FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended April 30, 2000
--------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the transition period from to
----------------- ----------------
Commission File Number: 0-25024
--------------------------------------------
TITAN TECHNOLOGIES, INC.
------------------------
(Exact name of small business issuer as
specified in its charter)
NEW MEXICO 85-0388759
-------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3206 Candelaria Road NE. Albuquerque, NM 87107
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(505) 884-0272
- --------------------------------------------------------------------------------
(Issuer's telephone number)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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.
Yes [ X ] No [ ]
The number of shares of the registrant's common stock outstanding as of
May 19, 2000 was:
No Par Value Common 32,736,561
Transitional Small Business Format: Yes [ ] No [ X ]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Titan Technologies, Inc.
BALANCE SHEET
April 30, 2000
UNAUDITED
ASSETS
Current Assets
Cash ............................................... $ 234,951
Property and Equipment, at cost
Furniture and fixtures ............................. 5,407
Machinery .......................................... 7,706
-----------
13,113
Less accumulated depreciation ...................... 9,160
-----------
Net property and equipment ................ 3,953
Other Assets
Accounts receivable - stockholder .................. 609
-----------
$ 239,513
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable ................................... $ 1,095
Other accrued liabilities .......................... 792
-----------
Total Current Liabilities ................................... 1,887
Stockholders' Equity
Common stock - no par value; authorized,
50,000,000 shares; issued and
outstanding, 32,736,561 shares ..................... 2,247,932
Accumulated deficit ................................ (2,010,306)
-----------
237,626
-----------
$ 239,513
===========
The Accompanying Notes Are An Integral Part of These Financial Statements
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For the Three Months Ended April 30
UNAUDITED
2000 1999
------------ ------------
REVENUES
Other income ................................ $ 8,615 $ 18,595
------------ ------------
8,615 18,595
COSTS AND EXPENSES
General and administrative .................. 57,770 63,248
Outside services ............................ 18,000 1,115
Depreciation and amortization ............... 438 644
------------ ------------
76,208 65,007
------------ ------------
Loss before income taxes .................... (67,593) (46,412)
Provision for income taxes .................. -- --
------------ ------------
Net loss .................................... $ (67,593) $ (46,412)
============ ============
Weighted average common shares
outstanding, basic and diluted (Note 2) ... 31,107,172 26,780,411
============ ============
Basic and diluted (loss) per common share ... $ 0.00 $ 0.00
============ ============
The Accompanying Notes Are An Integral Part of These Financial Statements
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For the Nine Months Ended April 30
UNAUDITED
2000 1999
------------ ------------
REVENUES
Other income ................................ $ 27,395 $ 36,514
------------ ------------
27,395 36,514
COSTS AND EXPENSES
General and administrative .................. 183,809 209,907
Outside services ............................ 36,150 4,078
Depreciation and amortization ............... 1,317 1,932
Interest .................................... -- 3,361
------------ ------------
221,276 219,278
------------ ------------
Loss before income taxes .................... (193,881) (182,764)
Provision for income taxes .................. -- --
------------ ------------
Net loss .................................... $ (193,881) $ (182,764)
============ ============
Weighted average common shares
outstanding, basic and diluted (Note 2) ... 29,949,717 25,945,667
============ ============
Basic and diluted (loss) per common share ... $ (0.01) $ (0.01)
============ ============
The Accompanying Notes Are An Integral Part of These Financial Statements
Titan Technologies, Inc.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended April 30
UNAUDITED
2000 1999
--------- ---------
Cash flows from operating activities
Other receipts ................................. $ 27,395 $ 33,245
Interest received .............................. -- 3,269
Cash paid for suppliers and subcontractors ..... (227,789) (244,283)
Interest paid .................................. -- (3,361)
--------- ---------
Net cash used in operating activities .......... (200,394) (211,130)
Cash flows from investing activities
Additions to notes receivable .................. -- (25,732)
Cash flows from financing activities
Proceeds from sale of common stock ............. 428,464 218,500
--------- ---------
Net increase (decrease) in cash ................ 228,070 (18,362)
Cash at beginning of year ...................... 6, 881 45,427
--------- ---------
Cash at end of period .......................... $ 234,951 $ 27,065
========= =========
Reconciliation of Net Loss to Net Cash Used in
Operating Activities
Net loss ...................................... $(193,881) $(182,764)
Adjustments
Depreciation and amortization .................. 1,317 1,932
Changes in assets and liabilities
Decrease in prepaid expenses ................... 5,555 --
(Increase) decrease in accounts payable ........ (9,600) 1,761
Increase in interest payable ................... -- 3,361
Increase (decrease) in accrued liabilities ..... (3,785) 230
Decrease in stockholders payables .............. -- (35,650)
--------- ---------
Net cash used in operating activities .......... $(200,394) $(211,130)
========= =========
Noncash investing and financing activities:
During the nine months ended April 30, 1999 certain rights and patents
with a net book value of approximately $75,000 were transferred to the
developer in exchange for notes payable, accrued interest and other
liabilities to the developer totaling approximately $238,000.
