UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 December 31, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-31685
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MCC TECHNOLOGIES, INC.
----------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-045-4570
- ------ -----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
122 PILLING ROAD, GIBSONS, BRITISH COLUMBIA, CANADA V0N 1V0
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(Address of principal executive offices)
(604) 922-1972
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(Issuer's telephone number)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
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: 3,000,000 common shares issued and
outstanding, as of January 15, 2001
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Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
1
PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MCC Technologies, Inc. is a software development company seeking to acquire or
develop interactive voice response software and multimedia automated information
software. Our corporate and head offices are located at 122 Pilling Road,
Gibsons, British Columbia, Canada V0N 1V0. The telephone number is (604)922-1972
and the facsimile number is (604) 886-8824.
Our financial statements are stated in United States Dollars (US$)and are
prepared in accordance with United States Generally Accepted Accounting
Principles. All references to "CDN$" refer to Canadian Dollars and all
references to common shares refer to the common shares in the capital stock of
the company.
2
KEITH MARGETSON Chartered Accountant an incorporated professional
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P. O. Box 45 Telephone: (604) 885-2810
5588 Inlet Avenue Toll free: 883-2807
Sechelt BC Fax: 885-2834
V0N 3A0 Cellular: 220-7704
To the Board of Directors of
MCC Technologies, Inc.
(A Development Stage Company)
REVIEW ENGAGEMENT REPORT
I have reviewed the revised balance sheet of MCC Technologies, Inc. (A
Development Stage Company) as at June 30, 2000, March 31, 1999 and March 31,
1998 and the revised related statements of operations, stockholders' equity and
cash flows for the nine month period ended December 31, 2000 and the two years
ended March 31, 2000 and March 31, 1999. My review was made in accordance with
generally accepted standards for review engagements and accordingly consisted
primarily of enquiry analytical procedures and discussion related to information
supplied to me by the Company.
A review does not constitute an audit and consequently I do not express an audit
opinion on these financial statements.
Based on my review nothing has come to my attention that causes me to believe
that these financial statements are not, in all material respects, in accordance
with generally accepted American accounting principles.
"Keith R. Margetson"
CHARTERED ACCOUNTANT
Sechelt BC
June 4,2001
3
MCC TECHNOLOGIES, INC.
(A Development Stage Company)
REVISED INTERIM FINANCIAL STATEMENTS
(Unaudited)
FOR THE PERIOD FROM DATE OF INCEPTION (FEBRUARY 26, 1998)
TO DECEMBER 31, 2000
(Expressed in U.S. Dollars)
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Balance Sheet
Statement of Changes in Stockholders' Equity
Statement of Operations and Accumulated Deficit
Statement of Cash Flows
Notes to the Financial Statements
4
FINANCIAL STATEMENTS
REVISED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For The Period From Inception to December 31,2000
REVISED INTERIM STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
REVISED INTERIM STATEMENT OF CASH FLOWS
5
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MCC TECHNOLOGIES, INC.
(A Development Stage Company)
REVISED INTERIM BALANCE SHEET
(Unaudited)
December 31, 2000
(Expressed in U.S. dollars)
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December 31 March 31 March 31
2000 2000 1999
REVISED INTERIM FINANCIAL STATEMENTS
ASSETS
Current
Cash in bank or on hand $ 50 $ 6,730 $ 7,500
Other
Licence agreement - 5,000 -
------------- -------------- ------------
TOTAL ASSETS $ 50 $ 11,730 $ 7,500
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 6,760 $ 750 $ 200
Shareholder loan, without interest or stated
terms of repayment 25,425 5,832 -
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32,185 6,582 200
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Stockholders' Equity
Common stock
100,000,000 Common shares authorized with
$.001 par value
3,000,000 Shares issued and outstanding 3,000 3,000 3,000
Additional paid in capital 4,500 4,500 4,500
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NOTES TO THE REVISED INTERIM FINANCIAL STATEMENTS 7,500 7,500 7,500
Deficit accumulated during the development stage (39,635) (2,352) (200)
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(32,135) 5,148 7,300
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 50 $ 11,730 $ 7,500
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The accompanying notes are an integral
part of the financial statements
6
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MCC TECHNOLOGIES, INC.
