UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
(Amendment No. 3)
REGISTRATION STATEMENT UNDER THE SECURTIES ACT OF 1933
Amrus Technologies, Inc.
(Name of small business issuer in its charter)
Nevada
(State of jurisdiction of incorporation or organization)
3559-01
(Primary Standard Industrial Classification Code Number)
95-4750013
(I.R.S. Employer Identification No.)
6320 Canoga Avenue, Suite 1500
Woodland Hills, California 91367
(818) 227-5145
(Address and Telephone Number of principal executive offices)
SAME AS ABOVE
(Address of principal place of business or intended principal place of business)
John M. Williamson, Esq.
5775 Los Angeles Avenue, Suite 228
Simi Valley, California 93063
(805) 584-8000
(Name, address and telephone number of agent of service)
Approximate date of proposed sale to the public
As soon as practicable after the effective date of this registration statement
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITES TO BE REGISTERED
Common Stock
Class A
DOLLAR AMOUNT TO BE REGISTERED
$9,998,400(1)
PROPSED MAXIMUM OFFERING PRICE PER UNIT
- ---
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
- ---
AMOUNT OF REGISTRATION FEE
$2,499.20(2)
NOTE(1) The offering price is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457( o).
NOTE (2) We previously paid registration fees of $ 2,500.00 for 10,000,000 share when this registration was first filed on September 28, 2001. Fees totaling ($00.40) will be carryforward as a credit in regards to this amendment.
EXPLANATORY NOTE:
THE FOLLOWING ITEMS WERE REQUESTED FROM THE SECURITIES AND EXCHANGE COMMISSION PER CORRESPONDENCE DATED OCTOBER 15, 2001
1.MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
AMRUS Technologies, Inc.'s own and affiliated scientific centers developed and are developing, commercializing and distributing the new generation of fully automated analytical systems, sensors, protection equipment for potential Earth, space planetary applications as well as applications for home and personal use.
Amrus Technologies, Inc. was incorporated under the laws of the State of Nevada in January 1999 to develop unique technologies to sterilize various media based on a hard electron beam generation. These technologies allow sterilizing large quantities of objects such as large volumes of mail, parcels, airflow's to buildings, water flows, food, medical applications and etc. It is suitable in defense against bacteriological weaponry and in prevention of harmful invasions and contaminations. The company also develops multifunctional miniature, state of the art sensing equipment for personal and industrial detection of biological life, poisonous chemicals, toxic elements, explosives drugs and etc.
The Company develops technology for the next generation of solid-state lasers, such as super-wide band tunable lasers inclusive lasers separating isotopes and for isotopic purification of material for utilization by the new generation of computers.
Detection of chemical substances present in different environments and objects represents a large market sector of the world economy. AMRUS has made a major breakthrough in the newly developed portable laser technologies. Industrial demand and the historic declassification of defense-related developments of the mid-nineties, has led to real-time laser analytical systems becoming common in quantitative, range resolving remote sensing when laboratory or on site chemical measuring is impossible or impractical. Laser based quantitative measurements are now considered an essential component of major programs such as space and planetary exploration, energy balance, natural and anthropogenic global changes, earth and near-space environmental monitoring, arms control, global weather forecasting and a variety of other governmental and private projects. Responses from customers indicate that our products and services are enjoying an excellent reputation and we fully intend to continue in this direction. Inquiries f rom prospective customers suggest there is considerable demand for our technologies and products. AMRUS's marketing strategy is to aggressively enhance, promote and support the fact that our products are a major contribution to a healthier environment and living. AMRUS's products offer a defense from terrorists and hijackers, protect the planet environment and space, as well as preserves and maintains the well being of people. It is our intension to continue our advances and growth in the world market with more unique technologically advances and effective products and services.
Year ended December 31, 1999 compared to year ended December 31, 2000
Total operating expenses for year ended December 31, 1999 was $ 6,067 as compared to the operating expenses for the year ended December 31, 2000 was
$ 14,333. This represents a $ 7,266 increase from the period.
