-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4abHnf894gZ2MbBXQiwD4lb/t+e15yfulbBRWOe77BFda2FU56UJRU+ps6PmRwI R881aDSI2eDpjIAzd5sqVQ== 0001050234-01-500123.txt : 20010605 0001050234-01-500123.hdr.sgml : 20010605 ACCESSION NUMBER: 0001050234-01-500123 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN IR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001114098 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880440536 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-31663 FILM NUMBER: 1653203 BUSINESS ADDRESS: STREET 1: 3080 W POST ROAD CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7023684571 MAIL ADDRESS: STREET 1: 3080 W POST ROAD CITY: LAS VEGAS STATE: NV ZIP: 89118 10QSB/A 1 q100009a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO 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: 000-31663 American I R Technologies, Inc. ------------------------------ (Exact name of registrant as specified in its charter) Nevada 88-0440536 ------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3110 S. Valley View Blvd, Suite 201 Las Vegas, NV 89102 - ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (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 I R TECHNOLOGIES, INC. (A Development Stage Company) Table of Contents Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of September 30, 2000 and December 31, 1999 (Audited) 3 Income Statements for the Three and Nine Months Ended 4 September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 Statements of Cash Flows for the Three and Nine Months Ended 5 September 30, 2000, and for the Period October 29, 1999 (Inception) to September 30, 2000 Notes to Financial Statements 6 Item 2. Management's Discussion and Plan of Operation 8 PART II - OTHER INFORMATION Item 6. Exhibits 9 SIGNATURES 10 /2/ PART I - FINANCIAL INFORMATION Item 1. Financial Statements American I R Technologies, Inc. (A Development Stage Company) Balance Sheets September 30, December 31, 2000 1999 ---------- ---------- (Audited) Current assets Cash and equivalents $ 638 $ 8,375 Trade receivables 1,650 - Related party receivables 16,839 - Prepaid Expenses 80,893 - ---------- ---------- Total current assets 100,020 8,375 Fixed assets (net) 4,362 - ---------- ---------- $ 104,382 $ 8,375 ========== ========== Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 76,173 $ 295 Related party payable 72,912 - ---------- ---------- Total current liabilities 149,085 295 Common stock, $0.001 par value, 20,000,000 shares authorized; 7,135,267 and 6,000,000 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 shares issued and outstanding at 9/30/00 and 12/31/99, respectively - - Additional paid-in capital 242,918 17,000 Retained earnings (294,756) (14,920) ---------- ---------- (44,703) 8,080 ---------- ---------- $ 104,382 $ 8,375 ========== ========== The accompanying notes are an integral part of these financial statements /3/ American I R Technologies, Inc. (A Development Stage Company) Income Statements (Unaudited) Three months ended Nine months ended October 29, ---------------------- ---------------------- 1999 September September September September (inception) 30, 30, 30, 30, to September 2000 1999 2000 1999 30, 2000 ---------- ---------- ---------- ---------- ---------- Revenue $ 1,650 $ - $ 1,650 $ - $ 1,650 Cost of goods sold 2,371 - 2,371 - 2,371 ---------- ---------- ---------- ---------- ---------- Gross profit (721) - (721) - (721) ---------- ---------- ---------- ---------- ---------- Expenses: Selling and marketing 57,052 - 63,859 - 63,859 General and administrative 158,565 - 215,256 - 230,176 ---------- ---------- ---------- ---------- ---------- Total operating expenses 215,617 - 279,115 - (294,035) ---------- ---------- ---------- ---------- ---------- Net loss $ (216,338) $ - $ (279,836) $ - $ (294,756) ========== ========== ========== ========== ========== Weighted average number of common shares outstanding 6,752,731 - 6,253,668 - 6,207,339 ========== ========== ========== ========== ========== Loss per share $ (.03) $ - $ (.04) $ - $ (.05) ========== ========== ========== ========== ========== The accompanying Notes are an integral part of these financial statements /4/ American IR Technologies, Inc. (A Development Stage Company) Statements of Cash Flows (unaudited)
Three months ended Nine months ended October 29, ---------------------- ---------------------- 1999 September September September September (inception) 30, 30, 30, 30, to September 2000 1999 2000 1999 30, 2000 ---------- ---------- ---------- ---------- ---------- Cash flows from operating activities Net loss $ (216,338) $ - $ (279,836) $ - $ (294,756) Depreciation expense 239 - 485 - 485 Stock issued for services 163,653 - 163,653 - 163,653 (Increase) in trade receivables (1,650) - (1,650) - (1,650) (Increase) in receivables- related parties 150 - (16,839) - (16,839) (Increase) in prepaid expenses (76,313) - (80,893) - (80,893) Increase in accounts payable 40,878 - 75,878 - 76,173 Increase in related party payables 51,831 - 72,912 - 72,912 ---------- ---------- ---------- ---------- ---------- Net cash used by operating activities (37,550) - (66,290) - (80,915) ---------- ---------- ---------- ---------- ---------- Cash flows from investing activities Purchases of fixed assets (515) - (4,847) - (4,847) ---------- ---------- ---------- ---------- ---------- Net cash from investing activities (515) - (4,847) - (4,847) ---------- ---------- ---------- ---------- ---------- Cash flows from financing activities Issuance of common stock 124 - 317 - 6,317 Additional paid-in capital 24,626 - 63,083 - 80,083 ---------- ---------- ---------- ---------- ---------- Net cash provided by financing activities 24,750 - 63,400 - 86,400 ---------- ---------- ---------- ---------- ---------- Beginning cash 13,953 - 8,375 - - ---------- ---------- ---------- ---------- ---------- Ending cash $ 638 $ - $ 638 $ - $ 638 ========== ========== ========== ========== ========== Supplemental cash flow information: Interest expense - - - - - Income taxes - - - - - Summary of significant non- cash investing and financing activities: Stock issued for services: $ 163,653 $ 163,653 $ 163,653 ---------- ---------- ---------- The accompanying Notes are an integral part of these financial statements /5/ American I R 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 I R 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. /6/ 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. During July 2000, the Company completed an offering that was exempt from registration pursuant to Regulation D, Rule 504, of the Securities Act of 1933, as amended. The Company sold 317,000 shares of its $0.001 par value common stock at a price of $0.20 per share. The Company received cash in the amount of $63,400,net of expenses of $1,900. During 2000, the Company issued 818,267 of its $0.001 par value common stock for services valued at $163,653. The shares were exempt from registration pursuant to Regulation D, Rule 504, of the Securities Act of 1933, as amended. 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. /7/ 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 development 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 [TM]). 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. Results of Operations The Company generated revenues of $1,650 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. In August 2000, the Company sold inventory in exchange for advertising services. The cost of the inventory exchange in the transaction was approximately $4,000. Recognition of the transaction is being deferred until the first quarter of 2001 at which time the advertising services will be rendered. 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(TM). 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 an offering of its securities. /8/ PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit Name and/or Identification of Exhibit Number 3 a. Articles of Incorporation & By-Laws (i) 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. (ii) 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. b. Reports on Form 8-K No reports on Form 8-K were filed by the Company during the fiscal quarter ended September 30, 2000. /9/ SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. American IR Technologies, Inc. (Registrant) Date: June 1, 2001 By: /s/ Ron Ryan - -------------------------------- Ron Ryan, President and Director By: /s/ Gerald Peatz - -------------------------------- Gerald Peatz, Chief Financial and Accounting Officer /10/
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