<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
- -------------------------------------------------------------------------------
(Mark one)
XX
- ---------- QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
- ---------- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
- -------------------------------------------------------------------------------
Commission File Number: 33-14982-LA
BREAKTHROUGH ELECTRONICS, INC.
(Exact Name of small business issuer as specified in its charter)
NEVADA 88-0226208
- ------------------------ ------------------------
(State of Incorporation) (IRS Employer ID Number)
3179 WEST SAHARA, SUITE D-21, LAS VEGAS, NEVADA 89102
-----------------------------------------------------
(Address of principal executive offices)
(702) 368-0664
--------------
(Issuer's telephone number)
- -------------------------------------------------------------------------------
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 such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES____ NO XX
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
710,536 Shares as of August 10, 1999.
Transitional Small Business Disclosure Format (check one): YES_____ NO XX
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
Form 10-QSB for the Quarter ended March 31, 1999
<TABLE>
<CAPTION>
Table of Contents
<S> <C>
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
SIGNATURES
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
From Inception
on July 31, 1986
For the Three Months Through
Ended March 31, March 31,
----------------------------------------- ------------------
1999 1998 1999
------------------- ------------------ ------------------
<S> <C> <C> <C>
REVENUE $ 0.00 $ 0.00 $ 78,000
------------------- ------------------ ------------------
EXPENSES 4,534 0.00 887,155
------------------- ------------------ ------------------
TOTAL EXPENSES 4,534 0.00 887,155
------------------- ------------------ ------------------
NET (LOSS) OR PROFIT $ (4,534) $ 0.00 $ (809,155)
=================== ------------------ ==================
BASIC LOSS PER SHARE $ 0.01 $ 0.00
=================== ==================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 710,536 710,536
=================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
----------------------------------------- Paid-In Development
Shares Amount Capital Stage
----------------------------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Sale Stock - Insiders
July 31, 1986 11,394 $ 11 $ 22,777
Deficit 1986 (152)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1986 11,394 11 22,777 (152)
================== =================== =================== ==================
Sale Stock - Insiders
April 10, 1987 7,750 8 15,492
Issuance Stock - Insiders
Technology Rights 130,000 130 (130)
Sale Stock - Public
October 2, 1987 20,150 20 201,480
Sale Stock - Public
November 2, 1987 24,500 25 179,433
Exercise Stock Warrants
December 17, 1987 406 0 6,093
Issuance Stock - Services
December 27, 1987 28,000 28 55,972
Deficit 1987 (103,524)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1987 222,200 222 481,117 (103,676)
================== =================== =================== ==================
Exercise Stock Warrants
February 1, 1988 2,240 2 30,654
Deficit 1988 (188,157)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1988 224,440 224 511,771 (291,833)
================== =================== =================== ==================
Deficit 1989 (359,617)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1989 224,440 224 511,771 (651,450)
================== =================== =================== ==================
Issuance Stock
Debt Exchange 50,000 50 99,950
Deficit 1990 (9,108)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1990 274,440 274 611,721 (660,558)
================== =================== =================== ==================
Deficit 1991 (159)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1991 274,440 274 611,721 (660,717)
================== =================== =================== ==================
Deficit 1992 (85)
------------------ ------------------- ------------------- ------------------
</TABLE>
See accountants' audit report and notes to financial statements.
4
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Balance December 31, 1992 274,440 274 611,721 (660,802)
================== =================== =================== ==================
Issue Stock
Technology Acquisition 30,000 30 2,970
Issue Stock
Technology Acquisition 9,500 10 940
Issue Stock
Debt Exchange 50,000 50 49,092
Deficit 1993 (335)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1993 363,940 364 664,723 (661,137)
================== =================== =================== ==================
Issue Stock
Technology Acquisition 30,000 30 (30)
Insider Loans Payable Forgiven 97,253
Deficit 1994 (114,047)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1994 393,940 394 761,946 (775,184)
================== =================== =================== ==================
Issuance Stock
Stock Issuance
Services 53,000 53 (53)
Debt Forgiveness Insider to Paid In
Capital 16,361
Deficit 1995 (11,097)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1995 446,940 447 778,254 (786,281)
================== =================== =================== ==================
Deficit 1996 0
------------------ ------------------- ------------------- ------------------
Balance December 31, 1996 446,940 447 778,254 (786,281)
================== =================== =================== ==================
Deficit 1997 (6,000)
------------------ ------------------- ------------------- ------------------
Balance December 31, 1997 446,940 447 778,254 (792,281)
================== =================== =================== ==================
Stock Issuance Services 171,198 171 16,949
Stock Cancellations (118,139) (118) 118
Deficit 1998 (12,340)
Balance December 31, 1998 500,000 500 795,321 (804,621)
================== =================== =================== ==================
Stock Issuance Services 10,536 11 (1)
Stock Sale 200,000 200 11,800
Balance March 31, 1999 710,536 $ 711 $ 807,120 $ (809,155)
================== =================== =================== ==================
</TABLE>
See accountants' audit report and notes to financial statements.
