UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2001
--------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _________________
Commission file number 0-27635
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BASIC TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1446622
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1026 WEST MAIN STREET, SUITE 104, LEWISVILLE, TEXAS 75067
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(Address of principal executive offices)
972-436-3789
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(Issuer's telephone number)
1026 WEST MAIN STREET, SUITE 208, LEWISVILLE, TEXAS 75067
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(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section l2, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ] NOT APPLICABLE
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: 7,807,607 common stock
as of March 31, 2001.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
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 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 [ ]
BASIC TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION...........................................3
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2001 and March 31, 2000 (Unaudited)..................F1
Consolidated Statements of Income (Loss)
Nine Months Ended March 31, 2001 and
March 31, 2000 (Unaudited).....................................F3
Consolidated Statements of Changes in
Stockholders' Equity (Deficit) (Unaudited).....................F4
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2001 and
March 31, 2000 (Unaudited).....................................F5
Notes & Schedules to Consolidated Financial statements
(Unaudited).....................................................F7
Item 2. Management's Discussion and Analysis or Plan of Operation
(a) Plan of Operation For The Next Twelve Months....................3
(b) Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................7
PART II OTHER INFORMATION
Item 1. Legal Proceedings .............................................11
Item 2. Changes in Securities .........................................12
Item 3. Default by the Company on its Senior Securities................13
Item 4. Submission of Matters to a Vote of Securities Holdings.........13
Item 5. Other Information..............................................13
Item 6. Exhibits and Reports on Form 8-K ..............................14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Selected information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. However, in the opinion of management, all
adjustments (which include only normal recurring accruals) necessary to
present fairly the financial position and results of operations for the
periods presented have been made. These financial statements should be
read in conjunction with the accompanying notes, and with the historical
financial information of the Company.
BASIC TECHNOLOGIES, INC.
Consolidated Balance Sheets
March 31, March 31,
2001 2000
ASSETS
CURRENT ASSETS
Cash $ 18,324 $ 14,138
Accounts Receivable-Net of Allowance 116,858 77,296
Inventories 67,563 71,867
Prepaid Expenses 3,089 0
Deferred Tax Assets 378,955 201,004
------------ ------------
TOTAL CURRENT ASSETS $ 584,789 $ 364,305
FIXED ASSETS
Equipment $ 1,419,518 $ 1,404,838
Land / Buildings / Improvements 13,088 9,974
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1,432,606 1,414,812
Less: Accumulated Depreciation $ (211,419) $ (98,655)
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TOTAL FIXED ASSETS $ 1,221,187 $ 1,316,157
OTHER ASSETS
Certificate of Deposit $ 111,718 $ 0
Deposits 760 1,399
Organization Costs-Net 825 1,275
Proved Developed Oil Reserves 3,711,000 3,711,000
Acquisition Goodwill-Net 848,370 893,607
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TOTAL OTHER ASSETS $ 4,672,673 $ 4,607,281
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TOTAL ASSETS $ 6,478,649 $ 6,287,743
============ ============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
Consolidated Balance Sheets
March 31, March 31,
2001 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short Term Notes Payable $ 345,935 $ 252,157
Accounts Payable 270,195 198,113
Accrued Taxes and Interest Payable 104,303 29,418
Current Portion of Long Term Debt 66,814 76,384
------------- -------------
TOTAL CURRENT LIABILITIES $ 787,247 $ 556,072
LONG TERM LIABILITIES
Accrued Interest Payable $ 16,910 $ 0
Deferred Tax Liability 223,069 223,069
Payables-Shareholders 535,294 447,651
Capital Lease Payable 32,871 32,871
Long Term Notes and Obligations 474,952 335,976
Less: Current Maturities (66,814) (76,384)
------------- -------------
TOTAL LONG TERM LIABILITIES $ 1,216,282 $ 963,183
TOTAL LIABILITIES $ 2,003,529 $ 1,519.255
STOCKHOLDERS' EQUITY
Common Stock, $.00001 par value, 100,000,000 $ 78 $ 77
shares authorized and shares and
shares, respectively, issued and
outstanding
Preferred Stock, $.00001 par value, 10,000,000 shares 0 0
authorized and no shares issued and outstanding
Paid in Capital 5,210,157 5,162,408
Paid Stock Subscriptions 500 0
Retained Earnings (Deficit) (735,615) (393,997)
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TOTAL STOCKHOLDERS' EQUITY $ 4,475,120 $ 4,768,488
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 6,478,649 $ 6,287,743
============= =============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
Consolidated Statements of Income
For the Nine Months Ended
March 31, March 31,
2001 2000
REVENUES $ 329,677 $ 559,310
COST OF SALES 5,732 303,316
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GROSS PROFIT $ 323,945 $ 255,994
OPERATING EXPENSES
Selling, General and Administrative 568,041 562,787
Interest 59,372 26,319
Amortization and Depreciation 120,204 87,485
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TOTAL EXPENSES $ 747,617 $ 676,591
NET INCOME (LOSS) FROM OPERATIONS $ (423,672) $ (420,597)
OTHER INCOME (EXPENSE)
Gain - Debt Payoff $ 4,248 $ 0
Interest Income 1,637 380
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TOTAL OTHER INCOME (EXPENSE) 5,885 380
NET INCOME (LOSS) BEFORE TAXES $ (417,787) $ (420,217)
DEFERRED TAX BENEFITS 142,048 142,874
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NET INCOME (LOSS) $ (275,739) $ (277,343)
Beginning Retained Earnings (Deficit) (459,876) (116,654)
------------- -------------
ENDING RETAINED EARNINGS (DEFICIT) $ (735,615) $ (393,997)
============= =============
EARNINGS (LOSS) PER SHARE
Income (Loss) for Common Stockholders $ (0.03) $ (0.03)
============= =============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended
March 31, March 31,
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (275,739) $ (277,343)
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain-Note Payoff (4,248) 0
Depreciation and Amortization 120,204 87,485
Increase in Accounts Receivable (7,976) (56,787)
Decrease in Inventories 3,340 15,468
Increase in Deferred Tax Asset (142,048) (142,874)
Increase in Accounts Payable
and Accrued Liabilities 92,160 85,396
Increase in Prepaid Expenses (3,089) 0
Decrease in Deposits 5,104 0
Expenses Paid With Stock 1,750 0
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NET CASH USED BY OPERATING ACTIVITIES $ (210,542) $ (288,655)
NET CASH USED BY INVESTING ACTIVITIES
Purchase of Fixed Assets (17,794) (75,869)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES $ (17,794) $ (75,869)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Sale of Common Stock 16,000 0
Principal Payments on Bank and Other Notes (50,096) (170,984)
Proceeds of Notes Payable 160,000 249,210
Proceeds of Shareholder Loans 98,414 308,258
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 224,318 $ 386,484
------------ ------------
NET INCREASE (DECREASE) IN CASH $ (4,018) $ 21,960
CASH AT BEGINNING OF
PERIODS (DEFICIT) 22,342 (7,822)
------------ ------------
CASH AT END OF PERIODS $ 18,324 $ 14,138
============ ============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
Consolidated Statements of Changes in Stockholders' Equity
For the Periods Ended March 31, 2001 and March 31, 2000
March 31, March 31,
2001 2000
COMMON STOCK
Balance at Beginning of Year $ 77 $ 68
Issuance of Common Stock for Cash 1 9
------------ ------------
Balance at End of Period $ 78 $ 77
STOCK SUBSCRIPTIONS
Balance at Beginning of Year $ 28,500 $ 0
Subscriptions Received 16,000 0
Stock Issued (44,000) 0
------------ ------------
Balance at End of Period $ 500 $ 0
ADDITIONAL PAID IN CAPITAL
Balance at Beginning of Year $ 5,162,408 $ 4,506,332
Proceeds or Market Value in Excess of Par Value
of Common Stock Issued for Cash 47,749 656,076
------------ ------------
Balance at End of Period $ 5,210,157 $ 5,162,408
RETAINED EARNINGS (DEFICIT)
Balance at Beginning of Year $ (459,876) $ (116,654)
Net Loss for Period (275,739) (277,343)
------------ ------------
Balance at End of Period $ (735,615) $ (393,997)
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TOTAL STOCKHOLDERS' EQUITY $ 4,475,120 $ 4,768,488
============ ============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended March 31, 2001
NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Activities and Basis of Accounting
The Company, a Corporation, is engaged in the diversified operations
of environmental remediation and recovery of oil and gas properties
in Texas and Oklahoma, and development of oil and gas ventures and
related interests, and as an internet service provider and e-business
consultant in Hawaii, with its corporate headquarters located in
Lewisville, Texas. The Company incorporated in the state of Colorado
on January 21, 1998 and its fiscal year end is June 30.