Year ended December 31, 2000 compared to nine months ended September 30, 2001
Total income for the year ended December 31, 2000 was $ 0 as compared to total income of $ 7,157,667 for the nine months ended September 30, 2001.
The Cost of sales as of December 31, 2000 was $ 0 as compared to cost of sales of $ 6,132,967 as of September 30, 2001.
Total operating expenses for year ended December 31, 2000 was $ 14,333 as compared to $ 25,167 for the nine months ended September 30, 2001.
The net loss was $ 6,067 for the year ended December 31, 1999 as compared to $ 14,333 for the year ended December 31, 2000 was a 236% increase from the prior period. The net loss per common share was $(60.67) as compared to the net loss per common share of $(1.43) for the year ended December 31, 2000. The net income per common share was
$ .02 for the nine months ended September 30, 2001.
Working capital as December 31, 1999 was $(27,401) as compared to $(31,834) as of December 31, 2000. The working capital as of September 30, 2001 was $ (6,134).
Effective January 1, 2001, Amrus Technologies, Inc. purchased Laser Technologies and Systems, Inc. for $ 500,000 note payable and $1,600,000 in Amrus Technologies, Inc. common stock.
Forward Looking Statements and Associated Risks
This prospectus contains forward-looking statements made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control, including, but not limited to, economic, competitive and other factors affecting our operations, markets, products and services, expansion strategies and other factors discussed elsewhere in this report and the documents filed by us with the Securities and Exchange Commission. Actual results could differ materially form these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this prospectus will in fact prove accurate. Our ability to accomplish our objectives, and whether or not we will be financially successful, is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of theses factors are within the discretion and control of management and others are beyond management's control. Management considers the assumptions and hypothesis used in preparing any forward-looking assessments of profitability contained in this document to be reasonable by management. However, we cannot assure investors that any projections or assessments contained in this document or otherwise made by management will be realized or achieved at any level. We make no representation or warranty as to the accuracy or completeness of any of these assumptions, or nothing contained in this document should be relied upon as a promise or representation as to any future performance or events. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances. Prospective investors should have this prospectus reviewed by their personal investment advisors, legal counsel or accountants to properly evaluate the risks and contingencies of this offe ring.
2. UNDERWRITER OR SALES AGENTS UNDERWRITER RULE 3(a)4-1
Amrus Technologies, Inc. is seeking to sell its offering without an underwriter or sales agents and qualifies for a self-offering exemption pursuant to the Securities Exchange Act of 1934.
Rule 3a4-1. Associated Persons of an Issuer deemed not to be Brokers.
(4) Meets the conditions of paragraph (a)(4)(i)(ii)or(iii) of this rule:
Communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser: provided, however, that the content of such communication is approved by a partner, officer or director of the issuer; (b) responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser, provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or (c) performing ministerial and clerical work involved in effecting any transaction.
Definitions:
Associated person of an issuer means any natural person who is a partner, officer, director or employee of (1) the issuer; (2) a corporate general partner of a limited partnership that is the issuer: (3) a company or partnership that controls, is controlled by, or is under common control with, the issuer: or (4) an investment adviser registered under the Investment Advisers Act of 1940 to an investment company registered under the Investment Company Act of 1940 which is the issuer.
3. AUDITED FINANCIAL STATEMENTS FOR DECEMBER 31, 1999 AND 2000 AND UNAUDITED FINANCIAL STATEMENT AS OF SEPTEMBER 30, 2001.
FINANCIAL STATEMENTS
KURT D. SALIGER, C.P.A.
Certified Public Accountant
1601 South Rainbow Boulevard, Suite 220B
Las Vegas, Nevada 89146
Phone: (702) 367-1988
Fax: (702) 948-8674
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Amrus Technologies, Inc.