5
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------------ -----------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 7,756 $ 780
======================== =======================
CURRENT LIABILITIES
Accrued Taxes 7,580 7,580
Accounts Payable 1,500 2,000
------------------------ -----------------------
TOTAL LIABILITIES 9,080 9,580
======================== =======================
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, Authorized 50,000,000 Shares at $.001
Par Value, 710,536 and 500,000 Issued and Outstanding 711 500
Additional Paid In Capital 807,120 795,321
Retained Deficits (809,155) (804,621)
------------------------ -----------------------
TOTAL STOCKHOLDERS' DEFICIT (1,324) (8,800)
======================== =======================
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 7,756 $ 780
======================== =======================
</TABLE>
See accountants' audit report and notes to financial statements.
6
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
From Inception
on July 31, 1986
For the Three Months Through,
1986 Ended March 31, March 31,
1999 1998 1999
------------------ ------------------- -------------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATIONS
Net Income (Loss) $ (4,534) $ 0 $ (809,155)
Increase (Decrease):
Other Assets 0 0 0
Accrued Expenses 0 0 7,580
Accounts Payable (500) (6,000) 1,500
------------------ ------------------- -------------------
Net Cash Flow (Outlay) From Operations (5,034) (6,000) (800,075)
================== =================== ===================
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds From:
Sale of Common Stock 210 0 711
Paid in Capital 11,800 0 807,120
------------------ ------------------- -------------------
12,010 0 807,831
================== =================== ===================
NET INCREASE (DECREASE) IN CASH 6,976 0 7,756
CASH AT THE BEGINNING OF PERIOD 780 0 0
------------------ ------------------- -------------------
CASH AT END OF PERIOD $ 7,756 $ 0 $ 7,756
================== =================== ===================
</TABLE>
See accountants' audit report and notes to financial statements.
7
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1999
NOTE 1 -- ACCOUNTING POLICIES
Organization of the Company
Breakthrough Electronics, Inc., formerly Golden Queens Mining Company,
was incorporated on July 31, 1986 under the laws of the' State of Nevada. The
Company changed its name to Breakthrough Electronics, Inc. on June 10, 1987. The
change was in response to the Company's new business focus of developing an
electronic telephone screening device then known as "Phoneguard". Phoneguard was
acquired through the issuance of common stock with no acquisition cost assigned.
The Company is still in the development stage, as it has virtually no revenue to
date.
The Company is authorized to issue up to 50,000,000 shares of common
stock, $.001 par value. Over the years, the Company has raised capital under
both public offerings as well as private stock sales. The Company intended to
utilize capital raised to complete the research and development of Phoneguard,
and then implement a marketing plan thereafter. As of the reporting date, the
Company has expended all of the capital raised, without completing the intended
task. As of the reporting date, the Company has ceased any and all operations,
and its technology has rapidly become outdated. Currently, the Company's sole
business focus, is the contemplation of acquiring, or being acquired by, an
existing company via either purchase or merger. The Company has begun
preliminary discussions with potential candidate companies, but has not as of
the date of this report come to any contractual arrangement.
The financial statements reflect certain capital equipment items which
have been fully expensed either from previous depreciation expense or loss on
asset abandonment. The total original expenditures for all capital equipment has
been included in losses to date, and is not segregated in the statement of cash
flows.
8
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1999
NOTE 2 -- COMMON STOCK PUBLIC OFFERING
On October 2 and November 2, 1987 the Company completed a public
offering which raised $ 201,500 and $ 245,000 through the sale of 503,750 and
612,500 units respectively. Each unit consisted of 4 shares of common stock
and 1 warrant to purchase common stock. on December 17, 1987, 162,500
warrants were exercised to purchase 40,625 shares of common stock for a total
of $ 6,094. Four warrants entitled the shareholders to purchase 1 share of
common stock at $.15 per share. The Company incurred approximately $ 65,000
in costs related to this offering.
