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, 2002
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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
June 30, 2002: 5,000,000.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Balance Sheets
June 30, December 31,
2002 2001
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Assets
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Current assets $ - $ -
-------- ---------
Total current assets - -
Other assets - -
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$ - $ -
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities -
Accrued state taxes payable $ 10 $ -
-------- ---------
Total current liabilities 10 -
Payable to stockholder 37,039 26,421
Stockholders' equity:
Preferred stock; $.0001 par value; authorized 20,000,000
shares
Common stock; $.0001 par value; authorized
100,000,000 shares; issued and outstanding 5,000,000
shares 500 500
Deficit accumulated during the development stage (37,549) (26,921)
-------- ---------
Total stockholders' equity (37,049) (26,421)
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$ - $ -
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See accompanying notes
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Statements of Operations
Cumulative
activity during
development
stage
June 2, 2000
Three months Six months (inception)
ended June 30 ended June 30 through
----------------------- ------------------------
2002 2001 2002 2001 June 30, 2002
---------- ----------- ----------- ---------- ---------------
Operating expenses $ 8,938 $ 15,799 $ 10,618 $ 15,799 $ 37,539
-------- --------- --------- -------- ---------
Net loss from operations (8,938) (15,799) (10,618) (15,799) (37,539)
Provision for income taxes
- - State of Oregon - - 10 - 10
-------- --------- --------- -------- ---------
Net loss $ (8,938) $ (15,799) $ (10,628) $ (15,799) $ (37,549)
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Net loss per common share $ (.007) $ (.013) $ (.004) $ (.006) $ (.004)
======== ========= ========= ======== =========
See accompanying notes
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
Cumulative
activity during
development
stage
June 2, 2000
Three months Six months (inception)
ended June 30 ended June 30 through
----------------------- ------------------------
2002 2001 2002 2001 June 30, 2002
---------- ----------- ----------- ---------- ---------------
Cash flows from operating
activities:
Net loss $ (8,938) $ (15,799) $ (10,628) $ (15,799) $ (37,549)
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Shares issued in exchange
for services - - - - 500
Increase in accrued state
income taxes - - 10 - 10
-------- --------- --------- -------- ---------
(8,938) (15,799) (10,618) (15,799) (37,039)
Cash flows from financing
activities -
Expenses paid by
stockholder on behalf of
Company 8,938 15,799 10,618 15,799 37,039
-------- --------- --------- -------- ---------
37,039
Net change in cash $ - $ - $ - $ - $ -
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Supplemental schedule of
noncash financing activities -
Common stock issued in
exchange for services $ - $ - $ - $ - $ 500
======== ========= ========= ======== =========
See accompanying notes
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
June 30, 2002
1. Summary of Significant Accounting Policies
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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, 2002 and 2001 and for the three 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 and six months ended June 30, 2002 and 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.
BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
June 30, 2002
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 1,246,575 for the
three months ended June 30, 2002 and 2001; 2,479,452 for the six months
ended June 30, 2002 and 2001; and 10,383,562 for the cumulative period
from June 2, 2000 (inception) through June 30, 2002.
2. Transactions with Stockholder
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The Company's operating expenses for the three and six months ended
June 30, 2002 and substantially all of the operating expenses for the
period from June 2, 2000 (inception) through June 30, 2002 consisting
principally of professional services, were paid for by a stockholder.
The Board of Directors of the Company has agreed to reimburse this
individual for expenses he paid without interest. This individual has
agreed not to demand repayment until cash is available from a merger,
capital stock exchange, asset acquisition, or other business
combination, or from 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.
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
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Three months ended June 30, 2002 compared to the three months ended June 30,
2001; six months ended June 30, 2002 compared to the six months ended June 30,
2001; and the period from June 2, 2000 (inception) through June 30, 2002:
Since inception, the Company has not commenced any formal business
operations. All activities since inception have been devoted toward identifying
business combination opportunities and compliance with U.S. Securities and
Exchange Commission Rules and Regulations. Operating expenses of $8,938 incurred
during the three months ended June 30, 2002; $10,618 incurred during the six
months ended June 30, 2002; and $37,039 incurred during the period from June 2,
2000 (inception) through June 30, 2002 resulted from expenses for regulatory
compliance. The remaining $500 of operating expenses incurred in the period from
June 2, 2000 (inception) through June 30, 2002 resulted from expenses for
incorporation.
Revenues:
- --------
The Company had no revenues for the three months ended June 30, 2002
and 2001; for the six months ended June 30, 2002 and 2001; or for the period
from June 2, 2000 (inception) through June 30, 2002.
Operating expenses:
- ------------------
Operating expenses for the three months ended June 30, 2002 decreased
$6,861 compared to the three months ended June 30, 2001 due to a decrease in
professional fees. Operating expenses for the six months ended June 30, 2002
decreased $5,171 compared to the six months ended June 30, 2001 also due to a
decrease in professional fees.
Operating expenses of $8,938 for the three months ended June 30, 2002;
$10,618 for the six months ended June 30, 2002; and $37,039 for the period from
June 2, 2000 (inception) through June 30, 2002 resulted from expenses for
regulatory compliance purposes. The remaining $500 of operating expenses
reported in the period from June 2, 2000 (inception) through June 30, 2002
resulted from expenses for incorporation.
FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------------------------
The Company had no assets as of June 30, 2002 or December 31, 2001.
Liabilities as of June 30, 2002 consisted of $37,039 and as of December
31, 2001 of $26,421 of payables to a stockholder who paid regulatory compliance
expenses on behalf of the Company. The Board of Directors of the Company has
agreed to reimburse this stockholder without interest. This individual has
agreed not to demand repayment until cash is available from a merger, capital
stock exchange, asset acquisition, or other business combination, or from
operations.
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. filed as an exhibit to the Company's report on
Form 10-SB filed on August 21, 2001 and incorporated
herein by reference.
(b) 8-K Reports
No reports were made on Form 8-K during thw quarter.
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 13, 2002 By:/s/DANIEL M. SMITH
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Daniel M. Smith, President