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/