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 December 31, 1998
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)
300 High Street Denver, Colorado 80218
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 778-7443
________________________________________________________________________________
(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 December 31, 1998
___________________ ____________________
Common Stock, par value $0.00001 per share 29,017,500
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 December 31, 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 VII, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
(Unaudited)
<PAGE>
CONTENTS
ACCOUNTANTS' REPORT ...................................... 1
BALANCE SHEET ............................................ 2
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT ......... 3
STATEMENTS OF CASH FLOWS ................................. 4
NOTES TO THE FINANCIAL STATEMENTS ........................ 5
<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 December 31, 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
February 11, 1999
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,757
--------
Total current assets 11,757
--------
TOTAL ASSETS $ 11,757
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 96
Accounts payable - related party 172
--------
Total current liabilities 268
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 (26,888)
--------
Total stockholders' equity 11,489
________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,757
========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Period July
12, 1990
(Inception) For the three months For the six months
to December ended December 31, ended December 31,
31, 1998 1998 1997 1998 1997
---------- ---------- ---------- ---------- ----------
REVENUES
Investment income $ 12,835 $ 58 $ 71 $ 123 $ 169
EXPENSES
Legal and accounting 25,925 1,940 1,973 1,940 1,973
Office expense 4,757 75 103 165 239
Transfer agent 3,373 146 147 346 297
Taxes and licenses 2,162 - - - -
Officer compensation 3,000 - - - -
Amortization 500 - - - -
Bank Charges 6 6 - 6 -
---------- ---------- ---------- ---------- ----------
Total expenses 39,723 2,167 2,223 2,457 2,509
---------- ---------- ---------- ---------- ----------
NET LOSS (26,888) (2,109) (2,152) (2,334) (2,340)
Accumulated deficit
Balance,
beginning of period - (24,779) (20,869) (24,554) (20,681)
---------- ---------- ---------- ---------- ----------
Balance,
end of period $ (26,888) $ (26,888)$ (23,021) (26,888) (23,021)
========== ========== ========== ========== ==========
NET LOSS PER SHARE $ (NIL) $ (NIL)$ (NIL)$ (NIL)$ (NIL)
========== ========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 26,840,803 29,017,500 29,017,500 29,017,500 29,017,500
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Period For the For the
July 12, six six
1990 months months
(Inception) ended ended
to December December December
31, 1998 31, 1998 31, 1997
------------ ---------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (26,888) $ (2,334) $ (2,340)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 500 - -
Decrease in accounts receivable - - 250
Increase (decrease) in accounts
payable 96 (452) (3)
Increase (decrease) in accounts
payable - related party 172 - (65)
------------ ---------- ---------
Net cash used by
operating activities (26,120) (2,786) (2,158)
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) - -
Loans from shareholders 4,000 - -
Repayment of loans from
shareholders (4,000) - -
------------ ---------- ---------
Net cash provided
by financing activities 38,377 - -
------------ ---------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 11,757 (2,786) (2,158)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 14,543 17,750
------------ ---------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 11,757 $ 11,757 $ 15,592
============ ========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
[FN]
<PAGE>
Fi-Tek VII, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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 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 June 30, 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 October
of 1992, receiving gross proceeds of $160,390 (including proceeds from the sale
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 of 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 December 31, 1998, the Company had total liquid
capital resources (cash) of $11,757.
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 and distribution of
escrowed funds in April 1996. At December 31, 1998 (quarter end), the
Company had current assets of $11,757 and total assets of $11,757. These
figures compare to $15,592 in current assets and $15,592 in total assets at
December 31, 1997, the total assets for the period ended December 31, 1997
and 1998 consist of 11,757 and $15,592 of unrestricted cash. The decreases in
current and total assets from the quarter ended December, 1997 to the
comparable period in 1998 are attributable the Company's operating expenses
during the quarter ended December 31, 1998, which exceeded the Company's
receipt of interest earned on cash balances during the quarter.
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
December 31, 1998, 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 $58 and $71, respectively no
revenues were received by the Company during the quarters ended December 31,
1998 and 1997. No other revenues, except interest income of $12,835, have been
received by the Company since inception. The Company experienced a net loss
of $2,109 and $2,152, respectively, during the quarters ended December 31, 1998
and 1997. This decrease in net loss is attributable primarily to timing
differences in the payment of costs related to the various filing requirements
of the Company.
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
<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: February 15, 1999 Fi-Tek VII, Inc.
By: /s/ Ronald J. Miller
Ronald J. Miller
Principal 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 December 31, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 11757
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11757
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11757
<CURRENT-LIABILITIES> 268
<BONDS> 0
0
0
<COMMON> 290
<OTHER-SE> 11199
<TOTAL-LIABILITY-AND-EQUITY> 11757
<SALES> 0
<TOTAL-REVENUES> 58
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2167
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2109)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2109)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
