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 February 28, 2006
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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.
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(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
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 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 the past 90 days.
(1) Yes X No (2) Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
February 28, 2006
2,000,000
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
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DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes No X
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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)
Condensed Financial Statements
February 28, 2006
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Condensed Balance Sheet
February 28, 2006
(Unaudited)
ASSETS
February 28, November 30,
2006 2005
(Unaudited) (Audited)
Current Assets
Cash and cash equivalents $ - $ -
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Total Current Assets - -
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Total Assets $ - $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 85,115 $ 79,307
Due to stockholder 10,610 2,925
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Total Current Liabilities 95,725 82,232
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Total Liabilities 95,725 82,232
Stockholders' Deficit
Preferred stock: $.25 par value
Authorized 12,500,000
5,835 shares issued and outstanding 1,459 1,459
Common stock, $0.002 par value;
authorized 200,000,000 shares;
issued and outstanding 2,000,000 4,000 4,000
Additional paid in capital 327,260 327,260
Deficit accumulated during development stage (428,444) (414,951)
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Total Stockholders' Deficit (95,725) (82,232)
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Total Liabilities and Stockholders' Deficit $ - $ -
========= =========
See accompanying notes to the financial statements
1
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Condensed Statements of Operations
For the Three Months Ended February 28, 2006 and 2005 and from Inception
[May 12, 1987] through February 28, 2006
(Unaudited)
From
For the For the Inception on
Three Months Three Months May 12, 1987
Ended Ended Through
February 28, February 28, February 28,
2006 2005 2006
Revenues $ 0 $ 0 $ 0
Expenses
General and administrative 13,493 18,429 428,444
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Total Expenses 13,493 18,429 428,444
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Net Loss Before Income Taxes (13,493) (18,429) (428,444)
Provision for Income Taxes 0 0 0
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Net Loss (13,493) (18,429) (428,444)
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Loss Per Share $ (0.01) $ (0.01)
Weighted Average Shares Outstanding 2,000,000 1,000,000
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See accompanying notes to the financial statements
2
PROCESS TECHNOLOGY SYSTEMS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three Months Ended February 28, 2006 and 2005 and from inception
[May 12, 1987] through February 28, 2006
(Unaudited)
From
For the For the Inception on
Three Months Three Months May 12, 1987
Ended Ended Through
February 28, February 28, February 28,
2006 2005 2006
Cash Flows From Operating Activities
Net loss $ (13,493) $ (18,429) $ (428,444)
Adjustments to reconcile net
(loss) to net cash provided by
operating activities:
Write off of assets 188,627
Common stock issued for services 83,645
Increased in accounts payable 5,808 15,829 97,520
Expenses paid by Shareholders 7,685 2,600 10,610
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Net Cash From Operating
Activities - - (48,042)
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Cash Flows From Financing Activities
Common stock issued for cash - - 17,142
Contributed capital - - 30,900
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Net Cash From Financing
Activities - - 48,042
Net Increase (Decrease) in Cash - - -
Beginning Cash Balance - - -
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Ending Cash Balance $ - $ - $ -
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Supplemental Disclosure Information
Cash paid during year for
interest $ 0 $ 0 $ 0
Cash paid during year for
income taxes $ 0 $ 0 $ 0
Issued Common Stock for Debt $ 0 $ 0 $ 12,400
Issued Common Stock for
Services $ 0 $ 0 $ 83,645
See accompanying notes to the financial statements
3
PROCESS TECHNOLOGY SYSTEMS, INC
(A Development Stage Company)
Notes to Condensed Financial Statements
February 28, 2006
NOTE 1 BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit,
pursuant to the rules and regulations of the Security and Exchange
Commission. The interim financial statements reflect all adjustments
which, in the opinion of management, are necessary to present a fair
statement of the results for the period.
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
Annual Report on Form 10-KSB for the year ended November 30, 2005. The
results of operation for period ended February 28, 2006 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company does not have significant assets, nor has it established
operations and has accumulated losses since inception. These factors
raise substantial doubt about the Company's ability to continue as a
going concern. It is the intent of the Company to seek a merger with an
existing, well-capitalized operating company. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE 3 RELATED PARTY PAYABLES
A majority shareholder has paid expenses on behalf of the Company.
During the period, a shareholder paid $7,685 on behalf of the Company.
4
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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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.
As of the end of the period covered by this Quarterly Report, 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 effectively designed to ensure that information required to be disclosed
or filed by us is recorded, processed or summarized, with the time periods
specified in the rules and regulations of 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. Unregistered Sales of Equity Securities and Use of Proceeds.
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.
(a) Exhibits.
31.1 302 Certification of William A. Silvey
31.2 302 Certification of W. Scott Thompson
32 Section 906 Certification.
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: 4/14/2006 By/s/William A. Silvey
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William A. Silvey, Jr., Director
and President
Date: 4/14/2006 By/s/W. Scott Thompson
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W. Scott Thompson, Director
Secretary
Date: 4/14/2006 By/s/Bud Najvar
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Bud Najvar, Director