<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: June 30, 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 0-25873
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NATEX CORPORATION
----------------------------------------------
(Name of Small Business Issuer in its charter)
Utah 84-1431425
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
48 West 300 South, Suite 2303 North, Salt Lake City, Utah 84101
---------------------------------------------------------------
(Address of principal executive offices and Zip Code)
(801) 595-1193
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 1,010,000
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of June 30, 1999
<PAGE>
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATEX CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
<PAGE> 3
NATEX CORPORATION
(A Development Stage Company)
Balance Sheet
<TABLE>
June 30, 1999 December 31,
(Unaudited) 1998
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 54,461 $ 65,664
Receivable related party 275,000 44,000
----------- -----------
TOTAL CURRENT ASSETS 329,461 109,664
Organization costs, net
of amortization 27,006 17,339
Investment in limited liability
company, at cost, Less share of loss 137,158 174,096
----------- -----------
TOTAL OTHER ASSETS 164,164 191,435
----------- -----------
TOTAL ASSETS $ 493,625 $ 301,099
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payable $ 0 $ 0
----------- -----------
TOTAL CURRENT LIABILITIES 0 0
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $ .001 par value;
authorized 25,000,000 shares
Issued and outstanding 1,010,000
and 600,000 shares in
1999 and 1998, respectively 1,010 600
Additional paid in capital 638,990 399,400
(Deficit) accumulated during
the development stage (146,375) (98,901)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 493,625 301,099
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 493,625 $ 301,099
=========== ===========
</TABLE>
The footnotes hereto are an integral part of these financial statements.
<PAGE> 4
NATEX CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three and Six months ended June 30, 1999 and June 30, 1998,
and the Period from
July 9, 1997 (Date of Inception) to June 30, 1999
<TABLE>
<CAPTION>
Three months Three months Six Months Six Months July, 1997
ended ended ended ended (Inception)
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998 June 30,1999
(unaudited) (Unaudited) (Unaudited) (Unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0 $ 0
Operating expenses
Office expense 3,967 320 3,967 320 6,923
Professional fees 2,480 0 2,480 862 8,277
Amortization expense 929 310 1,858 938 3,097
Filing Fees 2,515 0 2,515 6,480 14,951
Travel expense 0 1,301 0 1,301 1,301
Taxes and licensees 10 10 252 10 262
--------- ----------- ----------- --------- --------
TOTAL OPERATING EXPENSES 9,901 2,531 11,702 9,911 34,811
--------- ----------- ----------- --------- --------
OPERATING (LOSS) (9,901) (2,531) (11,072) (9,911) (34,811)
Other income and expense
(loss) from partnership (18,336) (7,602) (36,938) (14,798) (112,842)
Interest income 178 0 636 0 1,478
--------- ----------- ----------- --------- --------
(Loss) before provision
for income taxes (28,059) (10,133) (47,374) (24,709) (146,175)
Provision for
income taxes 0 0 100 100 200
--------- ----------- ----------- --------- --------
NET (LOSS) $ (28,059) $ (10,133) $ (47,474) $ (24,809) $(146,375)
========= =========== =========== ========= =========
NET (LOSS) PER
COMMON SHARE $ (.0280) $ (.0253) $ (.0592) $ (.0620) $ (.1826)
========= =========== =========== ========= =========
Weighted average
number of common shares 1,000,764 400,000 801,834 400,000 801,834
========= =========== =========== ========== ========
</TABLE>
The footnotes hereto are an integral part of these financial statements.