(A Development Stage Company)
REVISED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
For The Period From Inception to December 31,2000
(Expressed in U.S. dollars)
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Additional
Common Stock Paid - in Accumulated
Shares Amount Capital Deficit Total
Balance, February 26, 1998
(Date of inception) - $ - $ - $ - $ -
Issuance of stock at $.0025
per share for cash 3,000,000 3,000 4,500 - 7,500
Net loss for the year - - - (100) (100)
---------------- --------------- ---------------- ---------------- ----------------
Balance, March 31, 1998 3,000,000 3,000 4,500 (100) 7,400
Net loss for the year - - - (100) (100)
---------------- --------------- ---------------- ---------------- ----------------
Balance, March 31, 1999 3,000,000 3,000 4,500 (200) 7,300
Net loss for the year - - - (2,152) (2,152)
---------------- --------------- ---------------- ---------------- ----------------
Balance, March 31, 2000 3,000,000 3,000 4,500 (2,352) 5,148
Net loss for the period - - - (37,283) (37,283)
---------------- --------------- ---------------- ---------------- ----------------
Balance, June 30, 2000 3,000,000 $ 3,000 $ 4,500 $ (39,635) $ (32,135)
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The accompanying notes are an integral
part of the financial statements
7
MCC TECHNOLOGIES, INC.
(A Development Stage Company)
REVISED INTERIM STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
For the Period From Inception (February 26, 1998) To December 31, 2000
and For the Period Ended December 31, 2000 and the Years
Ended March 31, 1999 and 2000
(Expressed in U.S. dollars)
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9 Months Year Year Accumulated
Ended Ended Ended Feb 26, 1998
Dec 31 March 31 March 31 To
2000 2000 1999 Dec 31, 2000
Revenue $ - $ - $ - $ -
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Expenses
Filing fees 500 632 100 1,332
Licence agreement expense 5,000 5,000
Software development 18,132 18,132
Professional fees 13,651 1,520 - 15,171
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Net Loss 37,283 2,152 100 39,635
Accumulated Deficit,
Beginning of Period 2,352 200 100 -
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Accumulated Deficit,
End of Period $ 39,635 $ 2,352 $ 200 $ 39,635
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Net Loss Per Common Share $ 0.0132 $ 0.0008 $ 0.0001 $ 0.0132
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Weighted Average Number of
Common Shares Outstanding 3,000,000 3,000,000 3,000,000 3,000,000
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The accompanying notes are an integral
part of the financial statements
8
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MCC TECHNOLOGIES, INC.
(A Development Stage Company)
REVISED INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
For the Period From Inception (February 26, 1998) To December 31, 2000
and For the Period Ended December 31, 2000 and the
Years Ended March 31, 1999 and 2000
(Expressed in U.S. dollars)
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9 months Year Year Accumulated
Ended Ended Ended Feb 26, 1998
December 31 March 31 March 31 To
2000 2000 1999 June 30, 2000
Cash Flows to Operating Activities
Net loss for the period $ (37,283) $ (2,152) $ (100) $ (39,635)
Non-cash expense 5,000 5,000
Non-cash working capital items 25,603 6,382 100 32,185
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(6,680) 4,230 - (2,450)
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Cash Flows from Investing Activities
Licence agreement - (5,000) - (5,000)
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Cash Flows from Financing Activities
Common Stock - - - 7,500
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Net Change in Cash (6,680) (770) - 50
Cash, Beginning of Period 6,730 7,500 7,500 -
--------------- ---------------- ---------------- ----------------
Cash, End of Period $ 50 $ 6,730 $ 7,500 $ 50
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The accompanying notes are an integral
part of the financial statements
9
MCC TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE REVISED INTERIM FINANCIAL STATEMENTS
(Unaudited)
December 31, 2000
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1. Development Stage Company
MCC Technologies, Inc. herein "the Company" was incorporated on February
26, 1998 pursuant to the laws of the State of Nevada.
