U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended May 31, 2004
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File No. 000-29603
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PROCESS TECHNOLOGY SYSTEMS, INC.
--------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 91-2070995
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(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6371 Richmond, #200
Houston, Texas 77057
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (713) 266-8005
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
May 31, 2004
Common - 1,000,000 shares
Preferred - 5,835 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
May 31, 2004 and November 30, 2003
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
May 31, November 30,
2004 2003
(Unaudited)
CURRENT ASSETS $ - $ -
---------- ---------
Total Current Assets - -
---------- ---------
TOTAL ASSETS $ - $ -
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 58,535 $ 50,077
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Total Liabilities 58,535 50,077
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STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock authorized 12,500,000
preferred shares, at $0.25 par value:
5,835 shares issued and outstanding 1,459 1,459
Common stock authorized 50,000,000 common
shares at $0.002 par value: 1,000,000
shares issued and outstanding 2,000 2,000
Additional paid in capital 315,505 311,879
Deficit accumulated during the development stage (377,499) (365,415)
--------- ---------
Total Stockholders' Equity (Deficit) (58,535) (50,077)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ -
========= =========
The accompanying notes are an integral part of these financial statements.
2
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the May 12, 1987
Three Months Ended Six Months Ended Through
May 31, May 31, May 31,
2004 2003 2004 2003 2004
REVENUES $ - $ - $ - $ - $ -
--------- -------- -------- ------- --------
EXPENSES
General and
administrative 9,472 1,463 12,084 5,127 377,499
--------- -------- -------- ------- --------
Total Expenses 9,472 1,463 12,084 5,127 377,499
--------- -------- -------- ------- --------
NET LOSS $ (9,472) $ (1,463) $(12,084) $ (5,127)$(377,499)
========= ======== ======== ======= ========
BASIC AND FULLY DILUTED
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ======== ======== =======
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000
========= ========= ========= =========
the accompanying notes are an integral part of these financial statements.
3
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Preferred Stock Paid-in Development
Shares Amount Shares Amount Capital Stage
Balance, May 12,
1987 130,000 $ 260 - $ - $188,367 $ -
February 18, 1988,
common stock
issued for
services at $0.10
per share 11,665 23 - - 1,143 -
February 18, 1988,
preferred stock
issued for services
at $12.50 per share - - 5,835 1,459 71,446 -
June 9, 1988, common
stock issued for
services valued at
$0.10 per share 1,000 2 - - 98 -
March 30, 1990,
common stock issued
for services, valued
at $0.10 per share 240 - - - 24 -
Net loss from
inception on May 12,
1987 through
November 30, 1996 - - - - - (262,822)
-------- ------ ------- ------ --------- --------
Balance, November
30, 1996 142,905 285 5,835 1,459 261,078 (262,822)
Net loss for the
year ended
November 30, 1997 - - - - - -
-------- ------ ------- ------ --------- --------
Balance, November
30, 1997 142,905 285 5,835 1,459 261,078 (262,822)
Net loss for the
year ended
November 30, 1998 - - - - - (2,363)
-------- ------ ------- ------ --------- --------
Balance, November
30, 1998 142,905 285 5,835 1,459 261,078 (265,185)
Net loss for the
year ended
November 30, 1999 - - - - - (16,298)
-------- ------ ------- ------ --------- --------
Balance, November
30, 1999 142,905 285 5,835 1,459 261,078 (281,483)
January 5, 2000,
common stock
issued for debt
valued at $0.10
per share 124,000 248 - - 12,152 -
September 27,
2000, common stock
issued for services
valued at $0.50
per share 18,900 39 - - 9,411 -
Contributed capital
by shareholder - - - - 8,860 -
-------- ------- ------ ------- ----------- ---------
Balance forward 285,805 $ 572 5,835 $ 1,459 $291,501 $(281,483)
-------- ------- ------ ------- ----------- ---------
The accompanying notes are an integral part of these financial statements.
