Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters
Market Information:
The Company's common stock has been publicly traded since March
21, 1986 on the over-the- counter market. The following table
sets forth the quarterly high and low bid quotations as reported
by the National Quotation Bureau, Historical Data Service:
Quarter Low High
June 2002 $0.100 $0.490
Sept. 2002 0.080 0.190
Dec. 2002 0.050 0.150
Mar. 2003 0.090 0.235
June 2003 $0.070 $0.150
Sept. 2003 0.055 0.115
Dec. 2003 0.020 0.070
Mar. 2004 0.020 0.060
June 2004 $0.025 $0.100
Sept. 2004 0.025 0.080
These prices do not reflect retail markup, mark down or
commissions and may not represent actual transactions.
Holders:
As of June 30, 2004, there were approximately 2,200 shareholders
of record.
Dividends:
To date no dividends have been paid to shareholders. The Board
of Directors will consider the payment of dividends when it
deems it appropriate to do so, taking into account current and
potential Federal and State regulatory restrictions, the
Company's income and financial condition, economic conditions
and other factors. However, no assurance can be given that
dividends will ever be paid to shareholders.
(12)
The company currently has 50,000,000 common shares authorized. At
June 30, 2004, 42,177,606 were issued and outstanding. Currently
609,600 stock remain unissued relative to the 2002 Benefit Plan
and are reserved as part thereof. Additionally, 50,000 stock are
reserved for unexercised options at a strike price of $0.50 per share.
During fiscal 2004, a total of 941,500 shares were issued.
Of the preceeding amount 516,500 Restricted Common Stock were issued
and paid for in the aggregate amount of $41,957.50 or $0.08 per share
and 425,000 stock were issued for expensed services of $22,750 at an
average of $0.54 per share.
In December 2002 an S8 Registration was completed and filed, registering
four million shares pursuant to The 2002 Benefit Plan. At June 30, 2004
3,950,400 stock had been issued pursuant to the plan; 609,600 stock
remain unissued and are reserved as part thereof.
(13)
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
During the year ended June 30, 2004, an operating loss of
($561,210) was incurred; before other income was stated. The
operating loss was funded, primarily by equity capital,
accounts receivable, an increase in payables and stockholder
loans. With continued operating losses and monthly debt
service requirements, monthly cash flow requirements is greatly
impeded.
In fiscal 2004, $41,957 investment capital was secured through
the issue of 516,500 restricted common stock. Additionally,
$22,750 in operating expenses were paid by the issue of 425,000
common stock .
No Canadian Tax refunds were received during the current fiscal
year as the Canadian Federal tax department has changed the tax
status of the company, which in turn negates the ability to
receive cash refunds on research and development expenses,
therefore no Canadian federal refunds will be available for
fiscal 2004. However, determination of the tax status may be
reassessed at any time and subsequently changed, however there
can be no assurance of this occurring.
Further acquisition of significant property and equipment
purchases and/or expansion of facilities will only be considered
if demand for Company products warrant such expansion and the
financing of such expansion would not adversely effect the
Company's financial condition.
A long term debt financing arrangement is in arrears, as such
this debt continues to be reflected as current liability on the
June 30, 2004 balance sheet. The FBX Holdings debt amounts to
$202,056 CD, including both principal and accrued interest. The
Debtor clearly understands the cash position and as such has
verbally agreed to a moratorium on principal repayments until
financial conditions exist allowing a payment [s] or,
alternatively, suggest an acceptable method [s] of settlement.
GOING CONCERN (Note 1), Significant operating losses have been
sustained since its inception and there is substantial doubt as
to the ability to continue as a going concern. Continued
existence is dependent upon the ability to generate sufficient
cash flow to meet obligations on a timely basis. It is not
expected that cash flows from operations in the immediate future
will be sufficient to meet requirements and additional financing
is required.
(14)
We see apathy and reluctance to change as slowing our
penetration of the market at the rate we would like to achieve
our growth potential. We have three major technologies based on
our compounding knowledge and skills each of these products has
many different applications in the market place. We do not rely
on a single application to obtain sufficient market share to
provide profits and cash surpluses to pay down debt.
