<PAGE>
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 September 30, 1999
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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
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(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
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (604)-687-6991
N/A
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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)
Not applicable.
(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, 1999
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
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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)
Balance Sheets
ASSETS
September 30 December 31
1999 1998
CURRENT ASSETS (Unaudited)
Cash $ 11,305 $ 19,088
Total Current Assets 11,305 19,088
OTHER ASSETS
Notes receivable (Note 4) - -
Total Other Assets 0 0
TOTAL ASSETS $ 11,305 $ 19,088
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 27,211 $ 28,292
Accounts payable -
related parties 99,549 81,366
Advances payable (Note 5) 65,000 65,000
Note payable (Note 6) 102,225 97,830
Accrued interest payable 12,447 12,447
Total Current Liabilities 306,432 284,935
STOCKHOLDERS' EQUITY (DEFICIT)
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 prior to
November 29, 1989 (213,710) (213,710)
Deficit accumulated during
the development stage (487,382) (458,102)
Total Stockholders' Equity (Deficit) (295,127) (265,847)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 11,305 $ 19,088
The accompanying notes are an integral part of these financial statements.
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception of
Development
For the For the Stage on
Three Months Ended Nine Months Ended November 29,
September 30 September 30 1989 Through
September 30
1999 1998 1999 1998 1999
REVENUES $ - $ - $ $ $ -
GENERAL AND
AMINISTRATIVE
EXPENSES 13,062 1,602 29,280 113,668 487,382
NET LOSS $ (13,062) $(1,602) $ (29,280) $(113,668) $(487,382)
BASIC LOSS
PER SHARE $ (0.00) $ (0.00)$ (0.00) $ (0.00)
WEIGHTED NUMBER OF
SHARES OUTSTANDING 18,846,170 18,846,170 18,846,170 18,846,170
The accompanying notes are an integral part of these financial statements.
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Stockholders'
Equity (Deficit)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
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)
The accompanying notes are an integral part of these financial statements.
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Stockholders'
Equity (Deficit) (Continued)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
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)
The accompanying notes are an integral part of these financial statements.
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Stockholders'
Equity (Deficit) (Continued)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
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 18,846 387,119 (256,152)
Net loss for the year
ended December 31,
1997 - - - (188,917)
Balance, December 31,
1997 18,846,170 18,846 387,119 (445,069)
Net loss for the year
ended December 31,
1998 (226,743)
Balance, December 31, 1998 - - - (671,812)
Net loss for the nine
months ended
September 30, 1999
(unaudited) - - - (29,280)
Balance, September 30,
1999 (unaudited) 18,846,170 $ 18,846 $ 387,119 $(701,092)
The accompanying notes are an integral part of these financial statements.
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception of
Development
For the For the Stage on
Three Months Ended Nine Months Ended November 29,
September 30 September 30 1989 Through
September
1999 1998 1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Income (loss) from
operations $(13,062) $ (1,602) (29,280) (113,668) $ (487,382)
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 - - (3,982) (20,212)
Changes in operating
assets and liabilities:
Increase in
accounts payable -
related parties 8,956 2,332 18,183 37,508 99,549
Increase in allowance
for bad debt 94,299
Increase in accrued
interest payable - - - - 12,447
Increase in
advances payable - - - - 65,000
(Increase) decrease
in refundable - - - - -
deposits
(Increase) decrease
in prepaid expenses - - - 7,500 -
Increase (decrease)
in accounts payable (685) (405) (1,081) (9,833) 27,211
Net Cash Used by
Operating Activities (4,791) 325 (12,178) (82,475) (203,329)
CASH FLOWS FROM
INVESTING ACTIVITIES
Collection of
note receivable - - - - 70,000
(Increase) in
note receivable - - - - (144,087)
Net Cash Used by
Investing Activities - - - - (74,087)
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash received from loan - - - 97,962 -
Increase in
notes payable 2,700 (4,143) 4,395 - 102,225
Cash contributed to
additional
paid-in capital - - - - 35
Stock offering cost - - - - -
Issuance of
common stock - - - - 186,461
Net Cash Used by
Financing Activities 2,700 (4,143) 4,395 97,962 288,721
Increase (Decrease)
in Cash $ (2,091) $ (3,818) $(7,783) $15,487 $ 11,305
CASH AT BEGINNING
OF PERIOD 13,396 23,058 19,088 3,753 -
CASH AT END OF PERIOD $ 11,305 $ 19,240 $11,305 $19,240 $11,305
The accompanying notes are an integral part of these financial
statements.
