UNITED STATES
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 0-25511
SILVER STATE VENDING CORPORATION
-----------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 88-0860379
---------- -------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
236 S. Rainbow Bl., Suite 468, Las Vegas, Nevada 89128
- ----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 363-0066
Securities registered under Section 12(b) of the Act:
Title of each class: n/a
Name of each exchange on which registered: n/a
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
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 [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year: $315.
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked price of such common equity, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of
the Exchange Act.)
None (No public market exist for the Company's common
stock.)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
As of December 31, 1999 the Company has issued and
outstanding 11,409,500 shares of common stock.
No documents have been incorporated by reference.
Transitional Small Business Disclosure Format: Yes [ ] No [x]
<PAGE> 1
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Silver State Vending Corporation (the "Company") was
organized as a Nevada corporation on September 30, 1996. The
Company currently provides coin-operated vending services to the
city of Las Vegas, Nevada. To date, the Company has concentrated
on the sale of bulk candy.
PRINCIPAL PRODUCTS AND MARKETS
Currently, the Company's revenue relies on the "VENDESIGN,"
four in one carousel machine, for the sale of bulk candy. The
Company will use national brand named candy products in its
machines, such as M&M peanuts, Mike & Ike, Boston Baked Beans,
Hot Tamales, Skittles, Jelly beans, and a variety of nut
products. In general, bulk candy ranges from gum balls to Swedish
mints, with the type of products used in the machines determined
by the location, foot traffic, age and type of audience, and in
many cases, the owner of where the machine is placed.
The "VENDESIGN," four in one carousel machine is one of the
most efficient machines in the market place. These machines
display 374 square inches of candy in four large canisters, while
occupying approximately one square foot of floor space.
Management believes that this is a great advantage over the
bulkier vending machines and enables the Company to place a
larger quantity of machines.
The Company's main focus has been on locating areas of high
traffic and visibility to place machines. Concentrating on the
performance of the machines, coupled with servicing and
maintaining of the machines the Company believes that a personal
relationship with their clients will increase productivity. The
Company feels that clients are historically being over looked or
even neglected after the placement of the machines. In today's
business world other companies have over-looked the need to be in
direct contact with clients, thus creating a market to those
companies that will devote time to the individual needs of each
client.
Mr. Burton, the Company's Secretary, plans to devote his
full attention to the affairs of the Company in the year 2000.
<PAGE> 2
METHODS OF DISTRIBUTION
The Company's business is dependent upon Management's
ability to place and service its vending machines. The Company
will rely upon Management's abilities and years of experience in
the vending industry.
The Company relies upon word-of-mouth and referrals to help
establish its client base. To date the Company has generated a
large portion of its client base from these referrals. When the
Company is able to better identify and focus on more specific
markets it will adjust its distribution methods accordingly.
SUPPLIERS
The Company obtains its bulk candy from a number of sources.
Its principal suppliers are Sam's Club, as well as Price Costco
wholesale distributors located in Las Vegas, Nevada. The Company
has no exclusive arrangements with any company and therefore, may
obtain its products from any source. Relationships have been
established at executive levels within the Company's suppliers in
order to ensure quality products, contain costs, and receive
superior service.
COMPETITION
The Company anticipates competition from the already
well-established national vending/bottling distributors such as,
the Pepsi-Cola Company, the Coca Cola Bottling Company of Las
Vegas, Frito-Lay Inc., and from local based operations such as
Horizon Vending Corporation, Snac's Incorporated, Southwest
Services, and Weymouth Distributing Company Inc., who offer
vending machines, bulk candy, service contacts, sales routes and
services similar to those of the Company. In this respect, the
Company plans to focus in three specific areas in which it
believes it has an advantage.
The Company believes it has three competitive advantages:
(A) Service. The Company believes the introduction of the
"VENDEDISN" vending machine will reflect quality, design and
buying appeal. The Company's goal is to provide machines that
give the public both quality machines, with fresh products, and
commit to maintain these machines frequently. The Company will
stay flexible by placing machines in all sectors of the market.
By placing the machines in high traffic areas, the Company's goal
is to stay flexible to the client's ideas and recognition of
need for certain bulk candy products. The ability to offer a one
<PAGE> 3
on one consultation with the client will be to the advantage of
the Company, by addressing the needs of each individual client
and working with them on a personal level, the Company can
provide for their specific needs.
