FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended May 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-37203-D
FI-TEK V, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 84-1148210
_______________________________ __________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3127 Ramshorn Drive, Castle Rock, Colorado 80104
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 660-1710
________________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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 X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
Shares Outstanding
Class of Securities at May 15, 1996
___________________ ___________________
Common Stock, par value $.00001 per share 29,977,800
Transitional Small Business Disclosure Format
Yes No X
___ ___
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Accountants' Disclaimer of Opinion ....................... 3
Balance Sheet ............................................ 4
Statements of Loss and Accumulated Deficit ............... 5
Statements of Cash Flows ................................. 6
Notes to Financial Statements ............................ 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 8
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K. ....................... 9
Signatures .............................................. 10
<PAGE>
To the Board of Directors and Stockholders
of Fi-Tek V, Inc.
The accompanying balance sheet of Fi-Tek V, Inc. (a development stage company),
as of May 31, 1996, and the related statements of loss and accumulated
deficit and cash flows for the period then ended were not audited by us and,
accordingly, we do not express an opinion on them.
Aurora, Colorado
June 10, 1996
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
3
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
BALANCE SHEET
May 31, 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,235
Accrued Interest 19
--------
Total current assets 5,254
--------
TOTAL ASSETS $ 5,254
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 35
Accounts payable - related party 274
--------
Total current liabilities 309
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 20,000,000
shares authorized; no shares issued and
outstanding -
Common stock, $0.00001 par value; 300,000,000
shares authorized; 29,977,800 shares issued
and outstanding 300
Additional paid-in capital 44,096
Deficit accumulated during the
development stage (39,451)
---------
Total stockholders' equity 4,945
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,254
========
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<S> <C> <C> <C> <C> <C>
Period
August 3, Nine Nine Three Three
1989 Months Months Months Months
(Inception) ended ended ended ended
to May May May May May
31, 1996 31, 1996 31, 1995 31, 1996 31, 1995
---------- ---------- ---------- ---------- ----------
REVENUES
Investment income $ 13,005 $ 180 $ 2,887 $ 26 $ 980
EXPENSES
General & Administrative 51,711 8,638 9,770 1,340 1,513
Amortization 745 - 41 - -
-------- -------- -------- -------- -------
Total expenses 52,456 8,638 9,811 1,340 1,513
-------- -------- -------- -------- -------
NET LOSS (39,451) (8,458) (6,924) (1,314) (533)
Accumulated deficit
Balance,
beginning of period - (30,993) (19,814) (38,137) (26,205)
-------- -------- -------- --------- --------
Balance,
end of period $ (39,451) $ (39,451) $ (26,738) $ (39,451) $ (26,738)
======== ======== ======== ======== ========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
======== ======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 24,229,275 29,977,800 29,977,800 29,997,800 29,997,800
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C>
Period
August 3, Nine Nine
1989 Months Months
(Inception) ended ended
to May May May
31, 1996 31, 1996 31, 1995
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (39,451) $ (8,458) $ (6,924)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 745 - 41
Decrease (increase) in accrued interest (19) (6) 33
Increase (decrease) in accounts
payable 35 (402) (487)
Increase (decrease) in accounts
payable - officer 274 (226) (308)
--------- --------- ---------
Net cash used by operating
activities (38,416) (9,092) (7,645)
CASH FLOWS FROM INVESTING
ACTIVITIES
Increase in organization
costs (745) - -
--------- --------- ---------
Net cash used by
investing activities (745) - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 190,685 - -
Deferred offering costs
paid (44,114) - -
Statutory escrow contribution (102,175) - -
--------- --------- ---------
Net cash provided (used)
by financing activities 44,396 - -
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 5,235 (9,092) (7,645)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 14,327 25,818
--------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 5,235 $ 5,235 $ 18,173
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
[FN]
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1996
1. Management's representation of interim financial information
------------------------------------------------------------
The accompanying financial statements have been prepared by Fi-Tek V, Inc.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by
such rules and regulation, and management believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements include all adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and reoccurring nature.
These financial statements should be read in conjunction with the audited
financial statements at August 31, 1995.
