U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended June 30, 2001
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from to
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BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-31451
Delaware 23-3048624
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification Number)
32700 N.E. Lesley Rd.
Newberg, OR 97132
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(Address of principal executive offices, including zip code)
(503) 538-3710
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(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and 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. Yes [ ] No [X]
The number of shares of the registrant's common stock, $0.0001 par value, as of
May 31, 2001: 5,000,000.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Balance Sheets
June 30, December 31,
2001 2000
--------- ------------
Assets
Current assets $ - $ -
------ -------
Total current assets - -
Other assets - -
------ -------
$ - $ -
====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ - $ -
------ -------
Total current liabilities - -
Payable to stockholder 15,799 -
Stockholders' equity:
Preferred stock; $.0001 par value; authorized 20,000,000
shares - -
Common stock; $.0001 par value; authorized 100,000,000
shares; issued and outstanding 5,000,000 shares 500 500
Deficit accumulated during the development stage (16,299) (500)
------ -------
Total stockholders' equity (15,799) -
------ -------
$ - $ -
====== =======
See accompanying notes.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Statements of Operations
Cumulative
activity during
Period from development
June 2, 2000 stage
(inception) June 2, 2000
Three months Six months through (inception)
ended ended December through
June 30, 2001 June 30, 2001 31, 2000 June 30, 2001
------------------ ------------- ----------------- -------------
Operating expenses $ 15,799 $ 15,799 $ 500 $ 16,299
-------- --------- ------ ----------
Loss from operations (15,799) (15,799) (500) (16,299)
Provision for income taxes - - - -
-------- --------- ------ ----------
Net loss $ (15,799) $ (15,799) $ (500) $ (16,299)
========= ========= ====== ==========
Net loss per common share $ (.0032) $ (.0032) $ (.0001) $ (.0033)
========= ========= ====== ======
See accompanying notes.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Statements of Changes in Stockholders' Equity
June 2, 2000 (inception) through June 30, 2001
Deficit
accumulated
Preferred stock Common stock during the Total
------------------------ ------------------------- development stockholders'
shares amount shares amount stage equity
----------- ----------- ------------ ----------- ---------------- ---------------
Shares issued in
exchange for services - $ - 5,000,000 $ 500 $ - $ 500
Net loss - - - - (500) (500)
---- ---- ------------ ---- ------ ------
Balance at December 31,
2000 - - 5,000,000 500 (500) (500)
Net loss - - - - (15,799) (15,799)
---- ---- ------------ ---- ------- -------
Balance at March 31, 2001 - $ - 5,000,000 $ 500 $(16,299) $(15,799)
==== ==== ---========= ==== ======= =======
See accompanying notes.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
Cumulative
activity during
Period from development
June 2, 2000 stage
(inception) June 2, 2000
Three months Six months through (inception)
ended ended December through
June 30, 2001 June 30, 2001 31, 2000 June 30, 2001
---------------- ---------------- ----------------- -------------
Cash flows from
operating activities:
Net loss $ (15,799) $ (15,799) $ (500) $ (16,299)
Adjustment to reconcile net
loss to net cash provided by
operating activities-
Shares issued in exchange for
services - - 500 500
Increase in payable to
stockholder 15,799 15,799 - 15,799
-------- --------- ------ ---------
Net change in cash $ - $ - $ - $ -
======== ========= ====== =========
Supplemental schedule of noncash
financing activities - common
stock issued in exchange for
services $ - $ - $ 500 $ 500
======== ========= ====== =========
See accompanying notes.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
June 30, 2001
1. Summary of Significant Accounting Policies
------------------------------------------
Company: Breakthrough Technology Partners I, Inc. (the "Company"), was
incorporated in the State of Delaware on June 2, 2000 to serve as a
vehicle to affect a merger, exchange capital stock, participate in an
asset acquisition, or any other business combination with a domestic or
foreign private business.
Development stage enterprise: Since inception, the Company has not
commenced any formal business operations. The Company is considered to
be in the development stage and therefore has adopted the accounting
and reporting standards of Statement of Financial Accounting Standards
No. 7, "Accounting and Reporting by Development Stage Enterprises".
Interim reporting: The Company's year-end for accounting and tax
purposes is December 31. In the opinion of Management, the accompanying
financial statements as of June 30, 2001 and for the three months and
six months then ended contain all adjustments, consisting of only
normal recurring adjustments, except as noted elsewhere in the notes to
the financial statements, necessary to present fairly its financial
position, results of its operations and cash flows. The results of
operations for the three months and six months ended June 30, 2001 are
not necessarily indicative of the results to be expected for the full
year.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash equivalents: For purposes of the statement of cash flows, cash
equivalents include all highly liquid investments purchased with
original maturities of three months or less.
Income taxes: The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). Under SFAS 109, Income taxes are provided on the
liability method whereby deferred tax assets and liabilities are
recognized for the expected tax consequences of temporary differences
between the tax bases and reported amounts of assets and liabilities.
Deferred tax assets and liabilities are computed using enacted tax
rates expected to apply to taxable income in the periods in which
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities from a change in tax
rates is recognized in income in the period that includes the enactment
date. The Company provides a valuation allowance for certain deferred
tax assets, if it is more likely than not that the Company will not
realize tax assets through future operations.