Our biggest risk therefore lies in our ability to be confident
that our financial house is in order and that we do not have to
direct large amounts of executive time to constantly search for
financing to grow the business. We are fully aware of the cost
of lost opportunities when we constantly cut back on the R&D
pre-production advancement due to lack of capital.
In that regard, in late August, with confidence for the future,
an agreement was signed by the Directors of Mortile Industries
Ltd. on behalf of Mortile Industries Ltd. and by Mr. Isaac
Roitman on behalf of his group. This Group owns and operates
production facilities in New York State, Mexico and South America
and employ over 1000 people in their manufacturing facilities.
The Group will contribute in aggregate, US$4.8 million in
invested property, know-how and technology in a turnkey
operation including US$500,000 infusion of working capital.
Mortile Industries will provide two debentures payable within 5
years; one of US$1.4 million and a second of US$500,000. The
net capital investment is therefore US$2.9 million and a loan to
Mortile Industries for US$1.9 million for 60% of Mortile
Industries. Technical Ventures will now own 40% of Mortile
Industries Ltd.
The Group will also undertake to purchase materials compounded
by Mortile Industries for their own consumption wherever their
existing suppliers can be displaced.
The investing Group has a substantial expansion in progress in
their New York State plant which should come on-stream in
January 2005. Mortile Industries Ltd. will be the supplier of
materials and compounds for consumption in this plant.
New market opportunities are expected to produce additional
sales of US$8 million in the second year. The Group brings
their financing, technology and raw material purchasing power to
the venture which will enable Mortile to expand rapidly and
effectively compete in the global market place.
Mortile Industries Ltd. will also manufacture color additives
for the Corporation thereby eliminating outside purchasing of
these products, further contributing to Mortile's sales and
profitability. Savings in raw material costs are very
important in the very competitive market place we operate in.
Survival against imports will depend on pricing which means
access to the best possible pricing of both raw materials and
capital.
Mr. Isaac Roitman will become an officer of Mortile Industries
Ltd. and will take an active part in the day-to-day operations,
current management of Mortile Industries Ltd. remains in place.
Mortile Industries Ltd. and Technical Ventures have exhausted
all normal channels of financing and this agreement will enable
Technical Ventures the ability to move ahead with confidence.
(15)
A dividend policy will be embodied in the agreement guaranteeing
a percentage of the profits to be paid out each year once the
loans are repaid.
Technical Ventures Inc. retains it's metal technology which it
will continue to develop and market through a new subsidiary.
It is essential that the company raises the financing to sustain
marketing and manufacture of of it's developed technologies and
therefore TVI will continue to explore all opportunities in
respect of financial requirements. Additionally, if it is
deemed to be in the best interest of its stockholders and
serious consideration will be given to raising additional funds
through private or public equity issuance's in the future.
(16)
Results of Operations - Comparison of Fiscal 2004 To Fiscal 2003:
For the fiscal year ending June 30, 2004, TVI incurred an
operating loss of ($561,210) on net sales of $794,634, before
other income. Net sales revenues decreased 6.5 % over fiscal
2003. The majority of the decrease taking place in contract /
specialty compounding work. Comparatively, fiscal 2003 incurred
an operating loss of ($602,022) on net sales of $850,235.
During fiscal 2004, the company experienced an overall decline of
17% in sales revenues. It's major customer in toll compounding
services experienced a major decline in sales and which resulted
in the major decline in orders to the company. Increases in
pricing and increased sales revenues in the foaming products
offset some declines.
On reflection of "other income", the operating loss becomes
$(384,375) in fiscal 2004. Comparatively in fiscal 2003, after
reflecting other income, the operating loss became ($592,913).
Gross margins of ($38,596) (5%) in fiscal 2004, represented a
decreased of 5.4% over the previous year ended June 30, 2003.
The effect of decreased sales, maintaining the highly
experienced work force, resulted in the decline of margins. A
stronger Canadian dollar had a negative effect on US$ revenues
and expenses.
Administrative expense decreased 26 % during fiscal 2004, when
compared to those for the corresponding twelve month period of
the previous year as legal expense incurred in the previous year
did not occurr again.
