DEVELOPED TECHNOLOGY RESOURCE INC
10QSB, 1998-08-14
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                   FORM 10-QSB

- --------------------------------------------------------------------------------

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


     [ ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

     [X]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM NOVEMBER 1, 1997 TO DECEMBER 31, 1997


                         Commission File Number: 0-21394



                       DEVELOPED TECHNOLOGY RESOURCE, INC.
               (Exact name of issuer as specified in its charter)



             MINNESOTA                                    41-1713474
      State of Incorporation                  I.R.S. Employer Identification No.


                         7300 METRO BOULEVARD, SUITE 550
                             EDINA, MINNESOTA 55439
                      Address of Principal Executive Office


                                 (612) 820-0022
                            Issuer's Telephone Number



Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 __


As of August 7, 1998, there were 805,820 shares of the issuer's Common Stock,
$0.01 par value per share, outstanding.


<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.

                                      INDEX

           FOR THE TWO MONTH TRANSITION PERIOD ENDED DECEMBER 31, 1997


                                                                        PAGE NO.
                                                                        --------

PART I.     FINANCIAL INFORMATION

    ITEM 1.      CONDENSED UNAUDITED FINANCIAL STATEMENTS
                 Condensed Balance Sheets                                      3
                 Condensed Statements of Operations                            4
                 Condensed Statements of Cash Flows                            5
                 Notes to Condensed Financial Statements                       6

    ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS                           9


PART II.     OTHER INFORMATION

    ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS              12

    ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                             12


SIGNATURES                                                                    14


                                       2

<PAGE>


ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                  DECEMBER 31,          OCTOBER 31,
                                                                      1997                 1997
                                                                  ------------         ------------
                                                                  (Unaudited)
<S>                                                               <C>                  <C>         
Current Assets:
         Cash and cash equivalents                                $    284,526         $    311,441
         Receivables:
              Trade, net                                                80,820               97,939
              Sale of discontinued operations                          480,000              440,000
              FoodMaster International L.L.C. (FMI)                    371,801              579,582
              Other                                                        763                  714
         Note receivable                                               516,935                   --
         Prepaid and other current assets                               41,352               46,046
                                                                  ------------         ------------
              Total current assets                                   1,776,197            1,475,722

Furniture and Equipment, net                                            39,381               45,466

Investment in FMI                                                      834,917              788,785

Receivable from Sale of Discontinued Operations                             --               40,000
                                                                  ------------         ------------

                                                                  $  2,650,495         $  2,349,973
                                                                  ============         ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
         Accounts payable                                         $    257,938         $    100,269
         Accrued liabilities                                           147,337              124,838
         Deferred gain short-term                                      467,065              426,590
                                                                  ------------         ------------
              Total current liabilities                                872,340              651,697

Non-current Deferred Gain                                               38,986               80,675

Commitments and Contingencies                                               --                   --

Shareholders' Equity:
         Common stock                                                    7,908                7,908
         Additional paid-in capital                                  5,319,298            5,319,298
         Accumulated deficit                                        (3,588,037)          (3,709,605)
                                                                  ------------         ------------
              Total shareholders' equity                             1,739,169            1,617,601
                                                                  ------------         ------------

                                                                  $  2,650,495         $  2,349,973
                                                                  ============         ============
</TABLE>

               See accompanying notes to the financial statements.


                                       3

<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                   TWO MONTHS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                       1997              1996
                                                    ----------        ----------
                                                    (Unaudited)       (Unaudited)
<S>                                                 <C>               <C>       
Revenues:
     Sales                                          $  346,844        $  847,024
     Management fees from FMI joint venture            190,548                --
     Commissions and other income                        1,215             8,249
                                                    ----------        ----------
                                                       538,607           855,273
                                                    ----------        ----------
Cost and Expenses:
     Cost of sales                                     274,362           537,626
     Selling, general and administrative               206,004           329,119
                                                    ----------        ----------
                                                       480,366           866,745
                                                    ----------        ----------

Operating Income (Loss)                                 58,241           (11,472)

