-----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, R9qztplCJiPoYLA4XXGKZzKc5+y87qzsZz6cQ0w2EBI+E9/KmqFvYxKVH5STVH// Ux07XoeKKGjc+NFewZIO9Q== 0001046532-01-500188.txt : 20010817 0001046532-01-500188.hdr.sgml : 20010817 ACCESSION NUMBER: 0001046532-01-500188 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECOM TECHNOLOGY INC CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061588136 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 1716693 BUSINESS ADDRESS: STREET 1: 2001 W. MAIN STREET, STE. 208 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039610306 10QSB 1 f10qsb62001_precom.txt FORM 10-QSB FOR JUNE 30, 2001 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 0-31507 PRECOM TECHNOLOGY, INC. (Name of Small Business Issuer in Its Charter) Florida (State or Other Jurisdiction of Incorporation or Organization) 06-1588136 (I.R.S. Employer Identification No.) 2001 West Main Street, Suite 208, Stamford, CT 06902 (Address of Principal Executive Offices) (Zip Code) (203) 961-0306 (Issuer's Telephone Number, Including Area Code) 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 14, 2001, the Company had 1,940,820 shares of Common Stock outstanding, $0.001 par value. PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 Part I - FINANCIAL INFORMATION
TABLE OF CONTENTS Page No. INDEPENDENT ACCOUNTANTS' REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2 Statements of Operations 3 Statement of Changes in Stockholders' Equity (Deficit) 4 Statements of Cash Flows 5 - 6 Notes to Financial Statements 7 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-12 PART II - OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Signatures 14
PART I - FINANCIAL INFORMATION Item 1. Financial Statements: BASIS OF PRESENTATION The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended December 31, 2000. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2001 are not necessarily indicative of results that may be expected for the year ending December 31, 2001. The financial statements are presented on the accrual basis. PRECOM TECHNOLOGY, INC. FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 (UNAUDITED) TABLE OF CONTENTS
Page No. INDEPENDENT ACCOUNTANTS' REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2 Statements of Operations 3 Statement of Stockholders' (Deficit) 4 Statements of Cash Flows 5 Notes to Financial Statements 6 - 9
INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Board of Directors and Stockholders Precom Technology, Inc. We have reviewed the accompanying balance sheet of Precom Technology, Inc. as of June 30, 2001 and the related statements of operations and cash flows for the six months ended June 30, 2001 and 2000 and the statement of stockholders' (deficit) for the six months ended June 30, 2001 in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Precom Technology, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 6, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. We have audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of Precom Technology, Inc. as of December 31, 2000, and the related statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 30, 2001 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2000, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. Moffitt & Company, P.C. Scottsdale, Arizona July 30, 2001 PRECOM TECHNOLOGY, INC. BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 ASSETS
June 30, December 31, 2001 2000 (Unaudited) (Audited) ----------- --------- TOTAL ASSETS $ 0 $ 0 ========= ========= LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable Stock Transfer Agent $ 17,293 $ 17,293 Greenwich Financial Group 59,188 40,200 Legal and Accounting Fees 26,322 9,278 --------- --------- TOTAL CURRENT LIABILITIES 102,803 66,771 --------- --------- STOCKHOLDERS' (DEFICIT) Preferred stock, par value $ 0.001 per share Authorized 10,000,000 shares Issued and outstanding - 0 - shares 0 0 Common stock, par value $ 0.001 per share Authorized 50,000,000 shares Issued and outstanding - 2,120,850 shares 2,121 2,121 Paid in capital in excess of par value of stock 363,242 363,242 Retained earnings (deficit) (468,166) (432,134) --------- --------- TOTAL STOCKHOLDERS' (DEFICIT) (102,803) (66,771) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 0 $ 0 ========= =========
See Accompanying Notes and Independent Accountants' Review Report. 2 PRECOM TECHNOLOGY, INC. STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
Three Months Six Months Ended June 30, Ended June 30, 2001 2000 2001 2000 ------------------ ------------------ ------------------ ----------------- REVENUE $ 0 $ 0 $ 0 $ 0 GENERAL AND ADMINISTRATIVE EXPENSES 9,444 17,200 36,032 17,200 ------------- ----------- ------------------ ----------------- NET (LOSS) $ (9,444) $ (17,200) $ ( 36,032) $ ( 17,200) ============= =========== ================== ================= NET (LOSS) PER COMMON SHARE Basic and diluted $ (.00) $ (.01) $ ( .02) $ ( .01) ============= =========== ================== ================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and diluted 2,120,850 1,920,822 2,120,850 1,920,822 ============= =========== ================== =================