Financial and Interest Expense increased in fiscal 2004 when
compared to those for the corresponding period of the previous
year as penalties for debt increased and the requirement to
increase borrowing necessary to provide cash flow increased
interest expense.
R&D Expenses decreased 4 % as resources were diverted to
manufacturing to further refine existing Company proprietary
products and services.
Selling expenses decreased by 19 % in fiscal 2004 over
comparative fiscal 2003; as resources were diverted to refining
existing products and concerted effort to control expenditures.
Contingent expense decreased substantially in fiscal 2004 by 91%
due to nonrecurring items which were recognized in fiscal 2003.
There can be no assurance, but growth is anticipated to take
place in all areas of the Company's expertise and technology.
(17)
PRODUCTS
Mortile Foam Compounds
Mortile has manufactured prototype disks ("Frisbees") and the
response from dog food suppliers and pet toy distributors has
been very positive. A production mold will be made and it is
anticipated that the first orders should be in the distribution
hands within 2 weeks of the mold being in place.
Light Weight Foams - EXO Foam
Under licensed formulations and in-house technology, the Company
is poised to become a major supplier of cross-linked
polyethylene foamable resins to a wide and diversified market at
highly competitive prices. The finished product is available
and being offered to a selected market segment that could fast
track the product.
Cross-linked polyethylene foams are used in a very broad cross
section of the market providing good opportunities in the
following market segments:
A presentation to the automotive industry created a great deal
of interest for automotive parts such as console parts, visors,
arm and door rests and many other applications.
Differentia
The Company's key differentiates are the attributes of its
products:
1. Hazardous materials have been eliminated;
2. The base material cost is lower than competing products;
3. The "pellet to part" technology permits the elimination of
a number of manufacturing steps thereby reducing overall costs;
4. Labor costs are lower as a result of Mortile's "pellet to
part" technology;
5. Secondary operations are eliminated;
6. Mortile's products have a color-in capability so color does
not have to be added later;
7. Because of the one-step technology; there is no need for the
material to be covered;
8. Mortile's products have no moisture absorption;
9. The products have a floatation capability;
10. The products have a very low specific gravity.
(18)
Endothermic Foaming Agents
Fischer diffusion - has been appointed a European distributor to
distribute it's proprietary endothermic foaming agent. They
spent 8 months preparing and planning the launch of the product.
The highlights from the latest advices are as follows:
They have established a distribution network in over 20 European
countries with 772 representatives. They estimate the market to be
about 10,000 tons or $45 to 50 million (US) per annum.
They arranged a global sales force meeting in Amsterdam and
Mortile's Manager Technical Services presented a paper on Mortile's
product as well as conduct a training seminar.
They advise that they expect to sell 300-350 tons in the coming
year with a 3 year target of 1600 to 1800 metric tons. The pricing
is in US$4040. per ton.
MorMetal
Is a metal fill plastic material containing either stainless
steel or iron powder to provide the desired properties. One
compound with copper powder as the filler has now been in use at
Xerox, in copiers and fax machines, for 10 years. Additionally,
Mortile believes that a substantial contract, in an another
appplication, could be signed in the very near future. This
contract could be worth $4-6 million in sales a year rising to
$8 million per annum within 3 years.
Another opportunity using metal fill is with a cosmetic
manufacturer who have recently come back to ask for information
on the MorMetal. Their problem was solved 5 years ago by
subsidiary Mortile Industries but never progressed due to
reluctance for change. The MorMetal plastic is filled with
metal powder which increase the weight of units by 300%.
Thereby enabling the customer to complete with the Asian and
European suppliers by providing a superior product.
The metal fill technology has been established and proven many
times over the years. The metal fill is available in many
formulations each serving specific applications.
DEVELOPMENT STAGE OPPORTUNITIES
Orthotics
The Company sees a golden opportunity to enter the orthotics
market with its products which are superior to those in use.
The environmental friendliness of Mortile's products make them a
natural "shoe-in" to this rapidly expanding market opportunity.
This is a very large market opportunity and due to the ageing
population growing at a very rapid pace the benefit packages of
government and corporations cannot sustain the access to ever
increasing prices now in the $400 - $600 range.
(19)
People without insurance coverage are being left out and have to
down scale to the cheaper products.
