UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 March 31, 2002
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 333-69414
GLOBAL-TECH CAPITAL CORP.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0191489
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 84037, Burnaby, British Columbia, V5A 4T9, Canada
(Address of principal executive offices)
(604) 889-1111
(Issuer's telephone number)
n/a
(Former name, former address and former fiscal year, if changed since
last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes |_| 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:
12,151,400 shares of common stock outstanding as of June 10, 2002
Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|
GLOBAL-TECH CAPITAL CORP.
FORM 10-QSB
INDEX
Page
PART I FINANCIAL INFORMATION ............................................. 3
Item 1. Financial Statements
Report of Public Accountants ...................................... 3
Balance Sheet ..................................................... 4
Statement of Operations ........................................... 5
Statements of Changes in Shareholders' Equity ..................... 6
Statement of Cash Flows ........................................... 7
Notes to Financial Statements ..................................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation ......... 12
PART II OTHER INFORMATION ................................................. 16
Item 1. Legal Proceedings ................................................. 16
Item 2. Changes in Securities and Use of Proceeds ......................... 16
Item 3. Defaults Upon Senior Securities ................................... 16
Item 4. Submission of Matters to a Vote of Security Holders ............... 16
Item 5. Other Information ................................................. 17
Item 6. Exhibits and Reports on Form 8-K .................................. 17
SIGNATURE PAGE ............................................................ 18
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Board of Directors Global-Tech Capital Corp.:
We have reviewed the accompanying balance sheets of the Global-Tech Capital
Corp. (a Nevada corporation in the Exploration stage) as of March 31 2002 and
March 31 2001, and the related statements of operations, changes in
shareholders' equity and cash flows for the periods from July 21, 1998 (Date of
Inception) through March 31 2002 and January 1 through March, 31 2001 and 2002
and the period from July 1 through March 31, 2001 and 2002, in accordance with
standards established by the American Institute of Certified Public Accountants.
All information included in these financial statements are the representation of
the Company's management.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #1 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note #1. The financial
statements do not include any adjustments that might result from the outcome for
this uncertainty.
/s/ Richard M. Prinzi, Jr.
Staten Island, New York
June 3, 2002.
3
Global-Tech Capital Corp.
(An Exploration Stage Company)
Balance Sheet
Assets
March 31 2002 March 31 2001
--------------------------------
Current Assets:
Cash & Cash Equivalents $ 1,162 $ 44,734
Investment in Equities 15 19,500
---------------------------
Total Current Assets 1,177 64,234
---------------------------
Total Assets $ 1,177 $ 64,234
===========================
Liabilities And Shareholders' Equity
Current Liabilities:
Option Contract Payable $ 3,268 --
---------------------------
Total Liabilities 3,268 --
Shareholders' Equity:
Common stock, $.001 par value, 200,000,000 shares
Authorized, 10,151,400 shares issued and outstanding 10,151 $ 10,151
Additional Paid in Capital 78,349 78,349
---------------------------
Total Stockholders' Equity 88,500 88,500
Loss accumulated during the Exploration stage (90,591) (24,266)
---------------------------
Total Shareholders' Equity (2,091) 64,234
---------------------------
Total Liabilities and Shareholders' Equity $ 1,177 $ 64,234
===========================
See Accompanying Notes to Financial Statements
4
Global-Tech Capital Corp.
(An Exploration Stage Company)
Statement of Operations
From inception
Three Months Ended Nine Months Ended July 21, 1998 to
March 31, March 31, March 31,
2002 2001 2002 2001 2002
----------------------------------------------------------------------------------
Income:
Unrealized Gain or (Loss) on Investments $ (135) $ (1,850) $ (4,046) $ (1,850) $ (21,335)
Realized Gain or (Loss) on Investments -- -- (8,519) -- (8,519)
Interest -- 10 -- 10 10
----------------------------------------------------------------------------------
Total Income (135) (1,840) (12,565) (1,840) (29,844)
Expenses:
Option Contract 3,268 -- 3,268 -- 6,536
Office -- 286 421 286 748
Legal & Professional 1,515 -- 17,041 25 51,275
Bank Charges 16 24 112 60 262
Taxes & State Fees -- -- 420 15 1,926
----------------------------------------------------------------------------------
Total Expenses 4,799 310 21,262 386 60,747
----------------------------------------------------------------------------------
Loss Accumulated During The Exploration Stage $ (4,934) $ (2,150) $ (33,827) $ (2,226) $ (90,591)
==================================================================================
Loss per Common Share $ (.0005) $ (.0002) $ (.0033) $ (.0002) $ (.0089)
==================================================================================
Weighted Average of Common Shares Outstanding 10,151,400 10,151,400 10,151,400 10,151,400 10,151,400
==================================================================================
See Accompanying Notes to Financial Statements
5
Global-Tech Capital Corp.
