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| DKIN.PK > SEC Filings for DKIN.PK > Form 10-Q on 13-Feb-2009 | All Recent SEC Filings |
13-Feb-2009
Quarterly Report
The Company (referred to in this report as Drucker, Inc.) has presented its quarterly financial statements which should be read in conjunction with its financial statements and related notes in its 10KSB annual report for December 31, 2005.
On June 15, 2003 the Company entered into an Acquisition Agreement to acquire 100% of the issued and outstanding shares of Beijing Beike-Masic Automation Engineering Company Limited ("BK"), a Chinese company specializing in industrial automation, in exchange for 93,020,800 shares of common stock of the Company, calculated on a pre-consolidation basis. The Agreement provided for a one for three reverse split of all the outstanding shares of Drucker to be approved by shareholders. Pursuant to the Agreement, the Company issued 17,500,000 common shares pre-consolidation. Shareholders' did not approve the required reverse split and the agreement did not complete. Subsequently the Company cancelled the 17,500,000 common shares previously issued.
During the period of the agreement directors of the Company expended $2,023,986 pursuant to negotiations thereto. The negotiations were unsuccessful and upon review of the expenditures by current management it became evident that proper corporate governance and financial controls had not been followed by prior management with respect to the expenditures; therefore the Company demanded the $2,023,986 be returned to the Company. The debt was recovered during 2007.
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED MARCH 31, 2006 VERSUS MARCH 31, 2005
The Company had no operations during the three-month period ended March 31, 2006 or 2005. The Company's primary source of income was derived during 2005 from the sale of 14,700 shares of marketable securities held by the Company of Tanganyika Oil Company Ltd. for a gain of $106,336 (2006: $nil).
Selling, general and administrative expenses for the three months ended March 31, 2006 primarily represented accounting and audit fees incurred in connection with adhering to the Company's SEC reporting requirements, and consulting, legal and professional fees incurred in connection with the BK acquisition. In the same period in 2005, the Company's selling, general and administrative requirements primarily represented accounting and audit fees incurred in connection with adhering to the Company's SEC reporting requirements. No future commitments exist for the consulting and legal fees, however the Company may need to incur additional fees of this type in its ongoing efforts to collect its debts and reorganize its business.
The Company believes it has sufficient cash and other resources to satisfy its cash requirements for the next twelve months based on the Company's current business situation. This could change, however, if any other business venture were to be embarked upon, which could require the use of the Company's available cash at a much faster rate.
LIQUIDITY
The Company may use all of its liquidity in the attempt to acquire or develop a business. The Company is unable to carry out any plan of business without adequate funding. The Company cannot predict to what extent its current liquidity and capital resources will impair the consummation of a business combination or whether it will incur further operating losses through any business entity, which the Company may eventually acquire. There is no assurance that the Company can continue as a going concern without more and substantial funding in any business, for which funding there is no committed source. The Company's primary capital resources at March 31, 2006 are cash in the bank of $4,555 and an amount due from a related party of $103,504.
Because the Company does not currently derive income from any business activity, the Company is dependent on its cash reserves for its short term needs. The Company had current assets of $4,555 at March 31, 2006 ($135,184 at March 31, 2005) and had current liabilities of $22,594 ($22,594 at March 31, 2005). These amounts are estimated to be sufficient for continued operations for at least the next twelve months. This could change, however, if any other business venture were to be embarked upon, and the available cash could be depleted much more rapidly. The Company has no long-term debt.
The Company also has an amount due from a related party of $103,504. The Company has demanded repayment of the balance due from the related party and is in the course of negotiation on the terms of repayment by installments.
The Company has no plans for significant research and development or capital expenditures during the next twelve months, nor does it expect to hire any significant employees, subject to its completion of a merger opportunity.
MARKET RISK
Except for holding from time to time marketable securities held for sale, the Company does not hold any derivatives or other investments that are subject to market risk. The carrying values of any financial instruments approximate fair value as of those dates because of the relatively short-term maturity of these instruments, which eliminates any potential market risk associated with such instruments.
NEED FOR ADDITIONAL FINANCING
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover expenses as they may be incurred.
In the event the Company's cash and other assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements of historical fact, this Form 10-QSB contains forward-looking statements. The presentation of future aspects of Drucker, Inc. ("Drucker," the "Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause Drucker's actual results to be materially different from any future results expressed or implied by Drucker in those statements. Important facts that could prevent Drucker from achieving any stated goals include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services should it enter business, the Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB filed by the Company for 2005 and any Current Reports on Form 8-K filed by the Company.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
Management believes the summary data presented herein is a fair presentation of the Company's results of operations for the periods presented.
Due to the Company's change in primary business focus and new business opportunities these results may not necessarily be indicative of results to be expected for any future period. As such, future results of the Company may, in the future, differ significantly from previous periods.
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