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/