SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
Commission File Number 33-2775-A
TECHNICAL VENTURES INC.
[ ] Accelerated Filer [X] Is Not an Accelerated Filer
______________________________________________________________________________
(Exact Name of Small Business Issuer As Specified In Its Charter)
New York 13-3296819
______________________________________________________________________________
(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Of Organization) Identification No.)
3411 McNicoll Avenue, Unit 11, Scarborough, Ontario, Canada M1V 2V6
______________________________________________________________________________
(Address of Principal Executive Offices, Zip Code)
Issuer's Telephone Number, Including Area Code (416) 299-9280
______________________________________________________________________________
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding for each of the issuer's classes of
common stock, as of April 30, 2004.
42,177,606 Shares Of Common Stock, $.01 Par Value
______________________________________________________________________________
Page 1 of 17 Pages
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
CONSOLIDATED BALANCE SHEETS[ Notes 1 and 2 ]
[Not Audited]
ASSETS March 31,2004 June 30,2003
CURRENT ASSETS
Cash $ 2,160 $23,417
Accounts Receivable 101,571 110,761
Inventory [Note 3] 52,705 67,010
TOTAL CURRENT ASSETS $156,436 $201,188
OTHER ASSETS
Deposits 15,977 15,421
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation of $712,974
at March 31,2004 and $656,917 at June 30,
2003 283,910 313,169
TOTAL ASSETS $456,323 $529,778
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31,2004
[Not Audited]
CONSOLIDATED BALANCE SHEETS [Notes 1 and 2]
LIABILITIES March 31,2004 June 30,2003
CURRENT LIABILITIES
Accounts Payable And Accrued Expenses $805,135 $681,186
Current Portion of Notes Payable 90,000 90,000
(Note 4)
Capital Lease Obligations (Note 4) 86,222 83,904
Loans From Private Lenders 195,536 67,211
Current Portion of Loan From
Stockholders, Unsecured, Interest Free 142,024 149,374
Total Current Liabilities 1,318,917 1,071,675
LONG-TERM LIABILITIES, net of current portion
Notes Payable 116,948 41,969
Shareholders 187,720 191,124
Other - 29,259
304,668 262,352
STOCKHOLDERS' DEFICIENCY
Common stock $.01 par value, 50,000,000
shares authorized (Note 6):
Issued and outstanding, 42,177,606 at
March 31, 2004 and 41,236,106 at
June 30, 2003 $421,776 $412,361
Additional Paid in Capital (Note 6): 6,559,748 6,504,456
ACCUMULATED OTHER COMPREHENSIVE INCOME 271,169 289,767
Deficit (8,419,955) (8,010,833)
Total Stockholders' Deficiency (1,167,262) (804,249)
$456,323 $529,778
See Notes To Condensed Consolidated Financial Statements
(2)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(NOT AUDITED)
Nine Months Ended Nine Months Ended
March 31, 2004 March 31, 2003
SALES $606,204 $653,739
COST OF SALES 655,162 611,670
GROSS MARGIN (48,958) 42,069
EXPENSES
Administration 137,293 199,940
Interest and Other 103,904 59,652
Research & Development 85,290 91,684
Selling 63,145 85,792
Contingent Legal Expense - 6,480
389,632 443,548
LOSS BEFORE UNDER NOTED ITEMS (438,590) (401,479)
Fiscal 2004 - Gain From Extinguishment
Of Debt
Fiscal 2003 - Rebate of Realty Taxes 29,468 2,521
NET LOSS ($409,122) (398,958)
BASIC LOSS PER COMMON SHARE ($0.00) ($0.01)
FULLY DILUTED LOSS PER COMMON SHARE ($0.00) ($0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING FOR THE PERIOD 41,692,142 36,590,458
See Notes To Condensed Consolidated Financial Statements
(3)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(NOT AUDITED)
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
SALES $154,654 $256,123
COST OF SALES 187,469 220,214
GROSS MARGIN (32,815) 35,909
EXPENSES
Administration 42,283 96,294
Interest and Other 40,862 27,508
Research & Development 28,671 41,289
