-----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, G0DHyrMy6jPlSvnfi60gIeG3OdXsw80q6hRqUBq3Ut6VE7phv4TafUCZxd7PH3F3 oTJTcK04qXVkylSiMytWgQ== 0001123195-02-000006.txt : 20020829 0001123195-02-000006.hdr.sgml : 20020829 20020829121512 ACCESSION NUMBER: 0001123195-02-000006 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020829 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 02752231 BUSINESS ADDRESS: STREET 1: 2001 W. MAIN STREET, STE. 208 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039610306 10QSB/A 1 j10-qsba1.txt AMENDMENT NO. 1 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, 2002 [ ] 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 06-1588136 State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431 (Address of Principal Executive Offices) (561) 988-2610 (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 15, 2002, the Company had 46,804,131 shares of Common Stock, $0.001 par value, outstanding and 1,000,000 shares of convertible preferred stock outstanding. Transitional Small Business Disclosure Format (check one): Yes No X__ PART I - FINANCIAL INFORMATION Item 1. Financial Statements: BASIS OF PRESENTATION As used herein, the term "Company" refers to Precom Technology, Inc., a Delaware corporation, unless otherwise indicated. 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, 2001, which are included in our Form 10-KSB filed with the Securities and Exchange Commission ("SEC") on April 15, 2002. 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, 2002 are not necessarily indicative of results that may be expected for the year ending December 31, 2002. The financial statements are presented on the accrual basis. The Company's independent auditor has not reviewed the financial statements included in this filing. An amendment to this filing will be made when the independent review is completed. Precom Technology, Inc. Balance Sheets June 2002 And June 2001 Jun 30, 2002 Jun 30, 2001 ASSETS Current Assets Cash and Cash equivalents 7,472 - Other Current Assets 180,212 - Total Current Assets 187,684 0 TOTAL ASSETS 187,684 0 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 63,964 102,803 Notes Payable 73,292 0 Total Liabilities 137,256 102,803 Equity Common Stock 46,804 2,121 Par value $.001 per share Authorized 50,000,000 shares Issued and Outstanding 46,804,131 Preferred Stock Par value $.001 per share Authorized 10,000,000 shares Issued and Outstanding 1,000,000 1,000 0 Paid in Capital in excess of par value stock 480,286 363,242 Retained Earnings -482,185 -468,166 Current Income 4,522 0 Total Equity 50,427 -102,803 TOTAL LIABILITIES & EQUITY 187,684 -102,803 Precom Technology, Inc. Statement of Operations For Three Months Ended June 30, 2002 Three Months Ended Three Months Ended June 30, 2002 June 30, 2001 Income 38,144 0 Ordinary Income/Expense Expense Administrative & General Exps 14,318 9,444 Legal & Professional 8,844 Office Expense 471 Office Rent 9,989 Development costs Total Expense 33,622 9,444 Net Ordinary Income 4,522 -9,444 Net loss per share basic and diluted (0.000) (0.004) Weighted average number of shared outstanding 46,804,131 2,120,850 Precom Technology, Inc. Statement of Stockholders' Surplus For the Period April 1, 2002 through June 30, 2002
Preferred Stock Common Stock PIC in excess Deficit Total Shares Amount Shares Amount of Par Value Accumulated Mar-02 2,120,820 2,121 363,242 (482,185) (116,822) Shares Issued during quarter Ending 6/30/02 1,000,000 1,000 - - 1,000 44,683,311 44,683 117,044 4,522 166,249 Total 1,000,000 1,000 46,804,131 46,804 480,286 (477,663) 50,427
Precom Technology, Inc. Statements of Cash Flow For Three Months Ended June 30, 2001 And June 30, 2002 Three Months Three Months Ending June 30, 2002 Ending June 30, 2001 Cash at Beginning of Period 0 0 Cash Flows from Operating Activities (65,820) - Cash Flows from Financing Activities 73,292 - Net Cash at end of Period 7,472 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS - -------------------------- Forward-looking statements, based on management's current views and assumptions, are made throughout this Form 10-QSB. These statements, including consolidated pro forma financial 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, limited capital resources and general economic conditions. OVERVIEW - --------- On February 25, 2002, we entered into a Share Exchange Agreement with CGI International Holdings, Inc., a Delaware corporation, ("CGI"), and its shareholders. We reported this transaction in an 8-K filed with the SEC on March 26, 2002 and attached a copy of the Share Exchange Agreement as Exhibit 1 to the 8-K. On April 9, 2002, we decided to rescind that Share Exchange Agreement and to proceed with a simpler transaction that could be accomplished immediately and with a better result for our shareholders. Under the new transaction, CGI agreed to purchase 40 million shares of our common stock for a capital investment in the Company equal to $2,000,000. Please refer to our Form 10-KSB filed with the SEC April 15, 2002 for further discussion of the share acquisition. A copy of the Subscription Agreement dated April 9, 2002 is attached as Exhibit 10.1 to our Form 10-KSB filed with the SEC on April 15, 2002. The Subscription Agreement was satisfied by a secured promissory note from CGI, payable within six months. On July 22, 2002, CGI transferred the shares, subject to the promissory note, to International