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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
FRC RACING PRODUCTS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
COMMISSION FILE NUMBER: 33-55254-17
NEVADA 87-0434298
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6466 CITY WEST PARKWAY, EDEN PRAIRIE, MINNESOTA 55344
(ADDRESS OF PRINCIPLE EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (952) 918-0280
2100 METROPOLITAN CENTRE, MINNEAPOLIS, MN 55402
(FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: NONE
Indicated by check mark whether the issuer (1) filed all reports required by
Section 13 or 15(d) of the Exchange Act 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 at least the past 90 days.
Yes [X] No [ ].
Number of shares outstanding of Issuer's common stock, $.01 par value per share,
as of December 31, 2000: approximately 99,650,060.
Transitional Small Business Disclosure Format Yes [ ] No [X]
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FRC RACING PRODUCTS, INC.
FORM 10-QSB
PART I
a. Forward Looking Statements. Information provided in this annual report may
contain "forward-looking" information. These cautionary statements are made with
the objective of obtaining the benefits of safe harbor provisions of applicable
legislation. FRC Racing Products, Inc. (the "Company") cautions investors that
any forward looking statements made by the Company are not guarantees of future
performance and actual results may differ materially from those in the forward
looking statements as a result of various factors.
ITEM 1. FINANCIAL STATEMENTS
SHELLEY INTL., CPA
443 E. 10TH AVE.
MESA, AZ 85204
(480) 461-8301
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors/
Review Committee
FRC Racing Products, Inc.
I have reviewed the accompanying balance sheets of FRC Racing Products,
Inc. as of December 31, 2000 and June 30, 2000 and the related statements of
operations, stockholders' equity, and cash flows for the three months and six
months ended December 31, 2000 and 1999. All information included in these
financial statements is 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, I do not express such an opinion.
The accompanying financial statements have been prepared assuming that
the company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.
Shelley Intl., CPA
January 22, 2001
Mesa, AZ
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FRC RACING PRODUCTS, INC.
Balance Sheet
as of December 31, 2000 and June 30, 2000
ASSETS
December 31, June 30,
2000 2000
CURRENT ASSETS
Cash 0 0
---------- ----------
Total Current Assets 0 0
---------- ----------
OTHER ASSETS 0 0
---------- ----------
Total Other Assets 0 0
---------- ----------
TOTAL ASSETS 0 0
========== ==========
The accompanying notes are an integral part of these statements
See accountant's review report
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FRC RACING PRODUCTS, INC.
Balance Sheet
as of December 31, 2000 and June 30, 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, June 30,
2000 2000
LIABILITIES
Current Liabilities 0 0
---------- ----------
Total Current Assets 0 0
---------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock, authorized
200,000 shares, none issued and
outstanding, par value $0.001
Common Stock, authorized
100,000,000 shares of stock,
issued and outstanding
99,652,060 shares
shares for December 31, 2000,
and June 30, 2000,
par value $0.001 99,653 99,653
Additional Paid In Capital 2,088,421 2,088,421
Retained Earnings (Loss) (2,188,074) (2,188,074)
---------- ----------
Total Stockholders' Equity 0 0
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 0 0
========== ==========
The accompanying notes are an integral part of these statements
See accountant's review report
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FRC RACING PRODUCTS, INC.
Statement of Operations
for the three months and six months ended December 31, 2000 and 1999
3 mths ended 3 mths ended 6 mths ended 6 mths ended
12/31/00 12/31/99 12/31/00 12/31/99
Revenue
Sales 0 0 0 0
---------- ---------- ---------- ----------
Total Revenue 0 0 0 0
---------- ---------- ---------- ----------
OPERATING EXPENSES
Legal & Accounting 0 0 0 0
Consulting 0 0 0 0
General and Administrative 0 0 0 0
Loss on Investment 0 0 0 0
---------- ---------- ---------- ----------
0
Total Operating Expenses 0 0 0 0
---------- ---------- ---------- ----------
Operating Income (Loss) 0 0
Provision for Income Taxes 0 0 0 0
---------- ---------- ---------- ----------
Net Income (Loss) 0 0 0 0
========== ========== ========== ==========
Primary and Diluted
Earnings (Loss) per Share a a a a
---------- ---------- ---------- ----------
Weighted Average Number of
Common Shares Outstanding 99,652,060 12,652,060 99,652,060 12,652,060
---------- ---------- ---------- ----------
a: less than $0.01
The accompanying notes are an integral part of these statements
See accountant's review report
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FRC RACING PRODUCTS, INC.