The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted
accounting principles.
Consolidation
The Company was formed as a parent holding company to operate through
subsidiaries. The financial statements consolidate the activities of
the parent along with:
Yankee Development Corp., a Texas corporation
P & A Remediation, LLC, a Texas limited liability company
Simpco, Inc., a Texas corporation
P & A Remediation, LLC, an Oklahoma limited liability company
Cyber Cities Technologies, Inc., an Hawaii corporation
All significant intercompany transactions and balances have been
eliminated.
Cash
For purposes of the statement of cash flows, the Company considers
all short term securities purchased with a maturity of three months
or less to be cash equivalents. There are no restrictions on any
balances.
Accounts Receivable
Bad debt expense is recognized by use of the allowance method, but
no allowance has been made this year to date. There are no
significant concentrations of credit risk.
Inventories
Inventories are shown at cost, using the first-in, first-out method.
In addition to direct purchases, inventory is acquired through the
performance of services (See note about revenues).
Pipe inventory, in the form of a 35-mile long abandoned oil gathering
pipeline, was acquired for the issuance of a $35,000 promissory note.
The Company plans to dig up the pipeline and prepare it for sale, if
title problems are resolved.
Fixed Assets
These assets are carried at acquisition cost. Depreciation is
provided using the straight-line method over the estimated economic
lives of the assets, which range from 20 years for buildings to 3 to
15 years for all other assets.
The Company rebuilt and upgraded certain newly acquired used operating
equipment prior to placing the equipment in the field. All costs,
including related payroll costs, were capitalized.
Intangibles
Amortization of Organization Costs is calculated over 60 months.
Goodwill, created from the purchase of Cyber Cities Technologies,
Inc. is being amortized over 20 years.
Income Taxes
Income from the corporation is taxed at regular corporate rates per
the Internal Revenue Code. There are no provisions for current taxes
due to net available operating losses.
Deferred Tax Liability
The Company purchased Cyber Cities Technologies, Inc. and accounted
for the transaction using the "purchase" method of accounting. This
requires the acquisition to be accounted for at the fair value of the
assets received or given up, whichever is more readily available.
Further, this transaction caused a Deferred Tax Liability to be
booked, due to the difference between the book basis and tax basis of
the assets received. The offset to this entry increased Goodwill.
Common Stock
The Company's common stock is stated at par value ($.00001) and the
paid in capital represents the difference between the fair value of
the assets received and the common stock at par value. There are
currently no commitments or provisions for stock options, stock
compensation, conversion rights, redemption requirements or unusual
voting rights.
Revenues
Services
The Company sells services as an Internet service provider and
consultant in Hawaii.
Services for oil well plugging are provided using two types of
contracts: cash and salvage. Under the salvage type, the Company
receives as its compensation specified types of used oil well
equipment or pipe. Revenue is recognized and the items taken into
inventory based upon the relevant wholesale market prices, or the
prices at which the Company could buy the items for resale on the
open market. No such services were performed during the period.
Sales
Inventory, whether acquired by purchase or through services, is
resold to oil and construction customers.
Revenues of $1,345 have been earned from oil and gas production
during the fiscal year to date.
Interest
Interest expensed for the period is $ 59,372. No interest has been
capitalized.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE 2 - INVESTMENTS IN WHOLLY OWNED SUBSIDIARIES
On April 23, 1998, the Company issued 5,305,625 restricted common shares
in exchange for 100% of Yankee Development Corporation. Upon consummation
of the transaction, the former owners of Yankee Development Corporation
controlled approximately 90% of the issued and outstanding shares of Basic
Technologies, Inc. and Yankee Development Corporation became a wholly
owned subsidiary of Basic Technologies, Inc.
The transaction was consummated as a purchase of assets, rather than a
pooling of interests. The valuation assigned to the purchase of Yankee
Development Corporation is based on the underlying net assets, which
consist of working interests in proven oil and gas reserves discounted
to net present value of net revenues less development and operating costs.
The discount applied was 10%. The oil and gas reserves are the only
substantial assets in the subsidiary company.
Cost of Acquiring Yankee Development Shares $3,711,000
The valuation of the oil and gas reserves is based on the market price of
oil. At the time of the valuation, the price used was $15/bbl. The price
of oil at the balance sheet date was $26.50 per barrel, and the current
price of oil is $28.75; however, the reserves are not to be revalued in
excess of their original valuation.
In October 1998, the Company formed a Limited Liability Company (P & A
Remediation, LLC) with Simpco, Inc. (a wholly owned subsidiary) with the
intention of developing environmental remediation in oil and gas fields.
The Company owns 99% of the stock of P & A Remediation, LLC, and Simpco,
Inc. owns 1%.
In January, 1999, the Company issued 850,000 shares of its authorized but
previously unissued shares of voting common stock in exchange for all of
the outstanding common stock of Simpco, Inc., a Texas corporation. That
corporation, now a wholly owned subsidiary, is intended to be the owner
and lessor of the consolidated entities' operating equipment. A
promissory note for $110,000.00 was also issued to the shareholders of
Simpco, Inc. as part of the acquisition cost. The transaction was
accounted for under the purchase method.
