U.S. 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 for the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _______ to _______
Commission File No. 333-86000
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TECHNOLOGY CONNECTIONS, INC.
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(Exact name of small business issuer as specified in its charter)
North Carolina 56-2253025
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
15720 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277
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(Address of principal executive offices)
(704) 400-9042
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(Issuer's telephone number)
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 [ ]
Number of shares of common stock outstanding as of
November 19, 2003: 26,957,860
Number of shares of preferred stock outstanding as of
November 19, 2003: -0-
INDEX TO FORM 10-QSB
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Page No.
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PART I
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Item 1. Financial Statements
Balance Sheet - September 30, 2003 2
Statements of Operations - Three and Nine Months Ended
September 30, 2003 and 2002 3
Statements of Cash Flows - Three and Nine Months Ended
September 30, 2003 and 2002 4
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 7-10
PART II
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Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
TECHNOLOGY CONNECTIONS, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 2003
=============================================================================
ASSETS
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CURRENT ASSETS
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Cash and cash equivalents $ 11,097
Accounts receivable, net of allowance of $31,564 3,242
Prepaid expenses 82,500
Inventory 3,911
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TOTAL CURRENT ASSETS 100,750
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PROPERTY AND EQUIPMENT
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Furniture and equipment 33,788
Accumulated depreciation (7,526)
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Net property and equipment 26,262
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OTHER ASSETS
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Holdbacks 4,411
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TOTAL ASSETS $ 131,423
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued expenses $ 135,187
Current portion of notes payable 15,000
Loans From Stockholders 209,218
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TOTAL CURRENT LIABILITIES 359,405
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LONG-TERM DEBT
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Note Payable $ 52,400
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STOCKHOLDERS' DEFICIT
- ---------------------
Preferred Stock ($.001 par value, 5,000,000 authorized:
none issued and outstanding) -0-
Common Stock ($.001 par value, 100,000,000 shares authorized:
26,957,860 shares issued and outstanding) 26,958
Additional Paid-in-Capital 560,090
Retained Deficit (867,430)
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TOTAL STOCKHOLDERS' DEFICIT (280,382)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 131,423
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The accompanying notes are an integral part of the financial statements
TECHNOLOGY CONNECTIONS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
============================================================================
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
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REVENUES AND COST OF SALES:
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Sales $ 6,436 $ 82,275 $ 43,547 $ 265,105
Cost of sales (3,598) (32,798) (19,551) (168,396)
---------- ---------- ---------- ----------
Gross profit 2,838 49,477 23,996 96,709
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OPERATING EXPENSES:
- -------------------
Selling, general and
administrative 6,245 29,182 140,649 619,349
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TOTAL EXPENSES 6,245 29,182 140,649 619,349
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OPERATING INCOME
(LOSS) (3,407) 20,295 (116,653) (522,640)
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OTHER EXPENSE:
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Loss on sale of asset - - (363) -
Interest expense - (4,701) (15,000) (15,770)
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TOTAL OTHER EXPENSE - (4,701) (15,000) (15,770)
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INCOME (LOSS) BEFORE
TAXES (3,407) 15,594 (131,653) (538,410)
INCOME TAX BENEFIT -0- -0- -0- -0-
---------- ---------- ---------- ----------
NET INCOME (LOSS)$ (3,407) $ 15,594 $ (131,653) $ (538,410)
========== ========== ========== ==========
Net income (loss) per
common share -
basic & fully diluted ** ** $ (0.01) $ (0.02)
========== ========== ========== ==========
Weighted average common
shares outstanding 25,310,193 24,274,883 25,310,193 24,569,208
========== ========== ========== ==========
** Less than $.01
The accompanying notes are an integral part of the financial statements
TECHNOLOGY CONNECTIONS, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
==========================================================================
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net loss $ (131,653) $ (538,410)
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services 201,000 462,930
Loss on sale of asset 363 -
Depreciation 5,420 2,700
(Increase) decrease in operating assets:
Accounts receivable (10,381) (11,524)
Inventory 2,500 (23,766)
Prepaid expenses (82,500) -
Holdbacks (4,411) -
Deposits - (2,428)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses (96,029) 23,970
Outstanding checks in excess of bank balance - (2,288)
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NET CASH (USED IN) OPERATING
ACTIVITIES (115,691) (88,816)
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CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Purchases of property and equipment - (12,332)
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NET CASH USED IN INVESTING ACTIVITIES - (12,332)
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CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Proceeds from sales of common stock - 61,000
Proceeds from notes payable 2,400 -
Proceeds from stockholder loans 119,931 42,773
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NET CASH PROVIDED BY FINANCING
ACTIVITIES 122,331 103,773
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 6,640 2,625
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CASH AND CASH EQUIVALENTS:
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Beginning of period 4,457 1,190
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End of period $ 11,097 $ 3,815
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SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH FINANCING:
- ----------------------------------------------------------
Cash paid during the period for interest $ 15,000 $ 15,770
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Common stock issued for services $ 201,000 $ 462,930
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Common stock issued for furniture $ - $ 6,500
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The accompanying notes are an integral part of the financial statements
TECHNOLOGY CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003 (UNAUDITED)
ITEM 1.
