10QSB/A 1 q10a0009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2000 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: American IR Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 88-0440536 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 3110 S. Valley View Blvd, Suite 89102 201 Las Vegas, NV (Zip Code) (Address of principal executive offices) (702) 368-4571 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,135,267 /1/ AMERICAN IR TECHNOLOGIES, INC. (A Development Stage Company) Table of Contents Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Independent Auditors' Report 4 Balance Sheet September 30, 2000 and December 31, 1999 (Unaudited) 5 Income Statement for the Three and Nine Months Ended 6 September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 (unaudited) Statement of Operations and Cash Flows for the Three and Nine 7 Months Ended September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 (unaudited) Notes to Financial Statements 8 Item 2. Management's Discussion and Plan of Operation 10 PART II - OTHER INFORMATION Item 6. Exhibits 11 SIGNATURES 12 /2/ American IR Technologies, Inc. (a Development Stage Company) Balance Sheets as of September 30, 2000 and December 31, 1999 and Income Statement for the Three and Nine Months Ending September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 and Statements of Operations and Cash Flows for the Three and Nine Months Ending September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 /3/ G. BRAD BECKSTEAD Certified Public Accountant 330 E. Warm Springs Las Vegas, NV 89119 702.528.1984 425.928.2877 (efax) INDEPENDENT ACCOUNTANT'S REVIEW REPORT Board of Directors American IR Technologies, Inc. (a Development Stage Company) Las Vegas, NV I have reviewed the accompanying balance sheets of American IR Technologies, Inc. (a Nevada corporation) (a development stage company) as of September 30, 2000 and the related statements of operations and cash flows for the three and nine months ending September 30, 2000 and 1999, and for the period October 29, 1999 (Inception) to September 30, 2000. These financial statements are the responsibility of the Company's management. I conducted my reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my reviews, I am not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has had limited operations and has not commenced planned principal operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. I have previously audited, in accordance with generally accepted auditing standards, the balance sheet of American IR Technologies, Inc. (a development stage company) as of December 31, 1999, and the related statements of operations, stockholders' equity, and cash flows for the period October 29, 1999 (Inception) to December 31, 1999 (not presented herein) and in my report dated March 31, 2000, I expressed an unqualified opinion on those financial statements. /s/ G. Brad Beckstead, CPA May 16, 2001 /4/ PART I - FINANCIAL INFORMATION Item 1. Unaudited Financial Statements American IR Technologies, Inc. (A Development Stage Company) Balance Sheet (Unaudited) September December 30,2000 31, 1999 Current assets Cash and equivalents $ 638 $ 8,375 Trade receivables 12,036 - Related party receivables 12,022 - ------- ------ $ 24,695 $ 8,375 ========= ======== Liabilities and Stockholders' Equity Current liabilities Accounts payable 1,795 295 1,795 295 Common stock, $0.001 par value, 20,000,000 shares authorized; 7,135,267 and6,000,000 shares issued and outstanding at 9/30/00 and 12/31/99, respectively 7,135 6,000 Preferred stock, $0.001 par value, 5,000,000 shares authorized; no sharesissued and outstanding at 9/30/00 and 12/31/99, respectively - - Additional paid-in capital 208,100 17,000 Retained earnings (192,335) (14,920) 22,900 8,080 $ 24,695 $ 8,375 ========= ======== The accompanying Notes are an integral part of these financial statements /5/ American IR Technologies, Inc. (A Development Stage Company) Income Statement (unaudited) October 29, Three months ended Nine months ended 1999 --------------------------------------- (incept ion) to September 30, 2000 September September September September 30, 30, 30, 30, 2000 1999 2000 1999 -------- -------- -------- -------- ------ Revenue $ 12,036 $ - $12,036 $ - $ 12,036 Cost of goods 4,818 - 4,818 - 4,818 sold Gross profit 7,218 - 7,218 - 7,218 Expenses: Selling and 41,287 - 41,287 - 41,287 marketing General and 127,262 - 136,465 - 158,266 administrative Total operating 168,549 - 177,752 - 199,553 expenses Net loss $(161,331) $ - $(177,415) $ - $(192,335) Weighted average number of common 6,206,412 - 6,206,412 - 6,206,412 shares outstanding Loss per share $ (.03) $ - $ (.03) $ - $ (.03) The accompanying Notes are an integral part of these financial statements /6/ American IR Technologies, Inc. (A Development Stage Company) Statement of Cash Flows (unaudited) October 29, Three months ended Nine months ended 1999 ----------------------------------------- (incept ion) to Septemb er 30, 2000 September September September September 30, 30, 30, 30, 2000 1999 2000 1999 -------- -------- -------- ------- ------- Cash flows from operating activities Net loss $ $ - $ $ - $ (161,331) (177,415) (192,335) Stock issued for 128,834 - 128,834 - 128,834 services Increase in (12,036) - (12,036) - (12,036) trade receivables (Increase) in receivables- (12,022) - (12,022) - (12,022) related parties Increase in 1,500 - 1,500 - 1,795 accounts payable -------------------------------------------------- Net cash used by operating (55,055) - (71,137) - (85,762) activities -------------------------------------------------- Cash flows from investing activities Net cash from investing - - - - - activities Cash flows from financing activities Issuance of 317 - 317 - 6,317 common stock Additional paid- 63,080 - 63,080 - 80,080 in capital ------------------------------------------------- Net cash provided by 63,400 - 63,400 - 86,400 financing activities Beginning cash (7,707) - 8,375 - - -------------------------------------------------- Ending cash $ 638 $ - $ 638 $ - $ 638 ======= ====== ======= ====== ======== Non-cash transactions Interest expense - - - - - Income taxes - - - - - Stock issued for services: Issuance of $ 818 - $ 818 - $ 818 common stock Additional $ - $ - $ paid-in capital 128,017 128,017 128,017 Number of 129 - 129 - 129 shares issued The accompanying Notes are an integral part of these financial statements /7/ American IR Technologies, Inc. (A Development Stage Company) Footnotes Note 1 - History and organization of the company The Company was organized October 29, 1999 (Date of Inception) under the laws of the State of Nevada, as American IR Technologies, Inc. The Company has no significant operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. Note 2 - Accounting policies and procedures Accounting method The Company reports income and expenses on the accrual method. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There are no cash equivalents as of September 30, 2000. Reporting on the costs of start-up activities Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities," which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5, there has been little or no effect on the Company's financial statements. Loss per share Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. As of September 30, 2000, the Company had no dilutive common stock equivalents, such as stock options or warrants. Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. Year end The Company has adopted December 31 as its fiscal year end. /8/ American IR Technologies, Inc. (A Development Stage Company) Footnotes Note 3 - Income taxes Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. There is no provision for income taxes for the period ended September 30, 2000 due to the net loss and no state income tax in Nevada, the state of the Company's domicile and operations. Note 4 - Stockholder's equity On November 1, 1999, the Company issued 6,000,000 shares of its $0.001 par value common stock to its directors for cash in the amount of $7,000. Of the total, $6,000 is considered cash for common stock, and $1,000 is considered additional paid-in capital. On November 3, 1999, the Company's directors issued $200 cash for organization costs. The $200 is considered additional paid-in capital. On November 9, 1999, the Company's directors issued $800 cash for organization costs. The $800 is considered additional paid-in capital. On December 20, 1999, $15,000 was received into the Company and is considered additional paid-in capital. On July 31, 2000, the Company closed its Securities and Exchange Commission Rule 504 offering of its $0.001 par value common stock and issued 961,175 shares at $.20 per share for a total offering amount of $192,235, of which $63,400 represents cash received and $128,835 represents services received. Of the total amount, $1,135 represents common stock, and $191,100 represents additional paid-in capital. There have been no other issuances of common or preferred stock. Note 5 - Going concern The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Note 6 - Related party transactions American Infrared Technologies, Inc., a Canadian company wholly- owned by the Company's officers and directors has donated capital for organizational and administrative costs. Such donated capital has been treated as additional paid-in capital by the Company and is not expected to be repaid. