SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended: September 30, 2001 Commission file number: 2-29987
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UPWARD TECHNOLOGY CORPORATION
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NEW YORK 11-1714403
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 CITY AVENUE BALA CYNWYD, PA 19004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 667-8225
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the 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 and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the close of the period covered by this report.
Class: COMMON, PAR VALUE $.02 PER SHARE
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Outstanding at: September 30, 2001 8,100,000
UPWARD TECHNOLOGY CORPORATION
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2001
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INDEX
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Part I - Financial Information (unaudited):
Condensed balance sheet as of
September 30, 2001 and December 31, 2000 2
Condensed statement of operations
for the three-month and nine-month periods ended
September 30, 2001 and 2000 3
Condensed statement of cash flows
for the nine-month periods ended
September 30, 2001 and 2000 4
Notes to condensed financial statements 5
Report of independent accountants 6
Management's discussion and analysis of the
financial condition and results of operations 7
Part II - Other information
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signature 9
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UPWARD TECHNOLOGY CORPORATION
CONDENSED BALANCE SHEET
(unaudited)
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SEPTEMBER 30, DECEMBER 31,
2001 2000
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ASSETS
Cash and cash equivalents $ 187 $ 191
Due from affiliate 197,557 189,210
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$ 197,744 $ 189,401
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LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accrued expenses $ 11,475 $ 346
Due to shareholder 9,782 5,930
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21,257 6,276
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Shareholders' equity:
Common stock, $.02 par value; 24,000,000 shares
authorized, 8,100,000 shares issued
and outstanding 162,000 162,000
Additional paid-in capital 1,983,208 1,983,208
Accumulated deficit (1,968,721) (1,962,083)
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Total shareholders' equity 176,487 183,125
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$ 197,744 $ 189,401
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See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(unadited)
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THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2000 2001 2000
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Revenue, interest income $ 2,784 $ 2,951 $ 8,353 $ 7,690
General and administrative expenses 4,856 18,651 14,991 23,253
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Net (loss) $ (2,072) $ (15,700) $ (6,638) $ (15,563)
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Net (loss) per share, basic and diluted $ -- $ -- $ -- $ --
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Weighted average number of outstanding
shares for basic and diluted 8,100,000 8,100,000 8,100,000 8,100,000
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See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
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NINE MONTHS ENDED
SEPTEMBER 30,
2001 2000
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INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
Net (loss) $ (6,638) $ (15,563)
Accrued interest income (8,348) (927)
Adjustments to reconcile (loss) to net
cash provided by (used in) operating activities: -- --
Increase in due to affiliate 3,853 --
(Decrease) increase in accrued expenses 11,129 6,851
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Net cash used in operating activities (4) (9,639)
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Cash flows from investing activities:
Loan to shareholder -- (185,500)
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-- (185,500)
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Net (decrease) in cash and cash equivalents (4) (195,139)
Cash and cash equivalents at beginning of period 191 200,938
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Cash and cash equivalents at end of period $ 187 $ 5,799
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See accompanying notes to condensed financial statements.
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UPWARD TECHNOLOGY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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1. In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary to present fairly
the financial position as of September 30, 2001 and the results of
operations for the three-month and nine-month periods ended September 30,
2001 and 2000. The results of operations for the nine-month periods ended
September 30, 2001 are not necessarily indicative of the results to be
expected for the full year.
2. Margolis & Company, P.C., the Company's auditors, has performed a limited
review of the financial information included herein. Their report on such
review accompanies this filing.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Upward Technology, Inc.
Bala Cynwyd, PA
We have reviewed the accompanying condensed balance sheet of Upward Technology,
Inc. as of September 30, 2001, and the related condensed statements of
operations for the three-month and nine-month periods ended September 30, 2001
and 2000, and cash flows for the nine-month periods ended September 30, 2001 and
2000. These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope that an audit conducted 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 reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 2000 and the related statements
of operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated March 12, 2001, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of December
31, 2000 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
Certified Public Accountants
Bala Cynwyd, Pennsylvania
November 13, 2001
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UPWARD TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
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General
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In May, 1989, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for the
three-months and nine-months ended September 30, 2001 and 2000, the Company had
no revenues from operations. Given the virtual suspension of the Company's
operations, except for necessary administrative matters, the Company's officers
have waived further compensation.
Results of Operations
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During the nine months ended September 30, 2001, the Company earned interest of
$8,353 as compared to $7,690 of interest earned in the nine months ended
September 30, 2000, an increase of $663. During the nine months ended September
30, 2001, the Company incurred general and administrative expenses of $14,991,
an decrease of $8,262 as compared with the nine months ended September 30, 2000
expenses of $23,253.
Liquidity and Capital Resources
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During the nine months ended September 30, 2001, the Company satisfied its
working capital needs from cash on hand at the beginning of the year, cash
generated from interest income during the period and additional funding of
$3,582 from affiliate. As of September 30, 2001, the Company had working capital
of $176,487. This working capital and funding from the affiliate is expected to
provide the Company with sufficient capital while it seeks a merger, acquisition
or other arrangement by and between the Company and a viable operating entity,
although there is no assurance that this will occur.
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UPWARD TECHNOLOGY CORPORATION
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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
None
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UPWARD TECHNOLOGY CORPORATION
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SIGNATURE
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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
undersignd thereunto duly authorized.
UPWARD TECHNOLOGY CORPORATION
/s/ Albert M. Zlotnick
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Albert M. Zlotnick, President and
Chief Executive Officer
Date: November 13, 2001
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