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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.0002 | 0.0002 | 0.00 | 13:26:26 |
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
|
NW
TECH CAPITAL, INC.
|
((Exact
Name of Registrant as Specified in its
Charter)
|
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
|
Condensed
Consolidated Balance Sheets
|
3
|
|
Condensed
Consolidated Statement Of Operations
|
5
|
|
Cash
Flows From Operating Activities
|
6
|
|
Notes
To The Condensed Consolidated Financial Statements
|
8
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis and Results of
Operations
|
19
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Market Risk
|
23
|
Item
4.
|
Controls
and Procedures
|
23
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
24
|
|
|
|
Item
1A.
|
Risk
Factors
|
24
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
24
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
25
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
25
|
|
|
|
Item
5.
|
Other
Information
|
25
|
|
|
|
Item
6.
|
Exhibits
|
25
|
NW
TECH CAPITAL, INC.
|
||
(FORMERLY
CYBERTEL CAPITAL CORPORATION)
|
||
CONDENSED
CONSOLIDATED BALANCE
SHEETS
|
|
September 30,
2008 |
December 31,
2007 |
|||||
|
(UNAUDITED)
|
||||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
|
$
|
20,258
|
$
|
16,675
|
|||
Accounts
receivable, net of $7,781 allowance for doubtful accounts
|
163,327
|
-
|
|||||
Inventory
|
51,520
|
-
|
|||||
Other
current assets
|
-
|
40,000
|
|||||
Total
current assets
|
235,105
|
56,675
|
|||||
Fixed
assets, net of depreciation
|
141,991
|
-
|
|||||
Goodwill
|
586,516
|
-
|
|||||
Other
Assets
|
680
|
-
|
|||||
TOTAL
ASSETS
|
$
|
964,292
|
$
|
56,675
|
September 30, 2008
|
December 31, 2007
|
||||||
|
(UNAUDITED)
|
||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
LIABILITIES
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
428,542
|
$
|
228,082
|
|||
Accrued
expenses
|
17,697
|
67,806
|
|||||
Bank
credit line
|
70,940
|
-
|
|||||
Notes
payable
|
43,195
|
-
|
|||||
Notes
payable to shareholders, net
|
492,393
|
293,064
|
|||||
Derivative
liability
|
618,637
|
140,187
|
|||||
Total
current liabilities
|
1,671,404
|
729,139
|
|||||
Long
term notes payable
|
27,397
|
-
|
|||||
Long
term notes payable to shareholders
|
570,735
|
-
|
|||||
Total
long term liabilities
|
598,132
|
-
|
|||||
TOTAL
LIABILITIES
|
2,269,536
|
729,139
|
|||||
STOCKHOLDERS’
DEFICIT
|
|||||||
Series
A convertible preferred stock, $.001 per share,
|
|||||||
5,000
shares authorized; 55 and 164 shares issued and
outstanding
|
-
|
-
|
|||||
Series
B Convertible and 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, par value $0.00001 per
share,
|
|||||||
10,000,000
shares authorized; 107,840 and 0 shares issued and
outstanding
|
1
|
-
|
|||||
Series
F convertible preferred stock, par value $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;
|
|||||||
310,685,705
and 550,363 issued and outstanding
|
3,107
|
6
|
|||||
Additional
paid-in-capital
|
24,663,196
|
23,656,194
|
|||||
Accumulated
deficit
|
(25,979,540
|
)
|
(24,329,164
|
)
|
|||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(1,305,244
|
)
|
(672,464
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
964,292
|
$
|
56,675
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
|
(UNAUDITED)
|
|
For
the Three Months
Ended September 30, |
For
the Nine Months
Ended September 30, |
|||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
|
|||||||||||||
REVENUES
|
$
|
511,465
|
$
|
-
|
$
|
574,200
|
$
|
-
|
|||||
Cost
of goods sold
|
222,034
|
-
|
252,631
|
-
|
|||||||||
Gross
profit
|
289,431
