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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NW Tech Capital Inc (PK) | USOTC:NWTT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0001 | 100.00% | 0.0002 | 0.0001 | 0.0002 | 0.0002 | 0.0001 | 0.0001 | 1,782,478 | 18:18:08 |
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
|
NEVADA
|
86-0862532
|
|
(State or Other Jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
4603 NE St. Johns Road, Ste. B
Vancouver, Washington
|
98661
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
|
|
Page
|
|
PART
I - FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Condensed
Consolidated Financial Statements
|
3
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
17
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Market Risk
|
21
|
Item
4.
|
Controls
and Procedures
|
21
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
22
|
|
|
|
Item 1A.
|
Risk
Factors
|
22
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
23
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
23
|
|
|
|
Item
5.
|
Other
Information
|
23
|
|
|
|
Item
6.
|
Exhibits
|
23
|
NW
TECH CAPITAL, INC.
|
|||||||
(FORMERLY
CYBERTEL CAPITAL CORPORATION)
|
|||||||
CONDENSED
CONSOLIDATED BALANCE
SHEETS
|
|
June 30, 2008
|
December 31,
2007
|
|||||
|
(UNAUDITED)
|
||||||
ASSETS
|
|||||||
Current
assets
|
|
|
|||||
Cash
|
$
|
43,712
|
$
|
16,675
|
|||
Accounts
receivable, net of $4,543 allowance for doubtful accounts
|
149,072
|
-
|
|||||
Inventory
|
52,804
|
-
|
|||||
Other
current assets
|
-
|
40,000
|
|||||
Total
current assets
|
245,588
|
56,675
|
|||||
Fixed
assets, net of depreciation
|
137,269
|
-
|
|||||
Goodwill
|
586,516
|
-
|
|||||
Other
Assets
|
680
|
-
|
|||||
TOTAL
ASSETS
|
$
|
970,053
|
$
|
56,675
|
June 30, 2008
|
December 31, 2007
|
||||||
|
(UNAUDITED)
|
|
|||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
LIABILITIES
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
242,982
|
$
|
228,082
|
|||
Accrued
expenses
|
16,614
|
67,806
|
|||||
Bank
credit line
|
71,948
|
-
|
|||||
Notes
payable
|
16,015
|
-
|
|||||
Notes
payable to shareholders, net
|
449,315
|
293,064
|
|||||
Derivative
liability
|
1,843,714
|
140,187
|
|||||
Total
current liabilities
|
2,640,588
|
729,139
|
|||||
Long
term notes payable
|
30,522
|
-
|
|||||
Long
term notes payable to shareholders
|
603,603
|
-
|
|||||
Total
long term liabilities
|
634,125
|
-
|
|||||
TOTAL
LIABILITIES
|
3,274,713
|
729,139
|
|||||
STOCKHOLDERS’
DEFICIT
|
|||||||
Series
A convertible preferred stock, $.001 per share, 5,000 shares authorized;
84 and 164 shares issued and outstanding
|
-
|
-
|
|||||
Series
B super voting preferred stock, par value $.00001 per share; 100,000,000
shares authorized; 49,200,000 and 50,000,000 shares issued and
outstanding
|
492
|
500
|
|||||
Series
E convertible preferred stock, $1.00 per share, 10,000,000 shares
authorized; 80,000 and 0 shares issued and outstanding
|
80,000
|
-
|
|||||
Series
F convertible preferred stock, $1.00 per share, 10,000,000 shares
authorized; 7,500 and 0 shares issued and outstanding
|
7,500
|
-
|
|||||
Common
stock; $.00001 par value; 2,500,000,000 shares authorized; 140,276,335
and
550,363 issued and outstanding
|
1,403
|
6
|
|||||
Additional
paid-in-capital
|
24,325,038
|
23,656,194
|
|||||
Accumulated
deficit
|
(26,719,093
|
)
|
(24,329,164
|
)
|
|||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(2,304,660
|
)
|
(672,464