Statement of Stockholders' Equity
from June 30, 1996 to December 31, 2000
Preferred Stock Common Stock Paid in Accumulated Total
Shares Amount Shares Amount Capital Deficit Stockholders'
Equity
--------------------------------------------------------------------------------------------------
Balance, June 30, 1996 200,000 200 12,652,060 12,653 2,157,221 (1,643,226) 526,848
Retirement of shares (200,000) (200) 200 --
Retained Earnings (Deficit) (526,848) (526,848)
--------------------------------------------------------------------------------------------------
Balance, June 30, 1997 0 0 12,652,060 12,653 2,157,421 (2,170,074) --
Retained Earnings (Deficit) -- --
--------------------------------------------------------------------------------------------------
Balance, June 30, 1998 12,652,060 12,653 2,157,421 (2,170,074) --
Retained Earnings (Deficit) -- --
--------------------------------------------------------------------------------------------------
Balance, June 30, 1999 12,652,060 12,653 2,157,421 (2,170,074) --
Sale of Shares 87,000,000 87,000 (69,000) 18,000
Retained Earnings (Deficit) (18,000) (18,000)
--------------------------------------------------------------------------------------------------
Balance June 30, 2000 99,652,060 99,653 2,088,421 (2,188,074) --
--------------------------------------------------------------------------------------------------
Retained Earnings (Deficit) 0
--------------------------------------------------------------------------------------------------
Balance December 31, 2000 99,652,060 99,653 2,088,421 (2,188,074) --
==================================================================================================
The accompanying notes are an integral part of these statements
See accountant's review report
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FRC RACING PRODUCTS, INC.
Statement of Cash Flow
for the six months ended December 31, 2000 and 1999
6 mths ended 6 mths ended
12/31/00 12/31/99
Cash from Operations
Net Loss 0 0
Loss on Investment
Change in Accounts Payable 0 0
------- -------
Cash Provided by Operations 0 0
------- -------
Cash Used in Investments 0 0
------- -------
Cash from Financing
Sale of Stock 0 0
------- -------
Total Cash Provided by Financing 0 0
------- -------
Net Change in Cash 0 0
Beginning Cash 0 0
------- -------
Ending Cash 0 0
======= =======
The accompanying notes are an integral part of these statements
See accountant's review report
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FRC RACING PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. GENERAL ORGANIZATION AND BUSINESS
FRC Racing Products, Inc. (the Company), was originally incorporated in February
1986, in the State of Utah under the name Highland MFG., Inc. In December 1993,
the Company redomiciled as a Nevada corporation. The Company had no operations
until 1995.
On April 4, 1995, the Company entered into a Stock Exchange Agreement whereby it
issued 8,900,000 shares of its common stock (representing controlling interest
in the Company) in exchange for all of the outstanding shares of capital stock
of FRC Racing Products, Inc., an Iowa corporation. Immediately following, the
Company changed its name from Highland MFG., Inc. to FRC Racing Products, Inc.
The merger transaction resulted in FRC Racing Products, Inc. (Iowa) becoming a
wholly owned subsidiary of the successor FRC Racing Products, Inc. (Nevada). The
Iowa company was incorporated on October 17, 1994, to manufacture and distribute
automotive chassis, parts and related supplies. As of April 4, 1995 the Iowa
company had not commenced operations of its intended business and, as a result,
had no operational history. The transaction was a reverse acquisition whereby
the stockholders of FRC Racing Products, Inc (Iowa) became the controlling
stockholders of FRC Racing Products, Inc. (Nevada). This acquisition was
recorded at the historical cost of the acquired Iowa company.
The parent Nevada company had no operations. All operations were within the Iowa
wholly owned subsidiary. The Iowa subsidiary began operations in the last
quarter of fiscal year ended June 30, 1995. Sales however did not begin until
the first quarter of the next year. Sales were inadequate to handle the mounting
operational expenses of a manufacturing company and the Iowa company closed its
doors shortly after fiscal year ended June 30, 1996. During its operational
period the Iowa subsidiary borrowed funds from three banks in Iowa to purchase
land, building and refurbish the building. The parent company as well as the
officers then guaranteed the $3,000,000 bank loan. These banks foreclosed on the
Iowa company in April 1997. All of the assets were sold at a sheriff's
foreclosure sale and the funds distributed to the creditors and the banks. The
Banks also received a judgment against the parent company for the remainder of
the outstanding loan balance. A company officer counter sued the banks and
received a release from the loan guarantees for the officers, and the parent
company as of May 2000.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has no assets and no debt as of June 30, 2000. The relevant
accounting policies and procedures are listed below.
Accounting Basis
The basis is generally accepted accounting principles.
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Earnings per Share
The basic earnings (loss) per share is calculated by dividing the Company's net
income (adjusted for certain dividends when paid) by the weighted average number
of common shares during the year. The diluted earnings (loss) per share is
calculated by dividing the Company's net income (loss) (adjusted for certain
dividends and certain interest when expensed) by the diluted weighted average
number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted average number of shares
adjusted as of the first of the year for any potentially dilutive debt or
equity.
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown.
