<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 33-9782LA
-----------
MICROACCEL, INC.
---------------
(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
HORTITECH, INC.
---------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: None
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
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1999 -
$0.
<PAGE>
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
April 12, 2000 - $19,596.17. There are approximately 19,596,170
shares of common voting stock of the Company held by non-affiliates. There is
no "established" public market for the Company's securities, so these shares
have been arbitrarily valued at par value ($0.001) per share.
(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:
March 16, 2000
19,846,170
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
For a description of MicroAccel's (the "Company's") business development
from inception to the end of the calendar year ended December 31, 1998, see
its Annual Reports on Form 10-KSB for the calendar years ended December 31,
1998, 1997, and 1996, which have previously been filed with the Securities and
Exchange Commission, and which are incorporated herein by reference. See the
Exhibit Index, Item 13 of this Report.
Business.
- ---------
Other than seeking and investigating potential assets, properties or
businesses to acquire, the Company has had no material business operations for
approximately 10 years.
On August 30, 1999, the Company and Clickbuytel, Inc., executed a letter
of intent providing for the Company to acquire all of the issued and
outstanding shares of common stock. In connection with the letter of intent,
the Company advanced $350,000 to Clickbuytel. This loan is unsecured, bears
interest at the rate of 8% per year, and is payable on demand.
The parties did not proceed with the acquisition of Clickbuytel and the
Company intends to pursue repayment of the entire principal amount, plus
interest.
On December 31, 1999, the Company entered into an agreement with the
founder of NV Memory, Inc., a California corporation ("NV Memory"), whereby
the Company agreed to acquire all of the issued and outstanding shares of NV
Memory in exchange for a 60% interest in the Company. This proposed
acquisition was disclosed in a Current Report on Form 8-K, dated February 1,
2000, which was filed with the Securities and Exchange Commission on February
17, 2000, and which is incorporated herein by reference. See Item 13 of this
Report.
In connection with the proposed acquisition of NV Memory, on February 1,
2000, the holders of 59.2% of the Company's issued and outstanding common
voting stock voted to: (i) approve the change of the Company's name to
"MicroAccel, Inc."; (ii) elect Suzanne L. Wood; Barry D. Russell; Donald S.
Stern; and Robert B. Stern to serve on the Company's Board of Directors for a
term of one year or until his or her successor is elected and qualified; (iii)
adopt the Company's 2000 Stock Option Plan for the grant of incentive and non-
qualified options to purchase up to 950,000 shares of the Company's common
stock to employees and such other persons as the Plan Administrator (which is
currently the Board of Directors) may select; and (iv) permit the Company to
take actions without a meeting of stockholders if one or more consents in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote were present and voted.
Articles of Amendment with respect to the Company's name change were
filed with the Division of Corporations and Commercial Code of the Utah
Department of Commerce on February 2, 2000, and the Company's name change to
"MicroAccel, Inc." became effective on that date. The purpose of the name
change was to better reflect the nature of the Company's anticipated business
following its proposed acquisition of NV Memory. Each of these matters was
disclosed in the Company's Current Report on Form 8-K, dated February 1, 2000.
As of the date of this Report, the Company has not granted any options
pursuant to the 2000 Stock Option Plan. A copy of the 2000 Stock Option Plan,
with exhibits, was attached to the Company's recently filed Form 8-K and is
incorporated herein by this reference. See Item 13 of this Report.
On January 25, 2000, which is subsequent to the period covered by this
Report, the Company's Board of Directors unanimously voted to undertake a
private placement of up to 1,000,000 "unregistered" and "restricted" shares of
the Company's common stock at a price of $4.00 per share, pursuant to Rule 506
of Regulation D of the Securities and Exchange Commission and/or Regulation S
thereof. The offering was closed on January 28, 2000, with all 1,000,000
shares being sold to non-"U.S. Persons," as defined in Rule 902(k) of
Regulation S. This fundraising was undertaken as part of the Company's
proposed acquisition of NV Memory, with the funds to be used for development
of NV Memory's computer memory technology, the payment of Company debt and
working capital. See the Exhibit Index, Item 13 of this Report.
By subsequent letter agreement dated February 16, 2000, the Company and
Donald Stern, one of the founders of NV Memory, agreed that the closing of the
NV Memory agreement must take place no later than February 29, 2000. On March
30, 2000, the Company was notified by the attorneys for the vendors of NV
Memory that the vendors declined to go forward with the Company. As a result,
the Company's plan of operation for the next 12 months is to seek out a
suitable merger or acquisition candidate. See Part I, Item 6 of this Report.
