U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-9782-LA
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HORTITECH, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-04444506
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Suite 210, 580 Hornby Street
Vancouver, British Columbia, Canada V6C 3B6
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (604)-687-6991
16935 W. Bernardo Drive, Suite 232
San Diego, CA 92127
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(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X 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:
September 30, 1997
Common - 18,846,170 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Company required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Company.
HORTITECH, INC.
(A Development Stage Company)
Financial Statements
June 30, 1997 and December 31, 1997
HORTITECH, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
<S> <C> <C>
CURRENT ASSETS (Unaudited)
Cash $ 489 $ 504
Total Current Assets 489 504
OTHER ASSETS
Note receivable 155,838 149,309
Total Other Assets 155,838 149,309
TOTAL ASSETS $ 156,327 $ 149,813
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 6,774 $ -
Total Current Liabilities 6,774 -
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value;
authorized 200,000,000 shares;
18,846,170 shares
issued and outstanding 18,846 18,846
Additional paid-in capital 387,119 387,119
Deficit accumulated during the
development stage (256,412) (256,152)
Total Stockholders' Equity 149,553 149,813
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 156,327 $ 149,813
</TABLE>
The accompanying notes are an integral part of these financial statements
<TABLE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
October 24,
For the Three Months For the Six Months 1986 Through
Ended June 30, Ended June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES - - - - -
LOSS ON DISCONTINUED
OPERATIONS (3,503) (279) (260) (799) (256,412)
NET LOSS $ (3,503) $ (279) $ (260) $ (799) $(256,412)
NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
</TABLE>
The accompanying notes are an integral part of these financial statements
<TABLE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance, October 24, 1986 - $ - $ - $ -
Issue of common stock to
officers and directors at
$5.00 per share 1,000 1 4,999 -
Net loss for the year ended
December 31, 1986 - - - -
Balance, December 31,1986 1,000 1 4,999 -
Issue of common stock to
public at $250 per share 600 1 149,999 -
Less stock offering cost - - (19,880) -
Issue of common stock in
exchange for subsidiary 270 - 500 -
Issue of common stock for
services rendered at
approximately
$5.00 per share 505 - 2,527 -
Issue of common stock in
private placement at
approximately
$12.50 per share 6,045 6 75,557 -
Net loss for the year ended
December 31, 1987 - - - (176,716)
Balance, December 31, 1987 8,420 8 213,702 (176,716)
Net loss for the year ended
December 31, 1988 - - - (36,504)
Balance, December 31, 1988 8,420 8 213,702 (213,220)
Net loss for the year ended
December 31, 1989 - - - (490)
Balance, December 31, 1989 8,420 $ 8 $ 213,702 $ (213,710)
Contribution of capital - - 35 -
Net loss for the year ended
December 31, 1990 - - - (727)
Balance, December 31, 1990 8,420 8 213,737 (214,437)
Net loss for the year ended
December 31, 1991 - - - (224)
Balance, December 31, 1991 8,420 8 213,737 (214,661)
Net loss for the year ended
December 31, 1992 - - - (236)
Balance, December 31, 1992 8,420 8 213,737 (214,897)
Net loss for the year ended
December 31, 1993 - - - (235)
Balance, December 31, 1993 8,420 8 213,737 (215,132)
Common stock issued for cash
and services at approximately
$0.43 per share 14,134 14 5,986 -
Net loss for the year ended
December 31, 1994 - - - (9,162)
Balance, December 31, 1994 22,554 22 219,723 (224,294)
Common stock issued for cash
at $5.00 per share 2,000 2 9,998 -
Forgiveness of debt - - 4,759 -
Net loss for the year ended
December 31, 1995 - - - (6,019)
Balance, December 31, 1995 24,554 $ 24 $ 234,480 $ (230,313)
Common stock issued for cash
at $0.05 per share 360,000 360 17,640 -
Common stock issued for cash
at an average of $0.01
per share 18,461,600 18,461 135,000 -
Stock split adjustment 16 1 (1) -
Net loss for the year ended
December 31, 1996 - - - (25,839)
Balance,
December 31, 1996 18,846,170 $ 18,846 $ 387,118 $ (256,152)
Net loss for the six months
ended June 30, 1997
(unaudited) - - - (260)
Balance, June 30, 1997
