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 November 30, 1998
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)
5330 East 17th Ave Parkway, Denver, Colorado 80220
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 394-1187
________________________________________________________________________________
(Registrant's telephone number, including area code)
________________________________________________________________________________
(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 November 30 1998
___________________ ___________________
Common Stock, par value $0.00001 per share 30,977,800
Transitional Small Business Disclosure Format
Yes No X
___ ___
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
(a) The unaudited financial statements of registrant for the three
months ended November 30, 1998, follow. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.
FI-TEK V, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
November 30, 1998
(Unaudited)
<PAGE>
CONTENTS
ACCOUNTANTS' REPORT ...................................... 1
BALANCE SHEET ............................................ 2
STATEMENTS OF OPERATIONS ................................. 3
STATEMENTS OF CASH FLOWS ................................. 4
NOTES TO THE FINANCIAL STATEMENTS ........................ 5
<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 November 30, 1998, 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.
Denver, Colorado
January 6, 1999
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
BALANCE SHEET
November 30, 1998
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,197
--------
Total current assets 2,197
--------
TOTAL ASSETS $ 2,197
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 516
Accounts payable - related party 107
--------
Total current liabilities 623
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; 30,977,800 shares issued
and outstanding 310
Additional paid-in capital 50,086
Deficit accumulated during the
development stage (48,822)
--------
Total stockholders' equity 1,574
________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,197
========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Period
August 12, 1989 For the three For the three
(Inception) months ended months ended
to November November 30, November 30,
30, 1998 1998 1997
------------- ------------- -------------
REVENUES
Investment income $ 13,079 $ - $ -
EXPENSES
General and admistrative 61,156 1,346 204
Amortization 745 - -
------------- ----------- -----------
Total expenses 61,901 1,346 204
------------- ----------- -----------
NET LOSS (48,822) (1,346) (204)
Accumulated deficit
Balance,
beginning of period - (47,476) (44,153)
------------- ----------- -----------
Balance,
end of period $ (48,822) $ (48,822) $ (44,357)
============= =========== ===========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL)
============= =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 25,835,376 30,823,954 29,977,800
============= =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Period For the For the
August 3, three three
1989 months months
(Inception) ended ended
to November Novemeber November
30, 1998 30, 1998 30, 1997
------------ ---------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (48,822) $ (1,346) $ (204)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 745 - -
Increase in accounts
payable 516 389 53
Increase (decrease) in accounts
payable - related party 107 21 (174)
------------ ---------- ---------
Net cash used by
operating activities (47,454) (936) (325)
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 196,685 3,000 -
Deferred offering costs
paid (44,114) - -
Statutory escrow contribution (102,175) - -
------------ ---------- ---------
Net cash provided
by financing activities 50,396 3,000 -
------------ ---------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 2,197 2,064 (325)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 133 622
------------ ---------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,197 $ 2,197 $ 297
============ ========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
[FN]
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1998
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 regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the 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 recurring nature.
These financial statements should be read in conjunction with the audited
financial statements at August 31, 1998.
5
<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 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 the 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 has liquid cash assets of $2,197 as of November 30, 1998.
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. 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.
<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, a minimal amount of inside capitalization funds. At November 30,
1998 (quarter end), the Company had current assets of $2,197 and total assets
of $2,197. These figures compare to $297 in current assets and $297 in total
assets at November 30, 1997, the total assets for the periods consisting of
cash. The increase in current and total assets from the quarter ended November
30, 1997 is attributable to the sale of stock to existing shareholders for
additional capital to cover current expenses, mostly incurred to comply with
reporting standards.
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
November 30, 1998, the Company has engaged in no significant operations other
than the search for, and identification and evaluation of possible acquisition
candidates. No revenues were received by the Company during the quarters ended
November 30, 1998 and 1997. No other revenues, except interest income of
$13,079, have been received by the Company since inception. The Company
experienced a net loss of $1,346 and $204, respectively, during the quarters
ended November 30, 1998 and 1997. This increase in net loss is attributable
primarily to timing differences in the payment of costs related to the filing of
the Company's Form 10K SB and federal and state tax returns.
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, and may continue to
operate at a loss after completing a business combination, depending upon the
performance of the acquired business.
<PAGE>
Year 2000 issues are not currently material to the Company's business,
operations or financial condition, and the Company does not currently anticipate
that it will incur any material expenses to remediate Year 2000 issues it may
encounter. However, Year 2000 issues may become material to the Company
following its completion of a business combination transaction. In the event,
the company will be required to adopt a plan and a budget for addressing such
issues.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has caused this report to be signed on its behalf by the undersigned
duly authorized person.
Date: January 11, 1999 Fi-Tek V, Inc.
By: /s/ Ronald J. Miller
Ronald J. Miller
Chief Financial Officer
<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 NOVEMEBER 30, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> NOV-30-1998
<CASH> 2,197
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,197
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,197
<CURRENT-LIABILITIES> 623
<BONDS> 0
0
0
<COMMON> 310
<OTHER-SE> 1,264
<TOTAL-LIABILITY-AND-EQUITY> 2,197
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,346
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,346)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,346)
<EPS-PRIMARY> (.001)
<EPS-DILUTED> (.001)
</TABLE>