SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 2004
HYBRID TECHNOLOGIES, INC.
----------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-33391 88-0490890
- --------------------- ----------------------- -------------------------
(State or Other Jurisdiction (Commission ( I.R.S. Employer
of Incorporation) File Number) Identification No.)
5001 East Bonanza Road, Suite 138-145, Las Vegas, Nevada 89110
- -----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 780-2403
-------------------
- -----------------------------------------------------------------------
Former name or former address, if changed since last report
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
{ } Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
- -----------------------------------------------------------------------
<page>
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 3, 2004, Hybrid Technologies, Inc. (formerly Whistler Investments,
Inc.), through our wholly-owned subsidiary Whistlertel, Inc., completed the
acquisition of the assets of Trade Winds Telecom LLC, Fort Lauderdale, Florida,
for a purchase price of $100,000. $20,000 of the purchase price was paid at
closing on December 3, 2004,and the balance of the purchase price is represented
by a one-year note in the principal amount of $80,000, bearing interest at the
rate of 10% per annum.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses acquired.
<page>
TRADE WINDS TELECOM, LLC
Financial Statements
December 2, 2004
<page>
Table of Contents
Financial Statements
Report of Independent Registered Accounting Firm..............................1
Balance Sheet.................................................................2
Statement of Operations and Members' Deficit..................................3
Statement of Cash Flows.......................................................4
Notes to Financial Statements.................................................5
<page>
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Trade
Winds Telecom, LLC
We have audited the accompanying balance sheet of Trade Winds Telecom, LLC as of
December 2, 2004, and the related statements of operations and members' deficit
and cash flows from December 8, 2003 (Inception) through December 2, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Trade Winds Telecom, LLC as of
December 2, 2004, and the results of its operations and its cash flows from
December 8, 2003 (Inception) to December 2, 2004 in conformity with U.S.
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $68,234 from December 8, 2003 (Inception)
through December 2, 2004. At December 2, 2004, current liabilities exceeded
current assets by $88,227 and total liabilities exceeded total assets by
$68,234. As discussed in Note A to the financial statements, the Company's
significant operating losses raise substantial doubt about its ability to
continue as a going concern. These factors, discussed in Note A, raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
/s/ Mason Russell West, LLC
Littleton, CO
May 11, 2005
<page>
TRADE WINDS TELECOM, LLC
Balance Sheet
December 2, 2004
Assets
Current Assets
Cash $ 1,619
Accounts receivable 2,281
Inventory 4,849
----------
Total Current Assets 8,749
----------
Software 23,045
Accumulated amortization (3,052)
----------
Total Assets $ 28,742
==========
Liabilities and Stockholders' Deficit
Current Liabilities
Deferred revenue $ 2,065
Related party payable 94,911
----------
Total current liabilities 96,976
----------
Members' Deficit
Accumulated deficit (68,234)
-----------
Total Liabilities and Stockholders' Deficit $ 28,742
===========
See Accompanying Notes And Accountant's Report
-2-
<page>
TRADE WINDS TELECOM, LLC
Statement of Operations and Member's Deficit
From December 8, 2003 (Inception) to December 2, 2004
Revenues $ 29,077
Cost of goods sold (75,481)
-----------
(46,404)
General and administrative expenses 21,830
-----------
Net loss (68,234)
Members' deficit, beginning -
-----------
Members' deficit, ending $ (68,234)
===========
See Accompanying Notes And Accountant's Report
-3-
<page>
TRADE WINDS TELECOM, LLC
Statement of Cash Flow
From December 8, 2003 (Inception) to December 2, 2004
Cash flow from operating activities:
Net loss $ (68,234)
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 3,052
(Increase) Decrease in:
Accounts receivable (2,281)
Inventory (4,849)
Increase (Decrease) in:
Deferred revenue 2,065
-----------
Net cash used by operating activities (70,247)
-----------
Cash flow from investing activities:
Purchase of software (23,045)
-----------
Net cash used by investing activities (23,045)
-----------
Cash flow from financing activities:
Advances from members 128,600
Repayments to members (33,689)
-----------
Net cash used by financing activities 94,911
-----------
Summary:
Increase in cash and cash equivalents 1,619
Cash and cash equivalents, beginning -
-----------
Cash and cash equivalents, ending $ 1,619
===========
See Accompanying Notes And Accountant's Report
-4-
<page>
TRADE WINDS TELECOM, LLC
Notes to Financial Statements
December 2, 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activities
-------------------
Trade Winds Telecom, LLC (the Company), was formed in 2003 and
is engaged in selling internet based voice telecommunications
products and services to international customers.
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.