(unaudited) 18,846,170 $ 18,846 $ 387,119 $ (256,412)
</TABLE>
The accompanying notes are an integral part of these financial statements
<TABLE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
October 24,
For the Three Months For the Six Months 1986 Through
Ended June 30, Ended June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Income (loss) from
operations $ (3,503) $ (279) $ (260) $ (799) $ (256,412)
Adjustments to
reconcile net
(loss) to net cash
provided by
operating activities:
Forgiveness of debt - - - - 4,759
Stock issued for services - - - - 1,000
Amortization of discount
on note receivable (3,286) - (6,529) - (11,751)
Increase (decrease) in
accounts payable 6,774 149 6,774 127 6,774
Net Cash Used by
Operating Activities (15) (130) (15) (672) (255,630)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) in note
receivable - - - - (144,087)
Net Cash Used by
Investing Activities - - - - (144,087)
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash contributed to
additional
paid-in capital - - - - 243,607
Stock offering cost - - - - (19,880)
Issuance of common stock - - - - 176,479
Net Cash Provided by
Financing Activities - - - - 400,206
Increase (Decrease)
in Cash (15) (130) (15) (672) 489
CASH AT BEGINNING
OF PERIOD 504 172 504 714 -
CASH AT END OF PERIOD $ 489 $ 42 $ 489 $ 42 $ 489
CASH FLOWS FROM
OPERATING ACTIVITIES
Interest $ - $ - $ - $ - $ -
Taxes - - - - -
NON CASH FINANCING
ACTIVITIES:
Stock issued for
services $ - $ - $ - $ - $ 1,000
</TABLE>
The accompanying notes are an integral part of these financial statements
HORTITECH, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 1997 and December 31, 1996
NOTE 1 - UNAUDITED FINANCIAL STATEMENTS
Certain information and footnote disclosures nominally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the Registrant's December 31,
1996 Annual Report on Form 10-K. The results of operations for the three
months and six months ended June 30, 1997 and 1996 are not necessarily
indicative of operating results for the full years.
The financial statements and other information furnished herein reflect all
adjustments which are, in the opinion of management of the Registrant,
necessary for a fair presentation of the results of the interim periods
covered by this report. Such adjustments are of a normal recurring nature.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business ventures. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such ventures as of the date of this
Report, it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
ventures.
Results of Operations.
- ----------------------
Other than maintaining its good corporate standing in the State of Utah,
compromising and seeking the acquisition of assets, properties or businesses
that may benefit the Company and its stockholders, the Company has had no
material business operations during the two most recent calendar years.
During the quarters ended June 30, 1997 and 1996, the Company had no
business operations, but recorded net losses of ($3,503) and ($279),
respectively, from discontinued operations during these quarters.
Liquidity.
- ----------
The Company had $489 and $42, respectively, at the quarters ended June
30, 1997 and 1996. During the quarter ended June 30, 1997, certain securities
of the Company were issued for services valued at $1,000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
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.
HORTITECH, INC.
Date: October 23/97 By /s/ Suzanne L. Wood
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Suzanne L. Wood, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
HORTITECH, INC.
Date: October 23/97 By /s/ Suzanne L. Wood
-------------- ------------------------------------
Suzanne L. Wood, President and
Director
Date: October 23/97 By /s/ Barry D. Russell
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Barry D. Russell, Director,
Treasurer and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 489
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 489
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 156327
<CURRENT-LIABILITIES> 6774
<BONDS> 0
0
0
<COMMON> 18846
<OTHER-SE> 130707
<TOTAL-LIABILITY-AND-EQUITY> 156327
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3503)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (3503)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3503)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
