UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Quarter Ended: March 31, 2003
Commission File Number: 000-50005
TECHEDGE, INC.
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(Name of small business issuer as specified in its charter)
Delaware 04-3703334
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
175 Fox Hollow Road, Woodbury, New York 11747
(Address of principal executive offices)
(516) 364-0787
Issuer's telephone number, including area code
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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. X Yes No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 8,000,000 shares, as of May
22, 2003.
Techedge, Inc.
FORM 10-QSB
Quarterly Period Ended March 31, 2003
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet March 31, 2003 (Unaudited).................................2
Statements Of Operations Three Months
Ended March 31, 2003 and for the Period
July 12, 2002 (Inception) to March 31, 2003..............................3
Statement of Cash Flows Three Months
Ended March 31, 2003 and for the Period
July 12, 2002 (Inception) to March 31, 2003..............................4
Notes To Financial Statements............................................5
Item 2. PLAN OF OPERATIONS.......................................6
Item 3. CONTROLS AND PROCEDURES..................................7
PART II OTHER INFORMATION.........................................7
Item 1. Legal Proceedings........................................7
Item 2. Changes In Securities And Use Of Proceeds................7
Item 3. Defaults Upon Senior Securities..........................7
Item 4. Submission Of Matters To A Vote Of Security Holders......7
Item 5. Other Information........................................7
Item 6. Exhibits And Reports On Form 8-K.........................8
SIGNATURES .........................................................8
CERTIFICATIONS ........................................................9-10
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TECHEDGE, INC.
(A Development Stage Enterprise)
BALANCE SHEET
MARCH 31, 2003
(Unaudited)
ASSETS
CASH $ 4,078
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TOTAL CURRENT ASSETS $ 4,078
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 69,440
------------------
TOTAL CURRENT LIABILITIES 69,440
STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value,
25,000,000 shares authorized,
8,000,000 shares issued and outstanding 800
Additional paid-in capital 3,400
Deficit accumulated during the development stage (69,562)
------------------
TOTAL STOCKHOLDERS' DEFICIT (65,362)
------------------
$ 4,078
==================
The accompanying notes are an integral part of the financial statements.
2
TECHEDGE, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
For the Three Months July 17, 2002 (Inception)
Ended March 31, 2003 To March 31, 2003
-------------------------- -------------------------------
GENERAL AND ADMINISTRATIVE $ 13,036 $ 69,562
-------------------------- -------------------------------
NET LOSS $ (13,036) $ (69,562)
========================== ===============================
Basic and diluted loss per share $ (0.00) $ (0.01)
========================== ===============================
Weighted average number of shares outstanding 8,000,000 7,000,000
========================== ===============================
The accompanying notes are an integral part of the financial statements.
3
TECHEDGE, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Period
For the Three Months July 17, 2002 (Inception)
Ended March 31, 2003 To March 31, 2003
----------------------------- ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (13,036) $ (69,562)
----------------------------- ----------------------------
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable and accrued expenses 13,000 56,440
----------------------------- ----------------------------
TOTAL ADJUSTMENTS 13,000 56,440
---------------------------- ----------------------------
NET CASH USED IN OPERATING ACTIVITIES (36) (13,122)
----------------------------- ----------------------------
NET INCREASE (DECREASE) IN CASH (36) (13,122)
CASH, BEGINNING OF PERIOD 4,114 4,200
----------------------------- ----------------------------
CASH, END OF PERIOD $ 4,078 $ (8,922)
============================= ============================
The accompanying notes are an integral part of the financial statements.
4
Notes To Financial Statements
NOTE 1. BASIS OF PRESENTATION
The accompanying un-audited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB. Accordingly, they do not
include all information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2003 are not necessarily
indicative of results that may be expected for the year ending December 31,
2003. For further information, refer to the audited financial statements and
footnotes thereto included in the Company's Form 10-SB for year ended December
31, 2002.
NOTE 2. ORGANIZATION AND NATURE OF OPERATIONS
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplates continuation of the
Company as a going concern. However, the Company has incurred significant losses
since inception resulting in a stockholders' deficit of ($65,338) and working
capital deficit of ($65,338) at March 31, 2003. In addition, the Company's only
assets is cash of $4,102. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying 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.