See Accompanying Notes and Independent Accountants' Review Report. 3 PRECOM TECHNOLOGY, INC. STATEMENT OF STOCKHOLDERS' (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)
Paid in Capital in Excess of Retained Preferred Stock Common Stock Par Value Earnings Shares Amount Shares Amount of Stock (Deficit) ------ ------ ------ ------ -------- --------- BALANCE, JANUARY 1, 2001 0 $0 2,120,850 $2,121 $363,242 $ (432,134) NET (LOSS) FOR THE SIX MONTHS ENDED JUNE 30, 2001 0 0 0 0 0 (36,032) - -- --------- ------ -------- - >>>>>>>> BALANCE, JUNE 30, 2001 0 $0 2,120,850 $2,121 $363,242 $ (468,166) == ========= ====== ======== = ========
See Accompanying Notes and Independent Accountants' Review Report. 4 PRECOM TECHNOLOGY, INC. STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
Three Months Six Months Ended June 30, Ended June 30, 2001 2000 2001 2000 ------------------ ------------------ ------------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ ( 9,444) $ ( 17,200) $ ( 36,032) $ ( 17,200) Changes in operating assets and liabilities: Accounts payable 9,444 17,200 36,032 17,200 ------------- ------------------ ------------------ ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 0 0 0 0 ------------- ------------------ ------------------ ------------- CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0 ------------- ------------------ ------------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0 0 ------------- ------------------ ------------------ ------------- NET INCREASE IN CASH 0 0 0 0 CASH AT BEGINNING OF PERIOD 0 0 0 0 ------------- ------------------ ------------------ ------------- CASH AT END OF PERIOD $ 0 $ 0 $ 0 $ 0 ============= ================== ================== ============= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION INTEREST PAID $ 0 $ 0 $ 0 $ 0 ============= ================== ================== ============= TAXES PAID $ 0 $ 0 $ 0 $ 0 ============= ================== ================== =============
See Accompanying Notes and Independent Accountants' Review Report. 5 PRECOM TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 (UNAUDITED) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business ------------------ Precom Technology, Inc. was organized on September 1, 1996, under the laws of the State of Florida. The Company is inactive and is seeking a merger candidate. (See Note 9) Accounting Estimates -------------------- Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Income Taxes ------------ Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Net (Loss) Per Share -------------------- The Company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effects on net (loss) per share are excluded. NOTE 2 RESTATEMENT OF COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF PAR VALUE OF STOCK On February 5, 2001, the Company effected a 1 for 100 reverse stock split on 19,208,522 shares of stock. On March 19, 2001, the Company then had a 10-1 forward stock split on 192,008 shares. See Accompanying Notes and Independent Accountants' Review Report. 6 PRECOM TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 (UNAUDITED) NOTE 2 RESTATEMENT OF COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF PAR VALUE OF STOCK (CONTINUED) The stock splits have been retroactively recorded in the financial statements as if they occurred at the date of inception. NOTE 3 INCOME TAXES Significant components of the Company's deferred tax assets and liabilities are as follows as of June 30, 2001 and 2000:
2001 2000 ------------------ ------------------ Deferred tax assets Net operating losses carryforward $ 63,000 $ 56,009 Less valuation allowance 63,000 56,009 ------------------ ------------------ Net deferred tax assets $ 0 $ 0 ================== ================== Deferred tax liabilities $ 0 $ 0 ================== ==================
A reconciliation of the valuation allowance is as follows:
2001 2000 ------------------ ------------------ Balance at beginning of period $ 57,959 $ 56,009 Addition for period 5,041 0 ------------------ ------------------ Balance at end of period $ 63,000 $ 56,009 ================== ==================
NOTE 4 NET OPERATING LOSS CARRYFORWARDS The Company has the following net operating loss carryforwards at December 31, 2000:
Tax Year Amount Expiration date -------- ------ --------------- December 31, 1996 $ 16,703 2016 December 31, 1997 178,200 2017 December 31, 1998 171,241 2018 December 31, 1999 7,249 2019 December 31, 2000 12,396 2020 June 30, 2001 36,032 2021 --------------------- $ 421,821 =====================