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
970,053
|
$
|
56,675
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
|
(UNAUDITED)
|
|
For
the three months
ended June 30,
|
For the six months ended
June 30,
|
|||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
|
|
|
|||||||||||
REVENUES
|
$
|
62,735
|
$
|
-
|
$
|
62,735
|
$
|
-
|
|||||
Cost
of goods sold
|
30,597
|
-
|
30,597
|
-
|
|||||||||
Gross
profit
|
32,138
|
-
|
32,138
|
-
|
|||||||||
EXPENSES
|
|
|
|||||||||||
Selling,
general and administrative
|
62,100
|
130,777
|
392,935
|
116,038
|
|||||||||
Stock
based compensation
|
299,942
|
588,348
|
174,530
|
740,255
|
|||||||||
Depreciation
and amortization
|
934
|
-
|
934
|
-
|
|||||||||
TOTAL
OPERATING EXPENSES
|
362,976
|
719,125
|
568,399
|
856,293
|
|||||||||
OPERATING
LOSS
|
(330,838
|
)
|
(719,125
|
)
|
(536,261
|
)
|
(856,293
|
)
|
|||||
|
|
|
|||||||||||
OTHER
INCOME (EXPENSE)
|
|
|
|||||||||||
Interest
income
|
1
|
35
|
1
|
35
|
|||||||||
Interest
expense
|
(51,541
|
)
|
(409
|
)
|
(123,688
|
)
|
(1,463
|
)
|
|||||
Change
in fair value of derivative liability
|
(1,632,052
|
)
|
(13,662
|
)
|
(1,703,527
|
)
|
(20,087
|
)
|
|||||
Other
income
|
199
|
-
|
199
|
-
|
|||||||||
TOTAL
OTHER INCOME/(EXPENSE)
|
(1,683,393
|
)
|
(14,036
|
)
|
(1,827,015
|
)
|
(21,515
|
) | |||||
LOSS
FROM CONTINUING OPERATIONS
|
(2,014,231
|
)
|
(733,161
|
)
|
(2,363,276
|
)
|
(877,808
|
)
|
|||||
|
|||||||||||||
DISCONTINUED
OPERATIONS
|
|||||||||||||
Loss
from operations of discontinued business
|
-
|
(16,098
|
)
|
-
|
(23,609
|
)
|
|||||||
LOSS
FROM DISCONTINUED OPERATIONS
|
-
|
(16,098
|
)
|
-
|
(23,609
|
)
|
|||||||
NET
LOSS
|
(2,014,231
|
)
|
(749,259
|
)
|
(2,363,276
|
)
|
(901,417
|
)
|
|||||
Preferred
dividend
|
(25,294
|
)
|
(1,166
|
)
|
(26,653
|
)
|
(3,104
|
)
|
|||||
NET
LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(2,039,525
|
)
|
$
|
(750,425
|
)
|
(2,389,929
|
)
|
(904,521
|
)
|
|||
|
|
|
|||||||||||
NET
LOSS PER COMMON SHARE - BASIC AND DILUTED
|
|
|
|||||||||||
Continuing
operations
|
$
|
(0.02
|
)
|
$
|
(14.54
|
)
|
(0.05
|
)
|
(32.40
|
)
|
|||
Discontinued
operations
|
$
|
0.00
|
$
|
(0.32
|
)
|
0.00
|
(0.87
|
)
|
|||||
Net
loss per common share
|
$
|
(0.02
|
)
|
$
|
(14.88
|
)
|
(0.05
|
)
|
(33.39
|
)
|
|||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
and diluted
|
88,117,204
|
50,438
|
44,302,020
|
27,091
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(UNAUDITED)
|
|
For the six months
Ended June 30,
|
||||||
|
2008
|
2007
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|||||
Net
loss from continuing operations
|
$
|
(2,363,276
|
)
|
$
|
(877,808
|
)
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|
||||||
Depreciation
|
934
|
-
|
|||||
Notes
issued for expenses
|
254,079
|
-
|
|||||
Interest
expense associated with beneficial conversion feature
|
104,280
|
-
|
|||||
Change
in fair value of derivative liability
|
1,703,527
|
6,425
|
|||||
Common
stock issued to third parties for services
|
174,530
|
160,220
|
|||||
Common
stock issued for interest payment on debt
|
8,543
|
-
|
|||||
Changes
in assets and liabilities
|
|
||||||
Accounts
receivable
|
27,115
|
-
|
|||||
Inventory
|
(5,996
|
)
|
-
|
||||
Prepaid
expenses
|
20,000
|
-
|
|||||
Accounts
payable and accrued expenses
|
8,415
|
25,754
|
|||||
Net
cash used in continuing operations
|
(67,849
|
)
|
(685,409
|
)
|
|||
Net
loss from discontinued operations
|
-
|
(23,609
|
)
|
||||
Net
