<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996 Commission File No. 33-9782-LA
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HORTITECH, INC.
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(Exact name of registrant as specified in its charter)
UTAH 87-0444506
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
16935 W. Bernardo Dr., Suite 232, San Diego, CA 92127
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 618-1710
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 such filing
requirements for the past 90 days. [ ] Yes [X ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of September 30, 1996
- --------------------- ---------------------------------------
CLASS A COMMON STOCK 18,845,555
$0.001 PAR VALUE
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INDEX
HORTITECH, INC.
(A DEVELOPMENT STAGE COMPANY)
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 2
CONDENSED BALANCE SHEETS-SEPTEMBER 30,1996, AND DECEMBER 31, 1995 3
CONDENSED STATEMENT OF OPERATIONS-
SIX MONTHS ENDED SEPTEMBER 30, 1996 FROM INCEPTION 4
CONDENSED STATEMENT OF STOCKHOLDERS'EQUITY (DEFICIT) 5
CONDENSED STATEMENTS OF CASH FLOW
SIX MONTHS ENDED SEPTEMBER 30, 1996 6
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 7,8
BASIS OF PRESENTATION 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
PART II. OTHER INFORMATION 10
SIGNATURES 11
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PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
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The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore does not
include all information and footnotes necessary for a complete presentation
of the financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal
recurring nature.
The unaudited balance sheet of the Company as of September 30, 1996 and the
related audited balance sheet of the Company as of December 31, 1995, the
unaudited related statements of operations and cash flows for nine month
period ended September 30, 1996 and the year ended December 31, 1995, and the
unaudited statement of shareholders' equity for nine months ended September
30, 1996.
Operating results for the quarter ended September 30, 1996, are not
necessarily indicative of the results that can be expected for the year
ending December 31, 1996.
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HORTITECH, INC.
Balance Sheet
September 30, 1996
(Unaudited)
ASSETS
September 30, 1996 December 31, 1995
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Cash in Bank $ 86,841 $ 714
Accounts Receivable 3,500
Marketable Securities
Spa International 21,520
Market Value Adjustment $ 3,480
Organizational Expense $ 55,280
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Total Assets $167,121 $4,214
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LIABILITIES
Current Liabilities
Accounts Payable $ 0 $ 23
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Total Liabilities $ 0 $ 23
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SHAREHOLDERS' EQUITY
Common Stock @ $.001 par value
200,000,000 shares authorized
Issued *18,845,555 in 1996,
1,227,757 in 1995 18,845 1,228
Additional Paid-In Capital 382,362 228,517
Prior Retained Earnings (225,554)
Retained Earnings (Loss) (8,532) (225,554)
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Total Equity $ 167,121 $ 4,191
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TOTAL LIABILITIES & EQUITY $ 167,121 $ 4,214
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*Adjusted for 50:1 reverse split 7/7/96
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HORTITECH, INC.
Statement of Operations
(Unaudited)
9 months ended For Years Ended
Sept. 30, 1996 1995 1994
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Revenues $ 3,480 $ 0 $ 0
Expenses 12,012 6,019
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Net Profit (loss) 9/30/96 (8,532)
Deficit
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Total Retained Earnings 9/30/96 $ (8,532)
Net Loss 1995 (6,019)
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Net Loss from Discontinued
Operations 1994 (9,162)
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Accumulated Earnings (Loss) $(23,713)
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HORTITECH, INC.
Shareholders Equity
(Unaudited)
Common Stock Add'l Paid In Accum. Pr.
Shares Amount Capital (Deficit)
---------- ------ -------- ---------
Balance Dec. 31, 1995 1,227,757 $1,228 $228,517 $(225,554)
6/39/96 Earnings (Loss) -------- ----- ------- (4,127)
---------- ------ -------- ---------
Total as of June 30, 1996 1,227,757 1,228 228,517 (229,681)
New Issue July 7, 1996 18,000,000 18,000 0 -------
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Total as of 7/7/96 19,227,757 19,228 228,517 (22,681)
Reverse Split 50:1 as
of 7/7/96 384,555 385 18,843
Shares Issued to Officers
& Directors 7/7/96 @ par 2,461,000 2,461
Private Placement-Reg S
July 15, 1996 16,000,000 16,000 134,000
Net Earnings (Loss)
Sept. 30, 1996 --------- ----- ------- (8,052)
Balance 9/30/96 18,845,555 18,846 381,360 (234,086)
Per Share Equity 0.0088
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HORTITECH, INC.
(FORMERLY WESTERN ANTENNA CORPORATION)
(a development stage company)
Statement of Cash Flow
Ending Year Ended
9/30/96 12/31/95
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OPERATING ACTIVITIES:
Changes in Operating Assets & Liabilities
Net Loss $ (14,507) $ (5,786)
Stock issued for service 0
Increase(decrease) in accounts
payable, taxes payable and
notes payable (see Note 5) 321 0
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Net Cash used by Operating
activities (14,186) (5,786)
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INVESTING ACTIVITIES:
Loans Receivable 11,500 (3,500)
Marketable Securities 30,000
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Total Investment Activities 41,500 (3,500)
FINANCING ACTIVITIES:
Cash contributed to additional
paid in capital 134,000 9,900
Stock offering cost
Issuance of common stock 18,461 100
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Net Cash provided by
financing activities 152,461 10,000
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Increase in Cash (See Note 4) 86,127 714
Cash at beginning of period 714 0
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Cash at end of period $ 86,841 $ 4,214
Supplemental Cash Flow Information
Interest $ 0 $ 0
Taxes $ 0 $ 0
Non Cash Financing Activities:
Stock issued for services $ 0 $ 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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HORTITECH, INC.
