U.S. 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: May 31, 2003
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ________________ to __________________
Commission file number 000-33231
Hy-Tech Technology Group, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 95-4868120
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1840 Boy Scout Drive, Fort Myers, Florida 33907
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(Address of principal executive offices)
(239) 278-4111
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(Issuer's telephone number)
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(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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: 28,711,082 as of July 1, 2003
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Transitional Small Business Disclosure Format (check one). Yes [ ]; No [X]
1
Hy-Tech Technology Group, Inc.
May 31, 2003
Quarterly Report on Form 10-QSB
Table of Contents
Page
----
Special Note Regarding Forward Looking Statements.....................................................3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements....................................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..10
Item 3. Controls and Procedures................................................................12
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds..............................................12
Item 6. Exhibits and Reports on Form 8-K.......................................................15
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report
on Form 10-QSB for the quarter ended May 31, 2003, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Page
----
Consolidated Balance Sheet as of May 31, 2003............................................................5
Consolidated Statements of Operations for the three months ended May 31, 2003 and May
31, 2002...........................................................................................6
Consolidated Statements of Cash Flows for the three months ended May 31, 2003 and May
31, 2002...........................................................................................7
Notes to Consolidated Financial Statements...............................................................8
4
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED BALANCE SHEET
May 31, 2003
(Unaudited)
ASSETS
Current assets
Cash $ 144,211
Accounts receivable, net of allowance of $214,000 1,036,216
Inventories 1,292,619
Other receivables 12,700
Prepaid expenses 38,775
------------------
Total current assets 2,524,521
Property and equipment, net 759,587
Other assets 72,331
------------------
Total assets $ 3,356,439
==================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 2,307,618
Accrued expenses 318,346
Line of credit 500,000
Loans payable - shareholders 105,000
Current portion of loans payable 1,709,567
------------------
Total current liabilities 4,940,531
Long-term liabilities
Loans payable, net of current portion 79,875
------------------
Total liabilities 5,020,406
------------------
Commitments and Contingencies
SHAREHOLDERS' DEFICIT:
Preferred stock, $.0001 par value, 32,000,000 shares authorized, no shares
issued and outstanding -
Common stock, $.001 par value, 200,000,000 shares authorized, 28,175,577
shares issued and outstanding 28,176
Additional paid in capital 656,986
Accumulated deficit (2,349,129)
------------------
Total Shareholders' Deficit (1,663,967)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 3,356,439
==================
5
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
May 31,
-------------------------------------------
2003 2002
-------------------- -------------------
Net revenues $ 3,996,330 $ 6,034,730
Cost of revenues 3,602,353 5,064,984
------------------- -----------------
Gross margin 393,977 969,746
General, administrative and selling 1,371,970 1,317,210
------------------- -----------------
Loss from operations (977,993) (347,464)
------------------- -----------------
Other income (expense)
Other income (expense) (16,497) 3,221
Gain on settlement of debt 1,665,810 -
Interest expense (7,062) (42,852)
------------------- -----------------
1,642,251 (39,631)
------------------- -----------------
Net income (loss) $ 664,258 $ (387,095)
=================== =================
Net income (loss) per share:
Net income (loss) - basic and diluted $ 0.03 $ (0.02)
=================== =================
Weighted average shares outstanding:
Basic and diluted 24,493,154 16,000,000
=================== =================
6
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
May 31,
----------------------------------------
2003 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 664,258 $ (387,095)
Adjustments to reconcile net loss to cash provided by
(used in ) operating activities:
Gain on settlement of debt (1,655,601) -
Common stock for services 132,000 -
Depreciation and amortization 102,868 85,346
Bad debt expense 20,000 282,000
Changes in assets and liabilities:
Accounts receivable 412,159 (19,474)
Inventories 447,079 84,206
Other receivables (2,500) 246,699
Prepaid expenses (7,661) 9,776
Other assets - 63,293
Accounts payable 228,024 272,701
Accrued expenses (91,166) (320,957)
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CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES 249,460 316,495
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (19,375) (296,996)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) on line of credit (1,210,385) 100,000
Proceeds from loans 1,050,000 -
Payments of loans payable (90,638) (49,321)
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CASH FLOWS FROM FINANCING ACTIVITIES (251,023) 50,679
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NET INCREASE (DECREASE) IN CASH (20,938) 70,178
Cash, beginning of period 165,149 65,962
----------------- -----------------
Cash, end of period $ 144,211 $ 136,140
================= =================
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 7,062 $ 42,852
================= =================
Supplemental disclosure of non-cash transactions:
Conversion of convertible notes for common stock $ 250,898 $ -
Stock issued for advances $ 278,236 $ -
7
HY-TECH TECHNOLOGY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Presentation
The consolidated balance sheet of the Company as of May 31, 2003, the related
consolidated statements of operations for the three months ended May 31, 2003
and 2002 and the statements of cash flows for the three months ended May 31,
2003 and 2002 included in the consolidated financial statements have been
prepared by the Company without audit. In the opinion of management, the
accompanying condensed financial statements include all adjustments (consisting
of normal, recurring adjustments) necessary to summarize fairly the Company's
financial position and results of operations. The results of operations for the
three months ended May 31, 2003 are not necessarily indicative of the results of
operations for the full year or any other interim period. The information
included in this Form 10-QSB should be read in conjunction with Management's
Discussion and Analysis and Financial Statements and notes thereto included in
the Company's February 28, 2003 Form 10-KSB.
