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 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2004
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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Commission File Number: 0-29019
Interactive Marketing Technology, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 22-3617931
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12400 Ventura Blvd. #645, Studio City, California 91604
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(Address of principal executive offices)
(818)618-3038
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(Issuer's Telephone Number)
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 practical date. As of May 31, 2004 there were
13,823,667 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
ITEM 1. FINANCIAL STATEMENTS
INTERACTIVE MARKETING TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
May 31, 2004
ASSETS $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 253,449
Accrued expenses 336,457
Shareholder advances 26,902
Notes payable - shareholders 124,689
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Total current liabilities 741,497
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Commitments
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 60,000,000 shares authorized,
13,823,667 shares issued and outstanding 13,824
Additional paid-in capital 2,351,016
Accumulated deficit (3,106,337)
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Total Stockholders' Deficit (741,497)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -
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2
INTERACTIVE MARKETING TECHNOLOGY, INC.
CONSOLIDATED
Three Months Ended May 31, 2004 and 2003
STATEMENTS OF EXPENSES
2004 2003
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Operating expense:
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General, administrative and selling - -
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Total operating expenses - -
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Net income $ - $ -
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Net income per share:
Basic and diluted - continuing $ 0.00 $ 0.00
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operations
Weighted average shares
outstanding:
Basic and diluted 13,823,667 13,823,667
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3
INTERACTIVE MARKETING TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
Three Months Ended May 31, 2004 and 2003
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ - $ -
Adjustments to reconcile net loss to cash used in
operating activities:
Changes in assets and liabilities:
Accounts payable - -
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CASH FLOWS USED IN OPERATING ACTIVITIES - -
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CASH FLOWS FROM FINANCING ACTIVITIES - -
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NET CHANGE IN CASH - -
Cash, beginning of period - -
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Cash, end of period $ - $ -
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INTERACTIVE MARKETING TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Interactive Marketing
Technology, Inc. ("Interactive"), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Interactive's Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2004 as reported in the 10-KSB have been
omitted.
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ITEM 2. PLAN OF OPERATION
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
financial statements included in our Quarterly Report on Form 10-QSB for the
period ended May 31, 2004.
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OUR BACKGROUND. We were incorporated in the state of Nevada as Shur De Cor, Inc.
on August 14, 1987. By 1999 Shur De Cor was a public company with no operations
searching for a business opportunity. Shur De Cor merged with Interactive
Marketing Technology, Inc., a New Jersey corporation ("Interactive New Jersey"),
in an arm's length transaction in April of 1999. Interactive New Jersey was
engaged in the business of direct marketing of consumer products and desired to
become a public company.
Shur De Cor was the surviving corporation and changed its name to Interactive
Marketing Technology, Inc. Shur De Cor's management resigned and the management
of Interactive New Jersey filled the vacancies.
Through our wholly-owned subsidiary, IMT's Plumber, Inc., we produced, marketed,
and sold a licensed product called the Plumber's Secret, which was discontinued
during fiscal 2001. In May 2002, we discontinued our former business. We have
not conducted any business since this time. We intend to reenter our former
business of direct marketing of proprietary consumer products in the United
States and worldwide provided that we can raise sufficient capital to do so.
We will require additional financing to implement its business strategy. At this
time, no such additional financing has been secured or identified. If we are
unable to obtain debt and/or equity financing upon terms that management deems
sufficiently favorable, or at all, it would have a materially adverse impact
upon our ability to reenter our former business. Without additional capital
funding, we cannot reenter our former business. We are currently exploring all
opportunities to raise the necessary capital.
FORMER BUSINESS. We were engaged in the direct marketing of proprietary consumer
products in the United States and worldwide. We facilitated the design and
manufacture of products and developed market strategies for such products. Our
goal was to generate awareness of new and better products for the home and
family and initiate consumer brand recognition of our products in the
marketplace. When appropriate, we contracted with well-known personalities to
serve as spokespersons for a product to increase that product's credibility and
marketability. We managed all phases of our direct marketing programs and retail
marketing for the products we sold, including:
* Product selection, testing and development
* Securing all necessary or appropriate rights to the product
* Supervision of the manufacturing process, quality control and
packaging
* Production and broadcast of infomercials and commercials
* In-bound telemarketing, order fulfillment and customer service
* Print advertisements
RECENT DEVELOPMENTS. Marty Goldrod, our chief executive officer and a member of
our former management, is attempting to raise capital to reenter our former
business.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ]
OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES. We had no cash or other assets as at May 31,
2004. Our total current liabilities were $741,497 at May 31, 2004, which was
represented by accounts payable of $253,449, accrued expenses of $336,457,
shareholder advances of $26,902 and $124,689 represented by notes payable to
shareholders. At May 31, 2004, our liabilities exceeded our assets by $741,497.
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FOR THE THREE MONTH PERIOD ENDED MAY 31, 2004.
RESULTS OF OPERATIONS.
REVENUES. For the three month period ended May 31, 2004, we have not realized
any revenues. We are not able to generate any revenues until we are able to
begin operations under our former business.
OPERATING EXPENSES. For the three months ended May 31, 2004, we had no operating
expenses, nor did we have any operating expenses for the same period ended May
31, 2003, as we were unable to conduct our business as described herein.
OFF-BALANCE SHEET ARRANGEMENTS. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors
PLAN OF OPERATION. We intend to reenter our former business of direct marketing
of proprietary consumer products in the United States and worldwide.
In May 2002, we discontinued our former business. We were engaged in the direct
marketing of proprietary consumer products in the United States and worldwide.
We facilitated the design and manufacture of products and developed market
strategies for such products. Our goal was to generate awareness of new and
better products for the home and family and initiate consumer brand recognition
of our products in the marketplace. When appropriate, we contracted with
well-known personalities to serve as spokespersons for a product to increase
that product's credibility and marketability. We managed all phases of our
direct marketing programs and retail marketing for the products we sold.
It is imperative that we raise capital to reenter our former business. We will
require additional financing. At this time, no such additional financing has
been secured or identified. If we are unable to obtain debt and/or equity
financing upon terms that management deems sufficiently favorable, or at all, it
would have a materially adverse impact upon our ability to reenter our former
business. Without additional capital funding, we cannot reenter our former
business. We are currently exploring all opportunities to raise the necessary
capital.
There can be no assurance that any new capital would be available to us or that
there would be adequate funds for our operations, whether from our revenues,
financial markets, or other arrangements available when needed or on terms
satisfactory to us. We have no commitments from officers, directors or
affiliates to provide funding. Our failure to obtain adequate additional
financing will require us to forego reentering our former business.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of May 31, 2004,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31. Rule 13a-14(a)/15d-14(a) Certifications.
32. Section 1350 Certifications.
(b) Reports on Form 8-K
On March 26, 2004, we filed a report on Form 8-K containing Item 4. Change in
Certifying Accountant, reporting our change of accountant effective March 23,
2003, when our management dismissed Chisholm & Associates, Certified Public
Accountants and engaged Malone & Bailey, PLLC of Houston, Texas as our principal
independent public accountant to audit our financial statements for the fiscal
years ended February 28, 2002 and 2003 and February 29, 2004. That report was
amended on April 21, 2004.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Interactive Marketing Technology, Inc.,
a Nevada corporation
November 10, 2004 By: /s/ Martin Goldrod
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Martin Goldrod
Its: Chief Executive Officer, Director