U.S. 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 June 30, 2002
[ ] Transition Report Under Section 13 Or 15(D) Of The Exchange Act
For the transition period from ____________ to ____________
Commission File No. 0-31507
PRECOM TECHNOLOGY, INC.
(Name of Small Business Issuer in Its Charter)
Florida 06-1588136
State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
No.)
2255 Glades Road, Suite 324A, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 988-2610
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 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 _______
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of August 15,
2002, the Company had 46,804,131 shares of Common Stock, $0.001 par
value, outstanding and 1,000,000 shares of convertible preferred stock
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X__
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
BASIS OF PRESENTATION
As used herein, the term "Company" refers to Precom Technology, Inc., a
Delaware corporation, unless otherwise indicated. The accompanying
unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and item 310 under
subpart A of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The accompanying
statements should be read in conjunction with the audited financial
statements for the year ended December 31, 2001, which are included in
our Form 10-KSB filed with the Securities and Exchange Commission
("SEC") on April 15, 2002. In the opinion of management, all
adjustments (consisting only of normal occurring accruals) considered
necessary in order to make the financial statements not misleading,
have been included. Operating results for the six months ended June,
2002 are not necessarily indicative of results that may be expected for
the year ending December 31, 2002. The financial statements are
presented on the accrual basis.
Precom Technology, Inc.
Balance Sheets June 2002
And June 2001
Jun 30, 2002 Jun 30, 2001
ASSETS
Current Assets
Cash and Cash equivalents 7,472 -
Other Current Assets 180,212 -
Total Current Assets 187,684 0
TOTAL ASSETS 187,684 0
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable 63,964 102,803
Notes Payable 73,292 0
Total Liabilities 137,256 102,803
Equity
Common Stock 46,804 2,121
Par value $.001 per share
Authorized 50,000,000 shares
Issued and Outstanding 46,804,131
Preferred Stock
Par value $.001 per share
Authorized 10,000,000 shares
Issued and Outstanding 1,000,000 1,000 0
Paid in Capital in excess
of par value stock 480,286 363,242
Retained Earnings -482,185 -468,166
Current Income 4,522 0
Total Equity 50,427 -102,803
TOTAL LIABILITIES & EQUITY 187,684 -102,803
Precom Technology, Inc.
Statement of Operations
For Three Months Ended June 30, 2002
Three Months Ended Three Months Ended
June 30, 2002 June 30, 2001
Income 38,144 0
Ordinary Income/Expense
Expense
Administrative & General Exps 14,318 9,444
Legal & Professional 8,844
Office Expense 471
Office Rent 9,989
Development costs
Total Expense 33,622 9,444
Net Ordinary Income 4,522 -9,444
Net loss per share basic and diluted (0.000) (0.004)
Weighted average number
of shared outstanding 46,804,131 2,120,850
Precom Technology, Inc.
Statement of Stockholders' Surplus
For the Period April 1, 2002 through June 30, 2002
Preferred Stock Common Stock PIC in excess Deficit Total
Shares Amount Shares Amount of Par Value Accumulated
Mar-02 2,120,820 2,121 363,242 (482,185) (116,822)
Shares Issued
during quarter
Ending 6/30/02 1,000,000 1,000 - - 1,000
44,683,311 44,683 117,044 4,522 166,249
Total 1,000,000 1,000 46,804,131 46,804 480,286 (477,663) 50,427
Precom Technology, Inc.
Statements of Cash Flow
For Three Months
Ended June 30, 2001
And
June 30, 2002
Three Months Three Months
Ending June 30, 2002 Ending June 30, 2001
Cash at Beginning of Period 0 0
Cash Flows from Operating Activities (65,820) -
Cash Flows from Financing Activities 73,292 -
Net Cash at end of Period 7,472 -
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FORWARD-LOOKING STATEMENTS
- --------------------------
Forward-looking statements, based on management's current views and
assumptions, are made throughout this Form 10-QSB. These statements,
including consolidated pro forma financial statements, are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and those presently anticipated or projected. Among
the factors that may affect operating results are the following: success of
the Company's change in focus, competitive environment, limited capital
resources and general economic conditions.
OVERVIEW
- ---------
On February 25, 2002, we entered into a Share Exchange Agreement with CGI
International Holdings, Inc., a Delaware corporation, ("CGI"), and its
shareholders. We reported this transaction in an 8-K filed with the SEC on
March 26, 2002 and attached a copy of the Share Exchange Agreement as Exhibit
1 to the 8-K. On April 9, 2002, we decided to rescind that Share Exchange
Agreement and to proceed with a simpler transaction that could be
accomplished immediately and with a better result for our shareholders.
Under the new transaction, CGI agreed to purchase 40 million shares of our
common stock for a capital investment in the Company equal to $2,000,000.