1. Summary of Significant Accounting Policies (continued)
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Net loss per share: Net loss per share is computed by dividing net loss
by the weighted average number of shares outstanding during the period.
The weighted average number of shares outstanding was 5,000,000 for the
three months ended March 31, 2001, for the period from June 2, 2000
(inception) through December 31, 2000 and for the cumulative period
from June 2, 2000 (inception) through March 31, 2001.
2. Transactions with Stockholder
-----------------------------
The Company's operating expenses for the three months ended June 30,
2001, consisting principally of professional services, were paid for by
a stockholder. This individual has agreed not to demand repayment until
cash is available from a merger, capital stock exchange, asset
acquisition, other business combination, or operations.
3. Preferred Stock
---------------
The Company's preferred stock may be voting or have other rights and
preferences as determined from time to time by the Board of Directors.
4. Common Stock
------------
On June 2, 2000, the Company issued 5,000,000 shares of its common
stock to Dotcom Internet Ventures, Ltd. in exchange for incorporation
services. Management of the Company valued the share grants at $.00001
per share. The Company recorded operating expense totaling $500 during
the period from June 2, 2000 (inception) through December 31, 2000 as a
result of these grants.
5. Income Taxes
------------
Deferred income taxes consisted of the following:
June 30, December 31,
2001 2000
--------- ------------
Deferred tax assets - net operating loss carryovers $ 6,100 $ -
Valuation allowance for deferred tax assets (6,100) -
-------- ---------
Net deferred income taxes $ - $ -
======== =========
5. Income Taxes (continued)
-----------------------
Reconciliation of income taxes computed at the Federal statutory rate
of 34% to the provision for income taxes is as follows:
Cumulative
activity during
Period from development
June 2, 2000 stage
(inception) June 2, 2000
Three months Six months through (inception)
ended ended December through
June 30, 2001 June 30, 2001 31, 2000 June 30, 2001
------------------ ------------------ ----------------- -----------------
Tax at statutory rates $ (5,372) $ (5,372) $ (170) $ (5,542)
Differences
resulting from:
State tax, net of
Federal tax benefit (688) (688) - (688)
Non-deductible and
other items (40) (40) 170 130
Change in deferred tax
valuation
allowance 6,100 6,100 - 6,100
------- ------- ----- --------
Provision for income
taxes $ - $ - $ - $ -
======= ======= ===== ========
Item 2 Management's Discussion And Analysis of Financial Condition
And Results of Operations
Management's discussion and analysis should be read in conjunction with
the financial statements and the notes thereto.
RESULTS OF OPERATIONS
- ---------------------
Six months ended June 30, 2001 compared to the period from June 2, 2000
- -----------------------------------------------------------------------
(inception) through December 31, 2000:
- -------------------------------------
Since inception, the Company has not commenced any formal business
operations and has had no net income for the six months ended June 30, 2001. All
activities during the six months ended June 30, 2001 have been devoted toward
identifying business combination opportunities. Net loss for the period from
June 2, 2000 (inception) through December 31, 2000 resulted from expenses for
organization costs.
Revenues:
- --------
The Company had no revenues for the six months ended June 30, 2001 or
for the period from June 2, 2000 (inception) through December 31, 2000.
Operating expenses:
- ------------------
Operating expenses for the six months ended June 30, 2001 increased
$15,299 compared to the period from June 2, 2000 (inception) through December
31, 2000. Operating expenses for the period from June 2, 2000 (inception)
through December 31, 2000 resulted from expenses for organization costs.
Operating expenses for the six months ended June 30, 2001 resulted from expenses
for professional fees.
FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------------------------
The Company had no assets as of June 30, 2001 and December 31, 2000.
The Company had no liabilities as of December 31, 2000. Liabilities as
of June 30, 2001 consisted of payables to a stockholder for operating expenses
this individual paid on behalf of the Company.
Part II
Other Information
Item 1. Legal Proceedings
The Company is not the subject of any legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
There have been no changes or modifications in the Company's
securities.
Item 3. Defaults Upon Senior Securities
There has been no default upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders
during the quarterly period covered by this report.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation filed as an exhibit to
the Company's registration statement on Form 10-SB
filed on September 5, 2000 and incorporated herein by
reference.
3.2 Bylaws filed as an exhibit to the Company's
registration statement on Form 10-SB filed on
September 5, 2000 and incorporated herein by
reference.
3.3 Specimen Stock Certificate filed as an exhibit to the
Company's registration statement on Form 10-SB filed
on September 5, 2000 and incorporated herein by
reference.
10.1 Stock Purchase Agreement dated March 19, 2001 between
Daniel M. Smith Joy E. Livingston, Dotcom Internet
Ventures Ltd. and Breakthrough Technology Partners I,
Inc.
(b) 8-K Reports
On March 28, 2001, the Company filed a report on Form 8-K
describing the change in control resulting from the Stock Purchase Agreement
attached hereto as Exhibit 10.1.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
Date: August 20, 2001 By:/s/DANIEL M. SMITH
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Daniel M. Smith, President