-----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, TsRzJiO2YftkcICnTRwPeAyG5K3vDqphxmMgQKb9VnW95piLG1hmm8VVg85Ozd8W xT+a3RHqE6BJXLCbQs/c1Q== 0001050234-01-500240.txt : 20020411 0001050234-01-500240.hdr.sgml : 20020411 ACCESSION NUMBER: 0001050234-01-500240 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011121 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31663 FILM NUMBER: 1798184 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 1 qsb10.txt FORM 10-QSB 9-30-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (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, 2001 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 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 No.) incorporation or organization) 3080 W. Post Road, Las Vegas, NV 89118 - ---------------------------------------- ----- (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: 10,270,787 /1/ AMERICAN IR TECHNOLOGIES, INC. (A Development Stage Company) Table of Contents Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet September 30, 2001 (unaudited) 3 Statement of Operations for the Three Months Ended September 30, 4 2001 (unaudited) and 2000 (unaudited), and for the Nine Months Ended September 30, 2001 (unaudited) and 2000 (unaudited) and for the Period October 29, 1999 (Inception) through September 30, 2001 (unaudited) Statement of Cash Flows for the Nine Months Ended September 30, 5 2001 (unaudited) and 2000 (unaudited) and for the Period October 29, 1999 (Inception) through September 30, 2001 (unaudited) Notes to Financial Statements 6 Item 2. Management's Discussion and Plan of Operation 7 PART II - OTHER INFORMATION Item 6. Exhibits 10 SIGNATURES 11 /2/ AMERICAN IR TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEET September 30, 2001 (unaudited) ASSETS CURRENT ASSETS: Accounts receivable, net $ 30,073 Inventory 7,168 Prepaid expenses 189,486 ------------ Total Current Assets 226,727 ------------ PROPERTY AND EQUIPMENT, net 12,196 ------------ OTHER ASSETS 13,844 ------------ $ 252,767 ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Bank overdraft $ 7,512 Accounts payable and accrued expenses 150,385 Due to employee 1,555 Due to related parties 272,134 Subscription payable 161,946 ------------ Total Current Liabilities 593,532 ------------ STOCKHOLDERS' (DEFICIT) Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding - Common stock, $0.001 par value, 20,000,000 shares authorized, 10,270,787 issued and outstanding 10,271 Additional paid in capital 716,784 Deficit accumulated during the development stage (1,067,820) ------------ (340,765) ------------ $ 252,767 ============ The accompanying notes are an integral part of these financial statements. /3/ AMERICAN IR TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited)
Three Three Nine Nine October 29, 1999 Months Months Months Months (Inception) Ended Ended Ended Ended Through September September September September September 30, 30, 30, 30, 30, 2001 2000 2001 2000 2001 ----------- ---------- ---------- ---------- ----------- REVENUE $ 7,361 $ 12,036 $ 76,265 $ 12,036 $ 82,422 ----------- ---------- ---------- ---------- ----------- OPERATING EXPENSES Cost of sales 30,260 4,818 51,773 4,818 57,814 General and 205,255 168,549 680,777 184,633 1,092,428 administrative expenses 235,515 173,367 732,550 189,451 1,150,242 ---------- ---------- ---------- ---------- ----------- Net (loss) $ (188,154) $ (161,331) $ (656,285) $ (177,415) $(1,067,820) ========== ========== ========== ========== =========== Weighted average shares outstanding - basic and fully diluted 9,414,917 6,206,412 8,238,324 6,206,412 7,173,035 ========== ========== ========== ========== =========== Net (loss) per common share - basic and fully diluted $ (0.02) $ (0.03) $ (0.08) $ (0.03) $ (0.15) ========== ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements. /4/ AMERICAN IR TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) October 29, 1999 Nine Months Nine Months (Inception) Ended Ended Through September September September 30, 30, 30, 2001 2000 2001 ---------- ---------- ---------- Net cash provided by (used in) operating activities $ 6,301 $ (71,137) $ (71,009) Cash flows from investing activities: Purchase of fixed assets (10,544) - (15,391) Net cash (used in) investing activities (10,554) - (15,391) ---------- ---------- ---------- Cash flows from financing activities: Proceeds from stock issuance - 63,400 86,400 Net cash provided by ---------- ---------- ---------- financing activities - 63,400 86,400 ---------- ---------- ---------- Net increase (decrease) in cash (4,243) (7,737) - Beginning - cash balance 4,243 8,375 - ---------- ---------- ---------- Ending - cash balance $ - $ 638 $ - ========== ========== ========== The accompanying notes are an integral part of these financial statements. /5/ American IR Technologies, Inc. (a Development Stage Company) Notes to Financial Statements (Unaudited) (1) Basis Of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Item 310(b) of Regulation S-B. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the audited financial statements of the Company as of December 31, 2000 and for the year then ended, including notes thereto, included in the Company's Form 10- KSB. (2) Earnings Per Share The Company calculates net income (loss) per share as required by SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods presented, common stock equivalents were not considered, as their effect would be anti-dilutive. (3) Stockholders' (Deficit) During the nine months ended September 30, 2001 the Company entered into various financial consulting and corporate advisory agreements in exchange for 3,135,520 shares of common stock. The agreements have one-year terms, expiring between April 1 and September 30, 2002. /6/ 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") 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). 