(An Exploration Stage Company)
Statement of Changes in Shareholders' Equity
Loss
Common Stock Accumulated
----------------------- Additional During the
Par Paid In Exploration
Shares Value Capital Stage Total
-----------------------------------------------------------------
Balance, June 30, 2001 10,151,400 $10,151 $78,349 $(56,764) $ 31,736
For the period July 1, 2001
To March 31 2002
- -----------------------------
Loss Accumulated During the
Exploration Stage (33,827) (33,827)
-----------------------------------------------------------------
Balance, March 31 2002 10,151,400 $10,151 $78,349 $(90,591) $ (2,091)
=================================================================
See Accompanying Notes to Financial Statements
6
Global-Tech Capital Corp.
(An Exploration Stage Company)
Statement of Cash Flows
From Inception
Three Months Ended Nine Months Ended July 21, 1998 to
March 31, March 31, March 31,
2002 2001 2002 2001 2002
---------------------------------------------------------------------
Cash Flows From Operating Activities:
Loss Accumulated During the Exploration Stage $(4,934) $ (2,150) $(33,827) $ (2,226) $(90,591)
Net (Increase) Decrease in Invest in Equities 135 (19,500) 14,535 (19,500) (15)
Net Increase (Decrease) in Option Contract
Payable 3,268 -- 3,268 -- 3,268
---------------------------------------------------------------------
Net Cash Used in Operating Activities (1,531) (21,650) (16,024) (21,726) (87,338)
---------------------------------------------------------------------
Cash Flow From Financing Activities:
Proceeds from issuance of common stock -- -- -- 66,000 88,500
---------------------------------------------------------------------
Net Cash Provided By Financing Activities -- -- -- 66,000 88,500
---------------------------------------------------------------------
Net Increase in Cash: (1,531) (21,650) (16,024) (44,274) 1,162
---------------------------------------------------------------------
Cash, beginning of period 2,693 66,384 17,186 460 --
---------------------------------------------------------------------
Cash, end of period $ 1,162 $ 44,734 $ 1,162 $ 44,734 $ 1,162
=====================================================================
See Accompanying Notes to Financial Statements
7
Global-Tech Capital Corp.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. COMPANY INFORMATION
Global-Tech Capital Corp., ("The Company) was organized July 21, 1998, under the
laws of the State of Nevada, as Global-Tech Capital Corp. The Company is
currently in the exploration stage. Management has elected a June 30 year-end
for the Company. The Company will be in the exploration stage until it raises
the required capital and begins the development of the property.
The Company is an exploration stage company engaged in the location, acquisition
and, if warranted, exploration of a mineral resource property, the rights of
which are currently held, and following the successful consummation of this
offering intends to continue an exploration program of the property. The
property currently contains no proven reserves and failure to locate ore
reserves may adversely affect the economic viability of the Company. Even if the
results of exploration are encouraging the Company will require additional funds
through the sale of equity or debt securities, other borrowings or possibly a
joint venture to further explore the property. The Company intends to raise
additional capital if the initial tests of the property are fruitful.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash & Cash Equivalents
For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments, with a maturity of three months or less.
Basis of Financial Statements
These financial statements are prepared on the accrual basis of accounting in
conformity with generally accepted accounting principles.
Income Taxes
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under this method,
deferred income taxes are determined based on differences between the tax basis
of assets and liabilities and their financial reporting amounts at each year
end, and are measured based on enacted tax rates and laws that will be in
8
Global-Tech Capital Corp.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
Income Taxes (Continued)
effect when the differences are expected to reverse. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. No provision for income taxes is included in the
statement due to its immaterial amount.