On December 28, 1987 the Company issued a Notice of Call of Warrants to
the shareholders. The call price of the warrant was $.001 per warrant. All
warrants which were not exercised or tendered back to the Company by February 1,
1988 expired.
On February 1, 1988, 895,976 warrants were exercised to purchase 223,994
shares of common stock for $30,656.
NOTE 3 -- INCOME TAXES
The company has the following net operating loss and research credit
carryforwards expiring as follows:
<TABLE>
<CAPTION>
Net Operating Loss Research Credit
<S> <C> <C>
December 31, 2001 $ 152 $
2002 105,804
2003 196,227 8,730
2004 114,047
</TABLE>
The company has filed annual corporate tax returns through the tax year
1993 only.
9
<PAGE>
BREAKTHROUGH ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1999
NOTE 4 GENERAL INFORMATION
The company entered into an agreement with Cipher Voice, Inc.,(CVI)
whereby it granted CVI an exclusive license to the use of the Company's
Phoneguard technology. The license agreement provided for a profit sharing
arrangement based on anticipated future sales of the Phoneguard. CVI also raised
capital through a public offering during 1994. The intent of CVI was to attempt
to complete the research and development of Phoneguard. As was the case with the
Company, CVI never completed its intended task, and expended all of its capital
and has ceased operations as of the reporting date. CVI has subsequently been
purchased by a third party unrelated company. Both the Company and CVI were
founded by Barry Rose, who at one time served as President of both CVI and the
Company.
It is uncertain, as of the issuance date of these financial statements,
as to the marketability or value of the research and development efforts of the
Company or CVI. Management has indicated that it feels that given the rapid
advancements ongoing in the technology field, as well as the passage of time,
that there is limited or no value to the technology. If the Company were to be
acquired by another entity, consideration should be given to any residual value
of the research and development to date.
During 1995, the company and Barry Rose agreed to an arrangement whereby
Rose returned 11,813,850 shares of common stock to the company in the form of
Treasury Stock.
During August 1998, the Company obtained consents from a majority of
stockholders authorizing a reverse split of the Company's Common Stock, on a 1
for 100 basis. The split became effective during February 1999. All references
to shares outstanding and earnings per share have been adjusted to reflect the
effect of the reverse split on a retroactive basis.
10
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) RESULTS OF OPERATIONS
Breakthrough Electronics, Inc. (Company) was incorporated as "Queens
Mining Company" on July 31, 1986 under the laws of the State of Nevada,
primarily for the purpose of exploration, development and production of certain
mining properties located in Esmeralda County, Nevada. In July, 1987, the
Company changed its name to "Breakthrough Electronics, Inc.," terminated its
activities in the mining business, and began efforts to develop and market
electronic products, including a telephone device designed to screen calls,
acquired from its then President.
The Company has had no operations or significant assets or liabilities
over the past several years. Accordingly, the Company is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
(3) LIQUIDITY AND CAPITAL RESOURCES
The Company has no operations, and essentially no assets or liabilities
and, accordingly is fully dependent upon its controlling shareholder for
operating capital. During the period(s) presented herein, the Company was
dormant and no advances were made or expenses paid on the Company's behalf.
The Company has no specific plans or future capital requirements due to
its dormant state. However, the Company will seek to enter into a business
acquisition or reorganization with an enterprise, as yet unidentified. At such
time as the Company enters into a transaction, of which there can be no
assurance, the Company will require additional capital.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
In February, 1999, the Company sold a total of 200,000 shares of
commons stock to Larry Grobstein, Secretary/Treasurer, for the sum of $10,000
cash, to provide the Company with necessary operating capital. In addition, in
February, 1999, the Company issued 5,000 shares of common stock each to Larry
Sapperstein, President and a director, and Anthony Adimey, a director, for
services on behalf of the Company. None of these transactions can be considered
the result of arms' length negotiations.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BREAKTHROUGH ELECTRONICS, INC.
August 14, 1999 /s/ Lawrence A. Sapperstein
--------------------------------------
Lawrence A. Sapperstein
President and Chief Accounting Officer
BREAKTHROUGH ELECTRONICS, INC.
August 14, 1999 /s/ Lawrence Grobstein
--------------------------------------
Lawrence Grobstein
Secretary/Treasurer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,756
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,756
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,756
<CURRENT-LIABILITIES> 9,080
<BONDS> 0
0
0
<COMMON> 711
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,756
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,534
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,534)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,534)
<EPS-BASIC> 0
<EPS-DILUTED> (0.01)
</TABLE>
