19
FORM 10-QSB
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 March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
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 No X
As of October 29, 1999, 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 Quarter Ended March 31, 1999
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 10
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 17
<PAGE>
ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS
DEVELOPED TECHNOLOGY RESOURCE, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
1999 1998
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 25,598 $ 5,412
Receivables:
Trade, net 50,569 129,169
Sale of discontinued operations 200,000 200,000
FoodMaster International LLC(FMI) 495,854 611,080
Other 16,000 4,000
Note receivable 600,000 600,000
Prepaid and other current assets 184,090 158,798
Total current assets 1,572,111 1,708,459
Furniture and Equipment, net 39,669 43,794
Investment in FMI 996,786 991,699
$2,608,566 $2,743,952
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 161,266 $ 241,458
Accrued liabilities 96,762 163,761
Deferred gain short-term 187,065 187,065
Total current liabilities 445,093 592,284
Non-current Deferred Gain 32,305 33,627
Total liabilities 477,398 625,911
Commitments and Contingencies -- --
Shareholders' Equity:
Common stock 8,058 8,058
Additional paid-in capital 6,114,920 5,956,323
Accumulated deficit (3,991,810) (3,846,340)
Total shareholders' equity 2,131,168 2,118,041
$2,608,566 $2,743,952
</TABLE>
See accompanying notes to the condensed financial statements.
<PAGE>
DEVELOPED TECHNOLOGY RESOURCE, INC.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Revenues:
Sales $ 48,900 $ 24,818
Management fees from FMI joint venture 313,210 293,832
Commissions and other income 1,322 1,322
363,432 319,972
Cost and Expenses:
Cost of sales 41,450 19,100
Selling, general and administrative 324,888 320,529
366,338 339,629
Operating Loss (2,906) (19,657)
Other Income(Loss):
Interest income, net 10,946 77,983
Equity in (loss)earnings of FMI
joint venture (153,510) 42,373
Net Income (Loss) $(145,470) $ 100,699
Net Income (Loss) per Common Share:
Basic $ (0.18) $ 0.13
Diluted $ (0.18) $ 0.09
</TABLE>
See accompanying notes to the condensed financial statements.
<PAGE>
DEVELOPED TECHNOLOGY RESOURCE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) $ (145,470) $ 100,699
Adjustments to Reconcile Net Income (Loss)
to Cash Provided(Used) by Operating Activities:
Depreciation 2,811 4,385
Loss on sale of furniture and
equipment -- --
Equity in loss(earnings) of FMI
joint venture 153,510 (42,373)
Changes in Operating Assets and Liabilities:
Receivables 66,600 60,218
Receivable from FMI joint venture 115,226 (24,117)
Prepaid and other current assets (25,292) (93,211)
Accounts payable and accrued
liabilities (147,191) (207,111)
Deferred gains (1,322) (1,322)
Net cash provided(used) by
operating activities 18,872 (202,832)
INVESTING ACTIVITIES:
Proceeds from sale of furniture
and equipment 1,740 --
Purchases of furniture and equipment (426) (15,015)
Net cash provided(used) by
investing activities 1,314 (15,015)
FINANCING ACTIVITIES:
Proceeds from exercise of stock
options -- 22,500
Net cash provided by financing
activities -- 22,500
INCREASE(DECREASE) IN CASH AND CASH
EQUIVALENTS 20,186 (195,347)
CASH AND CASH EQUIVALENTS, Beginning
of Period 5,412 284,526
CASH AND CASH EQUIVALENTS, End
of Period $ 25,598 $ 89,179
</TABLE>
See accompanying notes to the condensed financial statements.
<PAGE>
DEVELOPED TECHNOLOGY RESOURCE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business
Developed Technology Resource, Inc. (DTR or the Company)
invests in and manages dairy and distribution operations in
three countries of the former Soviet Union (fSU) through
FoodMaster International L.L.C. (FMI), its joint venture with
Agribusiness Partners International L.P. (API). In addition to
managing FMI, DTR sells packaging equipment and manages the
operations of its 100% owned subsidiary, SXD, Inc.
During 1998, SXD, Inc. distributed X-ray tubes under DTR's
exclusive agreement with a Russian manufacturer, issued
unsecured short-term loans, and held ownership interests in
the coatings technology business of Phygen, Inc. and the
cancer detection business of Armed which had no reportable
business activity during 1999 or 1998. The x-ray tube
distribution agreement expired in March 1999 and the Company
is phasing out this operation during 1999.
