FORM 10-QSB/A - AMENDMENT #1 TO QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment #1 to Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment #1)
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended October 31, 2003
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number: 0-25024
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TITAN TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
NEW MEXICO 85-0206831
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3206 Candelaria Road NE, Albuquerque, NM 87107
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(Address of principal executive offices)
(505) 884-0272
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(Issuer's telephone number)
N/A
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(Former name, former address, and former three-months,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
section 13 of 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
The number of shares of the registrant's common stock outstanding as of
November 12, 2003 was: No Par Value Common 40,473,575
Transitional Small Business Format: Yes No X
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Titan Technologies, Inc.
BALANCE SHEET
October 31, 2003
UNAUDITED
ASSETS
Current Assets
Cash .................................................... $ 40,519
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Property and Equipment, at cost
Furniture and fixtures .................................. 3,076
Machinery ............................................... 7,706
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10,782
Less accumulated depreciation ........................... (9,473)
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Net property and equipment ......................... 1,309
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Other Assets .............................................. 609
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$ 42,437
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable ........................................ $ 2,797
Other accrued liabilities ............................... 5,106
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Total Current Liabilities ............................... 7,903
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Stockholders' Equity
Common stock - no par value; authorized,
50,000,000 shares; 40,296,141 shares
issued and 40,279,141 shares outstanding .............. 3,256,732
Treasury stock, 17,000 shares, at cost .................. --
Accumulated (deficit) ................................... (3,222,198)
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34,534
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$ 42,437
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See the accompanying notes to the financial statements.
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended October 31,
UNAUDITED
2003 2002
------------ ------------
REVENUES ............................... $ -- $ --
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COSTS AND EXPENSES
General and administrative ........... 67,933 43,961
Outside services ..................... 865 9,000
Depreciation ......................... 183 177
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68,981 53,138
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Net (Loss) Before Other Income (Expense) (68,981) (53,138)
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(Loss) before income taxes ........... (68,981) (53,138)
Provision for income taxes ........... -- --
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Net (Loss) ........................... $ (68,981) $ (53,138)
============ ============
Weighted average common shares
outstanding-Basic and diluted ...... 40,187,130 37,778,226
============ ============
Basic and diluted (loss)
per common share ................... $ (0.00) $ (0.00)
============ ============
See the accompanying notes to the financial statements.
Titan Technologies, Inc.
STATEMENTS OF CASH FLOWS
For the Three Months Ended October 31,
UNAUDITED
2003 2002
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Cash flows from operating activities
Net cash (used in) operating activities ........ $ (98,610) $ (42,966)
Cash flows from investing activities
Net cash provided by investing activities ...... -- --
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Cash flows from financing activities
Proceeds from sale of common stock ............. 27,250 33,500
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Net cash provided by financing activities ........ 27,250 33,500
Net decrease in cash ........................... (71,360) (9,466)
Cash at beginning of period .................... 111,879 12,728
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Cash at end of period .......................... $ 40,519 $ 3,262
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See the accompanying notes to the financial statements.
Titan Technologies, Inc.
Notes to Financial Statements
October 31, 2003
Unaudited
Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information. They do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year. For further information, refer to the consolidated financial
statements and notes thereto, included in the Company's Form 10-KSB as of and
for the two years ended July 31, 2003.
Note 2. Earnings Per Share
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During the periods presented, common stock equivalents were not
considered, as their effect would be anti-dilutive.
Note 3. Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced losses from operations as a result of its
investment necessary to achieve its operating plan, which is long-range in
nature. For the three months ended October 31, 2003 the Company incurred a net
loss of $68,981.
The Company's ability to continue as a going concern is contingent upon its
ability to secure financing and attain profitable operations. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered in a highly
regulated industry.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
Note 4. Stockholders' Equity
During the period ended October 31, 2003 the company sold 140,000 shares of
common stock for cash proceeds aggregating $27,250.
Note 5. Licensing Agreement
On February 20, 2003 the Company entered into a license agreement for
technology related to tire recycling covering the following territories; the
State of Texas, Austria, and Brazil. The Agreement called for payments
aggregating $1,000,000. In addition, the company was entitled to a production
royalty of $4 per ton on tires processed.
On June 4, 2003 the terms of the agreement were modified. Under the terms of
the modified license agreement the Company is to receive payments aggregating
$2,000,000, $10,000 of which was received as of April 30, 2003; $990,000 of
which will be paid upon the licensor reaching certain construction milestones;
and $1,000,000 of which will be paid as production royalties.
As an enticement to enter into the license agreement the Company will grant the
licensee a 5-year stock purchase license or 1,000,000 shares of common stock at
$0.30 per share upon the licensee remitting a payment aggregating $330,000 to
the Company from achieving certain construction milestones. As of the date of
this report the construction milestones have not been met and the warrant had
not been granted.