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 Revenue for the three months ended September 30, 2001 was $47,361, nine months ended September 30, 2001 was $76,265 and since October 29, 1999 (inception) we have recorded revenue of $82,422. As compared to revenue of $12,036 for the three months ended September 30, 2000, and $12,036 for the nine months ended September 30, 2000. This increase in revenue is due to increased reorders from Hammacher-Schlemmer and initial orders from QVC and Brookstone. Total operating expenses for the three months ended September 30, 2001 were $235,515. This represents an increase of $62,148 in total operating expenses from the comparable three month period ended September 30, 2000, when we reported total operating expenses of $173,367. Total operating expenses for the nine months ended September 30, 2001 were $732,550. This represents an increase /7/ of $543,099 in total operating expenses from the comparable nine month period ended September 30, 2000, when we reported total operating expenses of $189,451. Since October 29, 1999 (inception) we have incurred $1,150,242 in total operating expenses. Almost all of the operating expenses incurred by the Company to date are related to general and administrative expenses. These expenses consist mainly of: a. Travel related to financing and promotion of product; b. Salaries; c. Financial consulting fees; d. Sales and marketing consulting fees; e. Other professional fees; and f. Accrued officer salaries. As we establish our brand name in the marketplace, we believe that our need for outside consultants will be greatly diminished once initial development stage activities are completed and we are receiving recurring purchases. Given this outcome, it is our intention to hire key personnel to carry on the functions now performed by numerous outside independent consultants. Cost of sales for the three months ended September 30, 2001 was $30,260, nine months ended September 30, 2001 was $51,773 and since October 29, 1999 (inception) we have incurred cost of sales of $57,814. As compared to the three and nine month period ended September 30, 2000 when we were just beginning to manufacture our products and had only incurred cost of sales of $4,818. Our cost of sales will continue to increase, as the number of units sold increases to meet the expected demand for our products. Due to the increase in cost of sales and general and administrative expenses, we recorded a net loss for the three months ended September 30, 2001 of $188,154 as compared to the loss of $161,331 reported in the comparable period of 2000. We recorded a net loss for the nine months ended September 30, 2001 of $656,285 as compared to the loss of $177,415 reported in the comparable period of 2000. Furthermore, since October 29, 1999 (inception) we have incurred $1,067,820 in net losses. The net loss to date is attributed to a minimal amount of sales and the high cost of introducing our product and stock to the market, however, the net loss has been reduced due to sales increases and reduced general and administrative costs as a result of streamlining many of our processes. As of September 30, 2001 we have a working capital deficit of $366,805. The net cash provided by operational activities for the nine months ended September 30, 2001 was $6,301 as compared to net cash used in operational activities of $71,137 reported in the comparable period of 2000. To date we have used $71,009 in operating activities. During the current quarter we signed a vendor agreement with Staples (SPLS). We have also entered into a manufacturers representative agreement with a national sales and marketing firm, (I I DA), to promote our family of products. This firm has strong relationships with our primary retail customer base. In addition, we have increased sales and enhanced our exposure in the technology products market through advertisements placed in several new catalogues, such as Taylor Gifts, Home Trends, Smart Home and Improvements. /8/ Future Business 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. Management will focus its efforts on accounts such as Costco Mexico, which is now submitting the Safety Beam for regulatory approval in Mexico. We do not foresee any circumstances that would inhibit our ability to obtain regulatory approval and expect to begin generating sales in Mexico in early 2002. We are also in negotiations with other large retail accounts that are desirous of scheduling space for American IR product in the coming months. To meet this expected demand for our product line we have secured the services of an additional manufacturer. 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. Our original product offering, The Safety Beam, has been well received and we are now responding to exact market requests with two new versions of the Safety Beam. 1. The Safety Beam V2 - will be marketed as a smaller mass merchant item with a lower price point; and 2. The Safety Beam RF - will be marketed as a higher end product that operates with a radio frequency remote control. The Safety Beam RF has just received preliminary approval with FCC. We have introduced new packaging and graphics that are specifically designed for each of our target markets, which should help to contribute to further the acceptance of our products. Liquidity and Capital Resources To fund ongoing fiscal 2001 and 2002 operations, we will need to begin to generate greater revenues or raise additional capital to fund our operations and provide for our working capital needs. As at September 30, 2001, we have recognized minimal revenue to date and have accumulated operating losses of $1,067,820 since inception. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of our products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While we are expending our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. /9/ 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 on October 2, 2000 - file #000-31663. (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 on October 2, 2000 - file #000-31663. /10/ 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: 11-20-01 -------- By: /s/ Ronald A. Ryan ------------------------ Ronald A. Ryan, Director, Chief Executive Officer and President Date: 11-20-01 -------- By: /s/ Gerald S. Peatz -------------------------- Gerald S. Peatz, Director, Secretary, Treasurer, and Principal Financial and Accounting Officer /11/ -----END PRIVACY-ENHANCED MESSAGE-----