Selling 16,272 52,032
Contingent Legal Expense - 6,480
128,088 223,603
LOSS BEFORE UNDER NOTED ITEMS ($160,903) ($187,694)
Gain From Extinguishment of Debt 29,468 -
NET LOSS ($131,435) ($187,694)
BASIC LOSS PER COMMON SHARE ($0.00) ($0.00)
FULLY DILUTED LOSS PER COMMON SHARE ($0.00) ($0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING FOR THE PERIOD 42,007,002 38,210,839
See Notes To Condensed Consolidated Financial Statements
(4)
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY)
(Amounts Expressed In US Dollars)
NOT AUDITED
<Table>
Common Stock Additional Cumulativ
Issued and Outstanding Paid In Translati
Shares Amount Capital Deficit Adjustmen
$ $ $ $
Balance June 30, 2002 34,595,706 345,957 5,874,320 (7,417,920) 344,128
Subscription Received 150,000
Common Stock Issued 2,300,000 23,000 187,000
[Note 6]
S8 Common Stock Issued 2,790,400 27,904 162,136
NET LOSS (398,958)
Cumulative Translation
Adjustment (18,323)
Balance, March 31,
2003 39,686,106 396,861 6,373,456 (7,816,878) 325,805
Balance June 30,2003 41,236,106 412,361 6,504,456 (8,010,833) 289,767
Common Stock Issued
(Note 6) 741,500 7,415 41,292
S8 Common Stock Issued
(Note 6) 200,000 2,000 14,000
NET LOSS (409,122)
Cumulative Translation
Adjustment (18,598)
Balance, December 31,
2003 42,177,606 421,776 6,559,748 ` (8,419,955) 271,169
</Table>
See Notes To Consolidated Financial Statements
(5)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31,2004
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount Expressed In US Dollars)
Not Audited
Nine Month Period Nine Month Period
Ended Ended
March 31, 2004 March 31, 2003
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss ($409,122) ($398,958)
Adjustment to reconcile net loss
used by operating activities
Depreciation and amortization 37,910 26,400
Stock Issued for Services Performed 22,750 105,040
(Increase) Decrease In Accounts
Receivable ` 12,250 (73,558)
(Increase) Decrease In Prepaid Expenses (131) 3,159
(Increase) Decrease In Inventory 16,156 (9,289)
Increase (Decrease) In Accounts
Payable And Accrued Expense 105,132 95,479
(215,055) (251,727)
CASH FLOW FROM INVESTING ACTIVITIES
(Increase) Decrease In Deposits - (153)
(Increase) Decrease In Advances
to Stockholders - -
Acquisition of Equipment & Property - (226,860)
- (227,013)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note payable to Cooper
Financial - (10,225)
Proceeds from Private Lenders (11,618) (12,514)
Proceeds from (repayments of)
Stockholders' Loans 134,152 23,979
Proceeds from Issue of Stock 41,957 444,999
Gain from Extinguishment of Debt 30,067 -
194,558 446,239
EFFECT OF EXCHANGE RATE ON CASH (760) 4,852
NET INCREASE (DECREASE) IN CASH
BALANCE FOR THE PERIOD (21,257) (27,649)
Cash Balance, beginning of period 23,417 32,663
Cash Balance, end of period $2,160 $5,014
PAYMENTS MADE DURING THE PERIOD
FOR INTEREST $14,787 $16,616
See Notes To Condensed Consolidated Financial Statements
(6)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31,2004
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :
a) The accompanying condensed consolidated 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. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included.
Operating results for the nine months ended March 31,2004 are not
necessarily indicative of the results that may be expected for the year
ended June 30, 2004. For further information refer to the financial
statements and footnotes thereto included in the annual report on form
10-KSB for the year ended June 30, 2003.
b) Principals Of Consolidation
The consolidated financial statements include the accounts of Technical
Ventures Inc. ("TVI") and its majority-owned subsidiaries, Mortile
Industries Ltd., ("Mortile"), Fam Tile Restoration Services Ltd. and
MPI Perlite Ltd. All material intercompany transactions and balances
have been eliminated.
