UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
| | x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarter Ended July 31, 2003
OR
| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from N/A to N/A
Commission File Number: 0-27382
B-TELLER, INC.
(Formerly Known as Hot Products, Inc. Com and formerly known as SC & T International, Inc.)
(Name of small business issuer as specified in its charter)
Washington | | 86-0737579 |
| State of Incorporation | | IRS Employer Identification No. |
Cheyne House, Crown Court, 62-63 Cheapside, London England EC2V 6JP
(Address of principal executive offices)
Registrant's telephone number, including Area Code: 44-772-029-2302
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the issuer’s common equity outstanding as of May 25, 2006 was 25,415,944 shares of common stock.
Transitional Small Business Disclosure Format (check one):
INDEX TO FORM 10-QSB FILING
FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
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PART II |
OTHER INFORMATION |
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CERTIFICATIONS | |
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEET (UNAUDITED)
AS OF JULY 31, 2003
| ASSETS: | | | |
| CURRENT ASSETS | | | | |
| Cash | | $ | - | |
| Total current assets | | | - | |
| | | | | |
| TOTAL ASSETS | | $ | - | |
| | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY: | | | | |
| CURRENT LIABILITIES: | | | | |
| Accounts payable | | $ | 348,115 | |
| Accrued expenses and other liabilities | | | 476,495 | |
| Notes Payables | | | 50,550 | |
| Due to Factor | | | 65,432 | |
| Total current liabilities | | | 940,592 | |
| | | | | |
| Total liabilities | | | 940,592 | |
| | | | | |
| STOCKHOLDERS' EQUITY (DEFICIT): | | | | |
| Common stock, $.001 par value, 33,332,747 shares authorized, 14,134,374 shares issued and outstanding | | | 141,344 | |
| Paid in capital | | | 17,810,425 | |
| Accumulated deficit | | | (18,892,360 | ) |
| Total stockholders' equity (deficit) | | | (940,591 | ) |
| | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | - | |
See the accompanying notes to these unaudited financial statements.
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002
| | | Three Months Ended | |
| | | 2003 | | 2002 | |
| REVENUES: | | | | | |
| | | | | | |
| Revenue | | $ | - | | $ | 40,753 | |
| TOTAL REVENUE | | | - | | | 40,753 | |
| | | | | | | | |
| COST OF SALES: | | | - | | | 2,949 | |
| | | | | | | | |
| GROSS PROFIT | | | - | | | 37,804 | |
| | | | | | | | |
| OPERATING EXPENSES: | | | | | | | |
| General and administrative | | | - | | | 166,052 | |
| Sales and marketing | | | - | | | 6,495 | |
| Research and development | | | - | | | - | |
| Depreciation and amortization | | | - | | | 930 | |
| Total operating expenses | | | - | | | 173,477 | |
| | | | | | | | |
| OPERATING LOSS | | | - | | | (135,674 | ) |
| | | | | | | | |
| OTHER (INCOME) AND EXPENSES | | | | | | | |
| Gain on Disposal of Subsidary | | | - | | | - | |
| Gain on Settlement of Lawsuit | | | | | | | |
| Interest Expense | | | - | | | - | |
| Other Income | | | - | | | (23,080 | ) |
| Loss on disposal of assets | | | - | | | - | |
| Total other expense | | | - | | | (23,080 | ) |
| | | | | | | | |
| NET LOSS | | | - | | | (112,593 | ) |
| | | | | | | | |
| NET LOSS PER SHARE: | | | | | | | |
| Basic: | | $ | - | | $ | (0.01 | ) |
| | | | | | | | |
| Diluted: | | $ | - | | $ | (0.01 | ) |
| | | | | | | | |
| Weighted Average Common Shares Outstanding | | | | | | | |
| Basic | | | 14,134,374 | | | 11,634,374 | |
| Diluted | | | 14,134,374 | | | 11,634,374 | |
See the accompanying notes to these unaudited financial statements.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002
| | | 2003 | | 2002 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
| | | | | | |
| Net (loss) | | $ | - | | $ | (112,593 | ) |
| Adjustments to reconcile net income to net cash (used in) operating activities: | | | | | | | |
| Depreciation and amortization | | | - | | | - | |
| Noncash gain on disposal of Subsidary | | | - | | | - | |
| Changes in assets and liabilities: | | | | | | | |
| Accounts Recievables | | | - | | | (4,393 | ) |
| Inventories | | | - | | | - | |
| Prepaid and other current assets | | | - | | | - | |
| Other assets | | | - | | | - | |
| Accounts payable and accrued liabilities | | | - | | | 63,326 | |
| Other Liabilities | | | - | | | 80,550 | |
| Net cash (used) in operating activities: | | | - | | | 26,890 | |
| | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
| | | | - | | | - | |
| Net cash (used) and provided by investing activities: | | | - | | | - | |
| | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
| Proceeds from Notes Payables | | | - | | | - | |
| Payment on Notes Payables | | | - | | | - | |
| Payment of Capital Lease Obligations | | | - | | | - | |
| Net cash provided by financing activities | | | - | | | - | |
| | | | | | | | |
| INCREASE (DECREASE) IN CASH | | | - | | | 26,890 | |
| CASH, BEGINNING OF PERIOD | | | - | | | (26,398 | ) |
| CASH, END OF PERIOD | | $ | - | | $ | 491 | |
See the accompanying notes to these unaudited financial statements.
B-TELLER, INC. (FKA HOT PRODUCTS, INC.COM) NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002
| 1. | ORGANIZATION AND BASIS OF PRESENTATION |
B-Teller, Inc (formerly Hot Products, Inc.com, formerly SC&T International, Inc., (the "Company")was formed in 1993 for the purpose of developing and marketing accessory and peripheral products for the computer and video game industries. The company closed in September 2002 due to unsuccessful business ventures and lack of financing.
In February 2006, Leslie Investment sold 100% of its common shares to Titan Holdings, Inc. In March 2006 the company reincorporated in Washington and changed its name to B-Teller, Inc.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company was unsuccessful and was shut down in September 2002.
Significant issues that effect the company
Management, consisted of James Copland, President, CEO, and Chairman and he resigned on February, 21, 2006. The Company appointed Armando Russo as President and Director. Leslie Investment sold all of it’s stock to Northwest Corporate Services who in turn sold to Titan Holdings, Inc. which briefly gave control to Titan Holdings, Ltd. On March 21, 2006, the company reincorporated in the State of Washington and changed its name to B-Teller, Inc.
At the same time on March 13, 2006 the company changed its capital structure by a 100 to 1 reverse split of its shares from 16,634,374 to 166,344.
The company changed it capital structure to 250,000,000 authorized common shares and 25,000,000 authorized preferred shares. Subsequently, on March 21, 2006 the Company issued 6,000,000 post split common shares in exchange for all of the shares of Bank Teller Ltd., a United Kingdom Corporation in a plan of merger where as Bank Teller Ltd. is a wholly owned subsidiary. On March 27, 2006 the company issued 4,000,034 post split common shares of a convertible note. On April 3, 2006 the company forward split the common stock by 1 for 2.5 resulting in 25,415,944 shares issued and outstanding. All shares were exempt from registration of the Securities and Exchange Act Section 4(2).
Upon completion of the share exchange Bank teller Ltd. gained nearly 59% control of the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4 million of the 15 million shares held by Bankteller. (16% control of B-Teller, Inc.).
Current management assumed control in February 2006 and had no prior involvement with the Company.
In conjunction with the merger, the Company has changed its fiscal year end from April 30 to December 31. Accordingly, the transitional period reported was prepared for the eight month period from May 1, 2005 through December 31, 2005.
Management is evaluating business opportunities which, if consummated, could cause additional significant dilution to the existing shareholders.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). A summary of the Company's significant accounting policies follows:
(a) B-Teller, Inc. (formerly Hot Products, Inc.com, formerly SC&T International, Inc.,) (the "Company")was formed in 1993 for the purpose of developing and marketing accessory and peripheral products for the computer and video game industries
(b) Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
(c) Property and Equipment - Property and equipment are recorded at cost less impairment and accumulated depreciation. Depreciation recorded using the straight-line or method over the useful life of the asset.
Management periodically assesses its ability to recover the cost of its long-lived assets in accordance with the provisions of SFAS 144. Costs deemed not recoverable are charged to operations and the asset cost reduced by the estimated impairment.
(d) Foreign currency translation - foreign subsidiaries (if any) maintain their financial statements in the local currencies which have been determined to be the functional currencies. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rates in effect at the balance sheet date. Revenues and expenses are translated at average rates for the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas, gains and losses resulting from foreign currency transactions are included in the results of operations.
(e) Cash and Cash Equivalents - Cash includes all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. Net bank overdrafts were recorded as current liabilities. Cash balances are insured by the F.D.I.C. up to $100,000 per institution.