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.
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 December 31, 1998 as filed with the Securities
and Exchange Commission.
Going Concern Considerations
Since August 1998, the countries of the fSU, in which the
subsidiaries of FMI operate, have faced a series of adverse
economic conditions. Uncertainties regarding the political,
legal, tax or regulatory environment, including the potential
for adverse and retroactive changes in any of these areas
could significantly affect the Company. These countries have
had a significant devaluation of their local currency against
the US dollar, higher interest rates and reduced opportunities
for financing. As a result of these situations, several of
the subsidiaries have suffered significant losses in 1998 and
1999 from foreign currency translation losses as a result of
hyperinflationary accounting for foreign currency translation.
As a result, several of these subsidiaries carry an
accumulated deficit at March 31, 1999. DTR is committed to
working with FMI's subsidiaries to focus production on
profitable products and to address working capital shortages
as needed over the coming year. Working capital shortages
will be funded through loans from FMI, loans from third
parties or through the sale of equity.
The year 2000 (Y2k) issue arises because many computerized
systems use two digits rather than four to identify a year.
Date sensitive systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when information using
the Y2k date is processed. The effects of the Y2k issue may
be experienced before, on, or after January 1, 2000 and if not
addressed, the impact on operations and financial reporting
may range from minor errors to significant systems failure
which could affect an entity's ability to conduct normal
business operations. It is not possible to be certain that
all aspects of the Y2k issue affecting the Company, including
those relating to the efforts of customers, suppliers, or
other third parties, will be fully resolved. DTR completed its
Y2k review on its own operations in June 1999. At this time,
all systems were completely Y2k compliant. Due to the nature
of the FMI subsidiaries' equipment and the upgrading of their
computerized systems by November 1999, no serious
interruptions in production or financial processing are
expected. The direct risks to the Company, and in particular,
the FMI subsidiaries are those resulting from the general
economic
<PAGE>
environment, government, and relationships with
suppliers and customers in the fSU. Several governments in
the fSU in which the FMI subsidiaries operate have indicated
that the national infrastructure of such countries will not be
Y2k compliant by January 1, 2000. As such, the FMI
subsidiaries have made contingency plans that include back-up
electric generators and manual processing of transactions,
among other things.
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.
Reclassifications
Certain reclassifications were made to the 1998 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. To exercise the
option, the Company agreed to pay certain pre-defined
outstanding debts of Ak-Bulak and to make capital improvements
to the dairy owned by FoodMaster. As of March 2, 1997, DTR
had paid $171,774 in connection with the exercise of this
option. On March 3, 1997, DTR contributed its 50% ownership
in FoodMaster along with this option 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 fSU. For a 40%
interest in FMI, DTR contributed its 50% ownership in
FoodMaster, the Ak-Bulak option (See Note 2), and its
opportunities for a future acquisition of a dairy in Moldova.
Exercise of the Ak-Bulak option by FMI in March 1997 increased
the ownership in FoodMaster to 90%. API agreed to contribute
$6 million dollars which was paid to FMI between March 1997
and June 1998 to further develop FMI's existing and future
dairy operations in the fSU for a 60% interest in FMI. On
September 11, 1998, DTR and API amended the FMI joint venture
agreement to allow API to contribute up to an additional $6
million dollars for an additional 10% ownership. This
additional contribution was paid to FMI between September 1998
and April 1999. As of December 31, 1998, API owned 67% and
DTR owned 33% of FMI based on API's additional investment of
$3.8 million. API contributed the remaining $2.2 million of
the additional investment by April 1999 which reduced DTR's
ownership to 30%. The investment proceeds received by FMI
were used to fund expansion of existing facilities and to
acquire four additional subsidiaries. DTR has a right to earn
a greater ownership interest in FMI by achieving certain
defined performance targets based on returns to API.
Effective March 1997, DTR records its proportionate share (40%
from March 1997 to September 1998 and 33% from October 1998 to
December 1998 and 30% thereafter) of the net loss or income of
FMI in the statement of operations as equity in (loss)
earnings of FMI joint venture under the equity method of
accounting.
