-----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, CvdRKnjKMpIMJS3g92MFI6rc8/1NnFAFQLUxqFpOH/AccOqNN4xo/JAkErrZ5uJf XPmKbBuuWL1F87IHixYMag== 0000939802-01-500036.txt : 20010516 0000939802-01-500036.hdr.sgml : 20010516 ACCESSION NUMBER: 0000939802-01-500036 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSIFIED TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 510356301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 002-41703 FILM NUMBER: 1638269 BUSINESS ADDRESS: STREET 1: 48 SW 16TH STREET CITY: DANIA BEACH STATE: FL ZIP: 33004 BUSINESS PHONE: 9723064604 MAIL ADDRESS: STREET 1: 4221 E PONTATOC CANYON DRIVE STREET 2: STE 5037 D CITY: TUCSON STATE: AZ ZIP: 85718 FORMER COMPANY: FORMER CONFORMED NAME: CASSCO CAPITAL CORP DATE OF NAME CHANGE: 19940804 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 10QSB 1 q101.txt U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2001. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ------------ to ------------. Commission file number 002-41703 ---------------------------- DIVERSIFIED TECHNOLOGIES GROUP, INC ------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 43-159416 - -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 48 S.W. 16TH Street, Dania Beach, FL 33004 ------------------------------------------ (Address of principal executive offices) (954) 927-0034 Issuer's telephone number (Former name, former address and former fiscal year, if changed since last report.) 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: March 31, 2001 22,540,000 Transitional Small Business Disclosure Format (check one). Yes ; No X PART I Item 1. Financial Statements INDEPENDENT ACCOUNTANT'S REPORT Diversified Technologies Group, Inc. (A Development Stage Company) We have reviewed the accompanying balance sheet of Diversified Technologies Group, Inc. (A Development Stage Company) as of March 31, 2001 and December 31, 2000, and the related statements of operations and cash flows for the three month periods ended March 31, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statement 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 for them to be in conformity with generally accepted accounting principles. Respectfully submitted \s\ Robison, Hill & Co. Certified Public Accountants Salt Lake City, Utah May 14, 2001 3 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) BALANCE SHEETS (Unaudited) March 31, December 31, 2001 2000 --------- --------- ASSETS Current Assets Cash ............................................. $ -- $ 417 --------- --------- Total Assets ................................ $ -- $ 417 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts Payable ................................ $ -- $ 5,779 Loans Payable - Shareholders .................... 15,262 9,900 --------- --------- Total Liabilities ........................... 15,262 15,679 --------- --------- Stockholders' Equity: Preferred Stock, Par value $.001 Authorized 10,000,000 shares Issued - None ................................... -- -- Common Stock, Par value $.001 Authorized 100,000,000 shares, Issued 22,540,000 shares at March 31, 2001 and December 31, 2000 ....................... 22,540 22,540 Paid-In Capital .................................... 543,243 543,243 Retained Deficit ................................... (536,688) (536,688) Deficit Accumulated During the Development Stage ................................ (44,357) (44,357) --------- --------- Total Stockholders' Equity ................... (15,262) (15,262) --------- --------- Total Liabilities and Stockholders' Equity ... $ -- $ 417 ========= ========= See accompanying notes and accountants' report 4 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) Cumulative since October 4, For the Three Months 2000 Ended inception of March 31, development ------------------ 2001 2000 stage ------- -------- -------- Revenues ..................... $ -- $ -- $ -- ------- -------- -------- Expenses Selling, general and administrative expenses .... -- 1,000 44,357 ------- -------- -------- Operating Income (Loss) ...... -- (1,000) (44,357) ------- -------- -------- Income (Loss) before taxes ... -- (1,000) (44,357) Income taxes ................. -- -- -- ------- -------- -------- Net Income (Loss) ..... $ -- $ (1,000) $(44,357) ======= ======== ======== Basic & Diluted loss per share $ -- $ -- ======= ======== See accompanying notes and accountants' report 5 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited)
Cumulative since October 4, 2000 For the Three Months Ended inception of March 31, development ------------------ 2001 2000 stage ------- -------- -------- Cash Flows from Operating Activities: Net Loss ..................................... $ -- $ (1,000) $(44,357) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of stock for expenses ................ -- 1,000 -- Change in operating assets and liabilities: Accounts Payable ............................... (5,779) -- 29,095 Shareholder Loans .............................. 5,362 -- 15,262 ------- -------- -------- Net cash used in operating activities .... (417) -- -- ------- -------- -------- Cash Flows from Investing Activities: Net cash provided by investing activities -- -- -- ------- -------- -------- Cash Flows from Financing Activities: Issuance of Common Stock ...................... -- -- -- ------- -------- -------- Net cash provided by Financing Activities -- -- -- ------- -------- -------- Net change in cash and cash equivalents .......... (417) -- -- Cash and cash equivalents at beginning of period ........................... 417 -- -- ------- -------- -------- Cash and cash equivalents at end of period ....... $ -- $ -- $ -- ======= ======== ========
