U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10QSB
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD 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 0-25177
-------
Advanced Engine Technologies, Inc.
----------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1358194
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9909 Osuna Road NE, Albuquerque, NM 87111
-----------------------------------------
(Address of principal executive offices) (Zip Code)
(505) 323-7341
--------------
(Issuer's telephone number, including area code)
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. December 31, 1999 - 22,925,000 shares
of common stock.
Transitional Small Business Disclosure Form Yes No x
--- ---
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL REPORT
DECEMBER 31, 1999
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Page
ACCOUNTANTS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statements of Operations 3
Statement of Stockholders' Equity 5
Statements of Cash Flows 7
Notes to Financial Statements 9
<PAGE>
NEFF & RICCI LLP
- ----------------
CERTIFIED PUBLIC ACCOUNTANTS
7001 PROSPECT PLACE NE
ALBUQUERQUE, NM 87110
Accountants' Report
Advanced Engine Technologies, Inc.
(A Development Stage Company)
We have compiled the accompanying balance sheet of Advanced Engine Technologies,
Inc. (a development stage company) as of December 31, 1999 and the related
statements of operations, changes in stockholders' equity and cash flows for the
quarter and the six months ended December 31, 1998 and December 31, 1999, and
the period from September 23, 1996 (inception) through December 31, 1999, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
/s/ Neff & Ricci LLP
- --------------------
Albuquerque, New Mexico
January 31, 2000
1
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 1999
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,149,380
------------
FIXED ASSETS
Furniture 7,523
Computer equipment 44,156
Manufacturing equipment and tooling 71,626
Less accumulated depreciation (33,435)
------------
Total fixed assets 89,870
------------
OTHER ASSETS
Patent rights, net of accumulated
amortization of $106,097 1,512,215
Patent, copyrights and designs, net of
accumulated amortization of $9,479 34,271
------------
Total other assets 1,546,486
------------
Total assets $ 3,785,736
============
LIABILITIES AND STOCKHOLDERS' EQUITY
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock-50,000,000 shares authorized,
22,925,000 issued and outstanding; $.001 value $ 22,925
Additional paid-in capital 5,853,825
Deficit accumulated during the development stage (2,091,014)
------------
Total stockholders' equity 3,785,736
------------
Total liabilities and stockholders' equity $ 3,785,736
============
See accompanying notes and accountants' report.
2
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Ended December 31, 1999 and 1998 and the
Period From September 23, 1996 (Inception)
Through December 31, 1999
9/23/96
(Inception)
Through
1999 1998 12/31/99
Operating expenses $ 733,456 210,061 1,631,901
Research and development expenses - 525,000 525,000
---------------------------------------
Loss from operations (733,456) (735,061) (2,156,901)
Interest income 18,691 7,403 65,887
---------------------------------------
Net loss $ (714,765) (727,658) (2,091,014)
=======================================
Basic net loss per share $ (0.031) (0.034) (.097)
=======================================
Weighted average number of common
shares outstanding 22,775,000 21,654,167 21,122,196
=======================================
See accompanying notes and accountants' report.
3
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (CONTINUED)
Quarter Ended December 31, 1999 and 1998
1999 1998
Operating expenses $ 237,330 101,782
Research and development expenses - 525,000
----------------------------
Loss from operations (237,330) (626,782)
Interest income 14,475 2,443
----------------------------
Net loss $ (222,855) (624,339)
============================
Basic net loss per share $ (.010) (0.029)
============================
Weighted average number of common
shares outstanding 22,925,000 21,708,333
============================
See accompanying notes and accountants' report.
4
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Period From September 23, 1996 (Inception)
Through December 31, 1999
<TABLE>
<CAPTION>
Equity
(Deficit)
Accumulated
Common Stock Additional During the
--------------------- Paid-in Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Issuance of common stock
to parent corporation for
license rights (Note 3) 20,000,000 $ 20,000 (18,000) - 2,000
Issuance of common stock
for services (Note 3) 600,000 600 5,400 - 6,000
Issuance of common stock
for cash (Note 5) 499,200 499 498,701 - 499,200
Net loss - - - (164,233) (164,223)
-----------------------------------------------------------------------
Balance, June 30, 1997 21,099,200 21,099 486,101 (164,233) 342,967
Issuance of common stock
for cash (Note 5) 500,800 501 500,299 - 500,800
Net loss - - - (309,635) (309,635)
-----------------------------------------------------------------------
Balance, June 30, 1998 21,600,000 21,600 986,400 (473,868) 534,132
Issuance of stock for assets
and services (Note 5) 325,000 325 568,425 - 568,750
Issuance of common stock
for cash (Note 5) 400,000 400 1,999,600 - 2,000,000
Net loss - - - (902,381) (902,381)
-----------------------------------------------------------------------
Balance, June 30, 1999 22,325,000 22,325 3,554,425 (1,376,249) 2,200,501
See accompanying notes and accountants' report.