Mortile believes that it could produce a middle range product
which would, due to price and performance, capture a large piece
of the market by creating an affordable non-custom made product
which would be suitable to a great deal of people.
The Mortile development team is headed by Dr. David Venturi, MD,
MA.Sc, B.Sc. Dr. Venturi, a practising physician, is very
familiar with the orthotic requirement of the marketplace and
will explain the Mortile product to insurance companies
providing medical coverage in this area outlining the benefits
and cost savings of the Mortile product. See under Exhibit
(2)a, Overview by Dr. Venturi, MD, of the Mortile potential in
orthotics.
The link up with P.W. Minor will greatly accelerate the demand
from Prime Corporation for Mortile feed stock to supply P.W.
Minor.
THE MARKET
The Company, with its lightweight foams, metal technology and
endothermic foaming agents, presents a very exciting and diverse
opportunity to enter into many areas with opportunities as a
supplier of compounded resin, licensing agreements, joint
ventures, technology transfers and in-house manufacturing
without digressing from its mission to develop, sell and
manufacture it's proprietary products at a price which rewards
the shareholders and management who believed in the philosophy
that environmentally conscience companies and products will
displace the old, worn out technology accepted as the norm years
ago.
Everyday you read in papers, trade journals, law reports and
listen to new broadcasts about law suits and class action
litigation against dispensers of environmentally unfriendly,
toxic, obsolete technology polluting the planet.
COMPETITION
Endothermic Foaming Agents - In the USA there are 10-14
endothermic suppliers at any one time. Some drop out and new
ones enter into the market. Mortile has a superior product due
to certain proprietary techniques and are very competitive. The
main competition comes from Clariant who sell color concentrates
and can offer a package, which gives them the edge. They are a
large company and offer extended credit which Mortile will not
entertain.
From the correspondence received from Europe it is obvious that
Boehringer Ingelheim is the main competition having grown from
3000 to 6000 tonnes very rapidly. They are heavy in
pharmaceuticals and will probably look for more margin than
Clariant. At this stage we do not know the European maret but
our distributors do and they remain very optimistic.
The new Group with their operations in South America, where the
market to a large degree is not as competitive as North America,
should move rapidly.
Lightweight Foams - In the commodity shoe sole product there is
competition but in the high temperature product indirect inject,
we know that we have no competition. Direct inject machines can
not mould any resins other than EVA this gives Mortile an
enormous market edge with a long R&D curve before competition is
our concern.
(20)
Mortile has enormous technology advances over the potential
competitor even if they attempt to speed their way into a
fast-track approach since there are no merger or acquisition
opportunities available.
REGULATIONS, TOXIC MATERIALS & KYOTO PROTOCOL
Mortile Industries Ltd does not make use of chemicals classified
under the Hazardess Materials Act nor does it manufacture
weapons, armaments, explosives or products which emit toxic
fumes under combustion. The Company's proprietary formulations
are non-toxic and in all cases fall under the category G.R.A.S.
(generally regarded as safe). In-house formulations emit no
toxic fumes and smoke while being manufactured nor do they emit
toxic emissions under combustion. Mortile's formulations
contain no vinyl or urethanes, but can be substituted for these
materials. Both vinyl and urethane are being phased out in
Europe and are under extreme environmental pressure in North
America. These material emit toxic fumes during manufacture and
may no longer be incinerated or added to the waste stream.
RISK & OPPORTUNITY
The rising oil prices are pushing up the costs of resin and
foaming is a way to reduce weight and save on resin.
We do not see any risk other than apathy and reluctance to
change slowing our penetration of the market at the rate we
would like to achieve our growth potential. We have three major
technologies based on our compounding knowledge and skills each
of these products has many different applications in the market
place. We do not rely on a single application to obtain
sufficient market share to provide profits and cash surpluses to
pay down debt.
Our biggest risk therefore lies in our ability to be confident
that our financial house is in order and that we do not have to
direct large amounts of executive time to constantly search for
financing to grow the business. We are fully aware of the cost
of lost opportunities when we constantly cut back on the R&D
pre-production advancement due to lack of capital. It is never
appreciated by potential funders that a delay in placing an
order for a mould can delay a project 4-6 months.