(B) Quality. The Company realizes that the success of any
business is dependent on the quality of its vending products.
The Company believes that you get what you pay for. By offering
quality products and competitive prices, management believes it
will increase business as well as the profitability of the
Company, and have an advantage over competitors by rotating
products and finding the types of products that work in that
vending area. The quality and freshness of products and the
rotation of the products will insure the clients happiness and
satisfaction.
(C) Efficiency. The Company feels that time and efficiency
will be an important factor to many potential clients. After
receiving a contact for the Company's services, the client will
receive quick placement of the Company's machines with the
freshest products available in the hopes that it will enhance the
relationship with its clients. The area of placement of machines
is a very important element to the success of an individual
location. The Company will advise the client to the most
productive area of client's environment for placement.
Management's biggest challenge, and the determining factor of the
success of the Company, will be the productive placement of
machines.
SEASONALITY
Management is not aware of any seasonality in the vending
industry.
EMPLOYEES
The Company currently has only two employee, its President,
Raoul Ramirez and its Secretary, Arvon Burton. Mr. Ramirez does
not devote his full attention to the affairs of the Company. Mr.
Burton plans to devote his full attention to the affairs of the
Company in the year 2000. As growth of the Company continues,
additional employees will be added when necessary.
<PAGE> 4
ITEM 2. DESCRIPTION OF PROPERTY
The Company maintains a monthly rental with an organization
from which it rents an address/postal box and telephone answering
service. The annual rental on this space is approximately $180
and includes the use of a small desk area. The Company has not
signed a lease on this space. The Company utilizes a portion of
its Secretary's home (720 N. 23rd Street, Las Vegas, NV 89101)
for storing of bulk candy inventory.
The Company's lease of a 10x15 feet storage unit from West
Sahara Mini Storage at 6318 W. Sahara Ave., Las Vegas, NV 89102,
has expired. Management has elected to move the machines into
storage of its Secretary's home (720 N. 23rd Street, Las Vegas,
NV 89101).
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened in the last quarter of
1999. None of the Company's officers, directors, or beneficial
owners of 5% or more of the Company's outstanding securities is a
party adverse to the Company nor do any of the foregoing
individuals have a material interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not have any matters to submit for a
shareholders vote in the last quarter of 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company has no public trading market for its common
stock. Although the Company intends to seek a quotation for its
common shares on the Over-the-Counter Bulletin Board in the
future, there is no assurance the Company will do so, nor is
there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on some
other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to
purchase, or securities convertible into common equity of the
Company outstanding. The Company has not agreed to register any
shares of its common stock for any shareholder.
<PAGE> 5
The Company has not issued any new securities during the
last quarter of 1999.
STOCKHOLDERS
The Company's transfer agent, Silver State Transfer &
Registrar, confirms that, as of March 01, 1999, there are 43
shareholders of record for the Company.
DIVIDENDS
To date, the Company has not paid any dividends on its
common stock. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and
financial condition, and other relevant factors. The Board does
not intend to declare any dividends in the foreseeable future,
but instead intends to retain all earnings, if any, for use in
the Company's business operations. Under Nevada Corporate Law,
dividends may be paid out of surplus or, in case there is no
surplus, out of net profits for the fiscal year in which the
dividend is declared and/or the proceeding fiscal year.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite
468, Las Vegas, Nevada 89128. The Company's principal business is
providing bulk vending goods in Las Vegas, Nevada.
Results of Operations for the Period Ending December 31, 1999
- -------------------------------------------------------------
From September 30, 1996 (date of inception) to December 31,
1997, the Company generated no revenues. The Company did not
commence business operations in 1997.
The following is a discussion of the results of operations
for the year ended December 31, 1999.
Total revenues for the year ended December 31, 1999 were
$315 as compared to $905 in 1998, respectively. The decrease in
1999 is contributed to the fact that the Company has two machines
in operation versus 15 machines in 1998.
<PAGE> 6
Total costs and expenses increased for the year ended
December 31, 1999 as compared to 1998 by $5,053, to $11,387 from
$6,334. This increase was due in large part to the expenditure of
$8,545 in professional fees related to the preparation and filing
of the Company's Form 10-SB.
The net income for the year ended December 31, 1999 was
$(11,241) and was associated with the increase in the expenditure
in professional fees related to the preparation and filing of the
Company's Form 10-SB, quarterly reports and general expenses.