On November 24, 1999, P&A Remediation LLC, an Oklahoma Limited Liability
Company, was formed for the purpose of beginning remediation and sales
operations in Oklahoma.
Effective January 1, 2000, the Company issued 979,232 shares of its
authorized but unissued shares of voting common stock in exchange for
all of the assets and operations, subject to certain liabilities, of
Cyber City Honolulu, Inc., a Hawaii corporation. Included in the
exchange was the acquisition of all intangibles including all trade names,
customer lists, goodwill and other intangibles. The assets and
liabilities were then transferred into a newly formed, wholly owned Hawaii
corporation, Cyber Cities Technologies, Inc. The acquisition was
accounted for using the "purchase" method of accounting. The predecessor
and successor companies are a regional Internet service provider and
Internet web page hosting service. The Company recognized goodwill in
the amount of $681,848. A related deferred tax liability of $223,069 was
recognized, which also increased goodwill.
NOTE 3 - EMPLOYEE BENEFITS
There are currently no qualified or non-qualified employee pensions,
profit sharing, stock option or other plans authorized for any class of
employees. Group health insurance is provided to employees in Hawaii.
NOTE 4 - LEASES
Capital Leases
All leases for physical facilities are for a period of one year or less,
with no written option periods. There is one equipment lease, the terms
of which mandate accounting as a capital lease. The leased assets are
depreciated with interest imputed.
Amortization of capitalized lease costs is included with depreciation.
Payment on this lease has been suspended pending the results of
negotiation on terms. Total remaining obligations are $32,871.
Operating Leases
One subsidiary, which operates as an Internet service provider, leased
certain computer/communication equipment. Management exercised the
buyout options on these during the year.
Additional leases have remaining noncancellable lease terms extending
beyond the current year. Rental payments due under existing leases are:
Year Ending
June 30 Amount
2001 $ 3,176
2002 2,334
-----------
Total $ 5,510
===========
There are no contingent rentals, subleases or related party leases of
equipment.
Total equipment rental expense for the period was $10,926.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Initiated in August 2000, there are two known lawsuits involving the
former owners of Simpco, Inc., which the Company purchased in January,
1999. The former owners allege that the Company and its officers
violated applicable securities laws in the acquisition of Simpco, Inc.,
and seek to return their 850,000 shares of the Common Stock of the
Company and the Company's $110,000 promissory note, in return for payment
of $940,000 by the Company, plus expenses, or damages of $940,000 plus
expenses and punitive damages. Management believes that both suits are
without merit and is defending both suits vigorously.
Management further believes the worst case scenario to be the return of
the assets of the Simpco transaction for redemption of the Common Stock
and cancellation of the note. This would have the effect of reducing the
Company's assets by approximately $875,000 with a corresponding reduction
in equity. No loss on the income statement would be incurred in this
scenario.
In late August 2000, the Company filed a lawsuit against dismissed
employees of P & A Remediation (some of whom were the former owners of
Simpco), alleging violation of employment agreements and to seek return
of Company equipment in the possession of the dismissed employees.
Management is prosecuting the suit vigorously.
There are several small lawsuits over disputed open commercial accounts.
The full potential cost is included in accounts payable.
NOTE 6 - PROVEN DEVELOPED OIL RESERVES
The Company owns, through a subsidiary, proven developed oil reserves on
2300 acres in west Texas. Valuation at the time of acquisition was
based upon the discounted net present value of net revenues, after
development and operating costs. The applied discount rate was 10%, and
the oil price used was $15.00 per barrel. The price of oil at the
statement date was $26.50 per barrel, and the current price of oil is
$28.75 per barrel, but the reserves are not to be revalued. Recoverable
oil reserves are estimated to be 880,000 barrels. See also Note 2 above.
NOTE 7 - INCOME TAXES
Starting in 1998, the Company has adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109),
which requires the use of the liability method in the computation of
income tax expense and the current and deferred income taxes payable.
Under SFAS No. 109, income tax expense consists of taxes payable for the
year and the changes during the year in deferred assets and liabilities.
Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases and financial reporting bases
of assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
As there is a net operating loss in the current fiscal year, the Company
has calculated a deferred tax asset (benefit) as follows:
Through Fiscal Year June 30, 2000 $236,907
Current Period 142,048
--------
Gross deferred tax asset $378,955
========
The Company has also recorded a deferred tax liability for the difference
between book bases and tax bases for the acquisition of Cyber Cities
Technologies, Inc.
Deferred tax liability $223,069
NOTE 8 - SEGMENT REPORTING
The Company has adopted SFAS No. 131, and uses the Management approach
to determine and disclose reportable segment information.
The Company's four reportable business segments are based upon distinctive
types of activities or services: environmental remediation; equipment
leasing; oil and gas production; and Internet and e-business services.
A full description of these segments is included in Note 1. All segments
operate within the United States. The equipment leasing segment provides
service only to the environmental segment.
The accounting policies of the segments are the same as those described in
the summary of significant policies. Inter-segment services are recorded
using internal transfer prices set by the Company.
NOTE 9 - EARNINGS PER SHARE
Basic earnings (loss) per share are computed by dividing the net loss by
the weighted average number of common shares outstanding during the period.
There are no provisions or contracts that would create dilutive potential
common stock.
NOTE 10 - ACCRUALS
Local taxes and interest on notes and other payables have been accrued.
No accrual of vacation time is made, because no employee met eligibility
requirements at the statement date.
NOTE 11 - LONG-TERM DEBT
In January, 1999, the Company issued a $110,000 unsecured note, due
January 2001, as part of the acquisition cost of Simpco, Inc. The note
does not bear interest, and the entire balance is due at maturity.
In March, 1999, the Company issued $50,000 in notes payable, due in
March 2003 for working capital. These were refinanced in March 2001,
with additional funding. The new notes totaled $52,979, with payoff in
February 2005. Principal and interest accrued at 10% are payable
monthly, and the notes are secured by equipment.
In March, 1999, the Company issued a $11,500 mortgage payable, due in
March 2004 for the purchase of real estate. Principal and interest
accrued at 10% are payable monthly and the mortgage is secured by real
estate.
In February, 1999, the Company assumed $71,700 in unsecured notes payable,
due March 2004 for the purchase of inventory. Interest accrued at 7%, as
well as the entire principal balance, is due at maturity.
From November, 1998 through May 1999, the Company issued six notes for a
total of $73,975 in notes payable for vehicle and equipment purchases, due
from August 2000 through March 2004. Principal and interest accrued at
rates from 7.85% to 16.5% are payable monthly and the notes are secured by
vehicles and equipment.
In August, 1999, the Company issued $19,000 in unsecured notes maturing
in August 2003 for working capital. Principal and interest accrued at
11.5% are payable monthly.