Financial Concierge Services, Inc., ("IFCS") which now owns the shares. On May 26, 2002, we entered into a Share Exchange Agreement with CGI, Saddleback Financial Corporation, a Delaware corporation ("Saddleback"), Leaseco Holding, Inc., an Illinois corporation and Merchants Capital Corporation for the acquisition of the assets related to the equipment leasing business of Saddleback, which is based in Orange, California ("Saddleback Acquisition"). For further information please refer to our Form 8-K filed with the SEC on June 19, 2002, disclosing our acquisition of the assets of Saddleback Finance, Inc. The share exchange partially closed as of June 1, 2002 and the tangible assets of the leasing business were transferred to Saddleback Finance, Inc. ("SFI"), a new subsidiary of the Company incorporated on May 26, 2002 for that purpose. During June, SFI relocated the offices of the business to new offices in Anaheim. CA due to the failure of the old business to pay rent due to its landlord. Over the next six weeks, SFI began operations of the business, although the steps necessary to complete the Share Exchange Agreement had not yet been completed and no shares of the Company's stock had been issued as the consideration for the transaction. As a result of the continuing due diligence and actual operating results differing significantly than the represented results, on August 15, 2002, SFI and the Company rescinded the Share Exchange Agreement, closed the operations in Anaheim, CA and advised the seller that the business had been closed. No response was received from the seller. RESULTS OF OPERATIONS - --------------------- The Company had no operations in the first quarter of 2002 and its sole business model since early 2000 has been to identify, acquire or merge with a viable business operation. Management made numerous efforts to pursue the Company's original business plan and to raise capital to operate the business. Unfortunately the equity markets underwent significant turmoil and uncertainty over the past two years. As a result, our ambitious plans for a capital-intensive business were unsuccessful and our capital needs could not be realized. Accordingly we abandoned our original business plan and began to look for potential acquisition candidates. These factors raised doubt as to our ability to continue as a going concern and our auditors included a going concern warning in their audit report for the year ended December 31, 2001, as reported on our 10-K filed with the SEC on April 15, 2002. Management's plans to eliminate the going concern situation included but were not limited to seeking a merger or acquisition candidate. A mature and businesslike evaluation of our affairs required the consideration of the foreseeable possibility of business failure. Accordingly, a reverse acquisition transaction or other merger transaction became a possible and foreseeable solution. In early January 2001, we had received an offer from GroupNow, Inc. dated November 1, 2000 to acquire a controlling interest in our company. On or about March 5, 2001, we contacted GroupNow, Inc., to follow up on their progress and to consider an opportunity to be acquired by our Company. After the discussions with Information Technology, Inc., we re-opened discussions with GroupNow. We entered into a Stock Exchange Agreement with GroupNow Inc. on June 4, 2001 and commenced the necessary due diligence and SEC disclosure process. In our Form 10Q for the Third Quarter of 2001, filed with the SEC on November 14, 2001, we announced that the proposed transaction with GroupNow Inc. had been called off due to extenuating circumstances. We then began to search for a more suitable acquisition partner. Negotiations between CGI and the Company began in early February, 2002 and resulted in the execution of a Share Exchange Agreement between CGI and its shareholders and the Company dated February 25, 2002. A copy of the Share Exchange Agreement was included in the Form 8-K reporting the agreement filed with the SEC on March 26, 2002. Subsequently, we decided to rescind that Agreement and entered into a Subscription Agreement with CGI on April 9, 2002, under which CGI agreed to subscribe for 40,000,000 shares of our common stock in return for a promissory note, secured by the stock, for $2,000,000. This transaction, and a copy of the Subscription Agreement and Promissory Note, were reported on Form 10-KSB, filed with the SEC on April 15, 2002. On July 26, 2002, the shares acquired by CGI and the promissory note were acquired by IFCS, a Florida corporation. From June 1, 2002 until August 15, 2002, the Company, through its wholly- owned subsidiary SFI, operated an equipment leasing business in Anaheim, CA. Due to misrepresentations regarding the assets, prospects and work in process of the acquired business, the equipment leasing business of SFI was closed on August 15, 2002, and the tangible assets were liquidated to pay debts of the business. The Company continues its own equipment leasing business for its existing client base and is actively searching for new acquisitions in the equipment leasing industry, which the company considers to be a viable, growing market segment. The results of the Company's financial activity for the quarter ending June 30, 2002 have been adjusted to reflect the closing of the business on July 26, 2002, although the actual closing occurred after the end of the quarter. The Company