c) Foreign Currency Translation:
Mortile maintains its books and records in Canadian dollars. Foreign
currency transactions are reflected using the temporal method. The
translation of the financial statements of the subsidiary from
Canadian dollars into United States dollars is performed for the
convenience of the reader. Balance sheet accounts are translated using
closing exchange rates in effect at the balance sheet date and income
and expense accounts are translated using an average exchange rate
prevailing during each reporting period. No representation is made
that the Canadian dollar amounts could have been or could be realized
at the conversion rates. Adjustments resulting from the translation
are included in the accumulated comprehensive income in stockholders'
deficiency.
d) Fair Value Presentation:
There are financial instruments, none of which are held for trading
purposes. Estimates that the fair value of all financial instruments
at March 31, 2004, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have
been determined using available market information and appropriate
valuation methodologies. Considerable judgement is necessarily
required in interpreting market data to develop the estimates of fair
value, and accordingly, the estimates are not necessarily indicative
of the amounts that could realize in a current market exchange.
(7)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending December 31,2003
NOTE 1: (cont'd)
e) Net Income (Loss) Per Share:
Basic net income (loss) per share is computed based on the average
number of common shares outstanding during the period. Fully diluted
net income (loss) per share reflects the potential dilution that
could occur if securities, or other contracts to issue common stock,
were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in any income . Such
securities or contracts are not considered in the calculation of
diluted income per share if the effect of their exercise or
conversion would be antidilutive.
f) Stock Based Compensation:
In December 1995, SFAS No. 123, Accounting for Stock-Based
Compensation, was issued. It introduced the use of a fair value-based
method of accounting for stock-based compensation. It encourages, but
does not require, companies to recognize compensation expense for
stock-based compensation to employees based on the new fair value
accounting rules. Companies that choose not to adopt the new rules
will continue to apply the existing accounting rules contained in
Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees. However, SFAS No. 123 requires companies that
choose not to adopt the new fair value accounting rules to disclose
pro forma net income and earnings per share under the new method.
SFAS No. 123 is effective for financial statements for fiscal years
beginning after December 15, 1995. The disclosure provisions of SFAS
No. 123 has been adopted.
NOTE 2: GOING CONCERN
Significant operating losses have been sustained since inception and
there is substantial doubt as to the ability to continue as a going
concern. Continued existence is dependent upon the ability to
generate sufficient cash flow to meet obligations on a timely basis.
As a result there is need of additional financing. No adjustment has
been made to the value of assets in consideration of the financial
condition.
NOTE 3: INVENTORY:
Inventory is comprised of the following:
March 31, June 30,
2004 2003
Raw Materials $52,705 $67,010
(8)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
NOTE 4: LONG TERM DEBT:
The interest accrued on the Convertible Debenture was converted to a
promissory note of $179,585. This note is payable monthly at the
amount of $7,500, including interest at the rate of 5% per annum.
At March 31, 2004 the company was not current with the obligation,
however, the creditor has not called the obligation.
At March 31, 2004 a lease payable to FBX Holdings, in the amount
of $154,804 including principal and interest is in default. The
creditor has not called the obligation, however payment is due on
demand and as such the balance is reflected on the March 31, 2004
balance sheet as a current liability.
NOTE 5: CONTINGENT LIABILITY AND RELATED COSTS:
Contingent liability under a breach of secrecy agreements, fiduciary
duty and misuse of confidential information lawsuit. Company's
attorneys are of the opinion that it's defences are meritorious
and the lawsuit will result in no material losses. Accordingly,
no provision is included in the accounts for possible related losses.
However,legal and any other related costs incurred, are reflected
for any contingencies, as a charge to operations for the year in
which the expenditures are determined.
NOTE 6: COMMON SHARES
The shares issuance's for the nine months ended March 31, 2004
are summarized as follows:
Nature
Of
Payments Number of Paid Up Additional Issue
Shares Capital Paid Expense Proceeds Expense
In Capital
For Services
Rendered and
Pursuant to
S8
Registration 200,000 2,000 14,000 - - 16,000
Private Place-
ment Restricted
Stock 516,500 5,165 36,793 41,958
For Services
Rendered-
Restricted 225,000 2,250 4,500 6,750
TOTALS 941,500 $9,415 $55,293 - $41,958 $22,750
(9)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
The share issuance's for the nine months ended March 31, 2003 are
summarized as follows:
Nature
Of
Payments Number of Paid Up Additional Issue
Shares Capital Paid Expense Proceeds Expense
In Capital
For Cash
Consideration
From Private
Investors 2,300,000 23,000 187,000 - 210,000 -
The 2002
Benefit
Plan S8 Reg 2,790,400 27,904 162,136 - 85,000 105,040
TOTALS 5,090,400 $50,904 $349,136 - $295,000 $105,040
NOTE 7: MAJOR CUSTOMERS
Five customers accounted for 77 % of consolidated net revenues for
the nine month period ending March 31,2004. In the corresponding
period of fiscal 2003, 80 % of consolidated revenues were accounted
for by five customers. The loss of one or more of these customers
would have a detrimental effect on operating results.