Because the Company has limited assets and conducts no material business,
management anticipates that any acquisition would require it to issue shares
of its common stock as the sole consideration for the acquisition. This may
result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that it
will complete any such acquisition or that any such enterprise will be
profitable or successful.
The Company is not currently engaging in any substantive business
activity. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80 and 95 percent of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as
pro forma financial information consisting of a pro forma condensed balance
sheet, pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with directors, executive
officers and key personnel of any entity sponsoring any business opportunity
afforded to the Company, visit and inspect material facilities, obtain
independent analysis or verification of information provided and gathered,
check references of management and key personnel and conduct other reasonably
prudent measures calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints of
management, these activities may be limited.
Principal Products and Services.
- --------------------------------
The only activities conducted by the Company during the calendar year
ended December 31, 1999, were to manage its limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or
merger through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of companies
engaged in endeavors similar to those engaged in by the Company; many of these
companies have substantial current assets and cash reserves. Competitors also
include thousands of other publicly-held companies whose business operations
have proven unsuccessful, and whose only viable business opportunity is that
of providing a publicly-held vehicle through which a private entity may have
access to the public capital markets. There is no reasonable way to predict
the competitive position of the Company or any other entity in these
endeavors; however, the Company, having limited assets and cash reserves, will
no doubt be at a competitive disadvantage in competing with entities which
have recently completed IPO's, have significant cash resources and have recent
operating histories when compared with the complete lack of any substantive
operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- ----------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for companies like the Company, and may make
the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Other than cash of $507,281 at December 31, 1999, the Company has
virtually no assets, property or business; its principal executive office
address and telephone number are the business office address and telephone
number of its President, Suzanne L. Wood. Fees for the use of these items are
payable to a company controlled by Ms. Wood. During the calendar year ended
December 31, 1999, total fees in this regard were $32,950, all of which has
been accrued.
Because the Company has had no business, its activities during the
calendar year ended December 31, 1999, were limited to keeping itself in good
standing in the State of Utah, seeking out acquisitions, reorganizations or
mergers and preparing and filing the appropriate reports with the Commission.
These activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the Company
in any proceeding.
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 fourth quarter of the calendar year covered by this Report or
during the two previous calendar years. However, on February 1, 2000, which is
subsequent to the period covered by this Report, several items were submitted
to a vote at the Company's special meeting of stockholders. See the caption
"Business" of this Report and the Company's Current Report on Form 8-K, dated
February 1, 2000, which was filed with the Securities and Exchange Commission
on February 17, 2000, and which is incorporated herein by reference. Also see
Item 13 of this Report.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There is no "established trading market" for shares of common stock of
the Company. The Company's common stock is quoted on the OTC Bulletin Board
of the NASD under the symbol "MIXL." Regardless, no assurance can be given
that any "established trading market" for the Company's common stock will
develop or be maintained.
The range of high and low closing bid quotations for the Company's
common stock during each quarter of the calendar years ended December 31,
1999, and 1998, is shown below. Prices are inter-dealer quotations as reported
by the NASD and do not necessarily reflect transactions, retail markups, mark
downs or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS*
BID
Quarter ended: High Low
- -------------- ---- ---
<S> <C> <C>
March 31, 1998 4.00 1.00
June 30, 1998 1.375 0.625
September 30, 1998 0.625 0.625
December 31, 1998 1.50 0.625
March 31, 1999 0.75 0.625
June 30, 1999 1.125 0.70
September 30, 1999 3.50 0.875
December 31, 1999 7.125 2.25
</TABLE>
* The future sale of presently outstanding "unregistered" and
"restricted" common stock of the Company by present members of
management and persons who own more than five percent of the
outstanding voting securities of the Company may have an adverse
effect on any "established trading market" that may develop in the
shares of common stock of the Company. See the caption "Business
Development" of Item I, Part I, of this Report.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 122.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with
any certainty, and until the Company completes any acquisition, reorganization
or merger, as to which no assurance may be given, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Recent Sales of Unregistered Securities.
- ----------------------------------------
<TABLE>
<CAPTION>
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- ------ -------------
<S> <C> <C> <C>
Promed International 7-5-96 90,000 (1) $ 4,500
Ltd.
Mandarin Overseas 7-5-96 90,000 (1) $ 4,500
Investment Co. Ltd.