<PAGE>
<PAGE> 5
NATEX CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Six months ended June 30, 1999 and June 30, 1998
and the Period from
July 9, 1997 (Date of Inception) to June 30, 1999
<TABLE>
<CAPTION>
Six months Six months July 9, 1997
ended ended (inception) to
June 30,1999 June 30,1998 June 30,1999
(unaudited) (Unaudited) (unaudited)
<S> <C> <C> <C >
CASH FLOW FROM
OPEATING ACTIVITIES
Net (loss) $ (47,475) $ (24,809) $ (146,375)
Adjustments to reconcile
net (loss) to net cash
provided by operating
activities
Amortization 1,857 938 3,097
Increase in
organization costs (11,524) -- (30,102)
----------- ---------- -----------
Net cash (used) by
operating activities (57,140) (23,871) (173,380)
CASH FLOW FROM
INVESTING ACTIVITIES
Related party loans (231,000) -- (275,000)
Investment in limited
liability company -- -- (250,000)
Decrease in investment
in limited liability company 36,938 14,798 112,842
----------- --------- -----------
Net cash provided (used)
by investing activities (194,062) 14,798 (412,158)
CASH FLOW FROM
FINANCING ACTIVITIES
Proceeds from issuance
of common stock 240,000 -- 640,000
----------- --------- -----------
Net cash provided by
financing activities 240,000 -- 640,000
----------- --------- -----------
(Decrease) increase in cash (11,202) (9,073) 54,462
Cash and cash equivalents
beginning of period 65,664 86,574 0
----------- --------- -----------
Cash and cash equivalents
end of period $ 54,462 $ 54,462 $ 54,462
=========== ========= ===========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Interest paid during
the period $ 0 $ 0 $ 0
---------- -------- ----------
Income taxes paid during
the period $ 100 $ 100 $ 200
---------- -------- ----------
</TABLE>
The footnotes hereto are an integral part of these financial statements.
<PAGE> 6
NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
From Inception on July 9, 1997 to June 30, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
- ----------------
The Company was incorporated on July 9, 1997 under the laws of the State of
Utah. At the present time, the Company is in the development stage. The
Company was formed for the purpose of raising capital to invest in a joint
venture which will acquire a license for certain technology relating to the
production of hydrogen, to generate hydrogen for sale, and to market hydrogen
generating equipment and products. The Company will, through its investment in
a joint venture, be involved in research and development efforts of
commercializing the technology.
b. Basis of Presentation
- -------------------------
In the opinion of the Company's management, the accompanying unaudited
financial statements contain all normal recurring adjustments necessary to
present fairly the Company's financial position for the interim period.
Results of operations for the three and nine months ended June 30, 1999, are
not necessarily indicative of results to be expected for the full fiscal year
ending September 30, 1999.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for annual financial
statements. Although the Company believe that the disclosures in these
unaudited financial statements are adequate to make the information present
for the interim periods not misleading, certain information and footnote
information normal included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, and these financial statements included in the Company's
annual report to shareholders for the fiscal year ended September 30, 1998.
c. Investment in Limited Liability Company
- -------------------------------------------
The Company will account for its investment in the Limited Liability Company
using the equity method of accounting.
d. Amortization of Organization Costs
- --------------------------------------
The Company is amortizing the organization cost over a 60 month period using
the straight-line method.
e. Income Taxes
- ----------------
The Company provides for income taxes based on the liability method, which
requires recognition of deferred tax assets and liabilities based on
differences between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that are expected to be
in effect when the differences are expected to reverse.
<PAGE> 7
NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - (continued)
From Inception on July 9, 1997 to June 30, 1999
f. 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.
g. Cash and Cash Equivalent
- ----------------------------
For purposes of the statement of cash flows, the Company considers all
investment instruments purchased with a maturity of three months or less to be
cash equivalents.
h. Net Income (Loss) Per Common Share
- --------------------------------------
Primary earnings (loss) per common share is calculated by dividing net income
(loss) for the period by the weighted average number of the Company's common
shares outstanding and dilutive common equivalent shares from stock options
and warrants, as calculated using the treasury stock method.
Fully diluted earnings (loss) per common share reflect the calculation of the
number of common equivalent shares based on the stock price at the end of the
period. Fully diluted per common share amounts are not reported because the
difference is not material from primary earnings per common share.
i. New Accounting Pronouncements
- ---------------------------------
In 1997 the FASB issued SFAS No. 128, Earnings Per Share, SFAS No. 130,
Reporting Comprehensive Income, and SFAS No. 131, Disclosures about Segments
of an Enterprise and Related Information. The Company believes the new
standards will not have a material impact on the Company's financial
statements presented herein or in the future.