(f) Fair Value of Financial Instruments - The financial instruments disclosed elsewhere in these notes are deemed to be representative of their fair values, as the interest rates approximate market rates giving consideration to their respective risks.
(g) Fair Value of Non-monetary Transactions - The common stock issues have been valued in accordance with SFAS 143 and SAB 107, giving consideration to the fair value of thinly traded shares, as affected by restrictions to the stock, the underlying assets, cash flows, and profitability of the company.
(h) Advertising expenses are expensed when incurred.
(i) Income taxes - The Company provides for income taxes based on the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which among other things, require that recognition of deferred income taxes be measured by the provisions of enacted tax laws in effect at the date of financial statements.
(j) Financial instruments - Financial instruments consist primarily of cash, accounts receivable, and obligations under accounts payable, accrued expenses, note payable and capital lease instruments. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses and note payable approximate fair value because of the short maturity of those instruments. The carrying value of the Company's capital lease arrangements approximates fair value because the instruments were valued at the retail cost of the equipment at the time the Company entered into the arrangements.
(k) Loss Per Share - Basic loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed using the weighted average number of shares of common stock plus dilutive potential common shares outstanding for the period.
(l) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted, net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
The company has no fixed assets as of July 31, 2003 and 2002.
See footnote #1 “Significant issues that effect the company”.
| 5. | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
No income taxes were paid and interest paid approximates the amounts disclosed as expense.
The Company has accumulated operating losses available to potentially reduce taxable income in future periods. The potential tax benefit of these losses have not been reflected in the financial statements since it was more likely than not that the losses would not be utilized. These losses begin expiring from 2010 through 2019. Additionally, the limitations on these losses resulting from various business combinations and control changes have not been determined but could be substantial. Accordingly, the valuation allowance equals the deferred tax asset, if any.
Net operating losses are subject to various rules and regulations set forth by the Internal Revenue Service. Usage of that net operating loss is subject to two main elements which include, among others, the same line of business. In addition, IRC 382 must be analyzed to address the potential change in control related to any future operations. Therefore all factors related to the usage of the net operating loss must be carefully considered by those contemplating the utilization of the losses sustained.
Management evaluates the probability of the utilization of the deferred income tax assets. Management determined that because the Company has not yet generated taxable income it was not appropriate to recognize a deferred income tax asset related to the net operating loss carry-forward. Therefore, a fully deferred income tax asset is offset by an equal valuation allowance.
If the Company begins to generate taxable income, management may determine that all of the deferred income tax asset may be recognized. Recognition of the asset could increase after tax income in the future. Net operating loss carryforwards of $19,388,338 for federal income tax purposes begin expiring from 2010 through 2019. Net operating loss carryforwards of $18,099,321 for state income tax purposes expire from 2001 through 2004. The future utilization of the net operating losses is uncertain.
SFAS 140 paragraph 16 outlines the two requirements that are met to qualify for early extinguishment of debt.
The debt has been reviewed and found that the obligations were past the statute of limitation and there has been no attempt for collectabiltiy. Therefore it is a matter of law or “judicially” to remove the obligations under the advice of counsel. SFAS 140, Paragraph 16: A debtor shall derecognize a liability if and only if it has been extinguished. A liability has been extinguished if either (a.) The debtor pays the creditor and is relieved of its obligation for the liability. Paying the creditor includes delivery of cash, other financial assets, goods, or services or reacquisition by the debtor of its outstanding debt securities whether the securities are canceled or (b.) The debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.
The Company settled its litigation with Performance Funding related to this unpaid debt. Leslie Investment paid $17,500 to settle this debt on behalf of the company.
In the event vendors attempt to assert their claims, even if statutorily extinguished, legal costs may be incurred to successfully defend collection efforts. Management believes such costs will be immaterial and has accordingly determined to expense such costs as incurred.
| 8. | RELATED PARTY TRANSACTIONS |
During the periods, the following financial transactions were completed with shareholders, directors, managers or employees who are deemed to be related parties to each Company:
During the year ended April 30, 2001, the Company borrowed funds from its president (Leslie Investment) and chairman of the board of directors who is also the Company's largest single shareholder. The $66,332 Note payable to shareholder was unsecured, due upon demand and bore interest at 9% per annum. In February 2003, Leslie was paid 2,500,000 common shares which have not been issued by the transfer agent as of December 31, 2005.
In August 2004, Leslie Investment was issued 2,500,000 common shares in exchange for nearly $100,000 of expenses paid during the time the company was dormant.
