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NCII.OB > SEC Filings for NCII.OB > Form 10KSB on 12-Aug-2008All Recent SEC Filings

Show all filings for NATCO INTERNATIONAL INC. | Request a Trial to NEW EDGAR Online Pro

Form 10KSB for NATCO INTERNATIONAL INC.


12-Aug-2008

Annual Report


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BACKGROUND AND OVERVIEW

The following summary should be read in conjunction with the financial statements and accompanying notes to them included elsewhere in this report.

We have been in existence as a company (including our predecessor British Columbia Corporation) since 1990. However, we began to concentrate on our Chemical Manufacturing business activities in 1997; prior to that time we had few shareholders and were primarily dormant. We never made a profit on Chemical Manufacturing operations.

As of March 31, 2008, we had incurred a deficit of $(1,901,168) and $(1,765,523)as of March 31, 2007, which has continued to increase This deficit includes losses incurred by our predecessor over the several years of our development. Most of our losses have been recent and incurred in the development of our chemical product lines. As an example, our deficit as of October 31, 1998 was approximately $(130,000). We had sales in both the jewelry cleaner and tire sealants product lines since 1998 to 2005, but sales did not contribute a significant amount to offset expense. In the 12 months ended Mar 31, 2008 compared to the 12 months ended Mar 31, 2007, we had net loss of $(135,645) and $(234,572) respectively. Consequently, we discontinued all manufacturing activities and signed a reverse merger agreement with photo Violation Technologies Corp (PVT) of Vancouver, British Columbia, Canada

The merger agreement with PVT fell through and we have signed a binding definitive agreement with Lassen Energy, Inc. of California to do a reverse merger by way of share exchange.

RESULTS OF OPERATIONS

Twelve month period ended March 31, 2008

The company has no business at this time and the assets consist of Loan to PVT in the amount of $1,485,000 and the share exchange agreement with Lassen Energy and stored equipment and inventory from previous business.

Consequently we had no sales in the fiscal year ended March 31, 2008. Therefore, it is not meaningful to compare our results of operations to our prior year since our prior year's operations have been discontinued.

The company cancelled all issued and outstanding Options owned by its four directors. The Agreement with PVT stipulated that all Options be either cancelled or exercised. All directors chose to cancel their Options. No new options have been issued.

LIQUIDITY AND CAPITAL RESOURCES

Natco has financed its operations through equity investment from investors, shareholder loans, and credit facilities from Canadian chartered banks and increases in payables and share subscriptions. Most of the financing has been debt financing from related and un-related parties.

As of March 31, 2008, the company has a debit of $1,420,503. Most of the debit is to parties related to current management of Natco. By the time the merger between Lassen and Natco is completed, the current management will pay out all debits to non-related parties. As a result all debits will be owed to current management group. The amount of debit will be roughly same as the money owed to Natco by PVT. If Natco is successful in recovering this money from PVT, the debits will be paid out but if unsuccessful all debits will be written off. Current management will indemnify the post merger company and its management. Post merger company will raise 10 to 20 million dollars to execute their business plan. Non of this money will be used to retire current debit.

Our estimated fixed costs at this time are approximately $5400 per month, not including the legal expense of law suit against PVT, but does includes $900 for lease payments, $500 for utilities, $3,000 for loan interest and principle payments, and $1,000 for miscellaneous expenses. We will have to raise approximately $5400 per month until additional funding is in place. The Legal court action will be financed separately as the money is needed. The principles of the company are committed to financing the legal action.

We are currently suing PVT for the money it owes us ($1,485,000) plus Interest and damages. If this money is paid back we will not need any financing. All debits could be paid and we will have enough working capital to sustain us for the next 12 months.

If we are unable to finance the company by debt or equity financing, or combination of the two, we will have to look for other sources of funding to meet our requirements. That source has not been identified as yet but most likely will be debt financing using the management's trading shares as collateral. However there is no guarantee that we will be successful in raising any additional capital.

Our financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Operations to date have been primarily financed by long-term debt and equity transactions as well as increases in payables and related party loans. Our future operations are dependent upon the identification and successful completion of additional long- term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurance that we will be successful. If we are not, we will be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements. Our auditors' report on the March 31, 2007 financial statements includes an explanatory paragraph that states that as we have suffered recurring losses from operations, substantial doubt exists about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

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