|
-
|
321,569
|
-
|
|||||||||
EXPENSES
|
|||||||||||||
Selling,
general and administrative
|
495,581
|
181,251
|
888,516
|
297,289
|
|||||||||
Stock
based compensation
|
19,200
|
79,970
|
193,730
|
820,225
|
|||||||||
Litigation
judgment
|
87,775
|
-
|
87,775
|
-
|
|||||||||
Depreciation
and amortization
|
1,137
|
-
|
2,071
|
-
|
|||||||||
TOTAL
OPERATING EXPENSES
|
603,693
|
261,221
|
1,172,092
|
1,117,514
|
|||||||||
OPERATING
LOSS
|
(314,262
|
)
|
(261,221
|
)
|
(850,523
|
)
|
(1,117,514
|
)
|
|||||
|
|||||||||||||
OTHER
INCOME (EXPENSE)
|
|||||||||||||
Interest
income
|
-
|
-
|
1
|
35
|
|||||||||
Interest
expense
|
(169,371
|
)
|
(440
|
)
|
(293,059
|
)
|
(1,903
|
)
|
|||||
Change
in fair value of derivative liability
|
1,225,077
|
(92,145
|
)
|
(478,450
|
)
|
(112,232
|
)
|
||||||
Other
income
|
-
|
27
|
199
|
27
|
|||||||||
TOTAL
OTHER INCOME/(EXPENSE)
|
1,055,706
|
(92,558
|
)
|
(771,309
|
)
|
(114,073
|
)
|
||||||
INCOME
(LOSS) FROM CONTINUING OPERATIONS
|
741,444
|
(353,779
|
)
|
(1,621,832
|
)
|
(1,231,587
|
)
|
||||||
|
|||||||||||||
DISCONTINUED
OPERATIONS
|
|||||||||||||
Income
(Loss) from operations of discontinued business
|
-
|
17,480
|
-
|
(6,129
|
)
|
||||||||
INCOME
(LOSS) FROM DISCONTINUED OPERATIONS
|
-
|
17,480
|
-
|
(6,129
|
)
|
||||||||
NET
INCOME (LOSS)
|
741,444
|
(336,299
|
)
|
(1,621,832
|
)
|
(1,237,716
|
)
|
||||||
Preferred
dividend
|
(1,891
|
)
|
(463
|
)
|
(28,544
|
)
|
(3,567
|
)
|
|||||
NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
739,553
|
$
|
(336,762
|
)
|
(1,650,376
|
)
|
(1,241,283
|
)
|
||||
|
|||||||||||||
NET
INCOME (LOSS) PER COMMON SHARE
–
BASIC AND DILUTED
|
|||||||||||||
Continuing
operations
|
$
|
0.00
|
$
|
(2.04
|
)
|
(0.02
|
)
|
(13.71
|
)
|
||||
Discontinued
operations
|
$
|
0.00
|
$
|
0.10
|
0.00
|
(0.07
|
)
|
||||||
Net
loss per common share
|
$
|
0.00
|
$
|
(1.94
|
)
|
(0.02
|
)
|
(13.82
|
)
|
||||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
and diluted
|
216,772,270
|
173,319
|
102,135,601
|
89,821
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(UNAUDITED)
|
|
For
the Nine Months
Ended September 30, |
||||||
|
2008
|
2007
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
loss from continuing operations
|
$
|
(1,621,832
|
)
|
$
|
(1,231,587
|
)
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|||||||
Depreciation
|
2,072
|
-
|
|||||
Notes
issued for expenses
|
286,878
|
-
|
|||||
Interest
expense associated with beneficial conversion feature
|
252,965
|
-
|
|||||
Change
in fair value of derivative liability
|
478,450
|
112,232
|
|||||
Common
stock issued to third parties for services
|
193,730
|
820,225
|
|||||
Common
stock issued for interest payment on debt
|
22,389
|
-
|
|||||
Changes
in assets and liabilities
|
|||||||
Accounts
receivable
|
12,860
|
-
|
|||||
Inventory
|
(4,712
|
)
|
-
|
||||
Prepaid
expenses
|
20,000
|
-
|
|||||
Accounts
payable and accrued expenses
|
194,389
|
111,783
|
|||||
Net
cash used in continuing operations
|
(162,811
|
)
|
(187,347
|
)
|
|||
Net
loss from discontinued operations
|
-
|
(6,129
|
)
|
||||
Net
cash provided by discontinued operations
|
-
|
2,129
|
|||||
Net
cash used in operating activities
|
(162,811
|
)
|
(191,347
|
)
|
|||
CASH
FLOW FROM INVESTING ACTIVITIES
|
|||||||
Purchases
of fixed assets
|
(5,860
|
)
|
-
|
||||
Net
cash used in continuing operations
|
(5,860
|
)
|
-
|
||||
Net
cash provided by discontinued operations
|
-
|
(999
|
)
|
||||
Net
cash provided by investing activities
|
(5,860
|
)
|
(999
|
)
|
|||
|
|||||||
CASH
FLOW FROM FINANCING ACTIVITIES
|
|||||||
Proceeds
from related party notes payable
|
21,073
|
-
|
|||||
Proceeds
