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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Utah Clay Technology, Inc.
(Exact name of registrant as specified in its charter)
Utah 333-34308 87-0520575
---------- ------------- --------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
3985 South 2000 East
Salt Lake City, UT 84124
801-424-0223
____________________________________________________
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ___
As of August 9, 2002, there were 31,241,801 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes ___ No X
1
Item 1. Financial Statements
2
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
BALANCE SHEET
June 30, 2002
(Unaudited)
ASSETS
--------
CURRENT ASSETS:
Cash & cash equivalent $ -
------------
PROPERTY AND EQUIPMENT
Laboratory Equipment 2,484
Machine Design & Configuration 128,000
------------
Total Properties & Equipment 130,484
------------
$ 130,484
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
---------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 83,609
Accrued expenses 372,005
Advances payable-officers and directors 420,428
Notes payable-related parties 158,093
Notes payable 48,687
------------
Total current liabilities 1,082,822
CONVERTIBLE DEBENTURE 195,000
------------
Total liabilities 1,277,822
STOCKHOLDERS' DEFICIT
Preferred stock, par value
$0.001;10,000,000 shares authorized;
84,817 shares issued and outstanding 85
Common stock, par value
$0.001;100,000,000 shares authorized;
31,241,801 shares issued and outstanding 31,242
Additional paid-in capital 2,601,155
Stock subscription receivable (59,880)
Shares issued for prepaid consulting fees (16,500)
Deficit accumulated from inception (3,703,440)
------------
Total stockholders' deficit (1,147,338)
------------
$ 130,484
============
The accompanying notes are an integral part of these financial statements.
3
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
AND CUMULATIVE FROM INCEPTION (MARCH 1, 1994) TO JUNE 30, 2002
(Unaudited)
Cumulative
Three month period Six month period from Inception
ended June 30, ended June 30, (March 1, 1994)
2002 2001 2002 2001 to June 30, 2002
---------- ----------- ---------- ------------ ----------
Net revenues $ - $ - $ - $ - $ -
Expenses:
Mineral lease rentals 29,080 15,150 47,882 43,462 571,580
General and administrative 82,017 4,931 372,473 148,542 3,130,746
---------- ----------- ---------- ------------ ----------
Loss before income taxes (111,097) (20,081) (420,355) (192,004) (3,702,326)
Income taxes 25 25 50 50 1,114
---------- ----------- ---------- ------------ ----------
Net Loss $ (111,122) $ (20,106) $ (420,405) $ (192,054) $ (3,703,440)
========== =========== ========== ============ ==========
Basic and diluted loss
per common share $ (0.004) $ (0.001) $ (0.014) $ (0.007)
========== =========== ========== ============
Basic and diluted weighted
average number of
common shares outstanding 31,241,801 27,570,835 30,958,009 26,662,156
========== =========== ========== ============
*Weighted average number of shares used to compute basic and diluted loss per share is
the same since the effect of dilutive securities is antidilutive.
The accompanying notes are an integral part of these financial statements.
4
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
Cumulative
From Inception
(March 1, 1994) to
2002 2001 June 30, 2002
------------- ------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (420,405) $ (192,054) $ (3,703,440)
Adjustments to reconcile net loss to net cash used in
operating activities:
Issuance of common stock for services 111,193 100,700 1,182,984
Decrease (increase) in receivable 350 - 0
Decrease in prepaid expenses 33,000 - 33,000
Increase in accounts payable & accrued expense 163,123 27,404 603,814
------------- ------------- ------------------
Total Adjustments 307,666 128,104 1,819,798
------------- ------------- ------------------
Net cash used in operating activities (112,739) (63,950) (1,883,642)
CASH FLOWS FROM INVESTING ACTIVITIES
Mining leases - 15,432 17,740
Machine design & configuration - - (130,484)
------------- ------------- ------------------
Net cash provided by (used in) investing activities - 15,432 (112,744)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances by officers/directors - 60,597 1,074,463
Proceeds from notes payable & debenture 28,180 (10,855) 401,780
Issuance of shares - - 520,143
------------- ------------- ------------------
Net cash provided by financing activities 28,180 49,742 1,996,386
Net increase (decrease) in cash & cash equivalents (84,559) 1,224 -
CASH & CASH EQUIVALENTS, BEGINNING BALANCE 84,559 - -
------------- ------------- ------------------
CASH & CASH EQUIVALENTS, ENDING BALANCE $ - $ 1,224 $ -
============= ============= ==================
The accompanying notes are an integral part of these financial statements.
