-----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, JCu0MF6SE3O11I5L3cJdxK0adRRLDGfv4eG5EgwWHepgRh3LOAqkhbySWr+sL4tK TeOWe9qb+k2VqOgEIZyABA== 0001017386-03-000221.txt : 20031114 0001017386-03-000221.hdr.sgml : 20031114 20031114144540 ACCESSION NUMBER: 0001017386-03-000221 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICE POWERED TECHNOLOGY INTERNATIONAL INC CENTRAL INDEX KEY: 0000890447 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 953977501 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-11476 FILM NUMBER: 031003438 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PLAZA CITY: BURLINGTON STATE: NJ ZIP: 08016-4907 BUSINESS PHONE: 6093862500 MAIL ADDRESS: STREET 1: 21 WEST EASY STREET STREET 2: SUITE 106 CITY: SIMI VALLEY STATE: CA ZIP: 93065 10QSB 1 voicepowered_10qsb.txt SEPTEMBER 30, 2003 QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) Commission File No. 1-11476 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. -------------------------------------------------------- (Name of Small Business Issuer in its Charter) California 95-3977501 - ---------------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation of organization Identification No.) 15915 Ventura Boulevard, Suite 301, Encino, California 91436 ----------------------------------------------------------------------------- Address of principal executive office (818) 771-8471 ---------------------------------- Issuer's telephone number Check whether the issuer has (1) filed all reports required by Section 12 or 5(d) of the Exchange Act during the past 12 months, and (2) been subject to such filing requirements for the past ninety (90) days. Yes ( X ) No ( ) As of September 30, 2003, 92,970,027 shares of Common Stock were outstanding. 1 PART I - FINANCIAL INFORMATION - ---------------------------------- Item 1. Financial Statements VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. BALANCE SHEET (in thousands, except share data) (unaudited) September 30, December 31, 2003 2002 ------------- ------------ ASSETS ------ CURRENT ASSETS Cash $ 2 $ 1 Accounts receivable - - ------------ ----------- TOTAL CURRENT ASSETS 2 1 PROPERTY AND EQUIPMENT Equipment - - Less accumulated depreciation - - ------------ ----------- - - ------------ ----------- OTHER ASSETS - - ------------ ----------- TOTAL ASSETS $ 2 $ 1 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES Loans Payable - Shareholder $ 14 $ - Accounts payable and accrued expenses - other 1 7 ------------ ----------- TOTAL CURRENT LIABILITIES 15 7 ------------ ----------- SHAREHOLDERS' EQUITY (DEFICIT) Common stock, $.001 stated value - 100,000,000 shares authorized; 92,970,027 issued and outstanding 94 94 Accumulated deficit (107) (100) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (13) (6) ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2 $ 1 =========== =========== See accompanying notes to financial statements 2 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. STATEMENT OF OPERATIONS (in thousands, except share data) (unaudited) Three Months Three Months Ended Ended September 30, September 30, 2003 2002 ------------- ------------- Net Sales $ - $ - Costs and expense General and administrative 2 - ------------ ------------ Total costs and expenses 2 - ------------ ------------ Operating Income (loss) (2) - Other income (expense): Forgiveness of debt - 1,908 Interest expense - (4) Other - 3 ------------ ------------ Net Income (Loss) $ (2) $ 1,907 ============ ============ Net Income (Loss) per share: $ - $ 0.02 ------------ ------------ Weighted average common shares outstanding 92,970,027 90,245,360 ============ ============ See accompanying notes to financial statements 3 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. STATEMENT OF OPERATIONS (in thousands, except share data) (unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 2003 2002 ------------- ------------- Net Sales $ - $ - Costs and expense General and administrative 7 45 ------------ ------------ Total costs and expenses 7 45 ------------ ------------ Operating Income (loss) (7) (45) Other income (expense): Forgiveness of debt - 1,908 Interest expense - (29) Other - 3 ------------ ------------ Net Income (Loss) $ (7) $ 1,837 ============ ============ Net Income (Loss) per share: $ - $ 0.02 ------------ ------------ Weighted average common shares outstanding 92,970,027 90,245,360 ============ ============ See accompanying notes to financial statements 4 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. STATEMENT OF CASH FLOWS (in thousands, except share data) (unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 2003 2002 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME (LOSS) $ (7) $ 1,837 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES Source (use) of cash from change in operating assets and liabilities: Accounts receivable - 19 Other Assets - 21 Accounts payable and accrued expenses (6) (1,913) ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13) (36) CASH FLOWS FROM FINANCING ACTIVITIES: Loan from shareholder 14 - ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 14 - INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1 (36) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1 36 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2 - ============ ============ See accompanying notes to financial statements 5 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 - The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. 