-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmSNZK64OS6FTFo4GLzb/bl/Z5hYjy+/nWGzhCOcH7qVuX6ybYazu2fiXybdQ7ST pqKGzdZJ5lVVZZNZk0ozIg== 0001062993-02-000017.txt : 20020414 0001062993-02-000017.hdr.sgml : 20020414 ACCESSION NUMBER: 0001062993-02-000017 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011130 FILED AS OF DATE: 20020130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RTICA CORP CENTRAL INDEX KEY: 0001061015 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: A6 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32277 FILM NUMBER: 02521989 BUSINESS ADDRESS: STREET 1: 999 BARTON ST STREET 2: STONEY CREEK, ONTARIO CITY: CANADA L8E 5H4 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9056435669 MAIL ADDRESS: STREET 1: 999 BARTON ST STREET 2: STONEY CREEK, ONTARIO CITY: CANADA L8E 5H4 STATE: A6 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: INZECO HOLDINGS INC DATE OF NAME CHANGE: 20001116 6-K 1 form6k.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the period ended November 30, 2001 RTICA Corporation (formerly Inzeco Holdings Inc.) ------------------------------------------------- (Translation of registrant's name into English) 999 Barton Street, Stoney Creek, Ontario L8E 5H4 Canada ------------------------------------------------------- (Address of principal executive offices) [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ------------------ RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Financial statements (Expressed in Canadian dollars) Period ended November 30, 2001 UNAUDITED RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Consolidated Balance Sheets (Expressed in Canadian dollars) November 30, 2001 and May 31, 2001 (Unaudited) =============================================================================== November 30 May 31 - ------------------------------------------------------------------------------- Assets Current assets: Cash and short-term investments $ 272,464 $ 1,394,051 GST and other receivables 49,999 74,301 Prepaid expenses 8,442 8,442 ---------------------------------------------------------------------------- 330,905 1,476,794 Fixed assets (note 2) 375,047 435,236 Deferred development costs 1 1 Goodwill, net of accumulated amortization of $95,756 (May 31 - $82,574) 13,182 26,364 - ------------------------------------------------------------------------------- $ 719,135 $ 1,938,395 =============================================================================== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 460,659 $ 299,369 Due to government (note 4) 241,749 200,694 Shareholders' equity: Share capital (note 3) 8,743,768 8,743,768 Deficit (8,727,041) (7,305,436) ---------------------------------------------------------------------------- 16,727 1,438,332 - -------------------------------------------------------------------------------- $ 719,135 $ 1,938,395 ================================================================================ See accompanying notes to interim financial statements. RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Consolidated Statements of Operations and Deficit Three month periods ended November 30, 2001 and 2000 (Unaudited) =============================================================================== 2001 2000 - ------------------------------------------------------------------------------- Income: Interest and other $ 30,787 $ 41,200 Operating expenses: Development 230,121 162,441 Sales and marketing 65,310 68,839 Consulting 61,408 88,871 Professional fees 47,650 44,045 General and administrative 45,141 76,949 Rent and property taxes 41,648 37,768 Management fees 36,000 35,000 Amortization of fixed assets 32,788 34,266 Factory overhead 17,078 6,569 Travel 8,139 16,991 Amortization 6,591 6,591 Interest and bank charges 461 228 Interest on convertible debenture - 13,764 Patents 938 - ---------------------------------------------------------------------------- 593,273 592,322 Loss for the period (562,486) (551,122) Deficit accumulated during development stage, beginning of period (8,164,555) (4,898,013) - ------------------------------------------------------------------------------- Deficit accumulated during development stage, end of period $ (8,727,041) $ (5,449,135) =============================================================================== Loss per share $ (0.02) $ (0.02) =============================================================================== Weighted average number of common shares outstanding, excluding shares held in escrow (note 3) 24,753,697 21,961,602 =============================================================================== See accompanying notes to interim financial statements. RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Consolidated Statements of Cash Flows Three month periods ended November 30, 2001 and 2000 (Unaudited) =============================================================================== 2001 2000 - ------------------------------------------------------------------------------- Cash provided by (used in): Operating activities: Loss for the period $ (562,486) $ (551,122) Items not involving cash: Interest on convertible debenture - 13,764 Amortization