Note 2 - Convertible Debenture
In April 2003, Hy-Tech issued a convertible debenture for $1,000,000 due in
April 2008. The convertible debenture is convertible into common stock at the
lesser of $0.35 per share or 125% of the average closing price for the previous
five trading days or 100% of the average of the three lowest closing bid prices
for the preceding forty days. In connection with the financing, Hy-Tech paid
$100,000 for a fee. The convertible debentures if not converted are due in
August 2008.
Note 3 - Common Stock
During May 2003, Hy-Tech issued 1,200,000 shares of common stock for legal
services valued at $132,000 or the fair value of the services provided.
During May 2003, Hy-Tech issued 1,448,076 shares of common stock for the
conversion of notes payable of $250,898.
During May 2003, Hy-Tech issued 1,500,000 shares of common stock for the
settlement of advances totaling $278,236.
Note - Gain on Settlement of Debt
On April 29, 2003, we settled the claims of our primary lender, SunTrust Bank
pursuant to a Settlement Agreement for aggregate payments of $1.5 million and
recorded a gain of $1,665,810 during the three months ended May 31, 2003. Under
the terms of the Settlement Agreement, we
8
delivered $1 million dollars to SunTrust on April 29, 2003. This $1 million
represented all of the proceeds of the sale of a convertible debenture that was
issued to a private investor. We also agreed to pay SunTrust three installments
of $65,000 each in June, July and August. The balance of $305,000 must be paid
on or before August 28, 2003. The June installment to SunTrust was paid when
due. We also agreed that payment of the installments becomes accelerated in the
event that we fail to maintain combined inventory and accounts receivable levels
of at least $2 million. If we fail to pay any of the installments, the judgments
held against us by SunTrust will be reinstated in their entirety.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
We were formed in 1992 as a supplier to the information technology
business. In January 31, 2003, we completed a reverse acquisition into SRM
Networks, an Internet service provider, in which we were deemed the "accounting
acquirer". We have discontinued SRM Network's Internet business. In connection
with the transaction, SRM Networks, Inc. changed its name to Hy-Tech Technology
Group, Inc.
RESULTS OF OPERATIONS
During the three month period ended May 31, 2003 (the "2003 Period")
revenues were $3,996,330, compared to revenues of $6,034,730 during the three
month period ended May 31, 2002 (the "2002 Period"). This represents a decrease
of approximately 33.8%. This decrease is due to restrictions on our inventory
purchases that were imposed by our primary lender, SunTrust Bank. This decrease
is also attributable to the general decrease in the information technology
business that occurred during the 2003 Period as compared to the 2002 Period.
Gross margins were $393,977 during the 2003 Period compared to $969,746
during the 2002 Period. Gross margins as a percentage of revenues decreased from
approximately 16.1% during the 2002 Period to 9.9% during the 2003 Period. The
decrease in gross margins resulted in part from the sale of older and slower
moving inventory so that we could adjust our product line to more profitable
items. To a lesser extent, this decrease in gross margins was due to our having
to purchase inventory from higher cost vendors due to the lack of liquidity that
resulted from our lending arrangements.
