10QSB: Optional form for quarterly and transition reports of small business issuers
Published on September 20, 2002
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 Securities
Exchange Act of 1934 for the transition period from ______ to ______ .
Commission file number: 000-27407
----------
DELTA CAPITAL TECHNOLOGIES, INC.
----------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 98-0187705
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 205, 5550-14B Avenue, Delta, B.C., Canada V4M 2G6
---------------------------------------------------------
(Address of principal executive office) (Zip Code)
(604) 943-6422
(Issuer's telephone number)
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 XX No
---- -----
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of September 20, 2002 was 4,321,369
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.................................................3
ITEM 2. PLAN OF OPERATION....................................................5
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS....................................................7
ITEM 5. OTHER INFORMATION....................................................7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................7
SIGNATURES....................................................................8
CERTIFICATIONS. . . . . . . . . . . . . . . ....... . . . . . . . . . . . . ..8
INDEX TO EXHIBITS.............................................................9
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
2
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Delta Capital Technologies, Inc., a
Delaware corporation and predecessors unless otherwise indicated. Unaudited,
condensed interim financial statements including a balance sheet for the Company
as of June 30, 2002, and statements of operations, and statements of cash flows
for the interim period up to the date of such balance sheet and the comparable
period of the preceding year are attached hereto as Pages F-1 through F- 7 and
are incorporated herein by this reference.
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent they are not based on historical
events, constitute forward looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs expenditures, the evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business plans. We used herein, such statements may us words such as "may",
"will", "expect", "believe", "plan" and similar terminology. These statements
reflect managements current expectations regarding future events and operating
performance and speak only as of the date hereof. Investors are cautioned that
forward -looking statements are subject to an inherent risk that actual results
may vary materially from those described herein. Factors that may result in such
variance, in addition to those accompanying the forward -looking statements,
include changes in international, national and local business and economic
condition, competition, changes in interest rates, actions by competitors,
actions by government authorities, uncertainties associated with legal
proceedings, technological development, future decisions by management in
response to changing conditions and misjudgements in the course of preparing
forward-looking statements. The foregoing list of factors is not exhaustive.
3
INDEX TO FINANCIAL STATEMENTS
PAGE
Balance Sheet...............................................................F-2
Statements of Operations....................................................F-3
Statements of Changes in Stockholders' Equity...............................F-4
Statements of Cash Flows....................................................F-5
Notes to Unaudited Financial Statements.................................F-6-F-7
F-1
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND DECEMBER 31, 2001
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2002
and 2001 and the Period from March 4, 1998 (Date of
Incorporation) to June 30, 2002
(Unaudited)
The accompanying notes are an integral part of these financial statements
F-3
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY For the period from March 4,
1998 (Date of Incorporation) to June 30, 2002
The accompanying notes are an integral part of these financial statements.
F-4
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001 and
the Period from March 4, 1998 (Date of Incorporation)
to June 30, 2002 (Unaudited)
The accompanying notes are an integral part of these financial statements
F-5
DELTA CAPITAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2002
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein include
the accounts of Delta Capital Technologies, Inc. and it's subsidiary (the
"Company").
The interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
SEC rules and regulations. The interim period consolidated financial statements
should be read together with the audited consolidated financial statements and
accompanying notes included in the Company's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 2001. In the opinion of the Company, the
unaudited consolidated financial statements contained herein contain all
adjustments necessary to present a fair statement of the results of the interim
periods presented.
Note 2. Summary of Significant Accounting Policies
Earnings Per Share
Basic earnings per share is computed by dividing income (loss) for the period by
the weighted average number of common shares outstanding during a period.
Diluted earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive common
shares. The weighted average number of shares was 2,530,547 and 501,659 for the
six months ended June 30, 2002 and June 30, 2001, respectively.
