UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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 the quarterly period ended June 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 033-05384
GTDATA CORP.
(Exact name of Registrant as specified in its charter)
NEVADA | 87-0443026 |
| (State or other Jurisdiction of | (IRS Employer I.D. No.) |
| Incorporation or organization) | |
7045 WILD WAVE DRIVE, LAS VEGAS, NEVADA 89131
(Address of principal executive offices)
(702) 839-0724
(Issurer’s telephone number)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. [X] Yes [ ] No
State the number of shares outstanding of each of the registrant's classes of common stock, as of June 30, 2005: 11,710,824 shares of common stock, $.001 par value per share.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GTDATA CORPORATION
BALANCE SHEET
JUNE 30, 2005
(UNAUDITED)
| ASSETS | |
| | | | |
| Current assets | | | | |
| Cash | | $ | 1,049 | |
| Total current assets | | | 1,049 | |
| | | | | |
| | | | | |
| Mineral rights | | | 80,000 | |
| | | | | |
| Total assets | | $ | 81,049 | |
| | | | | |
| | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
| | | | | |
| Current liabilities | | | | |
| Accounts payable and accrued liabilities | | $ | 168,520 | |
| Due to related parties | | | 38,500 | |
| Total current liabilities | | | 207,020 | |
| | | | | |
| Total liabilities | | | 207,020 | |
| | | | | |
| Commitments and contingencies | | | - | |
| | | | | |
| Stockholders' deficit | | | | |
| Series A preferred stock, $0.001 par value; 1 share | | | | |
| authorized, issued and outstanding | | | - | |
| Series B preferred stock, $0.001 par value; 10,000,000 | | | | |
| authorized; and no shares issued or outstanding | | | - | |
| Common stock, $0.001 par value; 250,00,000 shares | | | | |
| authorized, 11,710,824 shares issued and outstanding | | | 11,711 | |
| Additional paid-in capital | | | 3,000,068 | |
| Accumulated deficit | | | (3,137,750 | ) |
| Total stockholders' deficit | | | (125,971 | ) |
| | | | | |
| Total liabilities and stockholders' deficit | | $ | 81,049 | |
| | | | | |
See Accompanying Notes to Financial Statements
GTDATA CORPORATION
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
| | | | | | |
| | | For the Three Months Ended | | For the Six Months Ended | |
| | | June 30, 2005 | | June 30, 2004 | | June 30, 2005 | | June 30, 2004 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Revenue | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | |
| Operating expenses | | | | | | | | | | | | | |
| Employee compensation | | | - | | | | | | - | | | | |
| General and administrative | | | 3,100 | | | 9,863 | | | 11,600 | | | 78,964 | |
| | | | | | | | | | | | | | |
| Total operating expenses | | | 3,100 | | | 9,863 | | | 11,600 | | | 78,964 | |
| | | | | | | | | | | | | | |
| Operating loss from continuing operations | | | (3,100 | ) | | (9,863 | ) | | (11,600 | ) | | (78,964 | ) |
| | | | | | | | | | | | | | |
| Other income (expense): | | | | | | | | | | | | | |
| Other income | | | - | | | - | | | - | | | - | |
| Other expense | | | - | | | - | | | - | | | - | |
| Loss from disposition of TSLi | | | - | | | - | | | - | | | - | |
| Interest expense, net | | | - | | | | | | - | | | | |
| | | | | | | | | | | | | | |
| Total other income (expense) | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | |
| Loss from continuing operations before provision for income taxes | | | (3,100 | ) | | (9,863 | ) | | (11,600 | ) | | (78,964 | ) |
| | | | | | | | | | | | | | |
| Provision for income taxes | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | |
| Loss from continuing operations | | | (3,100 | ) | | (9,863 | ) | | (11,600 | ) | | (78,964 | ) |
| | | | | | | | | | | | | | |
| Income (loss) from discontinued operations, net of taxes | | | - | | | | | | - | | | | |
| | | | | | | | | | | | | | |
| Net loss | | $ | (3,100 | ) | $ | (9,863 | ) | $ | (11,600 | ) | $ | (78,964 | ) |
| | | | | | | | | | | | | | |
| Earnings (loss) per common share - basic and diluted: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Loss from continuing operations | | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.08 | ) |
| | | | | | | | | | | | | | |
| Income (loss) from discontinued operations | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | |
| Net loss | | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.08 | ) |
| | | | | | | | | | | | | | |
| Weighted average common shares outstanding - | | | | | | | | | | | | | |
| basic | | | 11,710,824 | | | 1,299,271 | | | 10,158,008 | | | 942,737 | |
| | | | | | | | | | | | | | |
| Weighted average common shares outstanding - | | | | | | | | | | | | | |
| diluted | | | 12,360,824 | | | 1,299,271 | | | 10,721,820 | | | 942,737 | |
| | | | | | | | | | | | | | |
See Accompanying Notes to Financial Statements
GTDATA CORPORATION
STATEMENT OF STOCKHOLDERS DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2005
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | Total | |
| | | Preferred A | | Preferred B | | Common Stock | | Additional | | Accumulated | | Stockholders' | |
| | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Paid-in Capital | | Deficit | | Deficit | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2004 | | | - | | $ | - | | | - | | $ | - | | | 1,852,390 | | $ | 1,853 | | $ | 2,882,710 | | $ | (3,126,150 | ) | $ | (241,587 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of shares in exchange for | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| mineral claims | | | - | | | - | | | - | | | - | | | 9,858,434 | | | 9,858 | | | 70,142 | | | - | | | 80,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of 650,000 stock options | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| for settlement of payable | | | - | | | - | | | - | | | - | | | - | | | - | | | 47,216 | | | - | | | 47,216 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (11,600 | ) | | (11,600 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, June 30, 2005 | | | - | | $ | - | | | - | | $ | - | | | 11,710,824 | | $ | 11,711 | | $ | 3,000,068 | | $ | (3,137,750 | ) | $ | (125,971 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See Accompanying Notes to Financial Statements
GTDATA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
| | | For the Six Months Ended | |
| | | June 30, 2005 | | June 30, 2004 | |
| | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
| Net loss | | $ | (11,600 | ) | $ | (78,964 | ) |
| Adjustments to reconcile loss from continuing | | | | | | | |
| operations to net cash used in operating activities: | | | | | | | |
| Stock based expenses | | | - | | | 35,000 | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable and accrued liabilities | | | 3,000 | | | 250 | |
| | | | | | | | |
| Net cash used in operating activities of continuing operations | | | (8,600 | ) | | (43,714 | ) |
| | | | | | | | |
| CASH FLOW FROM INVESTING ACTIVITIES | | $ | - | | $ | - | |
| | | | | | | | |
| CASH FLOW FINANCING ACTIVITIES | | | | | | | |
| Proceeds from issuance of common stock | | | - | | | 18,000 | |
| Proceeds from borrowings from related parties | | | - | | | 21,500 | |
| Proceeds from borrowings on notes payable to related parties | | | 8,500 | | | - | |
| | | | | | | | |
| Net cash provided by financing activities of continuing operations | | | 8,500 | | | 39,500 | |
| | | | | | | | |
| | | | | | | | |
| NET CHANGE IN CASH | | | (100 | ) | | (4,214 | ) |
| | | | | | | | |
| CASH AT BEGINNING OF YEAR | | | 1,149 | | | 4,363 | |
| | | | | | | | |
| CASH AT END OF YEAR | | $ | 1,049 | | $ | 149 | |
| | | | | | | | |
| SUPPLEMENTAL INFORMATION | | | | | | | |
| | | | | | | | |
| Income Tax Paid | | $ | - | | $ | - | |
| | | | | | | | |
| Interest Paid | | $ | - | | $ | - | |
| | | | | | | | |
| 650,000 stock options issued in settlement of accounts payable | | | | | | | |
| exercisable at $0.001 per share | | $ | 47,216 | | $ | - | |
| | | | | | | | |
See Accompanying Notes to Financial Statements
GTDATA CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended December 31, 2004 of GTData Corporation (the "Company").
The interim financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of GTData Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2005 and the results of operations, stockholders' equity and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Going concern - 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 has incurred incurred net losses of approximately $3,100 and 11,600 for the three and six months ended June 30, 2005, has current liabilities in excess of current assets by approximately $206,000 and currently has no operations other than managing its corporate affairs. The company’s ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of a business operation, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Reclassifications - Certain reclassifications have been made in the prior period financial statements to conform to the current presentation.
Common Stock - During 2004, the Company approved a 1-for-10 reverse stock split on its common stock. Accordingly, the accompanying financial statements have been retroactively adjusted as if the reverse stock split had occurred at the Company’s inception.
In June 2005, the Company settled an accounts payable of $47,216 by issuing options to acquire stock in the company with an exercise price of $0.001 per share.
GTDATA CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POILICIES
Use of estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Stock-based compensation - The Company applies Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations, in accounting for stock options issued to employees. Under APB No. 25, employee compensation cost is recognized when estimated fair value of the underlying stock on date of the grant exceeds exercise price of the stock option. For stock options and warrants issued to non-employees, the Company applies Statements of Financial Accounting Standards (“SFAS”) No. 123 Accounting for Stock-Based Compensation, which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model.