DTR also entered into a management agreement on March 3, 1997
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
management fee is a direct expense reimbursement, with no
profit margin, in accordance with a pre-approved budget
between DTR and FMI. Thus, management fees will increase or
decrease as DTR's expenses incurred for management activities
increase or decrease, with no effect on income because there
is no profit margin provided for in the
<PAGE>
agreement. There is
no stated contractual termination date in this agreement. The
Company recorded management fee revenue of $313,210 and
$293,832 for the three months ended March 31, 1999 and 1998,
respectively, in accordance with its management agreement with
FMI.
Summarized financial information from the unaudited financial
statements of FMI accounted for on the equity method is as
follows:
March 31,1999
Current assets $7,034,805
Total assets 21,137,325
Current liabilities 4,461,346
Noncurrent liabilities 3,956,151
Joint-venture equity 12,719,827
DTR's 30% share of FMI 's equity 3,815,948
DTR's negative goodwill (amortized over 15 years) (2,819,162)
DTR's carrying value of FMI's equity 996,786
Three Months Ended
March 31,
1999 1998
Sales $ 5,751,012 $ 3,600,000
Gross profit 786,069 156,000
Net loss (693,584) (30,480)
DTR's share of FMI's loss before amortization of
DTR's negative goodwill (208,075) (12,192)
DTR's share of equity in income(loss) of FMI joint venture
after amortization of negative goodwill (153,510) 42,373
4.Net Income (Loss) per Common Share
The following table reflects the calculation of basic and
diluted earnings per share.
Three Months Ended
March 31,
1999 1998
Basic Earnings Per Common Share:
Net income(loss) $ (145,470) $ 100,699
Average shares outstanding 805,820 804,987
Basic EPS on net income $ (0.18) $ 0.13
Diluted Earnings Per Common Share:
Net income(loss) $ (145,470) $ 100,699
Average shares outstanding 805,820 804,987
Stock options -- 329,211
Total 805,820 1,134,198
Diluted EPS on net income $ (0.18) $ 0.09
<PAGE>
An aggregate of 663,333 and 18,333 options to acquire the
Company's common stock at March 31, 1999 and 1998,
respectively, have been excluded from the calculation of
diluted earnings per share as their effect would be
antidilutive.
5. Supplemental Disclosures of Cash Flow Information:
Non-cash operating and investing activities:
In September 1998, API began its purchase of an additional 10%
of FMI for $6 million dollars as discussed in Note 3. For the
three months ended March 31, 1999, they contributed $1.7
million to FMI resulting in a $158,597 increase in the value
of DTR's investment in FMI in order to recognize the
unrealized gain from the reduction in its ownership interest
in FMI. The API capital contribution to FMI also increased
DTR's paid-in-capital by this same amount through March 1999.
Supplemental cash flow information:
For the three months ended March 31, 1999 1998
Cash paid for:
Interest $ 1,056 $ 128
Taxes $ -- $ --
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Statements other than current or historical information included
in this Management's Discussion and Analysis and elsewhere in
this Form 10-KSB, 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 Agribusiness Partners
International L.P. (API) established the FoodMaster International
LLC (FMI) joint venture to acquire and operate dairies in the
fSU. For a 40% interest in FMI, DTR contributed its 50% ownership
in FoodMaster, the Ak-Bulak option, and its opportunities for a
future acquisition of a dairy in Moldova. Exercise of the Ak-
Bulak option by FMI in March 1997 increased the ownership in
FoodMaster to 90%. API agreed to contribute $6 million dollars
which was paid to FMI between March 1997 and June 1998 to further
develop FMI's existing and future dairy operations in the fSU for
a 60% interest in FMI. On September 11, 1998, DTR and API
amended the FMI joint venture agreement to allow API to
contribute up to an additional $6 million dollars for an
additional 10% ownership. This additional contribution was paid
to FMI between September 1998 and April 1999. As of December 31,
1998, API owned 67% and DTR owned 33% of FMI based on API's
additional investment of $3.8 million. API contributed the
remaining $2.2 million of the additional investment by April 1999
which reduced DTR's ownership to 30%. The investment proceeds
received by FMI were used to fund expansion of existing
facilities and to acquire four additional subsidiaries. DTR has
a right to earn a greater ownership interest in FMI by achieving
certain defined performance targets based on returns to API.
Effective March 1997, DTR records its proportionate share
(40% from March 1997 to September 1998, 33% from October 1998 to
December 1998 and 30% thereafter) of the net income or loss of
FMI in the statement of operations as equity in (loss) earnings
of FMI joint venture under the equity method of accounting.