Liquidity and Capital Resources
Cash as of December 31, 1999 was $428 as compared to $9,776
as of December 31, 1998. The change was primarily the net of cash
$9,348, used by operating activities and the increase in the
expenditure in professional fees.
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. Mr. Burton, the Company's
secretary, plans to increase his active role in the day to day
operations of the company. The Company will rely on management's
abilities and years of experience in the vending industry, both
in the bulk and refrigerated vending sectors.
During the next twelve months, its cash requirements will be
minimal. The Company has approximately $428 which it believes
will not be sufficient to provide for the foregoing cash
requirements for day to day operations in the next twelve months,
as well as provide for costs associated with establishing its
client base, advertising and purchase of inventory.
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
<PAGE> 7
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.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-KSB
REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY
KNOWN AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY
VARY MATERIALLY.
YEAR 2000 ISSUES
- -----------------
Management has not encountered any problems with the
Company's accounting and operational systems. Management
believes the operating systems in which the company utilizes be
to compliant and fully operational.
The Company is not dependent on computers other than for its
internal bookkeeping which is done on a Microsoft office 2000
system. The Company has no relationship with any third parties
which are dependent on computers other than its bank.
ITEM 7. FINANCIAL STATEMENTS
<PAGE> 8
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31,1999, AND DECEMBER 31,1998
<PAGE> 9
TABLE OF CONTENTS
page number
INDEPENDENT ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statements of Cash Flows 5
Notes to the Financial Statements 6-7
<PAGE> 10
DAVID E. COFFEY 3651 LINDELL ROAD, SUITE A, LAS VEGAS, NEVADA 89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Silver State Vending Corporation
Las Vegas, Nevada
I have audited the accompanying balance sheets of Silver State Vending
Corporation (a development stage company) as of December 31, 1999, and
December 31, 1998, and the related statements of operations, cash flows, and
changes in stockholders' equity for the period from September 30, 1996, (date
of inception) to December 31, 1999. These statements are the responsibility of
Silver State Vending Corporation's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. 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 accompanying financial statements present fairly, in
all material respects, the financial position of Silver State Vending
Corporation as of December 31, 1999, and December 31, 1998, and the results of
operations, cash flows, and changes in stockholders' equity for the periods
then ended, as well as the cumulative period from September 30, 1996, in
conformity with generally accepted accounting principles.
/s/ David Coffey C.P.A.
David Coffey, C. P. A.
Las Vegas, Nevada
February 15, 2000
<PAGE> 11
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, December 31,
1999 1998
ASSETS ------------ ------------
Cash $ 428 $ 9,776
Prepaid expense 0 445
Deposits 420 420
Equipment less accumulated depreciation
of $147 and $63, respectively 6,183 6,267
------------ ------------
Total Assets $ 7,031 $ 16,908
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 2,239 $ 875
------------ ------------
Total Liabilities 2,239 875
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, authorized 5,000,000
shares at $.001 par value, no shares
Issued or outstanding 0 0
Additional paid-in capital 16,986 16,986
Deficit accumulated during the
development stage (23,603) (12,362)
------------ ------------
Total Stockholders' Equity 4,792 16,033
Total Liabilities and Stockholders' Equity $ 7,031 $ 16,908
============ ============
The accompanying notes are an integral part of
these financial statements.