Note 3. Going Concern
As shown in the financial statements, the Company incurred a net loss of
$7,373,297 since inception, largely due to its write-off of assets related to
its investment in its computer software. Further, the Company has net deficiency
in capital of $425,730. These factors raise concerns about the Company's ability
to continue as a going concern.
Note 3. continued
The Company will need additional working capital to be successful in any future
business activities and to service its current debt for the coming year.
Therefore, continuation of the Company as a going concern is dependent upon
obtaining the additional working capital necessary to accomplish its objective.
Management is presently engaged in seeking additional working capital equity
funding and plans to continue to invest in other businesses with funds obtained.
The accompanying financial statements do not include any adjustments to the
recorded assets or liabilities that might be necessary should the Company fail
in any of the above objectives and is unable to operate for the coming year.
F-6
Note 4. Formation of Subsidiary
On February 14, 2002, the Company formed Homelands Security Inc. (Homelands), a
Nevada corporation. 1,000,000 shares of Homelands common stock, with a par value
of $0.001 were issued to the Company.
Note 5. Acquisition of a Company
Effective April 15, 2002 Homelands (note 4), purchased 100% of the outstanding
shares of stock of Interglobe Investigation Services, Inc. (Interglobe), a
British Columbia corporation, in exchange for 950,000 shares of Homelands common
stock. The purchase was made because the company believes it can enhance
Interglobe's ability to raise capital and improve operations. As a result of
this transaction, the Company's ownership of Homelands was reduced to 51.3%.
This acquisition has been accounted for under the purchase method. Due to this
acquisition the Company recorded $92,227 of goodwill which is the amount that
the liabilities exceeded the assets acquired. The goodwill has been expensed as
the asset is considered impaired.
From April 15, 2002 forward, the Company's consolidated statement of operations
includes the revenue and expenses of Interglobe. Combining Interglobe's
operating results for the six months ended June 30, 2002 with those of the
Company results in the following pro forma data.
Revenue $ 35,694
Expenses 346,066
------------------------
Net Loss $ (310,372)
========================
Loss per Share $ (0.12)
========================
This pro forma information may not be indicative of the actual results of the
acquisition. The pro forma in formation is based on the historical financial
statements of Delta, Interglobe and has been prepared to illustrate the effects
of the combination of Delta and Interglobe as if the combination occurred
January 1, 2002.
The pro forma information is based on available information and certain
assumptions that management believes are reasonable. It should be read in
connection with the historical financial statements of Delta Capital
Technologies and Interglobe.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Plan of Operations
As used herein the term "Company" refers to Delta Capital Technologies, Inc., a
Delaware corporation, including subsidiaries and predecessors, unless the
context indicates otherwise. During the quarter ended June 30, 2002, the
Company's majority owned subsidiary, Homelands Security, Inc., (Homelands)
completed the acquisition of 100% of Interglobe Investigation Services, Inc.
("InterGlobe"). The transaction closed on April 15, 2002.
General
The Company's plan of operations for the next 12 months is to operate the
business of Interglobe, which provides private investigation and security
consulting services for individuals and corporations. The Company's acquisition
of InterGlobe is designed to provide the access to resources that will permit
InterGlobe to become a pre-eminent, full service investigation and security
consulting company in North America.
The security consulting provided by InterGlobe involves reviewing existing
security and security procedures, making recommendations for improvement, and
rewriting security protocols and procedures. Recommendations and protocol
changes may include:
o Changes in employee screening and background checks.
o Physical plant and layout changes.
o Changes in procedures for access to computers, accounting
and inventory.
o Forensic analysis and added infrastructure to computers, auditing
and accounting.
o Additional computer surveillance.
o Supervisory and accountability procedural changes.
o The use of canines in strategic security situations.
o The use of narcotics and bomb detection dogs as workplace
safety measures.
In many cases, InterGlobe may assist in counter-corporate espionage measures by
doing regular electronic sweeps of corporate offices for general security or
corporate espionage or for board meetings. Security consulting involves
employees at the executive level. Since these employees often take work home
with them (in paper form or on a laptop), home security weaknesses may translate
into corporate security weaknesses. To prevent breaches of corporate security,
InterGlobe also provides security consultation at executives' homes. Executive
protection and movement is often required, should identified threats exist.
