ATLANTA TECHNOLOGY GROUP INC
10QSB/A, 1997-12-24
PREPACKAGED SOFTWARE
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                                      UNITED STATES 
                          SECURITIES AND EXCHANGE COMMISSION
                             Washington 25, D.C. 20549

                                    FORM 10-QSB/A


(Mark One)


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR QUARTERLY PERIOD ENDED JUNE 30, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

Commission File No. 0-23062



                               ATLANTA TECHNOLOGY GROUP INC.
                     (Exact name of issuer as specified in its charter)



           Delaware                                   58-2077053
(State or other jurisdiction of         (I.R.S. Employer Identification No.)    
 incorporation or organization)


                                5535 STATE BRIDGE ROAD
                                 ALPHARETTA, GA 30022
                 (Address of principal executive offices, zip code)

                                    (770) 814-2442
                              (Issuer's telephone number)


                                    400 EMBASSY ROW
                                      SUITE 570
                                   ATLANTA, GA 30328
                  (Former address of principal executive offices, zip code)


Check whether the issuer (1) 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 June 30, 1997 the Registrant had 4,591,083 shares of Common Stock 
outstanding. 

Transitional Small Business Disclosure Format (Check one): Yes [] No [X]

<PAGE>
<TABLE>
              

                            ATLANTA TECHNOLOGY GROUP, INC.
                          
                             CONSOLIDATED BALANCE SHEET
                        LIABILITIES AND SHAREHOLDERS' EQUITY
                                   (Unaudited)


                                                                   As of      
                                                               June 30, 1997
<S>                                                       <C>         
CURRENT LIABILITIES      

Notes payable                                              $  152,675  

Notes payable to shareholders and affiliates                   48,087  

Accounts payable - trade                                      143,826  

Other current liabilities                                     245,423
                                                              _______ 

TOTAL CURRENT LIABILITIES                                     590,011  


SHAREHOLDERS' EQUITY     

Common stock                                                    4,591  

Additional paid-in capital                                  3,875,096  

Retained earnings (deficit)                                (3,025,593) 
                                                       
Stock subscription receivable                                (300,000)
                                                             __________
Total Shareholders' Equity                                    554,094
                                                             __________ 
                                                               

TOTAL LIABILITIES AND  
SHAREHOLDERS' EQUITY                                       $1,144,105

<FN>  
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>



                            ATLANTA TECHNOLOGY GROUP, INC.
                        
                         CONSOLIDATED STATEMENT OF OPERATIONS
                                     (Unaudited)
                                         
                                                        Six Month Period                                                           
                                                       Ended June 30, 1997
                                                   
                                                   1997                1996
                                                   ____                ____
                                                  

<S>                                            <C>              <C>
Revenues                                        $  716,992       $  711,844

Cost of sales                                      243,440          319,801
                                                   _______          _______

Gross profit                                       473,552          392,043

Operating expenses                                 315,355          554,823
                                                   _______          _______

Income (loss) before income taxes                  158,197         (162,780)

Provision for taxes                                   -                -
                                                  __________      __________

Net income (loss)                               $  158,197        $(162,780)


Weighted average number of
common shares outstanding                        4,298,492        2,949,537

Earnings (loss) per share                          $ .04            $(.06)

<FN>
See notes to financial statements

</TABLE>
<PAGE>
<TABLE>



                            ATLANTA TECHNOLOGY GROUP, INC.

                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
 

                                                      Six-Month Period
                                                      Ended June 30,
                                                        
                                                        1997         1996
                                                        ____         ____

<S>
CASH FLOWS FROM OPERATING ACTIVITIES:               <C>            <C>

Net income (loss)                                    $  158,197     $(162,780) 

Adjustments to reconcile net income (loss) to net
cash provided by operating activities:            
  Depreciation and amortization                          46,729        54,898  

Changes in operating assets and liabilities:             
  Increase in accounts receivable                       (56,936)      (10,122)
  Decrease (increase) in other current assets            86,326       (14,455)  
  (Decrease) increase in current liabilities           (185,834)      139,094
                                                        ________       _______
Net cash provided by operating activities                48,482         6,635
                                                         ______         _____

CASH FLOWS FROM INVESTING ACTIVITIES:            
  Decrease (Additions) to equipment and fixtures          1,956       (10,220) 
  Additions to capitalized software 
  development costs                                    (110,339)     (165,774)
  (Increase) decrease in other non-current assets        (1,000)       89,916
                                                       _________      _______
Net cash used by investing activities                  (109,383)      (86,078)
                                                       _________      ________

CASH FLOWS FROM FINANCING ACTIVITIES:            
  Costs associated with proposed common stock offering     -          (63,406)
  Conversion of notes payable and issuance of common 
  stock for warrants                                    144,451           -
  Proceeds from the issuance of notes payable, net         -          122,800           
  (Repayments to) borrowings from affiliates            (60,000)       42,572
  Decrease in notes payable                            (472,045)      (50,000)
  Proceeds from payment of stock subscriptions          360,000          -
                                                        _______       _______
Net cash (used in) provided by financing activities     (27,594)       51,966
                                                        ________       ______
                 

NET DECREASE IN CASH                                    (88,495)      (27,477)
                                                        ________      ________

CASH AT BEGINNING OF PERIOD                             163,583        53,187 
                                                        _______        ______
                                                        
CASH AT END OF PERIOD                                   $75,088       $25,710
                                                        _______       _______

<FN>
See notes to financial statements.

</TABLE>
<PAGE>


                            ATLANTA TECHNOLOGY GROUP, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                              FOR THE SIX MONTHS ENDED
                                   JUNE 30, 1997
                                    (Unaudited)

Results of Operations - Six Months Ended June 30, 1996

Revenues for the six month period ended June 30,1997 were $716,992, an increase
                                                          _______
of $5,148 over revenues of $711,844 for the six month period ended June 30, 
   ______
1996.  During this time, the Company was also able to cut operating expenses
from $554,823 during the six months ended June 30,1996 to $315,355, a savings

                                                          ________
                                                          
of $239,468 for the six months ended June 30,1997. Lowered operating costs were
    _______
accounted for primarily by savings in interest expense and professional fees.  

Cost of sales during the six month period ended June 30, 1997 decreased by
$76,361 primarily because increased sales of the customized forms have allowed
the Company to purchase these forms in greater quantities which results in a
lower cost of sales.

The Company earned a net profit for the six months ended June 30, 1997 of
$158,197.  This compares to a loss of $162,780  for the six months ended
________
June 30, 1996. This increase was due to the increased level of business
achieved by TVC and the lowering of expenses during the six month period.

<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED>
<PERIOD-START> MAR-01-1997
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-97
<CASH> 75088
<SECURITIES> 0
<RECEIVABLES> 239102
<ALLOWANCES> 32000
<INVENTORY> 40593
<CURRENT-ASSETS> 345351
<PP&E> 236741
<DEPRECIATION> 141839
<TOTAL-ASSETS> 1144105
<CURRENT-LIABILITIES> 590011
<BONDS> 0
 0
 0
<COMMON> 4591
<OTHER-SE> 549502
<TOTAL-LIABILITY-AND-EQUITY> 1144105
<SALES> 303865
<TOTAL-REVENUES> 303865
<CGS> 94668
<TOTAL-COSTS> 94668
<OTHER-EXPENSES> 154706
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4845
<INCOME-PRETAX> 54491
<INCOME-TAX> 0
<INCOME-CONTINUING> 54491
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54491
<EPS-PRIMARY> .01
<EPS-DILUTED> .01

</TABLE>


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