(2) EXECUTIVE STOCK OPTION PLAN
The Company's president has agreed to perform services on behalf of the
Company for no compensation. To provide incentive for such services, the Board
of Directors agreed on August 1, 1997 to grant an option to purchase 100,000
shares of the Company's common stock at $1 per share. No options have been
exercised as of June 30, 1999.
(3) RECEIVABLE - RELATED PARTY
The receivable from related entity is an unsecured non-interest bearing loan
which has no repayment terms. The receivable is due from Powerball
Technologies, LLC (a Development Stage Company). The Company is a 50% owner of
Powerball Technologies, LLC. The Company initially agreed to loan a maximum
of $100,000 to Powerball Technologies, LLC, to meet working capital needs, and
subsequently agreed to loan additional monies on the same terms.
<PAGE> 8
NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - (continued)
From Inception on July 9, 1997 to June 30, 1999
(4) INVESTMENT IN LIMITED LIABILITY COMPANY
The Company and Powerball Industries, Inc. have agreed to form a limited
liability company (the "Joint Venture") to license the Technology; to further
develop the Technology; to build a sodium hydride pellet recycling plant; to
manufacture tanks in which hydrogen is generated; to demonstrate the
commercial viability of the Technology; and to commercialize the Technology.
Powerball Industries, Inc. will assign the Technology License to the Joint
Venture, or will sub-license the Technology to the Joint Venture for a 50%
ownership interest in the Joint Venture. The Company invested $250,000 in the
Joint Venture for a 50% ownership interest in the Limited Liability Company
Powerball Technologies, LLC (A Developmental Stage Company). The Company has
also agreed to loan up to $100,000 to the Joint Venture if such funds are
required for the Joint Venture's operations and subsequently agreed to loan
additional funds to the JV to meet its working capital needs (See Note 3).
(5) STOCK OFFERING
On December 31, 1997, the Company successfully completed a public offering of
400,000 shares of its $.001 par value common stock for $400,000 less offering
costs of $40,000. In April 1999, the Company successfully completed a private
placement offering of 400,000 shares of its $.001 par value common stock for
$200,000, also in June 1999, the Company exchanged services for 10,000 shares
of the its $.001 par value stock of which was valued at $40,000.
(6) INCOME TAXES
At December 31, 1998, the Company has a net operating loss carryforward of
approximately $98,900 which will begin to expire in the year 2012.
<PAGE>
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
- ---------------------------------------------------------
This report may contain "forward-looking" statements. Examples of
forward-looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of the Company or its management or Board of Directors; (c) statements of
future economic performance; (d) statements of assumptions underlying other
statements and statements about the Company and its business relating to the
future; and (e) any statements using the words "anticipate," "expect," "may,"
"project," "intend" or similar expressions.
Year 2000 Disclosure
- --------------------
The Company is working to resolve the potential impact of the year 2000
on the ability of the Company's computerized information systems to accurately
process information that may be date-sensitive. Any of the Company's programs
that recognize a date using "00" as the year 1900 rather than the year 2000
could result in errors or system failures. The Company utilizes a minimum
number of computer programs in its operations. The Company has not completed
its assessment, but currently believes that costs of addressing this issue
will not have a material adverse impact on the Company's financial position.
However, if the Company and third parties upon which it relies are unable to
address this issue in a timely manner, it could result in a material financial
risk to the Company. In order to assure that this does not occur, the Company
plans to devote all resources required to resolve any significant year 2000
issues in a timely manner.
State of Readiness
- ------------------
The Company has completed a preliminary assessment of its operations. As
far as its information technology systems ("IT"), the Company uses newer model
desktop PCs in its executive office, and in the JV operation. These PCs are
all running commercial software with the patches and updates added as they are
available.