4
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Preferred Stock Paid-in Development
Shares Amount Shares Amount Capital Stage
Balance forward 285,805 $ 572 5,835 $ 1,459 $291,501 $(281,483)
Net loss for the
year ended
November 30, 2000 - - - - - (28,515)
---------- ------- ------- ------- -------- ----------
Balance, November
30, 2000 285,805 $ 572 5,835 $ 1,459 $291,501 $(309,998)
May 11, 2001, common
stock issued for
cash valued at $0.01
per share
714,195 1,428 - - 5,714 -
Contributed capital
by shareholder - - - - 3,982 -
Net loss for the
year ended November
30, 2001 - - - - - (36,149)
--------- ------- ------ ------- -------- ---------
Balance, November
30, 2001 1,000,000 2,000 5,835 1,459 301,197 (346,147)
Contributed Capital
by shareholder - - - - 8,216 -
Net loss for the
year ended November
30, 2002 - - - - - (11,531)
--------- ------- ------ ------- -------- ---------
Balance, November
30, 2002 1,000,000 2,000 5,835 1,459 309,413 (357,678)
Capital contributed
by shareholder - - - - 2,466 -
Net loss for the year
ended November 30,
2003 - - - - - (7,737)
--------- ------- ----- ------- -------- ---------
Balance, November
30, 2003 1,000,000 $ 2,000 5,835 $ 1,459 $311,879 $(365,415)
Capital contributed
by shareholder
(unaudited) - - - - 3,626 -
Net loss for the six
months ended May 31,
2004 (unaudited) - - - - - (12,084)
--------- ------- ----- ------- -------- ---------
1,000,000 $ 2,000 5,835 $ 1,459 $315,505 $(377,499)
========= ======= ===== ======= ======== =========
The accompanying notes are an integral part of these financial statements.
5
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the May 12, 1987
Six Months Ended Through
May 31, May 31,
2004 2003 2004
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (12,084) $ (5,127) $ (377,499)
Adjustments to reconcile net
loss to net cash used by
operating activities
Issuance of stock for services - - 83,645
Write off of Assets - - 188,627
Changes in operating asset and
liability accounts:
Increase in accounts
payable 8,458 3,747 70,940
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Net Cash Used by Operating
Activities (3,626) (1,380) (34,287)
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CASH FLOWS FROM INVESTING ACTIVITIES - - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 7,142
Contributed capital 3,626 1,380 27,145
------------ -------- ----------
Net Cash Provided by Financing
Activities 3,626 1,380 34,287
------------ -------- ----------
NET DECREASE IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
------------ -------- ----------
CASH AT END OF PERIOD $ - $ - $ -
============ ======== ==========
Cash Payments For:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
NON-CASH INVESTING AND FINANCING
ACTIVITIES
Common stock issued for debt $ - $ - $ 12,400
Common stock issued for
services $ - $ - $ 83,645
The accompanying notes are an integral part of these financial statements.
6
PROCESS TECHNOLOGY SYSTEMS, INC
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2004 and November 30, 2003
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at May 31,
2004 and 2003 and for all periods presented 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 condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
November 30, 2003 audited financial statements. The results of
operation for periods ended May 31, 2004 and 2003 are not necessarily
indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable
to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However,
the Company does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It is
the intent of the Company to seek a merger with an existing, operating
company. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
7
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's
Board of Directors intends to examine various industries in which the Company
may conduct business operations, and then adopt a Business Plan detailing the
necessary capital and requirements to engage in that industry.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.
Item 3. Controls and Procedures.
Within 90 days prior to the date of this Quarterly Report and as of
the end of the quarterly period covered hereby, we carried out an evaluation,
under the supervision and with the participation of our President and
Secretary, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our President and
Secretary concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic reports that are filed with the Securities and
Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless
of how remote. In addition, we reviewed our internal controls, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-SB Registration Statement, as amended, filed with the
Securities and Exchange Commission on February 18, 2000.*
31.1 302 Certification of William A. Silvey
31.2 302 Certification of W. Scott Thompson
32 Section 906 Certification.
(b) Reports on Form 8-K.
None; not applicable.
*Incorporated herein by reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PROCESS TECHNOLOGY SYSTEMS, INC.
Date: 7/15/2004 By/s/William A. Silvey
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William A. Silvey, Jr., Director
and President
Date: 7/15/2004 By/s/W. Scott Thompson
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W. Scott Thompson, Director
Secretary