-----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, A/2n7dYcy8fAKJa/dmN4rC4gL8lgtbgN2I7kyeXhxY/r+J0AJZzDT8fumBZ3l8Di kMPp3LxRJ7K93kLskoLA8Q== 0000950110-01-000053.txt : 20010123 0000950110-01-000053.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950110-01-000053 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000731 FILED AS OF DATE: 20010119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASTY FRIES INC CENTRAL INDEX KEY: 0000791885 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 650259052 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 033-04460-NY FILM NUMBER: 1511555 BUSINESS ADDRESS: STREET 1: 650 SENTRY PKWY STE ONE CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 6109412109 MAIL ADDRESS: STREET 1: 650 SENTRY PARKWAY STREET 2: SUITE ONE CITY: BLUE BELL STATE: PA ZIP: 19422 10QSB/A 1 0001.txt FORM 10-QSB/A ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 3 [X] QUARTERLY REPORT OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended July 31, 2000 Commission File No. 33-4460-NY -------------------------- TASTY FRIES, INC. (Exact name of registrant as specified in its charter) -------------------------- NEVADA 65-0259052 - --------------------------- ---------------- State or other jurisdiction (I.R.S. Employer incorporation or organization Identification No.) 650 SENTRY PARKWAY, SUITE ONE BLUE BELL, PENNSYLVANIA 19422 -------------------------------------------------- (Address Of Principal Executive Offices)(Zip Code) (610) 941-2109 -------------------------------------------------- (Registrant's telephone number, include area code) ADELAIDE HOLDINGS, INC. 11098 Biscayne Boulevard, Suite 403 Miami, Florida (305) 899-0200 (Former name and address) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --- --- As of July 31, 2000: 32,529,011 shares of common stock were outstanding. TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (Unaudited) ASSETS July 31, January 31, 2000 2000 ------------ ------------ (Unaudited) Current assets: Cash ........................................ $ 120,657 $ 10,703 Prepaid expenses ............................ 5,000 ------------ ------------ Total current assets .................. 125,657 10,703 ------------ ------------ Property and equipment, net .................... 14,816 20,258 ------------ ------------ $ 140,473 $ 30,961 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Accounts payable and accrued expenses ....... $ 737,758 $ 773,576 Shareholder loan payable .................... 924,000 900,000 ------------ ------------ 1,661,758 1,673,576 ------------ ------------ Unearned revenue ............................... 440,000 320,000 ------------ ------------ Stockholders' deficiency: Common stock, $.001 par value; authorized 50,000,000 shares; issued and outstanding 31,529,011 shares at July 31, 2000 and 27,719,011 at January 31, 2000 ............. 32,529 28,719 Additional paid-in capital .................. 21,514,321 19,714,832 Deficit accumulated in development stage .... (23,508,135) (21,706,166) ------------ ------------ (1,961,285) (1,962,615) ------------ ------------ $ 140,473 $ 30,961 ============ ============ See notes to financial statements 1
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2000 AND 1999 (Unaudited) Cumulative Since Three Months Ended Six Months Ended Inception 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ Revenues $ $ $ $ ------------ ------------ ------------ ------------ Costs and expenses: Research, machine and product development ......... $ 2,920,865 76,579 45,935 246,530 52,366 Selling, general and administrative .............. 18,854,168 704,082 2,432,179 1,473,539 3,010,770 ------------ ------------ ------------ ------------ ------------ 21,775,033 780,661 2,478,114 1,720,069 3,063,136 ------------ ------------ ------------ ------------ ------------ Net loss before other income (expense) ............... (21,775,033) (780,661) (2,478,114) (1,720,069) (3,063,136) ------------ ------------ ------------ ------------ ------------ Other income (expense): Interest income .............. 21,274 Forfeited distributor deposits 15,000 Interest expense ............. (1,769,376) (41,400) (8,952) (81,900) (8,952) ------------ ------------ ------------ ------------ ------------ (1,733,102) (41,400) (8,952) (81,900) (8,952) ------------ ------------ ------------ ------------ ------------ Net loss ........................ $(23,508,135) $ (822,061) $ (2,487,066) $ (1,801,969) $ (3,072,088) ============ ============ ============ ============ ============ Net loss per share of common stock ................... $ (0.03) $ (0.13) $ (.06) $ (0.16) ============ ============ ============ ============ Weighted average shares outstanding .................... 29,496,261 19,681,421 29,219,709 19,462,404 ============ ============ ============ ============ See notes to financial statements 2
