June 30, June 30,
2000 1999 2000
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (3,184) $ (8,058) $ (139,619)
Adjustments to reconcile net loss to net
cash used by operating activities:
Issuance of stock for services - - 10,000
Changes in operating assets and
liability accounts:
Increase (decrease) in accounts
payable 2,178 (1,177) 397
Increase (decrease) in accrued
interest - 323 434
Net Cash (Used) by Operating
Activities (1,006) (8,912) (128,788)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase in loans payable - - 22,000
Issuance of stock for assets - - 40,000
Issuance of stock for cash - - 70,000
Net Cash Provided by Financing
Activities - - 132,000
NET INCREASE (DECREASE) IN CASH (1,006) (8,912) 3,212
CASH AT BEGINNING OF PERIOD 4,218 19,846 -
CASH AT END OF PERIOD $ 3,212 $ 10,934 $ 3,212
CASH PAYMENTS FOR:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for debt $ - $ - $22,434
5
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FASHION TECH INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and March 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fashion Tech International, Inc. (the "Company") was
organized as a Utah corporation on April 22, 1983 under
the name Portofino Investment, Inc. the name of the
Company was changed to Fashion Tech International, Inc.
on January 31, 1984. The Company was reclassified as a
development stage company as of March 31, 1985.
On April 28, 1999, the Company amended its Articles of
Incorporation changing the par value from $0.005 to
$0.001. The Company also authorized 5,000,000 shares of
preferred stock with a par value of $0.001. The Company
also changed its domicile from Utah to Nevada.
On April 28, 1999, the Company authorized a reverse stock
split on the basis of 100:1, decreasing the outstanding
shares of common stock from 59,114,300 to 591,143. They
also issued 3,000,000 shares of common stock for
conversion of debt. All references to common stock have
been retroactively restated.
b. Account Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has adopted a
March 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock
are based on the weighted average number of shares issued
and outstanding at the date of the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles 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 statement and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be
cash equivalents.
6
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FASHION TECH INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and March 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At March 31, 2000, the company had net operating loss
carryforwards of approximately $139,000 that may be
offset against future taxable income through 2020. No
tax benefit has been reported in the financial
statements, because the potential tax benefits of the net
operating loss carryforwards are offset by a valuation
allowance of the same amount.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include
all of the adjustments which, in the opinion of
management, are necessary for a fair presentation. Such
adjustments are of a normal recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. However, the Company does not have
significant cash or other material assets, nor does it
have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as
a going concern. It is the intent of the Company to seek
a merger with an existing, operating company. In the
interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Month Periods Ended June 30, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month periods ended June 30, 2000 and 1999.
General and administrative expenses for the three month periods
ended June 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $3,184 and $7,735 for
the three-month periods ended June 30, 2000 and 1999,
respectively.
Interest expense in the three-month periods ended June 30, 2000
and 1999, was $0 and $323, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $3,184 for the three months ended June 30, 2000, as
compared to a net loss of $8,085 for the same period in 1999.
Liquidity and Capital Resources
At June 30, 2000, the Company had working capital of
approximately $871, as compared to working capital of $4,055 at
March 31, 2000. This is decrease in working capital is
attributable to general and administrative expenses incurred
during the quarter without any increase in cash.
Management believes that the Company has sufficient cash to meet
the anticipated needs of the Company's operations through the end
of the current year. However, there can be no assurances to that
effect, as the Company has no revenues and the Company's need for
capital may change dramatically if it acquires an interest in a
business opportunity during that period.
The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future. Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
8
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PART II. OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Included only with the electronic filing of this
report is the Financial Data Schedule for the three-month period
ended June 30, 2000 (Exhibit Ref. No. 27).
REPORTS ON FORM 8-K: None
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FASHION TECH INTERNATIONAL, INC.
Date: August 4, 2000 By: /s/ Pam Jowett, President
9
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