Future changes in ownership may limit the ability of the Company to utilize its net operating loss carryforwards. See Accompanying Notes and Independent Accountants' Review Report. 7 PRECOM TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 (UNAUDITED) NOTE 5 PREFERRED STOCK No rights or preferences have been assigned to the preferred stock. NOTE 6 GOING CONCERN These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred net losses of $468,166 from inception. In addition, the Company has abandoned all development activities and has no assets. These factors raise doubt as to the Company's ability to continue as a going concern. Management's plans to eliminate the going concern situation include but are not limited to seeking a merger candidate. NOTE 7 BUSINESS COMBINATION In August 2000, the company merged with Provence Capital Corporation, Inc. and accounted for the transaction as a pooling of interest. The Company recorded the merger as follows: Increase in common stock $ 200 Increase in paid in capital in excess of par value of stock 6,770 The following unaudited information presents certain income statement data of the separate companies for the period preceding the merger:
2000 ---- Net sales Precom Technology, Inc. $ 0 Provence Capital Corporation, Inc. 0 Net (loss) Precom Technology, Inc. ( 42,170) Provence Capital Corporation, Inc. ( 6,970)
There were no material transactions between Precom Technology, Inc. and Provence Capital Corporation, Inc. prior to the merger. The effects of conforming Provence Capital Corporation, Inc.'s accounting policies to those of Precom Technology, Inc. were not material. See Accompanying Notes and Independent Accountants' Review Report. 8 PRECOM TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 AND 2000 (UNAUDITED) NOTE 8 UNAUDITED FINANCIAL INFORMATION The accompanying financial information as of June 30, 2001 is unaudited. In management's opinion, such information includes all normal recurring entries necessary to make the financial information not misleading. NOTE 9 SHARE EXCHANGE WITH GROUPNOW, INC. On June 4, 2001, The Board of Directors approved a Share Exchange Agreement with GroupNow, Inc. and its shareholders to acquire all of the issued and outstanding stock of GroupNow in exchange for 9,453,017 shares of our common stock, par value $0.001. This transaction has the effect of a what is commonly referred to as a "reverse acquisition" in that the Company is the legal acquirer; however, GroupNow is the accounting acquirer. As a condition of the Share Exchange Agreement, the Company expects to change its name to GroupNow, Inc. and reverse split the common stock at a ratio of 1 for 20. In connection with the legal form of this transaction, GroupNow, Inc, will become a wholly- owned subsidiary of the Company. For accounting purposes, the acquisition will be treated as a recapitalization of GroupNow rather than a business combination. The Share Exchange is expected to close following the Company's compliance with all federal and state filing requirements. See Accompanying Notes and Independent Accountants' Review Report. 9 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Forward-Looking Statements - -------------------------- Forward-looking statements, based on management's current views and assumptions, are made throughout the Management's Discussion and Analysis and elsewhere in this report to stockholders. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected. Among the factors that may affect operating results are the following: success of the Company's change in focus; competitive environment; and general economic conditions. Results of Operations - --------------------- The Company had no operations in the second quarter of 2001. Future Outlook - -------------- The Company has entered into an agreement to merge with a Company known as Group Now. Group Now is an integrator, a Company focused on acquiring and managing the integration of companies that have common or similar strengths and operations. Group Now plans to acquire cash flow positive companies in specific industries and integrate those industry-specific companies into a unified, nationally branded organization that offers much greater growth potential than that of a single company in a traditional market sector. 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 a Vote of Security Holders. None Item 5. Other information. None. Item 6. Exhibits and reports on Form 8-K. None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this 10-QSB report to be signed on its behalf by the undersigned thereunto duly authorized. Precom Technology, Inc., a Florida corporation By: /s/ Nicholas M. Calapa ------------------------- Nicholas M. Calapa President DATED: August 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----