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX MONTHS ENDED JULY 31, 2000 (Unaudited) Total Common Paid in Accumulated Stockholder Stock Capital Deficit Equity ----------- ----------- ----------- ----------- Balance, February 1, 1991 ........................... $ 157,307 $ (156,307) $ 1,000 Issued 1,114,679 shares for note conversion ......... 11,147 113,853 125,000 Net loss for the year ended January 31, 1992 ........ $ (198,425) (198,425) ----------- ----------- ----------- ----------- Balance, January 31, 1992 ........................... 168,454 (42,454) (198,425) (72,425) Sold 4,275,000 shares ............................... 42,750 457,250 500,000 Issued 150,000 shares for services .................. 1,500 36,000 37,500 Net loss for the year ended January 31, 1993 ........ (773,304) (773,304) ----------- ----------- ----------- ----------- Balance January 31, 1993 ............................ 212,704 450,796 (971,729) (308,229) Issued 7,600,000 shares ............................. 76,000 464,000 540,000 Issued 220,000 shares for services .................. 2,200 2,200 Redeemed 3,145,000 shares ........................... (31,450) 31,450 Net loss for the year ended January 31, 1994 ........ (658,820) (658,820) ----------- ----------- ----------- ----------- Balance January 31, 1994 ............................ 259,454 946,246 (1,630,549) (424,849) Issued 3,129,999 shares ............................. 31,300 547,950 579,250 Issued 2,151,622 shares for services ................ 21,516 121,294 142,810 Issued 1,000,000 shares for litigation settlement ... 10,000 460,000 470,000 Net loss for the year ended January 31, 1995 ........ (2,148,933) (2,148,933) ----------- ----------- ----------- ----------- Balance, January 31, 1995 ........................... 322,270 2,075,490 (3,779,482) (1,381,722) See notes to financial statements 3
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX MONTHS ENDED JULY 31, 2000 (Unaudited) Total Common Paid in Accumulated Stockholder Stock Capital Deficit Equity ----------- ----------- ----------- ----------- Balance, January 31, 1995 ...................... $ 322,270 $ 2,075,490 $(3,779,482) $(1,381,722) Issued 21,815,000 shares ....................... 218,150 1,054,350 1,272,500 Issued 6,733,502 shares for services ........... 67,335 381,880 449,215 Issued 625,000 shares for loan conversion ...... 6,250 43,750 50,000 Issued 1,000,000 shares for repurchase of distributorship .............................. 10,000 90,000 100,000 Reverse stock split ............................ (620,885) 620,885 Net loss for the year ended January 31, 1996 ... (1,384,488) (1,384,488) ----------- ----------- ----------- ----------- Balance, January 31, 1996 ...................... 3,120 4,266,355 (5,163,970) (894,495) Issued 1,455,000 shares ........................ 1,455 1,506,045 1,507,500 Issued 125,000 shares for services ............. 125 324,875 325,000 Net loss for the year ended January 31, 1997 ... (2,172,260) (2,172,260) ----------- ----------- ----------- ----------- Balance, January 31, 1997 ...................... 4,700 6,097,275 (7,336,230) (1,234,255) See notes to financial statements 4
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX MONTHS ENDED JULY 31, 2000 (Unaudited) Total Common Paid in Accumulated Stockholder Stock Capital Deficit Equity ----------- ----------- ----------- ----------- Balance, January 31, 1997 ......................... $ 4,700 $ 6,097,275 $ (7,336,230) $ (1,234,255) Issuance of 1,500,000 shares for non-recurring compensation ...................... 1,500 1,029,750 1,031,250 Issuance of 167,083 shares ........................ 167 80,650 80,817 Issuance of 955,000 shares for services ........... 955 1,317,545 1,318,500 Issuance of 43,750 shares for litigation settlement 44 54,644 54,688 Issuance of 700,000 shares for convertible notes .. 700 566,979 567,679 Issuance of 452,772 shares for repayment of notes payable ................................ 452 523,587 524,039 Issuance of 120,000 shares for repayment of notes payable officer/director ............... 120 175,830 175,950 Net loss for the year ended January 31, 1998 ...... (5,074,155) (5,074,155) ----------- ----------- ----------- ----------- Balance, January 31, 1998 ......................... 8,638 9,846,260 (12,410,385) (2,555,487) Issuance of 2,251,307 shares ...................... 2,252 1,299,526 1,301,778 Issuance of 5,586,150 shares for convertible notes 5,586 3,129,504 3,135,090 Issuance of 42,704 shares for interest on convertible notes ............................ 43 26,385 26,428 Issuance of 1,226,815 shares for services ......... 1,227 490,652 491,879 Issuance of 250,000 shares for repurchase of distributorship .............................. 250 124,750 125,000 Net loss for the year ended January 31, 1999 ...... (3,512,124) (3,512,124) ----------- ----------- ----------- ----------- Balance, January 31, 1999 ......................... 17,996 14,917,077 (15,922,509) (987,436) See notes to financial statements 5