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly the Company's financial position at
September 30, 2003, the results of operations for the three and nine month
periods ended September 30, 2003 and 2002, and cash flows for the nine months
ended September 30, 2003 and 2002. The results for the period ended September
30, 2003, are not necessarily indicative of the results to be expected for the
entire fiscal year ending December 31, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Technology Connections, Inc. is hereby providing cautionary statements
identifying important factors that could cause our actual results to differ
materially from those projected in forward looking statements made in this
quarterly report on Form 10-QSB. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "likely will result," "are expected to," "will continue," "is
anticipated," "estimated," "intends," "plans" and "projection") are not
historical facts and may be forward looking statements and involve estimates and
uncertainties which could cause actual results to differ materially from those
expresses in the forward looking statements. Accordingly, any such statements
are qualified in their entirety by reference to, and are accompanied by, the
following key factors that have a direct bearing on our results of operations:
the absence of contracts with customers or suppliers; our ability to maintain
and develop relationships with customers and suppliers; our ability to
successfully integrate acquired businesses or new brands; the impact of
competitive products and pricing; supply constraints or difficulties; changes in
the construction industry; the retention and availability of key personnel; and
general economic and business conditions.
We caution that the factors described herein could cause actual results to
differ materially from those expressed in any forward-looking statements such
that the investors should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events or circumstances. Consequently, no forward-looking statement can be
guaranteed.
New factors emerge from time to time, and it is not possible for us to
predict all such factors. Further, we cannot assess the impact of each such
factor on our results of operations or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
Overview
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We were incorporated in North Carolina on May 23, 2001, to engage in the
business of installing structured wiring capacities into newly constructed homes
and retrofitting existing homes with the same integrated technology components
and systems. Such integrated technology and systems include security systems,
Internet technology, satellite television delivery systems, indoor/outdoor
lighting, solar energy systems and entertainment/communication technology.
We currently have two full-time employees. We are authorized to issue
common and preferred stock. Our total authorized common stock consists of
100,000,000 shares, with a par value of $.001 per share, of which 26,957,860
shares are issued and outstanding. Our total authorized preferred stock consists
of 5,000,000 shares, with a par value of $.001 per share, of which no shares are
issued and outstanding.
RESULTS OF OPERATIONS
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For the three and nine months ended September 30, 2003 and 2002(unaudited).
Sales.
Sales for the three months ended September 30, 2003 and 2002 were $6,436
and $82,275, respectively, a decrease of $75,839 or 91%. Sales for the nine
months ended September 30, 2003 and 2002 were $43,547 and $265,105,
respectively, a decrease of $221,558 or 83%. Sales decreased due to a bad
economy and a lack of capital to sustain operations in a proper manner. Sales
consisted primarily of setup and installation of the following:
Security systems
Outdoor landscape lighting
Audio systems
Central home wiring centers
Video and monitoring systems
Home theater installation
Computer networks
Central vacuum systems
Indoor lighting
Home automation systems, including remote appliance capabilities
All revenues were from unrelated third parties and were made primarily from new
home buyers.