5
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
Note 1- Organization and basis of presentation
Organization and nature of operations
Utah Clay Technology, Inc. (the "Company"), a Utah corporation, was
incorporated on March 1, 1994. The planned operations of the Company are to
engage in mining, processing and marketing of minerals. For the period from
inception (March 1, 1994) to June 30, 2002, the Company had no revenues. The
Company is classified as an exploration stage company because its principal
activities involve obtaining the capital necessary to execute its strategic
business plan.
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.
Income taxes
Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted laws and rates applicable to the periods in which the
differences are expected to affect taxable income (loss). Valuation allowance
is established when necessary to reduce deferred tax assets to the amount
expected to be realized.
Basic and diluted net loss per share
Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No.
128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss
per share for all periods presented has been restated to reflect the adoption
of SFAS No. 128. Basic net loss per share is based upon the weighted average
number of common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, options and warrants are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period.
Issuance of shares for services
Valuation of shares for services is based on the fair market value of services.
Fair value of financial instruments
Statement of financial accounting standard No. 107, Disclosures about fair
value of financial instruments, requires that the company disclose estimated
fair values of financial instruments. The carrying amounts reported in the
statements of financial position for current assets and current liabilities
qualifying, as financial instruments are a reasonable estimate of fair value.
6
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
Basis of preparation
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. The audited
financial statements for the two years ended December 31, 2001 and 2000 was
filed on March 7, 2002 with the Securities and Exchange Commission and is
hereby referenced. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for
the six-month period ended June 30, 2002 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2002.
Note 2 - Recent pronouncements
On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill,
and intangible assets.
SFAS No. 141 establishes new standards for accounting and reporting
requirements for business combinations and will require that the purchase
method of accounting be used for all business combinations initiated after
June 30, 2001. Use of the pooling-of-interests method will be prohibited. This
statement is effective for business combinations completed after June 30, 2001.
SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets
with a determinable useful life will continue to be amortized over that period.
This statement became effective January 1, 2002.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations". SFAS 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement is effective
for financial statements issued for fiscal years beginning after June 15, 2002.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business.
The adoption of above pronouncements did not materially impact the Company's
financial position or results of operations.
7
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
Note 3- An exploration stage company
An exploration stage company is one for which principal operations of mining
have not commenced or principal operations have generated an insignificant
amount of revenue. Management of an exploration stage company devotes most of
its activities in conducting exploratory mining operations. Operating losses
have been incurred through June 30, 2002, and the Company continues to use,
rather than provide, working capital in this operation. Although management
believes that it is pursuing a course of action that will provide successful
future operations, the outcome of these matters is uncertain.
Note 4- Going Concern
The company's financial statements have been presented on the basis that it is
a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The company incurred a net
loss of $3,703,440 for the period from inception (March 1, 1994) to June 30,
2002. The company's total liabilities exceeded its total assets by $1,147,338
as of June 30, 2002. These factors, as well as the uncertain conditions that
the company faces in its day-to-day operations, create an uncertainty as to the
company's ability to continue as a going concern. The financial statements do
not include any adjustments that might be necessary should the company be
unable to continue as a going concern. The company plans to finance the
continued operations for the next year through private funding and funding
from officers of the company.
Note 5- Convertible Debenture
On November 30, 2001, the Company issued $100,000 worth of 5%, 3-Year Term,
Convertible Debentures (the "Debentures") and on December 28, 2001, the Company
issued an additional $95,000 worth of the Debentures.
The Debentures shall pay five percent (5%) cumulative interest, in cash or in
shares of common stock, par value $.001 per share, of the Company ("Common
Stock"), at the Company's option, at the time of each conversion. The Company
shall pay interest on the unpaid principal amount of this Debenture (the
"Debenture") at the time of each conversion until the principal amount hereof
is paid in full or has been converted. If the interest is to be paid in cash,
the Company shall make such payment within five (5) business days of the date
of conversion. If the interest is to be paid in Common Stock, said Common
Stock shall be delivered to the Holder, or per Holder's instructions, within
five (5) business days of the date of conversion. The Debentures are subject
to automatic conversion at the end of three (3) years from the date of
issuance at which time all Debentures outstanding will be automatically
converted based upon the formula set forth in the agreement.
