WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
Commission File Number 333-90682
TECHNOLOGY CONSULTING PARTNERS, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1605055
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
9282 South Fox Fire Lane, Highlands Ranch, Colorado 80129
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(Address of principal executive offices)
(303) 893-2300
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(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
As of August 10, 2003, the Registrant had 5,207,500 shares of common stock, no
par value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements
Condensed balance sheet, June 30, 2003 (unaudited) ........... 3
Condensed statement of operations, three and nine months
ended June 30, 2003 and 2002 (unaudited), and October 1,
2001 (inception) through June 30, 2003 (unaudited) ........... 4
Condensed statements of cash flows, nine months ended
June 30, 2003 and 2002 (unaudited), and October 1, 2001
(inception) through June 30, 2003 (unaudited) ................ 5
Notes to condensed financial statement (unaudited) ........... 6
Item 2. Management's Discussion and Analysis or
Plan of Operations .................................. 7
Part II. Other Information
Item 1. Legal Proceedings ..................................... 9
Item 2. Changes in Securities ................................. 9
Item 3. Defaults Upon Senior Securities ....................... 9
Item 4. Submission of Matters to a Vote of Security Holders ... 9
Item 5. Other Information ..................................... 9
Item 6. Exhibits and Reports on Form 8-K ...................... 9
Signatures ...................................................... 10
2
PART I.
ITEM 1. FINANCIAL STATEMENTS
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
June 30, 2003
Assets
Current Assets:
Cash ..................................................... $ 23,304
---------
Total current assets .................................. 23,304
Equipment, net of accumulated depreciation of $98 224
---------
$ 23,528
=========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities ................. $ 4,984
---------
Total current liabilities ............................. 4,984
=========
Shareholders' equity:
Preferred stock .......................................... --
Common stock ............................................. 515,750
Additional paid-in capital ............................... 2,100
Deficit accumulated during development stage ............. (499,306)
---------
Total shareholders' equity ............................ 18,544
---------
$ 23,528
=========
See accompanying notes to condensed financial statements.
3
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
October 1,
2001
Three Months Ended Nine Months Ended (Inception)
June 30, June 30, Through
--------------------- --------------------- June 30,
2003 2002 2003 2002 2003
--------- --------- --------- --------- -----------
Service revenue ......... $ - $ - $ 720 $ - $ 23,472
Costs and expenses:
Stock-based
compensation:
Employee services ..... - - - 400,000 400,000
Salaries and payroll
taxes ................. 6,584 13,563 29,084 33,398 88,421
Contributed rent
(Note 2) .............. 300 300 900 900 2,100
Professional fees ...... 935 9,254 2,808 11,882 16,073
Depreciation ........... 26 - 80 - 98
Interest income ........ (21) (163) (124) (344) (584)
Other general and ad-
ministrative expenses.. 1,870 3,868 7,476 4,932 16,670
-------- -------- ------- --------- ----------
Total costs and
expenses ........... 9,694 26,822 40,224 450,768 522,778
-------- -------- ------- --------- ----------
Loss before income
taxes .............. (9,694) (26,822) (39,504) (450,768) (499,306)
Income tax provision
(Note 3) ................ - - - - -
-------- -------- -------- --------- ---------
Net loss $ (9,694) $(26,822) $(39,504) $(450,768) $(499,306)
======== ======== ======== ========= =========
Basic and diluted
loss per share .......... $ (0.00) $ (0.01) $ (0.01) $ (0.09)
======== ======== ======== =========
Weighted average
common shares
outstanding ............. 5,207,500 5,207,500 5,207,500 4,966,000
========= ========= ========= =========
See accompanying notes to condensed financial statements.