Los Angeles, California
I have audited the accompanying consolidated balance sheets of Amrus Technologies, Inc. and subsidiary as of December 31, 1999 and December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows for each of the years ended December 31, 1999 and December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amrus Technologies, Inc. and subsidiary as of December 31, 1999 and as of December 31, 2000 and related consolidated statements of income, stockholders' equity, and cash flows for each of the two years ended December 31, 1999 and December 31, 2000 in conformity with accounting principles generally accepted in the United States of America.
By:/s/ Kurt D. Saliger
Kurt D. Saliger, C.P.A.
Las Vegas, Nevada
November 12, 2001
AMRUS TECHNOLOGIES, INC. | |||||
DECEMBER 31, | DECEMBER 31, | SEPTEMBER 30, | |||
ASSETS | |||||
Cash | $ 100 | $ 644,733 | $ 619,534 | ||
Accounts Receivable | 500 | - | 2,008,333 | ||
Prepaid expenses | - | 1,070,133 | 2,776,133 | ||
Total Current Assets | 600 | 1,714,866 | 5,404,000 | ||
Property and Equipment (at Cost less accumulated depreciation)(Notes 1 & 2) | |||||
- | 367,000 | 367,000 | |||
Other Assets (Notes 1&3) | - | - | 2,100,000 | ||
TOTAL ASSETS | $ 600 | $ 2,081,866 | $ 7,871,000 | ||
LIABILTIES AND STOCKHOLDERS EQUITY | |||||
CURRENT LIABILITIES | |||||
Current Maturities (Note 4) | $ - | $ - | $ 624,000 | ||
Account Payable | - | - | 472,900 | ||
Customer Deposits | - | 1,111,100 | 2,666,667 | ||
Accrued Expenses | 28,001 | 635,600 | 1,296,734 | ||
Income tax payable | - | - | 349,833 | ||
TOTAL CURRENT LIABILITIES | 28,001 | 1,746,700 | 5,410,134 | ||
LONG-TERM DEBT (Notes 4) | - | 367,000 | 243,000 | ||
STOCKHOLDERS' EQUITY | |||||
Common Stock, par value of $1.00 per share, authorized 50,000,000 shares issued and outstanding (Notes 6) | |||||
Common Stock - Subscribed (Note 6) | 100 | 10,000 | 1,610,000 | ||
Common Stock - Subscribed in Excess of Par Value (Note 6) | |||||
of par value (Note 6) | 68,333 | 68,333 | 68,333 | ||
Retained Earnings | (95,834) | (110,167) | 539,533 | ||
TOTAL STOCKHOLDERS' EQUITY | (27,401) | (31,834) | 2,217,866 | ||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 600 | $ 2,081,866 | $ 7,871,000 | ||
SEE ACCOMPANYING ACCOUNTANTS' COMPILATION REPORT | |||||
AMRUS TECHNOLOGIES, INC. | ||||||
Predecessor | Year Ended | Nine months ended | ||||
Sales | $ - | $ - | $ 7,157,667 | |||
Cost of Sales | 0 | 0 | 6,132,967 | |||
Gross Profit | 0 | 0 | 1,024,700 | |||
Operating expenses | ||||||
Administrative expenses | 6,067 | 14,333 | 25,167 | |||
Net Income before Income Taxes | (6,067) | (14,333) | 999,533 | |||
Provision for income taxes | - | - | 349,833 | |||
Net Income | $ (6,067) | $ (14,333) | $ 649,700 | |||
Basic and diluted loss per share | $ (60.67) | $ (1.43) | $ .02 | |||
Weighted average number of shares outstanding basic and diluted | 100 | 10,000 | $ 29,000,000 | |||
SEE ACCOMPANYING ACCOUNTANTS REPORT | ||||||
AMRUS TECHNOLOGIES, INC. | |||||||
Predecessor | YEAR ENDED | NINE MONTHS | |||||
OPERATING ACTIVITIES: | $ (6,067) | $ (14,333) | $ 649,700 | ||||
Adjustment to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 0 | 0 | 0 | ||||
(6,067) | (14,333) | 649,700 | |||||