cash provided by discontinued operations
|
-
|
607,716
|
|||||
Net
cash used in operating activities
|
(67,849
|
)
|
(101,302
|
)
|
|||
|
|||||||
CASH
FLOW FROM INVESTING ACTIVITIES
|
|
|
|||||
Net
cash provided by investing activities
|
-
|
-
|
|||||
|
|
||||||
CASH
FLOW FROM FINANCING ACTIVITIES
|
|
||||||
Proceeds
from shareholder notes payable
|
50,000
|
-
|
|||||
Proceeds
from issuance of common stock
|
32,500
|
-
|
|||||
Proceeds
from issuance of preferred stock & note payable for purchase of
Teledigit
|
21,871
|
-
|
|||||
Proceeds
from notes payable
|
10,000
|
50,000
|
|||||
Proceeds
from related party notes payable
|
3,000
|
-
|
|||||
Proceeds
from exercise of ESOP
|
-
|
196,280
|
|||||
Repayments
of notes payable
|
(22,485
|
)
|
-
|
||||
Net
cash provided by continuing operations
|
94,886
|
246,280
|
|||||
Net
cash used in discontinued operations
|
-
|
(55,671
|
)
|
||||
Net
cash provided by financing activities
|
94,886
|
190,609
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(CONTINUED)
|
(UNAUDITED)
|
|
For the six months
ended June 30,
|
||||||
|
2008
|
2007
|
|||||
Cash
and cash equivalents:
|
|||||||
Increase
in cash
|
27,037
|
89,307
|
|||||
Cash,
beginning of period
|
16,675
|
1,718
|
|||||
Cash
of discontinued operations, beginning of period
|
-
|
19,736
|
|||||
Less
cash of discontinued operations, end of period
|
-
|
(90,324
|
)
|
||||
Cash,
end of period
|
$
|
43,712
|
$
|
20,437
|
|||
SUPLLEMENTAL
DISCLOSURES
|
|||||||
Cash
paid for interest & taxes
|
$
|
915
|
$
|
8,727
|
|||
Non-cash
financing and investing activities
|
|||||||
Issuance
of note for accrued expense
|
$
|
254,079
|
$
|
-
|
|||
Common
stock issued to third parties for services
|
$
|
174,530
|
$
|
-
|
|||
Issuance
of common stock for payment of debt
|
$
|
94,189
|
$
|
-
|
|||
Conversion
of accrued dividend to common stock
|
$
|
59,819
|
$
|
-
|
|||
Accrued
preferred stock dividends
|
$
|
2,381
|
$
|
-
|
|||
Issuance
of note payable for purchase of Teledigit
|
$
|
720,000
|
$
|
-
|
|||
Issuance
of preferred stock for purchase of Teledigit
|
$
|
80,000
|
$
|
-
|
Terms
|
Amount
|
||||||
Bank
Lines of Credit:
|
|||||||
- $100,000
Credit line at prime plus 1%
|
$
|
62,253
|
|||||
- $10,000
Credit line at 14.25%
|
9,695
|
||||||
Total
Bank Lines of Credit
|
$
|
71,948
|
|||||
Short
Term Notes Payable to Non-Shareholders:
|
|||||||
- Current
portion of 4.49% interest; principal of $7,058; due 9/30/10; monthly
payments of $318
|
$
|
3,569
|
|||||
- Current
portion of 9.99% interest; principal of $11,197; due 5/15/11; monthly
payments of $358
|
3,347
|
||||||
- Current
portion of 9.99% interest; principal of $15,528; due 5/19/11; monthly
payments of $509
|
4,309
|
||||||
- Current
portion of 9.99% interest; principal of $12,754; due 6/29/11; monthly
payments of $399
|
4,790
|
||||||
Total
Short Term Notes Payable to Non-Shareholders
|
$
|
16,015
|
|||||
Short
Term Notes Payable to Shareholders:
|
|||||||
- 8%
interest; principal of $30,000; convertible to common stock based
on 75%
of average price; due on 10/11/08; net of unamortized discount related
to
the debt discount of $24,919
|
$
|
5,081
|
|||||
- 12%
interest; principal of $34,413; convertible to common stock based
on 75%
of average price; due on 02/29/09; net of unamortized discount related
to
the debt discount of $22,756
|
11,657
|
||||||
- 10%
interest; principal of 30,000; convertible to common stock based
on 70% of