from shareholder notes payable
|
79,000
|
-
|
|||||
Proceeds
from notes payable
|
35,400
|
51,000
|
|||||
Repayment
of notes payable
|
(30,092
|
)
|
-
|
||||
Proceeds
from issuance of common stock
|
45,000
|
-
|
|||||
Proceeds
from issuance of preferred stock & note payable for purchase of
Teledigit
|
21,873
|
-
|
|||||
Payment
of dividends
|
-
|
(3,567
|
)
|
||||
Proceeds
from exercise of ESOP
|
-
|
189,991
|
|||||
Net
cash provided by continuing operations
|
172,254
|
237,424
|
|||||
Net
cash used in discontinued operations
|
-
|
(28,179
|
)
|
||||
Net
cash provided by financing activities
|
172,254
|
209,245
|
NW
TECH CAPITAL, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(CONTINUED)
|
(UNAUDITED)
|
|
For
the Nine Months
Ended September 30, |
||||||
|
2008
|
2007
|
|||||
Cash
and cash equivalents:
|
|||||||
Increase
in cash
|
3,583
|
16,899
|
|||||
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
|
-
|
(37,493
|
)
|
||||
Cash,
end of period
|
$
|
20,258
|
$
|
860
|
|||
SUPLLEMENTAL
DISCLOSURES
|
|||||||
Cash
paid for interest & taxes
|
$
|
3,726
|
$
|
22
|
|||
Non-cash
financing and investing activities
|
|||||||
Issuance
of note for accrued expense
|
$
|
286,878
|
$
|
-
|
|||
Common
stock issued to third parties for services
|
$
|
193,730
|
$
|
820,225
|
|||
Issuance
of common stock for payment of debt
|
$
|
196,522
|
$
|
-
|
|||
Conversion
of accrued dividend to common stock
|
$
|
63,427
|
$
|
-
|
|||
Accrued
preferred stock dividends
|
$
|
3,145
|
$
|
3,567
|
|||
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%
|
$
|
61,390
|
||
-
$10,000
Credit line at 14.25%
|
9,550
|
|||
Total
Bank Lines of Credit
|
$
|
70,940
|
||
Short
Term Notes Payable to Non-Shareholders:
|
||||
-
Current
portion of 4.49% interest; principal of $6,479; due 9/30/10; monthly
payments of $318
|
$
|
3,596
|
||
-
Current
portion of 9.99% interest; principal of $10,388; due 5/15/11; monthly
payments of $358
|
3,432
|
|||
-
Current
portion of 9.99% interest; principal of $14,368; due 5/19/11; monthly
payments of $509
|
4,884
|
|||
-
Current
portion of 9.99% interest; principal of $11,861; due 6/29/11; monthly
payments of $399
|
3,787
|
|||
-
8%
interest; principal of $10,846; convertible to common stock based
on 75%
of average price; due on 9/8/09; net of unamortized discount related
to
debt discount of $8,350
|
2,496
|
|||
-
18%
interest; principal of $25,000; due on 2/20/09; monthly payments
of
$375
|
25,000
|
|||
Total
Short Term Notes Payable to Non-Shareholders
|
$
|
43,195
|
||
Short
Term Notes Payable to Shareholders:
|
||||
-
8%
interest; principal of $19,444; 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
$1,017
|
$
|
18,427
|
||
-
12%
interest; principal of $25,436; 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
$8,437
|
16,999
|
|||
-
10%
interest; principal of 30,000; convertible to common stock based
on 70% of
average price; due on 10/1/08
|
30,000
|
|||
-
10%
interest; principal of $6,281; convertible to common stock based
on 70% of
average price; due on 10/1/08
|
6,281
|
|||
-
10%
interest; principal of 19,336; 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
$9,436
|
9,900
|
|||
-
8%
interest; principal of $7,022 convertible to common stock based on
70% of
average price; due on 12/31/08
|
7,022
|
|||
-
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
$14,068
|
5,932
|
|||
-
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
$11,415
|
13,585
|
|||
-
10%
interest; principal of $10,000; convertible to common stock based
on 70%
of average price; due on 4/30/09
|
10,000
|
|||
-
10%
interest; principal of $20,000; convertible to common stock based