DTR also entered into a management agreement on March 3,
1997 with FMI, whereby DTR manages the day to day operations of
FMI, manages the subsidiaries of FMI, and pursues future dairy
acquisitions for FMI for a management fee. The management fee is
a direct expense reimbursement, with no profit margin, in
accordance with a pre-approved budget between DTR and FMI. Thus,
management fees will increase or decrease as DTR's expenses
incurred for management activities increase or decrease, with no
effect on income because there is no profit margin provided for
in the agreement. There is no stated contractual termination
date in this agreement.
Revenues
The Company generated total revenues of $363,432 in the
first quarter of 1999, compared to $319,972 in the first quarter
of 1998. This 13.6% increase in revenues is the result of a
$19,378 increase in management fees and a $26,700 increase in x-
ray tube sales in the first quarter of 1999 compared to the same
period in 1998.
Sales for the three months ended March 31, 1999 and 1998
totaled $48,900 and $24,818, respectively. Sales resulted from
two areas within DTR - equipment sales and x-ray tube sales.
<PAGE>
Sales of and commissions on food packaging equipment were
$2,618 (10.5%) of total sales in the quarter ended March 31,
1998. There were no sales of equipment in the first quarter of
1999. Sales of equipment occur sporadically throughout the
year. They occur primarily to subsidiaries of FMI throughout
each year depending on the amount of new customers and growth
among existing locations. There are no commitments to purchase
nor are there efforts to sell this packaging equipment. Sales
are only conducted on an as-needed basis.
Sales of x-ray tubes by SXD Inc., DTR's 100% owned subsidiary,
increased to $48,900 in the first quarter of 1999 from $22,200 in
the first quarter of 1998. The increase occurred due to the
timing and quantity of orders in the first quarter of fiscal
1999. There are several companies that manufacture and sell x-ray
tubes in direct competition to DTR. At present, the Company does
not have a measurable market share and began phasing this
division out of its operations in January 1999. In accordance
with its plan to phase out this operating division, the Company
ended its relationship with its supplier, Svetlana Rentgen, in
March 1999.
Cost of Sales
The only cost of sales at March 31, 1999 and 1998 related to
the cost on x-ray tubes. The cost of $41,450 and $19,100 in the
first quarter of 1999 and 1998, respectively provided a gross
profit on x-ray tubes sales of 15.2% and 14%, respectively. The
gross profit has remained consistent over the past few years, but
the increase in competition put pressure on the Company to lower
its prices to a level that would not be worth continuing this
division. Therefore, the Company did not renew its sales
contracts with its customers after March 1999.
Selling, general and administrative
Selling, general and administrative expenses for the three
months ended March 31, 1999 were $324,888 compared to $320,529
for the three months ended March 31, 1998. The majority of these
costs are offset by the management fee income of $313,210 and
$293,832 for the three months ended March 31, 1999 and 1998,
respectively. These management fees are charged to FMI as
discussed above under Revenues.
Liquidity and Capital Resources
Operating Activities
DTR received cash from operating activities in the amount
of $18,872 in the first quarter of 1999 compared to cash used of
$202,832 in the first quarter 1998. The increase in cash
between the first quarter of 1999 compared to the same period in
1998 resulted primarily from FMI's payment of DTR's management
fees.
Investing Activities
In the first quarter of 1999, DTR sold $2,380 of equipment
at its net book value of $1,740 to FMI. In addition, they
purchased $426 of equipment. In the first quarter of 1998, the
Company purchased equipment totaling $15,015.
<PAGE>
Financing Activities
There were no financing activities during the three months
ended March 31, 1999. In the first quarter of 1998, 15,000
options to purchase DTR's Common Stock were exercised for a
purchase price of $1.50 per share.
Year 2000
The Company has been addressing Year 2000 (Y2k) issues.
Since the Company is not a direct manufacturer of products and
since all of its assets are less than six years old, most of its
exposure to the Y2k issue falls in the area of third parties.
According to its review in June 1999, all of the Company's
systems are Y2k compliant. The Company does not believe that
the costs related to the Y2k issue will be greater than $5,000
due to the reasons stated above.
The most risk that the Company faces in its operations is
that of the failure of third-party vendors to be ready for the
Y2k. The most direct risk could be a failure on the part of
telecommunication companies, which would impede the daily
communication between the Company and its subsidiaries.