Other Income:
     Interest income, net                               17,194             8,214
     Equity in earnings of FMI joint venture            46,133                --
                                                    ----------        ----------

Income (Loss) before Minority Interest                 121,568            (3,258)

Minority Interest in Earnings of FoodMaster                 --           (28,982)
                                                    ----------        ----------

Net Income (Loss)                                   $  121,568        $  (32,240)
                                                    ==========        ==========



Net Income (Loss) per Common Share:
     Basic                                          $     0.15        $    (0.04)
                                                    ==========        ==========

     Diluted                                        $     0.11        $    (0.04)
                                                    ==========        ==========
</TABLE>

               See accompanying notes to the financial statements.


                                       4

<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                   TWO MONTHS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                         1997                1996
                                                                      ----------         ----------
                                                                      (Unaudited)        (Unaudited)
<S>                                                                   <C>                <C>        
OPERATING ACTIVITIES:
         Net Income (Loss)                                            $  121,568         $  (32,240)
         Adjustments to Reconcile Net Income (Loss)
              to Cash Provided by Operating Activities:
              Depreciation                                                 4,432             80,840
              Loss on sale of furniture and equipment                        688                 --
              Unrealized currency gain                                        --           (179,001)
              Minority interest in earnings of joint venture                  --             28,982
              Equity in earnings of FMI joint venture                    (46,132)                --

         Changes in Operating Assets and Liabilities:
              Receivables                                                    135             52,155
              Receivable from FMI joint venture                          207,781                 --
              Inventories                                                     --            (26,846)
              Prepaid and other current assets                             4,694            (17,642)
              Accounts payable and accrued liabilities                   180,168            (17,617)
              Deferred gains                                              (1,214)            92,671
              Customer deposits                                               --             23,791
                                                                      ----------         ----------
              Net cash provided by operating activities                  472,120              5,093
                                                                      ----------         ----------

INVESTING ACTIVITIES:
         Proceeds from Sale of Furniture and Equipment                     1,400                 --
         Purchases of Furniture and Equipment                               (435)          (236,925)
         Notes Receivable                                               (500,000)                --
         Advances to Joint Venture                                            --             88,438
         Deferred Acquisition Costs                                           --            (52,114)
                                                                      ----------         ----------
              Net cash used by investing activities                     (499,035)          (200,601)
                                                                      ----------         ----------

FINANCING ACTIVITIES:
         Principal Payments on Note Payable                                   --            (14,735)
                                                                      ----------         ----------
              Net cash provided/(used) by financing activities                --            (14,735)
                                                                      ----------         ----------

DECREASE IN CASH AND CASH EQUIVALENTS                                    (26,915)          (210,243)

CASH AND CASH EQUIVALENTS, Beginning of Period                           311,441            635,609
                                                                      ----------         ----------

CASH AND CASH EQUIVALENTS, End of Period                              $  284,526         $  425,366
                                                                      ==========         ==========
</TABLE>

               See accompanying notes to the financial statements.


                                       5

<PAGE>


                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Business
     Developed Technology Resource, Inc. (DTR or the Company) owns and manages
     food businesses in the countries of the former Soviet Union (fSU) through
     FoodMaster International L.L.C. (FMI), its joint venture with Agribusiness
     Partners International L.P. (API). FMI purchases dairy manufacturing
     facilities in the fSU and provides equipment and necessary capital. DTR
     manages the dairies and pursues future acquisitions for FMI. Using modern
     marketing techniques and packaging equipment, the dairies provide customers
     in the fSU better quality branded dairy products.

     In fiscal 1998 and 1997, DTR also sold equipment to various customers
     throughout the fSU.

     During fiscal 1998, DTR's 100% owned subsidiary, SXD, Inc., distributed
     X-ray tubes under an exclusive arrangement with a Russian manufacturer and
     held ownership interests in the coatings technology business of Phygen,
     Inc. and the cancer detection business of Armed. These operations were
     formerly operated by DTR in fiscal 1997.

     Basis of Presentation
     The interim financial statements of Developed Technology Resource, Inc.
     (DTR) are unaudited, but in the opinion of management, reflect all
     necessary adjustments for a fair presentation of the financial position, as
     well as, the results of operations and cash flows for the periods
     presented.