Any non-IT microprocessors used in the JV manufacturing process have
already been assessed and changed where necessary. The Company does not
utilize any other non-IT systems which could be affected by the Y2K problem.
The Company has not established any major customers and has not made
inquiries to its customers concerning their respective Y2K preparedness. At
this time, the Company does not anticipate a significant impact to the
Company's business operations.
Costs of Y2K
- ------------
The Company has replaced or upgraded its IT systems in the ordinary
course of business and therefore cannot attribute specific costs of such
upgrades to Y2K. The costs of assessing potential non-IT problems have
involved a small amount of evaluation time which has likewise been
<PAGE> 10
incorporated into ordinary business costs. There have been no significant
hardware costs directly attributable to Y2K.
Risks of Y2K
- ------------
The Company does not anticipate that Y2K problems pose substantial risks
to its current operations, unless Y2K causes catastrophic systemic failures of
the power grid, for instance. The worst case scenario contemplated to date
would involve a temporary suspension of the JV's activities while systemic
problems are resolved. Any such suspension of operations might have a
significant adverse impact on the Company's overall revenues.
Contingency Plans
- -----------------
The Company does not have any contingency plans at this time and does not
intend to prepare any such plan because the most critical factors in its worst
case scenario are essentially beyond the Company's control. The Company
intends to continue its maintenance and upgrades of its internal systems, and
will query its major customers, if any such customers develop, concerning
their respective states of readiness.
Results of Operations
- ---------------------
Six Months Ended June 30, 1999 compared with June 30, 1998
- ----------------------------------------------------------
Revenues. The Company's expects that initial revenues will be generated
primarily through its investment in the JV and those profits, if any that will
be derived through the licensing of the JV's technology and/or manufacturing
and sale of hydrogen generation systems by the JV. In this regard, the Company
may receive a distribution of any profits derived by the JV based on its 50%
owership in the JV. (See "Liquidity and Capital Resources" under this Item
below.) The Company had no revenues for the six month periods ended June 30,
1999 and 1998, respectively, and has had no revenues since July 9, 1997
("Inception").
Operating Expenses. For the six month period ended June 30, 1999, the
Company had total operating expenses of $11,702, compared to $9,911 for the
same period ending June 30, 1998. Total operating expenses from inception
through June 30, 1999 have been $34,811.
Other Expense. Other expense for the six month period ended June 30,
1999 was a net $36,302, of which $36,938 was loss on the Company's investment
in the JV, before being offset by $636 of interest income. Other expenses for
the six month period ended June 30, 1998 was a net $14,798, of which all was
represented by loss on the Company's investment in the JV. The Company's loss
on its investment in the JV is $112,842 since the Company's Inception.
The Company experienced a net loss of $47,474 for the six month period
ended June 30, 1999 and a net loss of $24,809 for the six month period ended
June 30, 1998. The Company net loss since inception has been $146,375. The
basic loss per share for the six month period ended June 30, 1999 was $0.592,
based on the weighted average number of shares outstanding of 801,834 shares,
compared to $0.062 based on weighted average number of shares outstanding of
400,000 at June 30, 1998. The basic loss per share since Inception has been
$0.1826, based on the weighted average number of shares outstanding of
801,834.
<PAGE>
<PAGE> 11
Liquidity and Capital Resources
- -------------------------------
In connection with the Company's organization the founding shareholders
acquired 200,000 shares of the Company's common stock for $40,000 cash.
Thereafter, in December 1997, the Company completed a public offering of
400,000 shares of common stock at a price of $1.00 per share for aggregate
offering proceeds of $400,000.
The issuances of common stock have been utilized for working capital,
payment of professional services, the initial capital investment in the JV;
the loan of additional working capital to JV, and for the continued
development activities of the Company.
In December 1997, the Company entered into the JV with Powerball
Industries wherein the Company contributed $250,000 cash. In addition to the
original $250,000 capital contribution to the JV made by the Company, the
Company has agreed to loan additional capital to the JV, up to $100,000, for
the purpose of (i) further development of the Technology; (ii) construction of
the Plant; (iii) the manufacture of Tanks; (iv) demonstrate the commercial
viability of the Technology; (v) develop commercial markets for the
Technology; and(vi) meet the JV's ongoing working capital requirements.