Capital Commerce, 7-5-96 90,000 (1) $ 4,500
Ltd.
First Capital 7-5-96 90,000 (1) $ 4,500
Commerce, Ltd.
David Liscombe 7-15-96 615,400 $ 615.40
Daye Ellingham 7-15-96 615,400 $ 615.40
Elizabeth Evelyn 7-15-96 615,400 $ 615.40
Barclay
Patrick Flynn 7-15-96 307,700 $ 307.70
Glennis Temme 7-15-96 307,700 $ 307.70
Eftihia Stubos 7-15-96 250,000 (2) $ 250
Suzanne Lorraine 7-15-96 250,000 (2) $ 250
Wood
Randall Goddard 7-15-96 250,000 (2) $ 250
Anthony Pallante 7-15-96 250,000 (2) $ 250
Pembridge Securities 7-15-96 1,500,000 (2) $ 1,500
Ltd.
Margaret Rawlinson 7-15-96 1,000,000 (2) $ 1,000
Gallipoli Holdings, 7-15-96 1,000,000 (2) $ 1,000
Ltd.
Investment 7-15-96 1,600,000 (2) $ 1,600
Objectives, Ltd.
San Pedro Securities 7-15-96 1,500,000 (2) $ 1,500
Inc.
R.O.I., Inc. 7-15-96 1,400,000 (2) $ 1,400
Tradewinds 7-15-96 1,500,000 (2) $ 1,500
Investments, Ltd.
Partner Marketing AG 7-15-96 1,500,000 (2) $ 1,500
Shangrila 7-15-96 1,250,000 (2) $ 1,250
Investments, Ltd.
CDC Consulting 7-15-96 1,000,000 (2) $ 1,000
Commerce Distribution
AG
Asset Collateral 7-15-96 1,750,000 (2) $ 1,750
Trust
Aton Select Fund 1-25-00 1,000,000 (3) $ 4,000,000
Limited
(1) Retroactively reflects a reverse split of the
Company's common stock in the ratio of one
for 50, which became effective July 8, 1996.
(2) Issued pursuant to Regulation S of the Securities
and Exchange Commission.
(3) These shares were issued under the Company's recently
completed private placement of up to 1,000,000 "unregistered"
and "restricted" shares of common stock at a price of $4 per
share. See the heading "Business" of Part I, Item 1 of this
Report.
Item 6. 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 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 venture, which the Company expects to pay from its cash resources.
Management believes that it has sufficient cash to meet its expenses during
the next 12 months. However, if additional funds are required during this
period, such funds may be advanced by management or stockholders as loans to
the Company. Any such loan 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.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Utah 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 in the two most recent calendar years, or since
the abandonment of its unsuccessful business operations approximately 10 years
ago.
At December 31, 1999, the Company had total assets of $507,282, as
compared with total assets of $19,088 at December 31, 1998. See the Index to
Financial Statements, Item 7 of this Report.
The Company is classified as a development stage enterprise. The Company
received no revenues in either of its two most recent calendar years. See the
Index to Financial Statements, Item 7 of this Report.
Liquidity.
- ---------
The Company had cash resources of $507,281 and $19,088, respectively, at
December 31, 1999 and 1998. Management believes that its current cash on hand
will be sufficient to meet its expenses during the next 12 months.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1999 and 1998
Independent Auditors' Report
Balance Sheet - December 31, 1999 and 1998
Statement of Operations for the years ended
December 31, 1999 and 1998 and from inception
of development stage on November 29, 1989,
through December 31, 1999
Statement of Stockholders' Deficiency for the
years from inception to December 31, 1999
Statements of Cash Flows for the years ended
December 31, 1999 and 1998 and from inception
of development stage on November 29, 1989,
through December 31, 1999
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
On January 18, 2000, which is subsequent to the period covered by this
Report, the Company's Board of Directors unanimously resolved to engage
Telford Sadovnick, P.L.L.C., Certified Public Accountants, of Bellingham,
Washington, to audit the Company's financial statements for the calendar year
ended December 31, 1999. This change of accountants was approved and ratified
by the holders of 59.2% of the Company's issued and outstanding shares of
common stock at the special meeting of stockholders held on February 1, 2000,
and was also disclosed in the Current Report dated February 1, 2000, which is
incorporated herein by reference. See Item 13 of this Report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
</TABLE>
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Suzanne L. Wood President 4/10/96 (1)
Director 4/10/96 (1)
Barry D. Russell Secretary 4/10/96 (1)
Treasurer 4/10/96 (1)
Director 4/10/96 (1)
Donald Stern Director 2/1/00 2/25/00 (2)
Robert Stern Director 2/1/00 2/25/00 (2)
</TABLE>
(1) These persons presently serve in the capacities indicated.