In November, 1999, the Company issued a note for a total of $18,300 for a
vehicle purchase, due from December 1999 through November 2003. Principal
and interest accrued at 17.5% is payable monthly and the note is secured by
a vehicle.
In December, 2000, the Company renewed and extended a short-term note of
$100,000 to mature in November, 2002. Accrued interest of 10% is payable
at maturity, and the accrued interest is classified as a long-term
liability.
In December, 2000, the Company issued a promissory note for $110,298 to
acquire a certificate of deposit maturing in January, 2002. The note bears
interest of 10%, and both principal and interest are payable at maturity
in December, 2003.
Certain installment notes payable for equipment purchases are non-interest
bearing. On these notes, interest has been imputed at 9%, the related
asset has been discounted, and the imputed/discounted interest is included
in interest expense.
In conjunction with the acquisition of Cyber Cities, the Company assumed
three installment notes totaling $68,750. These are repaid in monthly
installments of $2,250, with no interest accrued or payable.
There are no conversion provisions for any debt, or any restrictive or
subordinate covenants other than standard liens.
Maturities of long term debt are as follows:
Year Ending
June 30 Amount
2001 $ 24,695
2002 154,675
2003 145,620
2004 138,615
2005 11,347
---------
Total $ 474,952
=========
Short Term Notes Payable
Between November, 1999 and June, 2000, the Company issued six (6)
promissory notes totaling $ 187,791 for short term working capital needs.
During the current period, the Company issued eight (8) promissory notes
totaling $152,500 for short term working capital needs. Interest rates
varied from 8% to 12%, payable monthly on some notes, and at maturity
on others. Some notes were secured by equipment and contract proceeds.
Maturities varied, and renewal and extension provisions were available.
One short-term note for $100,000 was converted to a long-term maturity.
The Company also has a revolving line of credit arrangement, with a
period-end balance of $106,968. It was unsecured, with an interest rate
of 10% per annum.
NOTE 12 - RELATED PARTY TRANSACTIONS
Open account cash advances have been made by various shareholders. As of
the financials statement date, no promissory notes, interest rates or
repayment schedules have been set. The balances are classified as long
term obligations.
NOTE 13 - SUPPLEMENTAL DISCLOSURES-STATEMENT OF CASH FLOWS
Operating activities reflect interest paid of $53,253 for the current
period and $28,146 for the prior fiscal year's period. A certificate of
deposit for $110,298 was acquired by issuance of a promissory note.
Debt of $2,000 was retired through the issuance of 2,000 shares of com-
mon stock.
NOTE 14 - COMPREHENSIVE INCOME
The Company had no elements of comprehensive income during the period.
BASIC TECHNOLOGIES, INC.
Consolidated Quarterly Income Statements
For The Nine Months Ended March 31, 2001
Quarter Ended Quarter Ended Quarter Ended Nine Months
September 30, 2000 Dcember 31, 2000 March 31, 2001 Total
REVENUES $ 105,262 $ 110,071 $ 114,344 $ 329,677
COST OF SALES 779 684 4,269 5,732
----------- ----------- ----------- ------------
GROSS PROFIT $ 104,483 $ 109,387 $ 110,075 $ 323,945
OPERATING EXPENSES
Selling, General and
Administrative 211,943 198,950 157,148 568,041
Interest 13,761 24,255 21,356 59,372
Amortization and Depreciation 39,806 39,806 40,592 120,204
----------- ----------- ----------- ------------
TOTAL OPERATING
EXPENSES $ 265,510 $ 263,011 $ 219,096 $ 747,617
NET INCOME (LOSS)
FROM OPERATIONS $ (161,027) $ (153,624) $ (109,021) $ (423,672)
OTHER INCOME (EXPENSE)
Gain - Note Payoff $ 1,818 $ 700 $ 1,730 $ 4,248
Interest Income 133 57 1,447 1,637
----------- ----------- ----------- ------------
TOTAL OTHER INCOME
(EXPENSE) 1,951 757 3,177 5,885
----------- ----------- ----------- ------------
NET INCOME (LOSS) BEFORE TAXES $ (159,076) $ (152,867) $ (105,844) $ (417,787)
DEFERRED TAX BENEFIT 54,086 51,975 35,987 142,048
----------- ----------- ----------- ------------
NET INCOME (LOSS) $ (104,990) $ (100,892) $ ( 69,857) $ (275,739)
EARNINGS PER SHARE
Income (Loss) for
Common Stockholders $ (0.01) $ (0.01) $ (0.01) $ (0.03)
============ ============ ============ =============
The accompanying notes are an integral part of these financial statements.
BASIC TECHNOLOGIES, INC.
Table of Reportable Segments
For The Nine Months Ended March 31, 2001
Oil & Gas Environmental Equipment Internet & Elimin- Consoli-
Production Remediation Leasing E-Business ations dated
--------------------------------------------------------------------
Sales to
Unaffiliated Customers $ 1,345 $ 4,000 $ 1,527 $ 322,805 $ $ 329,677
Inter-Segment Sales 0 0
-------------------------------------------------------------------
Total Sales $ 1,345 4,000 1,527 322,805 0 329,677
===================================================================
Operating Income (Loss) $ (94) (47,687) (77,824) (54,318) (179,923)
Corporate Expenses (243,749)
---------
Total Operating Income (Loss) (423,672)
==========
Depreciation &
Amortization $ 0 1,450 74,416 43,547 0 119,413
=========================================================
Corporate Expenses 791
---------
Total Depreciation & Amortization 120,204
=========
Interest Revenue (Not Allocated to Segments) 1,637
=========
Interest Expense $ 0 16,559 4,925 5,363 0 26,847
=========================================================
Corporate Expenses 32,525
---------
Total Interest Expense 59,372
=========
0
Segment Assets $3,711,000 387,772 1,127,486 774,030 (215,222)
========================================================= 5,785,066
General Corporate Assets 693,583
---------
Total Assets 6,478,649
=========
Expenditures for
Segment Assets $ 0 $ 0 $ 0 $ 14,680 $ 0 $ 14,680
The accompanying notes are an integral part of these financial statements.
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation For The Next Twelve Months
The Company serves as a holding company for three wholly-owned corporate
subsidiaries, Yankee Development Corporation (hereafter Yankee); Simpco,
Inc. (hereafter Simpco); and Cyber Cities Technologies, Inc. (hereafter
CCTech) and two limited liability companies, P & A Remediation, LLC, a
Texas limited liability company (hereafter PAR Texas); and P & A
Remediation, LLC, an Oklahoma limited liability company (hereafter
PAR Oklahoma). PAR Texas and PAR Oklahoma are collectively 'P & A
Remediation'. Yankee owns a working interest in proven, developed oil
reserves on 2,300 acres in Tom Green County, Texas. The assets owned by
Yankee are held by production of other leases, and thus do not require
annual bonus or delay rental payments, and have no legal commitments of
any kind to maintain the legal integrity of the assets. Through P & A
Remediation, the Company has performed environmental remediation and sal-
vage operations for the oil industry, and markets and sells construction
materials, pipe, steel tubulars and used oil field equipment obtained
from salvage operations or acquired for resale on the secondary market.