The Company is a development stage company specializing in software
development in interactive voice response (IVR) technology, targeted at
public transit, public paratransit and public utilities.
In a development stage company, management devotes most of its
activities to establishing a new business. Planned principal activities
have not yet produced significant revenue. The ability of the Company to
emerge from the development stage with respect to its planned principal
business activity is dependent upon its successful efforts to raise
additional equity financing and to develop and market its technology.
2. Summary of Significant Accounting Policies
(a) Year end
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The Company's fiscal year end is March 31.
(b) Use of estimates
---------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and
expenditures during the period. Actual results may differ from those
estimates.
(c) Financial instruments
--------------------------
The Company's financial instruments consist of cash which approximates
carrying value.
(d) Foreign Exchange
---------------------
All of the Company's transactions have been in U.S. currency. The
Company's anticipated market is the US. Therefore, the Company's
exposure to foreign currency exchange risks is currently considered
minimal.
(e) Income Taxes
-----------------
Since the Company is in its development stage and has no income, no
income tax expense is reported on the financial statements.
10
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MCC TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE REVISED INTERIM FINANCIAL STATEMENTS
(Unaudited)
December 31, 2000
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3. Common Stock Transactions
The Company was incorporated with authorized capital of 25,000 shares of
common stock, no par value. On March 3, 1998 the Company issued 30,000
shares for cash. On February 28, 2000 the Company approved a forward
split of 100 for 1 of the issued and outstanding shares. At the same
time the Articles of Incorporation were amended to increase the
authorized capital stock to 100,000,000 shares with a par value of
$.001. These financial statements give retroactive affect to the stock
split from date of inception.
4. Licence Agreement and related party transaction
On March 1, 2000 the Company entered into a software licensing agreement
with an officer, director and shareholder to develop, market, sell and
support IVR computer software. On October 15, 2000 the company
exercized its right of cancellation and the agreement has been
terminated effective October 29, 2000.
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ITEM 2. PLAN OF OPERATION.
There have been significant material developments since we filed our Form 10-SB
Registration Statement on October 4, 2000 and our Form 10-QSB Quarterly Report
on November 14, 2000. Specifically, our business plan has been to acquire or
develop interactive voice response ("IVR") software and multimedia automated
information software. On March 1, 2000, we entered into a non-exclusive license
(the "License Agreement") with Peter Thomson, one of our officers, directors and
principal shareholders, to develop, market, sell and support multimedia
automated traveller information software. On or about October 15, 2000, we
provided notice that we were cancelling the License Agreement effective October
29, 2000. After we cancelled the License Agreement, we continued seeking other
businesses opportunities, including possible acquisition candidates, in the IVR
software industry. To date, however, we have not identified any potential
acquisition candidates.
Our original target markets for IVR software were the public transit and
utilities industries. Public transit and utilities companies generally purchase
and utilize IVR software for two reasons:
- to reduce operating costs involved in providing responses to
standard questions and requests for information; and
- to improve customer service by providing such standard or routine
information in a timely and efficient manner.
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IVR software technology automates repetitive and standard questions and requests
for information, which represent the majority of calls to public transit and
utility companies. The versatility of the technology permits full
integrationwith operators so that routine calls are handled automatically using
IVR software and the more difficult calls are transferred to human operators,
whoare usually available during business hours.
However, after we cancelled the License Agreement, we shifted our focus away
from the public transit andu tilities industries, and are now concentrating on
developing or acquiring IVR software technology with more general applications.
