U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from __________ to _______________
Commission file number: 0-25511
Silver State Vending Corporation
(Exact name of small business issuer as
specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88--0860379
(IRS Employer Identification No.)
236 S. Rainbow Blvd., Suite 496, Las Vegas, NV 89128
(Address of principal executive offices)
(702) 363-0066
(Issuer's telephone number)
Check whether the issuer (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 [ ]
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: 11,409,500
Transitional Small Business Disclosure Format:
Yes [ ] No [x]
<PAGE> 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed financial statements presented herein have been
prepared by the Company in accordance with the instructions to Form 10-QSB
and do not include all of the information and note disclosures required by
generally accepted accounting principles. These condensed financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the period ended December 31, 1998 included in the Company's Form
10-SB12G. The accompanying financial statements have not been examined by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management such financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
The results of operations for the nine months ended September 30, 1999 may not
be indicative of the results that may be expected for the year ending December
31, 1999.
<PAGE> 2
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999 AND September 30,1998
<PAGE> 3
TABLE OF CONTENTS
Page Number
-----------
ACCOUNTANT'S REPORT .................................... 1
FINANCIAL STATEMENT:
Balance Sheet .......................................... 2
Statement of Operations and Deficit
Accumulated During the Development Stage .............. 3
Statement of Changes in Stockholders' Equity ........... 4
Statement of Cash Flows ................................ 5
Notes to the Financial Statements ...................... 6
<PAGE> 4
DAVID E. COFFEY
3561 Lindell Rd, Suite A Las Vegas, NV 89103
CERTIFIED PUBLIC ACCOUNTANT
(702) 871-3979
To the Board of Directors and Stockholders
of Silver State Vending Corporation
Las Vegas, Nevada
The accompanying balance sheet of Silver State Vending Corporation
(a development stage company) as of September 30, 1999 and the
related statements of operations, stockholders' equity and cash
flows for the three months and nine months ended September 30, 1999
and 1998 and from inception on September 30, 1996 through September
30, 1999 were not audited by me and, accordingly, I do not express
an opinion on them. The accompanying balance sheet as of December
31, 1998 was audited by me and I expressed an unqualified opinion
on it in my report dated March 12, 1999.
/s/ DAVID COFFEY
David Coffey C.P.A.
October 22, 1999
<PAGE> 5
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1999 1998
----------- -----------
Unaudited
ASSETS
Cash $ 407 $ 9,776
Organizational costs less accumulated
amortization 1,670 2,298
Deposits 420 420
Prepaid expenses 184 445
Equipment less accumulated
depreciation 6,204 6,267
----------- -----------
Total Assets $ 8,885 $ 19,206
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable:
Trade $ 185 $ 875
----------- -----------
Total Liabilities 185 875
Stockholders' Equity
Common stock, authorized 20,000,000 shares
at $.001 par value, issued and outstanding
11,409,500 shares 11,409 11,409
Preferred stock, 5,000,000 shares
at $.001 per value, no shares issued
or outstanding 0 0
Additional paid-in capital 16,986 16,986
Deficit accumulated during
the development stage (19,695) (10,064)
----------- -----------
Total Stockholders' Equity 8,700 18,331
Total Liabilities and Stockholders'
Equity $ 8,885 $ 19,206
=========== ===========
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 6
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Three For the nine For the nine Inception
Months Ended Months Ended Months Ended Months Ended Sept. 30, 1996 To
Sept. 30, 1999 Sept. 30, 1998 Sept.30, 1999 Sept. 30, 1998 Sept. 30, 1999
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Sales $ 64 $ 324 $ 265 $ 740 $ 1,170
Cost of sales (47) (121) (169) (288) (486)
-------- ----------- --------- --------- -----------
Gross margin 17 203 96 452 685
Expenses
Amortization 209 209 628 628 2,515
Advertising 0 0 125 125 125
Consulting 300 300 900 1,620 4,820
Depreciation 21 32 63 32 126
Licensing and fees 110 204 424 279 1,061
Office expenses 43 45 61 476 627
Professional fees 850 0 6,795 2,500 9,295
Rent 321 266 858 355 1,479
Travel 0 0 0 332 332
-------- ----------- --------- --------- -----------
Total expenses 1,854 1,056 9,729 6,347 20,380
Net loss (1,837) ( 853) (9,633) (5,895) $ (19,695)
======== =========== ========= ========= ===========
Deficit accumulated,
beginning of period (17,858) (8,522) (10,062) (3,480)
-------- ----------- --------- ---------
Deficit accumulated
during the
development stage $(19,695) $ (9,375) $ (19,695) $ (9,375)
======== =========== ========= =========
Earnings (loss) per share
Assuming Dilution: $ (.00) $ (.00) $ (.00) $ (.00) $ (.00)
======== =========== ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 7