6 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) Cumulative since October 4, 2000 For the Three Months Ended inception of March 31, development ---------------- 2001 2000 stage ----- -------- --------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest ...................................... $ -- $ -- $ -- ------ -------- --------- Franchise and income taxes .................... $ -- $ -- $ -- ------ -------- --------- SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None See accompanying notes and accountants' report 7 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles and with Form 10-QSB requirements. 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, all adjustments considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2001, is not necessarily indicative of the results that may be expected for the year ended December 31, 2001. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Delaware on February 5, 1969, the Company reincorporated and changed its domicile to the State of Nevada on October 4, 2000. The Company on December 1, 1999, entered into an agreement (Reorganization Agreement) to acquire all of the outstanding capital stock of S&J (Chatteris) Holdings Limited, a United Kingdom corporation (S&J Holdings). Pursuant to the Reorganization Agreement, the Company agreed to acquire all of the outstanding capital stock of S&J in exchange for shares of Common Stock. The Reorganization Agreement required S&J Holdings to perform certain conditions, including the delivery of audited financial statements. These conditions had not been fulfilled by February 14, 2000; therefore, the agreement was rescinded and deemed to have been void and of no effect from the beginning as if the acquisition had not occurred. All shares issued in the acquisition were returned to treasury. The Company also attempted two acquisitions in 2000, neither of which were able to deliver the required financial statements. The first was rescinded and the second was not consummated. Since October 4, 2000, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business The Company has no products or services as of March 31, 2001. The Company is now engaged in the process of locating a potential merger and/or acquisition candidate. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. Cash and Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. 8 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock Compensation for Non-Employees The Company accounts for the fair value of its stock compensation grants for non-employees in accordance with FASB Statement 123. The fair value of each grant is equal to the market price of the Company's stock on the date of grant if an active market exists or at a value determined in an arms length negotiation between the Company and the non-employee. Loss per Share The reconciliations of the numerators and denominators of the basic income (loss) per share computations are as follows: Per-Share Income Shares Amount (Numerator) (Denominator) ----------- ------------- For the Three Months Ended March 31, 2001 Basic Income per Share Income to common shareholders $ -- 22,540,000 $ -- ============ =========== ========= For the Three Months Ended March 31, 2000 Basic Loss per Share Loss to common shareholders $ (1,000) 240,000 $ -- ============ =========== ========= 9 DIVERSIFIED TECHNOLOGIES GROUP, INC. ------------------------------------ (A Development Stage Company) ----------------------------- NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Loss per Share (Cont.) - -------------- The effect of outstanding common stock equivalents are anti-dilutive for March 31, 2001 and 2000 and are thus not considered. NOTE 2 - INCOME TAXES As of March 31, 2001, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $580,000 that may be offset against future taxable income through 2021. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year. NOTE 4 - COMMITMENTS As of March 31, 2001 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities. 10 DIVERSIFIED TECHNOLOGIES GROUP, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (Unaudited) NOTE 5 - STOCK SPLIT On June 6, 2000 the Board of Directors authorized 50 to 1 reverse stock split, changed the authorized number of shares to 110,000,000 shares and the par value to $.001 for the Company's stock with 100,000,000 of such shares to be denominated common shares and 10,000,000 of such number to be denominated preferred shares. As a result of the split, 2,940,000 shares were canceled. On October 17, 2000 the Board of Directors authorized a 4 to 1 forward stock split. As a result of the split, 180,000 shares were issued. All references in the accompanying financial statements to the number of common shares and per-share amounts for 2000 have been restated to reflect the stock split. NOTE 6 - STOCK OPTION PLANS 1999 Stock option plan: During the final quarter of 1999, the Company's Board of Directors adopted a stock option plan in which employees of the Company and its subsidiaries were eligible to participate. The plan was administered by the Board. The plan set aside 60,000 post-split shares of common stock to cover options granted under the plan. The plan had a ten year term. The company filed a registration statement under the securities act to cover the shares which were issued under the plan. At the 1999 year end, options to acquire 41,400 shares had been granted, all of which had also been exercised. During 2000,options on the remaining 18,600 shares available under the plan had been granted and exercised as of the date of this report. 