United States
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 EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File number 000-25559
Silver State Vending Corporation
---------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 860860379
________________________________ ________________
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
236 S. Rainbow Blvd., Ste. 496
-------------------------------------------
(Address of principal executive offices)
Issuer's Telephone Number: (702) 363-0065
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 [ ]
The number of shares outstanding of the issuer's common stock par value $.01
per share, as of November 11, 1999 was 9,508,461.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No[x]
<PAGE> 1
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
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, 1999 included in the Company's Form 10KSB
filed with the SEC.
The accompanying financial statements have been reviewed by independent
accountants in accordance with generally accepted accounting principles, and
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 three months ended March 31, 2000 may not be indicative of
the results that may be expected for the year ending December 31, 2000.
<PAGE>
Silver State Vending Corporation
Balance Sheet
as of
March 31, 2000
and December 31, 1999
and
Statements of Income
for the Three Months Ending
March 31, 2000 and 1999
and the Period September 30, 1996 (Inception)
to March 31, 2000
and
Statements of Cash Flows
for the Three Months Ending
March 31, 2000 and 1999
and for the period September 30, 1996 (Inception)
to March 31, 2000
TABLE OF CONTENTS
Page
Independent Accountant's Review Report ...........................a1
Balance Sheet.....................................................a3
Income Statement..................................................a4
Statement of Cash Flows...........................................a5
Notes to Financial Statements.....................................a6
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Silver State Vending Corporation
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of Silver State Vending
Corporation (a development stage company) as of March 31, 2000 and the related
statements of income for the three-month periods ending March 31, 2000 and
1999 and for the period September 30, 1996 (Inception) to March 31, 2000, and
statements of cash flows for the three-month periods ending March 31, 2000 and
1999 and for the period September 30, 1996 (Inception) to March 31, 2000.
These financial statements are the responsibility of the Company's management.
I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, I do not
express such an opinion.
Based on my reviews, I am not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Another auditor has previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Silver State Vending Corporation (a
development stage company) as of December 31, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended
(not presented herein) and in his report dated February 15, 2000, he expressed
an unqualified opinion on those financial statements.
/s/G. Brad Beckstead, CPA
June 12, 2000
Las Vegas, Nevada
License #2701
a1
<PAGE>
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
June 12, 2000
To Whom It May Concern:
The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of
June 12, 2000, on the Financial Statements of Silver State Vending Corporation
for the quarter March 31, 2000, in any filings which are necessary now or in
the near future to be filed with the US Securities and Exchange Commission.
Signed,
/s/ G. Brad Beckstead, CPA
Nevada License #2701
a2
<PAGE>
Silver State Vending Corporation
(a Development Stage Company)
Balance Sheet
March 31, 2000 and December 31, 1999
(Unaudited)
March 31, December 31,
2000 1999
Assets
Current assets:
Cash $ 370 $ 428
Total current assets 370 428
Property and equipment:
Fixed assets 6,330 6,330
Less: accumulated depreciation (184) (147)
-------- -------
Total property and equipment 6,146 6,183
-------- -------
Other assets:
Deposits 420 420
-------- --------
Total Assets $ 6,936 $ 7,031
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 4,489 $ 2,239
--------- ---------
Total current liabilities 4,489 2,239
--------- ---------
Total Liabilities 4,489 2,239
--------- ---------
Stockholders' Equity:
Preferred stock; $0.001 par value; 5,000,000 shares
authorized, no shares
issued or outstanding 0 0
Common stock; $0.001 par value; 20,000,000 shares
authorized; 11,409,500 shares
issued and outstanding 11,409 11,409
Additional paid-in capital 16,986 16,986
Accumulated deficit prior
to the development stage (25,948) (23,603)
---------- ---------
Total stockholders' equity 2,447 4,792
---------- ---------
Total Liabilities and Stockholders' Equity $ 6,936 $ 7,031
========= ========
a3
<PAGE>
Silver State Vending Corporation
(a Development Stage Company)
(Unaudited)
Income Statement
For the Three Months Ending March 31, 2000
and March 31, 1999,
and For the Period
September 30, 1996 to March 31, 2000
September 30,
Three Months 1996 (Date of
Ending March 31, Inception) to
2000 1999 2000
------------------------- -----------
Revenue $ 55 $ 104 $ 1,275
Cost of sales 64 80 550
-------- -------- ---------
Gross profit (9) 24 725
-------- --------- --------
Expenses:
Accounting 1,500 0 4,000
Amortization 0 209 4,185
Advertising 0 0 125
Consulting 0 300 5,120
Depreciation 37 21 184
Licenses and fees 775 2,364 1,835
Office expense 24 0 682
Professional fees 0 0 8,545
Rent 0 267 1,665
Travel 0 0 332
------- ------- ------
Total expenses 2,336 3,161 26,673
-------- ------- -------
Net (loss) income $ (2,345) $ (3,137) $ (25,948)
======== ======== ========
Weighted average number of
common shares outstanding 11,409,500 11,409,500 11,409,500
========== ========== ===========
Net loss per share $ 0 $ 0 $ 0
========== ========== ===========
a4
<PAGE>
Silver State Vending Corporation