Simpco owns certain reconditioned oil field equipment and vehicles that
are leased to P & A Remediation for use in conducting oil field plugging,
remediation and salvage activities. CCTech provides high speed internet
access for residential and business customers in the state of Hawaii.
CCTech also has the capability to host commercial websites world wide.
Simpco, Inc., and Yankee Development Corporation own assets, but do not
do business with any source outside of the Company. With skeleton staffing,
P & A Remediation has done limited business with any source outside of the
Company.
Subject to securing the necessary equity infusion or long term financing,
Company management hopes to re-establish currently suspended day to day
operation in its Olney, Texas, yard location and to acquire and re-
institute the Nowata, Oklahoma, location. The Texas yard would house
the Company's threading equipment, there to establish a pipe threading
and testing facility complementary to the facilities in the to be
acquired Nowata, Oklahoma location. Both locations will have large
capacity pipe threading, straightening, and testing facilities that are
not readily available in the Texas and Oklahoma markets. Company
management is of the opinion that a significant portion of the enhanced
(due to the increase in the price of oil) pipe testing market may be
immediately available to the Company. The implementation of this plan
will require the Company securing skilled employees, contractual
consultants, or joint venture partners, to establish the day to day
operations. The consultants and / or venture partners could be existing
competitors in the pipe market. Based upon industry knowledge, Company
management believes that the oil & gas operators, steel tubular and pipe
dealers, and re-sale equipment marketers are candidates for operations of
the Company's pipe threading and testing facilities. Further, Company
management believes they number in the thousands as of the date hereof,
and that the pipe threading and testing facility may have an effective
life of many years to come based upon the lack of available services in
the market today. However, there can be no assurance that this pipe
testing and threading market phenomenon will continue, that the Company
can establish complementary and efficient day to day operations in its
facilities, that the Company will have the resources to complete the work
under any such operations, or that the Company after establishing
operations, will be able to operate profitably.
Subject to securing the equity infusion or long term financing necessary
to finance the implementation and operation of the re-establishment of
operations of PAR Oklahoma, Company management hopes to re-establish day
to day operations in the to be acquired Nowata, Oklahoma, location. It
is management's plan to use the acquired location's operations to
complement the reorganized Texas yard and it's to be established pipe
threading and testing facility. In addition to the Oklahoma pipe
threading and testing, Company management hopes to re-establish a base
for oil & gas well plugging and environmental remediation operations out
of the Oklahoma yard. Based upon EPA reports on the Lake Oologah project
(that the Company successfully bid and won the first eight one (81)
well phase), Company management believes that the abandoned and inactive
wells that are candidates for this EPA project number in the thousands
as of the date hereof, and that the project may have an effective life
of five years and potentially as much as $16 million in revenue available.
Re-established operations will not include previous PAR and Simpco mid-
level management and should involve the operations of three separate
crews and sets of remediation equipment, rather than the one set and one
crew used by PAR Oklahoma in the initial eighty one (81) well phase of
the Simpco contracted project.
The re-establishment of day to day operations in Nowata, Oklahoma, will
require the Company securing skilled employees, contractual consultants,
or joint venture partners, to work locally in northeast Oklahoma. The
consultants and / or venture partners referred could be competitors in
the oil well plugging market. Negotiations with the same are currently
in the beginning phases with Company management. There can be no
assurance that the Company can successfully negotiate with consultants or
skilled employees to the Company's benefit, that the EPA project will
continue, that the Company will win any of the contracts for the project,
that the Company will have the resources to complete the work under any
such contracts, or that the Company, if it receives any such contracts,
will be able to complete them profitably.
Company management is currently negotiating with outside financial
partners for a joint venture, or private placement, to raise sufficient
capital for Yankee to cause the proper drilling and completion of a
sufficient number of wells to prove or disprove the Yankee Unit field's
engineering and reserves study. This program under consideration and
negotiation could possibly mean the drilling of up to sixteen (16)
initial wells, at a total cost of up to $2,400,000 to the financial
partners. The results of drilling such wells can never be determined in
advance. The industry has a history of unprofitable efforts resulting
from dry holes, or commercial wells which fail to produce in quantities
sufficient to provide an economic return. Yankee Development, since
inception, has generated no revenues from the production of oil. No
assurance can be given that Yankee Development will successfully
negotiate the funding of its development program, generate any revenues,
or achieve profitability from the production of the proven developed
reserves owned as of the date hereof, or from oil and/or gas properties,
if any, acquired in the future.
The Company intends to develop a plan for internal growth of the
existing markets of its internet subsidiary, CCTech, which services the
consumers of the State of Hawaii with high speed Internet Access for
residence and business uses. Currently doing business and maintaining
offices on the islands of Oahu and Maui, CCTech has the capability to
provide computer and internet commerce consultation services to
businesses nationwide. The development of a nationwide marketing plan
of a 'business to business' division is being planned. It is contingent
upon the Company securing financing necessary to re-align and reorganize
Company infrastructure to expand its core business to the islands of
Kauai and the Big Island of Hawaii. This expansion will allow CCTech
to be the only regional statewide ISP in the market. Once in place and
operating, a long term plan for nationwide internet service will be
implemented. A review of market opportunities available to the Company
is currently in process by Company management. There can be no assurance
that the Company can successfully secure financing necessary to make the
expansion to state-wide operations, that the market available for the
core business will continue, that the Company will be able to get new
customers in newly opened markets, that the Company will have the
resources to provide services if such markets are opened, and if it will
be able to operate them profitably.
The Company plans to diversify its operations through the acquisition of
companies engaged in businesses unrelated to the oil and gas business.
The Company is presently engaged in negotiations for the acquisition of
companies operating in industries related and unrelated to the Company's
core business.
The activities of the Company in all subsidiaries to date have been
primarily focused on securing long term financing or equity infusion;
evaluating and forming mid-level management teams; researching and testing
actual project operations and profitability; and developing and identifying
market opportunities that can be taken advantage of by the Company's
positions in its various subsidiaries. Accordingly, management does not
consider the historical results of operations to be representative of future
results of operation of the Company. This Form 10-QSB should be read in
conjunction with previous filings filed by the Company.
The Company expects to meet our capital needs for the next 3 months with
operating cash flow and current cash and receivables balances . Operating
beyond 3 months, or to make any significant expansion, will require the
proceeds from the sale or issuance of capital stock, lease financing,
or additional debt. Other than any extraordinary legal expenses caused
by pending litigation with former mid-level management of P & A
Remediation, or unforseen additional filing fees and legal expenses
related to the registration and approval of a second issue of capital
stock to be made available for public purchase, we do not anticipate
any out of budget operational shortfalls in the coming fiscal year.