In view of these matters, the continued existence of the Company is dependent
upon its ability to meet its financing requirements and, ultimately, the success
of its planned future operations. There can be no assurance that the Company
will obtain the necessary financing nor that the planned future operations will
be successful.
5
Item 2. PLAN OF OPERATIONS
Issuer herewith incorporates by reference: (a) its Amendment No. 3 to its Form
10-SB Registration Statement (SEC file number 000-50005) as filed with the SEC
on February 20, 2003, and in particular (but not limited to), Part I, Item I
entitled Description of Business in response to this Item 2; and (b) its Form
10-KSB for year ended December 31, 2002 as filed with the SEC on May 12, 2003
and in particular, but not limited to Item 6 thereto entitled "Management's
Discussion and Analysis or Plan of Operation".
Liquidity and Capital Resources
The Company has on hand approximately $4,102 (as of March 31, 2003) which
represents the net remaining of the approximately $1,300,000 that was raised in
a private placement. Such assets are maintained in a checking account and earn
nominal interest. In the opinion of Management, these assets will not be
sufficient to enable the Company to continue to file periodic reports or pay
professional fees therefore until such time as it is able to acquire
intellectual property and/or generate revenues and/or raise funds through
further issuance of its securities and/or through any additional financing
through currently unidentified sources. The Company's auditors have included a
"going concern" opinion in their report on the Company's financial statements
contained in the Company's 10-SB Registration Statement which also contains a
Risk Factor number 3 entitled Independent Auditor's "Going Concern" Opinion to
which reference is made for a discussion of the significance of this
qualification.
Need for Additional Financing
The Company believes that its existing capital will be insufficient to meet the
Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for
the current fiscal year which should not exceed $50,000. The Company may rely
upon issuance of its securities to pay for the services necessary to meet
reporting requirements. If and when the Company acquires additional intellectual
properties, its cash needs may increase significantly and such cash might not be
available to the Company. The Company can not predict the cash requirements
associated with as yet unidentified intellectual property acquisitions.
Forward-Looking Statements
When used in this form 10-QSB, or in any document incorporated by reference
herein, the words or phrases "will likely result", "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties including changes in economic conditions in the
Company's market area, changes in policies by regulatory agencies, fluctuations
in interest rates, demand for loans in the Company's market area and
competition, that could cause actual results to differ materially from
historical earnings, if any, and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
Forward- looking statements, which speak only as to the date made. The Company
wishes to advise readers that the factors listed above, or in its 10-SB
Registration Statement Risk Factor Section, could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with respect to
future periods in any current statements. The Company does not undertake, and
specifically disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
6
Item 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our chief
executive officer and chief accounting officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in the General Rules and
Regulations under the Securities Exchange Act of 1934 at Rules 13a-15 and
15d-15). Based on their evaluation, our chief executive officer and chief
accounting officer have concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective to ensure that all material information
required to be filed in this Quarterly Report on Form 10-QSB has been made known
to them in a timely fashion.
There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date set forth above.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes In Securities And Use Of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission Of Matters To A Vote Of Security Holders None
during quarter ended March 31, 2003.
Item 5. Other Information
None
7
Item 6. Exhibits And Reports On Form 8-K
Exhibits
(a) 99.01 Certification by Chief Executive Officer
99.02 Certification by Chief Accounting Officer
(b) 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.
Date: May 22, 2003
/s/ Mitchell Schlossberg
By:___________________________________
Mitchell Schlossberg, President and
Chief Executive Officer
8
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Techedge, Inc. (the "Company") on
Form 10-QSB for the three months ended September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Mitchell Schlossberg, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 302 of the
Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of Techedge, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 22, 2003
/s/ Mitchell Schlossberg
By:_________________________________________
Mitchell Schlossberg, President and
Chief Executive Officer
9
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Techedge, Inc. (the "Company") on
Form 10-QSB for the three months ended September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ehren
Richardson, Secretary and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 302 of the
Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of Techedge, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 22, 2003
/s/ Ehren Richardson
By:_____________________________________________
Ehren Richardson,
Secretary and Chief Financial
Officer
10