UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number: 0-27565
HUNNO TECHNOLOGIES INC
(Exact name of small business issuer as specified in its charter)
Delaware 84-1343594
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2700 North 29th Avenue, Suite 305, Hollywood,FL 33020
(Address of principal executive offices) (Zip Code)
(954) 923-4438
(Issuer's telephone number)
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 report(s), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, $.001 par value
12,024,102 shares outstanding as of June 30, 2003.
Transitional Small Business Disclosure Format: Yes __ No X
1
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited).......................................3
Item 2. Management's Plan of Operations........................................4
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................6
Item 2. Changes in Security....................................................6
Item 3. Default Upon Senior Securities.........................................6
Item 4. Submission of Matters to a Vote of Security Holders....................6
Item 5. Other Information......................................................6
Item 6. Exhibits and Reports on Form 8-K.......................................6
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Page
FINANCIAL STATEMENTS
Balance Sheets............................................................F-1
Statements of Operations and Accumulated Deficit..........................F-2
Statements of Cash Flows..................................................F-3
Notes to the Financial Statements.........................................F-4
3
Balance Sheet
for Hunno Technologies Inc
ASSETS
June 30, December 31,
2003 2002
------------------- ------------------
(Unaudited)
CURRENT ASSETS
TOTAL CURRENT ASSETS $ - $ -
------------------- ------------------
TOTAL ASSETS $ - $ -
=================== ==================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ - $ 283
------------------- ------------------
Due to Officer 29,641 24,704
------------------- ------------------
TOTAL CURRENT LIABILITIES 29,641 24,987
------------------- ------------------
TOTAL LIABILITIES 29,641 24,987
------------------- ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $0.001 Par Value, Non-Voting,
1,000,000 Shares Authorized,
0 Shares Issued & Outstanding - -
Common Stock, $0.001 Par Value, 50,000,000 Shares
Authorized, 11,867,109 Shares Issued & Outstanding
in 2003 and 12,024,102 Shares Issued & Outstanding
in 2002 11,867 12,024
Additional Paid in Capital 2,525,754 2,524,597
Retained Earnings (Accumulated Deficit) (2,567,262) (2,561,608)
------------------- ------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (29,641) (24,987)
------------------- ------------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
=================== ==================
See Notes to Financial Statements.
F-1
Statements of Operations and Accumulated Deficit
for Hunno Technologies Inc
For the Three Months For the Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
REVENUES $ - $ - $ - $ -
OPERATING EXPENSES
Officer Compensation 1,000 1,125,000 1,000 1,125,000
Consultants - 150,000 - 150,000
Other Administrative 4,655 3,502 4,655 7,909
------------- ------------- ------------- -------------
TOTAL OPERATING EXPENSES 5,655 1,278,502 5,655 1,282,909
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (5,655) $ (1,278,502) $ (5,655) $ (1,282,909)
============= ============= ============= =============
NET INCOME (LOSS) PER
COMMON SHARE
Basic $ (0.00) $ (0.18) $ (0.00) $ (0.36)
============= ============= ============= =============
Diluted $ (0.00) $ (0.18) $ (0.00) $ (0.36)
============= ============= ============= =============
SHARES USED IN COMPUTING
NET INCOME (LOSS) PER
COMMON SHARE
Basic 11,603,373 7,046,080 11,237,275 3,554,489
============= ============= ============= =============
Diluted 11,603,373 7,046,080 11,237,275 3,554,489
============= ============= ============= =============
See Notes to Financial Statements.
F-2
Statements of Cash Flows
for Hunno Technologies Inc
For the Six Months
Ended June 30,
2003 2002
------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ (5,655) $ (1,282,909)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Used in
Operating Activities
Stock issued for compensation 1,000 1,275,000
Increase (Decrease) in Accounts Payable (282) (2,521)
------------------ ------------------
NET CASH USED IN (PROVIDED BY)
OPERATING ACTIVITIES (4,937) (10,430)
------------------ ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
NET CASH PROVIDED BY
(USED IN) INVESTING ACTIVITIES 0 0
------------------ ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Advances from Officer 4,937 10,430
------------------ ------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 4,937 10,430
------------------ ------------------
NET INCREASE (DECREASE) IN CASH 0 0
CASH, BEGINNING OF PERIOD 0 0
------------------ ------------------
CASH, END OF PERIOD $ 0 $ 0
================== ==================
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 0 $ 0
================== ==================
Income Taxes $ 0 $ 0
================== ==================
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
On April 24, 2003, the Board of Directors issued 9,500,000 shares of the
Company's common stock to the president as compensation. 8,500,000 shares
replaced the shares cancelled with the Hunno Korea agreement, and an additional
1,000,000 shares were issued. The additional stock was valued at $0.001 per
share.
See Notes to Financial Statements.
F-3
HUNNO TECHNOLOGIES, INC
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with Notes
to Financial Statements contained in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2002. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
June 30, 2003 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2003.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
2. Stock Transactions
On April 24, 2003, the Board of Directors issued 9,500,000 shares of
the Company's common stock to the president as compensation. 8,500,000 shares
replaced the shares cancelled with the Hunno Korea agreement, and an additional
1,000,000 shares were issued. The additional stock was valued at $0.001 per
share.
There also was an adjustment of (1,156,993) to the number of
outstanding shares of common stock as of December 31, 2002. This adjustment has
an immaterial effect on previous financial statements. It has no effect on the
loss per share for the March 31, 2003 Form 10-QSB and increases the loss per
share for the December 31, 2002 Form 10-KSB by $(0.02).
3. Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has sustained
recurring operating losses and has minimal assets. These factors raise
substantial doubt as to the Company's ability to continue as a going concern.
The future of the Company is dependent upon its ability to raise additional
working capital and to seek potential merger candidates.