The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or
the amount and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern. The Company's continuation as a going concern is dependent
upon its ability to generate sufficient cash flow to meet its
obligations on a timely basis, to obtain additional financing as
may be required, and to begin generating sales.
As shown in the financial statements, the Company incurred a net
loss of $68,234 from December 8, 2003 to December 2, 2004. At
December 2, 2004, current liabilities exceeded current assets by
$88,227 and total liabilities exceeded total assets by $68,234.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were
used.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments consist of cash and cash
equivalents, and accounts receivable. The carrying value of all
financial instruments approximate fair value.
Revenue Recognition
-------------------
Revenues from sales of telecommunication products and services are
recognized when persuasive evidence of an arrangement exists,
delivery has occurred, the price is fixed and collectibility is
probable.
-5-
<page>
TRADE WINDS TELECOM, LLC
Notes to Financial Statements
December 2, 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
-------------------------------------------------------
Cash Equivalents
----------------
The Company considers all liquid investments with a maturity of
three months or less to be cash equivalents.
Accounts Receivable
-------------------
Accounts receivable include balances billed but not yet paid by
customers. Accounts receivable as of December 2, 2004 were $2,281.
All receivables are expected to be collected within the Company's
normal operating cycle.
Inventory
---------
Inventory is stated at the lower of cost or market cost and
determined based on the specific identification method.
Software and Website Development Costs
--------------------------------------
The Company has developed software and website applications that
are used in providing internet phone services to customers.
Software and website development costs are capitalized once
technological feasibility of the software has been established.
Costs incurred prior to establishing technological feasibility are
expensed as incurred. Technological feasibility is established when
the Company has completed all planning and designing activities
that are necessary to determine that a product can be produced to
meet its design specifications, including functions, features and
technical performance requirements. Capitalization of costs ceases
when the product is available for general use. Software and website
development costs are amortized using the straight-line method over
the estimated useful life of the software, which is generally three
years. Amortization expense from inception to December 2, 2004 was
$3,052.
Advertising Costs
-----------------
All of the Company's advertising costs are expensed as incurred.
The amount charged to expense for the period January 1, 2004 to
December 2, 2004 was $1,627.
Income Taxes
------------
The Company is treated as a partnership for federal income tax
purposes. Under those provisions, the Company does not pay Federal
or State corporate income taxes on its taxable income. Instead, the
members are liable for individual Federal and State income taxes on
the Company's taxable income. Therefore, no expense or liability
for Federal or State income taxes has been included in these
financial statements. The Company's net loss is allocated among the
members in accordance with the regulations of the Company.
-6-
<page>
TRADE WINDS TELECOM, LLC
Notes to Financial Statements
December 2, 2004
NOTE B - LEASES
------
The company utilizes office space owned by the members or entities
owned by members of the Company. No formal lease agreement is in
effect and rent has not been charged to the Company.
NOTE C - RELATED PARTY TRANSACTIONS
--------------------------
The Company's expenses were paid and operating funds advanced to
the Company from time to time by a related party owned by the
members of the Company. The amount of $94,911 reflected on the
balance sheet as at December 2, 2004 represents the advances net of
any repayments. The balance is due on demand. The approximate
average balance from inception to December 2, 2004 was $47,133. In
addition, the Company paid $8,657 to an employee of an entity owned
by the members of the Company for consulting services.
NOTE D - SUBSEQUENT EVENT
----------------
On December 3, 2004 the Company entered into a definitive agreement
with WhistlerTel, Inc., (a wholly-owned subsidiary of Hybrid
Technologies, Inc. (formerly Whistler Investments, Inc.), to sell
the assets related to its internet based voice telecommunications
products and services for $100,000. The purchase price was paid
with a cash payment of $20,000 and a one-year note in the principal
amount of $80,000.
-7-
<page>
(b) Pro forma financial information.
Hybrid Technologies, Inc. (formerly Whistler Investments, Inc.)
Unaudited Pro Forma Consolidated Condensed Financial Statements
Hybrid Technologies, Inc. (formerly Whistler Investments, Inc.) ("Company")
completed an acquisition through its one hundred percent (100%) owned
subsidiary, WhistlerTel, Inc. (the "acquisition"). The transaction is more fully
described below.
Trade Winds Telecom, LLC (Trade Winds) Transaction: On December 3, 2004, we
purchased substantially all of the assets of Trade Winds for $20,000 in cash and
an $80,000 note to Trade Winds. The acquisition was recorded as a purchase
transaction. Trade Winds was organized in 2003 and had no operations prior to
January 31, 2004.
Trade Winds provides internet based telephone services and related equipment to
customers throughout North America.