     On June 30, 1998, the Company decided to change its year end from October
     31 to December 31. As a result, this transition report on form 10-QSB shows
     the results for the two-month period of November and December 1997 and 1996
     to reflect the Company's new year end of December 31.

     From November 1996 through February 1997, the financial statements include
     the operations of DTR and FoodMaster Corporation (FoodMaster), DTR's 50%
     owned subsidiary in Almaty, Kazakhstan. All significant intercompany
     transactions and balances were eliminated in consolidation. On March 3,
     1997, DTR contributed its 50% ownership of FoodMaster to the FMI joint
     venture for a 40% ownership in FMI. Effective March 1997, DTR records its
     proportionate share of the net income or loss of FMI in the statement of
     operations as equity in earnings of FMI joint venture under the equity
     method of accounting. The excess of DTR's underlying equity in net assets
     of FMI over the carrying value of its investment is being amortized to
     income over 15 years.

     The results of operations for any interim period are not necessarily
     indicative of results for the full year. These financial statements should
     be read in conjunction with the Company's Annual Report and Notes thereto
     on Form 10-KSB for the year ended October 31, 1997 as filed with the
     Securities and Exchange Commission.

     Segment Reporting
     In June 1997, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS) No. 131, DISCLOSURES
     ABOUT SEGMENTS OF AND ENTERPRISE AND RELATED INFORMATION. This statement is
     effective for fiscal years beginning after December 15, 1997. The Company
     has not yet evaluated the full impact of the adoption of SFAS 131.

     Use of Estimates
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities at
     the date of the financial statements and reported amounts of revenues and
     expense during the reporting period. Actual results could differ from those
     estimates.


                                       6


                                       2
<PAGE>


     Reclassifications
     Certain reclassifications were made to the 1996 financial statements to
     present those financial statements on a basis comparable with the current
     year. The reclassifications had no effect on previously reported net loss
     or accumulated deficit.

2.   AK-BULAK OPTION
     Effective August 1996, the Company obtained an option to purchase 80% of
     Ak-Bulak, an inactive company which owned the other 50% of the FoodMaster
     joint venture. This purchase of 80% of Ak-Bulak would give DTR an
     additional 40% ownership of FoodMaster. To exercise the option, the Company
     agreed to pay certain pre-defined outstanding debts of Ak-Bulak, the other
     owner of FoodMaster, and to make capital improvements to the dairy owned by
     FoodMaster. As of March 2, 1997 and December 31, 1997, DTR had paid
     $171,774 and $48,054, respectively, in connection with the exercise of this
     option. On March 3, 1997, DTR contributed its 50% ownership in FoodMaster
     along with its option to acquire the additional 40% ownership to the FMI
     joint venture. FMI repaid DTR for all but $14,045 of the costs paid through
     March 2, 1997 to exercise the option (See Note 3).

3.   INVESTMENT IN FOODMASTER INTERNATIONAL L.L.C. (FMI)
     On March 3, 1997, DTR and API established the FMI joint venture, to acquire
     and operate dairies in the former Soviet Union. DTR contributed to FMI its
     50% ownership in FoodMaster, the Ak-Bulak option (See Note 2) and its
     opportunities for a future acquisition of a dairy in Moldova. API agreed to
     fund $2.945 million to further develop the dairy operations in Kazakhstan
     and Moldova and to provide an additional $3.055 million over two years to
     expand FMI. By December 31, 1997, API contributed $3.45 million of its $6
     million commitment to FMI. Under the agreement, API currently owns 60% and
     DTR owns 40% of FMI. However, DTR has a right to earn a greater ownership
     interest of FMI by achieving certain defined performance targets based on
     returns to API. Effective March 1997, DTR records its proportionate share
     of the net income or loss of FMI in the statement of operations as equity
     in earnings of FMI joint venture under the equity method of accounting.