average price; due on 10/1/08; net of unamortized discount related
to the
debt discount of $20,941
|
9,059
|
||||||
- 10%
interest; principal of $13,200; convertible to common stock based
on 70%
of average price; due on 10/1/08; net of unamortized discount related
to
the debt discount of $3,332
|
9,868
|
||||||
- 10%
interest; principal of 29,245; convertible to common stock based
on 70% of
average price; due on 12/20/08; net of unamortized discount related
to the
debt discount of $15,601
|
13,644
|
||||||
- 8%
interest; principal of $17,082; convertible to common stock based
on 70%
of average price; due on 12/31/08; net of unamortized discount related
to
the debt discount of $0
|
17,082
|
||||||
- 10%
interest; principal of $20,000; convertible to common stock based
on 70%
of average price; due on 2/28/09; net of unamortized discount related
to
the debt discount of $0
|
20,000
|
||||||
- 10%
interest; principal of $25,000; convertible to common stock based
on 70%
of average price; due on 3/31/09; net of unamortized discount related
to
the debt discount of $0
|
25,000
|
||||||
- 10%
interest; principal of $10,000; convertible to common stock based
on 70%
of average price; due on 4/30/09; net of unamortized discount related
to
debt discount of $0
|
10,000
|
||||||
- 10%
interest; principal of $20,000; convertible to common stock based
on 70%
of average price; due on 5/20/09; net of unamortized discount related
to
the debt discount of $0
|
20,000
|
||||||
- 10%
interest; principal of $84,042; convertible to common stock based
on 70%
of average price; due on 5/29/09; net of unamortized discount related
to
debt discount of $75,739
|
8,303
|
||||||
- 10%
interest; principal of $20,840; convertible to common stock based
on 70%
of average price; due on 5/29/09; net of unamortized discount related
to
debt discount of $18,584
|
2,256
|
||||||
- 10%
interest; principal of $20,000; convertible to common stock based
on 70%
of average price; due on 5/29/09; net of unamortized discount related
to
debt discount of $0
|
20,000
|
||||||
- 8%
interest; principal of $41,493; convertible to common stock based
on 50%
of average price; due on 3/15/09; net of unamortized discount related
to
the debt discount of $0
|
41,493
|
||||||
- No
interest; principal of $119,475
|
119,475
|
||||||
- Current
portion of 6% interest; principal of $720,000; due 7/31/13 convertible
to
Series E Preferred Stock; monthly payments of 13,920
shares
|
116,397
|
||||||
Total
Short Term Notes Payable to Shareholders
|
$
|
449,315
|
|||||
Long
Term Notes Payable to Non-Shareholders:
|
|||||||
- Long
term portion of 4.49% interest; principal of $7,058; due 9/30/10;
monthly
payments of $318
|
|
3,489
|
|||||
- Long
term portion of 9.99% interest; principal of $11,197; due 5/15/11;
monthly
payments of $358
|
7,850
|
||||||
- Long
term portion of 9.99% interest; principal of $15,528; due 5/19/11;
monthly
payments of $509
|
11,219
|
||||||
- Long
term portion of 9.99% interest; principal of $12,754; due 6/29/11;
monthly
payments of $399
|
7,964
|
||||||
Total
Long Term Notes Payable to Non-Shareholders
|
$
|
30,522
|
|||||
Long
Term Notes Payable to Shareholders:
|
|||||||
- Long
term portion of 6% interest; principal of $720,000; due 7/31/13
convertible to Series E Preferred Stock; monthly payments of 13,920
shares
|
|
603,603
|
|||||
Total
Long Term Notes Payable to Shareholders
|
$
|
603,603
|
Date of Issue
|
Number of Shares Issued
|
Aggregate Sales Price
|
