CONFORMED COPY
FORM 10-Q SB
U.S. 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 September 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-37514-D
FI-TEK VII, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 84-1148206
_____________________________ _________________________________
(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 November 7, 1997
___________________ ___________________
Common Stock, par value $.00001 per share 29,017,500
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 VII, Inc.
The accompanying balance sheet of Fi-Tek VII, Inc. (a development stage
company), as of September 30, 1997, 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
November 11, 1997
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
3
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 1997
ASSET
CURRENT ASSETS
Cash and cash equivalents $ 17,947
--------
Total current assets 17,947
--------
TOTAL ASSETS $ 17,947
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 50
Accounts payable - related party 389
--------
Total current liabilities 439
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 20,000,000
shares authorized; no shares issued and
outstanding -
Common stock, $0.00001 par value; 500,000,000
shares authorized; 29,017,500 shares issued
and outstanding 290
Additional paid-in capital 38,087
Deficit accumulated during the
development stage (20,869)
---------
Total stockholders' equity 17,508
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,947
========
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<S> <C> <C> <C>
Period
July 12, Three Three
1990 Months Months
(Inception) ended ended
to September September September
30, 1997 30, 1997 30, 1996
---------- ---------- ---------
REVENUES
Investment income $ 12,505 $ 98 $ 113
EXPENSES
Legal and accounting 20,999 - -
Office expense 4,174 136 117
Transfer agent 2,389 - 150
Taxes and licenses 2,162 - -
Officer compensation 3,150 150 -
Amortization 500 - -
-------- -------- --------
Total expenses 33,374 286 267
-------- -------- --------
NET LOSS (20,869) (188) (154)
Accumulated deficit
Balance, beginning of period - (20,681) (17,060)
-------- -------- --------
Balance, end of period $ (20,869) $ (20,869) $ (17,214)
======== ======== ========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL)
======== ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 26,473,954 29,017,500 29,017,500
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C>
Period
July 12, Three Three
1990 Months Months
(Inception) ended ended
to September September September
30, 1997 30, 1997 30 1996
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (20,869) $ (188) $ (154)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 500 - -
Decrease in accounts
Receivable - 250 -
Increase (decrease) in accounts
payable 50 - -
Increase (decrease) in accounts
payable - related party 389 135 117
--------- --------- ---------
Net cash used by operating
activities (19,930) 197 (37)
CASH FLOWS FROM INVESTING
ACTIVITIES
Increase in organization
costs (500) - -
--------- --------- ---------
Net cash used by
investing activities (500) - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 178,390 - -
Deferred offering costs
paid (46,335) - -
Statutory escrow contribution (93,678) - -
--------- --------- ---------
Net cash provided (used)
by financing activities 38,377 - -
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 17,947 197 (37)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 17,750 21,724
--------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 17,947 $ 17,947 $ 21,687
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
[FN]
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
1. Management's representation of interim financial information
------------------------------------------------------------
The accompanying financial statements have been prepared by Fi-Tek VII, 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 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 reoccurring nature.
These financial statements should be read in conjunction with the audited
financial statements at June 30, 1997.
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
October of 1992, receiving gross proceeds of $160,390 (including proceeds from
the sale of warrants to the underwriter of the offering). Total costs of the
offering amounted to $46,335. The net proceeds of the offering, therefore,
amounted to $114,055. Pursuant to the Colorado Securities Act and based upon
actual and estimated offering costs, $93,678 of that amount was deposited into
escrow. This escrowed amount was refunded, by law, effective as of the date
of the fourth anniversary for the prospectus (April 14, 1996), since the
Company failed to identify a suitable business acquisition during the four
year period after its public offering. At September 30, 1997, the Company had
total liquid capital resources (cash) of $17,947.
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.
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, a minimal amount of inside capitalization funds, and distribution of
escrowed funds in April 1996. At September 30, 1997 (quarter end), the
Company had current assets of $17,947 and total assets of $17,947. These
figures compare to $21,687 in current assets and $21,687 in total assets at
September 30, 1996, the total assets for the periods ended September 30, 1997
and 1996 consisted of unrestricted cash. The decreases in current and total
assets between the quarters ended September 30, 1997 and 1996 are attributable
to timing differences in the payment of the Company's operating expenses and
lower interest income during the quarter ended September 30, 1997 than in the
comparable quarter in the preceding year.
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 in October 1992, and during the
fiscal quarter ended September 30, 1997, 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
$98 and $113, respectively, no revenues were received by the Company during
the quarter ended September 30, 1997 and 1996. No other revenues, except
interest income of $12,505, have been received by the Company since inception.
The Company experienced a net loss of $188 and $154, respectively, during the
quarters ended September 30, 1997 and 1996. This decrease in net loss is
attributable primarily to a reduction in legal and accounting costs related to
the filing of the Company's Form 10-K SB and federal and state returns. These
costs will be charged to operations for 1996 in the second fiscal quarter..
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>
Signatures
Pursuant to the requirements of the Securities Act of 1934,a s amended,
the Registrant has caused this report to be signed on its behalf by the
duly authorized person.
Date : November 19, 1997 Fi-Tek VII, Inc.
By: /s/ Ronald J. Miller
------------------------
Ronald J. Miller
Principal Financial Officer
10
<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 SEPTEMBER 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 17947
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17947
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17947
<CURRENT-LIABILITIES> 439
<BONDS> 0
0
0
<COMMON> 290
<OTHER-SE> 17218
<TOTAL-LIABILITY-AND-EQUITY> 17947
<SALES> 0
<TOTAL-REVENUES> 98
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 286
<LOSS-PROVISION> (188)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (188)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (188)
<EPS-PRIMARY> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