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE SIX MONTHS ENDED JULY 31, 2000 (Unaudited) Total Common Paid-In Deficit Stockholders' Stock Capital Accumulation Deficit ------------ ------------ ------------ ------------ Balance, January 31, 1999 ............. $ 17,996 $ 14,917,077 $(15,922,509) $ (987,436) Issuance of 3,789,000 shares .......... 3,789 1,624,291 1,628,080 Issuance of 250,000 shares for litigation settlement ................ 250 124,750 125,000 Issuance of 5,184,405 shares for services ......................... 6,184 2,799,214 2,805,398 Issuance of 500,000 shares for repurchase of distributorship ........ 500 249,500 250,000 Net loss for the year ended January 31, 2000 ..................... (5,783,657) (5,783,657) ------------ ------------ ------------ ------------ Balance, January 31, 2000 ............. 28,719 19,714,832 (21,706,166) (1,962,615) Issuance of 2,400,000 shares .......... 2,400 1,134,950 1,137,350 Issuance of 1,410,000 shares for services ........................ 1,410 664,539 665,949 Net loss for six months ............... (1,801,969) (1,801,969) ------------ ------------ ------------ ------------ Balance, July 31, 2000 ................ $ 32,529 $ 21,514,321 $(23,508,135) $ (1,961,285) ============ ============ ============ ============ See notes to financial statements 6
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2000 AND 1999 (Unaudited) Cumulative Since Three Months Ended Six Months Ended Inception 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ Cash flows from operating activities: Net loss ....................................... $(23,508,135) $ (822,061) $ (2,487,066) $ (1,801,969) $ (3,072,088) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization ............... 299,735 2,646 23,264 5,442 46,154 Common stock issued for services ............ 7,297,862 426,249 622,951 665,949 682,951 Stock purchase discount ..................... 1,043,102 7,500 238,000 262,350 414,500 Common stock issued for litigation settlement 649,689 125,000 125,000 Common stock issued for interest on convertible notes ....................... 1,129,196 -- -- -- -- Common stock issued for repurchase of distributorships ........................ 250,000 250,000 250,000 Accrued interest on notes and convertible notes payable .............................. 398,577 -- -- -- -- Changes in assets and liabilities: Other assets ................................ (5,000) 58,753 (5,000) 123,313 Unearned revenue ............................ 565,000 (41,000) 120,000 (41,000) Accounts payable and accrued expenses ....... 737,759 40,233 996,185 (35,818) 796,173 ------------ ------------ ------------ ------------ ------------ Net cash used by operating activities ............. (11,142,215) (345,433) (213,913) (789,046) (674,997) ------------ ------------ ------------ ------------ ------------ Cash flows from investing activities: Purchase of furniture and equipment ............ (77,695) -- -- -- (7,519) Loan costs ..................................... (236,856) -- -- ------------ ------------ Net cash used by investing activities ............ (314,551) (7,519) ------------ ------------ Cash flows from financing activities: Sale of common stock ........................... 7,780,173 275,000 200,000 875,000 800,000 Proceed from convertible notes payable ......... 2,600,000 Note payable, current .......................... 1,117,250 Loan payable, officer .......................... 80,000 24,000 ------------ ------------ ------------ ------------ ------------ Net cash provided by financing activities ......... 11,577,423 275,000 200,000 899,000 800,000 ------------ ------------ ------------ ------------ ------------ Net increase (decrease) in cash ................... 120,657 (70,433) (13,913) 109,954 117,484 Cash, beginning balance ........................... 