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. Note 7 - Warrants and options There are no warrants or options outstanding to acquire any additional shares of common stock. /9/ Item 2. Management's Discussion and Plan of Operation Forward Looking Statements Some of the statements contained in this Form 10-QSB that are not historical facts are "forward-looking statements". They can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. These forward- looking statements reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. General American IR Technologies Inc. ("American IR" or the "Company") is a growth stage Company. Our principal business objective is to design, manufacture and market consumer electronic products that target the home health and safety, and the quality of life and leisure markets. Initially, American IR has developed and introduced to the market a portable, dedicated-beam, Infra Red sensor security/monitoring system (Safety Beam). The American IR "signature" beam technology can function at a distance of up to 75 feet and under varying light exposures, and our products have been designed to achieve optimum performance under battery power allowing for complete, wireless portability. The mission of American IR is to offer the most innovative technology, with the widest appeal, while driving for the most efficient costing. The core team at American IR brings significant industry and related experience to the Company. Among the management and executives there is approximately 75 years experience in the development, marketing and administration of consumer products distribution. Results of Operations The Company generated revenues of $12,036 in the third quarter. Although the Company has a limited operating history, activities to date have been primarily designed to further our principal business objective as stated above. From July through September of calendar year 2000, American IR focused solely on design and development activities leading up to the launch of the product line and had not engaged in any major sales efforts. The Company has, however, engaged sales representation in all major U.S. territories, Europe and Asia. As of September 30, 2000, the Company has developed a business plan, recruited and retained a management team and raised capital via an offering made July 31, 2000 in reliance upon an exemption from the registration provisions of the Securities Act of 1933, as amended, in accordance with Regulation D, Rule 504. On August 13, 2000 the Company presented its premier product line at the Annual International Hardware Show held in Chicago, IL. Our Company received positive attention from several media personalities representing both regional and nationally broadcast programs. Additionally, we initiated relations with a major North American Public Relations firm that has successfully represented many major brands in our product categories. Relations were also initiated with several Orient manufacturers for the purposes of creating additional production capacity, timely supply, and potentially improving product costing. Future Business We believe consumers are looking to increase their comfort level and find products that can assist them in their day-to-day life. Our goal over the next quarter and for the next year is to establish and build the American IR brand name, and to market and merchandise our consumer electronic products based on our proprietary characteristics. The Company believes that high brand name recognition will be an effective springboard for new products, services, or potential acquisitions. We plan to cross brand with other major companies in the same retail space, as well as bundle promotions with other American IR products that compliment our Safety Beam. As of the date of this filing, the management of American IR is not aware of, nor do we foresee any environmental concerns, government regulations, or seasonal aspects of our industry that would have a material effect on the financial condition or results of operations of our Company. We expect to be able to increase revenues by offering an expanded product line to an increasing consumer base through current and additional sales channels. To accomplish this American IR plans to hire several new staff in the areas of sales and marketing support, product development, operations and administration. Liquidity and Capital Resources Although the Company has begun to generate revenues, without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its securities once shares from the previous public offering are listed on a nationally recognized exchange. /10/ PART II - OTHER INFORMATION Item 6. Exhibits Exhibit Name and/or Identification of Exhibit ------- --------------------------------------- Number 3 Articles of Incorporation & By-Laws (a) Articles of Incorporation of the Company filed October 29, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. (b) By-Laws of the Company adopted November 1, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. 23 Consent of Experts and Counsel Consent of Independent Public Accountant 27 Financial Data Schedule Financial Data Schedule of American IR Technologies, Inc. ending September 30, 2000 /11/ SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. American IR Technologies, Inc. (Registrant) Date: __________________ By: /s/ Ron Ryan _____________________________ Ron Ryan, President and Director