- 2 -
<PAGE> 12
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
<TABLE>
<CAPTION>
For the three For the three For the twelve For the twelve Inception,
months ended months ended months ended months ended Sept. 30, 1996,
Dec.31,1999 Dec. 31, 1998 Dec.31,1999 Dec. 31, 1998 to Dec. 31, 1999
------------- ------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Sales $ 50 $ 165 $ 315 $ 905 $ 1,220
Cost of sales 27 28 169 316 485
------------- ------------- -------------- -------------- --------------
Gross margin 23 137 146 589 735
Expenses
Organizational expense 0 0 0 0 4,185
Advertising 0 0 0 125 125
Consulting 300 300 1,200 1,920 6,120
Depreciation 21 31 84 63 147
Licenses and fees 0 0 424 279 1,061
Office expenses 33 16 92 492 658
Professional fees 1,750 0 8,545 2,600 11,045
Rent 184 268 1,042 623 1,665
Travel 0 0 0 332 332
------------- ------------- -------------- -------------- --------------
Total expenses 2,288 615 11,387 6,334 24,338
Net income (loss) (2,265) (478) (11,241) (5,745) (23,603)
Deficit accumulated,
beginning of period (21,365) (11,884) (12,362) (6,617) 0
------------- ------------- -------------- -------------- --------------
Deficit accumulated
during the
development stage $ (23,630) $ (12,362) $ (23,603) $ (12,362)$ (23,603)
Earnings (loss) per share
assuming dilution: $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
============= ============= ============== =============== =============
Weighted average shares
outstanding 11,409,500 11,409,500 11,409,500 11,409,500 9,855,938
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 13
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 30,1996, ( Date of Inception) TO
DECEMBER 31, 1999
Common Stock Additional Total
Shares Amount Paid-in
Capital
------- ------- -------- -------
$ $ $
Balance, September 30, 1996 ---- ---- ---- ----
Issuance of common stock for cash,
September 30, 1996 1,000,000 1,000 0 1,000
Issuance of common stock for
services, September 30, 1996 8,000,000 8,000 0 8,000
Less net loss 0 0 0 (4,185)
---------- ------ ------ -------
Balance, December 31, 1996 9,000,000 9,000 0 4,815
Issuance of common stock for cash,
December 31, 1997 2,409,500 2,409 21,686 24,095
Less offering costs 0 0 (4,100) (4,100)
Less net loss 0 0 0 (2,432)
---------- ------ ------ -------
Balance, December 31, 1997 11,409,500 11,409 17,586 22,378
Less offering costs 0 0 (600) (600)
Less net loss 0 0 0 (5,745)
---------- ------ ------ -------
Balance, December 31, 1998 11,409,500 11,409 16,986 16,033
Less net loss 0 0 0 (11,241)
---------- ------ ------ -------
Balance, December 31, 1999 11,409,500 $ 11,409 $ 16,986 $ 4,792
The accompanying notes are an integral part of these financial statements
-4-
<PAGE> 14
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the three For the three For the twelve For the twelve Inception,
months ended months ended months ended months ended Sept. 30,1996,
Dec.31,1999 Dec.31,1998 Dec.31,1999 Dec.31,1998 to Dec. 31,1999
------------ ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (2,265)$ (478)$ (11,241)$ (5,745) $ (23,603)
Non-cash items included in net
loss Depreciation 21 31 84 63 147
Adjustments to reconcile net
loss to cash used by operating
activity
Inventory 27 0 0 0 0
Accounts payable 2,054 300 1,364 (1,310) 2,239
Deposits 0 0 0 0 (420)
Prepaid rent 184 267 445 (445) 0
------------ ------------- -------------- -------------- ---------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 21 120 (9,348) (7,437) (21,637)
CASH FLOWS USED BY
INVESTING ACTIVITIES
Equipment 0 0 0 6,330 6,330
------------ ------------- -------------- -------------- ---------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 6,330 6,330
CASH FLOWS FROM
FINANCING ACTIVITIES
Sale of common stock 0 0 0 0 11,409
Paid-in capital 0 0 0 0 21,686
Less offering costs 0 0 0 (600) (4,700)
------------ ------------- -------------- -------------- ---------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 (600) 28,395
NET INCREASE IN CASH 21 120 (9,348) (14,367) 428
CASH AT BEGINNING OF PERIOD 407 9,656 9,776 24,143 0
------------ ------------- -------------- -------------- ---------------
CASH AT END OF PERIOD $ 428 $ 9,776 $ 428 $ 9,776 $ 428
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 15
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on September 30, 1996, under
the laws of the State of Nevada. The business purpose of
the Company is to provide vending services to Southern
Nevada.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B EQUIPMENT
The vending equipment is carried at cost. Expenditures for
maintenance and repairs are charged against operations.
Renewals and betterments that materially extend the life of
the assets are capitalized.
Depreciation of the vending equipment is provided for using
the straight-line method over the estimated useful lives for
both federal income tax and financial reporting.
Only two of the thirty vending machines purchased are
currently producing income. The other machines are awaiting
vending locations.
NOTE C OFFERING COSTS
Offering costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.
NOTE D EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and
diluted EPS are the same.
-6-
<PAGE> 16
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
(continued)
NOTE E COMMON STOCK
The Company retained two of its stockholders and issued
them eight million shares of common stock in exchange for
their services. One of the stockholders was retained as
legal counsel in connection with public stock offering 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 $.001 per share.