Nature of Transaction
|
|||||||
04/02/08
|
2,006,110
|
$
|
2,556
|
Debt
Repayment
|
||||||
04/02/08
|
1,500,000
|
5,550
|
Payment
for Services
|
|||||||
04/02/08
|
2,200,000
|
8,140
|
Preferred
A conversion
|
|||||||
04/15/08
|
2,188,000
|
4,376
|
Preferred
A conversion
|
|||||||
04/15/08
|
4,400,000
|
6,280
|
Debt
Repayment
|
|||||||
04/16/08
|
2,000,000
|
4,000
|
Payment
for Services
|
|||||||
04/17/08
|
2,600,000
|
4,680
|
Preferred
A conversion
|
|||||||
05/07/08
|
2,000,000
|
2,400
|
Debt
Repayment
|
|||||||
05/09/08
|
6,111,111
|
12,222
|
Cash
for Stock
|
|||||||
05/12/08
|
2,880,000
|
4,608
|
Preferred
A conversion
|
|||||||
05/14/08
|
2,000,000
|
2,200
|
Debt
Repayment
|
|||||||
05/15/08
|
3,300,000
|
4,950
|
Preferred
A conversion
|
|||||||
05/22/08
|
3,500,000
|
4,550
|
Payment
for Services
|
|||||||
05/22/08
|
2,000,000
|
1,400
|
Debt
Repayment
|
|||||||
05/26/08
|
3,026,000
|
3,631
|
Preferred
A conversion
|
|||||||
06/03/08
|
3,700,000
|
3,700
|
Preferred
A conversion
|
|||||||
06/05/08
|
4,130,000
|
2,024
|
Repayment
of debt
|
|||||||
06/08/08
|
8,100,000
|
3,969
|
Repayment
of debt
|
|||||||
06/30/08
|
15,000,000
|
48,000
|
Payment
for Services
|
|||||||
06/30/08
|
9,568,800
|
30,620
|
Preferred
A conversion
|
|||||||
06/30/08
|
14,059,000
|
6,889
|
Repayment
of debt
|
|||||||
06/30/08
|
5,952,381
|
19,048
|
Cash
for Stock
|
|||||||
Total
|
102,221,402
|
$
|
185,793
|
·
|
Holders
of the Company’s Series A Preferred stock converted 28.96 shares of Series
A preferred stock into 29,462,800 shares of the Company’s common stock as
indicated on the chart above.
|
·
|
The
Company designated a new series of preferred stock named the Series
F
Preferred Stock with 10,000,000 authorized shares with each share
convertible to $1.00 worth of the Company’s common stock. The Company
issued 7,500 shares of the Company’s Series F Preferred Stock during the
quarter. Since the Series F Preferred Stock has a convertible feature,
a
Preferred Dividend of $1,098 was calculated in accordance with EITF
00-27.
|
·
|
The Company issued 80,000 shares of the Company’s Series E Preferred Stock as partial payment for the acquisition of Teledigit. Since the Series E Preferred Stock has a convertible feature, a Preferred Dividend of $23,175 was calculated in accordance with EITF 00-27. |
·
|
Holders
of the Company’s Series A preferred stock converted 80.47 shares of the
Series A Preferred Stock and $59,819 of Series A dividends into 2,027,068
shares of the Company’s common
stock.
|
·
|
The
Company amended the Series B Preferred Stock by increasing the authorized
shares from 50,000,000 shares to 100,000,000 million shares with
a par
value of $0.00001 per share. The Company also added a conversion
feature
which allows shareholders of the Series B Preferred Stock to convert
one
share of Series B Preferred Stock into 25 shares of Common Stock
upon
request of the shareholder.
|
·
|
The
President and CEO of the Company converted 800,000 shares of his
Series B
Preferred Stock into 20,000,000 shares of the Company’s common
stock.
|
·
|
The
Company designated a new series of preferred stock named the Series
E
Preferred Stock with 10,000,000 authorized shares and a par value
of
$0.00001. Each share of the Series E Preferred Stock is convertible
to
$1.00 of the Company’s Common Stock six months after issuance.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Revenue
|
$
|
-
|
$
|
99,452
|
$
|
-
|
$
|
273,599
|
|||||
Cost