on 70%
of average price; due on 5/20/09
|
20,000
|
|||
-
10%
interest; principal of $81,717; convertible to common stock based
on 70%
of average price; due on 5/29/09; net of unamortized discount related
to
debt discount of $52,827
|
28,890
|
|||
-
10%
interest; principal of $9,728; convertible to common stock based
on 70% of
average price; due on 5/29/09; net of unamortized discount related
to debt
discount of $6,374
|
3,354
|
|||
-
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 $9,722
|
10,278
|
|||
-
8%
interest; principal of $33,556; convertible to common stock based
on 50%
of average price; due on 3/15/09
|
33,556
|
|||
-
8%
interest; principal of $30,000; convertible to common stock based
on 70%
of average price; due on 5/1/09; net of unamortized discount related
to
debt discount of $18,843
|
11,157
|
|||
-
8%
interest; principal of $28,800; convertible to common stock based
on 50%
of average price; due on 3/15/09; net of unamortized discount related
to
debt discount of $18,089
|
10,711
|
|||
-
No
interest; principal of $4,000; convertible to common stock based
on 70% of
average price; due on 3/9/09; net of unamortized discount related
to debt
discount of $1,975
|
2,025
|
|||
-
No
interest; principal of $125,702
|
125,702
|
|||
-
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
|
128,574
|
|||
Total
Short Term Notes Payable to Shareholders
|
$
|
492,393
|
||
Long
Term Notes Payable to Non-Shareholders:
|
||||
-
Long
term portion of 4.49% interest; principal of $6,479; due 9/30/10;
monthly
payments of $318
|
2,883
|
|||
-
Long
term portion of 9.99% interest; principal of $10,388; due 5/15/11;
monthly
payments of $358
|
6,956
|
|||
-
Long
term portion of 9.99% interest; principal of $14,368; due 5/19/11;
monthly
payments of $509
|
9,484
|
|||
-
Long
term portion of 9.99% interest; principal of $11,861; due 6/29/11;
monthly
payments of $399
|
8,074
|
|||
Total
Long Term Notes Payable to Non-Shareholders
|
$
|
27,397
|
||
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
|
570,735
|
|||
Total
Long Term Notes Payable to Shareholders
|
$
|
570,735
|
||
Date
of Issue
|
Number
of Shares Issued
|
Aggregate
Sales Price
|
Nature
of Transaction
|
||||||||
07/02/08
|
4,600,000
|
$
|
2,254
|
Debt
Repayment
|
|||||||
07/08/08
|
3,000,000
|
1,470
|
Debt
Repayment
|
||||||||
07/10/08
|
3,000,000
|
4,200
|
Payment
for Services
|
||||||||
07/10/08
|
3,000,000
|
1,470
|
Debt
Repayment
|
||||||||
07/18/08
|
10,000,000
|
10,000
|
Cash
for Stock
|
||||||||
08/07/08
|
8,193,000
|
5,735
|
Debt
Repayment
|
||||||||
08/07/08
|
9,226,663
|
7,381
|
Preferred
A conversion
|
||||||||
08/07/08
|
4,509,707
|
3,608
|
Preferred
A Dividend
|
||||||||
08/13/08
|
4,000,000
|
6,000
|
Payment
for Services
|
||||||||
08/13/08
|
9,000,000
|
6,750
|
Debt
Repayment
|
||||||||
08/18/08
|
5,000,000
|
9,000
|
Payment
for Services
|
||||||||
08/18/08
|
16,980,000
|
12,335
|
Debt
Repayment
|
||||||||
08/20/08
|
12,000,000
|
8,400
|
Debt
Repayment
|
||||||||
08/27/08
|
11,600,000
|
5,800
|
Debt
Repayment
|
||||||||
08/28/08
|
9,000,000
|
6,300
|
Debt
Repayment
|
||||||||
09/03/08
|
8,800,000
|
10,000
|
Cash
for Stock
|
||||||||
09/05/08
|
32,500,000
|
17,583
|
Debt
Repayment
|
||||||||
09/08/08
|
7,000,000
|
3,696
|
Repayment
of debt
|
||||||||
09/24/08
|
9,000,000
|
2,700
|
Repayment
of debt
|
||||||||
Total
|
170,409,370
|
$
|
124,682
|
·
|
Holders
of the Company’s Series A Preferred stock converted 7.38 shares of Series
A preferred stock into 9,226,663 shares of the Company’s common stock and
$3,608 of dividends into 4,509,707 shares of the Company’s common stock as
indicated on the chart above.