(2) Messrs. Stern and Stern are the founders of NV Memory. They resigned
from the Company's Board of Directors for the sole purpose of avoiding any
potential conflict of interest during the negotiations of a definitive
agreement between the parties. As stated under the heading "Business" of this
Report, the Sterns have decided not to continue to go forward with the
Company.
Business Experience.
- --------------------
Suzanne L. Wood is 43 years of age and is a professional accountant with
over 20 years' experience in the finance and corporate management of private
and public companies. Her client list includes a number of very high profile,
successful individuals and corporate entities.
After graduation from the University of British Columbia, Ms. Wood spent
several years with Revenue Canada, Taxation, primarily with its Business Audit
Division. During this period she participated in the Certified General
Accountants Program.
Ms. Wood has completed the Canadian Securities Course and remains current
in the changes relating to securities matters through continued participation
in various professional development programs and seminars. She continues to
attend seminars with the SEC Institute Inc. to keep up to date with SEC rules
and regulations.
Since leaving government service, she provides general consulting
services to companies in connection with the development of new business
ventures. She participates in efforts to raise capital for the company by
assisting in the strategic business planning and advising with respect to the
company's capital structure. Part of her services includes the performance of
a financial and strategic audit of the company in order to assist the company
to formulate its future strategies.
For a number of clients, Ms. Wood has assisted with the performance of
due diligence related to potential business arrangements. Through her network
of business contacts cultivated over numerous years, she has assisted
companies with the development of world-wide marketing and promotional
strategies. Ms. Wood has also been instrumental in assisting her clients to
raise hundreds of millions of dollars.
She is currently on the Board of Directors of a number of private and
public companies, including Genetronics Biomedical Ltd., a company listed on
the Toronto Stock Exchange and the AMEX Stock Exchange (GEB) which during her
tenure, has raised in excess of $50 million.
Barry D. Russell is 63 years of age and has served as a director and the
Secretary of Hightec, Inc., a publicly held company since September 5, 1995.
In 1991, he was elected to the Board of Directors and appointed Chairman of
First Entertainment Corporation, a publicly held company listed on the
Canadian Venture Exchange; in 1992, he assumed the positions of President and
CEO of this company.
From 1988 to 1991, he was President and Chief Executive Officer of Bowne
of Vancouver, Inc., and a director of Bowne of Canada, Inc., which are
wholly-owned subsidiaries of Bowne & Co., a leading international financial
printing company which is listed on the American Stock Exchange.
In 1988, he acquired control of Vancouver's Business Report, a monthly
business magazine published in Vancouver, and he has been a member of the
Typographers International Association located in Washington, D. C., since
1978, and served as a member of the Executive Board of its Western Chapter
from 1980 until 1985.
Mr. Russell is not a director nor an officer of any company registered
with the Commission under Section 12(g) of the Securities and Exchange Act of
1934, as amended.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers,
but who are expected to make a significant contribution to the Company's
business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person
of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The Company is not subject to the Section 16 reporting requirements of the
Securities Exchange Act of 1934, as amended.
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
Other ities All
Name and Year or Annual Rest- Under- LTIP Other
Principal Period Salary Bonus Compen-rictedlying Pay- Comp-
Position Ended ($) ($) sat'n Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Suzanne L.
Wood, 12/31/97 0 0 0 0 0 0 0
President, 12/31/98 0 0 0 0 0 0 0
Director 12/31/99 0 0 0 0 0 0 0
Barry D.
Russell, 12/31/97 0 0 0 0 0 0 0
Secretary/ 12/31/98 0 0 0 0 0 0 0
Treasurer, 12/31/99 0 0 0 0 0 0 0
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1999, 1998, or 1997, or the period ending on the
date of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year
for any service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any
director or executive officer of the Company which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of employment with the Company or any subsidiary, any change
in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of
the date of this Report, with the computations being based upon 19,846,170
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Aton Select Fund Limited 1,000,000 5.0%
3076 Sir Francis Drake Hwy.
Road Town, Tortola BVI
------- ----
Total 1,000,000 5.0%
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
Suzanne L. Wood 250,000 1.3%
#210 - 580 Hornby Street
Vancouver, B.C.