James Copland, President, CEO, and Chairman resigned on February, 21, 2006. The Company appointed Armando Russo as President and Director. Leslie Investment sold all of it’s stock to Northwest Corporate Services who in turn sold to Titan Holdings, Inc. for $100,000 which gave brief control to Titan Holdings, Inc. On March 21, 2006, the company reincorporated in the State of Washington and changed its name to B-Teller, Inc.
Upon completion of the share exchange Bankteller Ltd. gained nearly 59% control of the Company. Bankteller Ltd. is controlled by Tim Reeves in who holds nearly 4 million of the 15 million shares held by Bankteller. Tim Reeves has 16% control of B-Teller, Inc.
The net income per common share is calculated by dividing the consolidated loss by the weighted average number of shares outstanding during the periods.
The Company entered into an agreement with a factor in October 1998. The terms of the agreement provide for advances up to 75% of receivables factored and a 2% discount payable upon submission of invoices to factor. A discount fee of 10% per day up to 90 days is charged from date of advance until payment by customer. A 15% fee is charged for accounts unpaid after 90 days. Credit risk remains with the Company except for account debtor bankruptcy. The agreement is secured by all accounts receivable whether or not specifically purchased by the factor. The balance at July 31, 2003 $65,431 and July 31, 2001 of $30,000 represents funds advanced in excess of customer payments received by factor and allowance reserve maintained by factor.
| 11. | CONVERTIBLE DEBENTURES |
On August 28, 2000, the Company executed a Convertible Debenture Agreement with warrants in the amount of $400,000. The debentures were converted to 3,478,988 shares during the year ended April 30, 2001. The warrants expired in 2003.
The Company issues stock options from time to time to executives and key employees. The Company has a qualified stock option plan for its key employees, consultants and independent contractors. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," and continues to account for stock based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly, no compensation cost has been recognized for the stock options granted. All Stock options expired in September 2002 upon the termination of all employees and closing of the business.
On March 21, 2006 The Company reincorporated in Washington and changed the company name to B-Teller, Inc. On March 22, 2006, the Company entered into a Merger Agreement with Bank Teller Ltd. a United Kingdom Corporation by exchanging 100% of the shares in Bank Teller Ltd. for 6,000,000 post split common shares of the company. On March 27, 2006 the company issued an additional 4,000,034 post split common shares for a convertible note. On May 12, 2006, 1,500,000 shares of common stock were issued to Midland FI Marketing, Ltd. as a result of a contract for services. The commons shares were issued pursuant to the exemption from the registration requirements of the federal securities laws provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.
Effective upon the merger, B-Teller, Inc. senior management became senior management of the Company, including Armando Russo President and director and J.A. Claydon, Secretary and director.
B-Teller, Inc. is a wholesale electronic payment provider. Payments which are not sent and received from within the same European territory are considered to be cross-boarder and so use the S.W.I.F.T. network. S.W.I.F.T. is considered by many organization s to be an expensive method for the movement of payments messages. With the advent of the Euro, it is now the European Union’s intention to upgrade Europe’s banking technology infrastructure so that any payment crossing the “euro zone’ will be considered a domestic payment, which will negate the need to use S.W.I.F.T. and will make payments move more quickly and cost-effectively across the EU countries. Bank Teller will act as a payment processing hub, which will route wholesale payments across any network using the most cost-effective route. Bank Teller customers will access Bank Teller’s ASP-Based services via a local Bank Teller General User Interface (GUI), allowing corporate treasurers and financial officers with the ability to execute their payments form a remote and centralized location, thereby saving time and money.
Upon completion of the shares exchange Bankteller Ltd. gained nearly 59% control of the Company. Bankteller Ltd. is controlled by Tim Reeves who holds nearly 4 million of the 15 million shares held by Bankteller. Tim Reeves has 16% control of B-Teller, Inc.
New management cannot provide any assurances that they will be able to secure sufficient funds to satisfy the cash requirements for the next 12 months. The inability to secure additional funds would have a material adverse effect on the Company.
These financial statements are presented on the basis that the Company will continue as a going concern. Other than the previously disclosed impairments, no adjustments have been made to these financial statements to give effect to valuation adjustments that may be necessary in the event the Company is not able to continue as a going concern. The effect of those adjustments, if any, to individual periods could be substantial.