The Company completed a public stock offering in December
of 1997 and sold 2,409,500 shares of its common stock
for $24,095 at $.01 per share. The net proceeds of the offering
were to be used to provide vending services to Southern
Nevada.
NOTE F RELATED PARTY TRANSACTIONS
The Company has paid two of its officers $1,000 each for
serving in their positions during the initial development stage
of the Company.
The Company retained two of its stockholders and issued
them eight million shares of common stock in exchange
for their services. One of the stockholders was retained as
legal counsel in connection with public stock offering 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 $.001 per share.
-7-
<PAGE> 17
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has used the same independent accountant since
its inception in September of 1996 and has not had any
disagreements with said independent accountant.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the directors and executive
officers of the Company, their ages, and all positions with the
Company.
Name Age Position
______________________________________________________________
Raoul Ramirez 42 President and a director
1205 Daytona Lane of the Company
Las Vegas, NV 89117
Arvon Burton 77 Secretary/Treasurer and director
720 N. 23rd Street the Company
Las Vegas, NV 89101
Raoul Ramirez, 42, is President and a director of the
Company. In 1987, Mr. Ramirez completed a joint
apprenticeship/correspondence program which specialized in fire
suppression, offered by the State University of Dallas, Texas.
From 1981 to 1985, Mr. Ramirez worked for Sun Automatic Fire
Sprinkler/Consolidated Auto Fire Systems Co. in El Paso, Texas.
From 1985 to 1987, Mr. Ramirez worked for West Coast Fire
Protection in Van Nuys, California. From 1987 to 1989, Mr.
Ramirez worked for Sierra Fire Protection in Las Vegas, Nevada.
From 1989 to 1995, Mr. Ramirez worked as a Field Fire Inspector
for Reynolds Electrical and Engineering Co., a Nevada based
company. From 1995 to 1996 Mr. Ramirez worked as a fire
Protection Systems Specialist for Tri State Fire Protection,
based in Las Vegas, Nevada and from 1997 to the present time, Mr.
Ramirez has been employed as a Certified Fire Inspector for
Certified Fire Protection, located in Las Vegas, Nevada. Mr.
Ramirez has decided to approach a new venture in the vending
business which is in great demand as expressed through the
clients of Certified Fire Protection.
<PAGE> 18
Arvon Burton, age 77, is Secretary/Treasurer and a director
of the Company. From 1956 to 1958, Mr. Burton was the Department
Manager and buyer for Vegas Village Department Stores located in
Las Vegas, Nevada. From 1958 to 1969 Mr. Burton was the Office
Personnel Manager for Seven-Up Bottling Company, located in Las
Vegas, Nevada. From 1978 to 1979, Mr. Burton worked for the
Seven-Up Bottling Company in Salt Lake City, Utah as the Manager
of the Fountain and Vending Department. From 1971 to 1990, Mr.
Burton was owner of General Health Foods, located Las Vegas,
Nevada. From 1990 to 1995, Mr. Burton was Manager of the Sensuous
Sandwich, located in Las Vegas, Nevada. From 1995 to 1996, Mr.
Burton was President and a director of Copy Systems, Inc., a
publicly traded corporation. Copy Systems has since been acquired
by Granatelli Performance Products, Inc. and is trading under the
symbol LUBR. From 1999 to 2000, Mr. Burton is a Funeral Director
for Palm Mortuary in Las Vegas, Nevada. Mr. Burton plans to
devote his full attention to the affairs of the Company in the
year 2000.
FAMILY RELATIONSHIPS
There are no family relationships among the Company's
directors and/or executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five
years, no present or former director or executive officer of the
Company:
(1) Has filed a petition under federal bankruptcy laws
or any state insolvency law, had a receiver, fiscal agent
or similar officer appointed by a court for the business or
property of such person, or any partnership in which she
was a general partner at or within two years before the
time of such filing, or any corporation or business
association of which she was an executive officer at or
within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named the
subject of a pending criminal proceeding (excluding traffic
violations and other minor offences);
(3) Was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily
enjoining her from or otherwise limiting her involvement in
any type of business, securities or banking activities; or
<PAGE> 19
(4) Was found by a court of competent jurisdiction in a
civil action, by the Securities and Exchange Commission or
the Commodity Futures Trading Commission to have violated
any federal or state securities law.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by
the Company's President since inception in September of 1996.