2. Letter of Intent
------------------------------------------------------------
On November 27, 1995, the Company entered into a letter of intent to acquire
in a reverse acquisition Teleview Research, Inc. ("Teleview"), a Los Gatos,
California-based manufacturer of board-level video cameras, including chip sets
providing both digital and analog signal processing that support these cameras
and related imaging and camera technologies. While the letter of intent expired
during the quarter ended February 29, 1996, negotiations are ongoing. A formal
agreement has not been entered into and there can be no assurance that such a
binding agreement will be entered into or, even should the Company enter into
such an agreement, that the acquisition will be consummated.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
The Company completed the initial public offering of its securities in
January of 1992, receiving gross proceeds of $172,685 (including proceeds
from the sale of warrants to the underwriter of the offering). Total costs
of the offering amounted to $44,114. The net proceeds of the offering,
therefore, amounted to $128,571. Pursuant to the Colorado Securities Act
and based upon actual and estimated offering costs, $102,175 of that amount
was deposited into escrow. By law, funds may not be released from the
escrow until such time as the Company shall devote to an identified business
an amount equal to or greater than 50% of the gross proceeds of the offering.
After subtracting the portion of offering proceeds that was deposited
into escrow, the Company received remaining net proceeds of $26,396. That
amount, therefore, represented the only offering proceeds that would be
available for use by the Company prior to the release of funds from escrow.
The Company had liquid cash assets of $5,235 as of May 31, 1996.
The Company did not, prior to the fourth anniversary of the effective date
of the prospectus July 10, 1991, enter into any arrangement to satisfy the
condition to release the escrowed funds. Accordingly, in July 1995, management
distributed the escrowed funds to the holders of Shares on a pro rata basis.
Management anticipates that the Company's current liquid capital resources
will be applied in the coming twelve months to three purposes. The first
purpose will be to meet the Company's reporting obligations under the
Securities Exchange Act of 1934, as amended. The second purpose will be to
cover general and administrative expenses. The third purpose will be to
cover the expenses associated with searching for and investigating business
opportunities, including those associated with the proposed acquisition of
Teleview Research, Inc., with which the Company entered into a letter of intent
effective November 27, 1995. The Company anticipates that its current
resources will be adequate for those purposes for at least the coming year.
Except as described in the preceding paragraph, the Company anticipates
that its capital needs will be minimal until it shall have identified a business
opportunity with which to combine. In pursuing a combination transaction, the
Company is likely to incur significant additional expenses. The Company expects
to meet such expenses with its current liquid capital resources, but if the
funds available for use by the Company prove inadequate, the Company will
seek to meet such expenses by seeking to have payment of them deferred until
after the combination shall have been consummated or, in the alternative, by
obtaining loans or other capital contributions from the Company's founding
stockholders.
8
<PAGE>
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds from its public
offering and a minimal amount of inside capitalization funds. At
May 31, 1996 (quarter end), the Company had current assets of $5,254 and
total assets of $5,254. These figures compare to $18,201 in current assets
and $120,376 in total assets at May 31, 1995, the total assets in the latter
periods consisting primarily of restricted cash deposited in escrow pursuant
to the Colorado Securities Act, which was distributed to shareholders in the
fourth quarter of fiscal 1996. The decreases in current and total
assets from the quarter ended May 31, 1995 to the comparable period in 1996
are attributable to the fact that the Company's expenses during the quarter
ended May 31, 1996 exceeded the Company's receipt during that quarter of
interest earned on cash balances.
The Company continues to carry out its plan of business, identifying and
evaluating acquisition candidates. The Company cannot predict to what extent
its liquidity and capital resources will be diminished prior to the
consummation of a business combination or whether its capital will be further
depleted by the operating losses, if any, of the business entity which the
Company eventually acquires.
Results of Operations
Since completing its public offering and during the fiscal quarter ended
May 31, 1996, the Company has engaged in no significant operations other than
the search for, and identification and evaluation of, possible acquisition
candidates. Other than interest income of $26 and $980, respectively no
revenues were received by the Company during the quarters ended May 31, 1996
and 1995. No other revenues, except interest income of $13,005, have been
received by the Company since inception. The Company experienced a net loss
of $1,314 and $533, respectively, during the quarters ended May 31, 1996
and 1995. This increase in net loss is attributable primarily to lessened
interest earned on the bank accounts due to the return of the majority of the
funds back to the shareholders of record.
For the current fiscal year, the Company anticipates an increased net loss
owing to expenses associated primarily with compliance with reporting
requirements and with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues other than interest income,
and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED MARCH 31, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> MAy-31-1996
<CASH> 5235
<SECURITIES> 0
<RECEIVABLES> 19
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5254
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5254
<CURRENT-LIABILITIES> 309
<BONDS> 0
0
0
<COMMON> 300
<OTHER-SE> 4654
<TOTAL-LIABILITY-AND-EQUITY> 5254
<SALES> 0
<TOTAL-REVENUES> 26
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1340
<LOSS-PROVISION> (1314)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1314)
<INCOME-TAX> (1314)
<INCOME-CONTINUING> (1314)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1314)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