incurred general and administrative expenses of $33,622 during the second quarter of 2002, resulting in a gain the quarter of $4,522 and a cumulative gain of $4,522. In addition, as of the most recent quarter ending June 30, 2002, we have incurred cumulative net losses of $477,663 from inception. Currently the Company does not have sufficient resources to meet the Company's cash requirements. The Company is current seeking to raise additional capital through various vehicles including but not limited to acquisitions of other business concerns, private stock placements, or public offerings. PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Company is not currently engaged in any legal proceedings and no legal proceedings are currently threatened against the Company. Robert Hipple, CEO of the Company, Rodney Read, COO, and Drew Roberts, CFO, acting as officers of CGI, the former majority shareholder of the Company, were named as defendants in an action entitled David K. Broadbent, as Receiver, et al. vs. CGI International Holdings, Inc. et al filed March 21, 2002 in the United States District Court for the District of Utah, Central Division, Civil Action No. 2:02-C-230. Neither the Company nor its majority shareholder, IFCS, are named in or are parties to the action, and had no involvement in any matter alleged in the action. In the action, the Receiver is seeking to ascertain whether any assets of a now defunct corporation by which all the three individuals had been employed prior to October 15, 2001 (Mr. Roberts until December 31, 2001) were acquired by CGI when it was formed on January 24, 2002. The old company, which ceased all active business prior to the end of 2001, is the subject of an SEC civil enforcement action, along with its individual owner and several related entities and persons, none of whom were ever employed by or affiliated with CGI. The SEC action against the old company was commenced on January 15, 2002 (prior to the formation of CGI) and all of the business and assets of the old company were frozen by the SEC at that time. The Receiver was later appointed on January 23, 2002 at the request of the SEC to identify and gather the assets of the old company for the benefit of its creditors. Based on a review of the pleadings and other documents filed in the Receiver action, no liability is expected to result from this action on the part of CGI, or any of the named individuals, because no assets or other property of the old company are held by CGI, or any of the named individuals. Motions to Dismiss the claims against CGI and the named individuals for failure to state a cause of action, or for judgment on the pleadings, have been filed in the Receiver's action and are currently pending with the Court. Item 2. Changes in Securities. On February 25, 2002, we entered into a Share Exchange Agreement with CGI, and its shareholders. We reported this transaction in an 8-K filed with the SEC on March 26, 2002 and attached a copy of the Share Exchange Agreement as Exhibit 1 to the 8-K. On April 9, 2002, we decided to rescind that Share Exchange Agreement and to proceed with a simpler transaction that could be accomplished immediately and with a better result for our shareholders. Under the new transaction, CGI agreed to purchase 40 million shares of our common stock for a capital investment in the Company equal to $2,000,000 (the "Subscription Agreement). Please refer to the Company's Form 10-KSB filed with the SEC on April 15, 2002 for further discussion of the Subscription Agreement. On July 26, 2002, IFCS acquired the shares issued to CGI and assumed the obligation under the promissory note secured by the shares, and IFCS remains as the majority shareholder of the Company. Effective April 16, 2002, the Company issued 1,000,000 warrants to Greenwich Financial Group. Please refer to Item 5 for further discussion of the Warrant Agreement. On April 12, 2002, the Company entered into a subscription agreement with Dana Hipple, wife of Robert Hipple, President, CEO and Chairman of the Company, whereby the Company issued 2,030,811 shares of the Company's common stock for $101,540.55. The proceeds from this subscription were used by the Company for payroll and other operating expenses. Saddleback Acquisition Pursuant to the Saddleback Acquisition, the Company agreed to issue 1,000,000 shares of non-voting, non-cumulative shares of Class B Preferred Stock to Saddleback Financial Corporation for its assets other than tangible assets. The Preferred Stock to be issued would be subject to conversion into additional common shares in one year, having a value of $2.5 million, based on the market closing price at that time. The preferred shares were not issued because all of the conditions to closing the transaction were not met. In view of the rescission of the acquisition effective August 15, 2002, these preferred shares will not be issued. As part of the Share Exchange Agreement, the Company also agreed to issue 500,000 shares of its common stock pursuant to a Consulting Services Agreement, dated June 3, 2002, between the Company and Lee C. Summers, Trustee for Merchants Capital and Yasar Samarah (the "Consulting Agreement"). The 500,000 shares were included in an S-8 registration statement filed July 3, 2002. A copy of the Consulting Agreement is attached as Exhibit 1 to the S-8. The Consulting Agreement also has been terminated, effective August 15, 2002, as part of the rescission of the Share Exchange Agreement. No services were performed under the Consulting agreement. Acquisition of Interest in Venture Fund Effective June 30, 2002, the Company subscribed for a limited partnership interest in the Prospect Private Equity Fund. The Subscription Agreement, a copy of which is attached as Exhibit 10.3, was for a $10 million interest in the Fund, and was satisfied with the issuance to the Fund of 1,000,000 shares of Series B convertible preferred stock of the Company. The Series B preferred stock is convertible into common shares having a value of $10 million based on the average trading price of the Company's common shares at the time of conversion. A copy of the Series B Preferred Stock Statement of Rights and Preferences is attached as Exhibit 4.1. Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other information. The Company has agreed to honor and complete certain agreements and conditions that were contemplated under the rescinded Share Exchange Agreement. The following are the related transactions the Company has entered into: The Company has issued warrants to Greenwich Financial Group ("GFG") to purchase 1,000,000 shares of the Company's common stock at $2.00 per share for a period of three (3) years commencing April 16, 2002. A copy of the Warrant Agreement with GFG is attached as Exhibit 10.1 to the Company's 10-QSB to the period ending March 30, 2002. The Company also agreed to issue a total of 3,850,000 restricted shares of the Company's common stock to GFG (the GFG Shares") as part of the acquisition of a controlling interest in the Company by CGI, in which CGC acted as a consultant to the Company. Issuance of the GFG Shares is as follows: 100,000 of the GFG Shares have been included in the Company's registration statement on Form S-8 filed with the SEC May 8, 2002 (the "S-8"). 50,000 of these shares were issued each to Nicholas M. Calapa, director of the Company and Bruce Keller, former director of the Company, pursuant to separate consulting agreements with Messrs. Calapa and Keller. Copies of the consulting agreements are attached as Exhibits 4.2 and 4.3 to the S-8. 1,350,000 of the GFG Shares are subject to a Lock-up Agreement effective May 8, 2002 (the "Lock-up Agreement") between GFG and the Company. The Lock-up Agreement provides for the release of the subject shares for sale at the rate of 15% per month (210,000 shares) once the subject shares become free trading as a result of an effective registration of the subject shares and elimination of any transfer restrictions. A copy of the Lock-up Agreement is attached as Exhibit 10.2 to the Company's 10-QSB to the period ending March 30, 2002. The Company has agreed to include the 1,350,000 shares on a Form SB-2 which the Company intends to use its best efforts to file with the SEC by September 15, 2002. 2,400,000 of the GFG Shares will remain restricted shares. The Company issued 1,250,000 shares of its common stock each to Randall Letcavage and Rosemary Nguyen, principals of iCapital Corporation, pursuant to a Financial Consulting Services Agreement dated April 17, 2002, between the Company and Randall Letcavage and Rosemary Nguyen (the "Financial Consulting Agreement"). These 2,500,000 shares are included in the S-8 registration statement filed May 8, 2002. A copy of the Financial Consulting Agreement is attached as Exhibit 4.1 to the S-8. Item 6. Exhibits and reports on Form 8-K Exhibits. Exhibits that are required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 13 of this Form 10-QSB, and are incorporated herein by this reference. Reports on Form 8-K. The Company filed one report on Form 8-K during the quarter for which this report is filed: On June 19, 2002, the Company filed a Form 8-K disclosing the Company's acquisition of Saddleback Finance, Inc. 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/Robert J. Hipple---- Robert J. Hipple President and CEO DATED: August 19, 2002 INDEX TO EXHIBITS EXHIBIT NO. PAGE NO. DESCRIPTION 3.1 * Articles of Incorporation, as amended, incorporated by reference to the Registrant's Form 8-K12g3, filed on September 12, 2000. 3.2 * Bylaws, as amended, incorporated by reference to the Registrant's Form 8-K12g3, filed on September 12, 2000. 4.1 * Series B Preferred Stock Statement of Rights and Preferences, incorporated by reference to the Registrant's Form 10-QSB for the period ending June 30, 2002. 10.1 * Warrant Agreement with Greenwich Financial Group effective May 8, 2002, incorporated by reference to the Registrant's Form 10-QSB for the period ending March 31, 2002. 10.2 * Registration and Lock-up Agreement between the Company and Greenwich Financial Group, effective May 8, 2002, incorporated by reference to the Registrant's Form 10-QSB for the period ending March 31, 2002. 10.3.1 * Subscription Agreement for Prospect Private Equity Fund, incorporated by reference to the Registrant's Form 10-QSB for the period ending June 30, 2002. 99.1 * Certification of Chief Executive Officer, incorporated by reference to the Registrant's Form 10-QSB for the period ending June 30, 2002. 99.2 * Certification of Chief Financial Officer, incorporated by reference to the Registrant's Form 10-QSB for the period ending June 30, 2002. * Previously filed as indicated and incorporated herein by reference from the referenced filings previously made by the Company. 1 24 1
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