F-4
Item 2. Management's Plan of Operation
Overview
As used in this Quarterly Report, the terms "we", "us", "our", and the "Company"
mean Skintek Labs, Inc., a Delaware corporation. On April 30, 2001 we entered
into a Share Transfer Agreement with Performance Brands, Inc. ("PBI") and our
former president and sole director, Stacy Kaufman. In the agreement we
transferred all PBI shares to Kaufman. As a result of the share transfer
transaction, we have become a non-operating company without any subsidiaries,
and we are seeking a business combination or other transaction with a third
party including possible sale of stock resulting in a change in control, which
we believe will be in the best interests of our shareholders, including our
principal shareholders ("Transaction").
Our current activity is limited to seeking new business opportunities. We will
use our limited personnel and financial resources principally in connection with
structuring and consummating a Transaction and it may be expected that any
Transaction will involve the issuance of our shares of common stock. To the
extent that common stock is used as consideration to effect a Transaction,
available cash, if any, of which there can be no assurance, will in all
likelihood be used to finance new operations that may result from a Transaction.
At March 31, 2003, we had no cash or other current assets.
Forward-Looking Statements
To the extent that we make forward-looking statements in the "Management's Plan
of Operation" in this Quarterly Report, we emphasize that forward-looking
statements involve risks and uncertainties and our actual results may differ
materially from those expressed or implied by our forward looking statements.
All forward looking statements in this Quarterly Report reflect our current
views about future events and are based on assumptions and are subject to risks
and uncertainties. Generally forward-looking statements include phrases with
words such as "expect", anticipate", "intend", "plan", "believe", "seek",
"estimate" and similar expressions to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, our
actual results may differ materially from those expressed or implied by these
forward-looking statements. All forward-looking statements in this Quarterly
Report reflect our current views about future events and are based on
assumptions and are subject to risks and uncertainties.
Plan of Operations
This Quarterly Report contains reference to our intent to explore and pursue new
business opportunities as a result of our becoming a non-operating company
following the disposition of PBI, our former wholly-owned subsidiary, pursuant
to the Share Transfer Agreement dated April 30, 2001. Any plan to pursue new
business opportunities may involve certain estimates and plans related to us,
which assumes certain events, trends and activities will occur and the projected
information based on those assumptions. We do not know that any assumptions that
we may make will be accurate. In particular, we do not know and cannot predict
with any degree of certainty the growth in any business or industry in which we
may seek to operate. If our assumptions are wrong about any events, trends and
activities, and specifically about which business opportunity to pursue, if any,
and because of our limited resources, then our efforts regarding and new
business opportunity may also be wrong.
The disclosure contained in this Form 10-QSB reflects a 500 for 1 reverse share
recapitalization effective April 18, 2002. This recapitalization was approved by
written consent of the majority of the Company's shareholder pursuant the
Delaware General Corporation Law.
4
During the three months ended June 30, 2003, our statement of operations
reflects that we had no revenues from any business operations. Our balance sheet
reflects no assets and only insignificant liabilities.
Liquidity and Capital Resources
At June 30, 2003, we had no assets and had only limited liabilities of $$29,641
which principally represents an amount due to our sole officer/director for
advances made to pay our administrative expenses.
While we have been dependent during this quarter upon limited interim advances
made on our behalf by Mr. Baker to pay professional fees, principally
related to accounting expenses, we have no written finance agreement with Mr.
Baker to provide any continued funding.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has sustained recurring
operating losses and has minimal assets. These factors raise substantial doubt
as to the Company's ability to continue as a going concern. The future of the
Company is dependent upon its ability to raise additional working capital and to
seek potential merger candidates.
We may determine to seek to raise funds from the sale of equity or debt
securities, from bank or other borrowings or a combination thereof as part of
any consideration in effecting a business combination or other Transaction.
However, we have no commitments as of the date hereof to issue any securities,
and cannot at this time predict whether equity or debt financing will become
available at terms acceptable to us, if at all. We anticipate that in connection
with a Transaction, we will, in all likelihood, issue a substantial number of
additional shares and to the extent that such additional shares are issued, our
shareholders will experience a dilution in their ownership interest.
Additionally, if a substantial number of our shares are issued in connection
with the consummation of a Transaction, a change in control may be expected to
occur.
Our limited resources may make it difficult to borrow funds. The amount and
nature of any borrowing by us will depend on numerous factors, including our
capital requirements, potential lenders' evaluation of our ability to meet debt
service on borrowing and the then prevailing conditions in the financial
markets, as well as general economic conditions. We do not have any arrangements
with any bank or financial institution to secure additional financing and there
can be no assurance that such arrangements if required or otherwise sought,
would be available on terms commercially acceptable or otherwise in our best
interests. Our inability to borrow funds required to effect or facilitate a
Transaction, or to provide funds for an additional infusion of capital into any
target business, may have a material adverse effect on our financial condition
and future prospects, including the ability to effect a Transaction. To the
extent that debt financing ultimately proves to be available, any borrowing will
subject us to various risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest. Furthermore, a target business may have already
incurred debt financing and, therefore, subject us to all the risks inherent
thereto.
5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Security
Not applicable.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
(a) Exhibits:
Exhibit No. Document Description
99.1 Certifications
(b) Form 8-K.
On August 12, 2003, we filed an 8-K announcing the resignation
of our auditors.
6
SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Hunno Technologies, Inc.
By: /s/ Marc Baker
Marc Baker, President, CFO and Director
Dated: August 12, 2003
7
CERTIFICATIONS
I, Marc Baker, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hunno Technologies
Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to
us by others, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors;
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 12, 2003
/s/ Marc Baker
Marc Baker
Chief Executive Officer &
Chief Finanical Officer