(10)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
PART 1 - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources:
During the first nine months of fiscal 2004 the company incurred an operating
loss of ($438,590), on net sales revenues of $606,204. Operations were
funded by, accounts receivable, equity capital, debt financing and increases
in accounts payable and stockholder loans.
At March 31, 2004 accounts receivable due are $101,571. At March 31, 2004
there was a back log of orders totaling $97,695.
Additionally, 50,000 options were outstanding as of March 31, 2004, with an
aggregate strike price value of US $25,000, should they be exercised.
However, there can be no assurance of this.
The accrued and outstanding interest due a former debenture holder has been
established as a note payable, bearing 5% per annum interest, with an
outstanding balance of $206,947 at March 31, 2004 . Monthly payments have
been deferred by the debtor/stockholder of the company.
A lease payable to FBX Holdings and which has been in default since 1994,
continues to be reflected on the March 31, 2004 balance sheet as a current
liability. The creditor appreciates the circumstance of the corporation and
has not called the obligation, however, payment is due on demand. Reference
should also be made to Financial Note 4 in regard of this matter.
Continued existence is dependent upon the ability to generate sufficient cash
flow to meet obligations on a timely basis; please reference Financial Note 2,
"Going Concern". It is anticipated that cash flows from operations in the
immediate future will not be sufficient to meet requirements. In order that
current operations, development and growth be sustained, there is therefore
the need of additional financing. TVI will continue to assess and
investigate all avenues in respect of it's financial requirements. If it is
deemed to be in the best interest of the Company and its stockholders,
serious consideration will be given to raising additional funds in the future
through convertible debt, debt or private or public issuance's in the future.
Significant property and equipment purchases and/or expansion of facilities
will only be considered if demand for company products warrant such expansion
and the financing of such expansion would not adversely effect the Company's
financial condition.
(11)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
Results of Operations:
Net sales revenues for the first nine months of fiscal 2004 decreased 7 %
when compared to those for the corresponding period of the previous year.
The decrease taking place in both custom compounding and proprietary products
and the negative effect of currency exchange values. For the quarter ending
March 31, 2004, sales revenues decreased 40 % when comparted to those for the
corresponding period of the previous year also bearing the effect of negative
currency exchange values.
Comparative gross margins, as a percent of revenue decreased dramatically to
(8 %) from a positive 2 %. for the nine month comparative period of the
previous fiscal year. The decline continued in the quarter ending March 31,
2004 with gross margins (21 %) vs 14% in the corresponding period of the
previous financial year. The decline is primarily based the lower sales
revenues, but also by maintaining and sustaining the highly experienced
manufacturing work-force.
Administrative expenses decreased (31 %), when compared to those for the
corresponding nine month period of the previous year as accounting, legal and
utility expense in the previous year were higher. Similarly the fiscal
quarter ending March 31,2004 experiencced a (56 %) decrease in administrative
expense when compared to the previous year.
Financial expenses increased dramatically when compared to those for the
corresponding nine month period of the previous year as increased debt
interest and penalties associated with payables were expensed; as well in the
3 rd quarter of fiscal 2004. With each quarter reflecting the negative
effect of foreign exchange values during the fiscal year.
R&D expenses decreased (7 %) when compared to those for the corresponding
nine month period of the previous year, as well in the three month period
ending March 31, 2004 a decrease of 31% when compared to the corresponding
previous years same three month period. Product development is thought to
have reached a level enabling marketing and sales of development products.
Selling expenses decreased (26 %) when compared to the nine month period of
the previous year; similarly expenses decreased (69%) in the third quarter as
efforts were restricted, but concentrated on the product deemed most ready to
penetrate the market, the company's foaming products, particularly in Europe.