</TABLE>
5
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)
Period From September 23, 1996 (Inception)
Through December 31, 1999
<TABLE>
<CAPTION>
Equity
(Deficit)
Accumulated
Common Stock Additional During the
------------------- Paid-in Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance forward 22,325,000 $ 22,325 3,554,425 (1,376,249) 2,200,501
Issuance of stock for assets
and services (Note 5) 200,000 200 299,800 - 300,000
Issuance of stock
for cash (Note 5) 400,000 400 1,999,600 - 2,000,000
Net loss - - - (491,910) (491,910)
--------------------------------------------------------------------
Balance, September 30, 1999 22,925,000 22,925 5,853,825 (1,868,159) 4,008,591
Net loss - - - (222,855) (222,855)
--------------------------------------------------------------------
Balance December 31, 1999 22,925,000 $ 22,925 5,853,825 (2,091,014) 3,785,736
====================================================================
See accompanying notes and accountants' report.
</TABLE>
6
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 1999 and 1998
and the Period From September 23, 1996 (Inception)
Through December 31, 1999
9/23/96
(Inception)
Through
1999 1998 12/31/99
Reconciliation of net losses to net
cash provided by operations:
Net loss $ (714,765) (727,658) (2,091,014)
Depreciation and amortization 99,374 3,068 149,011
Issuance of common stock for
assets and services 300,000 525,000 876,750
Changes in current assets and liabilities:
Prepaid expenses 8,216 (15,000) -
Accounts payable (2,881) (31,283) -
-----------------------------------
Net cash flows applied to
operating activities (310,056) (245,873) (1,065,253)
-----------------------------------
Cash flows from investing activities:
Equipment purchases (5,767) (13,721) (123,306)
Intangible purchases (96,592) - (1,662,061)
-----------------------------------
Net cash flows applied to
investing activities (102,359) (13,721) (1,785,367)
-----------------------------------
Cash flows from financing activities:
Issuance of common stock 2,000,000 - 5,000,000
Loan proceeds - - 50,000
Loan payments - - (50,000)
-----------------------------------
Net cash flows provided by
financing activities 2,000,000 - 5,000,000
-----------------------------------
Net increase (decrease) in cash 1,587,585 (259,594) 2,149,380
Cash at beginning of period 561,795 545,435 -
-----------------------------------
Cash at end of period $ 2,149,380 285,841 2,149,380
===================================
See accompanying notes and accountants' report.
7
<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
Quarter Ended December 31, 1999 and 1998
1999 1998
Reconciliation of net losses to net
cash provided by operations:
Net loss $ (222,855) (624,339)
Depreciation and amortization 49,687 2,167
Issuance of common stock for
assets and services - 525,000
Changes in current assets and liabilities:
Prepaid insurance 3,288 (15,000)
------------------------
Net cash flows applied to
operating activities (169,880) (112,172)
------------------------
Cash flows from investing activities:
Equipment purchases - (12,892)
------------------------
Net decrease in cash (169,880) (125,064)
Cash at beginning of period 2,319,260 410,905
------------------------
Cash at end of period $ 2,149,380 285,841
========================
See accompanying notes and accountants' report.
8
<PAGE>
ADVANCED ENGINE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1. NATURE OF BUSINESS
Advanced Engine Technologies, Inc. (the Company), originally a subsidiary of OX2
Engine (Distribution) Ltd. (OX2), was incorporated under the laws of Colorado
and began operations on September 23, 1996. The Company was formed to acquire
the rights to manufacture, distribute and market an OX2 Engine combustion engine
throughout the United States, Canada and Mexico. On October 18, 1996 the Company
entered into a contract with OX2, which was incorporated in the Republic of
Vanuatu, whereby the Company acquired the rights to manufacture, distribute and
market the OX2 combustion engine. As part of this contract the Company issued
20,000,000 shares of its common stock and was to issue an additional 19,000,000
upon the completion of certain tests (see Note 3). In addition, OX2 has the
right to appoint two of the Company's directors. In December 1998, both parties
agreed to cancel the requirement to issue the additional 19,000,000 shares. As
of June 30, 1998, OX2 owned approximately 62 percent of the Company's
outstanding shares.
During the year ended June 30, 1999, OX2 transferred its ownership interest to
various successor entities, none of which individually has a controlling
interest. These successor entities have common ownership and as a group may have
a controlling interest in the Company.
In May of 1999, the Company acquired the worldwide patent rights for the OX2
engine from OX2. The Company will take responsibility for patent maintenance and
enforcement.