There are no other officers of the Company who have been paid any
compensation.
SUMMARY COMPENSATION
Name and Principal
All other
Position Year Compensation
- -------------------------------------------------------------
Raoul Ramirez 1999 -0-
President 1998 $1,000<F1>
1997 -0-
<F1> Mr. Ramirez received $1,000 as non-salary compensation
for his assistance in the organization of the Company. The
$1,000 was paid in January of 1998. No additional compensation in
any other form has been paid nor is there currently any plan or
arrangement for future compensation.
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights
granted to any executive officer since its inception through the
present date.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END
OPTION/SAR VALUE TABLE
Not applicable.
LONG TERM INCENTIVE PLANS
There are no long term incentive plans in effect and
therefore no awards have been given to any executive officer in
the past year.
<PAGE> 20
COMPENSATION OF DIRECTORS
The Company pays no fees to members of the Company's Board
of Directors for the performance of their duties as directors.
The Company has not established committees of the Board of
Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
The Company has no employment contracts in effect with any
of the members of its Board of Directors or its executive
officers nor are there any agreements or understandings with such
persons regarding termination of employment or change-in control
arrangements.
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of
March 12, 1999, with respect to the beneficial ownership of the
common stock by each officer and director of the Company, each
person (or group of persons whose shares are required to be
aggregated) known to the Company to be the beneficial owner of
more than five percent (5%) of the common stock, and all such
directors and executive officers of the Company as a group.
Unless otherwise noted, the persons named below have sole voting
and investment power with respect to the shares shown as
beneficially owned by them.
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
- -----------------------------------------------------------------
Common Raoul Ramirez<F1> 4,500,000<F2> 39%
1205 Daytona Lane
Las Vegas, NV 89117
Common Arvon Buton<F1> 500,000<F3> 4.4%
720 N. 23rd Street
Las Vegas, NV 89101
Common Charles R. Powell 4,500,000<F2> 39%
5900 Mira Costa
Las Vegas, NV 89108
Common All Officers and 5,000,000<F2> 43.4%
Directors as a Group
(2 Persons)
<PAGE> 21
<F1> An Officer and Director of the Company.
<F2> These shares are restricted.
<F3> These shares are control stock for which the resale is
limited under Rule 144(e) to 1% of the shares outstanding
every 90 days.
CHANGES IN CONTROL
The Company has no arrangements which might result in a
change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two
years or proposed transactions to which the Company has been or
proposed to be a party in which any officer, director, nominee
for officer or director, or security holder of more than 5% of
the Company's outstanding securities is involved.
The Company has no promoters other than its President, Raoul
Ramirez and its Secretary, Arvon Burton. There have been no
transactions which have benefitted or will benefit Mr. Ramirez or
Mr. Burton either directly or indirectly.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
23.0 Consent of Accountant
27.0 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the registrant during
the last quarter of the year ended December 31, 1999.
<PAGE> 22
SIGNATURES
In accordance with Section 13 or 15(d) 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
(Registrant)
Date: April 5, 2000 By: /s/ RAOUL RAMIREZ
--------------------------------
Raoul Ramirez
President and Chief Executive
Officer
Date: April 5, 2000 By: /s/ ARVON BURTON
--------------------------------
Arvon Burton
Chief Financial Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: April 5, 2000 By: /s/ RAOUL RAMIREZ
--------------------------------
Raoul Ramirez
Director
Date: April 5, 2000 By: /s/ RAOUL RAMIREZ
--------------------------------
Arvon Burton
Director
<PAGE> 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our report, dated March 24, 2000, in
this annual report on Form 10-KSB for Silver State Vending Corp.
/s/ DAVID COFFEY
David Coffey
Las Vegas, Nevada
March 24, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 428
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 420
<PP&E> 6,330
<DEPRECIATION> (147)
<TOTAL-ASSETS> 7,031
<CURRENT-LIABILITIES> 2,239
<BONDS> 0
0
0
<COMMON> 11,409
<OTHER-SE> (6,617)
<TOTAL-LIABILITY-AND-EQUITY> 7,031
<SALES> 315
<TOTAL-REVENUES> 315
<CGS> 169
<TOTAL-COSTS> 169
<OTHER-EXPENSES> 11,387
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,241)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,241)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,241)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