At March 31, 2004 there was a back log of orders totaling $97,695.
TVI's proprietary foaming products are for the plastics and rubber industry,
and are a processing aid providing significant cost reductions by reducing
the amount of plastic consumed, but also provides many other advantages to
the industry, such as improved surface finishes, physical properties and sink
mark elimination, lower part weight and shorter cycle times. Morfoam is a
concentrate encapsulated in an olefin binder, presented in pellet form to be
easily blended or metered into the users formulations. The product improves
cell structure and reduces voids when nitrogen is used as the primary foaming
(12)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
agent. During fiscal 2002 the company finished developing it's HSF type
foaming compound. HSF is a cross-link able - expandable plastic compound made
for direct injection processes. During a 'direct inject' process, a granular,
expandable compound is being transformed with a specialized injection molding
machine into a finished foamed part, which combines several features, such as
fine and closed cell structure, soft skin, profiled and color surface,
flexibility, buoyancy and light weight. HSF is based on ethylene and
propylene (co)polymers blends which can be processed into a finished foamed
part with commercially available injection-molding machines. The flow
properties of the HSF foaming material have been adjusted in such a manner
that these machines are able to process it without any modification. The most
significant attribute of HSF foams is heat stability. The heat stability has
been quantified as a % of shrinkage of a foam specimen after a 24 hour
treatment at 105 degrees Celsius (221 F). The shrinkage of HSF foams
typically is 4% - highly competitive with industry standards.
Having now worked with foaming agents for a lengthy period it has become clear
that our foaming agent is not just a chemical additive but a very
sophisticated technology which has been mastered by Mortile personnel. The
customers desired effects can only be met by combining the foaming agent to
their formulation with machinery components such as the "screw" and "die" all
playing a part. In other words a complete system which much be fully in sync.
We believe that Mortile is the industry leader in both structural and soft
foams with new opportunities being presented on a daily basis. As an example,
the manufacture of decks, railings and panels as made today is very expensive
and cannot accommodate the foaming principles and the benefits brought to the
end product.
Growth is anticipated to take place in all areas of the Company's expertise
and technology through the balance of the current financial year. In that
regard, the 2nd quarter of fiscal 2004, the company delivered the first order
of $53,423US on it's proprietary foaming products to the European distributor.
A second order has been received in April with a value of $51,400. The
European distributor's subsequent marketing efforts indicate additional
orders could be placed during the fourth and final quarter. However there
can be no assurance of this.
TVI has expensed many millions of dollars to arrive at the position it is in
today with state of the art technology, tested, qualified and accepted by the
markets. Limited resources has meant that choices were made as to where to
focus for the maximum returns in the shortest possible time and further,
Endothermic Foaming Agents [structural foaming agents], is our proprietary
technology to which the bulk of our human and financial resources will be
expended in the firm belief that it will be the agent to turn the company
into a profitable enterprise with extraordinary growth and profit
opportunities. It is well represented with a master Distributor in Europe
covering 22 European countries, a Canadian, North Eastern US and as well in
Chile. Consideration of a US West Coast distributor is also taking place.
A significant breakthrough is this product has been the determination that it
has the ability to be used as a nucleating agent in the manufacture of
polystyrene cups, trays, packaging material and food containers. In that
regard a 5 metric ton order is to be shipped immediately and a further 20 ton
for delivery in May/June, 2004. Our European distributor has estimated 400-
600 metric tons for calendar year 2004 and rising to 1000 - 1200 tons in 2005.
Such areas as existing aerosol containers which allow many people, mainly
children, to access the nitrous oxide gas with disastrous results. The
company has found a solution that works and is waiting for the end user to
take a decision to change even though the remedy may increase the cost per
can by 5 cents; Composite Lumber, in the opinion of the company current
technology practices are flawed by the persistent use of "woodflour"
(13)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
considered a "cheap" filler. We believe our structural foam technology will
become the method of choice to produce decking, railing and fencing materials
and in that regard there is a blanket order for the next six months at a
value of $30,000 per month with their projection of doubling the requirement
with the installation of a second machine.