Please refer to our Form 10-KSB filed with the SEC April 15, 2002 for further
discussion of the share acquisition. A copy of the Subscription Agreement
dated April 9, 2002 is attached as Exhibit 10.1 to our Form 10-KSB filed with
the SEC on April 15, 2002. The Subscription Agreement was satisfied by a
secured promissory note from CGI, payable within six months. On July 22,
2002, CGI transferred the shares, subject to the promissory note, to
International Financial Concierge Services, Inc., ("IFCS") which now owns the
shares.
On May 26, 2002, we entered into a Share Exchange Agreement with CGI,
Saddleback Financial Corporation, a Delaware corporation ("Saddleback"),
Leaseco Holding, Inc., an Illinois corporation and Merchants Capital
Corporation for the acquisition of the assets related to the equipment
leasing business of Saddleback, which is based in Orange, California
("Saddleback Acquisition"). For further information please refer to our Form
8-K filed with the SEC on June 19, 2002, disclosing our acquisition of the
assets of Saddleback Finance, Inc. The share exchange partially closed as of
June 1, 2002 and the tangible assets of the leasing business were transferred
to Saddleback Finance, Inc. ("SFI"), a new subsidiary of the Company
incorporated on May 26, 2002 for that purpose. During June, SFI relocated
the offices of the business to new offices in Anaheim. CA due to the failure
of the old business to pay rent due to its landlord. Over the next six
weeks, SFI began operations of the business, although the steps necessary to
complete the Share Exchange Agreement had not yet been completed and no
shares of the Company's stock had been issued as the consideration for the
transaction. As a result of the continuing due diligence and actual
operating results differing significantly than the represented results, on
August 15, 2002, SFI and the Company rescinded the Share Exchange Agreement,
closed the operations in Anaheim, CA and advised the seller that the business
had been closed. No response was received from the seller.
RESULTS OF OPERATIONS
- ---------------------
The Company had no operations in the first quarter of 2002 and its sole
business model since early 2000 has been to identify, acquire or merge with a
viable business operation. Management made numerous efforts to pursue the
Company's original business plan and to raise capital to operate the
business. Unfortunately the equity markets underwent significant turmoil and
uncertainty over the past two years. As a result, our ambitious plans for a
capital-intensive business were unsuccessful and our capital needs could not
be realized. Accordingly we abandoned our original business plan and began
to look for potential acquisition candidates. These factors raised doubt as
to our ability to continue as a going concern and our auditors included a
going concern warning in their audit report for the year ended December 31,
2001, as reported on our 10-K filed with the SEC on April 15, 2002.
Management's plans to eliminate the going concern situation included but were
not limited to seeking a merger or acquisition candidate. A mature and
businesslike evaluation of our affairs required the consideration of the
foreseeable possibility of business failure. Accordingly, a reverse
acquisition transaction or other merger transaction became a possible and
foreseeable solution.
In early January 2001, we had received an offer from GroupNow, Inc. dated
November 1, 2000 to acquire a controlling interest in our company. On or
about March 5, 2001, we contacted GroupNow, Inc., to follow up on their
progress and to consider an opportunity to be acquired by our Company. After
the discussions with Information Technology, Inc., we re-opened discussions
with GroupNow. We entered into a Stock Exchange Agreement with GroupNow Inc.
on June 4, 2001 and commenced the necessary due diligence and SEC disclosure
process. In our Form 10Q for the Third Quarter of 2001, filed with the SEC
on November 14, 2001, we announced that the proposed transaction with
GroupNow Inc. had been called off due to extenuating circumstances. We then
began to search for a more suitable acquisition partner. Negotiations
between CGI and the Company began in early February, 2002 and resulted in the
execution of a Share Exchange Agreement between CGI and its shareholders and
the Company dated February 25, 2002. A copy of the Share Exchange Agreement
was included in the Form 8-K reporting the agreement filed with the SEC on
March 26, 2002. Subsequently, we decided to rescind that Agreement and
entered into a Subscription Agreement with CGI on April 9, 2002, under which
CGI agreed to subscribe for 40,000,000 shares of our common stock in return
for a promissory note, secured by the stock, for $2,000,000. This
transaction, and a copy of the Subscription Agreement and Promissory Note,
were reported on Form 10-KSB, filed with the SEC on April 15, 2002. On July
26, 2002, the shares acquired by CGI and the promissory note were acquired by
IFCS, a Florida corporation.
From June 1, 2002 until August 15, 2002, the Company, through its wholly-
owned subsidiary SFI, operated an equipment leasing business in Anaheim, CA.