(formerly Western Antenna Corporation)
(a development stage company)
(unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The financial statements presented are those of Hortitech, Inc. (formerly
Western Antenna Corporation), (a development stage company). The Company
was incorporated under the laws of the state of Utah on October 24, 1986.
The Company completed a public offering of equity securities in November
1987. The net proceeds received by the Company was $150,000. On August
31, 1987, the Company completed acquisition of all the outstanding common
shares of Western Antenna Research, Inc., a Colorado corporation. The
Company's name was subsequently changed to Western Antenna Corporation.
After two years of unsuccessful operations, the name of the Company was
changed to Hortitech, Inc. on November 29, 1989. The Company was
incorporated for the purpose of providing a vehicle which could be used to
raise capital and seek business opportunities believed to hold a potential
for profit.
B. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has adopted a calendar year end.
C. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
D. Provision for Taxes
At December 31, 1995, the Company has net operating loss carry forwards
totaling approximately $226,084 that may be offset against future taxable
income through 2009. No tax benefit has been reported in 1995 financial
statements, because the Company believes there is a 50% or greater chance
the carry forward will expire unused. Accordingly, the potential tax
benefits of the loss carry forward have been offset by valuation allowance
of the same amount.
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E. Significant Accounting Policies
Additional accounting policies will be determined when principal operations
begin.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using the 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 has no current
source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. It
is management's plan to seek additional capital through a merger with
an existing operating company.
NOTE 3. REVERSE STOCK SPLIT
A one for fifty reverse stock split was authorized at a meeting
of the shareholders on July 8, 1996. The attached statements reflect
the one for fifty reverse stock split on a retroactive basis.
NOTE 4. ADDITIONAL CAPITAL
On July 5, 1996, 18,000,000 shares of common stock was sold at
par value for $18,000. The purchasing group were aware of the
impending reverse stock split.
On July 9, 1996, 2,461,000 post reverse shares were issued to the
officers and Directors for $2,461. 1,000,000 post reverse shares were
issued for $1,000 and 15,000,000 post reverse shares were issued for
$150,000.00.
NOTE 5. EXTRAORDINARY GAIN
In payment of a $20,765 loan to Donner Investment and a $735 loan
to Escondido Capital, 25,000 shares of Spa International common stock
(current market value of $25,000), was accepted in lieu of these
loans.
NOTE 6. CHANGE IN TRANSFER AGENT
On July 24, 1996, the Board of Directors resolved to change the
Transfer Agent from Interstate Transfer to I-Data Corporation in
Dallas, TX.
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PART 1. FINANCIAL INFORMATION
BASIS OF PRESENTATION
General
The accompanying unaudited financial statements have been prepared
in accordance with instructions to Form 10-QSB therefore, do not
include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows
and stockholders' equity in conformity with generally accepted
accounting principles. Except as disclosed herein, there has been no
material change in the information disclosed in the notes to the
financial statements included in the Company's annual report in Form
10-KSB for the year ended December 31, 1995. In the opinion of
Management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring
nature. Operating results for the six months ended June 30, 1996 are
not necessarily indicative of the results that can be expected for the
year ending December 31, 1996.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
INTRODUCTION
The Registrant is a "development stage company." Management
has been seeking opportunities to acquire operating entities, which in
the opinion of management will provide a profit to the registrant. On
September 6, 1994, the Company effected a ten for one reverse stock
split.
RESULTS OF OPERATIONS
The Company has no operations for the three months ended
March 31, 1996 and no operations for the nine months ended September
30, 1996. The Company accrued for general and administrative expenses
$-0- for the first nine months of 1996 compared with $1,000 for 1995.
FINANCIAL CONDITION
The Company generated cash from receiving payment on a note
for $3,500 and paid its accounts payable and accounting amounts due.
The Company had no other operations for the nine months, ended
September 30, 1996. The Company accrued $-0- general or
administrative expenses for the first quarter of 1996 compared to
$1,000 for 1995. Occasionally, the Company may enter into
transactions for working capital pursuant to which debt can be
extinguished, including recapitalization. There can be no assurance
that any further such transactions will be undertaken or will be
favorable to the stockholders.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGE IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. EXHIBITS ON REPORTS OF FORM 8-K
A. Exhibits none
B. Reports on Form 8K none
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Commission
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: 12/9/96 Hortitech, Inc.
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/s/ Patrick M. Flynn
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Patrick M. Flynn, President
Chief Executive Officer and Director
Date: 12/9/96 /s/ Glennis E. Temme
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Glennis E. Temme
Prinicipal Financial Officer/Director
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<PAGE>
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