Indirectly, the subsidiaries could experience a failure to
receive timely shipments of supplies which would result in a loss
of an indeterminable amount of revenues. As of November 1999, the
Company has its contingency plan for the aforementioned risks
prepared and ready to implement by January 1, 2000.
Due to the nature of the FMI subsidiaries' equipment and the
upgrading of their computerized systems by November 1999, no
serious interruptions in production or financial processing are
expected. The direct risks to the Company, and in particular,
the FMI subsidiaries are those resulting from the general
economic environment, government, and relationships with
suppliers and customers in the fSU. Several governments in the
fSU in which the FMI subsidiaries operate have indicated that the
national infrastructure of such countries will not be Y2k
compliant by January 1, 2000. As such, the FMI subsidiaries have
made contingency plans that include back-up electric generators
and manual processing of transactions, among other things.
Adverse Foreign Economic and Currency Conditions
Since August 1998, the countries of the fSU in which the
subsidiaries of FMI operate have faced a series of adverse
economic conditions. Uncertainties regarding the political,
legal, tax or regulatory environment, including the potential for
adverse and retroactive changes in any of these areas could
significantly affect the Company and the carrying value of its
investment in the FMI joint venture. The countries have seen a
significant devaluation of their local currency against the US
dollar, higher interest rates and reduced opportunities for
financing. DTR is committed to working with FMI's subsidiaries
to focus production on profitable products and to address working
capital shortages as needed over the coming year. In July 1999,
FMI sold 10% of its consolidated Kazakhstan operations for cash
of $1.8 million and it converted $1.8 million of its loans to the
Kazakhstan subsidiaries to equity so that its ownership would not
be dramatically diluted. This cash infusion was used to pay
DTR's management fees in 1999. Further working capital
shortages will be funded through loans from FMI, loans from third
parties or through the sale of additional equity.
Based on management's current projections for FMI and the
receipt of the $6 million additional investment from API into
FMI, the Company believes that the carrying value of its
investment in FMI at December 31, 1998 is not permanently
impaired and that DTR has sufficient working capital and
liquidity to fund its current operations through the coming year.
Management is continually looking for opportunities for growth.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of the shareholders
during the quarter ended March 31,1999.
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
There were no reports on Form 8-K filed by
Developed Technology Resource, Inc. during the
quarter ended March 31, 1999.
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this Form
10-QSB:
No. Exhibit Description
3.1 Articles of Incorporation of the Company dated
November 11, 1991(1)
3.2 Certificate of Amendment of Articles of
Incorporation of the Company dated June 16, 1992(1)
3.3 Bylaws of the Company(1)
3.4 Certificate of Amendment of Articles of
Incorporation of the Company, changing registered
office address dated March 2, 1993(1)
3.5 Certificate of Amendment of Articles of
Incorporation of the Company dated November 30, 1995(3)
4.1 Form of stock certificate representing Common
Stock, $.01 par value per share, of the Company, issued
by Company after a 1 for 3 reverse split effective
December 12, 1995(3)
4.2 Form of Subscription Agreement and Investment
Representations in connection with private placement of
300,000 shares of Common Stock(1)
4.3 Amended Incentive Stock Option Grant - Erlan
Sagadiev dated December 11, 1996(6)
4.4 Amended Incentive Stock Option Grant - John Hupp
dated December 11, 1996(6)
10.1 Asset Sale Agreement between Company and a
corporation to be organized by Oleg Yermakov selling
the Company's security equipment distribution business
and certain assets to Oleg Yermakov, contingent on
certain future events(5)
10.2 Exclusive Distributor Agreement dated October 1995
between Company and SECTOR 6, Security Division of
N.V. COMAUTO S.A. effective until September 30, 1998(5)
10.3 Contract for Fiduciary Management of State Shares
of the Open Type Joint Stock Company, Ak-Bulak with
their Subsequent Buy-out Option (4)
10.4 1992 Stock Option Plan as amended and restated
effective September 30, 1996(8)
10.5 Form of Stock Option Agreement(1)
10.6 Limited Liability Company Agreement of FoodMaster
International L.L.C. as amended and restated September
11, 1998(9)
10.7 FoodMaster International L.L.C. Share Transfer
Agreement dated March 3, 1997(6)
10.8 FoodMaster International L.L.C. Bill of Sale,
Assignment and Assumption Agreement dated March 3,
1997(6)
10.9 Management Agreement between DTR and FoodMaster
International L.L.C. as amended and restated September
11, 1998(9)
10.12 Form of Assignment of Financial Advisory
Agreement from the Company to FAI Limited Partnership
effective January 31, 1993(1)
10.13 Employment Agreement between DTR and Erlan
Sagadiev effective September 30, 1996(6)
<PAGE>
10.14 Employment Agreement between DTR and John
Hupp effective October 1, 1998 as amended and
restated(9)
10.15 Developed Technology Resource, Inc. 1993
Outside Directors Stock Option Plan effective December
17, 1993(2)
10.16 Office Lease between DTR and McNeil Real
Estate dated March 11, 1997 effective until April 30,
2002(8)
10.20 Partnership Agreement dated January 16, 1992
among the Company, Armen P. Sarvazyan and Stanislav
Yemelyanov concerning the formation of Medical
Biophysics International, as amended by Partnership
Agreement Amendment dated August 20, 1992(1)
10.21 Letter of Understanding dated June 18, 1992
between the Company and Armen P. Sarvazyan concerning
Medical Biophysics International, and May 22, 1992
letter from the Company to Dr. Armen P. Sarvazyan,
Ph.D.(1)
10.22 Assignment of rights to Intracavity
Ultrasonic Device for Elasticity Imaging from Armen P.