of goods sold
|
|
(391
|
)
|
|
(5,823
|
)
|
|||||||
Gross
profit
|
-
|
99,061
|
-
|
267,776
|
|||||||||
Operating
expenses
|
|||||||||||||
Selling,
general and administrative
|
-
|
115,168
|
-
|
290,131
|
|||||||||
Total
operating expenses
|
-
|
(115,168
|
)
|
-
|
(290,131
|
)
|
|||||||
Other
Income (expense):
|
|||||||||||||
Interest
expense
|
-
|
(687
|
)
|
-
|
(1,950
|
)
|
|||||||
Other
income
|
-
|
696
|
-
|
696
|
|||||||||
Total
other income
|
-
|
9
|
-
|
(1,254
|
)
|
||||||||
Loss
from discontinuing operations
|
$
|
-
|
$
|
(16,098
|
)
|
$
|
-
|
$
|
(23,609
|
)
|
Cash
|
$
|
21,871
|
||
Accounts
receivable
|
176,187
|
|||
Inventories
|
46,808
|
|||
Fixed
assets
|
138,203
|
|||
Other
assets
|
680
|
|||
Accounts
payable
|
(18,835
|
)
|
||
Current
liabilities
|
(1,080
|
)
|
||
Bank
line of credit
|
(82,580
|
)
|
||
Notes
payable
|
(47,770
|
)
|
||
Goodwill
|
586,516
|
|||
Purchase
price
|
$
|
820,000
|
|
For
the three months ended June 30,
|
For
the six months ended June 30,
|
|||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
|
|
|
|||||||||||
REVENUES
|
$
|
481,716
|
$
|
467,117
|
$
|
686,719
|
$
|
945,341
|
|||||
Cost
of goods sold
|
167,119
|
137,162
|
244,657
|
315,433
|
|||||||||
Gross
profit
|
314,596
|
329,956
|
442,062
|
629,908
|
|||||||||
EXPENSES
|
|||||||||||||
Selling,
general and administrative
|
267,803
|
388,167
|
862,399
|
686,434
|
|||||||||
Stock
based compensation
|
299,942
|
588,348
|
174,530
|
740,255
|
|||||||||
Depreciation
and amortization
|
6,237
|
11,609
|
12,474
|
23,218
|
|||||||||
TOTAL
OPERATING EXPENSES
|
573,982
|
988,124
|
1,049,403
|
1,449,907
|
|||||||||
OPERATING
LOSS
|
(259,386
|
)
|
(658,168
|
)
|
(607,341
|
)
|
(819,999
|
)
|
|||||
|
|||||||||||||
OTHER
INCOME (EXPENSE)
|
|||||||||||||
Interest
income
|
1
|
36
|
2
|
38
|
|||||||||
Interest
expense
|
(53,442
|
)
|
(1,788
|
)
|
(125,589
|
)
|
(4,222
|
)
|
|||||
Change
in fair value of derivative liability
|
(1,632,052
|
)
|
(13,662
|
)
|
(1,703,527
|
)
|
(20,087
|
)
|
|||||
Other
income
|
69,599
|
-
|
75,406
|
-
|
|||||||||
TOTAL
OTHER INCOME/(EXPENSE)
|
(1,615,895
|
)
|
(15,414
|
)
|
(1,753,708
|
)
|
(24,271
|
) | |||||
LOSS
FROM CONTINUING OPERATIONS
|
(1,875,280
|
)
|
(673,582
|
)
|
(2,361,049
|
)
|
(844,270
|
)
|
|||||
|
|||||||||||||
DISCONTINUED
OPERATIONS
|
|||||||||||||
Loss
from operations of discontinued business
|
-
|
(16,098
|
)
|
-
|
(23,609
|
)
|
|||||||
LOSS
FROM DISCONTINUED OPERATIONS
|
-
|
(16,098
|
)
|
-
|
(23,609
|
)
|
|||||||
NET
LOSS
|
(1,875,280
|
)
|
(689,680
|
)
|
(2,361,049
|
)
|
(867,878
|
)
|
|||||
Preferred
dividend
|
(25,294
|
)
|
(1,166
|
)
|
(26,654
|
)
|
(3,104
|
)
|
|||||
NET
LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(1,900,575
|
)
|
$
|
(690,846
|
)
|
(2,387,703
|
)
|
(870,982
|
)
|
|||
|
|||||||||||||
NET
LOSS PER COMMON SHARE - BASIC AND DILUTED
|
|||||||||||||
Continuing
operations
|
$
|
(0.02
|
)
|
$
|
(13,35
|
)
|
(0.05
|
)
|
(31,16
|
)
|
|||
Discontinued
operations
|
$
|
0.00
|
$
|
(0.32
|
)
|
0.00
|
(0.87
|
)
|
|||||
Net
loss per common share
|
$
|
(0.02
|
)
|
$
|
(13,67
|
)
|
(0.05
|
)
|
(32.04
|
)
|
|||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
and diluted
|
88,117,204
|
50,438
|
44,302,020
|
27,091
|
Date
|
Amount
|
|||
07/02/2008
|
$
|
30,000
|
||
07/02/2008
|
28,800
|
|||
Total
|
$
|
58,800
|
·
|
VoIP,
TDM, and Hybrid voice functionality and
networking.
|
·
|
10G,
Switched Gigabit, Wireless voice, and multi-protocol
networking.