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM September 30, 1996 (Date of Inception)
To September 30, 1999
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capital Total
---------- -------- -------- ----------
<S> <C> <C> <C> <C>
Balance,
September 30, 1996 - $ - $ -- $ --
Issuance of common
stock for services 8,000,000 8,000 0 8,000
Issuance of common 1,000,000 1,000 0 1,000
stock for cash
Less net loss 0 0 0 (210)
---------- -------- -------- ----------
Balance,
December 31, 1996 9,000,000 9,000 0 8,790
Issuance of common
stock for cash 2,409,500 2,409 21,686 24,095
Less offering cost 0 0 (4,100) (4,100)
Less net loss 0 0 0 (3,272)
---------- -------- -------- ----------
Balance,
December 31, 1997 11,409,500 11,409 17,586 25,513
Less net loss 0 0 0 (6,582)
Less offering cost 0 0 (600) (600)
---------- -------- -------- ----------
Balance,
December 31, 1998 11,409,500 $ 11,409 $ 16,986 $ 18,331
Less net loss 0 0 0 (3,147)
---------- -------- -------- ----------
Balance,
March 31, 1999 11,409,500 $ 11,409 $ 16,986 $ 15,184
Less net loss 0 0 0 (4,647)
---------- -------- -------- ----------
Balance,
June 30, 1999 11,409,500 11,409 16,986 15,184
Less net loss 0 0 0 (1,837)
---------- -------- -------- ----------
Balance
September 30, 1999 11,409,500 $ 11,409 $ 16,986 $ 8,700
========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 8
THE SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(With Cumulative Figures From Inception)
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Three For the Six For the Six Inception
Months Ended Months Ended Months Ended Months Ended Sept. 30, 1996
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998 To Sept.30, 1999
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (1,837) $ (853) $ (9,633) $ (5,895) $ (19,695)
Noncash expenses included in net loss
Amortization 209 209 628 627 2,514
Depreciation 21 32 63 32 126
(Decrease)Increase in accounts payable ( 47) 390 (690) (1,610) 176
Increase in deposits 0 0 0 0 (420)
Decrease(Increase) in prepaid expenses 276 266 259 (713) (174)
(Increase)Decrease in Inventory 0 16 0 0 0
--------- --------- ---------- ----------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (1,378) 60 (9,369) (7,557) (17,473)
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 0 0 0 0 185
Purchase of equipment 0 1,330 0 6,330 6,330
--------- --------- ---------- ----------- -----------
NET CASH USED BY
INVESTING ACTIVITIES 0 1,330 0 6,330 6,515
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 0 0 2,409
Additional paid-in capital 0 0 0 0 21,686
Less offering costs 0 0 0 600 (700)
--------- --------- ---------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 600 24,395
--------- --------- ---------- ----------- -----------
NET INCREASE(DECREASE) (1,378) (1,270) (9,369) (14,487) $ 407
===========
CASH AT BEGINNING OF PERIOD 1,785 10,926 9,776 24,143
--------- --------- ---------- -----------
CASH AT END OF PERIOD $ 407 $ 9,956 $ 407 $ 9,656
========= ========= ========== ===========
Supplemental disclosure of cash flow information:
Issuance of common stock in exchange
for services $ 8,000
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 9
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
September 30, 1999 and September 30, 1998
NOTES TO THE FINANCIAL STATEMENTS
Silver State Vending Corporation (the Company) has elected to omit
substantially all footnotes to the financial statements for the
nine months ended September 30, 1999, since there have been no
material changes (other than indicated in other footnotes) to the
information previously reported by the Company in the audited
financial statements for the fiscal year ended December 31, 1998 as
filed in the Registration Statement filed on Form 10-SB.
UNAUDITED INFORMATION
The information furnished herein was taken from books and records
of the Company without audit. However, such information reflects
all adjustments which are, in the opinion of management, necessary
to properly reflect the results of the period presented. The
information presented is not necessarily indicative of the results
from operations expected for the full fiscal year.
-6-
<PAGE> 10
Item 2. Management's Discussion and Analysis or Plan of
Operation
This Form 10-QSB includes, without limitation, certain
statements containing the words "believes", "anticipates",
"estimates", and words of a similar nature, which constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to
provide prospective information about themselves so long as they
identify these statements as forward looking and provide meaningful,
cautionary statements identifying important factors that could cause
actual results to differ from the projected results. All statements
other than statements of historical fact made in this Form 10-QSB are
forward-looking. In particular, the statements herein regarding the
placing of equipment, future cash requirements, future profitablity
and year 2000 issues are forward-looking statements. Forward-looking
statements reflect management's current expectations and are
inherently uncertain. The Company's actual results may differ
significantly from management's expectations.