Income Taxes
The provision for income taxes is the total of the current taxes payable and the
net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Wholly Owned Subsidiary-Equity Method
Due to the demise of the wholly owned subsidiary. Its numbers are accounted for
on the equity method and shown as a single line item on the balance sheet and
income statement in the periods applicable.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However the Company has no current source of revenue, nor operations. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek a suitable merger
candidate which would supply the needed cash flow.
NOTE 4. STOCKHOLDERS' EQUITY
Preferred Stock
During fiscal year June 30, 1996 the Company authorized 200,000 shares of
preferred stock to be given to the current officers. This transaction was
rescinded in the fall of 1996. Currently no preferred stock is outstanding. The
Company does not anticipate the utilization of preferred stock in the near
future.
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Common Stock
During the year ended June 30, 1996 the parent company FRC Racing Products, Inc.
(NV) used its common stock to purchase goods and services for its Iowa
subsidiary. The Company also sold stock and invested 100% of the funds received
in the Iowa subsidiary. A total of $1,970,074 was raised for the Iowa subsidiary
selling 2,752,060 shares of common stock.
During the fiscal year ended June 30, 2000 the Company, sold stock for $18,000
in exchange for 87,000,000 shares of common stock.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company currently neither owns nor leases any real or personal property.
Most office services are provided without charge by the president who lives in
Minnesota. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein.
NOTE 6. PROVISION FOR INCOME TAXES
As of June 30, 2000 the Company had a federal net operating loss carryforward
(NOL) of $2,188,074. Nevada has no state corporate income taxes. This federal
NOL in the future could be utilized to cover taxable operating income of the
same amount, thus creating a future net tax benefit of $328,211 at the minimum
federal corporate tax rate of 15%. Because of the non-operational nature of the
Company at present, there is substantial doubt as to the Company's ability to
fully utilize this tax benefit. Therefore, the Company has established a
valuation account which in effect, negates the tax benefit.
Net change in Deferred Tax Benefit 328,211
Current Taxes Payable 0
--------
Provision for Income Taxes before
valuation account 328,211
Valuation account (328,211)
--------
Net Provision for Income Taxes 0
--------
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The federal NOL is due to expire 15 years from the date of its creation. The
chart below shows the year of creation, the amount of each year's NOL and the
year of expiration if not utilized.
Year Created Amount Year to Expire
------------ ------ --------------
1993 0 2008
1994 2,000 2009
1995 35,144 2010
1996 1,606,082 2011
1997 526,848 2012
1998 0 2013
1999 0 2014
2000 18,000 2015
---- ---------
Total NOL Carryforward 2,188,074
---------
NOTE 7. REVENUE AND EXPENSES
The Company currently has no operations and no revenue.
NOTE 8. SUBSEQUENT EVENTS
In the fall of 2000 the shareholders approved a name change to Results
Technology Group, Corp. and also a 22 to 1 reverse stock split. This is all to
happen sometime in the first quarter of calendar year 2001. Neither of these
items has occurred as of the report date. The statements herein do not reflect
the effect of the reverse stock split. The reverse stock split would have the
effect of reducing the outstanding common stock shares from 99,652,060 shares to
approximately 4,529,639 shares.
ITEM 2. PLAN OF OPERATION
During the period covered by this report, the Company had no operations, assets
or employees. However, operating through one or more of its primary
shareholders, the Company has investigated potential business ventures that, in
the opinion of such parties, may provide a source of eventual profit to the
Company.
PROPOSED BUSINESS OF THE COMPANY. Effective after January 1, 2001, the Company
will change its name to Results Technology Group, Corp. and will effectuate a 22
to 1 reverse split of its outstanding shares of stock. The Company is commencing
a private placement of its securities pursuant to the private placement
exemption found at section 4(2) of the Securities Act of 1933. It is the
Company's intention to use the proceeds of this offering to assist in funding
the future operations of the Company as described below. No sales had made under
this offering during the time period covered by this report.
The Company plans to operate its business through a newly created wholly owned
subsidiary, Results Technology Group, LLC ("RTG Minnesota"). RTG Minnesota plans
to offer diverse product and service offerings to fulfill the technology needs
of small and medium size businesses. This operating subsidiary will provide
services that span across the information technology, voice and data spectrums
and will focus on the following areas:
1. Information Technology Development. This includes business and
technical consulting, Internet project planning and implementation,
centralized support and outsourcing services.
2. Web/E Commerce/Application Development. This includes web site
development, graphic design content development, e-commerce, database,
and custom application development.
3. Hosting/Connectivity/VoIP. This includes the hosting of web and
e-commerce applications, email, intranet, DSL, voice and data.
4. Infrastructure Development. This includes providing cabling, network
infrastructure, hardware procurement, asset management, implementation
and maintenance and data storage and retrieval.