|
·
|
The
Company issued 27,840 shares of the Company’s Series E preferred stock
valued at $27,840 as partial payment for the acquisition of Teledigit.
Since the Series E Preferred Stock has a convertible feature, a Preferred
Dividend of $1,127 was calculated in accordance with EITF
00-27.
|
·
|
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.
|
·
|
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
September 30, |
Nine
Months Ended
September
30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Revenue
|
$
|
-
|
$
|
98,072
|
$
|
-
|
$
|
371,671
|
|||||
Cost
of goods sold
|
(1,931
|
)
|
(7,754
|
)
|
|||||||||
Gross
profit
|
-
|
96,141
|
-
|
363,917
|
|||||||||
Operating
expenses
|
|||||||||||||
Selling,
general and administrative
|
-
|
78,674
|
-
|
368,805
|
|||||||||
Total
operating expenses
|
-
|
(78,674
|
)
|
-
|
(368,805
|
)
|
|||||||
Other
Income (expense):
|
|||||||||||||
Interest
expense
|
-
|
(359
|
)
|
-
|
(2,309
|
)
|
|||||||
Other
income
|
-
|
372
|
-
|
1,068
|
|||||||||
Total
other income
|
-
|
13
|
-
|
(1,241
|
)
|
||||||||
Loss
from discontinuing operations
|
$
|
-
|
$
|
17,480
|
$
|
-
|
$
|
(6,129
|
)
|
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
|
NW
TECH CAPITAL, INC.
|
PROFORMA
CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS
|
|
For
the Three Months
Ended September 30, |
For
the Nine Months
Ended September 30, |
|||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
|
|||||||||||||
REVENUES
|
$
|
511,465
|
$
|
485,104
|
$
|
1,202,011
|
$
|
1,322,786
|
|||||
Cost
of goods sold
|
222,034
|
146,928
|
466,691
|
407,452
|
|||||||||
Gross
profit
|
289,431
|
338,176
|
735,320
|
915,334
|
|||||||||
EXPENSES
|
|||||||||||||
Selling,
general and administrative
|
302,614
|
(26,311
|
)
|
2,003,823
|
1,160,614
|
||||||||
Stock
based compensation
|
299,942
|
588,348
|
174,530
|
740,255
|
|||||||||
Depreciation
and amortization
|
1,137
|
11,609
|
18,916
|
23,218
|
|||||||||
TOTAL
OPERATING EXPENSES
|
603,693
|
573,646
|
2,197,269
|
1,924,087
|
|||||||||
OPERATING
LOSS
|
(314,262
|
)
|
(235,470
|
)
|
(1,461,949
|
)
|
(1,008,753
|
)
|
|||||
|
|||||||||||||
OTHER
INCOME (EXPENSE)
|
|||||||||||||
Interest
income
|
-
-
|
1
|
-
|
38
|
|||||||||
Interest
expense
|
(171,598
|
)
|
(1,891
|
)
|
(233,478
|
)
|
(6,041
|
)
|
|||||
Change
in fair value of derivative liability
|
1,225,077
|
(92,145
|
)
|
(478,450
|
)
|
(112,232
|
)
|
||||||
Other
income
|
-
|
27
|
(829,681
|
)
|
21
|
||||||||
TOTAL
OTHER INCOME/(EXPENSE)
|
1,053,479
|
(93,936
|
)
|
(1,541,609
|
)
|
(118,214
|
)
|
||||||
INCOME
(LOSS) FROM CONTINUING OPERATIONS
|
739,216
|
(329,405
|
)
|
(3,003,559
|
)
|
(1,126,967
|
)
|
||||||
|
|||||||||||||
DISCONTINUED
OPERATIONS
