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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 MARCH 31, 2001
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RESULTS TECHNOLOGY GROUP, CORP.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
COMMISSION FILE NUMBER: 33-55254-17
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NEVADA 87-0434298
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6466 CITY WEST PARKWAY, EDEN PRAIRIE, MN 55344
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (952) 918-0280
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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,
$.022 par value per share,
as of May 17, 2001: 4,529,639.
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RESULTS TECHNOLOGY GROUP, CORP.
FORM 10-QSB
PART I
a. Forward Looking Statements. Information provided in this quarterly 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. Results Technology group, Corp. (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
RESULTS TECHNOLOGY GROUP, CORP.
Balance Sheet
March 31, June 30,
2001 2000
(unaudited)
----------- -----------
CURRENT ASSETS
Cash 0 0
----------- -----------
Total Current Assets 0 0
----------- -----------
OTHER ASSETS 0 0
----------- -----------
Total Other Assets 0 0
----------- -----------
TOTAL ASSETS 0 0
=========== ===========
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March 31, June 30,
2001 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 4,529,639 shares for March 31,
2001, par value $0.022, and
99,652,060 shares for 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 financial statements.
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Results Technology Group, Corp.
Statement of Operations
For the Three and Nine Months Ended March 31, 2001 and 2000
(unaudited)
3 mths ended 3 mths ended 9 mths ended 9 mths ended
3/31/01 3/31/00 3/31/01 3/31/00
------------ ------------ ------------ ------------
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
--------- ---------- --------- ----------
Total Operating Expenses 0 0 0 0
--------- ---------- --------- ----------
Operating Income (Loss) 0 0 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 4,529,639 12,652,060 4,529,639 12,652,060
--------- ---------- --------- ----------
The accompanying notes are an integral part of these financial statements.
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Results Technology Group, Corp.
Statement of Cash Flows
For the Nine Months Ended March 31, 2001 and 2000
(unaudited)
9 mths ended 9 mths ended
3/31/01 3/31/00
------------ ------------
Cash from Operations
Net Loss 0 0
Loss on Investment 0 0
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
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The accompanying notes are an integral part of these financial statements.
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Results Technology Group, Corp.
Statement of Stockholders' Equity
From June 30, 1996 to March 31, 2001
(unaudited)
Preferred Stock Common Stock Total
----------------- ------------------ Paid in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit 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)(a) (95,122,421) 0
-------- ---- ----------- ------ --------- ---------- --------
Balance March 31, 2001 4,529,639 99,653 2,088,421 (2,188,074) --
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(a): reflects 22 to 1 reverse stock split; as a result of the reverse stock
split, par value changed from $.001 to $.022
The accompanying notes are an integral part of these financial statements.
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RESULTS TECHNOLOGY GROUP, CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1. GENERAL ORGANIZATION AND BUSINESS
Results Technology group, Corp. (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 Results Technology group, Corp., an Iowa corporation. Immediately following,
the Company changed its name from Highland MFG., Inc. to Results Technology
group, Corp. The merger transaction resulted in Results Technology group, Corp.
(Iowa) becoming a wholly owned subsidiary of the successor Results Technology
group, Corp. (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 Results Technology group, Corp. (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 Results Technology group,
Corp. (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
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Provision for Income Taxes before
valuation account 328,211
Valuation account (328,211)
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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
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Total NOL Carryforward 2,188,074
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NOTE 7. REVENUE AND EXPENSES
The Company currently has no operations and no revenue.
ITEM 2. PLAN OF OPERATION
The Company currently has no operations, assets or employees. In March 2001,
based upon the Company's inability to raise equity or debt financing, the
Company abandoned its plans to create and operate a technology business through
a wholly-owned LLC subsidiary. As a result, the Company has returned to its
prior strategy. The Company again operates through one or more of its primary
shareholders to investigate potential business ventures that, in the opinion of
such parties, may provide a source of eventual profit to the Company. This
involvement may take many forms, such as the acquisition of an existing business
or the acquisition of assets to establish subsidiary businesses.
As an unfunded venture, the Company will be extremely limited in its attempts to
locate potential business situations for investigation. Management anticipates
that due to its lack of funds, and the limited amount of its resources, the
Company may be restricted to participation in only one potential business
venture. This lack of diversification should be considered a substantial risk
because it will not permit the Company to offset potential losses from one
venture against gains from another. The Company is unable to predict at this
time the costs of locating a suitable business opportunity.
The Company may choose to enter into a venture involving the acquisition of, or
merger with, a company which does not need substantial additional capital but
desires to establish a public trading market for its securities. Such a company
may desire to consolidate its operations with the Company through a merger,
reorganization, asset acquisition, or other combination. In the event of such a
merger, the Company may be required to issue significant additional shares, and
it may be anticipated that control over the Company's affairs may be transferred
to others.
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It is likely that the investigation and selection of business opportunities will
be complex, time-consuming and extremely risky. In addition to the severe
limitations placed upon the Company by virtue of its unfunded status, the
Company will also be limited, in its investigation of possible acquisitions, by
the reporting requirements of the Securities Exchange Act of 1934, pursuant to
which certain information must be furnished in connection with any significant
acquisitions. The Company would be required to furnish, with respect to any
significant acquisition, financial statements for the acquired company, covering
one, two or three years (depending upon the relative size of the acquisition).
Consequently, acquisition prospects that do not have the requisite financial
statements, or are unable to obtain them, may be inappropriate for acquisition
under the present reporting requirements of the 1934 Act.
The Company expects to encounter intense competition in its efforts to locate
suitable business opportunities in which to engage. The primary competition for
desirable investments may come from other small companies organized and funded
for similar purposes, from small business development corporations and from
public and private venture capital organizations. As the Company is limited in
its resources, virtually all of the competing entities will have significantly
greater experience, resources, facilities, contacts and managerial expertise
than the Company and will, consequently, be in a better position than the
Company to obtain access to, and to engage in, business opportunities. Due to
its lack of funds, the Company may not be in a position to compete with larger
and more experienced entities for business opportunities that are low-risk.
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. In January 2001, the Company approved a 1-for-22
reverse split in its outstanding shares of Common Stock, par value $.001
per share. As a result, the 99,652,060 shares then outstanding were reduced
to 4,529,639 shares with par value of $.022 per share.
b. Recent Sales of Unregistered Securities. There have been no recent sales of
unregistered securities by the Company.
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
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS.
None.
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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: May 18, 2000 RESULTS TECHNOLOGY GROUP, CORP.
By: /s/ Jason R. Picciano
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Jason R. Picciano, Chief Executive Officer
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