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5. Personal Communication Services Site Management. This includes
Personal Communication Services (PCS) and digital phone tower
assessments and providing logistical, topological and empirical data
for PCS and digital coverage area.
This company's services will focus on growing its current customer/subscriber
base and achieving profitability through reoccurring revenues from such clients.
It will grow its client base by using a direct sales force, via the Internet, as
well as by implementing a reseller program. No acquisitions or operations have
yet commenced as of the effective date of this report.
PART II. OTHER INFORMATION
ITEM. 1 LEGAL PROCEEDINGS
As of the date of this filing, to the knowledge of the Company, its officers and
directors, neither the Company nor any of its officers and directors, is a party
to any material legal proceeding or litigation. Further, such parties are not
aware of any anticipated governmental proceedings against the Company.
ITEM 2. CHANGES IN SECURITIES
A. CHANGES IN SECURITIES. There have been no material modifications to the
instruments defining the rights of the holders of any class of registered
securities; nor have the rights evidenced by any class of registered securities
been materially limited or qualified by the issuance or modification of any
other class of securities.
B. AMENDMENTS TO OTC BULLETIN BOARD LISTING REQUIREMENTS. As of the date of this
filing, the Company's securities are not traded/quoted on the OTC Bulletin Board
("OTCBB"). This has negatively impacted any market for the Company's shares. The
Company is endeavoring to file all required information so that it will once
again to permitted to quote its securities on the OTCBB, if possible.
C. RECENT SALES OF UNREGISTERED SECURITIES. As referenced in Part One, Item 2,
Plan of Operation, the Company is commencing a private placement of its
securities pursuant to the private placement exemption found at section 4(2) of
the Securities Act of 1933. It is the Company's intention to use the proceeds of
this offering to assist in funding future operations of the Company. No sales
have been made under this offering during the time period covered by this
report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
This response relates to senior securities of the Company. With respect to
these, the Company was not aware of any material default in the payment of
principal, interest, a sinking or purchase fund installment, or any other
material default not cured within 30 days, with respect to any indebtedness of
the Company exceeding 5 percent of the total assets of the Company. Nor are
there any material arrearages in the payment of dividends or any other material
delinquency not cured within 30 days.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a special meeting held on October 15, 2000 a majority of the shareholders
approved the following:
1) A reverse split of the Company's issued and outstanding shares on the
basis of one share for each 22 shares outstanding pursuant to the
authority of Nevada Statute Section 78.207 with the express
understanding that the authorized capital stock of the Company shall
remain at 100,000,000 shares and that such action be effective after
January 1, 2001; and,
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2) That the name of the changed its name to Results Technology Group,
Corp. and that such action be effective after January 1, 2001.
87,000,000 shares were voted for the above proposals, 0 shares voted against
these proposals and 12,650,0603 shares were not represented or cast no vote.
Appropriate amendments to the Articles of incorporation of the Company will be
filed with the Nevada Secretary of State.
ITEM 5. OTHER INFORMATION
PROPOSED CHANGE IN CONTROL OF REGISTRANT. During the time period covered by this
report, Duckson, Carlson, Bassinger & Mitchell, LLC, a Minneapolis law firm (D &
C) owning 87,000,000 shares of the Company (representing approximately 87.3% of
its issued and outstanding shares) (the D & C Shares) have entered into
discussions with Results Technology Group, Inc., a Minnesota corporation, (RTG)
pursuant to which it would transfer the D & C Shares for the purchase price of
$112,500. As part of the proposed transaction, would D & C agree to provide all
necessary legal services to prepare and file all reports with the Securities and
Exchange Commission ("SEC") required under Section 15(d) of the Securities Act
of 1934 so that the Company will once again be current in its reporting
obligation. The transfer of the D & C Shares would not be effective until
after January 1, 2001.
NAME CHANGE. The Company (and a majority of its shareholders) has approved a
change of its name to Results Technology Group, Corp. This name change will be
effective after January 1, 2001.
REVERSE SPLIT OF SHARES. The Company (and a majority of its shareholders) has
approved a reverse split of its shares on a 22 to 1 basis. This reverse split
will be effective after January 1, 2001.
ITEM 6. EXHIBITS
(a) The Company's current Articles, Bylaws, and any amendments thereto, are
attached to the Company's 10-QSB for the period ending December 31, 1999 and are
incorporated herein by this reference. Additionally, the proposed Articles of
Incorporating reflecting the above referenced name change and reverse split of
shares is attached hereto.
(b) None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this 10-QSB report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 9, 2001 FRC RACING PRODUCTS, INC.
By:
/s/ Jason Picciano
---------------------------------------
Jason Picciano, Chief Executive Officer
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In accordance with the Securities and Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Registrant and in
the capacities and on the date indicated.
Dated: February 9, 2001 By:
/s/ Brian Bassier
--------------------------------------
Brian Bassier, Chief Financial Officer
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