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 (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto, included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. Operating results for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. NOTE 2 - On August 19, 2002 Franklin Electronic Publishers, Inc. sold its approximately 82% interest in Voice Powered Technology International, Inc. to Belle Group, Ltd. for $100,000 in cash. Concurrent with the sale all amounts due to Franklin by the Company were forgiven, this resulted in approximately $1,908,000 of income from the forgiveness of debt. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the matters discussed throughout this report, including, but not limited to, those that are stated as the Company's belief or expectation or preceded by the word "should", are forward looking statements that involve risks to and uncertainties in the Company's business, including, among other things, the timely availability and acceptance of new electronic products, changes in technology, the impact of competitive electronic products, the management of inventories, the Company's dependence on third party component suppliers and manufacturers, including those that provide Company -specific parts, and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. On March 20, 2001, the Company announced that it was discontinuing operations because of the lack of the capital required to make necessary revisions and updates to its Voice Organizer products for their continued commercial resale. On August 19, 2002 Franklin Electronic Publishers, Inc. sold all of its interest in Voice Powered Technology International, Inc. to Belle Group, Ltd. for $100,000 in cash. In connection with the sale, Franklin forgave all debt of the Company owed to Franklin, aggregating $1,908,000. Belle Group, Ltd., the Company's principal stockholder, has agreed to provide sufficient working capital to meet the Company's financial obligations for the next 12 months. Thereafter, the Company may not have sufficient working capital to meets its financial obligations. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of current stockholders will be reduced. Stockholders may experience additional dilution, and such securities may have rights, preferences, and privileges senior to those of the Company's common stock. There can be no assurance that additional financing will be available on terms favorable to the Company or at all. If adequate funds are not available or are not available on acceptable terms, there could be a material, adverse effect on the Company's business, results of operations and financial condition. Plan of Operation The Company continues to seek to acquire assets or shares of an entity actively engaged in business in exchange for its securities. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company's officers, directors, promoters or affiliates has engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this report. The Company has no full time or part-time employees. None of the officers and directors anticipates devoting more than ten (10%) percent of his or her time to Company activities. The Company's President and Secretary have agreed to allocate a portion of said time without compensation to 7 the activities of the Company. These officers anticipate that the business plan of the Company can be implemented by their devoting minimal time per month to the business affairs of the Company; and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officers. The Company may seek a business opportunity with entities that have recently commenced operations or that wish to utilize the public marketplace in order to raise additional capital to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The Company has, and will continue to have, limited capital with which to provide the owners of business opportunities any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an Issuer who has complied with the 1934 Act without incurring the expense as well as time required to conduct an initial public offering. Results of Operations - --------------------- Three months ended September 30, 2003: - -------------------------------------- The Company had no sales or gross margin in the quarters ended September 30, 2003 and 2002. Total operating costs for the three months ended September 30, 2003 were approximately $2,000; this is an increase of $2,000 compared to the three months ended September 30, 2002. Operating costs for the Company relate to general and administrative expenses necessary to maintain its ongoing operations. The Company continues to make an effort to minimize costs until an acquisition is consummated. Total interest expense for the quarter ended September 30, 2003 was $0. Total interest expense for quarter ending September 30, 2002 was $4,000. Interest expense consisted of interest on the Company's loans payable to Franklin. The Company had $1,908,000 of income from the forgiveness of debt for the quarter ending September 30, 2002. The forgiveness of debt resulted from Franklin forgiving all debts owed to it by the Company prior to selling its 82% interest in the Company to the Belle Group in August of 2002. 