General, administrative and selling expenses were $1,371,970 during the
2003 period compared to $1,317,210 during the 2002 period. The increase in
general, administrative and selling expenses primarily resulted from general
economic conditions and would have been greater if not for cost savings from our
efforts to control costs. The increase is also due to expenses incurred in
connection with the Company's obligations as a reporting company under the
securities laws during the 2003 Period with no comparable expenses during the
2002 Period. The Company anticipates that these expenses will continue to be
incurred in future accounting periods. These expenses included approximately
$140,000 for accounting, legal and investor relations. The Company also incurred
one-time fees of approximately $130,000 for capital raising activities during
the 2003 period with no comparable expenses during the 2002 Period.
Interest expense decreased to $7,062 during the 2003 Period from
$42,852 during the 2002 Period. This decrease was due to decreased levels of
borrowings and lower interest rates.
During the 2003 Period we had a gain on the settlement of debt of
$1,665,810, with no comparable gain during the 2002 Period. This gain arose from
the partial settlement of our debt with our primary lender, SunTrust Bank.
10
Net income for the 2003 Period was $664,258, compared to a net loss
of $387,095 for the 2002 Period, due to the factors described above including
the gain on settlement of debt. Loss from operations for the 2003 Period was
$977,993, compared to a loss from operations for the 2002 Period of $347,464.
LIQUIDITY AND CAPITAL RESOURCES
At May 31, 2003, we had cash of $144,211, current assets of
$2,524,521 and current liabilities of $4,940,531. At May 31, 2003, we had
negative working capital of $2,416,010.
On April 29, 2003, we settled the claims of our primary lender,
SunTrust Bank pursuant to a Settlement Agreement for aggregate payments of $1.5
million. Under the terms of the Settlement Agreement, we delivered $1 million
dollars to SunTrust on April 29, 2003. This $1 million represented all of the
proceeds of the sale of a convertible debenture that was issued to a private
investor. We also agreed to pay SunTrust three installments of $65,000 each in
June, July and August. The balance of $305,000 must be paid on or before August
28, 2003. The June installment to SunTrust was paid when due. We also agreed
that payment of the installments becomes accelerated in the event that we fail
to maintain combined inventory and accounts receivable levels of at least $2
million. If we fail to pay any of the installments, the judgments held against
us by SunTrust will be reinstated in their entirety.
In July, 2003, we entered into a lending arrangement with a
commercial lender. At the closing of this lending arrangement, we paid $300,000
to SunTrust. The current balance of $70,000 owed to SunTrust must be paid in
August 2003.
We have an agreement with a private investor to issue a convertible
debenture for $750,000 on or about August 28, 2003, subject to certain
conditions. In the event that the transaction with the private investor does not
close, we believe that we will be able to rely on our lending facility or other
financings to provide working capital.
We are overdue with payments to numerous vendors. We are in the
process of negotiating payment terms with these vendors. Although some vendors
have threatened to commence litigation against us, to date only two vendors with
claims of approximately $116,800 and $51,000 have started suit. The vendor with
the claim of $51,000 agreed to settle its claim in full in exchange for four
monthly payments of $6,000 each and four monthly payments of $7,500 each.
We cannot guaranty that additional funding will be available on
favorable terms, if at all. If we are unable to obtain debt and/or equity
financing upon terms that our management deems sufficiently favorable, or at
all, it would have a materially adverse impact upon our ability to pursue our
business strategy and maintain our current operations.
11
ITEM 3. CONTROLS AND PROCEDURES
Our principal executive officer and principal financial officer
evaluated the effectiveness of our disclosure controls and procedures as of a
date within 90 days prior to the filing of this report. Based on this
evaluation, our principal executive officer and principal financial officer have
concluded that our controls and procedures are effective in providing reasonable
assurance that the information required to be disclosed in this report is
accurate and complete and has been recorded, processed, summarized and reported
within the time period required for the filing of this report. Subsequent to the
date of this evaluation, there have not been any significant changes in our
internal controls or, to our knowledge, in other factors that could
significantly affect our internal controls.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
RECENT SALES OF UNREGISTERED SECURITIES
On April 28, 2003, a merger between the Company and Sanjay Haryama
("SH"), a Wyoming corporation, was effected. The merger was based upon an
Agreement and Plan of Merger dated April 28, 2003 among the parties. Pursuant to
the merger (i) SH was merged with and into the Company; (ii) the SH shareholder
exchanged 1,000 shares of common stock of SH, constituting all of the issued and
outstanding capital stock of SH, for an aggregate of 1,000 shares of the
Company's restricted common stock; and (iii) SH's separate corporate existence
terminated. The SH shareholder was Coachworks Auto Leasing, which is wholly
owned by Jehu Hand. The determination of the number of shares of the Company's
stock to be exchanged for the SH shares was based upon arms' length negotiations
between the parties.