     DTR also entered into a management agreement with FMI, whereby DTR manages
     the day to day operations of FMI and the dairy operations owned by FMI, and
     pursues future dairy acquisitions for FMI for a management fee. The Company
     recorded management fee income of $190,548 and $0 for the two months ended
     December 31, 1997 and 1996, respectively, in accordance with its management
     agreement with FMI.

     Summarized financial information from the unaudited financial statements of
     FMI carried on the equity basis is as follows:

<TABLE>
<CAPTION>
                                                                              December 31, 1997
                                                                              -----------------
<S>                                                                            <C>           
     Current assets                                                            $    4,324,095
     Total assets                                                                  10,996,453
     Noncurrent liabilities                                                           948,877
     Shareholders' equity                                                           7,076,567
     DTR's share of FMI 's equity                                                   2,830,627
     DTR's carrying value of FMI's equity                                             834,917

                                                                               Two Months Ended
                                                                              December 31, 1997
                                                                              -----------------
     Sales                                                                     $    2,168,944
     Gross loss                                                                       (97,687)
     Net income                                                                        24,391
     DTR's share of FMI's loss before adjustment of DTR's excess
        of net equity over carrying value of the investment                             9,756
     DTR's share of equity in earnings of FMI joint venture after adjustment           46,132

</TABLE>

                                       7

<PAGE>


4.   STOCK ACTIVITY
     On November 6, 1997, the Board of Directors adopted the 1997 Outside
     Directors Stock Option Plan, superseding the 1993 Outside Directors Stock
     Option Plan. In exchange for the surrender of all stock options previously
     granted to the outside directors, the Board granted stock options of 15,000
     shares of common stock to the two current outside directors at an exercise
     price of $1.50 per share, which was equal to the market price on the grant
     date. As of December 31, 1997, none of the 30,000 issued options were
     exercised.

     In December 1996, 48,190 shares of common stock were redeemed in exchange
     for the satisfaction of a $29,035 account receivable owed by a former
     employee.

5.   NET INCOME (LOSS) PER COMMON SHARE
     Effective November 1, 1997, DTR adopted Statement of Financial Accounting
     Standards (SFAS) No. 128, EARNINGS PER SHARE. Under this new standard,
     basic net income (loss) per share is computed by dividing net income (loss)
     by the weighted average number of common shares outstanding. Diluted net
     income (loss) per share includes the dilutive effect of shares which would
     be issued upon the exercise of outstanding stock options and warrants,
     reduced by the number of shares which are assumed to be purchased by the
     Company from the resulting proceeds at the average market price during the
     period.

     For the two months ended December 31,              1997           1996
                                                     ----------     ----------
     Numerator:
       Net income (loss)                             $  121,568     $  (32,240)
                                                     ==========     ==========
     Denominator:
       Weighted average shares for basic earnings       790,820        821,630
       Dilutive effect of stock options and warrants    282,945             --
                                                     ----------     ----------
       Weighted average shares for diluted earnings   1,073,765        821,630
                                                     ----------     ----------
     Net income (loss) per share - Basic             $     0.15     $    (0.04)
                                                     ==========     ==========
     Net income (loss) per share - Diluted           $     0.11     $    (0.04)
                                                     ==========     ==========

     Options and warrants to purchase 53,333 shares of common stock as of
     December 31, 1997 were not included in the computation of diluted earnings
     per share because their exercise prices were greater than the average
     market price of the common shares and, therefore, their inclusion would be
     antidilutive. For the two months ended December 31, 1996, options and
     warrants of 578,501 were not included in the computation of diluted
     earnings per share because there was a net loss for the period and their
     inclusion would be antidilutive.

6.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Non-cash operating and investing activities:
     In December 1996, the Company redeemed 48,190 shares of common stock in
     exchange for the satisfaction of a $29,035 account receivable owed by a
     former employee.

     The non-cash effects of this transactions has been removed from the
     appropriate categories in the operating and investing section of the
     Company's Statements of Cash Flows for the two months ended December 31,
     1996.

