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: June 30, 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)
3 Rolling Hill Road, Hampton Bays, New York 11946
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(Address of principal executive offices)
(631) 728-4164
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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
August 18, 2003.
Techedge, Inc.
FORM 10-QSB
Quarterly Period Ended June 30, 2003
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet June 30, 2003 (Unaudited) 1
Statements Of Operations Three and Six Months Ended June 30, 2003
and for the Period July 12, 2002 (Inception) to June 30, 2003 2
Statement of Cash Flows Six Months Ended June 30, 2003
and for the Period July 12, 2002 (Inception) to June 30, 2003 3
Notes To Financial Statements 4
Item 2. PLAN OF OPERATIONS 5
Item 3. CONTROLS AND PROCEDURES 6
PART II OTHER INFORMATION 6
Item 1. Legal Proceedings 6
Item 2. Changes In Securities And Use Of Proceeds 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission Of Matters To A Vote Of Security Holders 6
Item 5. Other Information 6
Item 6. Exhibits And Reports On Form 8-K 7
SIGNATURES 7
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TECHEDGE, INC.
(A Development Stage Enterprise)
BALANCE SHEET
JUNE 30, 2003
(Unaudited)
ASSETS
CASH $ 2,016
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TOTAL CURRENT ASSETS $ 2,016
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LIABILITIES AND STOCKHOLDERS' DEFICIT
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 69,440
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TOTAL CURRENT LIABILITIES 69,440
STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value,
25,000,000 shares authorized,
8,000,000 shares issued and outstanding 800
Additional paid-in capital 3,400
Deficit accumulated during the development stage (71,624)
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TOTAL STOCKHOLDERS' DEFICIT (67,424)
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$ 2,016
==================
The accompanying notes are an integral part of the financial statements.
1
TECHEDGE, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
For the Three Months For the Six Months July 17, 2002 (Inception)
Ended June 30, 2003 Ended June 30, 2003 To June 30, 2003
---------------------- ---------------------- ------------------------
GENERAL AND ADMINISTRATIVE $ 2,062 $ 15,098 $ 71,624
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NET LOSS $ (2,062)$ (15,098)$ (71,624)
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Basic and diluted loss per share $ (0.00)$ (0.00)$ (0.01)
====================== ====================== ========================
Weighted average number of shares outstanding 8,000,000 8,000,000 7,000,000
====================== ====================== ========================
The accompanying notes are an integral part of the financial statements.
2
TECHEDGE, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Period
For the Six Months July 17, 2002 (Inception)
Ended June 30, 2003 To June 30, 2003
-------------------------- -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,098) $ (71,624)
-------------------------- -------------------------
Adjustments to reconcile net loss
to net cash used in operating activities:
Changes in assets and liabilities:
Accounts payable and accrued expenses 13,000 69,440
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TOTAL ADJUSTMENTS 13,000 69,440
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NET CASH USED IN OPERATING ACTIVITIES (2,098) (2,184)
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NET DECREASE IN CASH (2,098) (2,184)
CASH, BEGINNING OF PERIOD 4,114 4,200
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CASH, END OF PERIOD $ 2,016 $ 2,016
========================== =========================
The accompanying notes are an integral part of the financial statements.
3
TECHEDGE, INC.
(A Development Stage Enterprise)
Notes To Financial Statements
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited 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 six months ended June 30, 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 and working capital deficit
of ($67,424) at June 30, 2003. In addition, the Company's only asset is cash of
$2,016. 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.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The Company does not expect that the adoption of SFAS No.
149 will have a significant effect on the Company's financial statement
presentation or disclosures.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The Company does not expect that the adoption of
SFAS No. 150 will have a significant effect on the Company's financial statement
presentation or disclosures.
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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 $2,016 (as of June 30, 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.
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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 June 30, 2003.
Item 5. Other Information
None
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Item 6. Exhibits And Reports On Form 8-K
Exhibits
(a) Exhibits
31 302 Certification by President and Chief Executive Officer
32 906 Certification by President and Chief Executive Officer
(b) Reports on Form 8-K
8-K with date of report of July 2, 2003 as filed July 17, 2003.
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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: August 18, 2003
/s/ Gregory A. Konesky
By:___________________________________
Gregory A. Konesky, President and
Chief Executive Officer
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