4
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
October 1,
2001
Nine Months Ended (Inception)
June 30, Through
----------------------- June 30,
2003 2002 2003
--------- --------- ----------
Net cash (used in) operating
activities .................... $ (28,152) $ (45,715) $ (92,124)
Cash flows from investing
activities:
Purchases of equipment ....... - - (322)
--------- --------- ---------
Net cash (used in)
investing activities ..... - - (322)
--------- --------- ---------
Cash flows from financing
activities:
Proceeds from sale of
common stock ................. - 120,750 120,750
Payments for offering costs .. - (5,000) (5,000)
--------- --------- ---------
Net cash provided by
financing activities - 115,750 115,750
--------- --------- ---------
Net change in cash (28,152) 70,035 23,304
Cash, beginning of period ..... 51,456 - -
--------- --------- ---------
Cash, end of period $ 23,304 $ 70,035 $ 23,304
========= ========= =========
Supplemental disclosure of
cash flow information:
Income taxes ................. $ - $ - $ -
========= ========= =========
Interest ..................... $ - $ - $ -
========= ========= =========
See accompanying notes to condensed financial statements.
5
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
Note A: Basis of presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
dated September 30, 2002 included in the Company's Form SB-2, and should be
read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of June 30, 2003, the Company has devoted
substantially all of its efforts to financial planning, raising capital and
developing markets.
Financial data presented herein are unaudited.
Note B: Related party transactions
An officer provided free office space to the Company for the periods
presented. The office space was valued at $100 per month based on the market
rate in the local area and is included in the accompanying financial
statements as contributed rent with a corresponding credit to additional
paid-in capital.
Note C: Income taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses
during the nine months ended June 30, 2003 resulting in a deferred tax asset,
which was fully allowed for; therefore, the net benefit and expense resulted
in $-0- income taxes.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We commenced operations on October 1, 2001. During June 2002, we
received our first consulting job which involved placing two consultants with
Seimens Business Services. During the nine months ended June 30, 2003, we
generated only $720 in revenues which was the result of a short job for one
client. During this period, the Company had contact with approximately 5 to 6
potential clients but none of these contacts came to fruition due to budget
limitations and the weak economy.
During the nine months ended June 30, 2003, we incurred approximately
$40,224 of expenses, of which $29,084 was salaries and payroll taxes.
The only significant item of fixed overhead that we have is our
President's salary which is $3,250 per month. We have hired a sales person
but he is compensated based on commissions on sales generated through his
efforts.
When we sign a contract with a client for IT consulting services, we will
bring in the consultants in one of two ways. If the contract is a long term
contract we may hire the consultant(s) as employees; or we may retain the
consultant(s) as independent contractors. In either case, we do not intend to
start incurring the overhead until we have a signed contract with a client
requesting our IT consulting services. We may also set up offices in an
executive suites arrangement where our rent would be no more than $1,000 per
month. We do not intend to do this until we have started generating revenue
or we have a signed contract or confirmed business with a potential customer.
We will not be spending any money on research and development and the
only equipment we expect to purchase is a computer.
As of June 30, 2003, we had $23,304 in cash on hand and we had payables
of $4,984. We expect that this will satisfy our cash requirements for at
least the next 6 months. We intend to keep our monthly overhead to a minimum
until we start generating revenues, and even then, our fixed overhead should
not increase significantly. If and when we are generating revenue, most of our
overhead is expected to be variable and tied directly to the costs of the
consultants we are hiring to fulfill the client contracts. As our business
increases, our capital needs will increase because of the need to pay our
consultants bi-weekly when we may not be paid by our clients until later.
There is no guarantee that we will be successful in obtaining any further
business or customer contracts, and even if we do there is no guarantee that
we will generate a sufficient level of business that we will have a positive
cash flow. If not, we would need to attempt to raise additional capital
through the sale of stock in a private offering or possibly through borrowings
from private individuals or institutions. There is no guarantee that we will
be able to raise such funds.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our President we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based upon his evaluation, he has concluded that these controls
and procedures are effective. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of his evaluation.
7
Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit 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 by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
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:
31.1 Certification of Chief Filed herewith
Executive Officer and electronically
Chief Financial Officer
Pursuant to Section 302
of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Chief Filed herewith
Executive Officer and electronically
Chief Financial Officer
Pursuant to 18 U.S.C.
Section 1350
(b) Reports on Form 8-K.
None.
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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.
TECHNOLOGY CONSULTING PARTNERS, INC.
Date: August 19, 2003 By:/s/ Frederick R. Clark, Jr.
Frederick R. Clark, Jr., President
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