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: NOVEMBER 30, 2003
----------------------
[ ] 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.
------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-4868120
-------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1840 BOY SCOUT DRIVE, FORT MYERS, FLORIDA 33907
-----------------------------------------------
(Address of principal executive offices)
(239) 278-4111
--------------
(Issuer's telephone number)
(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: As of January 1, 2004,
78,543,646
Transitional Small Business Disclosure Format (check one). Yes [ ];
No [X]
1
HY-TECH TECHNOLOGY GROUP, INC.
NOVEMBER 30, 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...............9
Item 3. Controls and Procedures............................................................................14
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds..........................................................14
Item 6. Exhibits and Reports on Form 8-K...................................................................14
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 November 30, 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 Condensed Balance Sheets as of November 30, 2003 and February 28, 2003
(unaudited) .......................................................................................5
Consolidated Condensed Statements of Operations for the three and nine months
ended November 30, 2003 and November 30, 2002 (unaudited) .........................................6
Consolidated Condensed Statement of Cash Flows for the nine months ended November 30,
2003 (unaudited) ..................................................................................7
Notes to Consolidated Condensed Financial Statements.....................................................8
4
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
NOVEMBER 30, 2003 FEBRUARY 28, 2003
----------------- -----------------
ASSETS
Current Assets
Cash $ 19,094 $ 165,149
Accounts receivable (net) 303,865 1,468,375
Other receivables 10,321 10,200
Inventories (net) 515,868 1,739,698
Prepaid expenses 76,406 31,114
----------- -----------
Total current assets 925,554 3,414,536
Property and equipment, net 426,853 843,080
Other assets 77,893 72,331
----------- -----------
Total assets $ 1,430,300 $ 4,329,947
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 2,075,709 $ 2,079,594
Accrued expenses 318,086 409,512
Line of credit -- 2,886,000
Advances -- 278,236
Loans payable - shareholders -- 105,000
Current portion of loans payable -- 1,479,639
Sales taxes payable 23,554 --
----------- -----------
Total current liabilities 2,417,349 7,237,981
Long-term liabilities
Loan payable, net of current portion -- 81,325
Convertible debt 530,000 --
----------- -----------
Total liabilities 2,947,349 7,319,306
Commitment and contingencies
Shareholders' Deficit
Common stock 3,045,796 24,028
Accumulated deficit (4,562,845) (3,013,387)
----------- -----------
Total shareholders' deficit (1,517,049) (2,989,359)
----------- -----------
Total liabilities and shareholders' deficit $ 1,430,300 $ 4,329,947
=========== ===========
5
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
November 30, November 30,
------------------------------- -------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net revenues $ 1,194,696 $ 5,673,483 $ 8,535,553 $ 19,105,524
Cost of revenues 1,040,693 4,810,471 7,481,398 16,209,647
------------ ------------ ------------ ------------
Gross margin 154,003 863,012 1,054,155 2,895,877
General, administrative and selling 1,475,040 837,578 3,856,277 2,999,499
------------ ------------ ------------ ------------
Income (loss) from operations (1,321,037) 25,434 (2,802,122) (103,622)
------------ ------------ ------------ ------------
Other income (expense)
Other income (expense) 133 (4,623) (36,502) (16,991)
Gain on settlement of debt -- -- 1,655,601 --
Interest expense (235,293) (39,351) (366,435) (191,660)
------------ ------------ ------------ ------------
(235,160) (43,974) 1,252,664 (208,651)
------------ ------------ ------------ ------------
Net loss $ (1,556,197) $ (18,540) $ (1,549,458) $ (312,273)
============ ============ ============ ============
Net loss per share:
Net loss - basic and diluted $ (0.02) $ (0.00) $ (0.04) $ (0.02)
============ ============ ============ ============
Weighted average shares outstanding:
Basic and diluted 63,517,445 16,000,000 41,356,373 16,000,000
============ ============ ============ ============
6
HY-TECH TECHNOLOGY GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended November 30,
-----------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,549,458) $ (312,273)
Adjustments to reconcile net loss to cash provided by operating
activities:
Depreciation and amortization 306,864 216,060
Gain on settlement of debt (1,655,601) --
Gain on disposition of assets (56,686) (52,497)
Common stock for services 990,145 --
Bad debt expense 20,000 --
Changes in assets and liabilities:
Accounts receivable 1,144,510 258,328
Inventories 1,223,830 654,756
Other receivables (121) 146,949
Prepaid expenses (45,292) (42,718)
Other assets (5,562) (5,334)
Accounts payable (3,885) 327,320
Accrued expenses and sales taxes payable (172,872) (384,275)
----------- -----------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 195,872 806,316
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Disposition of assets 200,310 95,605
Capital expenditures (34,261) (872,311)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES 166,049 (776,706)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings from (payments on) line of credit (1,710,385) 66,000
Proceeds from loans 1,530,000 --
Payments of loan payable (327,591) (117,283)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES (507,976) (51,283)
----------- -----------
NET INCREASE (DECREASE) IN CASH (146,055) (21,673)
Cash, beginning of period 165,149 65,962
----------- -----------
Cash, end of period $ 19,094 $ 44,289
=========== ===========
Non-cash transactions:
Conversion of convertible notes for common stock $ 1,000,000 $ --
=========== ===========
Stock issued for advances and debt $ 1,031,623 $ --
=========== ===========
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HY-TECH TECHNOLOGY GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
PRESENTATION
The consolidated condensed balance sheet of the Company as of November 30, 2003,
the related consolidated condensed statements of operations for the three and
nine months ended November 30, 2003 and 2002 and the consolidated condensed
statement of cash flows for the nine months ended November 30, 2003 included in
the consolidated condensed 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 and nine months
ended November 30, 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.
CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Hy-Tech Technology Group and its wholly-owned subsidiary, Hy-Tech Computer
Systems. Intercompany accounts and transactions were eliminated in
consolidation.
USE OF ESTIMATES
The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent liabilities as of the date of the financial statements
and reporting period. Accordingly, actual results could differ materially from
those estimates.
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 (a) $0.35 per share or 125% of the average closing bid prices per
share of the Company's Common Stock during the five trading days immediately
preceding April 29, 2003 or (b) 100% of the average of the three lowest closing
bid prices for the forty days preceding the date of conversion. In connection
with the financing, Hy-Tech paid a fee of $100,000. The convertible debentures
if not converted are due in August 2008. As of October 7, 2003, the convertible
debentures were fully converted to 25,613,328 shares of common stock.
In November 2003, Hy-Tech issued convertible debentures of $300,000 due in
November 2005. The convertible debentures are convertible into common stock at
$0.03 per share.
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Hy-Tech has convertible debentures of $230,000 past due as of November 30, 2003.
The convertible debentures are convertible into common stock at $.10 per share.
Common Stock
During the nine months ending September 30, 2003, Hy-Tech issued 22,393,382
shares of common stock for services valued at $990,145.
During the nine months ending September 30, 2003, Hy-Tech issued 4,259,445
shares of common stock for advances and debt of $1,031,623.
On April 28, 2003, the Company acquired by merger Sanjay Haryama ("SH"), a
company that had completed a $1,000,000 financing transaction pursuant to Rule
504 of Regulation D under the Securities Act of 1933, as amended (the "Act").
Pursuant to the merger, the Company assumed all obligations of SH under the
financing transaction and issued to the holder thereof its 1% $1,000,000
Convertible Debenture due April 28, 2008 (the "Debenture"). As of October 7,
2003, the convertible debentures were fully converted to 25,613,328 shares of
common stock.
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.
In May 2003, Martin Nielson assumed full time responsibilities as CEO,
brought new investors to the company, and is attempting to transform Hy-Tech
Technology Group, Inc. from a custom systems builder and an authorized
distributor of the world's leading computer systems and components to a
solutions provider offering an expanding range of services and software to its
customer base. During the fiscal first quarter, the Company took steps necessary
to design this new business strategy and during the second quarter the Company
began to implement this strategy. This new business strategy also seeks growth
by acquisition as well as organic growth.
During this period, a number of significant steps were taken to prepare
the Company for the launch of this new plan. Among these steps taken were:
o construction of the details of the new plan
o restructuring of the personnel, including identifying new
additions to management
o reduction of costs and store closures
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o engagement of key professionals, including investment banking
teams
o negotiating with sources of new investment
o identifying and negotiating with acquisition targets
The implementation of this plan is dependent upon the Company's ability
to raise additional financing. For the nine months ended November 30, 2003, the
Company raised approximately $1.5 million from new investors. The net proceeds
from this financing were principally used for the settlement of the SunTrust
Bank debt and for general working capital purposes. The Company's inability to
raise additional financing has resulted in a delayed execution of the new plan
and has also caused the Company's obligations to increase. Due to insufficient
cash generated from operations, the Company presently does not have cash
available to pay its accounts payable and other liabilities. Obligations are
being met on a month-to-month basis as cash becomes available. There can be no
assurances that the Company's present cash flow will be sufficient to meet
current and future obligations.
The Company's limited liquidity has also had a detrimental effect on
the Company's sales efforts during the three and nine months ended November 30,
2003. Furthermore, because the Company has experienced a significant deficit in
working capital, the Company announced store closures during the past quarter to
reduce its fixed overhead.