191,090 197,791 10,703 66,394 ------------ ------------ ------------ ------------ ------------ Cash, ending balance .............................. $ 120,657 $ 120,657 $ 183,878 $ 120,657 $ 183,878 ============ ============ ============ ============ ============ Supplemental disclosure of cash flow information: Cash paid for interest ......................... $ 0 $ 0 $ 0 $ 0 ============ ============ ============ ============ Supplemental disclosure of non-cash financing activities: Issuance of common stock for services .......... $ 7,297,862 $ 426,249 $ 622,951 $ 665,949 $ 682,951 ============ ============ ============ ============ ============ Issuance of common stock for litigation settlement ......................... $ 649,689 $ 125,000 $ 125,000 ------------ ============ ============ Issuance of common stock for repurchase of distributorships ........................... $ 475,000 $ 250,000 $ 250,000 ------------ ============ ============ Issuance of common stock for conversion of note payable ............................... $ 2,675,000 ============ Accrued interest on notes payable .............. $ 398,577 ============ See notes to financial statements 7
TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JULY 31, 2000 AND 1999 (Unaudited) Note 1 Basis of presentation: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2000 are not necessarily indicative of the results that may be expected for the year ended January 31, 2001. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 2000. Note 2 Description of business and significant account policies: The Company is a development stage company, having not yet completed the process of manufacturing and marketing its sole product, a vending machine which will cook and dispense french fries. The Company has incurred research and development costs from inception to July 31, 2000 totaling $2,920,865. The Company is currently in the process of completing its first 25 machines. The costs associated with the production of the machines have been charged to research, machine and product development costs. The Company had no revenues from operations since inception and its ability to continue as a going concern is dependent on the continuation of equity financing to fund the expenses relating to successfully manufacturing and marketing the vending machine. Note 3 Issuance of common stock: The Company issued an aggregate of 3,810,000 shares during the quarter ended July 31, 2000. 2,400,000 shares were sold in private placements by the Company and 1,410,000 shares were issued in payment of services. The Company issued an aggregate of 5,226,905 shares during the six months ended July 31, 1999. 2,900,000 shares were sold in private placements by the Company, 1,576,905 shares were issued in payment of services, 250,000 shares were issued for litigation settlement and 500,000 shares were issued for repurchase of distributorships. 8 TASTY FRIES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE SIX MONTHS ENDED JULY 31, 1999 AND 1998 (Unaudited) Note 4 April 1998 financing: In April 1998, the Company entered into an agreement to receive $1,500,000 in proceeds from the sale of restricted stock to a U.S. corporation. The Company issued 3,000,000 shares of common stock as consideration for the investment. The Company also issued warrants to purchase 1,500,000 post-split shares of common stock at an exercise price of $1.90; the warrants expire April 12, 2001. The Company also issued 150,000 post-split shares of restricted stock as a commission on the transaction. The Company and the investor have entered into an escrow agreement for this transaction and all of the shares were issued into escrow, pending funding. As of July 31, 2000 $1,375,000 of the $1,500,000 in proceeds has been received by the Company and 2,750,000 of the 3,000,000 shares of restricted common stock held in escrow have been released to the investor. The balance of funds due have not been received as of the date of this filing. 9 ITEM 2. PLAN OF OPERATION General The Company is a development-stage company having not yet completed the exercise of manufacturing, marketing and selling its sole product, a vending machine, which will cook and dispense French fries (the "Machine"). The Company has tested the Machine both internally and on various beta locations since December of 1995. During the period ending July 31, 2000, the Company entered into the production stage of its lifecycle, having spent the latter half of fiscal 1999 preparing for commercial manufacturing through the process of pre-production tooling and completion of final production design work. Liquidity and Capital Resources Since its inception, the Company has had virtually no revenues from operations and has relied almost exclusively on shareholder loans, limited distribution deposits and sale of securities to raise working capital to fund operations. At July 31, 2000 the Company had approximately $120,657 in cash. While management currently anticipates that the April 1998 financing will