Note 6. Subsequent event
Subsequent to October 31, 2003 the Company issued 177,334 shares of common
stock for cash at $0.15 per share of $26,600.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
As a result of activities by management, expenses increased $15,843 to $68,981
for the three months ended October 31, 2003 compared to the three months ended
October 31, 2002 primarily due to the increase in wages and legal and accounting
expenses.
With respect to existing plants constructed in Korea (not currently operating
because of financial failure of parent companies unrelated to the Company's
technology) and Taiwan (not currently operating because of the unavailability of
tires) using the Company's technology, no licensing fees or royalties have been
received by the Company. The Company is optimistic that royalties will be
received in the future from the operator/sub-licensee of the Taiwan plant, if it
should begin to operate again, but there can be no assurance that this will
occur or what the amounts will be.
In recent months, the Company has been concentrating its efforts on licensing
its technology in the United States because it believes that its tire recycling
technology has been proven at commercial scale through operation of the Asian
plants. Current discussions with prospective U.S. licensees involve payment of
an up-front licensing fee and on-going production royalties on a negotiated
basis, depending on the scope of the licensing agreement. Joint venture
arrangements in which the Company would be involved in operation of plants are
also under consideration. The Company is optimistic that recent results in
producing readily marketable activated carbon from tire derived carbon black
enhances the probability that one or more U.S. plants will be build using the
Company's technology, but there can be no assurance that the Company will be
successful in its U.S. licensing or joint venture effort or, if successful, what
the amount of the up-front payment or production royalties will be.
Financial Condition
The Company's liquidity decreased in the three months October 31, 2003 as cash
decreased by $71,360 since July 31, 2003. Operations used $98,610 compared to
the same period of the prior year in which operations used $42,966. Proceeds
from the sale of common stock were $27,250 during the three months ended October
31, 2003 compared to $33,500 for the same period in 2002.
Management has taken the following steps in the past and will consider taking
them again, if necessary, to address the financial and operating condition of
the Company which it believes will be sufficient to provide the Company with the
ability to continue in existence.
Improve marketing efforts for recycling plants and bring plastics
recycling technology to a marketable product.
Reduce operating and administrative expenses, and issue stock and notes
payable where possible for payment of expenses.
Defer payment of officer salaries if required.
Management believes that these steps, if taken, will allow the Registrant to
continue as a going concern together with results of on going efforts to raise
working capital through licensing agreements, joint ventures or sales of
additional equity securities in private placements. However, there are
significant risks associated with the registrant's business development and
there can be no assurance that its efforts will be successful or that it will be
able to raise sufficient working capital to survive as a going concern.
ITEM 3. CONTROLS AND PROCEDURES
The Company's principal executive and financial officer has evaluated the
effectiveness of the Company's disclosure and procedures (as defined in Exchange
Act Rules 13a-14c and 15d-14c) as of a date within 90 days of the filing date
(the ""Evaluation Date"") of this quarterly report, and has concluded that as of
the Evaluation Date, the Company's disclosure controls were adequate, effective
and ensure that material information relating to the Company would be made known
to him timely by others within the entity.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect the company's disclosure controls
and procedures subsequent to the Evaluation nor were there any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective action was taken.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
At the date of this report there are no known legal proceedings pending or
judgments against the Registrant or against any director or officer of the
Registrant in their capacity as such.
Item 2. Changes in Securities
During the three months ended October 31, 2003 the Company sold common stock to
two investors, each qualifying as an accredited investor within the meaning of
Rule 501(a). The following table illustrates the dates of the transaction, the
number of shares and the proceeds from the sale.
Date Shares Issued Cash Received
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10/02/03 125,000 $25,000
10/31/03 15,000 2,250
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140,000 $27,250
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We relied on Section 4(2) of the Securities Act of 1933 for exemption from the
registration requirements of the Securities Act. Each investor was furnished
with information concerning our formation and operations, and had the
opportunity to verify the information supplied and ask questions of Management.
Additionally, we obtained a representation from each of the acquiring persons
representing the intent to acquire the securities for the purpose of investment
only, and not with a view toward the subsequent distribution thereof. Each of
the certificates representing the common stock carry a legend restricting
transfer of the securities represented.
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
Amended Exhibit 31, Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, attached.
Amended Exhibit 32, Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached.
(b) Reports on Form 8-K. State whether any reports on Form 8-K have
been filed during the quarter for which this report is filed, listing the items
reported, any financial statements files, and the dates of any such reports.
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TITAN TECHNOLOGIES, INC.
May 13, 2004 Ronald L. Wilder
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Ronald L. Wilder, President, Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer.