-----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, U9x9N1aF1xtaqcKVtJ2stDSlJx5fvFvBTe9rn94W/UFleCB+xpW6YfAKALMi+U5f jjUTrc9npXtPK9qXqgA9kA== 0001137091-01-500203.txt : 20010712 0001137091-01-500203.hdr.sgml : 20010712 ACCESSION NUMBER: 0001137091-01-500203 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCC TECHNOLOGIES INC CENTRAL INDEX KEY: 0001125620 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-31685 FILM NUMBER: 1678563 BUSINESS ADDRESS: STREET 1: 122 PILLING ROAD STREET 2: GIBBONS BRITISH COLUMBIA CITY: CANADA V0N 1V3 STATE: A1 ZIP: 00000 10QSB/A 1 mcc_10qsb-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 September 30, 2000 ------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to --------------- ----------------- Commission file number 0-31685 ------- MCC TECHNOLOGIES, INC. ---------------------- (Exact name of small business issuer as specified in its charter) NEVADA 88-045-4570 - ------ ----------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 122 PILLING ROAD, GIBSONS, BRITISH COLUMBIA, CANADA V0N 1V0 ------------------------------------------------------------ (Address of principal executive offices) (604) 922-1972 -------------- (Issuer's telephone number) NOT APPLICABLE -------------- (Former name, former address and former fiscal year, if changed since last report) 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 [ ] 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 practicable date: 3,000,000 common shares issued and outstanding, as of January 15, 2001 - --------------------------------------------------------------------- Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] 1 ITEM 1. FINANCIAL STATEMENTS. PART I- FINANCIAL INFORMATION MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2000 2 MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) CONTENTS PAGE 2 BALANCE SHEETS AS OF SEPTEMBER 30, 2000 (UNAUDITED) AND MARCH 31, 2000 PAGE 3 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) AND FOR THE PERIOD FROM FEBRUARY 26, 1998 (INCEPTION) TO SEPTEMBER 30, 2000 PAGE 4 STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) AND FOR THE PERIOD FROM FEBRUARY 26, 1998 (INCEPTION) TO SEPTEMBER 30, 2000 PAGE 5 NOTES TO FINANCIAL STATEMENTS 3 INDEPENDENT ACCOUNTANTS' REPORT ------------------------------- To the Board of Directors of: MCC Technologies, Inc. (A Development Stage Company) We have reviewed the accompanying balance sheet of MCC Technologies, Inc. (a development stage company) as of September 30, 2000 and the related statements of operations and cash flows for the three and six months then ended. 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 auditing standards generally accepted in The United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order to be in conformity with accounting principles generally accepted in the United States of America. WEINBERG & COMPANY, P.A. Los Angeles, CA June 26, 2001 4 MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS -------------- ASSETS ------
September 30, 2000 (Unaudited) March 31, 2000 ------------------- ----------------- CURRENT ASSETS Cash $ 1,295 $ 6,730 ------------------- ----------------- Total Current Assets 1,295 6,370 ------------------- ----------------- OTHER ASSETS License agreement - 5,000 ------------------- ----------------- Total Other Assets - 5,000 ------------------- ----------------- TOTAL ASSETS $ 1,295 $ 11,730 - ------------ =================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) ------------------------------------------------- CURRENT LIABILITIES Accounts payable $ 2,706 $ 750 Stockholder loan 23,964 5,832 ------------------- ----------------- Total Current Liabilities 26,670 6,582 ------------------- ----------------- STOCKHOLDERS' EQUITY (DEFICIENCY) Common stock, $.001 par value, 100,000,000 shares authorized, 3,000,000 shares issued and outstanding 3,000 3,000 Additional paid in capital 4,500 4,500 Deficit accumulated during the development stage (32,875) (2,352) ------------------ ----------------- Total Stockholders' Equity (Deficiency) (25,375) 5,148 ------------------ ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 1,295 $ 11,730 - ------------------------------------------ ================== =================
See accompanying notes to financial statements. 5 MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) --------
For the Period For the Three For the Three For the Six For the Six From February 26, Months Ended Months Ended Months Ended Months Ended 1998 (Inception) September 30, September 30, September 30, September 30, to September 30, 2000 1999 2000 1999 2000 -------------- --------------- -------------- --------------- ----------------- REVENUES $ - $ - $ - $ - $ - -------------- --------------- -------------- --------------- ----------------- EXPENSES Software development 18,132 - 18,132 - 18,132 Professional fees 6,891 - 6,891 - 8,411 Impairment of assets 5,000 - 5,000 - 5,000 Other general and administrative 500 100 500 100 1,332 -------------- --------------- -------------- --------------- ----------------- Total Expenses 30,523 100 30,523 100 32,875 -------------- --------------- -------------- --------------- ----------------- NET LOSS $ (30,523) $ (100) $ (30,523) $ (100) $ (32,875) - -------- ============== =============== ============== =============== ================= Net loss per common share - basic and diluted $ (0.01) $ - $ (0.01) $ - $ (0.01) ============== =============== ============== =============== ================= Weighted average number of common shares outstanding - basic and diluted 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 ============== =============== ============== =============== =================
See accompanying notes to financial statements. 6 MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) -----------
For the Six For the Period From For the Six Months Ended February 26, 1998 Months Ended September 30, (Inception) to September 30, 2000 1999 September 30, 2000 ------------------- ------------------ ---------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (30,523) $ (100) $ (32,875) Changes in operating assets and liabilities: Impairment of assets 5,000 - 5,000 Increase in accounts payable 1,956 100 2,706 ------------------- ------------------ ------------------- Net Cash Used In Operating Activities (23,567) - (25,169) ------------------- ------------------ ------------------- CASH FLOWS FROM INVESTING ACTIVITIES License agreement - - (5,000) ------------------- ------------------ ------------------- Net Cash Used In Investing Activities - - (5,000) ------------------- ------------------ ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Common stock - - 7,500 Due to stockholder 18,132 - 23,964 ------------------- ------------------ ------------------- Net Cash Provided By Financing Activities 18,132 - 31,464 ------------------- ------------------ ------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,435) - 1,295 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 6,730 7,500 - ------------------- ------------------ ------------------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 1,295 $ 7,500 $ 1,295 - ----------------------------------------- =================== ================== ===================
See accompanying notes to financial statements. 7 MCC TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 NOTE 1 BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. For further information, refer to the financial statements and footnotes for the year ended March 31, 2000 included in the Company's Form 10SB filed October 4, 2000. NOTE 2 STOCKHOLDER LOANS During the three months ended September 30, 2000, a stockholder paid $18,132 in expenses on behalf of the Company. The loan is non-interest bearing, unsecured and due on demand. NOTE 3 SUBSEQUENT EVENT In October 2000, the Company exercised its right to cancel a software license agreement. The Company recognized a loss on impairment of $5,000 for the three months ended September 30, 2000 resulting from the cancellation of the agreement. 8 ITEM 2. PLAN OF OPERATION. There have been significant material developments since we filed our Form 10-SB Registration Statement on October 4, 2000 and our Form 10-QSB Quarterly Report on November 14, 2000. Specifically, our business plan has been to acquire or develop interactive voice response ("IVR") software and multimedia automated information software. On March 1, 2000, we entered into a non-exclusive license (the "License Agreement") with Peter Thomson, one of our officers, directors and principal shareholders, to develop, market, sell and support multimedia automated traveller information software. On or about October 15, 2000, we provided notice that we were cancelling the License Agreement effective October 29, 2000. After we cancelled the License Agreement, we continued seeking other businesses opportunities, including possible acquisition candidates, in the IVR software industry. To date, however, we have not identified any potential acquisition candidates. Our original target markets for IVR software were the public transit and utilities industries. Public transit and utilities companies generally purchase and utilize IVR software for two reasons: - to reduce operating costs involved in providing responses to standard questions and requests for information; and - to improve customer service by providing such standard or routine information in a timely and efficient manner. 9 IVR software technology automates repetitive and standard questions and requests for information, which represent the majority of calls to public transit and utility companies. The versatility of the technology permits full integrationwith operators so that routine calls are handled automatically using IVR software and the more difficult calls are transferred to human operators, whoare usually available during business hours. However, after we cancelled the License Agreement, we shifted our focus away from the public transit andu tilities industries, and are now concentrating on developing or acquiring IVR software technology with more general applications. Cash Requirements. Although we intended to raise significant funds through the sale, in private placement transactions, of our equity securities over the twelve month period ending September 30, 2001, we have not raised any funds through the sale of our equity securities during the last year, and do not plan to do so in the near future. Instead, we are currently seeking alternative financing sources,including debt financing. Unless we raise funds through the sale of our equity securities, or obtain alternative financing, we may not be able to satisfy our cash requirements for the next twelve months. In order to effectuate our business plan, we require significant funds: - to develop or acquire IVR software; - to begin a marketing/advertising campaign for such IVR software; - to hire sales personnel to market and sell our IVR software; - to cover legal/patent application costs; - to cover general and administrative expenses; and - to cover other miscellaneous general corporate costs. We do not currently have funds or resources available to allocate to any product research and development efforts, although we are continuing to seek appropriate IVR software to acquire. Purchase of Significant Equipment. We do not intend to purchase any significant equipment through December 31, 2001. Employees. Over the twelve months ending December 31, 2001, we anticipate an increase in the number of employees we have, because we intend to hire one qualified accountant, one person to perform clerical and administrative tasks, two software engineers and two sales and marketing employees, if our resources allow such additional hires. History of Losses. We have had a history of losses and expect to continue to incur losses, and may never achieve or maintain profitability. We have incurred losses since we began attempting to enter the IVR software development industry, including a loss of approximately $2,352 through the year ended March 31, 2000. As of September 30,2000, we had an accumulated deficit of approximately $32,875. We expect to have net losses and negative cash flow at least through March 31, 2002, and we will require significant amounts of capital to locate, identify, acquire or develop suitable software products and technologies, develop international sales and operations, and fund research and development. 10 As a result, we will need to generate significant revenue to break even or achieve profitability. We currently do not have any significant revenue sources except the sale of our securities. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we do not achieve and maintain profitability, the market price for our common stock may decline, perhaps substantially. Our ability to continue in business in the future depends upon our continued ability to obtain financing. There can be no assurance that any such financing would be available upon terms and conditions acceptable to us, if at all. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale-back or eliminate our software acquisition and development. Inadequate funding also could impair our ability to compete in the marketplace and could result in our dissolution. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 2. CHANGES IN SECURITIES. We did not issue any securities during the quarter ended December 31, 2000. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. In response to an allegation by Ontira Communications, Inc. that we have infringed upon certain intellectual property rights which are claimed by Ontira Communications, Inc., we have confirmed that we do not have any interest whatsoever, direct or indirect, by license or otherwise, in any products, services, software or technology of Ontira Communications, Inc. On or about June 7, 2001, Brian Hall was appointed as our third director. Mr.Hall's ex-wife's daughter, Lael Todesco, is our president and a director. 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Reports on Form 8-K We did not file any reports on Form 8-K during the quarter ended December 31, 2000. The revised financial statements filed as a part of this amended Quarterly Report include: Balance sheet Statement of Operations and Accumulated Deficit Statement of Changes in Stockholders' Equity Statement of Cash Flows Notes to the Financial Statements Exhibits Required by Item 601 of Regulation S-B Exhibit Description Number (3) Articles of Incorporation and By-laws: 3.1 Articles of Incorporation effective February 26, 1998 (incorporated by reference from the Company's Form 10-SB, filed on October 4, 2000) 3.2 By-Laws effective February 26, 1998 (incorporated by reference from the Company's Form 10-SB, filed on October 4, 2000) 3.3 Certificate of Amendment of Articles of Incorporation, filed March 27, 2000 (incorporated by reference from the Company's Form 10-SB, filed on October 4, 2000) SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. MCC TECHNOLOGIES, INC. By: /s/ Lael Todesco Lael Todesco, President/Director Date: July 6, 2001 By: /s/ Brian Hall Chief Financial Officer/Director Date: July 6, 2001 12 -----END PRIVACY-ENHANCED MESSAGE-----