Loss prevention involves both an assessment of a store's existing operations and
layout, as well as ongoing monitoring of employees, shoppers and investigations
into particular incidents of theft and fraud. First, InterGlobe can assess how
stores should be physically configured to minimize shoplifting and internal
theft, and review security layouts. It also analyzes how incoming and outgoing
shipments are processed, and makes recommendations to tighten security. Second,
InterGlobe can post operatives on the floors of shopping centres or retail
stores of major companies to watch for shoplifters. Third, InterGlobe can place
undercover operatives in employee situations. Fourth, InterGlobe can conduct
"mystery shopper" campaigns to look for internal theft and/or employee adherence
to company policy. Lastly, InterGlobe can also perform internal corporate
investigations to determine the person(s) responsible for internal theft or
fraud.
5
Mr. Moriarity, InterGlobe's president will continue to co-ordinate the overall
provision of these services until such time as suitable area managers can be
recruited. In anticipation of these additional staffing requirements and the
associated expenses, management has prepared a capital requirement budget.
InterGlobe intends to develop strategic corporate relationships over the next
twelve months (i.e joint services relationship, partnership or acquisition) with
security/investigation companies in Vancouver, Seattle, Los Angeles and San
Francisco, which provide similar or overlapping services with those offered by
InterGlobe. The anticipated relationships will be created with a view to
enhancing the bundle of services currently offered by the various target
companies by branding the awareness of services within the local communities.
InterGlobe intends to conduct a marketing campaign to increase this awareness.
Losses
For the three month period from April 1, 2002 to June 30, 2002, the Company
recorded an operating loss of $137,396. For the six months ended June 30, 2002,
the Company recorded an operating loss of $276,383. This lack of profitability
is attributable to expenses associated with completing the acquisition of
InterGlobe including web site design, legal documentation, accounting and
administration. The Company generated limited revenues during this period. The
Company expects to continue to operate at a loss through fiscal 2002.
Capital Expenditures
The Company expended $654 on capital expenditures for the six month period
ending June 30, 2002.
Capital Resources and Liquidity
The Company had current assets of $34,981 and total assets of $58,636 as of June
30, 2002. A net stockholders' deficit in the Company was ($425,730) at June 30,
2002.
Cash flow used in operating activities was $173,286 for the six months ending
June 30, 2002. Cash was used during the first six months on completing the
acquisition of InterGlobe, accounting and administrative costs.
The Company does not have sufficient capital to operate over the next fiscal
year without a substantial infusion of operating capital. It will be necessary
for the Company to either borrow funds to operate or generate operating funds
through the sale of equity in the Company or its subsidiaries. There can be no
assurance that the Company will be able to generate sufficient income from
either borrowing, the sale of equity, or a combination thereof to allow it to
operate its business during the coming year. Unless the Company is successful in
raising additional operating capital, it will not have sufficient funds to
operate during the balance of the fiscal year.
The Company has no current plans to perform any product research and development
during the coming year.
The Company has no current plans to spend any significant amount in the coming
year on plant or equipment.
At the present time, it is not anticipated that the Company will have any
significant increase in the number of employees working for the Company.
6
Going Concern
In the auditor's Statement of Financial Operations for December 31, 2001, they
have expressed an opinion as to the Company's ability to continue as a going
concern. The Company's ability to continue as a going concern is subject to the
ability of the Company to obtain a profit and/or obtaining the necessary funding
from outside sources. Management's plan to address the Company's ability to
continue as a going concern, includes: (1) obtaining funding from the sale of
the Company's securities; (2) increasing sales of their subsidiary Homelands and
Interglobe, and (3) obtaining loans from various financial institutions where
possible. Although management believes that it will be able to obtain the
necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material developments occurred during the quarter during the ended six months
ended June 30,2002, with respect to pending litigation. For more information on
legal proceedings, see the Company's Form 10KSB for the year ended December 31,
2001.