HORTITECH, INC.
(A Development Stage Company)
Statements of Cash Flows (continued)
(Unaudited)
From
Inception of
Development
For the For the Stage on
Three Months Ended Nine Months Ended November 29,
September 30 September 30 1989 Through
September
1999 1998 1999 1998 1999
SUPPLEMENTAL CASH
FLOWS INFORMATION:
Interest $ - $ - $ - $ - $ -
Taxes $ - $ - $ - $ - $ -
NON CASH FINANCING
ACTIVITIES:
Stock issued
for services $ - $ - $ - $ - $ 1,000
The accompanying notes are an integral part of these financial statements
<PAGE>
HORTITECH, INC.
(A Development Stage Company)
September 30, 1999
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Hortitech, Inc. (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 its common stock in November 1987. The gross
proceeds received by the Company were $150,000. On August 31, 1987, the
Company completed the 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 and the Company was
reclassified as a development stage company. 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 September 30, 1999, the Company has net operating loss carryforward
of approximately $701,092 that may be offset against future taxable
income through 2013. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater
chance the carryforward will expired unused. Accordingly, the potential
tax benefits of the loss carryforward have been offset by a valuation
allowance of the same amount.
e. 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 Statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
f. Significant Accounting Policies
Additional accounting policies will be determined when principal
operations begin.
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. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.
NOTE 3 - COMMON STOCK
On July 5, 1996, the Company issued 360,000 shares of common stock for
cash at approximately $0.05 per share.
On July 8, 1996 the Board of Directors approved a 1 for 50 reverse stock
split. The reverse stock split is reflected in these financial
statements on a retroactive basis. The Company then issued 18,461,600
shares of post split common stock for gross proceeds of $153,461.
NOTE 4 - NOTE RECEIVABLE
The Company loaned $164,299 to an individual in 1996. The note is
discounted at 8% per annum and was due on May 20, 1998. The Company
holds 100,000 shares of "The Beverage Store, Inc." restricted common
stock as collateral. On August 12, 1997, the Company received $70,000
as a partial payment. The balance at December 31, 1998 was $94,299. An
allowance for bad debt was recorded for $94,299 because the amount is
past due.
NOTE 5 - ADVANCES PAYABLE
The Company was advanced $1,015,000 to aid in the acquisition of The
Indian Motorcycle Trademark. The acquisition did not take place and the
Company returned $950,000 to the lender. There is a balance of $65,000
which the Company still owes. The advance is non-interest bearing, and
is due on demand. Interest has been imputed at 8% per annum.
NOTE 6 - NOTE PAYABLE
The Company received $ 97,830 in the form of an unsecured note payable
during 1998. The note payable is due upon demand and interest expense
has been imputed at 8% per annum.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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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 September 30, 1999 and 1998, the Company had no
business operations, but recorded a net loss of ($13,062) during the quarterly
period ended September 30, 1999, compared with a net loss of ($1602) during
the quarter ended September 30, 1998.
Liquidity.
- ----------
The Company had cash on hand of $11,305 and $19,088, respectively, at
September 30, 1999, and September 30, 1998.
Year 2000.
- ----------
The Company presently has no material operations, and is presently
seeking a suitable candidate for a merger or acquisition transaction. Due to
its very limited activities and assets, management does not believe that the
change of year to the year 2000 will have any material effect on its business,
results of operations or financial condition.
In seeking out a merger or acquisition target, the Company will take
into account the ways in which the Year 2000 may materially affect the
operations of any such target. However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issue may affect the operations of the reorganized Company. At such time
as the Company completes such a reorganization, it will timely disclose all
material Year 2000 issues in the appropriate filing with the Securities and
Exchange Commission.
For the foregoing reasons, the Company has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.
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 quarterly period covered by this Report.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Financial Data Schedule.
(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: 11/15/99 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: 11/15/99 By /s/ Suzanne L. Wood
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Suzanne L. Wood, President and
Director
Date: 11/15/99 By /s/ Barry D. Russell
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Barry D. Russell, Director,
Treasurer and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 11305
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11305
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11305
<CURRENT-LIABILITIES> 306432
<BONDS> 0
0
0
<COMMON> 18846
<OTHER-SE> (295127)
<TOTAL-LIABILITY-AND-EQUITY> 11305
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29280
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (29280)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29280)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