As of December 31, 1999, the Company's operations consisted of obtaining capital
and marketing the OX2 combustion engine. Management does not expect to generate
significant sales revenue until fiscal year 2001. Accordingly, planned principal
operations have not commenced and the Company is a development stage enterprise.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents. Cash and cash equivalents include all cash balances
and highly liquid debt instruments with an original maturity of three months or
less. The Company's cash is deposited in a Colorado financial institution and is
insured only up to $100,000 by the Federal Deposit Insurance Corporation. Cash
equivalents consist of commercial paper.
Fixed Assets. Fixed assets are stated at cost. Depreciation expense is
calculated using the straight-line method over the estimated useful lives of the
assets, which range from 5 to 10 years.
9
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Other Assets. Patent rights are amortized on a straight-line basis over the
remaining estimated useful life of 10 years. The patents, copyrights and designs
are amortized on a straight-line basis over the remaining estimated useful life
of 5 years. The Company continually reviews other assets to assess
recoverability from estimated future net cash flows. To date, these reviews have
not resulted in a reduction of other assets.
Income Taxes. The Company accounts for its income taxes using the liability
method. Under this method, deferred tax liabilities and assets are determined
based on the difference between the financial statement carrying amounts and tax
basis of assets and liabilities using enacted tax rates in effect in the years
in which the differences are expected to reverse. The Company has provided a
valuation allowance to offset the benefit of any net operating loss
carryforwards or deductible temporary differences.
Research and Development Costs. Research and development costs are expensed as
incurred.
Advertising Costs. The Company expenses advertising costs as incurred.
Advertising costs amounted to $18,844 and $135 for the quarter ended December
31, 1999 and 1998, respectively, and $67,703 and $334 for the six months ended
December 31, 1999 and 1998, respectively, and $157,953 from September 23, 1997
(inception) to December 31, 1999.
Loss per share. Loss per share is computed on the basis of the weighted average
number of common shares outstanding during the year and did not include the
effect of potential common stock as their effect would be antidilutive. The
numerator for the computation is the net loss and the denominator is the
weighted average shares of common stock outstanding.
Use of 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
10
<PAGE>
NOTE 3. RELATED PARTY TRANSACTIONS
The Company paid consulting fees to its former President, who is also a
shareholder and director, in the amount of $250,978 from September 23, 1996
(inception) to December 31, 1999 including $19,885 and $22,030 for the quarter
ended December 31, 1999 and 1998, respectively, and $39,775 and $41,530 for the
six months ended December 31, 1999 and 1998, respectively.
The Company paid administrative fees and reimbursed expenses to a company that
is owned by one of its shareholders in the amount of $240,636 from September 23,
1996 (inception) to December 31, 1999 including $9,543 and $4,061 for the
quarter ended December 31, 1999 and 1998, respectively, and $24,949 and $10,167
for the six months ended December 31, 1999 and 1998, respectively.
In October 1996, the Company issued 600,000 shares of its common stock to one of
its founders in exchange for his services in organizing the Company. The
transaction was recorded at the estimated fair market value of the services
provided ($6,000), as this was more readily determinable.
Also in October 1996, the Company entered into a contract with OX2 whereby the
Company acquired the rights to manufacture, distribute and market the OX2
combustion engine in the United States, Canada and Mexico for the life of the
world-wide patent. As part of this contract, the Company issued 20,000,000
shares of its common stock and was to issue an additional 19,000,000 upon the
completion of emission tests. In December 1998, both parties agreed to cancel
the requirement to issue the additional 19,000,000 shares. The Company is also
to pay a royalty of 15 percent of the gross proceeds of its revenue. In
addition, OX2 has the right to appoint two of the Company's directors. As of
December 31, 1999, OX2 had appointed one director who was also the Company's
President until December 1999. In May 1999, the Company acquired the worldwide
patent rights for the OX2 engine from OX2. The Company will take responsibility
for patent maintenance and enforcement.
NOTE 4. INCOME TAXES
At December 31, 1999 the Company had deferred tax assets amounting to
approximately $814,000. The deferred tax assets consist primarily of the tax
benefit of net operating loss carryforwards and are fully offset by a valuation
allowance of the same amount.
The net change in the valuation allowance for deferred tax assets was an
increase of approximately $94,000 and $240,000 for the quarters ending December
31, 1999 and 1998, respectively. The net change is due primarily to the increase
in net operating loss carryforwards.
11
<PAGE>
NOTE 4. INCOME TAXES (CONTINUED)
At December 31, 1999, the Company had net operating loss carryforwards of
approximately $2,035,000 available to offset future state and federal taxable
income. These carryforwards will expire in 2017 to 2019 for federal tax purposes
and 2002 to 2004 for state tax purposes.