Utilization of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Net Income Per Common Share
Net income per common share is computed based on the weighted average number of
common shares outstanding and common stock equivalents, if not anti-dilutive.
NOTE 3. CAPITAL STOCK
The Company is offering the right to subscribe for 2,000,000 shares at $.05 per
share on an all or none basis. Therefore, all 2,000,000 shares must be sold
before the offering can be completed. The shares will be sold through the
President and Directors of the Company and no compensation is to be paid to any
person for the offer and sale of the shares.
The Company's Certificate of Incorporation authorizes the issuance of
200,000,000 shares of common stock. The Company's Board of Directors has the
power to issue any or all of the authorized but unissued common stock without
stockholder approval. To the extent that additional shares of common stock are
issued, dilution to the interest of the Company's stockholders participating in
the Offering will occur.
There are presently outstanding 10,151,400 shares of the Company's Common Stock
for which a relatively nominal consideration was paid. In contrast, the
purchasers of the shares offered are providing the Company with $100,000 of
funding. Purchasers of the shares will represent 16% of all Shares outstanding,
9
Global-Tech Capital Corp.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. CAPITAL STOCK (Continued)
although they will have provided the major portion of the Company's funding to
date. The purchasers of the shares offered hereby would have no effective voice
in the Company's management and the Company would be controlled by the existing
stockholders.
Upon any liquidation, dissolution or winding up of the Company, holders of
shares of Common Stock are entitled to receive pro rata all of the assets of the
Company available for distribution to holders of shares of the Company's Common
Stock. Moreover, in the event such a liquidation were to occur all stockholders
of the Company including those owning shares purchased privately at less than
the public offering price, will receive the liquidated assets on a pro-rata
basis (as opposed to being based on the amounts paid for such shares).
NOTE 4. INCOME TAXES
The Company has available at March 31, 2002 and March 31,2001, $66,325 and
$24,266 respectively of unused operating loss carry forwards that may be applied
against future taxable income and expire in various years beginning 2019.
NOTE 5. OPTION CONTRACT
The Company purchased an option to acquire a 100% interest in a mineral claim,
located in the Omineca Mining Division of the Province of British Columbia,
exercisable by the Company. The option required an execution payment of $3,268
and a subsequent payment of $3,268 five business days after the receipt by the
Company of written confirmation from the U.S. Securities and Exchange Commission
that the Company's registration statement under the Securities Act of 1933 has
become effective. Thereafter, the option renews annually at the discretion of
the Company requiring annual payments and minimum expenditures by the Company.
Since a determination of the existence of a commercially viable mineral deposit
has not been made, the amounts paid for the option have been expensed in the
period paid.
For the nine month period ended March 31, 2002 the subsequent payment of $3,268
became due, however, the Company received an extension to pay until April 30,
2002.
10
Global-Tech Capital Corp.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 6. INVESTMENTS
The Company's securities investments that are bought and held principally for
the purpose of selling them in the near term are classified as trading
securities. Trading securities are recorded at fair value on the balance sheet
in current assets, with the change in fair value during the period included in
earnings. For the three months ended March 31 2002 the Company's Investments in
equities decreased from $150 to $15 resulting in an unrealized loss of $135 for
the period.
11
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion of our plan of operation, financial condition and
results of operations should be read in conjunction with the Financial
Statements and Notes to those financial statements for the nine months ended
March 31, 2002. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of various factors
including, but not limited to, those discussed in this Quarterly Report.
PLAN OF OPERATION
The property in which we hold a right to acquire an interest is considered
in the exploration stage only. Therefore, we have not had revenues from
operations since our inception and have no regular cash flow. We are, thus,
dependent on raising funds through the issuance of our shares in order to
undertake further exploration of our property, finance further acquisitions and
meet general and administrative expenses in the long-term. It is possible that
we will be unsuccessful in raising the required financings.
Our property was the subject of a geological report which recommends that
we carry out a four phase program of exploration. Phase I would consist of
geological mapping of the entire property as well as prospecting and soil
sampling, at an estimated cost of CAN $50,000 (approximately US$33,000). We have
commenced Phase I of our exploration program and plan to complete Phase I of the
exploration program within the next 12 months. In the event that Phase I is
successful, we will carry out the next phase of the exploration program subject
to our ability to secure additional financing to cover the costs of Phase II.