Canada V6C 3B6
Barry D. Russell -0- -0-
3-1234 West 7th Ave.
Vancouver, B.C.
Canada V6H 1B6
------- -----
Total 250,000 1.3%
</TABLE>
See Item 9 of this Report for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
Except as indicated below, during the calendar year ended December 31,
1999, there were no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record
or beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.
At December 31, 1999, the Company was indebted to a company owned by the
Company's President in the amount of $118,706 for advanced fees and expenses
Certain Business Relationships.
- -------------------------------
Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 1999, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 1999, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents.
Transactions with Promoters.
- ----------------------------
Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 1999, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any promoter or founder, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
Current Report on Form 8-K dated February 1, 2000
Exhibits
- --------
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB for the calendar year ended December 31,
1996, filed October 24, 1997.
Annual Report on Form 10-KSB for the calendar year ended December 31,
1997, filed August 17, 1998.
Annual Report on Form 10-KSB for the calendar year ended December 31,
1998, filed April 12, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
MICROACCEL, INC.
Date: 4/12/00 By /s/ Suzanne L. Wood
------------- --------------------
Suzanne L. Wood
President and Director
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:
MICROACCEL, INC.
Date: 4/12/00 By /s/ Suzanne L. Wood
------------- --------------------
Suzanne L. Wood
President and Director
Date: 4/12/00 By /s/ Suzann L. Wood
------------- -------------------
Barry D. Russell
Secretary/Treasurer and Director
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Hortitech, Inc.
We have audited the accompanying balance sheet of Hortitech, Inc. (a
development stage enterprise) as at December 31, 1999 and the related
statements of operations, stockholders' deficiency and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hortitech, Inc. at December
31, 1999, and the results of its operations and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is a development stage enterprise, has to date not
established any revenues or business operations, and will likely be required
to rely upon the issuance of stock for its financing requirements until
self-sufficient business operations can be attained. These factors, together
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
The comparative figures for the year ended December 31, 1998 are based on
financial statements reported on by another firm of auditors who issued their
report dated February 6, 1999 without qualification.
Bellingham, Washington CERTIFIED PUBLIC ACCOUNTANTS
February 8, 2000
(except for Note 7, as to which
date is March 31, 2000)
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
BALANCE SHEET
<TABLE>
<CAPTION>
December 31,
Note 1999 1998
<S> <C> <C> <C>
ASSETS
CURRENT
Cash $ 507,281 $ 19,088
NOTES RECEIVABLE 3 1 -
$ 507,282 $ 19,088
LIABILITIES
CURRENT
Accounts payable and accrued liabilities 5 $ 148,662 $ 109,658
Notes and advances payable 4 1,045,075 175,277
1,193,737 284,935
STOCKHOLDERS' DEFICIENCY
COMMON STOCK
Authorized: 200,000,000 shares, $0.001
par value
Issued outstanding: 18,846,170 shares 18,846 18,846
(1998 18,846,170 shares)
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 (878,710) (458,102)
(686,455) (265,847)
$ 507,282 $ 19,088
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative
From
Inception of
Development
For the Years Ended Stage on
December 31, November 29,
Note 1999 1998 1999
<S> <C> <C> <C> <C>
REVENUE - $ - $ -
GENERAL AND ADMINISTRATIVE
EXPENSES 62,693 226,743 520,795
PROVISION FOR LOSS ON NOTES
RECEIVABLE 3 357,915 - 357,915
NET LOSS $ (420,608) (226,743)$(878,710)
BASIC LOSS PER SHARE $ 0.02 $0.01
WEIGHTED AVERAGE NUMBER OF SHARES 18,846,170 18,846,170
</TABLE>
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capitol
<S> <C> <C> <C>
Balance, October 24, 1986 - $ - $ -
Issue of common stock to officers and
directors at $5.00 per share 1,000 11 4,999
Net loss for the year ended
December 31, 198 - - -
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 by private
placement at $12.50 per share 6,045 6 75,557
Net loss for the year ended
December 31, 1987 - - -
Balance, December 31, 1987 8,420 8 213,702
Net loss for the year ended
December 31, 1988 - - -
Balance, December 31, 1988 8,420 8 213,702
Net loss for the year ended
December 31, 1989 - - -
Balance, December 31, 1989 8,420 8 213,702