     Supplemental cash flow information:
     For the two months ended December 31,           1997              1996
     -------------------------------------      -------------      ------------
     Cash paid for:
         Interest                               $          --      $         --
         Taxes                                  $          --      $         --


                                       8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Statements other than current or historical information included in
this Management's Discussion and Analysis and elsewhere in this Form 10-QSB, in
future filings by Developed Technology Resource, Inc. (the Company or DTR) with
the Securities and Exchange Commission and in DTR's press releases and oral
statements made with the approval of authorized executive officers, should be
considered "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. DTR wishes to caution the reader not to place undue
reliance on any such forward-looking statements.

         On March 3, 1997, DTR and API established the FMI joint venture to
acquire and operate dairies in the former Soviet Union. DTR contributed to FMI
its 50% ownership in FoodMaster, the Ak-Bulak option and its opportunities for a
future acquisition of a dairy in Moldova. API agreed to fund $2.945 million to
further develop the dairy operations in Kazakhstan and Moldova and to provide an
additional $3.055 million over two years to expand FMI. By December 31, 1997,
API contributed $3.45 million of its $6 million commitment to FMI. Under the
agreement, API currently owns 60% of FMI. DTR owns 40% of FMI. However, DTR has
a right to earn a greater ownership interest of FMI by achieving certain defined
performance targets based on returns to API. Effective March 1997, DTR records
its proportionate share of the net income or loss of FMI in the statement of
operations as equity in earnings of FMI joint venture under the equity method of
accounting.

         In November 1997, DTR's Board of Directors voted to establish a
wholly-owned subsidiary company called SXD, Inc. with a contribution of $800,000
in cash and receivables. SXD owns and operates DTR's x-ray tube distribution
business, ownership interests in the coating technology business of Phygen,
Inc., and the cancer detection business of Armed.


RESULTS OF OPERATIONS

REVENUES

         The Company generated total revenues of $538,607 in the two months
ended December 31, 1997 compared to total revenues of $855,273 as of December
31, 1996. This 37% decrease in revenues is the result of the change from the
consolidated method of reporting joint venture operating results to the equity
method as discussed above. The decrease in revenues was offset by management fee
income of $190,548 in 1997 which was not in effect in 1996.

         Sales for the two months ended December 31, 1997 and 1996 totaled
$346,844 and $847,024, respectively. Sales resulted from three areas within DTR
- - dairy operations of FoodMaster (until February 1997 only), equipment sales,
and x-ray tube sales.

         In the two months of 1997, the dairy operations of FoodMaster are no
longer reported on a consolidated basis with DTR due to the transfer of
FoodMaster to FMI. The dairy operations of FoodMaster are consolidated in the
financial statements of FMI, and DTR recognizes 40% of FMI's income or loss as
equity in earnings of FMI joint venture in DTR's Statements of Operations.
FoodMaster sales from November 1996 through December 1996 were $809,511 or 95.6%
of DTR's total sales for the two months ended December 31, 1996.


                                       9

<PAGE>


         Sales of food packaging equipment were $279,644 (80.6%) of total sales
in the two months ended December 31, 1997. There were no sales of equipment in
the final two months of 1996. Sales of equipment occur sporadically throughout
the year. Therefore, no equipment sales occurred in the final two months of
1996.

          Sales of x-ray tubes by SXD Inc., DTR's 100% owned subsidiary,
increased to $67,200 in the two months of 1997 from $37,800 in the two months of
1996. The increase occurred due to the timing and quantity of orders during this
period in 1997. Management does not expect the current year annual sales to
increase significantly above that of the prior year.


COST OF SALES

         Cost of sales for the two months ended December 31, 1997 and 1996 were
$274,362 and $537,626, respectively. This 49% decrease in cost of sales is the
result of the change in accounting methods discussed above. Cost of sales
reflects the cost of manufacturing the dairy products of FoodMaster for the
final two months in 1996, and the cost of purchasing food packaging equipment
and x-ray tubes.

         There is no cost of sales reflected for FoodMaster in the final two
months of 1997. FoodMaster cost of sales was $501,055 or 61.9% of FoodMaster
sales for the final two months of 1996.