We regularly examine financing alternatives based on prevailing market
conditions and expect to access the capital markets from time to time
based on our current and anticipated cash needs and market opportunities.
Over the longer term, we will be dependent upon obtaining the long term
equity infusion or financing necessary to implement our upgraded operations
in both the environmental remediation subsidiaries and in the internet
subsidiaries. Each subsidiary will be then be dependent upon positive
operating cash flow and, to the extent cash flow is not sufficient, the
availability of additional financing, to meet our debt service obligations.
Insufficient funding may require us to delay or abandon some of our planned
future expansion or expenditures, which could have a material adverse effect
on our growth and ability to realize economies of scale.
Our business strategy has required, and is expected to continue to require,
substantial capital to fund acquisitions, working capital, capital
expenditures, and interest expense.
As of March 31, 2001, the Company had approximately $130,042 in cash and
certificates of deposit and $120,825 in current receivables.
The Company also has significant debt service requirements. At March 31,
2001, our interest-bearing liabilities were $647,500 and the expected
annual interest expense associated with it is approximately $72,000. The
interest expense and principal repayment obligations associated with
our debt could have a significant effect on our future operations.
Our anticipated expenditures are inherently uncertain and will vary
widely based on many factors, including operating performance and working
capital requirements, the cost of additional acquisitions and
investments, the requirements for capital equipment to operate our
business and our ability to raise additional funds. Accordingly, we may
need significant amounts of cash in excess of our plan, and no assurance
can be given as to the actual amounts of our future expenditures. We will
have to increase revenue without a commensurate increase in costs to
generate sufficient cash to enable us to meet our debt service
obligations. There can be no assurance that we will have sufficient
financial resources if operating losses increase or additional
acquisition or other investment opportunities become available.
The Company is not in the business of producing any item that would
require product research and development, other than the continual market
analysis by Company and subsidiary management.
Other than, and subject to, securing the required financing necessary to
implement upgraded operations in its environmental and internet
subsidiaries, and the implementation of the same, there is (1) no
expected purchase or sale of plant and significant equipment; or (2) no
expected significant changes in the number of employees, relative to the
size of previous year's operations.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains certain forward-looking
statements regarding future financial condition and results of operations
and the company's business operations. We have based these statements on
our expectations about future events. The words "may," "intend," "will,"
"expect," "anticipate," "objective," "projection," "forecast," "position"
or negatives of those terms or other variations of them or by comparable
terminology are intended to identify forward-looking statements. We have
based these statements on our current expectations about future events.
Although we believe that our expectations reflected in or suggested by
our forward-looking statements are reasonable, we cannot assure you that
these expectations will be achieved. Our actual results may differ
materially from what we currently expect. Important factors which could
cause our actual results to differ materially from the forward-looking
statements include, without limitation (1) general economic and business
conditions, (2) ability to cost effectively integrate multiple
technologies, (3) effect of future competition, and (4) failure to raise
needed capital.
The Company serves as a holding company for three wholly-owned corporate
subsidiaries and two wholly owned limited liability companies: Yankee;
Simpco; CCTech; PAR Texas; and PAR Oklahoma. PAR Texas and PAR
Oklahoma are collectively 'P & A Remediation'.
In Texas, the Company created PAR Texas in October 1998 to take advantage
of the environmental remediation opportunities available in central west
Texas (Railroad Commission District 7B & 7C) and in north Texas
(Railroad Commission District 9). PAR Texas' environmental remediation
and salvage business involved the plugging of oil wells and the
remediation and clean-up of oil fields in accordance with government
rules and regulations applicable to the environment, and the salvage or
purchase for resale on the secondary market of construction materials,
pipe, steel tubulars and used and reconditioned oil field equipment. To
the extent practicable, PAR Texas performed its services, including
testing, threading and reworking of steel pipe recovered from the field,
at the oil field salvage yards leased by the Company in Ballinger and
Olney, Texas. Although PAR Texas desired to expand its customer base to
include governmental agencies such as the State of Texas' Railroad
Commission, the Company's customers were limited to private and publicly-
held oil and/or gas companies which are operators of oil wells and fields
requiring PAR Texas's plugging, remediation and/or salvage services. The
company's operations were limited to the north central and central west
regions of Texas. Since the commencement of active plugging business
operations by PAR Texas in April 1999, through June 30, 2000 the
company's plugging activities (approximately 131 wells) have generated
gross revenues from services approximating $391,470. In addition,
aggregate gross revenues approximating $113,892 generated during the
period from the date of the company's inception in October 1998 through
March 2000, were attributable to resales by the company of used and
reconditioned oil field equipment purchased for resale.
Since March 2000, PAR Texas' active well plugging and pipe sales
operations in Texas have been suspended. All personnel of the Ballinger,
Texas, yard have been dismissed for cause and the yard is no longer
rented. Other than storage of equipment at three locations, there is no
Company activity in Ballinger, Texas. In October 1999, Company
management decided to shift the operating focus of PAR Texas' Olney,
Texas, yard from day to day local Texas operations to move forward to
build necessary equipment to operate and to establish operations in
Oklahoma. Since March of 2000, PAR Texas has maintained operations of
the Olney yard with a skeleton crew, there only to maintain legal
integrity of lease space and to protect company assets. A large amount
had been removed by mid-level management to storage locations in Texas
and / or transported to Nowata, Oklahoma, to establish operations there
with PAR Oklahoma.
In Oklahoma, the Company created PAR Oklahoma in October 1999 to take
advantage of the environmental remediation opportunities available with
the January 2000 implementation of the Lake Oologah oilwell plugging and
environmental remediation project. The scope of the overall EPA project
could span more than five (5) years, and include the plugging of more
than six thousand (6,000) shallow oil wells in the project area. With
the scope consciously in mind, the then mid-level management of PAR
Oklahoma went forward with the intent of taking steps necessary to be
the absolute lowest bidder to insure a base position in the overall
development of the EPA project. With the OCC bid contract in hand, PAR
Oklahoma, with its then mid-level management, went forward with what was
anticipated would be a sixty (60) to ninety (90) day project. The
economic and engineering estimates of the then mid-level management had
serious short comings, and such caused the delay of the initial phase of
plugging eighty one (81) oil wells for a period in excess of ninety (90)
days.
PAR Oklahoma desired to expand its customer base to include private and
publicly-held oil and/or gas companies which are operators of oil wells
and fields requiring PAR Oklahoma's plugging, remediation and/or salvage
services, throughout the state of Oklahoma. The company's operations were
limited to the northeast region of Oklahoma. Since the commencement
of business operations by PAR Oklahoma in November, 1999, and the award
of the first phase of the EPA project in January 2000, the company's
activities included the plugging of all eighty-one wells, and earned
$72,900 on the first awarded contract.