Because of the JV's additional working capital needs, the Company has agreed
to loan additional monies to the JV under the same terms as the initial
$100,000. As of June 30, 1999, the Company had loan the JV an aggregate of
$275,000. The additional funds loaned to the JV by the Company were obtained
through the private placement of the Company's common stock Company during the
reporting period for aggregate proceeds of $200,000.
At June 30, 1999, the Company had current assets of $109,664 and no
current liabilities for working capital of $329,461, consisting of cash of
$54,461 and receivables from the JV of $275,000. At June 30, 1999, the
Company had other assets of $164,164, consisting of the Company's investment
in the JV. At June 30, 1999, the Company had no liabilities and a working
capital surplus of $329,461.
Cash used in operations for the six month period ended June 30, 1999 was
$(57,140) compared to and $(23,871) for the same period ended June 30, 1998.
Since inception the Company's operations been funded primarily by cash
received from capital contributions and the issuance of common stock for cash.
In connection with the expenditures of the JV, all major financial
decisions of the JV, including the expenditure of $5,000 or more, must be
approved by both of the managers. The managers determine whether any
distributions of cash will be made to the owners. Cash distributions will not
be made until and unless the JV operates at a profit and thereafter, only if
the managers jointly agree to such distributions. It is not anticipated that
cash distributions will be made to the owners in the foreseeable future. If
the JV generates profits, of which there can be no assurance, it is likely
that most of such profits will be retained by the JV to fund additional
research and development, to fund additional marketing efforts, to acquire
additional inventory and for working capital.
The Company anticipate that within the next year additional funds will
also be needed to allow the JV to enter into other markets for hydrogen
technology. Future funding may involve the sale of additional ownership
interests in the JV. In such event, the percentage ownership interests of the
Company and Powerball Industries in the JV will be reduced. There can be no
assurance that any additional required funding will be available to the JV.
<PAGE> 12
Subsequent to June 30, 1999, the JV entered into a letter of
understanding with an unrelated third party to license the manufacturing and
marketing of pelletized hydride, hydrogen generating systems (the "Licensed
System"). The purpose of the letter of understanding was to set forth the
principal terms to be incorporated into a more definitive license agreement
relating to the license. The definitive license agreement would specifically
limit the Licensed System to systems integrated and in conjunction with
electric generated fuel cell systems. The definitive license would exclude
proton exchange membrane based fuel cell electric generating systems for any
applications sold to General Motors, Daimler Chrysler, Ford Motor Company,
Toyota, Nissan, Honda, Ballard or any of their subsidiaries or affiliates. In
connection with the proposed license the JV is to receive $1,000,000 through
periodic installments paid on or before February 1, 2000. The JV received a
$25,000 down payment towards to license fee on execution of the letter of
understanding. The second installment due under the letter of understanding
was not paid by the due date and the proposed license relationship was
terminated. Both management of the JV and the proposed licensee have orally
agreed that the $25,000 down payment is non-refundable.
It is expected that during the next year the primary expenditure of the
JV will relate to the operation of the Plant and the general overhead related
thereto. Now that the Plant is completed, the Company does not expect that it
will need to advance any additional funds to the JV and will only experience
the costs associated with the office expenses, and professional and related
fees associated with its ongoing reporting obligations, which for the six
month period ended June 30, 1999 were $11,702. The Company expects such
expenses to be consistent for the balance of its fiscal year. The Company
believes it has sufficient working capital to meet its ongoing expenses for
the next twelve months should it not receive any repayments for loans made to
the JV or other cash distributions from the JV.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
None.
<PAGE>
<PAGE> 13
(b) Reports on Form 8-K.
--------------------
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATEX CORPORATION
[Registrant]
Dated: September 22, 1999 By/S/Robert K. Ipson, President,
and Director