|
·
|
Computer/Telephony
integration for call centers or Database
backends.
|
·
|
Converged
multimedia applications such as contact centers, desktop
conferencing.
|
·
|
LAN
/ WAN design and network planning.
|
·
|
Data
network support and desktop
support.
|
·
|
VoIP
network support and integration..
|
·
|
VPN
and Branch office data deployment.
|
·
|
Wireless
LAN survey and installation support and
deployment.
|
·
|
Outdoor
Wireless/Microwave data integration and service (Unlicensed & FCC
Licensed).
|
·
|
Remote
network support and management.
|
·
|
CCTV
and IP Video surveillance network design, installation and
support.
|
·
|
Cat5e
and Cat6 Copper networking cabling
installation.
|
·
|
Single-Mode
and Multi-Mode Fiber Optic Cabling installation and
support.
|
·
|
CATV
Distribution Design, Service and
Installation.
|
·
|
Data
and Telecommunication room design and
installation.
|
Date
of Issue
|
Number of Shares Issued
|
Aggregate Sales Price
|
Nature of Transaction
|
|||||||
04/02/08
|
2,006,110
|
$
|
2,556
|
Debt
Repayment
|
||||||
04/02/08
|
1,500,000
|
5,550
|
Payment
for Services
|
|||||||
04/02/08
|
2,200,000
|
8,140
|
Preferred
A conversion
|
|||||||
04/15/08
|
2,188,000
|
4,376
|
Preferred
A conversion
|
|||||||
04/15/08
|
4,400,000
|
6,280
|
Debt
Repayment
|
|||||||
04/16/08
|
2,000,000
|
4,000
|
Payment
for Services
|
|||||||
04/17/08
|
2,600,000
|
4,680
|
Preferred
A conversion
|
|||||||
05/07/08
|
2,000,000
|
2,400
|
Debt
Repayment
|
|||||||
05/09/08
|
6,111,111
|
12,222
|
Cash
for Stock
|
|||||||
05/12/08
|
2,880,000
|
4,608
|
Preferred
A conversion
|
|||||||
05/14/08
|
2,000,000
|
2,200
|
Debt
Repayment
|
|||||||
05/15/08
|
3,300,000
|
4,950
|
Preferred
A conversion
|
|||||||
05/22/08
|
3,500,000
|
4,550
|
Payment
for Services
|
|||||||
05/22/08
|
2,000,000
|
1,400
|
Debt
Repayment
|
|||||||
05/26/08
|
3,026,000
|
3,631
|
Preferred
A conversion
|
|||||||
06/03/08
|
3,700,000
|
3,700
|
Preferred
A conversion
|
|||||||
06/05/08
|
4,130,000
|
2,024
|
Repayment
of debt
|
|||||||
06/08/08
|
8,100,000
|
3,969
|
Repayment
of debt
|
|||||||
06/30/08
|
15,000,000
|
48,000
|
Payment
for Services
|
|||||||
06/30/08
|
9,568,800
|
30,620
|
Preferred
A conversion
|
|||||||
06/30/08
|
14,059,000
|
6,889
|
Repayment
of debt
|
|||||||
06/30/08
|
5,952,381
|
19,048
|
Cash
for Stock
|
|||||||
Total
|
102,221,402
|
$
|
185,793
|
|
NW
TECH CAPITAL, INC.
|
|
|
|
|
|
By:
|
/s/ James
A. Wheeler
|
|
James
A. Wheeler
CEO,
CFO, President and Director
|
Exhibit No.
|
Description
|
|
4.1
|
Amendment
of Designation After Issuance of Class or Series for Series B “Super
Voting” Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly
Report on Form 10Q for the quarter ended March 31, 2008, filed with
the
SEC on May 14, 2008).
|
|
4.2
|
Certificate
of Designation for Series E Convertible Preferred Stock
(incorporated
by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10Q
for the quarter ended March 31, 2008, filed with the SEC on May 14,
2008).
|
|
4.3
|
Certificate
of Designation for Series F Convertible Preferred Stock
(incorporated
by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10Q
for the quarter ended March 31, 2008, filed with the SEC on May 14,
2008).
|
|
31.1
|
Certification
of Chief Executive Officer and Chief Financial Officer, James A.
Wheeler,
pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange
Act.
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer, James A.
Wheeler,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
1 Year NW Tech Capital (PK) Chart |
1 Month NW Tech Capital (PK) Chart |
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