Due to misrepresentations regarding the assets, prospects and work in process
of the acquired business, the equipment leasing business of SFI was closed on
August 15, 2002, and the tangible assets were liquidated to pay debts of the
business. The Company continues its own equipment leasing business for its
existing client base and is actively searching for new acquisitions in the
equipment leasing industry, which the company considers to be a viable,
growing market segment. The results of the Company's financial activity for
the quarter ending June 30, 2002 have been adjusted to reflect the closing of
the business on July 26, 2002, although the actual closing occurred after the
end of the quarter.
The Company incurred general and administrative expenses of $33,622
during the second quarter of 2002, resulting in a gain the quarter of
$4,522 and a cumulative gain of $4,522. In addition, as of the
most recent quarter ending June 30, 2002, we have incurred cumulative net
losses of $477,663 from inception.
Currently the Company does not have sufficient resources to meet the
Company's cash requirements. The Company is current seeking to raise
additional capital through various vehicles including but not limited to
acquisitions of other business concerns, private stock placements, or public
offerings.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not currently engaged in any legal proceedings and no legal
proceedings are currently threatened against the Company.
Robert Hipple, CEO of the Company, Rodney Read, COO, and Drew Roberts, CFO,
acting as officers of CGI, the former majority shareholder of the Company,
were named as defendants in an action entitled David K. Broadbent, as
Receiver, et al. vs. CGI International Holdings, Inc. et al filed March 21,
2002 in the United States District Court for the District of Utah, Central
Division, Civil Action No. 2:02-C-230. Neither the Company nor its majority
shareholder, IFCS, are named in or are parties to the action, and had no
involvement in any matter alleged in the action. In the action, the Receiver
is seeking to ascertain whether any assets of a now defunct corporation by
which all the three individuals had been employed prior to October 15, 2001
(Mr. Roberts until December 31, 2001) were acquired by CGI when it was formed
on January 24, 2002. The old company, which ceased all active business prior
to the end of 2001, is the subject of an SEC civil enforcement action, along
with its individual owner and several related entities and persons, none of
whom were ever employed by or affiliated with CGI. The SEC action against the
old company was commenced on January 15, 2002 (prior to the formation of CGI)
and all of the business and assets of the old company were frozen by the SEC
at that time. The Receiver was later appointed on January 23, 2002 at the
request of the SEC to identify and gather the assets of the old company for
the benefit of its creditors. Based on a review of the pleadings and other
documents filed in the Receiver action, no liability is expected to result
from this action on the part of CGI, or any of the named individuals, because
no assets or other property of the old company are held by CGI, or any of the
named individuals. Motions to Dismiss the claims against CGI and the named
individuals for failure to state a cause of action, or for judgment on the
pleadings, have been filed in the Receiver's action and are currently pending
with the Court.
Item 2. Changes in Securities.
On February 25, 2002, we entered into a Share Exchange Agreement with CGI,
and its shareholders. We reported this transaction in an 8-K filed with the
SEC on March 26, 2002 and attached a copy of the Share Exchange Agreement as
Exhibit 1 to the 8-K. On April 9, 2002, we decided to rescind that Share
Exchange Agreement and to proceed with a simpler transaction that could be
accomplished immediately and with a better result for our shareholders. Under
the new transaction, CGI agreed to purchase 40 million shares of our common
stock for a capital investment in the Company equal to $2,000,000 (the
"Subscription Agreement). Please refer to the Company's Form 10-KSB filed
with the SEC on April 15, 2002 for further discussion of the Subscription
Agreement. On July 26, 2002, IFCS acquired the shares issued to CGI and
assumed the obligation under the promissory note secured by the shares, and
IFCS remains as the majority shareholder of the Company.
Effective April 16, 2002, the Company issued 1,000,000 warrants to Greenwich
Financial Group. Please refer to Item 5 for further discussion of the Warrant
Agreement.
On April 12, 2002, the Company entered into a subscription agreement with
Dana Hipple, wife of Robert Hipple, President, CEO and Chairman of the
Company, whereby the Company issued 2,030,811 shares of the Company's common
stock for $101,540.55. The proceeds from this subscription were used by the
Company for payroll and other operating expenses.
Saddleback Acquisition
Pursuant to the Saddleback Acquisition, the Company agreed to issue 1,000,000
shares of non-voting, non-cumulative shares of Class B Preferred Stock to
Saddleback Financial Corporation for its assets other than tangible assets.
The Preferred Stock to be issued would be subject to conversion into
additional common shares in one year, having a value of $2.5 million, based
on the market closing price at that time. The preferred shares were not
issued because all of the conditions to closing the transaction were not met.
In view of the rescission of the acquisition effective August 15, 2002, these
preferred shares will not be issued. As part of the Share Exchange Agreement,
the Company also agreed to issue 500,000 shares of its common stock pursuant
to a Consulting Services Agreement, dated June 3, 2002, between the Company
and Lee C. Summers, Trustee for Merchants Capital and Yasar Samarah (the
"Consulting Agreement"). The 500,000 shares were included in an S-8
registration statement filed July 3, 2002. A copy of the Consulting
Agreement is attached as Exhibit 1 to the S-8. The Consulting Agreement also
has been terminated, effective August 15, 2002, as part of the rescission of
the Share Exchange Agreement. No services were performed under the
Consulting agreement.