of fixed assets 32,788 34,266 Amortization of goodwill 6,591 6,591 Change in non-cash operating working capital: GST and other receivables (19,175) 100,944 Accounts payable and accrued liabilities 117,252 68,918 ---------------------------------------------------------------------------- (425,030) (326,639) Financing activities: Issuance of convertible debentures - 3,000 ---------------------------------------------------------------------------- - 3,000 Investing activities: Purchase of fixed assets - - ---------------------------------------------------------------------------- - - Change in cash and cash equivalents (425,030) (323,639) Cash and cash equivalents, start of period 697,494 3,191,274 - ------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 272,464 $ 2,867,635 =============================================================================== See accompanying notes to interim financial statements. RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Consolidated Statements of Operations and Deficit Six month periods ended November 30, 2001 and 2000, and cumulative from inception (Unaudited)
=============================================================================================================== Cumulative Period from June 13, 1991 (inception) to November 30, 2001 2000 2001 Income: Interest $ 37,269 $ 63,826 $ 204,793 Fees and licenses - - 622,482 ------------------------------------------------------------------------------------------------------------ 37,269 63,826 827,275 Operating expenses: Development 674,900 284,954 3,332,200 Consulting 168,137 166,532 1,595,325 Sales and marketing 124,338 113,031 507,893 Professional fees 123,914 179,272 1,033,285 Management fees 78,000 85,000 951,386 Rent and property taxes 76,510 68,893 300,052 General and administrative 76,469 126,881 710,135 Amortization of fixed assets 65,576 68,533 238,829 Factory overhead 35,214 12,255 88,280 Travel 20,682 32,399 377,007 Amortization 13,182 13,182 95,756 Interest and bank charges 1,014 499 137,110 Interest on convertible debenture - 20,807 141,834 Patents 938 - 45,224 ------------------------------------------------------------------------------------------------------------ 1,458,874 1,172,238 9,554,316 - --------------------------------------------------------------------------------------------------------------- Loss for the period (1,421,605) (1,108,412) (8,727,041) Deficit accumulated during development stage, beginning of period (7,305,436) (4,340,723) - - --------------------------------------------------------------------------------------------------------------- Deficit accumulated during development stage, end of period $ (8,727,041) $ (5,449,135) $ (8,727,041) =============================================================================================================== Loss per share $ (.06) $ (.05) $ - =============================================================================================================== Weighted average number of common shares outstanding, excluding shares held In escrow shares (note 3) 24,753,697 20,576,571 -
See accompanying notes to interim financial statements. RTICA CORPORATION (A DEVELOPMENT STAGE COMPANY) Interim Consolidated Statements of Cash Flows Six month periods ended November 30, 2001 and 2000, and cumulative from inception (Unaudited)
=============================================================================================================== Cumulative Period from June 13, 1991 (inception) to November 30, 2001 2000 2001 Cash provided by (used in): Operating activities: Loss for the period $ (1,421,605) $ (1,108,412) $ (8,727,041) Items not involving cash: Interest on convertible debenture - 20,807 115,970 Amortization of fixed assets 65,576 68,533 238,829 Amortization of goodwill 13,182 13,182 95,756 Interest expense on converted loan - - 96,000 Expenses settled by issuance of common shares - - 431,388 Foreign exchange gain 1,250 - (25,621) Change in non-cash operating working capital: GST and other receivables 24,302 72,827 (49,999) Prepaid expenses - - (8,442) Accounts payable and accrued liabilities 161,290 (661,068) 379,314 ------------------------------------------------------------------------------------------------------------ (1,156,005) (1,594,131) (7,453,846) Financing activities: Due to government 41,055 - 241,749 Issuance of convertible debentures - - 1,860,000 Issuance of common shares - 2,205,700 2,272,767 Issuance of special warrants - - 2,870,659 Exercise of share purchase warrants - 553,541 553,541 Proceeds from loan payable - - 254,000 ------------------------------------------------------------------------------------------------------------ 41,055 2,759,241 8,052,716 Investing activities: Purchase of fixed assets (5,387) (10,200) (613,876) Deferred development costs - - (1) Cash acquired on reverse takeover - - 261,850 ------------------------------------------------------------------------------------------------------------ (5,387) (10,200) (352,027) Foreign exchange gains held on foreign currency (1,250) - 25,621 - --------------------------------------------------------------------------------------------------------------- Change in cash and cash equivalents (1,121,587) 1,154,910 272,464 Cash and cash equivalents, start of period 1,394,051 1,712,725 - - --------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 272,464 $ 2,867,635 $ 272,464 ===============================================================================================================