(a Development Stage Company)
(Unaudited)
Statement of Cash Flows
For the Three Months Ending March 31, 2000 and 1999
and For the Period September 30, 1996 (Inception) to March 31, 2000
September 30,
1996 (Date of
Three Months Ending December 31, Inception) to
March 31,
2000 1999 2000
-------- ---------- ------------
Cash flows from
operating activities
Net (loss) income $ (2,345) $ (3,137) $ (25,948)
Adjustments to reconcile net
income to net cash used
by operating activities:
Depreciation expense 37 209 184
Amortization expense 0 21 0
Services provided in
exchange for stock 8,000
(Increase) decrease in:
Prepaid expenses 0 257 0
Deposits (420)
Increase (decrease) in:
Accounts payable 2,250 (383) 4,489
Net cash used by --------- ---------- --------
operating activities (58) (3,033) (13,695)
---------- -------- ---------
Cash flows from investing activities
Purchase of equipment - - (6,330)
--------- -------- ----------
Net cash provided (used)
by investing activities 0 0 (6,330)
--------- --------- --------
Cash flows from financing activities
Issuance of common stock 0 0 3,409
Additional paid-in capital 21,686
Offering costs 0 0 (4,700)
---------- ---------- --------
Net cash provided by
financing activities 0 0 20,395
--------- ---------- -----------
Net (decrease) increase
in cash (58) (3,033) 370
Cash - beginning 428 9,776 0
Cash - ending $ 370 $ 6,743 $ 370
========== ======== ========
Supplemental disclosures:
Interest paid $ 0 $ 0 $ 0
======== ========= =========
Income taxes paid $ 0 $ 0 $ 0
=========== =========== =========
Non-cash financing activities:
Common stock issued in
exchange for services $ 0 $ 0 $ 8,000
========== ========== ========
a5
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
Note 1 History and organization of the company
The Company was organized on September 30, 1996 (Date of Inception) under the
laws of the State of Nevada, as Silver State Vending Corporation. The Company
has limited operations, and in accordance with SFAS #7, the Company is
considered a development stage company.
Note 2 Accounting policies and procedures
Accounting policies and procedures have not been determined except as follows:
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 March 31, 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 March 31, 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.
Equipment
The vending equipment is carried at cost. Expenditures for the maintenance
and repair are charged against aoperations. Renewals and betterments that
materially extend the life of the assets are capitalized.
The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight-line method of depreciation over the
estimated useful lives.
Only three of the thirty vending machines purchased are currently producing
income. The other machines are awaiting vending locations..
Year end
The Company has adopted December 31 as its fiscal year end.
a6
<PAGE>
Note 2 Accounting policies and procedures (continued)
Offering costs
Offering costs are reported as a reduction in the amount of paid-in capital
received for sale of the shares.
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 April 21, 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
The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On September 30, 1996, the Company issued 1,000,000 shares of its $0.001 par
value common stock in exchange for cash of $1,000.
On September 30, 1996, the Company issued 8,000,000 shares of its $0.001 par
value common stock in exchange for services provided by two of its
stockholders (see Note 7).
On December 31, 1997, the Company issued 2,409,500 shares of its $0.001 par
value common stock in exchange for cash of $24,095. Of the cash received,
$21,686 is considered additional paid-in capital.
On December 31, 1997, the Company paid $4,100 in offering costs in connection
with the sale of its $0.001 par value common stock.
In 1998, the Company paid $600 in offering costs in connection with the sale
of its $0.001 par value common stock.
There have been no other issuances of common stock or preferred stock.
a7
<PAGE>
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. Without realization of obtaining additional capital the Company
intends to raise through the placement and servicing of its vending machines,
it would be unlikely for the Company to continue as a going concern.
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 6 Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
Note 7 Related Party Transactions
The Company retained two of its stockholders and issued a total of 8,000,000
in exchange for their services. One of the stockholders was retained as legal
counsel in connection with public stock offerings and the other was retained
in connection with the organization of the Company and preparation of the
business plan. These services were valued at $8,000 or $0.001 per share.
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
profitability 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 three Months Ended March 31, 2000.
-------------------------------------------------------------------
Revenues for the three months ended March 31, 2000 were $55, which is
$49 less than the $104 in revenue for the three months ended September 30,
1999. Management of the Company attributes this decreased revenue to having
less vending machines in service during this period in 1999.
The net income for the three months ended March 31, 2000 was $(2,345)
as compared to $(3,137) during the three months ended March 31, 1999.
Liquidity and Capital Resources
- -------------------------------
Cash as of March 31, 2000 was $370 as compared to $9,776 as of March 31, 1999.
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.
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
March 31, 2000.
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
June 15, 2000 By: /s/ ARVON BURTON
Arvon Burton
Treasurer (Chief Financial Officer)
and duly authorized officer