The principal amount of this Debenture is secured by shares pledged as
collateral pursuant to the terms of a Security Agreement. This Debenture is a
full recourse loan being made by the Holder and the Company is liable for any
deficiency.
(a) The Holder of this Debenture shall have the right to convert it into shares
of Common Stock at any time and from time to time at the earlier of (i) ninety
(90) calendar days after the Closing Date (November 30, 2001) or after the
effective date of the registration statement. The number of shares of Common
Stock issuable upon the conversion of this Debenture is determined pursuant to
paragraph (d) below.
(b) Less than all of the principal amount of this Debenture may be converted
into Common Stock if the portion converted is $5,000 or a whole multiple of
$5,000 and the provisions of the debenture agreement that apply to the
conversion of all of the Debenture shall also apply to the conversion of a
portion of it.
(c) In the event all or any portion of this Debenture remains outstanding on
the Maturity Date, the unconverted portion of such Debenture will automatically
be converted into shares of Common Stock on such date.
8
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
(d) Should the Holder exercise his right of conversion, the conversion is the
lesser of (i) 120% of the closing bid price (as reported by Bloomberg) on the
Closing Date or (ii) 75% of the average of the three (3) lowest closing bid
prices (as reported by Bloomberg) during the ten (10) trading days immediately
prior to the Conversion Date, each being referred to as the "Conversion
Price". No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded up
or down, as the case may be, to the nearest whole share.
(e) The Company shall at all times reserve (or make alternative written
arrangements for reservation or contribution of shares) and have available all
Common Stock necessary to meet conversion of the Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder
submits a Notice of Conversion and the Company does not have sufficient
authorized but unissued shares of Common Stock (or alternative shares of
Common Stock as may be contributed by Stockholders) available to effect, in
full, a conversion of the Debentures (a "Conversion Default", the date of
such default being referred to herein as the "Conversion Default Date"), the
Company shall issue to the Holder all of the shares of Common Stock which are
available, and the Notice of Conversion as to any Debentures requested to be
converted but not converted (the "Unconverted Debentures"), may be deemed null
and void upon written notice sent by the Holder to the Company.
(f) If, by the fifth (5th) business day after the Conversion Date of any
portion of the Debentures to be converted (the "Delivery Date"), the transfer
agent fails for any reason to deliver the Common Stock upon conversion by the
Holder and after such Delivery Date, the Holder purchases, in an open market
transaction or otherwise, shares of Common Stock (the "Covering Shares") solely
in order to make delivery in satisfaction of a sale of Common Stock by the
Holder (the "Sold Shares"), which delivery such Holder anticipated to make
using the Common Stock issuable upon conversion (a "Buy-In"), the Company shall
pay to the Holder, in addition to any other amounts due to Holder pursuant to
this Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as
defined below). The "Buy In Adjustment Amount" is the amount equal to the
excess, if any, of (x) the Holder's total purchase price (including brokerage
commissions, if any) for the Covering Shares over (y) the net proceeds (after
brokerage commissions, if any) received by the Holder from the sale of the
Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder
in immediately available funds within five (5) business days of written demand
by the Holder.
(g) The Company shall be entitled to redeem the unconverted portion of the
Debentures by giving the Holder at least ten (10) calendar days written
notice. If the redemption is to occur after the Holder's right of conversion
has vested, the Holder shall be entitled to convert the balance of the
Debentures not being converted at anytime prior to the date of redemption.
The redemption amount shall be 125% of the principal amount being redeemed,
plus an additional 1% for each 30 day period after the 90th calendar day
following the Closing Date.
In consideration of Dennis S. Engh, Daniel H. Engh and Thomas F. Harrison, all
officers of the Company, ("Pledgers") depositing an aggregate of 12 million
shares of their holdings of Common Stock of UTCL pursuant to a Security
Agreement, which shares are to serve as security for the Company's performance
under this Agreement which provides for the issuance of up to $200,000 in
Three-Year, 5%, Convertible Debentures, the Company granted options to each of
the Pledgers to purchase, at $0.09 a share, that number of shares of Common
Stock of the Company that may be needed to replace any of such Pledger's 12
million shares that may be sold by the pledgees of the Security Agreement
pursuant to its terms.
