10QSB/A 1 qsba10.txt 10-QSB SEPT 30, 2000 AMEND #1 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 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Page Balance Sheets as of September 30, 2000 3 Income Statements for the Three and Nine Months Ended September 30, 2000, and for the Period October 29, 1999 4 (Inception) to September 30, 2000 Statements of Cash Flows for the Three and Nine Months 5 Ended 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 7 PART II - OTHER INFORMATION Item 6. Exhibits 8 SIGNATURES 9 /2/ PART I - FINANCIAL INFORMATION Item 1. Financial Statements American I R Technologies, Inc. (A Development Stage Company) Balance Sheet (Unaudited) Assets September 30, 2000 ---------- Current assets Cash and equivalents $ 638 Trade receivables 1,650 Related party receivables 16,839 Prepaid Expenses 80,893 ---------- Total current assets 100,020 ---------- Fixed assets (net) 4,362 ---------- $ 104,382 ========== Liabilities and Stockholders' (Deficit) Current liabilities Accounts payable $ 76,173 Related party payable 72,912 ---------- Total current liabilities 149,085 ---------- Common stock, $0.001 par value, 20,000,000 shares authorized; 7,135,267 shares issued and outstanding 7,135 Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at 9/30/00 - Additional paid-in capital 242,918 Deficit accumulated during development stage (294,756) ---------- (44,703) ---------- $104,382 ========== 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 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 24,750 - 63,400 - 86,400 ---------- --------- --------- --------- ------------ Net cash provided by financing activities 24,750 - 63,400 - 86,400 ---------- --------- --------- --------- ------------ Beginning cash 13,953 - 8,375 - - ---------- --------- --------- --------- ------------ Ending cash $ 638 $ - $ 638 $ - $ 638 ========== ========= ========= ========= ============ The accompanying Notes are an integral part of these financial statements /5/ American I R Technologies, Inc. (A Development Stage Company) Notes to Financial Statements (1) Basis Of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles ("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, 1999, 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) Prepaid Expenses During the period ended, the Company entered into certain agreements for financial and marketing consulting and investor relation services. These services were paid for through the issuance of the Company's common stock. The expenses for these services will be amortized over the life of the agreements, which expire at various dates through January 2001. /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" 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 entered into an agreement to exchange inventory and cash for advertising services. The cost of the inventory exchanged 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. /7/ 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. /8/ 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: September 12, 2001 By: /s/ Ron Ryan -------------------------------- Ron Ryan, President and Director By: /s/ Gerald Peatz -------------------------------- Gerald Peatz, Chief Financial and Accounting Officer /9/