See accompanying notes to interim financial statements. RTICA CORPORATION (FORMERLY INZECO HOLDINGS INC.) (A DEVELOPMENT STAGE COMPANY) Notes to Interim Consolidated Financial Statements Six month period ended November 30, 2001 (Unaudited) ================================================================================ 1. Significant accounting policies: These interim financial statements have been prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"), and include estimates and adjustments which in the opinion of management are necessary in order to make the financial statements not misleading Canadian GAAP differs in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States. For a full description of accounting polices which have been applied on a consistent basis in these interim financial statements, refer to the Company's annual financial statements. 2. Fixed Assets:
=================================================================================================== Accumulated Net Book Net Book Cost Amortization Value Value November 30 May 31 --------------------------------------------------------------------------------------------------- Machinery and equipment $ 530,336 $ 195,899 $ 334,437 $ 409,498 Furniture 11,451 4,690 6,761 8,288 Vehicles 15,848 7,088 8,760 5,897 Computer hardware 56,241 31,152 25,089 11,553 --------------------------------------------------------------------------------------------------- $ 613,876 $ 238,829 $ 375,047 $ 435,236 ===================================================================================================
3. Share capital: There were no common shares issued during the period. As of November 30, 2001, the Company had 34,052,636 common shares and 3,240,250 Company stock options outstanding. In addition, there are 201,667 compensation options outstanding exercisable at $0.60 per share and expiring on June 14, 2002, issued in connection with a private placement in June 2000. During the period, the company granted 125,000 options pursuant to the stock option plan, exercisable at $0.70 and expiring on July 31, 2004. There were NIL Company stock options which expired during the period. Using the treasury stock method, the weighted average number of common shares outstanding used in determining basic earnings per share excludes 9,298,939 of escrowed shares (2000: 9,845,939). RTICA CORPORATION (FORMERLY INZECO HOLDINGS INC.) (A DEVELOPMENT STAGE COMPANY) Notes to Interim Consolidated Financial Statements Six month period ended November 30, 2001 (Unaudited) ================================================================================ 4. Due to government: The company has signed a contract with the National Research Council of Canada, whereby the Company is eligible to receive up to $445,000 as a repayable contribution for various projects carried out by the Company. Repayment of these contributions begins on January 1, 2004 based on 1% of the Company's gross revenue up to a maximum of $667,500. 5. Related party transactions: Amounts expended during the six month period ended November 30, 2001 were as follows: =========================================================================== Type of service Nature of relationship November 30, 2001 --------------------------------------------------------------------------- Sales and marketing Shareholder and officer $ 91,328 Management fees Shareholder, director and officer 78,000 Development charges Shareholders and director 172,887 Consulting Shareholder and director 4,350 Professional fees Shareholder, director and officer 17,727 =========================================================================== 6. Comparative figures: Certain comparative figures have been reclassified to conform to presentation adopted in the current year. DESCRIPTION OF BUSINESS RTICA Corporation is involved in the commercial development of patented technology of insulation made from polyethylene terephthalate. RTICA insulation is made in a one step process that creates fibers and a high performance insulating structure. Multiple filaments of molten polymer are introduced into a high-speed airflow through proprietary dies to create thin fibers that become entangled to form a veil. These fibers are then further processed to form batts, loose fill (blow in) material, or other products. The company operates a research and testing facility at 999 Barton Street, Stoney Creek Ontario, L8E 5H4. The Company manages its own research, development and product development activities. Certain research projects are contracted to the National Research Council of Canada, Industrial Materials Institute in Boucherville, Quebec. Technologically, the Company's priority is to advance RTICA insulation material and process for full scale commercial production. The Company has two wholly owned subsidiaries; however, the entity is managed as a