Sarvazyan, Stanislav Emelianov and Andrei R. Skovoroda
to Medical Biophysics International dated December 19,
1992(1)
10.23 Assignment of rights to Method and Apparatus
for Elasticity Imaging from Armen P. Sarvazyan and
Stanislav Emelianov to Medical Biophysics International
dated December 19, 1992(1)
10.24 Assignment of rights to Method and Device for
Mechanical Tomography of Tissue from Armen P. Sarvazyan
to Medial Biophysics International dated January 16,
1993(1)
10.42 Form of Underwriter's Warrants dated May 5,
1993 between the Company and Equity Securities Trading
Co., Inc.(2)
10.43 Form of Directors and Officers
Indemnification Agreement issued to each of the
Company's officers and directors on October 15, 1993 by
action of the Board of Directors(2)
10.44 Developed Technology Resource, Inc. 1997
Outside Directors Stock Option Plan effective November
1, 1997(7)
10.45 Amendment to Asset Sale Agreement (Exhibit
10.1) dated August 20, 1997 (7)
21.1 Subsidiaries of Developed Technology Resource,
Inc. as amended(10)
27 Financial Data Schedule(11)
(1)Incorporated by reference to the same exhibit number included
in the Company's registration statement on Form SB-2, as
Amended, filed with the Commission as file number 33-58626C
in 1993.
(2)Incorporated by reference to the same exhibit number included
in the Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended October 31, 1993.
(3)Incorporated by reference to exhibit numbers 1A and 3A
included in the Company's Form 8-A/A filed with the
Commission on December 12, 1995.
<PAGE>
(4)Incorporated by reference to exhibit number 10 included in
the Company's Quarterly Report on Form 10-QSB for the third
fiscal quarter ended July 31, 1996.
(5)Incorporated by reference to the same exhibit number included
in the Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended October 31, 1995.
(6)Incorporated by reference to exhibit numbers 4.1, 4.2, 10.1,
10.2, 10.3, 10.4, 10.5 and 10.6 included in the Company's
Quarterly Report on Form 10-QSB filed with the Commission for
the first fiscal quarter ended January 31, 1997.
(7)Incorporated by reference to the same exhibit number included
in the Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended October 31, 1997.
(8)Incorporated by reference to the same exhibit number included
in the Company's Quarterly Report on Form 10-QSB filed with
the Commission for the first fiscal quarter ended January 31,
1998.
(9)Incorporated by reference to the same exhibit number included
in the Company's Quarterly Report on Form 10-QSB filed with
the Commission for the third calendar quarter ended September
30, 1998.
(10) Incorporated by reference to the same exhibit number
included in the Company's Annual Report on Form 10-KSB filed
with the Commission for the calendar year ended December 31,
1998.
(11) Filed herewith.
<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: November 1, 1999 By /s/ John P. Hupp_______
Name: John P. Hupp
Title: President
Date: November 1, 1999 By /s/ LeAnn H. Davis_____
Name: LeAnn H. Davis, CPA
Title: Chief Financial Officer
(Principal Financial & Accounting Officer)
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