Cash Requirements. Although we intended to raise significant funds through the
sale, in private placement transactions, of our equity securities over the
twelve month period ending September 30, 2001, we have not raised any funds
through the sale of our equity securities during the last year, and do not plan
to do so in the near future. Instead, we are currently seeking alternative
financing sources,including debt financing. Unless we raise funds through the
sale of our equity securities, or obtain alternative financing, we may not be
able to satisfy our cash requirements for the next twelve months.
In order to effectuate our business plan, we require significant funds:
- to develop or acquire IVR software;
- to begin a marketing/advertising campaign for such IVR software;
- to hire sales personnel to market and sell our IVR software;
- to cover legal/patent application costs;
- to cover general and administrative expenses; and
- to cover other miscellaneous general corporate costs.
We do not currently have funds or resources available to allocate to any product
research and development efforts, although we are continuing to seek appropriate
IVR software to acquire.
Purchase of Significant Equipment. We do not intend to purchase any significant
equipment through December 31, 2001.
Employees. Over the twelve months ending December 31, 2001, we anticipate an
increase in the number of employees we have, because we intend to hire one
qualified accountant, one person to perform clerical and administrative tasks,
two software engineers and two sales and marketing employees, if our resources
allow such additional hires.
History of Losses. We have had a history of losses and expect to continue to
incur losses, and may never achieve or maintain profitability. We have incurred
losses since we began attempting to enter the IVR software development industry,
including a loss of approximately $2,352 through the year ended March 31, 2000.
As of March 31,2000, we had an accumulated deficit of approximately $2,152. We
expect to have net losses and negative cash flow at least through March 31,
2002, and we will require significant amounts of capital to locate, identify,
acquire or develop suitable software products and technologies, develop
international sales and operations, and fund research and development.
13
As a result, we will need to generate significant revenue to break even or
achieve profitability. We currently do not have any significant revenue sources
except the sale of our securities. Even if we do achieve profitability, we may
not be able to sustain or increase profitability on a quarterly or annual basis.
If we do not achieve and maintain profitability, the market price for our common
stock may decline, perhaps substantially. Our ability to continue in business in
the future depends upon our continued ability to obtain financing. There can be
no assurance that any such financing would be available upon terms and
conditions acceptable to us, if at all. If adequate funds are not available on
acceptable terms when needed, we may be required to delay, scale-back or
eliminate our software acquisition and development. Inadequate funding also
could impair our ability to compete in the marketplace and could result in our
dissolution.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
ITEM 2. CHANGES IN SECURITIES.
We did not issue any securities during the quarter ended December 31, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
In response to an allegation by Ontira Communications, Inc. that we have
infringed upon certain intellectual property rights which are claimed by Ontira
Communications, Inc., we have confirmed that we do not have any interest
whatsoever, direct or indirect, by license or otherwise, in any products,
services, software or technology of Ontira Communications, Inc.
On or about June 7, 2001, Brian Hall was appointed as our third director.
Mr.Hall's ex-wife's daughter, Lael Todesco, is our president and a director.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K
We did not file any reports on Form 8-K during the quarter ended December 31,
2000.
The revised financial statements filed as a part of this amended Quarterly
Report include:
Balance sheet
Statement of Operations and Accumulated Deficit
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
Exhibits Required by Item 601 of Regulation S-B
Exhibit Description
Number
(3) Articles of Incorporation and By-laws:
3.1 Articles of Incorporation effective February 26, 1998 (incorporated by
reference from the Company's Form 10-SB, filed on October 4, 2000)
3.2 By-Laws effective February 26, 1998 (incorporated by reference from
the Company's Form 10-SB, filed on October 4, 2000)
3.3 Certificate of Amendment of Articles of Incorporation, filed March 27,
2000 (incorporated by reference from the Company's Form 10-SB, filed on October
4, 2000)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this amended report to be signed on its behalf by the undersigned, thereunto
duly authorized.
MCC TECHNOLOGIES, INC.
By: /s/ Lael Todesco
Lael Todesco, President/Director
Date: June 12, 2001
By: /s/
Secretary/Treasurer/Director
Date: June 12, 2001
15