Cost of Sales.
The cost of sales includes the purchase price for equipment plus other
direct costs associated with completing the installing, such as subcontractors
and permits. It is customary to experience variations in the cost of sales as a
percentage of net sales based on the types of products installed at any given
location and the related cost of labor to complete installation.
The cost of sales for the three months ended September 30, 2003 and 2002
were $6,436 and $32,798, respectively, a decrease of $26,362. The cost of sales
for the nine months ended September 30, 2003 and 2002 were $19,551 and $168,396,
respectively, a decrease of $148,845. Cost of sales as a percentage of sales for
the nine month periods ended September 30, 2003 and 2002 were 45% and 63%,
respectively. This imbalance was caused by initial product offerings and loss
leading sales intended to assist us with entering the home wiring market.
To date we have seen a decrease in the cost of sales as a percentage of
sales as we have increased sales and attempted to develop our business plan. We
expect cost of sales as a percentage of sales to decrease to around 40% of total
sales for fiscal year 2003 as we pursue larger installation projects. In
addition, volume discounts will be available to us if we are successful in
achieving sales growth in the future which will further reduce our cost of sales
as a percentage of sales.
Expenses.
Total expenses for the three months ended September 30, 2003 and 2002 were
$6,245 and $29,182, respectively. Total expenses for the nine months ended
September 30, 2003 and 2002 were $140,649 and $619,349, respectively. The
decrease in expenses is attributable to rent expense reductions since we were
operating primarily from expensive offices, professional fees decreased due to
shares of common stock issued to professionals and consultants to assist us in
having our common stock publicly traded in 2002 and fewer subcontractors' were
paid as we curtailed operations due to a cash shortage.
Approximately $75,000 of our accounts payable at September 30, 2003
consisted of credit card balances. The balances are unsecured and bear an
average interest rate of approximately 15%. Interest expense for the nine months
ended September 30, 2003 includes $15,000 in interest pertaining to credit card
balances that were accumulated in connection with our inventory purchases.
We expect stability in expenses through the year 2003 as the Company moves
toward developing its business plan.
Income / Losses.
Net loss for the three months ended September 30, 2003 was $(3,407) versus
net income of $15,594 in the same period in 2002, a decrease of $19,001. Net
losses for the nine months ended September 30, 2003 and 2002 were $(131,653) and
$(538,410), respectively. Our losses for the nine months ended September 30,
2002 were primarily due to $462,930 in common stock issued for professional
services in connection with our initial public offering. We expect to continue
to incur losses at least through the year 2003. In addition, there can be no
assurance that we will achieve or maintain profitability or that our revenue
growth can be sustained in the future.
Impact of Inflation.
We believe that inflation has had a negligible effect on operations since
inception. We believe that we can offset inflationary increases in the cost of
labor by increasing sales and improving operating efficiencies.
Liquidity and Capital Resources.
Substantially all of our accounts payable are on credit cards. Our accounts
payable as of September 30, 2003 includes approximately $75,000 in balances due
various credit cards to purchase our inventory. The amounts are not secured
against our assets and bear a weighted average interest rate of approximately
15%. There are minimum payments which are due each month that approximate
$4,500. Our Company is current on all balances. If we are unable to make our
required payments, our credit rating could be adversely affected.
Cash flows used in operations were $115,691 and $88,816 for the nine months
ended September 30, 2003 and 2002, respectively. Cash flows used in operations
were primarily attributable to our $131,653 net loss for the period partially
offset by $201,000 in common stock issued for services and $82,500 in increases
in prepaid expenses.
Cash flows used in investing activities were $ -0- and $12,332 for the nine
months ended September 30, 2003 and 2002, respectively, which were attributable
to purchases of furniture and equipment for our administrative offices in 2002.