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite 496,
Las Vegas, Nevada 89128. The Company's principal business is
providing bulk vending goods to the greater Las Vegas area, as well
as southern Nevada.
Results of Operations for the nine Months Ended September 30, 1999.
- -------------------------------------------------------------------
Revenues for the nine months ended September 30, 1999 were $265,
which is $475 less than the $740 in revenue for the nine months ended
September 30, 1998. Management of the Company attributes this
decreased revenue to having less vending machines in service during
this period in 1999. Conversely, the Company's expenditures increased
during the nine months ended September, 1999 by $3,382. During the
first nine months of 1998 the Company's expenses were $6,347 vs.
$9,729 during the same period of 1999. Management attributes the
increased expenses to the cost associated with the preparation of
quarterly financial reports and filing in compliance with SEC
reporting requirements.
The net income for the nine months ended September 30, 1999 was
$(9,633) as compared to $(5,895) during the nine months ended
September, 1998. This represents a decrease in net income of $3,738,
due in large part to the decrease in income and the increase in
expenditures.
Liquidity and Capital Resources
- -------------------------------
Cash as of September 30, 1999 was $407 as compared to $9,776 as
of September 30, 1998.
<PAGE> 11
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
dependent upon management's ability to place and service the
Company's vending machines. The Company will rely upon management's
abilities and years of experience in the vending industry.
Management of the Company is currently seeking a locator company
that specializes in placing vending machines in high profile
locations. Management intends to evaluate the feasibility of using
such a service once enough information is collected with which to
evaluate. The Company has not yet entered into any negotiation or
agreements with any such service.
During the next twelve months, the Company's cash requirements
will include its lease payments on the Company's office space in Las
Vegas, Nevada, as well as rental of storage space and miscellaneous
overhead. Management believes that the Company's existing cash
resources and limited revenues generated from operations will not be
sufficient to fund the Company's ongoing operations and foregoing
cash requirements for day to day operations in the next twelve
months.
If the Company does not succeed in seeing limited revenues or,
at minimum, the potential of limited revenues, in the next twelve
months, it may be forced to discontinue operations unless it is able
to raise sufficient capital to continue pursuing its business plan.
Management is not experienced in developmental companies and may not
have estimated its needs for advertising and associated expenses in
acquiring a client base accurately. The Company may require
additional funds and time to achieve these goals. Even if the Company
begins generating revenues, it could require additional funding for
expansion. It may be difficult for the Company to succeed in securing
additional financing. The Company may be able to attract some private
investors, or officers and directors may be willing to make
additional cash contributions, advancements or loans. Or, in the
alternative, the Company could attempt some form of debt or equity
financing. However, there is no guarantee that any of the foregoing
methods of financing would be successful. If the Company fails to
achieve at least a portion of its business goals in the next twelve
months with the funds available to it, there is substantial
uncertainty as to whether it will continue operations.
YEAR 2000 ISSUES
The Company has conducted a comprehensive review of its
computer, telephone and alarm systems to identify the systems that
could be affected by the Year 2000 issue and is developing an
implementation plan to resolve the issue. The issue pertains to
whether or not computer systems will properly recognize date-
sensitive information when the year changes to 2000.
<PAGE> 12
Management believes that the Company's accounting and
operational systems are year 2000 compliant. The Company is not
dependent on computers other than for its internal bookkeeping which
is done on a system that is Year 2000 compliant, Microsoft Office
2000. The Company has no relationship with any third parties which
are not Y2K compliant. The Company's bank has reported that it is
Year 2000 compliant.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item Description
--------
- ----------------------------------------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed for the quarter ended
September 30, 1999.
Items 1, 2, 3, 4 and 5 of Part II have been omitted as inapplicable
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.
SILVER STATE VENDING CORPORATION
November 5, 1999 By: /s/ ARVON BURTON
Arvon Burton
Treasurer (Chief Financial Officer)
and duly authorized officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 407
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,274
<PP&E> 6,330
<DEPRECIATION> (126)
<TOTAL-ASSETS> 8,885
<CURRENT-LIABILITIES> 185
<BONDS> 0
0
0
<COMMON> 11,409
<OTHER-SE> (2,709)
<TOTAL-LIABILITY-AND-EQUITY> 8,885
<SALES> 265
<TOTAL-REVENUES> 265
<CGS> 169
<TOTAL-COSTS> 169
<OTHER-EXPENSES> 9,729
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,633)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,633)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