Endothermic Light Weight Foams, the company has developed, tested and proven
fourteen formulas providing different properties to supply applications so
diverse and in number, covering automotive, rapid transit, toys, sporting
goods, household requirements and many more. These foams are cost effective
and meet all environmental requirements and will over time replace many toxic
products now in daily use throughout the world. We are a compounding and
formulation company and will transfer technology and supply compounds to the
market place as it evolves.
Forward Looking Statements:
This Form 10-QSB contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially
from those set forth in the forward looking statements.
ITEM 3. Controls and Procedures
Both the principal executive and financial officers examination of
the issurer's disclosure controls and procedures have concluded
that the controls and procedures practiced by the issuer and which
are maintained on a daily, weekly, monthly, quarterly and as of
the end of the period of this quarterly report, are effective in
both accumulation and communication to management; further,
Internal Control Over Financial reporting by the issuer, upon the
required evaluation, has not changed during the last fiscal quarter
ending March 31, 2004.
(14)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
A legal action was commenced against the Corporation, its subsidiary, Mortile
Industries Ltd., their President, Frank Mortimer and the Dow Chemical
Company, on June 4,1999 in the Ontario Superior Court of Justice (Commerical
List); by a former customer, Endex Polymer Additives Inc., Endex Polymer
Additives Inc. (USA), Endex International Limited and G. Mooney And Associates.
The Dow Chemical Company is defending separately.
The claims allege breach of secrecy agreements, fiduciary duty and misuse of
Endex confidential information. The Plaintiffs are seeking CAD $10 Million
compensatory damages, further punitive damages of CAD $1 Million and
interlocutory and permanent injunctions.
Based on prior written legal opinions from its patent attorneys that the
allegations are without merit, the Corporation retained a law firm
specializing in Intellectual Property Law and is vigorously defending the
action.
After submission of the Defendants' evidence, the Plaintiffs abandoned their
claim for an interim injunction. The Defendants have moved for an expeditious
trial. The Court has ordered the parties to combine the examinations for
injunction proceedings with those for the preparation for trial.
On September 16-17, 1999, at the hearing of the interlocutory injunction
motion, the parties agreed, on consent, to adjourn the motion until trial.
The parties agreed to expedite the matter to trial with an original target
date of about December 1999.
At March 31, 2004 no further direction had been received by the company's
counsel as to when the matter might proceed to trial nor had any direction
been received at the time of filing this report.
On October 10, 2001 Hudson Consulting Group ("Hudson") commenced an action in
the Third Judicial District Court of Salt Lake County, State of Utah against
the Company and obtained a default judgment for payments allegedly due Hudson
pursuant to a consulting agreement between Hudson and the Company. After the
court vacated the default judgment by order dated October 23, 2002, the
Company answered the complaint and asserted a counterclaim against Hudson for
fraudulently inducing the Company to enter into the consulting agreement.
In October 2003, following discovery, the action was dismissed with prejudice
and with each party bearing its own costs.
(15)
<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the first nine months of fiscal 2004, 200,000 common stock
were issued pursuant to the company's S8 Registration, in
consideration of bone fide consulting at a strike price of $0.08 US
per unit. [Note 6, Page 8]
Further, 516,500 restricted stock were sold in a Private Placement
in which the company received $41,958, which was used for working
capital.
Additionally, 225,000 restricted stock were issued and expenses for
services performed.
Also, 50,000 options are outstanding as of March 31, 2004, with an
aggregate strike price value of $25,000, should they be exercised.
However, there can be no assurance of this.
Also, 50,000 shares are set aside for the possible conversion of debt.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K
(a) Exhibits - (3)
(1) Exhibit 31(1) - Section 302 Certifications of Chief
Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
(2) Exhibit 31(2) - Section 302 Certifications of Chief
Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
(3) Exhibit 32 - Section 906 Certifications of Chief
Executive and Financial Officers
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports - none
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<Page>
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial
Period Ending March 31, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHNICAL VENTURES INC.
Date: April 30, 2004 BY:/S/"Frank Mortimer"
Frank Mortimer, President and
Chief Executive Officer
Date: April 30, 2004 BY:/S/"Larry Leverton"
Larry Leverton, Secretary &
Treasurer and Chief Financial Officer
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