|
|||||||||||||
Income
(loss) from operations of discontinued business
|
-
|
17,479
|
-
|
(6,129
|
)
|
||||||||
INCOME
(LOSS) FROM DISCONTINUED OPERATIONS
|
-
|
17,479
|
-
|
(6,129
|
)
|
||||||||
NET
INCOME (LOSS)
|
739,216
|
(311,926
|
)
|
(3,003,559
|
)
|
(1,133,096
|
)
|
||||||
Preferred
dividend
|
(1,890
|
)
|
(463
|
)
|
(28,544
|
)
|
(3,567
|
)
|
|||||
NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
737,326
|
$
|
(312,389
|
)
|
$
|
(3,032,103
|
)
|
$
|
(1,136,663
|
)
|
||
|
|||||||||||||
NET
INCOME (LOSS) PER COMMON SHARE
–
BASIC AND DILUTED
|
|||||||||||||
Continuing
operations
|
$
|
0.00
|
$
|
(1.90
|
)
|
$
|
(0.03
|
)
|
$
|
(12.55
|
)
|
||
Discontinued
operations
|
$
|
-
|
$
|
0.10
|
$
|
-
|
$
|
(0.07
|
)
|
||||
Net
loss per common share
|
$
|
0.00
|
$
|
(1.80
|
)
|
$
|
(0.03
|
)
|
$
|
(12.62
|
)
|
||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
and diluted
|
216,772,270
|
173,319
|
102,135,601
|
89.821
|
-
|
The
Company issued a total of 9,500,000 shares of Common stock valued
at
$1,995 for repayment of debt.
|
-
|
4,000,000
shares were returned to the company and subsequently canceled as
of the
quarter ended September 30, 2008 in connection with services
rendered.
|
·
|
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.
|
·
|
Managed
IT Support Services and
Outsourcing.
|
·
|
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
|
||||||||
07/02/08
|
4,600,000
|
$
|
2,254
|
Debt
Repayment
|
|||||||
07/08/08
|
3,000,000
|
1,470
|
Debt
Repayment
|
||||||||
07/10/08
|
3,000,000
|
1,470
|
Debt
Repayment
|
||||||||
07/18/08
|
10,000,000
|
10,000
|
Cash
for Stock
|
||||||||
08/07/08
|
8,193,000
|
5,735
|
Debt
Repayment
|
||||||||
08/07/08
|
9,226,663
|
7,381
|
Preferred
A conversion
|
||||||||
08/07/08
|
4,509,707
|
3,608
|
Preferred
A Dividend
|
||||||||
08/13/08
|
9,000,000
|
6,750
|
Debt
Repayment
|
||||||||
08/18/08
|
16,980,000
|
12,335
|
Debt
Repayment
|
||||||||
08/20/08
|
12,000,000
|
8,400
|
Debt
Repayment
|
||||||||
08/27/08
|
11,600,000
|
5,800
|
Debt
Repayment
|
||||||||
08/28/08
|
9,000,000
|
6,300
|
Debt
Repayment
|
||||||||
09/03/08
|
8,800,000
|
10,000
|
Cash
for Stock
|
||||||||
09/05/08
|
32,500,000
|
17,583
|
Debt
Repayment
|
||||||||
09/08/08
|
7,000,000
|
3,696
|
Repayment
of debt
|
||||||||
09/24/08
|
9,000,000
|
2,700
|
Repayment
of debt
|
||||||||
|
|||||||||||
Total
|
158,409,370
|
$
|
105,482
|
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.
|
NW
TECH CAPITAL, INC.
|
||
|
||
By:
|
/s/
James A. Wheeler
|
|
James
A. Wheeler
CEO,
CFO, President and Director
|
||
Dated:
November 7, 2008
|
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.
|
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