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis contains statements that are forward-looking and involve risks and uncertainties. Several factors could cause actual results to differ materially from those described in such forward-looking statements. This includes the Company’s ability to manage growth, involvement in litigation, competition, ongoing contractual relationships, dependence upon key personnel, changes in customer demand for product and services, and the adoption of new, or changes in, accounting policies, practices and estimates and the application of such policies, practices, and estimates, and federal and state governmental regulation.
The following financial data should be read in conjunction with the consolidated financial statements of B-Teller, Inc. related notes and other financial information appearing elsewhere in this report.
OVERVIEW
B-Teller, Inc. (“B-Teller”) (formerly known as Hot Products, Inc.com) and (formerly SC&T International, Inc.) was formed in June 1993. In 2002 we closed our business operations due to lack of funding and we were de-listed to the pink sheets for lack of current Securities and Exchange Commission filings.
NET REVENUES
There were no revenues for the quarter ended July 31, 2003 as compared to the quarter ended July 31, 2002 of $40,753. This decreased in revenue due to the closing of our business operations on September 2002.
SELLING AND PROMOTION
There were no sales and promotion for the quarter ended July 31, 2003 as compared to the quarter ended July 31, 2002 of $6,495. This decreased in sales and promotion due to the closing of our business operations on September 2002.
OFFICE AND ADMINISTRATION
There were no office and administration for the quarter ended July 31, 2003 as compared to the quarter ended July 31, 2002 of $166,052. This decreased in office and administration due to the closing of our business operations on September 2002.
OTHER EXPENSES AND INCOME
There were no other expenses and income for the quarter ended July 31, 2003 as compared to ($23,080) for the year ended July 31, 2002. In July 31, 2002 the company closed its operations and had other income from the return of lease deposit of $23,080.
NET INCOME (LOSS)
There were no net income (loss) for the quarter ended July 31, 2003 as compared to $112,593 in July 31, 2002 a result of the closing of the business operation in September 2002.
NET LOSS AND INCOME PER SHARE
There were no per share for the three months ended July 31, 2003 as compared to $.01 three months ended July 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
All of the company’s current obligations were funded through Leslie Investment. The company closed our business operations due to lack of funding.
Delinquent Filing of SEC Reports and Inadequacies of Disclosures
The Company failed to timely file with Securities and Exchange Commission (“SEC”) its periodic reports, including its annual reports on Form 10KSB for fiscal 2002, 2003, 2004 and 2005, and its Form 10QSB reports for its 2003, 2004, 2005. The Company intends to shortly complete the filing of all the required periodic reports.
Other Considerations
There are numerous factors that affect our business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for the Company’s product or services, the level and intensity of competition pressures that may result, the Company’s ability to develop new services based on new or evolving technology and the market’s acceptance of those new services, the Company’s ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and the ability to continue to improve infrastructure including personnel and systems, to keep pace with the growth in its overall business activities.
Forward-Looking Statements
Except for historical information contained herein, this Form 10-QSB contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The Company may make written or oral forward-looking statements from time to time in filings with the SEC, in press releases, or otherwise. The words “believes,” “expects,” “anticipates,” “intends,” “forecasts,” “project,” “plans,” “estimates” and similar expressions identify forward-looking statements. Such statements reflect the current views with respect to future events and financial performance or operations and are only as of the date the statements are made. Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements. The Company’s actual results may differ materially from such statements. Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-QSB, as well as those discussed in Form 10-KSB which is incorporated by reference in this Form 10-QSB.
Management believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded, as a representation that the future events, plans, or expectations contemplated will be achieved. The Company undertakes no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in expectations or any change in events, conditions, or circumstances on which any such statements are based. Our filings with the Securities Exchange Commission, including the Form 10-KSB, and may be accessed at the SEC’s web site, www.sec.gov.
PART II - OTHER INFORMATION
We have no pending litigation with the Company
Evaluation of Disclosure Controls and Procedures
The Company maintains controls and procedures designed to ensure that information required to be disclosed in this report is recorded, processed, accumulated, and reported to its management, including the chief executive officer to allow timely decisions regarding the required disclosures. Within the 90 days prior to the filing date of this report, B-Teller’s management, with the participation of its chief executive officer and corporate accounting, performed an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. This officer and management have concluded that such disclosure controls and procedures are effective at ensuring that required information is disclosed in the Company’s reports.
Changes in Internal Controls
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.
| EXHIBITS AND REPORTS ON FORM 8-K |
Reports on Form 8-K
Changes in Registrant’s Certifying Accountant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
B-TELLER, INC.
By /s/ Armando Russo
President
By /s/ J. A. Claydon
Secretary
June 5, 2006
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