9
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
Note 6- Stockholders' equity
The Company issued 3,021,548 shares of common stock for services amounting
$111,193 in the period ended June 30, 2002.
Note 7- Reclassification
Certain prior period amounts have been reclassified to conform to the period
ended June 30, 2002 presentation.
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto and is qualified
in its entirety by the foregoing and by more detailed financial information
appearing elsewhere. See "Item 1. Financial Statements."
Plan of Operations for the Next Twelve Months
During the next twelve months we propose to re-analyze the seven core
holes that were drilled on the White Mountain property by Buena Vista Mining
in 1992. This analysis will cover the brightness, alteration minerals,
percent of alteration and color along with other tests. Then, subject to the
availability of approximately $500,000, which we hope to obtain from our
Equity Line of Credit financing, we will conduct a new drilling program. Our
plan provides that holes will be drilled on 200-foot spacing to define the
areas of greatest shallow, high brightness kaolinite. The drilling will
commence outward from the test pit where a previous hole encountered 136 feet
of white kaolin. The next phase of drilling will concentrate on the highest
potential areas found in the first holes. The spacing will be 100 feet. The
holes will be drilled to 150 feet. The drilling will produce cores. Samples
from these cores will be tested for brightness, color, specific gravity,
chemical composition and contaminates. The goal of this drilling and analysis
of the cores is to establish the presence of mineralized material. We will
then combine this information with the requirements of industry standards,
prices of marketable kaolin and recovery costs to determine the degree of
legal and economic feasibility of further activities.
Should this determination be favorable for further activities, we will
seek the funds to construct a processing facility. The engineering and
design work that has been completed thus far indicates that we will need
approximately $20 million to construct a processing facility. We will pursue
a loan backed by the U.S. Department of Agriculture that would include 80
percent of the construction costs of such a facility. In order to qualify for
such a loan, we will have to demonstrate that we have, or will have, 20 percent
of the cost of the processing facility, which 20 percent would be
approximately $4 million. In an effort to obtain such funds, we entered into
the Equity Line of Credit agreement described earlier in this prospectus.
We estimate it will take approximately one year after the funds are
committed to the facility to complete its design and construction and to make
it operational. Only then would we first obtain revenues for our company.
Oro Blanco.
A drilling and testing program similar to that planned for White Mountain
is contemplated. There was an indication from the previous program that a
promising trend of kaolin continues to the east past where the previous
drilling program stopped. This trend will be explored in the new drilling
program.
11
Koosharem, Kimberly and Topaz Claims. We have no present proposed program
of exploration on these properties that are subject to our options to acquire.
They are without known reserves.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed, by incorporation by reference, as part
of this Form 10-QSB:
Exhibit
Number Description of Exhibit
- ------- ----------------------
3(i) - Articles of Incorporation of Utah Clay Technology, Inc. and
amendments thereto.*
3(i).1 - Amended Articles of Incorporation of Utah Clay Technology,
Inc.***
3(ii) - Bylaws of Utah Clay Technology, Inc.*
10 - 2000 Stock Option Plan.*
10.1 - White Mountain mining lease, consisting of Amendment Agreement
of November 9, 1992; Mining Lease dated March 1, 1994; Addendum
to Mining Lease dated March 15, 2000; and Addendum to Mining
Lease dated March 27, 2000.*
10.2 - Oro Blanco mining lease, consisting of Mining Lease dated
December 31, 1999.*
10. 3 - Kimberly claims: Mining Lease Agreement (Fullmer-Engh), dated
June 19, 1993; Addendum to Fullmer-Engh Mining Lease, dated
March 15, 2000; Option (Engh-Kaolin of the West)to Enter Into
Mining Lease, dated September 30, 1996; Option (Kaolin of the
West-Utah Clay) to Enter Into Mining Lease, dated September 30,
1996, to which is attached an unexecuted Mining Lease; Addendum
to Engh-Kaolin of the West Option to Enter Into Mining Lease,
