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 February 28, 1999
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 February 28, 1999
___________________ ___________________
Common Stock, par value $0.00001 per share 31,477,800
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 February 28, 1999, 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
February 28, 1999
(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 February 28, 1999, and the related statements of operations,
and cash flows for the period then ended were not auditedby us and,
accordingly, we do not express an opinion on them.
Denver, Colorado
April 2, 1999
/S/ COMISKEY & COMPANY
PROFESSIONAL CORPORATION
<PAGE>
Fi-Tek V, Inc.
(A Development Stage Company)
BALANCE SHEET
February 28, 1999
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,558
--------
Total current assets 2,558
--------
TOTAL ASSETS $ 2,558
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 266
Accounts payable - related party 107
--------
Total current liabilities 373
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; 31,477,800 shares issued
and outstanding 315
Additional paid-in capital 53,081
Deficit accumulated during the
development stage (51,211)
--------
Total stockholders' equity 2,185
________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,558
========
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> <C> <C>
Period For the three For the six
August 3, 1989 months ended months ended
(Inception) February 28, February 28,
to February ------------------- -------------------
28, 1999 1999 1998 1999 1998
------------ -------- -------- -------- --------
REVENUES
Investment income $ 13,079 $ - $ - $ - $ -
EXPENSES
General and admistrative 63,545 2,389 1,705 3,735 1,909
Amortization 745 - - - -
----------- -------- -------- -------- --------
Total expenses 64,290 2,389 1,705 3,735 1,909
----------- -------- -------- -------- --------
NET LOSS (51,211) (2,389) (1,705) (3,735) (1,909)
Accumulated deficit
Balance,
beginning of period - (48,822) (44,357) (47,476) (44,153)
----------- -------- -------- -------- --------
Balance,
end of period $ (51,211) $(51,211) $(46,062) $(51,211) $(46,062)
=========== ======== ======== ======== ========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
=========== ======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 25,971,336 31,050,022 30,050,405 30,721,635 30,050,405
=========== ========== ========== ========== ==========
</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, six six
1989 months months
(Inception) ended ended
to Febuary Febuary Febuary
28, 1999 28, 1999 28, 1998
------------ ---------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (51,211) $ (3,735) $ (1,909)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 745 - -
Increase in accounts
payable 266 139 22
Increase (decrease) in accounts
payable - related party 107 21 (199)
------------ ---------- ---------
Net cash used by
operating activities (50,093) (3,575) (2,086)
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 199,685 6,000 3,000
Deferred offering costs
paid (44,114) - -
Statutory escrow contribution (102,175) - -
------------ ---------- ---------
Net cash provided
by financing activities 53,396 6,000 3,000
------------ ---------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 2,558 2,425 914
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 133 622
------------ ---------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,558 $ 2,558 $ 1,536
============ ========== =========
</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
February 28, 1999
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.
2. Stockholder's Equity
--------------------
For the quarter and six months ended February 28, 1999 the company sold 500,000
and 1,000,000 shares of common stock, respectively, to two existing shareholders
for $0.006 per share.
3. Subsequent Events
-----------------
By letter of intent dated March 10, 1999, the Company and Laidlaw Holdings,
Inc., a New York based investment banking firm, established their intention to
enter into a business combination whereby the shareholders of Laidlaw Holdings
would acquire a controlling interest in the Company through the transfer of
their interest in Laidlaw Holdings to the Company. The parties are currently
negotiating the terms of a definitive agreement. Even if a definitive agreement
is signed, there can be no assurance that the closing of the contemplated
transaction will ever be consummated.
In connection with the paragraph above, on March 29, 1999, the Company issued
200,000 shares of common stock to Robert Neece for legal services in
anticipation of the closing.
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 $2,558 as of February 28, 1999.
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 February 28,
1999 (quarter end), the Company had current assets of $2,558 and total assets
of $2,558. These figures compare to $1,536 in current assets and $1,536 in
total assets at February 28, 1998, the total assets for the periods consisting
of cash. The increase in current and total assets from the quarter ended
February 28, 1998 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
February 28, 1999, 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
February 28, 1999 and 1998. No other revenues, except interest income of
$13,079, have been received by the Company since inception. The Company
experienced a net loss of $2,389 and $1,705, respectively, during the quarters
ended February 28, 1999 and 1998. 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 5. By the letter of intent dated March 10, 1999, the Company and Laidlaw
Holdings, Inc. a New York based investment banking firm, established their
intention to enter into a business combination whereby the shareholders of
Laidlaw Holding would acquire a controlling interest in the Company through the
transfer of their interest in Laidlaw Holdings to the Company. The parties are
currently negotiating the terms of a definitive agreement. Even if a
definitive agreement is signed, there can be no assurance that the closing of
the contemplated transaction will ever be consummated.
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: April 7, 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 February 28, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> FEB-28-1999
<CASH> 2,558
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,558
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,558
<CURRENT-LIABILITIES> 373
<BONDS> 0
0
0
<COMMON> 315
<OTHER-SE> 1,870
<TOTAL-LIABILITY-AND-EQUITY> 2,558
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,389
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,389)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,389)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