Cash flows generated by financing activities were $122,331 and $103,773,
respectively, for the nine months ended September 30, 2003 and 2002. Cash flows
for the 2002 period included $61,000 in proceeds from sales of our common stock
between $.25-.50 pursuant to a Regulation D private offering. Proceeds were used
for advertising, working capital and towards expenses relating to this
registration statement. Also during the period, the Company received $42,773 in
proceeds from a stockholder loan. The loan bears interest at 6% per annum and is
due on demand. The loan is not evidenced by a written promissory note, but
rather is an oral agreement between the Company and the stockholder. We received
$119,931 in stockholder loan proceeds in 2003.
Overall, we have funded our cash needs from inception through September 30,
2003 with a series of debt and equity transactions, including those with related
parties as described above. If we are unable to receive additional cash from our
related parties, we may need to rely on financing from outside sources through
debt or equity transactions. Our related parties are under no legal obligation
to provide us with capital infusions. Failure to obtain such financing could
have a material adverse effect on operations and financial condition.
We had cash on hand of $11,097 and a working capital deficit of $258,655 as
of September 30, 2003 which is not sufficient to fund our operations through the
next twelve months. Our working capital deficit is primarily due to current
obligations in account payable and loans from stockholders. We will
substantially rely on the existence of revenue from our business; however, we
have no current or projected capital reserves that will sustain our business for
the next 12 months. Also, if the projected revenues fall short of needed capital
we may not be able to sustain our capital needs for the next twelve months. We
will then need to obtain additional capital through equity or debt financing to
sustain operations for an additional year. A lack of significant revenues
beginning in the first half of 2004 will significantly affect our cash position
and move us towards a position where the raising of additional funds through
equity or debt financing will be necessary. Our current level of operations
would require capital of approximately $150,000 to sustain operation through
year 2004 and approximately $200,000 per year thereafter. Modifications to our
business plans or additional property acquisitions may require additional
capital for us to operate. There can be no assurance that additional capital
will be available to us when needed or available on terms favorable to the
Company.
On a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing. We are considering opening additional sales centers during the first
half of 2003. Our current capital and revenues are insufficient to fund such
expansion. If we choose to launch such an expansion campaign, we will require
substantially more capital. If necessary, we will raise this capital through an
additional stock offering. The funds raised from this offering will be used to
market our products and services as well as expand operations and contribute to
working capital. However, there can be no assurance that we will be able to
obtain additional equity or debt financing in the future, if at all. If we are
unable to raise additional capital, our growth potential will be adversely
affected and we will have to significantly modify our plans. For example, if we
unable to raise sufficient capital to develop our business plan, we may need to:
- - Seek projects that are less in value or that may be projected to be less
profitable
- - Seek smaller projects, which are less capital intensive, in lieu of larger
contract projects, or
- - Seek projects that are outside our immediate area to secure terms favorable
to the Company.
Demand for the products and services will be dependent on, among other
things, market acceptance of our products, the real estate market in general,
and general economic conditions, which are cyclical in nature. Inasmuch as a
major portion of our activities is the receipt of revenues from the sales of our
new home products, our business operations may be adversely affected by our
competitors and prolonged recession periods.
Our success will be dependent upon implementing our plan of operations and
the risks associated with our business plans. We operate a home product sales
and installation business in the Charlotte, North Carolina area. We also provide
installation services to various unrelated developers and builders. We plan to
strengthen our position in these markets. We plan to expand our operations
through aggressively marketing our products and Company concept.
ITEM 3. CONTROLS AND PROCEDURES
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(a) On September 30, 2003, we made an evaluation of our disclosure controls and
procedures. In our opinion, the disclosure controls and procedures are
adequate because the systems of controls and procedures are designed to
assure, among other items, that 1) recorded transactions are valid; 2)
valid transactions are recorded; and 3) transactions are recorded in the
proper period in a timely manner to produce financial statements which
present fairly the financial condition, results of operations and cash
flows for the respective periods being presented. Moreover, the evaluation
did not reveal any significant deficiencies or material weaknesses in our
disclosure controls and procedures.
(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY CONNECTIONS, INC.
(Registrant)
/s/ Kevin Kyzer
Date: November 19, 2003 ---------------
Kevin Kyzer
President, Chief Executive Officer,
Chief Financial Officer