Contribution of capital - - 35
Net loss for the year ended
December 31, 1990 - - -
Balance, December 31, 1990 8,420 $ 8 $ 213,737
<CONTINUE>
Deficit Deficit
Accumulated Accumulated Total
Prior to During Stockholders'
November 29, Development Equity
1989 Stage (Deficiency)
<S> <C> <C> <C>
Balance, October 24, 1986 - $ - $ -
Issue of common stock to officers and
directors at $5.00 per share - - 5,000
Net loss for the year ended
December 31, 198 - - -
Balance, December 31, 1986 - - 5,000
Issue of common stock to
public at $250 per share - - 150,000
Less stock offering cost - - (19,880)
Issue of common stock in
exchange for subsidiary - - 500
Issue of common stock for
services rendered at approximately
$5.00 per share - - 2,527
Issue of common stock by private
placement at $12.50 per share - - 75,563
Net loss for the year ended
December 31, 1987 (176,716) - (176,716)
Balance, December 31, 1987 (176,716) - 36,994
Net loss for the year ended
December 31, 1988 (36,504) - (36,504
Balance, December 31, 1988 (213,220) - 490
Net loss for the year ended
December 31, 1989 (490) - (490)
Balance, December 31, 1989 (213,710) - -
Contribution of capital - - 35
Net loss for the year ended
December 31, 1990 - (727) (727)
Balance, December 31, 1990 $ (213,710) $ (727) $ (692)
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIENCY (Continued)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capitol
<S> <C> <C> <C>
Balance, December 31, 1990
(carried forward) 8,420 $ 8 $ 213,737
Net loss for the year ended
December 31, 1991 - - -
Balance, December 31, 1991 8,420 8 213,737
Net loss for the year ended
December 31, 1992 - - -
Balance, December 31, 1992 8,420 8 213,737
Net loss for the year ended
December 31, 1993 - - -
Balance, December 31, 1993 8,420 8 213,737
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 - - -
Balance, December 31, 1994 22,554 22 219,723
Common stock issued for cash
at $5.00 per share 2,000 2 9,998
Forgiveness of debt - - 4,759
Net loss for year ended
December 31, 1995 - - -
Balance, December 31, 1995 24,554 24 234,480
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 issue adjustment 16 1 (1)
Net loss for the year ended
December 31, 1996 - - -
Balance, December 31, 1996 18,846,170 $18,846 $387,119
<CONTINUE>
Deficit Deficit
Accumulated Accumulated Total
Prior to During Stockholders'
November 29, Development Equity
1989 Stage (Deficiency)
<S> <C> <C> <C>
Balance, December 31, 1990
(carried forward) $ (213,710 $ (727) $ (692)
Net loss for the year ended
December 31, 1991 - (224) (224)
Balance, December 31, 1991 (213,710) (951) (916)
Net loss for the year ended
December 31, 1992 - (236) (236)
Balance, December 31, 1992 (213,710) (1,187) (1,152)
Net loss for the year ended
December 31, 1993 - (235) (235)
Balance, December 31, 1993 (213,710) (1,422) (1,387)
Common stock issued for cash and
services at approximately
$0.43 per share - - 6,000
Net loss for the year ended
December 31, 1994 - (9,162) (9,162)
Balance, December 31, 1994 (213,710) (10,584) (4,549)
Common stock issued for cash
at $5.00 per share - - 10,000
Forgiveness of debt - - 4,759
Net loss for year ended
December 31, 1995 - (6,019) (6,019)
Balance, December 31, 1995 (213,710) (16,603) 4,191
Common stock issued for cash
at $0.05 per share - - 18,000
Common stock issued for cash
at an average of $ 0.01 per share - - 153,461
Stock issue adjustment - - -
Net loss for the year ended
December 31, 1996 - (25,839) (25,839)
Balance, December 31, 1996 $ (213,710) $ (42,442) $ 149,813
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIENCY (Continued)
Additional
Common Stock Paid-in
Shares Amount Capitol
[S] [C] [C] [C]
Balance, December 31, 1996
(carried forward) 18,846,170 $ 18,846 $ 387,119
Net loss for the year ended
December 31, 1997 - - -
Balance, December 31, 1997 1 18,846,170 18,846 387,119
Net loss for the year ended
December 31, 1998 - - -
Balance, December 31, 1998 18,846,170 18,846 387,119
Net loss for the year ended
December 31, 1999 - - -
Balance, December 31, 1999 18,846,170 $ 18,846 $387,119
<CONTINUE>
<TABLE>
<CAPTION>
Deficit Deficit
Accumulated Accumulated Total
Prior to During Stockholders'
November 29, Development Equity
1989 Stage (Deficiency)
<S> <C> <C> <C>
Balance, December 31, 1996
(carried forward) $ (213,710) $ (42,442) $ 149,813
Net loss for the year ended
December 31, 1997 - (188,917) (188,917)
Balance, December 31, 1997 (213,710) (231,359) (39,104)
Net loss for the year ended
December 31, 1998 - (226,743) (226,743)
Balance, December 31, 1998 - (458,102) (265,847)
Net loss for the year ended
December 31, 1999 - (420,608) (420,608)
Balance, December 31, 1999 $ (213,710) $ (878,710) $ (686,455)
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
From
Inception of
Development
Stage on