consolidated entity. DISCUSSIONS OF OPERATING RESULTS AND FINANCIAL CONDITION Consolidated assets of RTICA Corporation during the interim period ended November 30, 2001 decreased from $1,164,369 at August 31, 2001 to $719,135. Cash and short-term investments decreased from $697,494 at August 31, 2001, to $272,464 at November 30, 2001. During the three months ended November 30, 2001, there were no capital stock transactions RTICA has generated NIL revenues from the sale of product during the quarter ended November 30, 2001; interest income of $30,787 was earned. Year to date, interest income was $37,269 versus $63,826. Operating expenses during the quarter ended November 30, 2001 of $593,273 were comparable with the prior period of $593,322. Year to date, operating expenses were $1,458,874 versus $1,172,238 in the prior period. The increase over the prior year was the result of increased technology development initiatives. ACCOUNTING TREATMENT FOR DEVELOPMENT EXPENDITURES RTICA has adopted generally accepted accounting pronouncements for development costs requiring that these items be expensed in the period incurred until technical feasibility has been obtained, adequate resources exist to market the technologies, and recoverability of costs incurred is assured, at which time development costs are capitalized. During the three month period ended November 30, 2001, RTICA expended $230,121 on development, $61,408 on consulting fees, $65,310 on sales and marketing initiatives (compares to $162,441, $88,871 and $68,839 respectively). Besides development costs, no capital assets or other intangible assets have been written off during the year. Capital assets indicated on the balance sheet include machinery and equipment, computer hardware, office furniture and vehicles. RELATED PARTY AGREEMENTS The Company has entered into consulting agreements with certain directors, officers and shareholders for services, as described in schedule B. Due to the nature of the company, the use of consultant agreements limits the Company's commitments which would arise in the case of employee contracts. MATERIAL COMMITMENTS On June 21, 1999, the Company signed a contract with the National Research Council of Canada. The Company is committed to pay NRC $745,000 to June 2002. The Company is eligible to be reimbursed up to 40% of total expenditures incurred, to a maximum of $200,000. On November 1, 2000, the Company signed a contract with the NRC whereby the Company is eligible to receive up to $445,000 as a repayable contribution for various research and development projects carried out by the Company. Repayment of these contributions begins on January 1, 2004 based on 1% of the Company's gross revenues up to a maximum of $667,500. The Company is required to contribute two-thirds of the total cost of the work, otherwise its reimbursements will be proportionately reduced. INVESTOR RELATIONS ARRANGEMENTS The Company has entered into an agreement with First Canadian Capital Corporation for corporate communications and investor relations, including communicating with present and potential shareholders and media, relating to the affairs of the Company. During the period ended November 30, 2001, this consultant received $12,000 for fees and expenses (year to date $24,000). OTHER MATERIAL ITEMS During the quarter ended November 30, 2001, there have been: a) no material legal proceedings against the Company b) except as described elsewhere, no contingent liabilities c) no defaults under debt or other contractual obligations d) no breach of corporate, securities or other laws e) no regulatory approvals required f) no significant management changes g) no special resolutions passed by shareholders and not otherwise communicated to appropriate regulatory bodies SUBSEQUENT EVENTS Subsequent to November 30, 2001, there have been no significant events requiring disclosure FINANCINGS, PRINCIPAL PURPOSES and MILESTONES Not applicable LIQUIDITY AND SOLVENCY As at November 30, 2001, the Company has current assets of $330,905 and current liabilities of totaling $460,659. As stated in note 1 to the audited financial statements dated May 31, 2001, the ability of the Company to continue as a going concern is depending upon the ongoing support of its shareholders, the attainment of financing necessary to complete the technology and begin commercial production and the achievement of profitable operations from the commercial production and licensing of the insulating products and sale of licensing rights. The Company plans to enter into private placement and/or other financing arrangements during the next fiscal year in order to finance continued development of Company technologies and commence commercial production. As of the date thereof, no arrangements have been consummated for such financing activities. Signatures 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. RTICA Corporation --------------------------------------- (Registrant) Date January 30, 2002 By:/s/ Warren Arseneau ---------------- ------------------------------------ *Warren Arseneau, President * Print the name and title of the signing officer under his signature. -----END PRIVACY-ENHANCED MESSAGE-----