Changes in operating assets and liabilities: | |||||||
(Increase) decrease in account receivable | (500) | 500 | -2,008,333 | ||||
(Increase) decrease in inventory | - | (1,070,133) | -1,706,000 | ||||
Increase (decrease) in current maturities | - | - | 624,000 | ||||
Increase (decrease) in accounts payable | - | - | 472,900 | ||||
Increase (decrease) in accrued expenses | 6,567 | 607,599 | 661,134 | ||||
Increase (decrease) in customer deposits | - | 1,111,100 | 1,555,567 | ||||
Increase (decrease) in income tax payable | - | - | 349,833 | ||||
Net cash provided by operating activities | - | 634,733 | -50,899 | ||||
INVESTING ACTIVITIES: | - | (367,000) | - | ||||
(Increase) decrease in other assets | - | - | -2,100,000 | ||||
TOTAL INVESTING ACTIVITIES | - | (367,000) | -2,100,000 | ||||
FINANCING ACTIVITIES | - | 367,000 | -124,000 | ||||
Increase (decrease) in Common Stock-Subscribed | 100 | 9,900 | 1,600,000 | ||||
Increase (decrease) in Common Stock-Subscribed | |||||||
TOTAL FINANCING ACTIVITIES | 100 | 376,900 | 1,476,000 | ||||
Increase (decrease) in cash | 100 | 644,633 | -25,199 | ||||
CASH - Beginning of period | - | 100 | 644,733 | ||||
CASH - End of period | $ 100 | $ 644,733 | $ 619,534 | ||||
SUPPLEMENTAL DISCLOSURE: | |||||||
SUPPLEMENTAL DISCLOSURE: | - | - | 0 | ||||
Taxes Paid | - | - | 0 | ||||
SEE ACCOMPANYING ACCOUNTANTS' REPORT | |||||||
AMRUS TECHNOLOGIES, INC. | |||||
CONSOLIDATED | |||||
Common Stock | |||||
Shares | Amount | Retained Earnings (Deficit) | |||
December 31, 1998 | 100 | $ 100 | $ (89,767) | ||
Net loss(12/31/1999) |
| (6,067) | |||
December 31, 1999 | 100 | 100 | (95,834) | ||
Net loss (12/31/2000) | (14,333) | ||||
Common Stock Subscribed | 9,900 | 9,900 |
| ||
December 31, 2000 | 10,000 | 10,000 | (110,167) | ||
Net income (9/31/2001) | 649,700 | ||||
Common Stock Subscribed | 1,600,000 | 1,600,000 |
| ||
September 30, 2001 | 1,610,000 | $ 1,610,000 |
| $ 539,533 | |
SEE ACCOMPANYING ACCOUNTANTS' REPORT | |||||
AMRUS TECHNOLOGIES, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 2000
(INFORMATION AS OF SEPTEMBER 30, 2001 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2001 IS UNAUDITED)
Line of Business
AMRUS Technologies, Inc. (AMRUS) developed unique technologies to sterilize various media based on a hard electron beam generation. These technologies allow sterilizing large quantities of objects such as large volumes of mail, parcels, airflow's to buildings, water flows, food, medical applications and etc. It is suitable in defense against bacteriological weaponry and in prevention of harmful invasions and contaminations.
AMRUS Technologies, Inc. develops multifunctional miniature, state of the art sensing equipment for personal and industrial detection of biological life, poisonous chemicals, toxic elements, explosives, drugs and etc.
In combined installations of our e-Beam Sterilizer TMs (some models) with sensors it provides a higher security level against harmful bacteria and other dangerous substances.
AMRUS Technologies, Inc., and in joint ventures, are developers, manufacturers and distributors of technologies for sterilization with electron beam by generating a hard beam of electrons through air or any gases pointed to the target.