Acquisition of Interest in Venture Fund
Effective June 30, 2002, the Company subscribed for a limited partnership
interest in the Prospect Private Equity Fund. The Subscription Agreement, a
copy of which is attached as Exhibit 10.3, was for a $10 million interest in
the Fund, and was satisfied with the issuance to the Fund of 1,000,000 shares
of Series B convertible preferred stock of the Company. The Series B
preferred stock is convertible into common shares having a value of $10
million based on the average trading price of the Company's common shares at
the time of conversion. A copy of the Series B Preferred Stock Statement of
Rights and Preferences is attached as Exhibit 4.1.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other information.
The Company has agreed to honor and complete certain agreements and
conditions that were contemplated under the rescinded Share Exchange
Agreement. The following are the related transactions the Company has
entered into:
The Company has issued warrants to Greenwich Financial Group ("GFG") to
purchase 1,000,000 shares of the Company's common stock at $2.00 per share
for a period of three (3) years from ????. A copy of the Warrant Agreement
with GFG is attached as Exhibit 10.1 to the Company's 10-QSB to the period
ending March 30, 2002.
The Company also agreed to issue a total of 3,850,000 restricted shares of
the Company's common stock to GFG (the GFG Shares") as part of the
acquisition of a controlling interest in the Company by CGI, in which CGC
acted as a consultant to the Company. Issuance of the GFG Shares is as
follows:
100,000 of the GFG Shares have been included in the Company's
registration statement on Form S-8 filed with the SEC May 8, 2002 (the
"S-8"). 50,000 of these shares were issued each to Nicholas M. Calapa,
director of the Company and Bruce Keller, former director of the
Company, pursuant to separate consulting agreements with Messrs. Calapa
and Keller. Copies of the consulting agreements are attached as
Exhibits 4.2 and 4.3 to the S-8.
1,350,000 of the GFG Shares are subject to a Lock-up Agreement
effective May 8, 2002 (the "Lock-up Agreement") between GFG and the
Company. The Lock-up Agreement provides for the release of the subject
shares for sale at the rate of 15% per month (210,000 shares) once the
subject shares become free trading as a result of an effective
registration of the subject shares and elimination of any transfer
restrictions. A copy of the Lock-up Agreement is attached as Exhibit
10.2 to the Company's 10-QSB to the period ending March 30, 2002. The
Company has agreed to include the 1,350,000 shares on a Form SB-2 which
the Company intends to use its best efforts to file with the SEC by
September 15, 2002.
2,400,000 of the GFG Shares will remain restricted shares.
The Company issued 1,250,000 shares of its common stock each to Randall
Letcavage and Rosemary Nguyen, principals of iCapital Corporation, pursuant
to a Financial Consulting Services Agreement dated April 17, 2002, between
the Company and Randall Letcavage and Rosemary Nguyen (the "Financial
Consulting Agreement"). These 2,500,000 shares are included in the S-8
registration statement filed May 8, 2002. A copy of the Financial Consulting
Agreement is attached as Exhibit 4.1 to the S-8.
Item 6. Exhibits and reports on Form 8-K
Exhibits. Exhibits that are required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits on page 13 of this Form
10-QSB, and are incorporated herein by this reference.
Reports on Form 8-K. The Company filed one report on Form 8-K during the
quarter for which this report is filed:
On June 19, 2002, the Company filed a Form 8-K disclosing the Company's
acquisition of Saddleback Finance, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this 10-QSB report to be
signed on its behalf by the undersigned thereunto duly authorized.
Precom Technology, Inc.,
a Florida corporation
By:
- -----/s/Robert J. Hipple----
Robert J. Hipple
President and CEO
DATED: August 19, 2002
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. DESCRIPTION
3.1 * Articles of Incorporation, as amended,
incorporated by reference to the Registrant's
Form 8-K12g3, filed on September 12, 2000.
3.2 * Bylaws, as amended, incorporated by reference
to the Registrant's Form 8-K12g3, filed on
September 12, 2000.
4.1 30 Series B Preferred Stock Statement of Rights
and Preferences
10.1 * Warrant Agreement with Greenwich Financial
Group effective May 8, 2002.
10.2 * Registration and Lock-up Agreement between the
Company and Greenwich Financial Group,
effective May 8, 2002.
10.3.1 14 Subscription Agreement for Prospect Private
Equity Fund
99.1 33 Certification of Chief Executive Officer
99.2 34 Certification of Chief Financial Officer
* Previously filed as indicated and incorporated herein by reference from
the referenced filings previously made by the Company.
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