November 29,
For the Years Ended 1989 Through
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from operations $ (420,608) $(226,743) $(878,710)
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 39,004 33,984 148,662
Increase in allowance for loss
notes receivable 357,915 94,299 452,214
Increase in accrued interest
notes payable 19,798 12,447 32,245
Increase in advance payable - - 65,000
Decrease in prepaid expenses - 7,500 -
Increase in accrued interest
note receivable (7,916) - (7,916)
Net Cash Used By Operating Activities (11,807) (82,495) (202,958)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in notes receivable (350,000) - (424,087)
Net Cash Used by Investing Activities (350,000) - (424,087)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in notes payable 850,000 97,830 947,830
Cash contributed to additional
paid-in capital - - 35
Issuance of common stock - - 186,461
Net Cash Provided by Financing Activities 850,000 97,830 1,134,326
Increase in Cash 488,193 15,335 507,281
CASH AT BEGINNING OF PERIOD 19,088 3,753 -
CASH AT END OF PERIOD $ 507,281 $ 19,088 $ 507,281
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
Cumulative
From
Inception of
Development
Stage on
November 29,
For the Years Ended 1989 Through
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
SUPPLEMENTAL CASH FLOWS INFORMATION:
Interest $ 19,798 $ 12,447 $ 32,245
Taxes - - -
NON CASH FINANCING ACTIVITIES:
Stock issued for services $ - $ - $ 1,000
</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of Utah as Daur & Shaver,
Inc. on October 24, 1986. 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 Western Antenna Research, Inc. was abandoned, the
name of the Company was changed to Hortitech, Inc. and the Company was
reclassified as a development stage enterprise on November 29, 1989.
Since November 29, 1989 the Company has sought out and attempted to
acquire and finance several business opportunities, none of which were
completed or proceeded with. On December 31, 1999, the Company agreed to
acquire and provide financing for an enterprise involved in the
development of computer memory technology.
The Company is in the development stage. At December 31, 1999 the
Company had a working capital deficiency of $686,456 and was dependent on
it's creditors for financial support. The Company's financial statements
were prepared using generally accepted accounting principles applicable
to a going concern which contemplate the realization of assets and
liquidation of liabilities in the normal course of business. Subsequent
to the balance sheet date, the Company completed a financing by the
issuance of 1,000,000 shares at a price of $4.00 per share. The proceeds
of $4,000,000 will be allocated to development of the computer memory
technology (Note 7), repayment of liabilities, and working capital for
ongoing operations.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
<PAGE>
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.
Financial instruments and financial risk
The Company's financial instruments consist of cash, notes receivable,
accounts payable and accrued liabilities, advances payable and notes
payable. The fair value of the current assets and liabilities
approximate the carrying amounts due to the short-term nature of these
instruments.
Loss per share
Basic loss per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Translation of Foreign Currencies
The Company's foreign operations are of an integrated nature and
accordingly, the re-measurement method of foreign currency translation is
used for conversion into United States dollars, as follows:
Revenues and expenses arising from foreign currency translations are
translated into United States dollars at the average rate for the period.
Monetary assets and liabilities are translated into United States dollars
at the rates prevailing on the balance sheet date. Other assets and
liabilities are translated into United States dollars at the rates
prevailing on the transaction dates. Exchange gains and losses are
recorded as income or expense in the period in which they occur.
Income Taxes
The Company accounts for income taxes under an asset and liability
approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been recognized in the Company's financial statements or tax returns. In
estimating future tax consequences, all expected future events other than
enactment of changes in the tax laws or rates are considered.
NOTE 3 NOTES RECEIVABLE
The Company advanced $350,000 to Clickbuytel, Inc. ("Clickbuytel") in
1999. Clickbuytel is a private company involved in the development of an
E-Commerce business. At the time of the advance the Company was in
negotiation with Clickbuytel for the acquisition of a controlling
interest in Clickbuytel.
The Company did not proceed with the acquisition of Clickbuytel. The
Company intends to pursue repayment of the full amount advanced to
Clickbuytel plus interest. The Clickbuytel notes receivable are
unsecured, payable on demand, and bear interest at 8% per annum.
The carrying value of the notes receivable has been reduced to a nominal
value as Clickbuytel is a development stage company.
Cost:
Principal amount $ 350,000
Accrued interest 7,916
357,916
Less: Provision for loss on notes receivable (357,915)
Net book value $ 1
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 4 NOTES AND ADVANCES PAYABLE
Notes and advances payable comprise the following:
1999 1998
Promissory notes $ 947,830 $ 97,830
Advances payable, unsecured, repayable on
demand 65,000 65,000
Accrued interest 32,245 12,447
$1,045,075 $ 175,277
The promissory notes are repayable on demand, unsecured with interest at
8% per annum. The notes and advances payable, and accrued interest were
repaid subsequent to December 31, 1999 from the proceeds of the
subsequent financing (Note 11).
NOTE 5 - RELATED PARTY TRANSACTIONS
Accounts payable includes the amount of $118,706 in fees and advances due
to a private company owned by the President of Hortitech, Inc. at
December 31, 1999 (December 31, 1998: $81,366).
General and administrative expenses include administrative and office
services fees totalling $32,950 for the year ended December 31, 1999
(1998: $24,854) to a private company owned by the President of
Hortitech, Inc.
<PAGE>
NOTE 6 - COMMON STOCK
1996 Reverse Stock Split
The Company completed a 1 for 50 reverse stock split in the 1996 year.
The reverse stock split is reflected in these financial statements on a
retroactive basis.
Stock Options and Share Purchase Warrant
There are no stock options or share purchase warrants issued and
outstanding.
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 7 PROPOSED ACQUISITION
The Company entered into an agreement on December 31, 1999 to acquire
100% of the shares of a corporation owning all of the design,
programming, engineering and rights to a new type of non-volatile
computer memory. The Company agreed in principal to raise a minimum of
$2,500,000 in new financing, of which $2,000,000 was to be expended on
development of the prototype for the new technology, and patent
applications. The Company agreed to issue sufficient shares for the
acquisition such that after the above financing and on completion of the
transaction the vendor of the shares of the corporation would own 60% of
the issued shares of Hortitech, Inc.
The shares issued to complete the acquisition would be held in escrow to
be released at such time that the prototype is completed and the Company
received opinion letters from two expert authorities as to the viability
and patentability of the technology.
The proposed acquisition was subject to due diligence and the completion
of a definitive agreement, financing and closing by January 31, 2000
which was later extended.
On March 30, 2000, the Company was notified by the attorneys to the
vendors that the vendors declined to go forward with the Company.
NOTE 8 INCOME TAXES
At December 31, 1999 the Company has net operating loss carryforwards of
approximately $475,000 expiring in the years 2004 to 2014.
The tax benefit of the cumulative tax loss carryforwards has been offset
by a valuation allowance of the same amount.
NOTE 9 - UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits
<PAGE>
rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The Company's own
financial accounting functions are not technologically dependent.
Although the change in date has occurred, it is not possible to conclude
that all aspects of the Year 2000 Issue that may affect the entity,
including those related to customers, suppliers, or other third parties,
have been full resolved.
NOTE 10 COMPARATIVE FIGURES
Certain of the figures for the comparative 1998 fiscal year have been
reclassified to conform to the presentation adopted for the current year.
<PAGE>
HORTITECH, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 11 SUBSEQUENT EVENTS
Private placement financing
Subsequent to December 31, 1999, the Company completed the private
placement issuance of 1,000,000 shares at a price of $4.00 per share, for
proceeds of $4,000,000. It is intended to utilize these funds for
further development costs of the computer memory technology (Note 7), the
repayment of notes and advances payable (Note 4) and working capital for
ongoing operations.
Name change
The name of the Company was changed to MicroAccel, Inc. subsequent to the
balance sheet date.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 507281
<SECURITIES> 0
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 507282
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 507282
<CURRENT-LIABILITIES> 1193737
<BONDS> 0
0
0
<COMMON> 18846
<OTHER-SE> (705301)
<TOTAL-LIABILITY-AND-EQUITY> 507282
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 62693
<LOSS-PROVISION> 357915
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (420608)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (420608)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