NOTE 5. COMMON STOCK
The Company offered one million shares of its common stock at the price of one
dollar per share in an offering memorandum pursuant to Rule 504 of Regulation D
of the Securities Act of 1933. The Company sold 499,200 shares as of June 30,
1997, and 500,800 during fiscal year 1998. As of June 30, 1997, the Company had
stock subscribed in the amount of $74,000 that was recorded as a receivable and
subsequently received in fiscal year 1998.
On August 6, 1998, the Company entered into a joint venture agreement with
Carroll Shelby under which the Company was to issue 300,000 shares of restricted
common stock in exchange for services related to the production of a street
vehicle that utilizes the OX2 combustion engine. These shares were issued in
November 1998. They were valued at $525,000 and expensed as research and
development costs. In addition, the Company will issue an additional 250,000
shares upon completion of the vehicle utilizing the OX2 combustion engine.
Subsequent to this transaction, Carroll Shelby was appointed to the Board of
Directors.
In November 1998, the Company issued 25,000 shares of restricted stock to
purchase patents, copyrights, designs and prototypes to be used with the
Company's technology. This transaction was valued at $43,750 and recorded as an
intangible asset.
In April 1999, the Company issued 400,000 shares of common stock for $2,000,000
in a private placement. During the quarter ended September 30, 1999, the Company
issued an additional 400,000 shares of common stock to the same party for
$2,000,000 in a private placement.
In June 1999, the Company agreed to issue 1,000,000 shares of its common stock
to the University of California Riverside Foundation. The stock is to be issued
in five annual installments of 200,000 shares each. The first installment was
issued in July of 1999. The donated stock is to provide an endowment for
research funds for the College of Engineering-Center for Environmental Research
and Technology.
12
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company plans to continue the development of prototypes and
marketing during the 2000 fiscal year. Activities will include demonstrations to
prospective original equipment manufacturers of products using internal
combustion engines, work with its joint venture partner to develop an engine for
automobile use and developing additional joint venture partners in order to
market the engine. While prototypes of the OX2 engine exist, there can be no
assurance the Company will be successful with its marketing efforts, the
development of its joint ventures or in the ultimate development of the engine
for commercial applications.
The Company's cash flow requirements to fund these activities and the
general operations of the Company total approximately $1,000,000 and include
approximately $200,000 for consulting and $300,000 for equipment among other
costs. The Company expects to fund these costs with its current cash reserves of
approximately $2,150,000, which came from private placements. The Company's cost
estimates do not include provisions for any contingencies or unexpected expenses
that may arise or any unanticipated increases in costs. As a result, the
Company's cash reserves may not be adequate to cover the actual costs of
operations in the 2000 fiscal year.
The Companies' net loss from December 31,1998 to December 31, 1999 is
$889,488. The Companies' net loss since inception (September 23, 1996) is
$2,091,014.
The Company expects to sign its first contracts for the production of
small engines in fiscal year 2000 and expects as a result to begin generating
revenue. There are currently no signed contracts that will produce revenue and
there can be no assurance management will be successful in negotiating these
contracts.
The Company's parent provides the research and development required to
bring the product to commercial production. In addition, its joint venture
partner undertakes development as well. As a result, the Company expects to
carry out or fund any research and development.
In June 1999, the Company agreed to issue 1,000,000 shares of its
common stock to the University of California Riverside Foundation. The stock is
to be issued in five annual installments of 200,000 shares each. The first
installment was issued in July of 1999. The donated stock is to provide an
endowment for research funds for the College of Engineering-Center for
Environmental Research and Technology.
The Company does not currently have any employees other than its
officers although Advanced Engine Technologies, Inc. may add employees depending
on the future of the enterprise.
13
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Default upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits: None
b) Reports on Form 8-K: None
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.
/s/ Carroll Shelby
- ----------------------
President/Director
Carroll Shelby
Date: January 31, 1999
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001043225
<NAME> Advanced Engine Technologies Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-30-1999
<EXCHANGE-RATE> 1
<CASH> 2,149,380
<SECURITIES> 00
<RECEIVABLES> 00
<ALLOWANCES> 00
<INVENTORY> 00
<CURRENT-ASSETS> 2,149,380
<PP&E> 87,870
<DEPRECIATION> 33,435
<TOTAL-ASSETS> 3,785,736
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 22,925
<OTHER-SE> 3,762,811
<TOTAL-LIABILITY-AND-EQUITY> 3,785,736
<SALES> 0
<TOTAL-REVENUES> 14,475
<CGS> 0
<TOTAL-COSTS> 237,320
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (222,855)
<INCOME-TAX> 0
<INCOME-CONTINUING> (222,855)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (222,855)
<EPS-BASIC> (.010)
<EPS-DILUTED> (.010)
</TABLE>