Phase II would consist of detailed follow-up sampling of geochemical
anomalies verified and/or detected during Phase I, trenching, geological trench
mapping and 750 meters of diamond drilling, at an estimated cost of CAN $150,000
(approximately US $100,000). Due to weather conditions in the region in which
the property is located, exploration work can only be performed for
approximately four to five months out of the year. Therefore, even if Phase I is
successful, it is unlikely that we will commence Phase II of our exploration
program within the next 12 months. If we are able to commence Phase II, we will
only conduct the initial follow-up sampling before our work is interrupted due
to weather conditions.
We expect our current cash reserves to satisfy our cash requirements for
the next twelve months exclusive of any cash requirements associated with the
implementation of our exploration program. Accordingly, we will not need to
raise additional funds in the next twelve months unless we were to implement
Phase II of our exploration program, in which case we would have to secure
additional financing.
We do not expect to purchase or sell any plants and/or significant
equipment. We do not expect any significant changes in our number of employees.
12
LIQUIDITY AND CAPITAL RESOURCES
To date, virtually all funding for our acquisition of and expenditures on
our resource property and ongoing operations has come from the issuance of our
common stock.
We are in the exploration stage on our mineral property and therefore have
no regular cash flow. We are, therefore, dependent on raising funds by the
issuance of shares in order to finance further acquisitions, undertake the
exploration program of our mineral property, and meet general and administrative
expenses in the long-term. Our property currently contains no proven reserves
and failure to locate ore reserves may adversely affect our economic viability.
Moreover, even if the results of our explorations are encouraging, we will
require additional funds through the sale of equity or debt securities, other
borrowings or possibly a joint venture to further explore the property.
On March 12, 2002, we commenced our offering of 2,000,000 shares of our
common stock at a price of $0.05 per share on an all or none basis pursuant to a
registration statement on Form SB-2 that became effective on February 28, 2002.
As at March 31, 2002, we had no commitment to sell all of the shares offered in
the offering. However, the offering was successfully completed subsequent to the
end of the quarter ended March 31, 2002. We plan to raise additional capital, if
necessary, through private placements and/or borrowings, although we have no
currently identified and available sources of funds. There is no assurance that
we will be successful in raising additional financing.
As we were successful in completing our offering, we expect our current
cash reserves and the proceeds from the offering to satisfy our cash
requirements for the next twelve months. At the end of such time, we will make a
determination as to our future plans after assessing the continued viability of
our exploration project based on our ability to raise additional funds and the
results of the exploration on our property through such time.
Since we are solely involved in the exploration and evaluation of our one
mineral property, it is the opinion of management that the most meaningful
financial information relates primarily to current liquidity and solvency. As at
March 31, 2002, we had working capital of $1,177. We had no bank loans as at
March 31, 2002. Our future financial success will be dependent on the success of
our exploration program. Such exploration may take years to complete and future
cash flows, if any, are difficult to determine with any certainty. The
realization value of any mineralization discovered by us is largely dependent on
factors beyond our control such as the market value of the metals produced,
mining regulations in Canada and foreign exchange rates.
We presently have no producing properties, and our material property
contains no known mineral reserves. The limited activities on such property to
date have been exploratory in nature.
Our capital commitments for the next twelve months consist of the expenses
associated with the completion of Phase I of our exploration program, estimated
to be $33,000, and the payment due under our French Claim Option Agreement of
CAN$15,000 (approximately US $10,000) due on or before the first anniversary of
our receipt from the SEC of written notice that our Registration Statement on
Form SB-2 has become effective. If successful results are obtained from Phase I
and we feel it is warranted, we will implement Phase II of the exploration
program, which is expected to last 4 months and is estimated to
13
cost CAN$150,000 (approximately US$100,000) in its entirety. If Phase II is
commenced within the next 12 months (which is unlikely due to the weather
conditions in the region in which the property is located), our capital
commitment for the next twelve months will also include those expenses of Phase
II that will be incurred within the next twelve months, estimated to be $27,000.
We expect that our existing capital requirements arising from the evaluation of
our existing mineral property and the further fulfillment of our exploration
program will be met from the proceeds raised in the prospectus offering, if any,
as well as future equity financings and/or borrowings. However, we do not have
any currently identified and available sources of funds.