2000 Stock option plan: During the third quarter of 2000, the Company's Board of Directors adopted a stock option plan in which employees of the Company and its subsidiaries were eligible to participate. The plan was administered by the Board. The plan set aside 8,000,000 shares of common stock to cover options granted over the term of the plan. The plan had a ten year term. The company filed a registration statement under the act to cover the shares which were issued under the plan. At the 2000 year end, options to acquire 8,000,000 shares had been granted, all of which had also been exercised. NOTE 7 - COMMON STOCK TRANSACTIONS From July to September 2000, the Company issued 8,000,000 (post split) restricted common shares to various consultants for services at the market value on the date of issuance and 14,300,000 (post split) restricted common shares to individuals for cash at $.005245 per share. 11 Item 2. Management's Discussion and Analysis or Plan of Operation General This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's annual report on Form 10-KSB for the year ended December 31, 2000. Results of Operations For the quarter ended March 31, 2001 compared to the same period in 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. The Company on December 1, 1999, entered into an agreement (Reorganization Agreement) to acquire all of the outstanding capital stock of S&J (Chatteris) Holdings Limited, a United Kingdom corporation (S&J Holdings). The Reorganization Agreement required S&J Holdings to perform certain conditions, including the delivery of audited financial statements. These conditions had not been fulfilled by February 14, 2000; therefore, the agreement was rescinded and deemed to have been void and of no effect from the beginning as if the acquisition had not occurred. All shares issued in the acquisition were returned to treasury. After the recission, Mr. Richard Gregory was appointed the sole member of the board and remains in that position. On July 21, 2000, the Company acquired 100% of the outstanding capital stock of Demandfax, Inc., privately held Texas corporation (Demandfax), from its sole shareholder, Mr. John P. Harris, solely in exchange for 400,000 restricted pre split common shares of DTGI. Mr. Harris remained the primary operations officer of Demandfax and was appointed to the board of DTGI. Demandfax was required, under the conditions of the acquisition agreement, to deliver audited financial statements within 75 days of the closing of the acquisition. This obligation was not met and the acquisition was automatically rescinded by the terms of the agreement. The Company also began negotiations with CareNet, a Florida corporation, for the purpose of acquiring that entity; however, one of the conditions to closing was the delivery by CareNet of audited financial statements. These statements were not forthcoming and the acquisition was abandoned. The Company had loaned CareNet $7,000 in working capital. This amount has been written off by the Company as uncollectible. These occurred during the final part of 2000. During the current quarter under discussion the Company began negotiations to acquire a corporation, South Beach Live, which proposed to open and operate a web site. The business plan of this entity was not implemented; therefore, the Company ceased negotiations with this target immediately subsequent to March 31, 2001. The Company remains actively engaged in the process of locating a merger and/or acquisition candidate. The Company, as a result of the cessation of its business and the failure of its proposed acquisitions, had no operations during the year; thus, no meaningful comparison can be made to prior years. 12 The Company had no sales or sales revenues for the three months ended March 31, 2001 or 2000 because the Company is in the development stage. The Company had no costs of sales revenues for the three months ended March 31, 2001 or 2000 because the Company is in the development stage. The Company had general and administrative expenses of $0 for the three month period ended March 31, 2001 and $1,000 for the same period in 2000. The Company recorded net loss of $0 for the three months ended March 31, 2001 compared to $1,000 loss for the same period in 2000. Capital Resources and Liquidity At March 31, 2001, the Company had total current assets of $0 and total assets of $0 as compared to $417 current assets and $417 total assets at December 31, 2000. The Company had a net working capital deficit of $0 and $417 at March 31, 2001 and December 31, 2000. Net stockholders' deficit in the Company was $0 and $417 as of March 31, 2001 and December 31, 2000. The Company, from inception has relied on capital infusions from executive officers, directors and shareholders and on credit from vendors. PART II - OTHER INFORMATION Item 1. Legal Proceedings No material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate or owner of record or beneficially of more than five percent of the Common Stock, to management's knowledge) is a party or to which the property of the Company is subject is pending and no such material proceeding is known by management of the Company to be contemplated. 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 13 None. Item 6. Exhibits and Reports on Form 8-K The Company has not filed a Form 8-K during the three months ended March 31,2001. 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 this 14th day of May, 2001. DIVERSIFIED TECHNOLOGIES GROUP, INC. ------------------------------------ (Registrant) DATE: May 15, 2001 By: /s/ Steven Garrett --------------------------- ------------------------- Steven Garrett Chief Executive Officer, Chief Financial and Accounting Officer and Treasurer 15 -----END PRIVACY-ENHANCED MESSAGE-----