The Company issued no stock, neither granted warrants or options, to employees for compensation for the six months ended June 30, 2005.
On January 19, 2005, the Company entered into an Assignment and Assumption Agreement (“Agreement”) with a Company that holds and Option Purchase Agreement (“Contract”) for purchase and sale of property in British Columbia, Canada. In consideration for the Agreement, the Company issued 9,858,434 shares of common stock valued at $80,000.00. On January 22, 2005, the registrant acquired the 100% interest in a copper, gold and platinum mineral prospect (the "Property"). The Property consists of 20 claim units in central British Columbia, Canada approximately 45 miles east of Williams Lake. The Property is located in the central Quesnel Trough and adjoins the south border of Imperial Metals', Mount Polley copper/gold mine.
Related parties to the company have advanced funds to pay ongoing operating expenses of the company. As of June 30, 2005, the Company had a remaining balance due to a related parties of $38,500.
| 5. | RE-PRICED STOCK OPTIONS |
During the six months ended June 30, 2004, the re-priced options for 400,000 shares of common stock which were issued during 2003 from $0.20 to $0.10 per share. As a result of this re-pricing, the Company issued the 400,000 shares to two individuals: (1) the President of the Company; and (2) shareholder of the Company. The Company recorded a $40,000 expense related to this re-pricing and subsequent issuance of common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
PLAN OF OPERATIONS
Overview
GTDATA is a Nevada based corporation. During most of 2003, it conducted its business operations through its then wholly-owned subsidiaries, TSLi and GTDATA Delaware. (GTDATA Delaware is merely a legal entity; it has no assets or operations of any nature). On November 17, 2003, GTDATA’s Board of Directors voted unanimously to sign a General Assignment Agreement with The Hamer Group that effectively resulted in the liquidation of TSLi. The decision by GTDATA’s Board of Directors was based primarily on the significant deterioration of both TSLi’s customer base and its financial condition. Also factoring into the board’s decision was the fact that the Company received notice that TSLi’s revolving credit line would not be renewed by its current lender when the agreement expired on November 15, 2003. The impending loss of TSLi’s credit line, coupled with the significant deterioration in TSLi’s customer base, rendered TSLi’s chances of survival almost nonexistent. As a result, on November 17, 2003, the Board of Directors of GTDATA voted unanimously to liquidate TSLi.
The liquidation of TSLi left GTDATA Corporation with no business operations of any kind. The decision to liquidate TSLi provided the Company’s Board of Directors with the opportunity to restructure GTDATA’s debts so that GTDATA could continue as a going concern. However, there can be no assurances that GTDATA will be able to continue as a going concern. This is especially true in light of the fact that at fiscal year end, GTDATA had only $1,149 in assets as compared to $242,737 in liabilities.
On January 22, 2005, we acquired a 100% interest in a copper, gold and platinum mineral prospect (the “Property”). The Property consists of 20 claim units in central British Columbia, Canada approximately 45 miles east of Williams Lake. The Property is located in the central Quesnel Trough and adjoins the south border of Imperial Metals’, Mount Polley copper/gold mine. Our business plan is now to explore and develop the potential minerals on the Property. Currently, GTDATA does not have any employees drawing a salary nor does it have any products or services to offer for sale or to use to generate revenues.
Liquidity, Capital Resources, and Contingencies
The Company currently has a number of obligations that it is unable to meet without generating revenues or raising additional capital. If the Company cannot generate revenues or raise additional capital in the near future, the Company will not be able to develop its business plan and may become insolvent and its stock would become illiquid or worthless.
The Company expects to continue using stock to satisfy its liabilities as it continues to cope with both its net losses and working capital shortfall. With no current means to generate revenues, the Company must secure additional funding if it is to continue as a going concern. The Company’s short-term plan for the survival of its continuing operations is to minimize expenses and to issue common stock to satisfy both its existing liabilities and any liabilities incurred in the immediate future while it attempts to secure additional financing. Without an immediate cash infusion, it is not likely that the Company will be able to continue as a going concern.
Forward-Looking Statements:
Many statements made in this report are forward-looking statements that are not based on historical facts. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made.
ITEM 3 - CONTROLS AND PROCEDURES.
As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Robert Genesi. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us which is required to be included in our periodic SEC filings and that the controls and procedures were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable
ITEM 3. DEFAULTS 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 AND REPORTS ON FORM 8-K.
(a) Exhibits
EXHIBIT NUMBER. DESCRIPTION
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
(b) Reports on Form 8-K.
None
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 15, 2005
GTDATA CORPORATION
By: /s/ Robert Genesi
Name: Robert Genesi
Title: Principal Executive Officer
Principal Financial Officer
