United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
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Current Report
Pursuant to Section 3 OR 15(d) of the Securities Exchange Act of 1934
April 15, 2003
Date of Report (Date of earliest event reported)________________________________
Bridge Technology, Inc.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation Nevada
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Commission File No. 000-24767
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IRS Employer Identification No. 59-3065437
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12601 Monarch Street, Garden Grove, California 92841
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
714.891.6508
Registrants telephone number, including area code___________________________
_____________________________________________________________________________
(Former name of former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2 Acquisition or Disposition of Assets
The Company had previously entered into a Letter of Intent to sell its power
supply manufacturing facility in Ningbo, China (Bridge Technology, Co., Ltd.,
Ningbo, China) to Wantec Power Systems, Co., Ltd. of Taiwan, Republic of
China. This Letter of Intent has been cancelled for non performance by the
buyer.
Due to this cancellation and the inability to consummate a sale of the power
supply business to any third party, the Company must comply with the unanimous
decision a Board of Directors to dispose of this business.
In discontinuing its power supply business, the Company expects to be writing
down approximately $2,000,000.
The Autec/Ningbo power supply/manufacturing operations contributed 3.5% to the
Companys revenues for the fiscal year ended 12/31/02 and 81.3% to the
Companys losses.
Item 5 Other Events and Regulation FD Disclosure
The Company is experiencing work stoppage and serious delays due to the present
epidemic of SARS in Hong Kong and China. The effect on the financial results
for the Companys subsidiary in the current quarter is difficult to ascertain.
The Company had forecast to do $100,000,000 in revenues for CMS Technology up
from $80,000,000 for this past year. While we are hopeful that the SARS
epidemic will be soon under control, the Company could easily see its 25%
planned growth in China for 2003 disappear very quickly. Hopefully, the
epidemic will subside quickly and the Company will resume its normal
operations.
The annual audit of the Companys CMS Technology and the Bridge Technology,
Co., Ltd., Ningbo, China subsidiaries are also delayed indefinitely by this
SARS epidemic.
Item 7 Financial Statements and Exhibits
The preliminary financial results for the Company, unaudited, follows:
ADJUSTED Twelve Months Twelve Months
Ended Ended
12/31/02 % 12/31/01 % Changes %
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Sales 102,976,908 100.00% 142,020,299 100.00%(39,043,391)-27.49%
Cost of goods 97,626,363 94.80% 134,702,750 94.85% (37,076,387)-27.52%
sold
Gross Profit 5,350,545 5.20% 7,317,549 5.15% (1,967,004) -26.88%
Research & 599,185 0.58% 1,184,687 0.83% (585,502) -49.42%
Development
Selling and 7,058,803 6.85% 8,924,512 6.28% (1,865,709) -20.91%
generaland admin.
Expenses
Income (loss) (2,307,443) -2.24% (2,791,650) -1.97% 484,207 -17.34%
from operations
Other Income & Expenses
Interest Expenses (699,471) -0.68% (738,183) -0.52% 38,712 -5.24%
Gain on Disposal 536,427 0.52% 879,035 0.62% (342,608)
of Investment
Other 171,467 0.17% 54,274 0.04% 117,193 215.93%
Gross Income (2,299,020) -2.23% (2,596,524) -1.83% 297,504 -11.46%
before Tax
Income Tax 188,861 0.18% (208,126) -0.15% 396,987 -190.74%
Provision Taxes
Net Income after (2,487,881) -2.42% (2,388,398) -1.68% (99,483) 4.17%
Taxes
Net income (loss) 99,917 0.10% 154,026 0.11% (54,109) -35.13%
allocated to
minority interest
Net income (loss) (2,587,798) -2.51% (2,542,424) -1.79% (45,374) 1.78%
allocated to
common share
ADJUSTED Three Months Ended Three Months Ended
12/31/02 % 12/31/01 % Changes %
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Sales 20,659,781 100.00% 32,341,922 100.00% (11,682,141)-36.12%
Cost of goods 19,657,408 95.15% 31,767,768 98.22% (12,110,360)-38.12%
sold
Gross Profit 1,002,373 4.85% 574,154 1.78% 428,219 74.58%
Research & 97,155 0.47% 248,304 0.77% (151,149) -60.87%
Development
Selling and 1,710,482 8.28% 2,222,768 6.87% (512,286) -23.05%
general and
admin.Expense
Income (loss) (805,264) -3.90% (1,896,918) -5.87% 1,091,654 -57.55%
from operations
Other Income & Expenses
Interest Expenses(23,519) -0.11% (149,900) -0.46% 126,381 -84.31%
Gain on Disposal 0 0.00% 879,035 2.72% (879,035)
of Investment
Other (6,981) -0.03% (56,717) -0.18% 49,736 -87.69%
Gross Income (835,764) -4.05% (1,224,500) -3.79% 388,736 -31.75%
before Taxes
Income Tax 49,808 0.24% (464,972) -1.44% 514,780 -110.71%
Provision
Net Income (885,572) -4.29% (759,528) -2.35% (126,044) 16.60%
after Taxes
Net income (loss)26,005 0.13% 16,156 0.05% 9,849 60.96%
allocated to
minority interest
Net income (loss)(911,577) -4.41% (775,684) -2.40% (135,893) 17.52%
allocated to
common share
NOTE:
This schedule is necessary for presentation and MD&A purposes.
Item 9 Regulation FD Disclosure
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The Company has been sustaining substantial losses in its power supply
manufacturing business since April, 2000. The Companys Board of Directors
unanimously voted in April 2001 to curtail its losses, by disposing of these
loss operations or discontinue these operations.
In good faith, the Company has been negotiating with its Chairman, Winston Gu,
who represents directly or indirectly, Wantec Power Systems, Co., Ltd. to buy
the following companies: Autec Power Systems, Inc. and Bridge Technology, Co.,
Ltd., Ningbo, China, directly from the Company. These negotiations with
Chairman Winston Gu were logical because he and his family manage these
subsidiaries for, and on behalf of, Bridge Technology, Inc. along with
non-Bridge owned private companies including Wantec Power Systems, Co., Ltd.
The parties have come to an understanding with Bridge Technology, Inc.
that the fair purchase must be validated by an independent authority such as
American Appraisal Company, no signed agreement with Wantec Power Systems,
Co., Ltd. was consummated.
The Company has also been in discussions with third parties to acquire or
invest in the power supply manufacturing business with no positive results to
date.
Accordingly, the Directors have insisted that these losing operations be
sold or discontinued immediately in compliance with the Board of Directors
past directives given to Winston Gu, Chairman.
Liquidity
The Company continues to require outside financing which to date is unavailable
until the Company eliminates its loss operations in the power supply
manufacturing business and settles the outstanding litigation against the
Company, which has been disclosed in prior Commission filings.
Filing of Audited Financial Statement
The Company had filed Form 12b-25 for an extension to file its 10K for the
period ending December 31, 2002 no later than today, April 15, 2003. The
Company is unable to meet this deadline until the auditors can complete their
work in Hong Kong and Ningbo, China.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bridge Technology, Inc.
__________________________
(Registrant)
Date 4-15-2003 /S/ James Djen, President, CEO and Director
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(Signature)