The Company remains active in discussions to obtain additional
financing for working capital and to also enable the launch of the new plan.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
condensed consolidated financial statements and related notes included elsewhere
is this report. Except for the historical financial information contained
herein, the matters discussed in this Quarterly Report on Form 10-QSB may be
considered "forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Act of
1934, as amended. Such statements include declarations regarding the intent,
beliefs or current expectations of our management. Such forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties. We undertake no obligation to publicly release the
results of any revision to these forward-looking statements, which may be made
to reflect events or circumstances after the dates hereof or to reflect the
occurrence of unanticipated events.
The following discussion compares the three and nine months ended
November 30, 2003 to the three and nine months ended November 30, 2002.
During the three and nine months ended November 30, 2003 (the "2003
Periods") net revenues were $1,194,696 and $8,535,553, respectively, compared to
net revenues of $5,673,483 and $19,105,524 for the three and nine months ended
November 30, 2002 (the "2002 Periods"). This represents a decrease of
approximately 78.9% and 55.3% respectively from the 2002 Periods. The Company's
limited liquidity has had a detrimental effect on the Company's sales efforts
10
during the three and nine months ended November 30, 2003. Furthermore, because
the Company has experienced a significant deficit in working capital, the
Company announced store closures during the past quarter to reduce its fixed
overhead, which also reduced the Company's sales capacity. During the first half
of this fiscal year, we faced restrictions on our inventory purchases that were
imposed by our primary lender and our lower sales results were exacerbated by
the general decrease in the information technology business.
Gross margins for the three and nine months ended November 30, 2003
were $154,003 and $1,054,155, respectively, compared to gross margins of
$863,012 and $2,895,877 for the three and nine months ended November 30, 2002.
Gross margins as a percentage of net revenues were 12.9% and 12.4% for the three
and nine months ended November 30, 2003, respectively, compared to 15.2% and
15.2% for three and nine months ended November 30, 2002, respectively. The
decrease in gross margins for the nine months ended November 30, 2003 resulted
in part from the sale of older and slower moving inventory so that we could
adjust our product line to more profitable items. During the nine months ended
November 30, 2003, the Company has reduced its on-hand inventory by 70.3% from
$1,739,698 as of February 28, 2003 to $515,868 as of November 30, 2003. Gross
margin improvement going forward is greatly dependent upon the Company's ability
to access additional liquidity for inventory purchases at more competitive
pricing. During the 2003 period, we were faced with having to purchase inventory
from higher cost vendors due to the lack of liquidity.
General, administrative and selling expenses for the three and nine
months ended November 30, 2003 were $1,475,040 and $3,856,277, respectively,
compared to $837,578 and $2,999,499 for the three and nine months ended November
30, 2002. Employee salaries represent approximately 35% and 54% of total
general, administrative and selling expenses for the nine months ended September
30, 2003 and 2002, respectively. Although, employee salaries decreased by
$270,084, or 16.7% from $1,618,198 to $1,348,144 for the nine month period ended
November 30, 2003 due to reduction in force and store closures, overall total
general, administrative and selling expenses increased by $294,762, or 9.8% for
the nine month period ended November 30, 2003. This increase was principally due
to the Company's reverse acquisition into SRM Networks and its obligations as a
reporting company under the securities laws during the 2003 Periods with no
comparable expenses during the 2002 Periods.
Other income (expenses) for the three and nine months ended November
30, 2003 were $133 income and $36,502 expense, respectively, compared to other
expense of $4,623 and $16,991 for the three and nine months ended November 30,
2002.
Interest expense for the three and nine months ended November 30,
2003 were $235,293 and $366,435, respectively, compared to $39,351 and $191,660
for the three and nine months ended November 30, 2002. This increase in interest
expense in 2003 was principally due to the high cost of factoring our
receivables.
During the 2003 Periods we had a gain on the settlement of debt of
$1,665,601, with no comparable gain during the 2002 Periods. This gain arose
from the settlement of our debt with our primary lender, SunTrust Bank.
11
Net loss for the three and nine months ended November 30, 2003 were
$1,556,197 and $1,549,458, respectively, compared to net loss of $18,540 and
$312,273 for the three and nine months ended November 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 2003, we had cash of $19,094, current assets of
$925,554 and current liabilities of $2,417,349. At November 30, 2003, we had
negative working capital of $1,491,795, compared to negative working capital of
$964,316 as of August 31, 2003.
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 the balance owed to SunTrust in three
installments. All of these installments have been paid and SunTrust has released
the Company from all of its claims.