With R&D on it's current technologies complete it is now
essential that raising financing to sustain marketing and
manufacture of its products.
TVI therefore, enters its next fiscal year [2005] with
confidence that financing can be achieved, that the
technological advantage obtained over the past years will enable
it to obtain a significant market share for its products; at
satisfactory selling prices. Enabling growth and the ability to
meet the anticipated demand for its products, although there can
be no assurance of this.
(21)
Forward Looking Statements:
This Form 10-KSB contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The Company's actual results
could differ materially from those set forth in the forward looking
statements.
Item 7. Financial Statements and Supplementary Data
Due to cash flow circumstances the company has been unable to initiate
annual audit procedures and preparation of audited financial statements.
However, this matter will be resolved shortly and upon completion of the
audit and resultant audited financial statements an amended Annual 10 KSB
Report will be filed for fiscal years 2003 and 2004. For the purposes of
this initial filing an unaudited balance sheet and statement of operations
is included for the readers information. The format and values represented
are as compiled for presentation to the auditors for their review and report.
Where comparative values are stated for fiscal 2002 the amounts have been
previously audited and reported in the company's annual report 10 KSB
of June 30, 2002.
Subsequently the Company has not changed any procedures and controls during
the periods that audits have not yet been performed.
Item 8. Changes in and Disagreements on Accounting and
Financial Disclosures
None, at the date of this report.
(22)
-PART III-
Item 9. Directors and Executive Officers of the Registrant
The directors and officers at June 30, 2004 are as follows:
Name Age Position with Company
Frank Mortimer 65 Director, President
Bryan Carter 83 Director,
Vice President
Larry Leverton 65 Director,
Secretary Treasurer
Frank Mortimer has been President and a Director of since April 1986. He is
also President of Fam Tile Restoration Services Ltd. ("FAM"), a company
specializing in the restoration of acoustical ceilings. Fam is a wholly owned
subsidiary of. From 1967 to 1982 Mr. Mortimer managed several export
companies in South Africa. Mr. Mortimer is an associate member of the
Institute of Materials Handling (London UK).
Bryan Carter has been a director of since April 1986. In 1982 he formed
Bryan Carter and Associates, a firm which offers international consulting and
marketing services to the plastics industry and small business. From 1954 to
1962 he was in charge of the North American base of Rosedale Assoc.
Manufacturers of London (UK.) in Toronto, Canada. From 1962 to 1982 he was
President and part owner of Rosedale Plastics, a rotational moulding company.
Mr. Carter has extensive international business experience including work in
Lebanon, Haiti and Australia, on behalf of various organizations. Mr. Carter
pioneered the rotational moulding industry in North America and in 1982 served
as the International President of Rotational Moulders.
Larry Leverton has been Secretary and Treasurer of since April 1986. Since
1983 he has been president of L.R. Leverton Enterprises' Inc., a transportation
consulting firm. In 1982 he was vice-president of Newman Harbour Terminals and
Transportation.
Item 10 Executive Compensation
Frank Mortimer, the Company's Principal Executive Officer,
received salary of $81,884, $73,572, $70,125 for the years
ended June 30, 2004, 2003 and 2002, respectively. These amounts
constituted Mr. Mortimer's sole compensations from. Amounts
presented are expressed in US dollars and have been converted
from Canadian dollars using the average exchange rate for the
periods presented. No executive officer of received a total
salary and bonus in excess of $100,000 during any of the three
year periods ended June 30, 2004.
(23)
Item 11 Security Ownership of Certain Beneficial Owners and Management
The following table indicates the name of each person who is
known by to be a beneficial owner of more than five-percent of
its common stock as of June 30, 2004, the ownership of
those persons on such date, and the stock ownership of all
officers and directors as a group. The address of all persons
listed is in care of Technical Ventures Inc. .
Number of Shares
Name of Beneficially Percent of
Beneficial Owner Owned (1) Common Stock
Frank Mortimer 1,918,753 (2) 4.5 %
Larry Leverton 941,448 (3) 2.2 %
Bryan Carter 415,000 (4) 1.0 %
G. Howland 2,830,000 6.7 %
All Officers & Directors
As A Group 3,275,201 (5) 7.8 %
(1) Unless otherwise indicated, each such beneficial owner
holds the sole voting power and investment power over the
shares beneficially owned.