RESULTS OF OPERATIONS
For the quarters and the nine months ended March 31, 2002 and 2001
For the quarter and the nine months ended March 31, 2002, we had a net
loss of $4,934 and $33,827, respectively, compared to a net loss of $2,150 and
$2,226 for the quarter and the nine months ended March 31, 2001, respectively,
an increased loss of $2,784 and $31,601, respectively. The loss per share of
$.000 for both the quarter and nine months ended March 31, 2001 increased to
$.003 per share for the nine months ended March 31, 2002, but remained at $.000
for the quarter ended March 31, 2002. As we have not had any revenues from
operations since our inception, the substantially increased loss for the nine
months ended March 31, 2002 as compared to the nine months ended March 31, 2001
can be attributed to the fact that in the quarter and the nine months ended
March 31, 2001, we did not incur any realized loss on investments as compared to
a realized loss on investment of $8,519 for nine months ended March 31, 2002
(nil for the quarter ended March 31, 2002) and an unrealized loss on investment
of $1,850 in the quarter and the nine months ended March 31, 2001 as compared to
an unrealized loss on investment of $135 and $4,046 for the quarter and the nine
months ended March 31, 2002, respectively. In addition, we incurred legal and
professional expenses of nil and $25 for the quarter and the nine months ended
March 31, 2001, respectively, as compared to legal and professional expenses of
$1,515 and $17,041 for the quarter and the nine months ended March 31, 2002,
respectively. In addition, we did not incur any costs in connection with the
property option agreement in either the quarter and the nine months ended March
31, 2001 as compared to property option agreement costs of $3,268 for both the
quarter and nine months ended March 31, 2002.
In February 2001 and May 2001, we used a portion of our available cash and
cash equivalents to purchase marketable equity securities that were listed on
the NASD OTC-BB. As reflected in our financial statements, we realized a loss on
its investments for the nine months and quarter ended March 31, 2002.
Forward Looking Statements
This report includes "Forward-Looking Statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not
14
statements of historical fact and may be considered "forward looking
statements". These types of statements are included in the section entitled
"Management's Discussion and Analysis or Plan of Operation." Forward-looking
statements are based on expectations, estimates and projections at the time the
statements are made that involve a number of risks and uncertainties which could
cause actual results or events to differ materially from those presently
anticipated. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct.
15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any pending legal proceedings nor is any of
its property subject to pending legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
During the quarter ended December 31, 2001, we did not sell any securities
without registration under the Securities Act of 1933, as amended.
Our registration statement on Form SB-2 (File Number 333-69414) that was
filed with the Securities and Exchange Commission on September 14, 2001 became
effective on February 28, 2002. Pursuant to that registration statement, we
registered 2,000,000 shares of our common stock to be offered at a price of
$0.05 per share. On March 12, 2001, we commenced an initial public offering
which was terminated after all the shares offered were sold. We offered and sold
2,000,000 shares of our common stock at a price of $0.05 per share for an
aggregate offering price of $100,000. Our gross proceeds from the sale of the
shares were $100,000.
From the effective date of the registration statement through March 31,
2002, we did not incur any expenses in connection with the issuance and
distribution of the securities registered. However, from the effective date of
the registration statement through March 31, 2002, we incurred other expenses in
connection to the offering totaling approximately $1,500. Specifically, the
expenses incurred include fees payable to our legal counsel and our auditor.
Our offering was a direct offering by our officers and directors. As such,
we incurred no expenses for underwriting discounts and commissions and/or
finders' fees. We made no direct or indirect payments to any of our directors,
officers, affiliates or to persons owning ten (10) percent or more of any class
of our equity securities in connection with the offering.
From the effective date of the registration statement through March 31,
2002, we did not have access to the offering proceeds. As such, no offering
proceeds were used until after the offering was terminated, which was subsequent
to the quarter ended March 31, 2002.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
16
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Not Applicable.
(b) No reports on Form 8-K were filed by us for the quarter ended March
31, 2002.
17
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: June 11, 2002 GLOBAL-TECH CAPITAL CORP.
By: /s/ David Mallo
------------------------------------
David Mallo, Secretary
and Chief Financial Officer
18