UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 10 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: # 0-20556
GBS COM-TECH CORPORATION
(Name of small business issuer in its charter)
DELAWARE 13-3400758
(State of Incorporation) (IRS Employer Identification)
9652 Hood Road
Jacksonville, Florida 32257-1141
(Address of Principal Executive Offices)
904-260-5156
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes____ No X
The number of shares outstanding of the registrant's common stock as of the
last practicable date. 4,878,000 SHARES
<PAGE>
GBS COM-TECH CORPORATION
FORM 10-QSB
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1: Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet - March 31, 1999
Condensed Consolidated Statements of Operations -
Quarters ended March 31, 1999 and 1998
Condensed Consolidated Statements of Cash Flows -
Quarters ended March 31, 1999 and 1998
Condensed Consolidated Statement of Changes in
Stockholders' Equity for the Quarter ended March 31, 1999
Notes to unaudited condensed consolidated financial
statements
ITEM 2: Management's Discussion and Analysis of Financial Condition
and Results of Operation
PART II. OTHER INFORMATION
SIGNATURES
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
MARCH 31,
1999
ASSETS UNAUDITED
-----------
CURRENT ASSETS:
Cash and cash equivalents .............................. $ 0
Total current assets ................................. 0
-----------
TOTAL ASSETS ...................................... $ 0
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable & accrued expenses .................... $ 0
-----------
Total current liabilities ........................... 0
-----------
TOTAL LIABILITIES ................................ 0
STOCKHOLDERS' EQUITY:
Preferred stock, $ .10 par value, authorized
1,000,000 shares, issued, none ................... $ 0
Common stock, par value $ .01, authorized
15,000,000 shares, issued 4,878,000 .............. 48,780
Capital in excess of par value ......................... 1,686,146
Accumulated deficit .................................... (1,734,926)
-----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ............... $ (0)
===========
The accompanying notes to financial statements are an integral
part of this statement
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND ACCUMULATED DEFICIT FOR
THE QUARTERS ENDED MARCH 31, 1999 AND 1998
MARCH 31, MARCH 31,
1999 1998
UNAUDITED UNAUDITED
----------- -----------
INCOME:
Sales of products & services ............... $ 0 $ 0
----------- -----------
Total income ......................... 0 0
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE ...... 0 0
----------- -----------
Income (loss) from operations .............. 0 0
OTHER INCOME AND EXPENSE:
Other income - forgiveness of debts ........ 0 0
Assets written off ......................... 0 0
----------- -----------
Net loss ................................... 0 0
Accumulated deficit-beginning of period .... (1,734,926) (1,734,926)
-----------
Accumulated deficit-end of period .......... $(1,734,926) $(1,734,926)
=========== ===========
PER SHARE DATA:
Loss per share ............................. $ 0 $ 0
----------- -----------
Weighted average number of
shares outstanding ....................... $ 4,878,000 $ 4,878,000
----------- -----------
The accompanying notes to financial statements are an integral
part of this statement
<PAGE>
GBS COM-TECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 1999 AND 1998
MARCH 31, MARCH 31,
1999 1998
UNAUDITED UNAUDITED
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) ...................................... $ 0 $ 0
Adjustments to reconcile net loss
to net cash by (used in)
operations:
Depreciation ............................... 0 0
Changes in operating assets ................ 0 0
----------- -----------
Net cash provided by (used in) operating activities . 0 0
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided (used in) investing activities .... 0 0
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided (used in) financing activities .... 0 0
----------- -----------
NET INCREASE (DECREASE) IN CASH ..................... 0 0
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD ....... 0 0
----------- -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD ............. $ 0 $ 0
=========== ===========
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE>
GBS COM-TECH CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 1999
COMMON STOCK ADDITIONAL
SHARES PAID IN ACCUMULATED
ISSUED AMOUNT CAPITAL DEFICIT TOTAL
------------ ------ ---------- ----------- ------
Balance,
March 31, 1998 ... 4,878,000 48,780 1,686,146 (1,734,926) 0
------------ ------ ---------- ----------- ------
Balance,
June 30, 1998 .... 4,878,000 48,780 1,686,146 (1,734,926) 0
============ ====== ========== =========== ======
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE>
GBS COM-TECH CORPORATION.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1999 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of GBS Com-Tech
Corporation and are not consolidated with any other subsidiary or affiliated
entities.
CASH AND CASH EQUIVALENTS
The Company maintains its cash, when in existence, in demand deposit accounts.
All cash is available to operations without restriction. The Company considers
all highly liquid investments with a maturity of three months of less, when
purchased, to be "cash equivalents".
INVENTORY PRICING
Inventory values are stated at the lower of cost (first-in, first-out-FIFO) or
market.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are carried at cost. Expenditures for replacements are
capitalized, and the replaced items are retired. Maintenance and repairs are
charged to operations. Gains and losses from the sale of fixed assets are
included in other income. Depreciation is calculated on a straight-line basis
utilizing U.S. Internal Revenue Service estimated lives.
EARNINGS PER SHARE
Earnings per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to expense as incurred.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company reviews its bad debts policy on an ongoing basis and makes changes
to allowances for doubtful accounts should the necessity arise.
<PAGE>
GBS COM-TECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1999 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Cost of the master franchise and directorship fees paid are amortized using the
straight-line method of amortization as follows:
Franchises: 10 Years
Directorships: 10 Years
Organization costs are amortized over five years using the straight-line method.
NOTE 2 - BUSINESS PURPOSE, ORGANIZATION AND ACQUISITIONS
The Company was formed as Drillstar International Corp., on March 9, 1987, in
the State of Delaware, to engage in the business of marketing specially designed
footwear for marching band and drum and bugle corps. On June 18, 1993, the
Company changed its name to Mobile Service International Corp. On November 8,
1995, the Company changed its name to International Communications &
Technologies Corp. On May 13, 1997, the Company changed its name to GBS COM-TECH
CORPORATION.
<PAGE>
PART II
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
At the date of the financial statements the Company had no liquidity or capital
resources and was essentially in a dormant state of existence. The former
management had abandoned all operating activities and subsequently resigned from
the Company and the bank, leaving no cash resources.
The current management has not been able to provide any amount of new capital to
date, however, there are many sources of new capital currently being pursued. In
the event the Company is successful in raising the required capital, the Company
will commence with its new business plan in an attempt to revive the Company
into a positive operation cash position.
In the event the new capital is not generated, the Company has no foreseeable
means by which to continue operating.
<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.
Date: June 18, 1999 GBS COM-TECH CORPORATION
________________________________
/s/ Chief G. Bolanle Shonekan
By: Chief G. Bolanle Shonekan
Chairman of the Board and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
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<RECEIVABLES> 0
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<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 48,780
<OTHER-SE> (48,780)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
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</TABLE>