(2) Includes 234,020 shares owned by Mr. Mortimers wife, Anne Mortimer
(3) Includes 591,448 shares owned by L.R. Leverton Entprs.' Inc.,
a corporation owned and controlled by Larry Leverton,
Secretary, Treasurer and Director of the Registrant.
(4) Includes 115,000 shares owned by Mr. Carter's wife, Marlene Dobson.
(5) Excludes the effects on total outstanding shares which would result
from exercise of stock purchase options and conversion of debt.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the executive officers and directors of and persons who own
more than ten percent of the Company's Common Stock, to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission. Such executive officers,
directors and greater than ten-percent stockholders are required
by SEC regulations to furnish the company with copies of all
Section 16(a) filings.
Based solely on review of the copies of such forms furnished and
other information which has been made available, management
believes that during the year ended June 30, 2003. all Section
16(a) filing requirements applicable to the executive officers
and directors and greater than ten-percent beneficial owners
were complied with.
(24)
Item 12. Certain Relationships and Related Transactions
None
Item 13. Exhibits, Financial Statements, and Reports on Form 8-K
(A) (1) Financial Statements:
See index to unaudited financial information on Page F-1
(3) Exhibits:
(a) Exhibit 21 Subsidiaries of the Registrant are as follows:
Mortile Industries Ltd., a Canadian Private Corporation and
wholly-owned subsidiary of the Registrant
Fam Tile Restoration Services Ltd., a Canadian Private
Corporation and wholly-owned subsidiary of Mortile Industries
Ltd.
MPI Perlite Ltd., a Canadian Private Corporation and
wholly-owned subsidiary of Mortile Industries Ltd.
(B) Item -5- Reports on Form 8K
None
(25)
Item 14. Principal Accountant Fees and Services
(1) Audit Fees
For fiscal year 2002, fees billed by principal accountant,
$26,616CA in aggregate;
For fiscal year 2003, fees billed by principal accountant,
none.
(2) Audit Related Fees
None
(3) Tax Fees
None
(4) All Other Fees
None
(5) None
(6) None
(26)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TECHNICAL VENTURES INC.
Dated: October 29, 2004 By:/S/Frank Mortimer
Frank Mortimer, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: November 2, 2004 By:/S/Frank Mortimer
Frank Mortimer, President,
Principal Executive Officer and
Director
Dated: November 2, 2004 By:/S/Bryan Carter
Bryan Carter, Vice President
Director
Dated: November 2, 2004 By:/S/Larry Leverton
Larry Leverton, Secretary
Treasurer and Principal
Accounting Officer and Director
(27)
TECHNICAL VENTURES INC.
UNAUDITED FIANCIAL INFORMATION
AT JUNE 30, 2004 AND 2003
TECHNICAL VENTURES INC.
UNAUDITED FIANCIAL INFORMATION
TABLE OF CONTENTS
Consolidated Balance Sheets at June 30, 2004 and 2003 F - 2
Consolidated Statements of Earnings for each
of the years ended June 30, 2004, 2003 and 2002 F - 3
F - 1
TECHNICAL VENTURES INC.
Consolidated Balance Sheets
As of June 30
(Amounts expressed in U.S. Dollars)
TECHNICAL VENTURES INC.
Consolidated Balance Sheets
As of June 30
(Amounts expressed in U.S. Dollars)
2004 2003
[UNAUDITED] [UNAUDITED]
$ $
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued expenses(note 6,2002) 777,988 681,186
Current portion of notes payable(note 7,2002) 133,419 90,000
Capital lease obligations (note 8,2002) 84,763 83,904
Loans from private lenders (note 9,2002) 247,377 67,211
Current portion of loans from stockholders,
unsecured, interest free (note 10,2002) 92,560 149,374
1,336,107 1,071,675
LONG-TERM DEBT, net of current portion
Convertible debentures (note 13 (g),2002) 130,592 41,969
Notes payable (note 2,2002) - -
Loans from stockholders (note 10,2002) 142,404 191,124
Other (note 11,2002) - 29,259
STOCKHOLDERS' DEFICIENCY
CAPITAL STOCK (note 13,2002) 421,776 412,361
ADDITIONAL PAID IN CAPITAL (note 13,2002) 6,559,749 6,504,456
ACCUMULATED OTHER COMPREHENSIVE
INCOME (note 14,2002) 280,915 289,767
DEFICIT (8,395,208) (8,010,833)
STOCKHOLDERS DEFICIENCY (1,132,768) (804,249)
476,335 529,778
F - 2
TECHNICAL VENTURES INC.