dated March 27, 2000; and Addendum to Kaolin of the West-Utah
Clay Option to Enter Into Mining Lease dated March 27, 2000.*
10.4 - Koosharem claims: Mining Lease Agreement (Fullmer-Engh), dated
June 19, 1993; Addendum to Fullmer-Engh Mining Lease, dated
March 15, 2000; Option (Engh-Kaolin of the West)to Enter Into
Mining Lease, dated September 30, 1996; Option (Kaolin of the
West-Utah Clay) to Enter Into Mining Lease, dated September 30,
1996, to which is attached an unexecuted Mining Lease; Addendum
to Engh-Kaolin of the West Option to Enter Into Mining Lease,
dated March 27, 2000; and Addendum to Kaolin of the West-Utah
Clay Option to Enter Into Mining Lease dated March 27, 2000.*
10.5 - Topaz claims: Mining Lease Agreement (Fullmer-Engh), dated June
19, 1993; Addendum to Fullmer-Engh Mining Lease, dated March
15, 2000; Option (Engh-Kaolin of the West)to Enter Into Mining
Lease, dated September 30, 1996; Option (Kaolin of the
West-Utah Clay) to Enter Into Mining Lease, dated September 30,
1996, to which is attached an unexecuted Mining Lease; Addendum
to Engh-Kaolin of the West Option to Enter Into Mining Lease,
dated March 27, 2000; and Addendum to Kaolin of the West-Utah
Clay Option to Enter Into Mining Lease dated March 27, 2000.*
12
10.6 - Agreement between Utah Clay Technology, Inc. and ISG Resources,
Inc. dated November 30, 1999 and extensions dated February 10,
2000 and June 15, 2000.**
10.7 - Agreements between Utah Clay Technology, Inc. and Precision
System Engineering dated June 14, 1999 and November 16, 1999.**
10.8 - Small Miner's Permit for White Mountain lease issued by Bureau
of Land Management and Utah State Division of Oil, Gas and
Mining.**
10.9 - Subscription Agreement of November 30, 2001 between Utah Clay
Technology, Inc. and the Purchasers of $200,000 of Convertible
Debentures of Utah Clay Technology, Inc.****
10.10 - Form of Debenture of the convertible debentures described in
Exhibit 10.9.****
10.11 - Security Agreement (Stock Pledge) of November 30, 2001 between
Dennis S. Engh, Daniel Engh, Thomas Harrison (as Pledgors) and
the Purchasers of the convertible debentures described in
Exhibit 10.9.****
10.12 - Registration Rights Agreement of November 30, 2001 between Utah
Clay Technology, Inc. and the Purchasers of the convertible
debentures described in Exhibit 10.9.****
10.13 - Investment Agreement (Equity Line Financing) of November 30,
2001 between Utah Clay Technology, Inc. and the Investors bound
by the equity line financing.****
10.14 - Registration Rights Agreement of November 30, 2001 between Utah
Clay Technology, Inc. and the Investors described in Exhibit
10.13.****
10.15 - Escrow Agreement of November 30, 2001 among First Union
National Bank of New York, New York; Utah Clay Technology,
Inc.; and May Davis Group, Inc.****
*Previously filed with Amendment No. 1 to Form SB-2 Commission file number
333-34308; incorporated herein.
**Previously filed with Amendment No. 2 to Form SB-2 Commission file number
333-34308; incorporated herein.
***Previously filed with Form 10-QSB Current Report for the Period Ended
September 30, 2001 Commission file number 333-34308; incorporated herein.
****Previously filed with Form SB-2, Commission file number 333-76110;
incorporated herein
13
(b) Forms 8-K
None
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 13, 2002 Utah Clay Technology, Inc.
By /s/ Dennis Engh
--------------------------
Dennis Engh, President
14
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report of Utah Clay
Technology, Inc., (the "Company") on Form 10-QSB for the period ended June
30, 2002 (the "Report"), I, Dennis Engh, Chief Executive Officer of the
Company, hereby certify that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Dennis Engh
Dated: August 13, 2002 -----------------------
Dennis Engh
Chairman and Chief Executive Officer
The above certification is furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as
part of the Form 10-Q or as a separate disclosure document.
15
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report of Utah Clay
Technology, Inc., (the "Company") on Form 10-QSB for the period ended June
30, 2002 (the "Report"), I, Thomas F. Harrison, Chief Financial Officer of the
Company, hereby certify that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Thomas F. Harrison
Dated: August 13, 2002 ------------------------------
Thomas F. Harrison
Chief Financial Officer
The above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of
the Form 10-Q or as a separate disclosure document.
16