The accompanying unaudited pro forma consolidated condensed financial statements
illustrate the effects of the acquisition on the Company's results of operations
and financial position. The unaudited pro forma consolidated condensed
statements of operations for the twelve months ended January 31, 2005 are based
on historical statement of operations and assume that the acquisition had
occurred as of the beginning of the period presented. The unaudited pro forma
consolidated condensed statement of financial position as of January 31, 2005 is
based on the historical statement of financial position of the company and
assumes that the acquisition had occurred as of the period presented.
Certain information normally included in the financial statements prepared in
accordance with generally accepted accounting principles has be condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. The unaudited pro forma consolidated condensed financial
statements should be read in conjunction with our audited financial statements
in our Form 10-KSB Annual Report.
<page>
Hybrid Technologies, Inc.
Unaudited Pro Forma Consolidated Statement of Financial Position
As of January 31, 2005
<table>
<caption>
Pro Forma Hybrid
Hybrid Technologies Trade Winds Technologies Inc.
Inc. Consolidated Trade Winds Purchase Consolidated
(unaudited) Telecom Adjustments (unaudited)
<s> <c> <c> <c> <c>
Assets
Cash and cash equivalents 103,717 1,619 (1,619) a) 103,717
A/R 3,479 2,281 (64) a) 5,696
Inventory (6,122) 4,849 20,175 c) 18,902
Other current assets 10,962 175 c) 11,137
-------------------------------------------------------------------------
Total Current Assets 112,036 8,749 18,667 139,452
Property and equipment, net 7,603 7,603
Software Development, net - 19,993 19,993
Other Assets, net 153,671 153,671
-------------------------------------------------------------------------
Total Assets 273,310 28,742 18,667 320,719
=========================================================================
Liabilities and Shareholders' Equity
Note Payable 80,000 g) 80,000
Account payable and accrued expenses 357,350 2,065 1,334 i) 360,749
Accounts payable, related parties 1,798,903 94,911 (94,911) e) 1,798,903
-------------------------------------------------------------------------
Total Current Liabilities 2,156,253 96,976 (13,577) 2,239,652
Long-term debt 3,000,000 3,000,000
Minority Interest 2,479 2,479
Shareholders' equity
Common stock 59,615 59,615
Additional paid in capital 13,677,580 (54,656) d) 13,622,924
Accumulated deficit (18,622,617) (68,234) 68,234 f) (18,603,951)
20,000 h)
(1,334) i)
------------------------------------------------------------------------
Total Shareholders' Equity (4,885,422) (68,234) 32,244 (4,921,412)
------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity 273,310 28,742 18,667 320,719
========================================================================
</table>
See notes to unaudited pro forma consolidated financial statements
<page>
Hybrid Technologies, Inc.
Unaudited Pro Forma Consolidated Statement of Financial Position
As of January 31, 2005
<table>
<caption>
Pro Forma Hybrid
Hybrid Technologies Trade Winds Technologies Inc.
Inc. Consolidated Trade Winds Purchase Consolidated
(unaudited) Telecom Adjustments (unaudited)
<s> <c> <c> <c> <c>
Sales 16,464 29,077 45,541
Cost of Sales 25,939 75,481 101,420
------------------------------------------------------------------------
Gross Profit (9,475) (46,404) - (55,879)
General and administrative expense (12,431,030) (21,830) - (12,452,860)
------------------------------------------------------------------------
Loss from operations (12,440,505) (68,234) - (12,508,739)
Other income (expense) 18,059 - (1,334) i) 16,725
------------------------------------------------------------------------
Net (loss) before minority interest (12,422,446) (68,234) (1,334) (12,492,014)
Minority interest in net loss 16,720 - 16,720
------------------------------------------------------------------------
Net loss attribtued to common shares (12,405,726) (68,234) (1,334) (12,475,294)
========================================================================
Pro forma net income (loss) per common share
Net (loss) per share, Basic and Full diluted (0.20) (0.21)
========================================================================
Weighted number of shares 60,584,000 60,584,000
============ ============
</table>
See notes to unaudited pro forma consolidated financial statements
<page>
Hybrid Technologies, Inc.
Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements
The following pro forma adjustments have been made to the historical financial
statements of the Company:
a. Elimination of assets not purchased at closing.
b. Elimination of liabilities not assumed.
c. Recognition of inventory and other current assets assumed in the acquisition.
d. Recognition of the excess of the cost bases of the assets acquired.
e. Elimination of related-party debt not assumed at closing.
f. Elimination of Trade Winds equity for consolidation purposes
g. Recognition of Trade Winds note payable incurred as a result of the
acquisition.
h. Recognition of equity contribution of the Company
i. Recognition of interest expense as a result of the acquisition.
<page>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HYBRID TECHNOLOGIES, INC.
By /s/ Holly Roseberry
------------------------------
Chief Executive Officer
Date: May 20, 2005