Consolidated Statements of Earnings
For the years ended June 30
(Amounts expressed in U.S. Dollars)
UNAUDITED UNAUDITED AUDITED
2004 2003 2002
$ $ $
NET SALES 794,634 850,235 1,145,086
COST OF SALES 833,230 844,986 865,105
GROSS MARGIN (38,596) 5,249 279,981
EXPENSES
Administration 190,701 257,830 199,500
Interest and other 132,678 790,440 120,206
Research and development 114,512 119,143 69,894
Selling 81,001 100,197 106,812
Contingent related legal expenses 3,722 39,660 -
522,614 607,270 496,412
LOSS FROM OPERATIONS (561,210) (602,022) (216,431)
Recovery of contingent expenses 176,385 - 10,372
LOSS BEFORE INCOME TAX RECOVERY (384,375) (602,022) (206,059)
Income tax recovery - 9,109 157,330
LOSS BEFORE EXTRAORDINARY ITEM (384,375) (592,913) (48,729)
Gain from extinguishment of debt,
loss applicable income taxes of
$135,000 (note 7(i),2002) - - 187,824
NET EARNINGS (LOSS) (384,375) (592,913) 139,095
BASIC LOSS BEFORE EXTRAORDINARY
ITEM PER COMMON SHARE 0.00 (0.02) 0.00
BASIC EARNINGS (LOSS) PER COMM 0.00 (0.02) 0.00
FULLY DILUTED EARNINGS (LOSS) PER
COMMON SHARE 0.00 (0.02) 0.00
F - 3
Ex-31.1 CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT
EXHIBIT 31.1
CERTIFICATIONS
I Frank J. Mortimer, certify that:
1. I have reviewed this annual report on Form 10 KSB of Technical
Ventures Inc. .
2. Based on my knowledge, this annual 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 annual report; and
3. Based on my knowledge, the financial statements,and other financial
information included in this annual 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 annual 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
consoliated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
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 annual report (the "Evaluation Date"); and
c) presented in this annual 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 been 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
annual 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: November 2, 2004
By: /S/Frank J. Mortimer
Frank J. Mortimer, President
& Chief Executive Officer
EX-31.2 CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT
EXHIBIT 31.2
CERTIFICATIONS
I Larry Leverton, certify that:
1. I have reviewed this annual report on Form 10 KSB of Technical
Ventures Inc. .
2. Based on my knowledge, this annual 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 annual report; and
3. Based on my knowledge, the financial statements,and other financial
information included in this annual 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 annual 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
consoliated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
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 annual report (the "Evaluation Date"); and
c)presented in this annual 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 been 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
annual 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: November 2, 2004
By: /S/Larry Leverton
Larry Leverton, Secretary
Treasurer and Chief Fiancial
Officer
EX-32 CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection witht the Annual Report of Technical Ventures Inc., a
New York State corporation (the "Company"), on Form 10-KSB for the year
ending June 30, 2004, as filed with the Securities and Exchange Commission
(the "Report"), Frank Mortimer, President and Chief Executive Officer of
the Company and Larry Leverton, Secretary/Treasurer and Chief Financial
Officer of the Company, respectively, do each hereby certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.- 1350), that to his
knowledge:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d)of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
BY: /s/Frank Mortimer
Frank Mortimer, President and
Chief Executive Officer
BY: /s/Larry Leverton
Larry Leverton, Secretary & Treasuer
and Chief Financial Officer
November 2, 2004
[A signed original of this written statement required by Section 906 has been
provided to Technical Ventures Inc. and will be retained by Technical
Ventures Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.]
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