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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 June 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
or organization) Identification No.)
16935 W. Bernardo Dr., Suite 232, San Diego, California 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 June 30. 1996
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CLASS A COMMON STOCK 1,227,757
$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-JUNE 30, 1996, AND DECEMBER 31, 1995 3
CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 FROM INCEPTION 4
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) 5
CONDENSED STATEMENTS OF CASH FLOW
THREE MONTHS ENDED JUNE 30, 1996 6
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 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 June 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 six month period ended June
30, 1996 and the year ended December 31, 1995, and the unaudited statement of
shareholders' equity for three months ended June 30, 1996.
Operating results for the quarter 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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HORTITECH,, INC.
(Formerly Western Antenna Corporation)
(a development stage company)
Balance Sheets
(Unaudited)
ASSETS
CURRENT ASSETS June 30 Dec. 31
1996 1995
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Cash $ 1,021 $ 714
Accounts Receivable 0 3,500
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Total Current Assets 1,021 4,214
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TOTAL ASSETS $ 1,021 $ 4,214
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LIABILITIES AND STOCKHOLDERS' EQUITY (LOSS)
CURRENT LIABILITIES
Accounts payable $ 935 $ 23
Taxes payable 0 0
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Total Current Liabilities 935 23
LONG TERM DEBT
Note Payable 0 0
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Total Long-Term Debt 0 0
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TOTAL LIABILITIES 935 23
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; authorized
200,000,000 shares; 1,227,757 shares
issued and outstanding. 1,228 1,228
Additional paid-in capital 228,517 228,517
Deficit accumulated during the
development stage (229,659) (225,554)
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Total Stockholders Equity (Deficit) 86 4,191
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,021 $ 4,214
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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)
Statement of Operations
(Unaudited)
6 Mo. Ended For the Years Ending
June 30 December 31,
1996 1995 1994
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REVENUES $ 0 $ 0 $ 0
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EXPENSES (4,105) (6,019) 0
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LOSS FROM DISCONTINUED
OPERATIONS 0 (9,162)
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NET LOSS $ (4,105) $ (6,019) $ (9,162)
EXTRA ORDINARY GAIN 4,759
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NET LOSS $ (4,105) (1,260)
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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)
SHAREHOLDERS' EQUITY
(Unaudited)
COMMON STOCK
------------ ADD'L PAID ACCUM.
SHARES AMOUNT IN CAPITAL DEFICIT
------ ------ ---------- -------
Balance, December 31, 1995 1,227,757 $ 1,228 $ 228,517 $ (225,554)
Shares Issued for Cash 0 0 0 0
June 30,1996
Net Loss, June 30,1996 (4,105)
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Balance, June 30,1996 1,227,757 $ 1,228 $ 228,517 $ (229,659)
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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)
Statements of Cash Flows
(Unaudited)
6 Months Ended Year Ended
June 30 December 31
1996 1995
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OPERATING ACTIVITIES:
Changes in Operating Assets
and Liabilities
Net loss $ (4,105) $ (5,786)
Decrease in Accts Receivable 3,500 0
Increase (decrease) in accounts
payable, taxes payable and
notes payable 912 0
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Net Cash Used by
Operating Activities 307 (5,786)
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INVESTING ACTIVITIES: 0 (3,500)
FINANCING ACTIVITIES:
Cash contributed to additional
paid-in capital 0 9,900
Stock offering cost
Issuance of common stock 0 100
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Net Cash Provided by
Financing Activities 0 10,000
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Increase in Cash 307 714
Cash at Beginning of Period 714 0
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Cash at End of Period $ 1,328 $ 714
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Supplemental Cash Flow
Information
Interest $ - $ -
Taxes
Non Cash Financing Activities:
Stock issued for services $ - $ -
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 carryforwards
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 carryforward will expire unused. Accordingly, the
potential tax benefits of the loss carryforward 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. With the filing of the 1OK for 1995, Hortitech is now listed on NASD
pink sheets under "HTIK", cusip number 440822104.
NOTE 4. The note due from Donner Corporation was paid. The $3,500.00 was
received as a previously paid Legal expense (Carmine Bua) of $2,500 by
Donner and $1,000 cash.
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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 six months ended June 30, 1996. The
Company accrued for general and administrative expenses $-0- for the
first six 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 six months, ended June 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
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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 "hereunto duly authorized.
Date: Hortitech, Inc.
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Patrick M. Flynn, President
Chief Executive Officer and Director
Date:
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Glennis E. Temrne
Prinicipal Financial Officer/Director
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