Prior to the merger, SH completed a $1,000,000 financing transaction
pursuant to Rule 504 of Regulation D of the General Rules and Regulations under
the Securities Act of 1933 as amended pursuant to a Convertible Debenture
Purchase Agreement (the "Purchase Agreement") dated April 21, 2003 between SH
and HEM Mutual Assurance Company, an accredited Colorado investor (the
"Investor"). In connection therewith, SH sold a 1% $1,000,000 Convertible
Debenture due April 20, 2008 (the "SH Debenture") to the Investor. The unpaid
principal amount of the SH Debenture was convertible into unrestricted shares of
SH common stock to be held in escrow pending the repayment or conversion of the
SH Debenture. Pursuant to the merger, the Company assumed all obligations of SH
under the SH Debenture and issued the holder thereof its 1 % $1,000,000
Convertible Debenture due April 28, 2008 (the "Convertible Debenture") in
exchange for the SH Convertible Debenture. The material terms of the Convertible
Debenture are identical to the terms of the SH Convertible Debenture except that
the unpaid principal amount of the Convertible Debenture is convertible into
unrestricted shares of the Company's Common Stock (the "Common Stock"). The per
share conversion price for the Convertible Debenture in effect on any conversion
date is the lesser of (a) $0.35 or one-hundred twenty-five percent (125%) of the
average of the closing bid prices per share of the
12
Company's Common Stock during the five (5) trading days immediately preceding
April 29, 2003 or (b) one hundred percent (100%) of the average of the three (3)
lowest closing bid prices per share of the Company's Common Stock during the
forty (40) trading days immediately preceding the date on which the holder of
the Convertible Debenture provides the escrow agent with a notice of conversion.
The number of shares of the Company's Common Stock issuable upon conversion is
also subject to anti-dilution provisions. The Investor's right to convert the
Convertible Debenture is subject to the limitation that the Investor may not at
any time own more than 4.99% of the outstanding Common Stock of the Company,
unless the Company is in default of any provision of the Convertible Debenture
or the Investor gives seventy five (75) days advance notice of its intent to
exceed the limitation.
On April 28, 2003, the Company entered into a financing transaction in
which it has received a firm commitment from HEM Mutual Assurance Fund (the
"Second Investor"), a private equity fund, for the purchase of a $750,000
convertible debenture from the Company (the "Second Debenture"). The closing of
the transaction will occur upon the effectiveness of a registration statement
(the "Registration Statement") to be filed with the Securities and Exchange
Commission in which, among other things, shares of the Company's Common Stock
issuable upon conversion of the Second Debenture will be registered for resale
by the Second Investor. The terms of the transaction are set forth in a
Convertible Debenture Purchase Agreement (the "Second Debenture Purchase
Agreement") and an April 28, 2003, $750,000 1% Convertible Debenture (the
"Second Debenture") due April 27, 2008 between the Company and the equity fund.
The equity fund will receive the Second Debenture at the time it fulfills its
$750,000 commitment to the Company. The Second Debenture is convertible into
restricted shares of the Company's Common Stock.
The per share conversion price for the Second Debenture in effect on
any conversion date is the lesser of (a) $0.35 or one hundred twenty-five
percent (125%) of the average of the closing bid prices per share of the
Company's Common Stock during the five (5) trading days immediately preceding
the closing date for the transaction, which shall be no later than five (5)
business days after the effective date of the Registration Statement, or (b) one
hundred (100%) of the average of the three (3) lowest closing bid prices per
share of the Company's Common Stock during the forty (40) trading days
immediately preceding the date on which the holder of the Debenture provides a
notice of conversion, provided, however, that the maximum number of shares of
the Company's common stock that the Second Debenture may be converted into shall
be 7,500,000 (the "Maximum Conversion"); and further provided, however, that
upon the Maximum Conversion, the Company may, at its option (a) increase the
Maximum Conversion or (b) redeem the unconverted amount of the Second Debenture
in whole or in part at one hundred forty percent (140%) of the unconverted
amount of the Second Debenture being redeemed plus accrued interest thereon. The
number of shares issuable upon conversion of the Second Debenture is also
subject to anti-dilution provisions. The Second Investor's right to convert the
Second Debenture is subject to the limitation that the Investor may not at any
time own more than 4.99% of the outstanding Common Stock of the Company, unless
the Company is in default of any provision of the Second Debenture or the Second
Investor gives seventy five (75) days advance notice of its intent to exceed the
limitation.