         Cost of sales on equipment sales was $216,762 resulting in a gross
profit of $62,882 or 22.5% in fiscal 1998. X-ray tubes cost $57,600 and $32,900
in the first quarter of fiscal 1998 and 1997, respectively. Gross profit
remained consistent with a 13% to 14% margin received on sales. Management does
not expect these trends to change significantly.


SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative expenses for the two months ended
December 31, 1997 were $206,004 compared to $329,119 for the two months ended
December 31, 1996. During the two months of 1996, FoodMaster operations
comprised $260,859 of the $329,119 SG&A expenses. Therefore, the Company's other
SG&A expenses in 1996 excluding the FoodMaster operations was $68,260. The
$137,744 increase in SG&A expenses excluding FoodMaster operations is the result
of DTR hiring additional employees and consultants and increasing their travel
to manage the dairy operations of FMI. However, these costs are offset by the
management fees billed to FMI as discussed above under REVENUES.


LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

         DTR increased its cash provided by operating activities to $472,120 in
the final two months of 1997 compared to cash provided of $5,093 in the final
two months of 1996. In November and Decmeber 1997, a majority of the operating
expenses were reimbursed in accordance with the management agreement between DTR
and FMI. Additionally, they do not reflect FoodMaster's operations which
significantly affected the use of cash in November and December 1996.


                                       10

<PAGE>


INVESTING ACTIVITIES

         In the two months ended December 31, 1997, DTR's 100% owned subsidiary,
SXD, Inc. used $500,000 of its excess cash to invest in a note receivable from
an unaffiliated private company. In the final two months of 1996, DTR paid out a
net $200,601 for additional equipment purchases and as part of the requirement
to exercise its option to purchase 80% of Ak-Bulak, its inactive 50% partner in
the FoodMaster joint venture.


FINANCING ACTIVITIES

         DTR's FoodMaster operations obtained $70,910 in bank financing by
October 31, 1996 and began to make principal payments on this note in the first
quarter of fiscal 1997. FoodMaster made total principal payments of $14,735 on
its bank note payable during the period from November 1996 to December 1996.



         Based on current projections, the Company believes there will be
sufficient working capital and liquidity to fund its current operations through
fiscal 1998. Management is continually looking for new areas of investment and
expansion for its subsidiaries FMI and SXD.


                                       11

<PAGE>


PART II. OTHER INFORMATION


         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         No matters were submitted to a vote of the shareholders during the two
months ended December 31, 1997.


         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                  The following new Exhibits are filed as part of this Form
         10-QSB:

                  (a) List of Exhibits

                           27      Financial Data Schedule

                  (b) Reports on Form 8-K

                           One report on Form 8-K was filed by Developed
                           Technology Resource, Inc. on December 23, 1997. There
                           were no other reports on Form 8-K filed during the
                           two months ended December 31, 1997.


                                       12

<PAGE>


                                  EXHIBIT INDEX

The following Exhibits are filed as part of this Form 10-QSB:

       No.      EXHIBIT DESCRIPTION
       ---      -------------------

       27       Financial Data Schedule (8)


                                       13

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                               DEVELOPED TECHNOLOGY RESOURCE, INC.

Date: August 12, 1998          By     /s/ John P. Hupp
                                  -----------------------------------
                               Name:  John P. Hupp
                               Title: President


Date: August 12, 1998          By     /s/ LeAnn H. Davis
                                  -----------------------------------
                               Name:  LeAnn H. Davis, CPA
                               Title: Chief Financial Officer
                                      (Principal Financial & Accounting Officer)


                                       14


<TABLE> <S> <C>


<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   2-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                         284,526
<SECURITIES>                                         0
<RECEIVABLES>                                1,460,827
<ALLOWANCES>                                    10,508
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,776,197
<PP&E>                                         143,337
<DEPRECIATION>                                 103,956
<TOTAL-ASSETS>                               2,650,495
<CURRENT-LIABILITIES>                          872,340
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         7,908
<OTHER-SE>                                   1,731,261
<TOTAL-LIABILITY-AND-EQUITY>                 2,650,495
<SALES>                                        346,844
<TOTAL-REVENUES>                               538,607
<CGS>                                          274,362
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