The Company develops technology for the next generation of solid-state lasers, such as super-wide band tunable lasers, inclusive lasers separating isotopes and for isotopic purification of materials for utilization by the new generation of computers.
AMRUS introduces new energy production technologies, newly developed building materials and the high-performance and a cost-effective system of building construction.
AMRUS installs fixed and hand held multifunctional sensing detectors to screen for explosives, bullets, chemical and biological weaponry.
The installed technology will scan entryways, driveways, sidewalks and etc. of federal and state buildings, private buildings, schools, industrial facilities, airport facilities, train stations and other objects as needed.
AMRUS has formed one of the most advanced scientific research and development joint venture and management team in the industry.
The company has patented technology and contracts with underlining patents which has an estimated market value of $450,000,000.00
Principle of Consolidation
The Company had a 100% ownership interest in Laser Technologies and Systems, Inc. which has been consolidated in these financial statements through September 30, 2001. All significant intercompany balances and transactions have been eliminated in consolidation.
Interim Financial Statements
The Financial information as of September 30, 2001, for the nine months ended September 30, 2001 is unaudited. These interim financial statements have been prepared on substantially the same basis as the audited financial statements and
In the opinion of management contain all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial information set forth herein.
Initial Public Offering
In October 2001, the Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission (SEC) that would permit the Company to sell shares of its common stock in connection with a proposed initial public offering of securities (IPO).
Property and Depreciation
Depreciation has been provided on the same basis for tax and financial accounting purposes using the straight-line, accelerated and declining balance methods. The estimated useful lives of the assets are as follows:
Equipment 5 - 7 years
Expenditures for maintenance and repairs are charged to operations and renewals and betterment's are capitalized.
Patents
Amortization has been provided on the same basis for tax and financial accounting purposes using the straight-line, accelerated and declining balance methods. The estimated useful lives of the assets are as follows:
Patents 17 years
Expenditures for maintenance and repairs are charged to operations and betterment's are capitalized.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Inventories
Inventories are included in prepaid expenses and other current assets and are stated at the lower of cost, primarily determined by the first-in, first-out method or market.
Customer Deposits
Customer deposits consists of some customers which we typically require an advance
Deposit. We record these deposits as a liability until revenue is recognized on the specific contract.
Revenue Recognition
In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) (No. 101) "Revenue Recognition in Financial Statements." Management believes the Company's revenue recognition policies are in accordance with the guidance provided by the SEC and therefore the Company's adoption of SAB No. 101 had no impact on the Company's results of operations or financial position.
The Company earns revenues through sale of research materials, providing research services to third parties. The company recognizes revenue under the contracts based on completion of performance under the respective contracts and where no ongoing obligation on the part of the Company exists. Direct Costs related to these contracts are reported as research and development expenses.
Research and Development Expenses
Research and development costs are expensed as incurred.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries are translated into United States Dollars at year-end exchange rates. Revenues, costs and expenses of foreign subsidiaries are translated at average exchange rates for each year
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Equipment $ 367,000
Less: accumulated depreciation_____-0-_
$ 367,000
3. OTHER ASSETS
Other assets consists of the following:
Patents$2,100,000
Patents are amounts paid for by the company to acquire total rights to patents.
4. LONG-TERM DEBT
Long-term debt consists of the following:
Loan payable- secured by patents,
payment due in monthly installment $367,000
Loan payable-secured by patents,
Technologies, and equipment, payment
Due in monthly installments500,000
867,000
Less: current maturities 624,000
$243,000
Long-term debt will mature as follows:
Period ending December 31, 2002 243,000
5. COMMITMENTS AND CONTINGENCIES
6. STOCKHOLDERS' EQUITY
Stockholders' Equity consists of the following:
7. RELATED-PARTY TRANSACTIONS
We are affiliated with Western States International, Inc. through common interest at the Stockholder level.
8. SUBSEQUENT EVENTS