Pursuant to the Second Debenture Purchase Agreement, the Second
Investor or its assignees will also receive Common Stock purchase warrants (the
"Warrants") exercisable for
13
the purchase of up to 5,000,000 shares of the Company's Common Stock, at any
time from the date of issuance through April 27, 2008, at a price of $.01 per
share, subject to adjustment based upon anti-dilution provisions contained
therein. Pursuant to the Second Debenture Purchase Agreement, Warrants to
purchase 2,500,000 shares of the Company's Common Stock were issued and
delivered to the Second Investor upon the execution of the Second Debenture
Purchase Agreement. Warrants to purchase an additional 2,500,000 shares have
been issued and are being held in escrow, and will be delivered to the Second
Investor upon the closing of the Second Debenture Purchase Agreement.
On May 14, 2003, the Investor converted $200,000 of principal on the
First Debenture and $438.36 in related interest at a conversion price of $.173
per share into 1,156,397 shares of the Company's Common Stock. On May 19, 2003,
the Investor converted $50,000 of principal and $460.27 of related interest at a
conversion price of $.173 per share into 291,678 shares of the Company's Common
Stock. On June 9, 2003, the Investor converted $75,000 of principal and $863.01
of related interest at a conversion price of $.1416 per share into 53,506 shares
of the Company's Common Stock.
On May 22, 2003, the Company entered into an Assignment of Claim with
Robert Cohen ("Cohen"), pursuant to which the Company issued 1,500,000 shares of
restricted Common Stock to Cohen and Cohen assigned to the Company all of
Cohen's rights in and to all legal claims Cohen held against Imperium Capital,
Inc. and Myron Gushlak arising out of their securities transactions in a trading
account they maintained at Sterling Financial Investment Group, Inc., a
registered broker-dealer. Cohen was granted piggyback registration rights in the
event that the Company files a registration statement with the SEC. To be
included in this registration statement, Cohen must agree that he may not offer
for sale or sell any of the shares of common stock underlying the replacement
notes and the warrants until he has received notice from the Company that all of
the shares of HEM Mutual Assurance ("HEM") included in the registration
statement have been sold or that HEM no longer has the right to acquire shares
of common stock from the Company which the Company is obligated to include in
the registration statement.
These securities were sold under the exemption from registration
provided by Section 4(2) of the Securities Act and/ or Regulation D thereunder.
Neither the Registrant nor any person acting on its behalf offered or sold the
securities by means of any form of general solicitation or general advertising.
All purchasers represented in writing that they acquired the securities for
their own accounts and without a view to distribution. A legend was placed on
the stock certificates stating that the securities have not been registered
under the Securities Act and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certificate of Chief Executive Officer
99.2 Certificate of Chief Financial Officer
(b) Reports on Form 8-K
A report on Form 8-K and an amended Form 8-K were filed on March 10 and
March 13 of 2003, respectively, relating to a change in auditors from
Quintanilla, a Professional Accountancy Corporation to Malone & Bailey, PLLC.
A report on Form 8-K was filed on May 13, 2003, relating to a change in
control, item 1, involving the acquisition by Altos of a controlling interest in
the Company and relating to other events, item 5, involving a financing of the
Company and a settlement with SunTrust Bank.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Hy-Tech Technology Group, Inc.
Dated: July 15, 2003 By: /s/ Martin Nielson
-----------------------------------
Martin Nielson
Chief Executive Officer
16
CERTIFICATIONS
I, Martin Nielson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hy-Tech
Technology Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made know to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: July 15, 2003 /s/ Martin Nielson
----------------------------------
Name: Martin Nielson
Title: Principal Executive Officer
17
CERTIFICATIONS
I, Gary F. McNear, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hy-Tech
Technology Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made know to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: July 15, 2003 /s/ Gary F. McNear
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Name: Gary F. McNear
Title: Principal Financial Officer
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