8 Nine months ended September 30, 2003: - ------------------------------------- The Company had no sales or gross margin in the quarters ended September 30, 2003 and 2002. Total operating costs for the nine months ended September 30, 2003 were approximately $7,000; this is a decrease of $38,000 compared to the nine months ended September 30, 2002. Operating costs for the Company relate to general and administrative expenses necessary to maintain its ongoing operations. The Company continues to make an effort to minimize costs until an acquisition is consummated. Total interest expense for the nine months ended September 30, 2003 was $0. Total interest expense for the nine months ending September 30, 2002 was $29,000. Interest expense consisted of interest on the Company's loans payable to Franklin. The Company had $1,908,000 of income from the forgiveness of debt for the nine months ending September 30, 2002. The forgiveness of debt resulted from Franklin forgiving all debts owed to it by the Company prior to selling its 82% interest in the Company to the Belle Group in August of 2002. ITEM 3. CONTROLS AND PROCEDURES Under the supervision and with the participation of Voice Powered Technology International Inc.'s ("VPTI") management, including its principal executive officer and principal financial officer, VPTI has evaluated the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report, and, based on that evaluation, its principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no changes in VPTI's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, VPTI's internal control over financial reporting. Disclosure controls and procedures are VPTI's controls and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. 9 Part II. OTHER INFORMATION Item 1. Legal Proceedings The Company has received notice from the holder of U.S. Patent 5,696,496 entitled "Portable Messaging and Scheduling Device with Homebase Station" stating that the holder had filed suit alleging infringement of that patent in December 1999 in United States District Court for the District of Massachusetts (Civil Action No. 99-CV-12468) against certain companies (not including the Company) and alleging that certain of the Company's Voice Organizer products may also infringe that patent. No assurance can be given with respect to that patent. Item 6. Exhibit and Reports on Form 8-K (a) Exhibits: 99.1 President and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 President and Chief Financial Officer Certification pursuant to Rules 13a-14 and 15d-14 of the Securities and Exchange Act of 1934. (b) Form 8-K: None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 14, 2003 Voice Powered Technology International, Inc. By: /s/ Harold S. Fleischman ----------------------------------------- Harold S. Harold S. Fleischman, President 10 EX-31 3 exhibit_31.txt 302 CERTIFICATION Exhibit 31 CERTIFICATION OF PRINCIPAL EXECUTIVE AND OFFICERS PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES AND EXCHANGE ACT OF 1934 I, Harold S. Fleischman, President and Chief Financial Officer (Principal Accounting Officer), certify that: 1. I have reviewed this quarterly report on Form 10-QSB for the period ending September 30, 2003, of Voice Powered Technology International, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am the registrant's only certifying officer. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I am the registrant's only certifying officer and I have disclosed, based on my most recent evaluation, to the registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 10 6. I am the registrant's only certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date or our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Harold S. Fleischman - --------------------------------------------- Harold S. Fleischman President and Chief Financial Officer (Principal Accounting Officer) November 14, 2003 11 EX-32 4 exhibit_32.txt 906 CERTIFICATION Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Voice Powered Technology International, Inc. (the "Company") on Form 10-QSB for the period ending September 30,2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Harold S. Fleischman, President and Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. ss 1350 as adopted pursuant to ss 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Harold S. Fleischman ------------------------------------------- Harold S. Fleischman President and Chief Financial Officer Voice Powered Technology International, Inc. November 14, 2003 13 -----END PRIVACY-ENHANCED MESSAGE-----