In August of 2000, all personnel of PAR Oklahoma and Simpco were
dismissed for cause. Since the end of June 2000, the Company's well
plugging operations in Oklahoma have been suspended pending
reorganization of equipment and employees, and the acquisition of
additional equipment and required local management to efficiently
operate in the EPA project.
The continued suspension of active operations of PAR Texas and PAR
Oklahoma are a result of multiple factors. These include management's
overall review of staffing and a reorganization of equipment and
employees to efficiently serve the available markets of the Olney, Texas,
location and the proposed Nowata, Oklahoma, location; the financing
requirements of doing the same reorganization; and the results of now
pending litigation between the former mid-level management of PAR Texas
and PAR Oklahoma. There can be no assurance if, or as to when,
operations will resume.
The Company has a significant capital investment in PAR Texas, PAR
Oklahoma, and Simpco. In addition to third party acquisition costs, and
costs to manufacture, refurbish and upgrade the acquired equipment of
Simpco, the Company issued stock and debt instruments for the equity of
the previous owners of Simpco in equipment. Since the creation of PAR
Texas and PAR Oklahoma, the Company has used its operations and
experience from its initial entry into the field to develop what Company
management believes is a successful plan for continued operations. The
Company entered the market undercapitalized and under supplied, relative
to the needs of the then target industry. Upon industry entry, Company
management had contemplated a significant investment and negative cash
flow for the initial two years of operations while building a solid basis
for expansion in the future. The negative cash flow from operations of
PAR Texas and PAR Oklahoma for the past two years has exceeded Company
management's expectations and capital budgets, and though there is a
corresponding increase in equity of the Company, the operating cash
budget had significant shortfalls in the estimation of cash reserves
necessary for the refurbishment of equipment acquired in the Simpco
transaction. Company management is of the opinion that this was due to
an understatement of equipment refurbishment budget figures provided by
mid-management. Revenues from sales of pipe, tubulars, and equipment
were also over estimated by the same mid-level management. Though the
operating cash loss had an immediate negative effect on Company equity
position, these two year's operations have established a physical and
potential base of operations in both north Texas and northeast Oklahoma
that will potentially allow PAR Texas and PAR Oklahoma to generate
significant revenue in the pipe threading / testing industry and in the
environmental remediation business. This revenue figure assumes
successfully meeting the expansion funding requirements and operations
are re-instituted as planned by Company management.
With regard to the subsidiaries (collectively P & A Remediation and
Simpco), save and except for pending litigation, there are no known
trends, events or uncertainties that have or are reasonably likely to
have a material impact on our short-term or long-term liquidity, or on
our internal and external sources of liquidity. Likewise, there are no
material commitments for capital expenditures. There are no known
trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or
income from continuing suspended plugging and remediation operations.
Other than aforementioned pending litigation, there are no unforeseen
significant elements of income or loss that may arise from the Company's
continuing suspended operations. Any material changes from period to
period in one or more line items of the our financial statements could
be caused only by an unforeseen outcome to pending litigation with the
former owners of Simpco. There are no seasonal aspects that may have a
material effect on the financial condition or results of suspended
operations.
There has been no activity with the Company's proven oil & gas reserves
in Yankee. There is a significant uncertainty inherent to the oil & gas
production and development industry. The worldwide trend of increasing
crude oil and natural gas prices prompted Company management to
investigate numerous possible financing vehicles that may be required to
secure the equity infusion or long term financing necessary to develop
Yankee's assets. With the worldwide increase in the price of oil, there
has been renewed drilling and production activity in the areas of Texas
where the company has interests. This renewal of activity may create
unforeseen delays in the availability of subcontractors for all phases
of an oil & gas well drilling and development program. This delay could
cause financial difficulty and shortage of cash flow budgets that are
relied upon to profitably and efficiently develop the Company's asset.
Other than other historical industry and public information, Company
management is not aware of any known trends, events or uncertainties that
have or are reasonably likely to have a material impact on the Company's
short-term or long-term liquidity, or on our internal and external
sources of liquidity. We have no material commitments for capital
expenditures in Yankee. Other than historical and public information,
there are no known trends, events or uncertainties that have had or that
are reasonably expected to have a material impact on the net sales or
revenues or income from continuing operations without development of the
Company's oil & gas reserves. Should the Company be successful in
securing the financing necessary to fund the development of the oil & gas
reserves, there could be a significant element of income or loss that
could arise from our continuing operations. This significant element
would be a result of the Company being able to successfully develop to
production its proven oil & gas reserves, or disproving the reserves and
engineering premise of such with the drilling of dry holes that result in
no oil & gas production. The cause for such material changes from
period to period in one or more line items of our financial statements
would be the results of the Company's development drilling program.
Though the Texas seasons create moderate difficulty with any outside
operations, there are limited seasonal aspects that might have a material
effect on the financial condition or results of operation of the
development drilling program. No assurance can be given that Yankee
Development will successfully negotiate the funding of its development
program, generate any revenues, or achieve profitability from the
production of the proven developed reserves owned as of the date hereof,
or from oil and/or gas properties, if any, acquired in the future.
The Company has a significant stock investment in its internet
subsidiary, CCTech, and intends to develop a plan for internal growth
of its existing markets. With an effective January 1, 2000, acquisition
by the Company, the subsidiary has a stated purpose to provide services
to the consumers of the State of Hawaii with high speed Internet Access
for residence and business uses. With operations currently on the
islands of Oahu and Maui, CCTech has operated at a relative breakeven
position in comparison to its fiscal operations prior to acquisition by
the Company. Company management has made the decision to increase the
payroll burden on operations by providing for the payment of executive
salaries of the Honolulu office. This increase in operating expenses has
kept revenue from operations at a relatively flat growth curve. The
development of a nationwide marketing plan of a 'business to business'
division, and the expansion of the current operations to include
statewide operations and expanded broadband capabilities to handle DSL
customers is considered critical to continued success in the regional
internet service provider's operations. This expansion is contingent
upon the Company securing financing necessary to re-align and reorganize
Company infrastructure to expand its core business to the islands of
Kauai and the Big Island of Hawaii. There can be no assurance that the
Company can successfully secure financing necessary to make the expansion
to state-wide operations, that the market available for the core business
will continue, that the Company will be able to get new customers in newly
opened markets, that the Company will have the resources to provide
services if such markets are opened, and if it will be able to operate
them profitably.
The expansion of the Company's core business of dialup and DSL service to
previously un-served markets may have a profound effect on the internet
subsidiary's bottom line. A significant market share and volume increase
in operating revenue could require only incremental increases in
operating costs of the core infrastructure of the subsidiary's Honolulu
based main operations center. The reconfiguring and re-allocation of the
subsidiary's infrastructure will allow the expansion of the nationwide
'business to business' portal and to allow the expansion of local
business broad band development.