The Company's inability to raise additional financing has resulted in a
delayed execution of the new plan and has also caused the Company's obligations
to increase. Due to insufficient cash generated from operations, the Company
presently does not have cash available to pay its accounts payable and other
liabilities. Obligations are being met on a month-to-month basis as cash becomes
available. There can be no assurances that the Company's present cash flow will
be sufficient to meet current and future obligations. We are overdue with
payments to numerous vendors. Four of our vendors have pending litigation
against us for claims of approximately $430,000. One vendor who commenced
litigation with a claim of approximately $128,000 settled with us for fifteen
payments of $5,000 each, the first payment of which has been made. Two vendors
with aggregate claims of approximately $229,000 have threatened to commence
litigation. We settled with one of these vendors for a total $36,000 in periodic
payments. We are in the process of negotiating payment terms with all of the
vendors who have not agreed to terms.
We believe that cash generated from operations will in all
likelihood be insufficient to fund our ongoing operations through the next
twelve months. Although we have received some equity and debt financing, efforts
are underway to secure additional financing to enable us to meet our
obligations, as execution of our business plan requires additional capital to
fund. We remain active in discussions to obtain additional sources of financing
but there can be no assurance that we will be able to successfully raise such
additional funds or that such funds will be available on acceptable terms. We
have not received any proceeds under the $10,000,000 equity line of funding for
the purpose of making acquisitions that we previously announced on December 3,
2003. Management now believes it is unlikely that this particular funding will
proceed.
Funds raised through future equity financing will likely be dilutive
to our current shareholders. The incurrence of indebtedness would result in an
increase in our fixed obligations and could result in borrowing covenants that
would restrict our operations. There can be no assurance that financing will be
available in sufficient amounts or on terms acceptable to us, if at all. If
financing is not available when required or is not available on acceptable
terms, we may be unable to launch our new plan. In addition, we may be unable to
12
take advantage of business opportunities or respond to competitive pressures.
Any of these events could have a material and adverse effect on our business,
results of operations and financial condition. Lack of additional funds will
materially affect our business and may cause us to cease operations.
Consequently, shareholders could incur a loss of their entire investment in the
Company. Our financial statements were prepared on the assumption that we will
continue as a going concern. The report of our independent accountants for the
year ended February 28, 2003 acknowledges that we have incurred losses in each
of the last two fiscal years and that we will require additional funding to
sustain our operations. These conditions cause substantial doubt as to our
ability to continue as a going concern. Our financial statements included herein
do not include any adjustments that might result should we be unable to continue
as a going concern.
RISKS AND UNCERTAINTIES
Our business is subject to the effects of general economic conditions, and in
particular, market conditions in the software and computer industries. Our
operating results have been and continue to be adversely affected as a result of
the recent unfavorable global economic conditions and reduced consumer spending
in the high tech sector. These adverse economic conditions in the U.S., may
continue in the short term, and they may continue to adversely affect our
revenue and earnings. If these economic conditions do not improve, or if we
experience a continued weakening of the economy or technology spending, we may
experience material adverse impacts on our business.
Other Factors That May Affect Future Results of Operations:
o delays in shipment or availability of existing products
o introduction of new products by major competitors
o weakness in demand for hardware and components
o lack of growth in worldwide personal computer sales
o corporate reductions in IT spending
o inability to integrate companies and products we acquire
o industry transitions to new business and information delivery
models
o changes occurring in the global market conditions affecting
our customers
Statements included in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which are not historical facts are
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could render them materially different, including, but not
limited to, the risk that new products and product upgrades may not be available
on a timely basis, the risk that such products and upgrades may not achieve
market acceptance, the risk that competitors will develop similar products and
reach the market first, and the risk that the Company would not be able to fund
its working capital needs from cash flow.
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ITEM 3. CONTROLS AND PROCEDURES
Our principal executive officer and principal financial officer
evaluated the effectiveness of our disclosure controls and procedures as (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by 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 as of the end of the period covered by this report.
During the fiscal quarter covered by this report, 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, the Company acquired by merger Sanjay Haryama
("SH"), a company that had completed a $1,000,000 financing transaction pursuant
to Rule 504 of Regulation D under the Securities Act of 1933, as amended (the
"Act"). Pursuant to the merger, the Company assumed all obligations of SH under
the financing transaction and issued to the holder thereof its 1% $1,000,000
Convertible Debenture due April 28, 2008 (the "Debenture").
During the fiscal quarter covered by this report, the holder of the
Debenture converted an aggregate of $424,566 principal amount of the Debenture
and accrued interest into an aggregate of 16,651,409 shares of the Company's
common stock. As a result of these conversions, the principal balance of the
Debenture and accrued interest was fully converted into shares of the Company's
common stock.
During the fiscal period covered by this report, the Company issued an
aggregate of 1,100,000 shares of it common stock to investor relations firms in
consideration of services rendered to the Company. The shares were issued in
private placements that were exempt from the registration requirements of the
Act pursuant to section 4(2) of the Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of
Principal Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of
Principal Financial Officer
14
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
(b) Reports on Form 8-K
None.
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: January 19, 2004 By: /s/ Martin Nielson
---------------------------------
Martin Nielson
Chief Executive Officer
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