ITEM 5. OTHER INFORMATION
On July 31, 2002, subsequent to the period covered in this report, the Company
issued a total of 692,307 shares under an S-8 registration of the Company's
Benefit Plan filed on July 29, 2002 to three individuals for services rendered
under contract in connection with the provision of administrative services,
legal drafting, web site design and brand creation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 9 of this Form 10-QSB, and are
incorporated herein by this reference.
(b) Reports on Form 8-K. The Company no reports on Form 8-K during the
period covered by this report.
7
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 20th day of September, 2002.
Delta Capital Technologies, Inc.
/s/ Martin Tutschek
- ---------------------------------------
Martin Tutschek, President and Director
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 International Solubles,
Inc. (the" Company") on Form 10-QSB for the period ending June 30,
2002 as filed with the Securities and Exchange Commission on the date
hereof (the"Report"), I, Henry Sarmiento, sole Executive Officer of
the Company, certify, pursuant to 18 U.S.C. S 1350, as adopted
pursuant to S 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The financial information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.
/s/ Martin Tutschek
---------------------------------
Martin Tutschek
Sole Executive Officer
September 20, 2002
8
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation dated March 4, 1998.
(Incorporated by reference from Form 10SB filed
with the SEC on January 5, 2000.)
3(ii) * Amended Articles of Incorporation dated April 23,
1998. (Incorporated by reference from Form 10SB
filed with the SEC on January 5, 2000.)
3(iii) * By-Laws of Delta Capital dated April 23, 1998.
(Incorporated by reference from Form 10SB filed
with the SEC on January 5, 2000.)
MATERIAL CONTRACTS
10(i) * Debt Settlement Agreement dated January 8, 2002
between Delta Capital Technologies, Inc. and
Bayside Management Corp. (Incorporated by reference
from the 10-QSB filed with the SEC on June 6,2002.)
10(ii) * Debt Settlement Agreement dated January 9, 2002
between Delta Capital Technologies, Inc. and
Churchill Resource Group, Inc. (Incorporated by
reference from the 10-QSB filed with the SEC on
June 6, 2002.)
10(iii) * Debt Settlement Agreement dated January 9, 2002
between Delta Capital Technologies, Inc. and BP
Equity Management Corp. (Incorporated by reference
from the 10-QSB filed with the SEC on June 6,2002.)
10(iv) * Debt Settlement Agreement dated January 9, 2002
between Delta Capital Technologies, Inc. and Jeff
Young. (Incorporated by reference from the 10-QSB
filed with the SEC on June 6, 2002.)
10(v) * Debt Settlement Agreement dated January 10, 2002
between Delta Capital Technologies, Inc. and
Bonanza Mgmt. Ltd. (Incorporated by reference from
the 10-QSB filed with the SEC on June 6, 2002.)
10(vi) * Debt Settlement Agreement dated January 10, 2002
between Delta Capital Technologies, Inc. and Peter
Kent Carasquero. (Incorporated by reference from
the 10-QSB filed with the SEC on June 6, 2002.)
10(vii) * Debt Settlement Agreement dated January 10, 2002
between Delta Capital Technologies, Inc. and
Hospitality Financial Services Ltd. (Incorporated
by reference from the 10-QSB filed with the SEC on
June 6, 2002.)
10(viii) * Fee Agreement dated January 2002 between Delta
Capital Technologies, Inc. and Kent Carasquero.
(Incorporated by reference from the 10-QSB filed
with the SEC on June 6, 2002.)
10(ix) * Stock Purchase and Sale Agreement dated March 8,
2002 between Delta Capital Technologies, Inc. and
Homelands Security Inc. (Incorporated by reference
from the 10-QSB filed with the SEC on June 6,2002.)
* Incorporated by reference from previous filings as noted.
9