There are significant uncertainties inherent to the internet. However, in
the core business of the regional ISP operations of CCTech, there are no
known trends that have or are reasonably likely to have a material impact
on the small business issuer's short-term or long-term liquidity, or on
our internal and external sources of liquidity. Other than the need for
expansion for profitable operations, there are no known material
commitments for capital expenditures, or known trends, events or
uncertainties that have had or that are reasonably expected to have a
material impact on the net sales or revenues or income from continuing
operations. There are no known significant elements of income or loss
that do not arise from our continuing operations, and there are no
seasonal aspects that had a material effect on the financial condition
or results of operation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Company management does not know of any legal proceedings to which the
Company or its subsidiaries are parties or to which the property of any
of such companies is the subject which are pending, threatened or
contemplated, or of any unsatisfied judgments against the Company or its
subsidiaries except as described below.
PAR Texas with current trade accounts payable of approximately $199,500
is involved in some disputes on open accounts, a number of which have
resulted in suits on sworn account being filed in four counties in the
State of Texas. In each matter, PAR Texas has responded to the action
by the Movant with denial of their statements and claims against the
company and made other contacts to attempt a negotiated resolution.
Each of the matters has either been brought to judgment or is being
negotiated for a settlement as of the date hereof. The disputed account
balances total less than $50,000 and management does not believe the
disputes are likely to have a material adverse effect on the Company's
financial condition. The Company has accrued what it believes to be
amounts sufficient to properly reflect its liabilities in these cases.
Other than the above matters which are considered by Company management
to be routine litigation incidental to business, there are three other
known lawsuits as of the date of this report that the Company is involved
in. Two involve the former owners of Simpco, Inc., which the Company
purchased in January 1999.
In a suit filed in the United States District Court, Northern District
Oklahoma, on August 7, 2000, the former owners allege that the Company
and its officers violated applicable securities laws in the acquisition
of Simpco, Inc., and seek to return their 850,000 shares of the common
stock of the Company and the Company's $110,000 promissory note, in
return for payment of $940,000 by the Company, plus expenses, or damages
of $940,000 plus expenses and punitive damages. The matter is pending
before the Court. Management believes that this suit is without merit
and intends to defend the matter vigorously. On the Company's motion,
venue has been ordered changed to the Eastern District of Texas.
In a suit filed in the District Court of Nowata County, Oklahoma, on
August 7, 2000, one of the former owners of Simpco and and one other
former employee of the Company filed suit on the Company alleging
non-payment of wages and sub-contracted amounts of money due under an
alleged agreement with the Company. The matter is pending before the
Court. Management believes that this suit is without merit and intends
to defend the matter vigorously.
In a suit filed in the 393rd District Court of Denton County, Texas,
P & A Remediation and Simpco filed suit against six former employees
alleging violation of written employment agreements, wrongful dominion
and control over property of the company, direct or indirect competition
with the company in direct violation of their written employment
agreements, disclosed or used proprietary information and trade secrets
in direct violation of their written employment contracts, breach of
contract, conversion, tortuous interference, and civil conspiracy. The
company was granted an ex parte Temporary Restraining Order, that was
not converted to a Temporary Injunction. The matter is pending before
the Court. Management intends to vigorously prosecute this matter.
Item 2. Changes in Securities.
(a) There have been no material modifications to the instruments
defining the rights of the holders of any class of registered securities.
(b) There have been no material limitations or qualifications on the
rights evidenced by any class of registered securities by the issuance or
modification of any other class of securities.
(c) The Company continued a private placement offering for additional
funding. The Company issued 44,000 shares of common stock for $44,000
in cash received. At the balance sheet date, $500 in funds had been
received for additional stock, but the shares have not been issued,
pending receipt of certain documents. The amounts received are included
in stockholders' equity.
(d) The Company issued 1,750 shares of restricted common stock for the
payment of certain fees and 2,000 shares of restricted common stocl
to reduce debt.
Item 3. Defaults Upon Senior Securities
(a) There has been no material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material
default not cured within 30 days, with respect to any indebtedness of
the small business issuer exceeding 5 percent of the total assets of the
issuer.
(b) There is no material arrearage in the payment of dividends and there
has been no other material delinquency not cured within 30 days, with
respect to any class of preferred stock of the registrant which is
registered or which ranks prior to any class of registered securities,
or with respect to any class of preferred stock of any significant
subsidiary of the registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders held in Lewisville, Texas, on July
11, 2000, the shareholders, either in person or by proxy, elected the
current Board of Directors to their offices.
In other business for shareholder vote, the shareholders, either in
person of by proxy, ratified the appointment of David S. Hall, P. C.,
1660 South Stemmons, Suite 490, Lewisville, Texas 75067, as the
Company's auditors.
Item 5. Other Information.
(a) On September 6, 2000, the Board of Directors authorized the
corporation to initiate discussions with Sierra Brokerage Services,
Inc., of Columbus, Ohio, to enlist their sponsorship of the Com-
pany's application to list and trade its common stock on trading
mechanisms of NASD. Such application was made and approved for
listing on the OTC Bulletin Board by NASD staff on March 23, 2001.
Our common stock commenced trading on the electronic Bulletin Board
under the symbol "BTEC" on March 26, 2001. Under NASD rules, there
were no high and low closing bid quotations in the over-the-counter
market for the common stock, as reported by the single sponsoring
market maker during the period from March 23 through the first 30
days. Quotations would represent inter-dealer quotations, without
adjustment for retail markups, mark-downs or commissions, and may
not necessarily represent actual transactions.
As of March 31, 2001, according to Corporate Stock Transfer, our Trans-
fer agent, we had approximately 165 shareholders of record of our
7,807,607 outstanding shares of common stock.
(b) On September 20, 2000, the Company executed a contract with Neil
Rand d/b/a Corporate Imaging, 5800 West Glenn Drive, Suite 250,
Glendale, Arizona 85301, to be provided business management, public
and investor relations and other related corporate advisory services.
As compensation for his services, Neil Rand shall receive an initial
payment of fifty thousand (50,000) shares of common stock in the
Company, and a monthly payment of five thousand (5,000) shares for
his services. The monthly payment of shares will start upon NASD
approval of the listing of the Company's stock on a NASD venue. The
company is in the process of developing for filing a Form S-8 filing
for an approved issue of stock for its employees, consultants, and ven-
dors, through which the Company intends to fulfill its stock payment
obligations under the contract. By agreement with Corporate Imaging,
the balance of stock due under its contract will accrue until the SEC's
approval of the aformentioned stock issue, and the Company has the
authority to issue such common stock.
Item 6. Exhibits and Reports on Form 8-K.
None
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.
BASIC TECHNOLOGIES, INC.
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(Registrant)
Date May 14, 2001 By: /S/ BRYAN L. WALKER
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Bryan L. Walker
President & CEO