allow it to complete the Company's initial production run of machines, no assurances can be given that the Company will be able to do so. Further, the Company will need to secure additional funds to allow it to enter into its second production run of machines, in line with management's current plan of operation. No assurances can be given that the Company will be able to secure adequate financing from any source to pursue its current plan of operation, to meet its obligations or to expand its marketing efforts over the next 12 months. Based upon its past history, management believes that it may be able to obtain funding in such manner but is unable to predict with any certainty the amount and terms thereof. If the Company is unable to obtain needed funds, it could be forced to curtail or cease its activities. The Company has, in the past, issued shares of common stock and warrants to purchase common stock to various parties as payment for services rendered. The Company intends to continue this practice. ITEM 3. FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements with respect to the future performance of the Company that involve risks and uncertainties. Various factors could cause actual results to differ materially from those projected in such statements. These factors include, but are not limited to, the Company's lack of meaningful revenues, its significant and continuing losses, its significant capital requirements, the uncertainty of its ability to implement its plan of operation and other factors discussed herein and in the Company's other filings with the Securities and Exchange Commission. 10 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In May 1991, the Company entered into a joint venture agreement with California Food and Vending, Inc. ("CFV"), another vending and food service company with a high interest in the research and development of a french fry vending machine. The companies planned to work together in the manufacturing and marketing of a french fry machine. Disputes arose between the parties, litigation was instituted by CFV and in July 1999 the disputes were settled and the litigation dismissed. Pursuant to the settlement agreement, the Company regained our distributorship rights for the State of California; agreed to pay CFV the sum of $1,000,000, which has been paid; issue 250,000 shares of our common stock to CFV; and CFV will receive $350 for each of the first 500 machines produced and $450 thereafter and $.25 for each pound of potato product sold by Tasty Fries. On August 28, 1996, the Company, Edward C. Kelly and Premier Design, Ltd., were added as defendants to a civil lawsuit in the Riverside County Branch of the Superior Court of the State of California brought by Prize Frize, Inc., William Bartfield and Larry Wirth. The suit also named as defendants approximately 25 other parties, all allegedly involved, in some manner, in the pursuit of the french fry vending machine concept and/or business. The case was removed to Federal Court. The Company successfully moved for dismissal of the claim on behalf of itself and Mr. Kelly; the case was dismissed on June 2, 1997. The dismissal was reversed on appeal by the Federal Court and the case was remanded to State Court. The plaintiffs' claim against Tasty Fries was severed. The claims against Edward C. Kelly and Premier Design, Ltd. were dismissed. The claim brought by Prize Frize asserts that the Company had usurped its basic trade secrets by developing a french fry vending machine, which utilizes the Basic American Food potato product. The Company denies the allegations and is vigorously defending the litigation. It is the opinion of the Company's counsel that Prize Frizes' lawsuit lacks merit and that the Company will prevail. ITEM 2. CHANGES IN SECURITIES The Company issued 210,000 unregistered shares of its common stock in payment of services rendered to the Company by third parties. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 11 ITEM 5. OTHER INFORMATION See Part II, Item 1. Above ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None SIGNATURES In accordance with the requirements of the exchange act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Tasty Fries, Inc. /s/ EDWARD C. KELLY ------------------------------- Edward C. Kelly Date: January 18, 2001 President and Principal Financial Officer 12 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 1 3-MOS JAN-31-2000 FEB-01-2000 JUL-31-2000 120,657 0 0 0 0 125,657 77,696 62,880 140,473 1,661,758 0 0 0 32,529 (1,993,814) 140,473 0 0 0 0 (1,720,069) 0 81,900 (1,801,969) 0 0 0 0 0 (1,801,969) (0.06) (0.06)
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