During the nine months ended April 30, 1999 stock was issued in exchange
for notes payable and accrued interest totaling $140, 224.
The Accompanying Notes Are An Integral Part of These Financial Statements
Titan Technologies, Inc.
NOTES TO FINANCIAL STATEMENTS
For the Three Months and Nine Months Ended April 30, 2000
1) BASIS OF PRESENTATION
The balance sheet at April 30, 2000, and the statements of operations for the
three months and nine months ended April 30, 2000 and 1999 and statements of
cash flows for the nine months ended April 30, 2000 and 1999 have been prepared
without audit. In the opinion of management, all adjustments, including normal
recurring adjustments necessary to present fairly the financial position,
results of operations and cash flows, have been made. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. It is suggested that these financial statements be read in conjunction
with the Company's audited financial statements at July 31, 1999. The results of
operations for the nine months ended April 30, 2000 are not necessarily
indicative of operating results for the full year.
2) ISSUANCE OF COMMON STOCK
During the nine months ended April 30, 1999 the Company sold 2,185,000 shares of
common stock for which it received $218,500.
During the three months ended October 31, 1999 the Company sold 1,080,000 shares
of common stock for which it received $107,400.
During the three months ended January 31, 2000 the Company sold 1,083,000 shares
of common stock for which it received $102,700.
During the three months ended April 30, 2000 the Company sold 2,453,150 shares
of common stock for which it received $218,364.
3) LOSS PER SHARE
Loss per common share is computed using the weighted average number of common
shares outstanding during the period. Basic and diluted loss per share are the
same because the inclusion of options to purchase additional shares of stock are
antidilutive.
4) MANAGEMENT'S PLANS FOR OPERATIONS
The Company has experienced significant losses from operations in recent years
and the Company has used rather than provided cash in its operations.
The Company's ability to continue as a going concern is contingent upon its
ability to maintain adequate financing or obtain capital from other sources and
to attain profitable operations. The financial statements to not include any
adjustments relating to the recoverability and classification of recorded asset
amounts that might be necessary to should the Company be unable to continue in
existence.
Management has taken the following steps to address the financial and operating
condition of the Company which it believes will be sufficient to provide the
Company with the ability to continue in existence:
Improvement of marketing efforts for recycling development of plants and
plastics recycling technology as a marketable product.
Reduce operating and administrative expenses, and issue stock and notes
payable where possible.
Defer payment of officer salaries if required.
Management believes that these steps will allow the Registrant to continue as a
going concern in the immediate future, together with results of on going efforts
to raise working capital through licensing of agreements, joint ventures or
sales of additional equity securities in private placements. However, there are
significant risks associated with the Registrants business development and there
can be no assurance that its efforts will be successful or that it will be able
to raise sufficient working capital to survive as a going concern.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
- ---------------------
During the nine months ended April 30, 2000, the Company had no licensing
revenue. No plants are scheduled for construction at April 30, 2000.
Marketing agreements with current marketers for North American and Asian rights
require, among other things the marketers to sell certain numbers of plants per
year, and require payment to the Company, by the owner of the plant of a 7.5%
royalty on the net sales of by-products. Unless other arrangements are
negotiated, the plants will be constructed by the Company and sold to the
marketer at cost of the plant, plus a one-third markup on plant and installation
cost.
As a result of activities by management general and administrative expenses
decreased $5,478 to $57,770 and outside services increased $16,885 to $18,000
for the three months ended April 30, 2000 compared the three months ended April
30. General and administrative expenses decreased $26,098 to $183,809 and
outside services increased $32,072 to $36,150 for the nine months ended April
30, 2000 compared to the nine months ended April 30, 1999.
Financial Condition
- -------------------
The Company's liquidity increased in the nine months ended April 30, 2000 as
cash increased by $228,070 since July 31, 1999. Operations used $200,394
compared to the same period of the prior year in which operations used $211,130.
Year 2000 Issue
- ---------------
The Company has not experienced any problems with the Year 2000 Issue but will
continue monitoring its operating systems and its relationship with suppliers
and other constituents.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At the date of this report there are no known legal proceedings pending or
judgments against the Registrant or against any director or officer of the
Registrant in their capacity as such.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS IN SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on December 17, 1999 the following
individuals were elected to serve as directors of the Registrant by the votes
set forth opposite their respective names:
For Withheld
Ronald L. Wilder 15,671,160 20,000
Ronald E. Allred 15,671,160 20.000
Jelle DeBoer 15,671,160 20,000
ITEM 5. OTHER INFORMATION
The Company's by-laws had not been reviewed or amended since the Company was
originally incorporated. The board of directors met on May 31, 2000 and agreed
that the Company's by-laws be replaced in their entirety by the by-laws reviewed
by the directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required by Item 601 of Regulation S-K
(b) Reports on Form 8-K. State whether any reports on Form 8-K have
been filed during the quarter for which this report is filed, listing the items
reported, any financial statements filed, and the dates of any such reports.
NONE
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TITAN TECHNOLOGIES, INC.
May 19, 2000 Ronald L. Wilder
-----------------------------------------------------------
Ronald L. Wilder, President, Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer.