<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: March 31, 2000
[ ] 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)
7430 South Wasatch Blvd., No. A-2, Salt Lake City, Utah 84121
---------------------------------------------------------------
(Address of principal executive offices and Zip Code)
(801) 947-1455
----------------------------------------------------
(Registrant's telephone number, including area code)
48 West 300 South, Suite 2303 North, Salt Lake City, Utah 84101
--------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report.)
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 X No
--- --- --- ---
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 1,469,000
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of March 31, 2000
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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.
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NATEX CORPORATION
(A Development Stage Company)
Balance Sheet
March 31, December 31,
2000 1999
------------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 66,112 $ 79,190
Stock subscription receivable -
related party - 50,000
----------- -----------
TOTAL CURRENT ASSETS 66,112 129,190
----------- -----------
Receivable - related party 607,000 472,000
----------- -----------
TOTAL OTHER ASSETS 607,000 472,000
----------- -----------
TOTAL ASSETS $ 673,112 $ 601,190
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payable $ 0 $ 807
Deferred equity on stock sale 20,000 10,000
----------- -----------
TOTAL CURRENT LIABILITIES 20,000 10,807
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $ .001 par value;
authorized 25,000,000 shares
Issued and outstanding 1,469,000
and 1,399,000 shares in
2000 and 1999, respectively 1,469 1,399
Additional paid in capital 1,058,893 988,963
(Deficit) accumulated during
the development stage (603,800) (540,144)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 456,562 450,218
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 673,112 $ 601,190
=========== ===========
See accompanying notes
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NATEX CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months ended March 31, 2000 and March 31, 1999
and the Period from
July 9, 1997 (Date of Inception) to March 31, 2000
Three months Three months July, 1997
ended ended (Inception)
March 31, 2000 March 31, 1999 March 31, 2000
(unaudited) (Unaudited) (Unaudited)
-------------- -------------- --------------
REVENUE $ - $ - $ -
Operating expenses
Equity in loss from LLC 56,384 18,602 446,549
Office expense 1,088 - 7,857
Professional fees 3,400 - 100,755
Amortization expense - 930 1,239
Dues and subscriptions - - 2,190
Filing Fees 2,975 - 17,966
Travel expense - - 1,301
Taxes and licensees - 241 784
--------- ----------- -----------
TOTAL OPERATING EXPENSES 63,847 19,773 578,641
--------- ----------- -----------
OPERATING (LOSS) (63,847) (19,773) (578,641)
Other income and expense
Interest income 190 459 2,266
--------- ----------- -----------
(Loss) before provision
for income taxes (63,657) (19,315) (576,375)
Provision for
income taxes - 100 200
--------- ----------- -----------
NET (LOSS)BEFORE
CUMULATIVE EFFECT OF
ACCOUNTING CHANGE (63,657) (19,415) (576,575)
Cumulative effect of
accounting change for
organization costs - - (27,226)
--------- ----------- -----------
NET (LOSS) $ (63,657) $ (19,415) $ (603,801)
========= =========== ===========
NET (LOSS) PER COMMON
SHARE BEFORE ACCOUNTING
CHANGE $ (0.04) $ (0.03) $ (0.69)
========= =========== ===========
CUMULATED EFFECT OF
ACCOUNTING CHANGE $ (0.00) $ (0.00) $ (0.03)
========= =========== ===========
NET (LOSS) PER COMMON
SHARE $ (0.04) $ (0.03) $ (0.72)
========= =========== ===========
Weighted average
number of common shares 1,440,538 600,000 842,864
========= =========== ===========
See accompanying notes
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NATEX CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months ended March 31, 2000 and March 31, 1999
and the Period from
July 9, 1997 (Date of Inception) to March 31, 2000
<TABLE>
<CAPTION>
Three Months Three Months July 9, 1997
ended ended (inception) to
March 31,2000 March 31,1999 March 31,2000
------------ ------------ --------------
(unaudited) (Unaudited) (unaudited)
<S> <C> <C> <C >
CASH FLOW FROM
OPERATING ACTIVITIES
Net (loss) $ (63,657) $ (19,415) $ (603,801)
Adjustments to reconcile
net (loss) to net cash
provided by operating activities
Cumulative change in accounting
principle - - 27,226
Stock issued for services - - 75,000
Decrease in investment in LLC 56,384 18,602 446,549
Amortization - 930 1,239
Decrease (increase) in accounts
payable (807) - -
Increase in
organization costs - - (28,463)
----------- ---------- -----------
Net cash (used) by
operating activities (8,080) 117 (82,250)
CASH FLOW FROM
INVESTING ACTIVITIES
Related party loans (75,000) (25,000) (450,000)
Investment in limited
liability company - - (250,000)
----------- ---------- -----------
Net cash provided (used)
by investing activities (75,000) (25,000) (700,000)
CASH FLOW FROM
FINANCING ACTIVITIES
Proceeds from issuance
of common stock 70,000 139,000 890,000
Direct costs of stock sale - - (41,638)
----------- --------- -----------
Net cash provided by
financing activities 70,000 139,000 848,362
----------- --------- -----------
Increase (decrease) in cash (13,080) 114,117 66,112
Cash and cash equivalents
beginning of period 79,190 65,664 -
----------- --------- -----------
Cash and cash equivalents
end of period $ 66,112 $ 179,781 $ 66,112
=========== ========= ===========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Interest paid during
the period $ - $ - $ -
========== ========= ==========
Income taxes paid during
the period $ - $ - $ -
========== ========= ==========
Stock issued to pay royalties
and expenses of related entity $ - $ - $ 97,000
========== ========= ==========
</TABLE>
See accompanying notes
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NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
From Inception on July 9, 1997 to March 31, 2000
(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. Investment in Limited Liability Company
- -------------------------------------------
The Company will account for its investment in the Limited Liability Company
using the equity method of accounting.
c. Amortization of Organization Costs
- --------------------------------------
The Company is amortizing the organization cost over a 60 month period using
the straight-line method. In 1998, the Accounting Standards Executive
Committee of the American Institute of Certifies Public Accountants issued
Statement of Position (SOP) 98-5. The SOP requires the start-up cost to be
expensed as incurred. During 1999, the Company adopted the SOP and recognized
a charge for the cumulative effect of the accounting change of $27,226.
d. 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.
e. 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.
f. 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.
g. 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.
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NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
From Inception on July 9, 1997 to March 31, 2000
(g) Net Income (Loss) Per Common Share (Continued)
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.
h. 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 through December 31, 1998. 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 March 31, 2000.
(3) RECEIVABLE - RELATED PARTY
The receivable from related entity is an unsecured non-interest bearing loan
which has no repayment terms. The Company has agreed to loan up to a maximum
of $650,000.
The receivable is due from Powerball Technologies, LLC (A Development Stage
Company). Natex Corporation is a 50% owner of Powerball Technologies, LLC.
(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 $650,000 to the Joint Venture if such funds are
required for the Joint Venture's operations (See Note 3).
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NATEX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
From Inception on July 9, 1997 to September 30, 1999
(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. In December
1999, the Company successfully completed a private placement offering of
120,000 shares of its $.001 par value common stock for $120,000.
(6) INCOME TAXES
At December 31, 1999, the Company has a net operating loss carryforward of
approximately $552,700 which will begin to expire between the year 2012 and
2019.
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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 did not experience any Year 2000 problems and does not anticipate
any problems at this time.
Results of Operations
- ---------------------
Three Months Ended March 31, 2000 compared with March 31, 1999
- --------------------------------------------------------------
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. The Company had no revenues
for the three month periods ended March 31, 2000 and 1999, respectively, and
has had no revenues since July 9, 1997 ("Inception").
Operating Expenses. For the three month period ended March 31, 2000, 1999,
the Company had total operating expenses of $63,847, compared to $19,773 for
the same period ending March 31, 1999. The increase in operating expenses is
attributable primarily to an increase in equity loss from the JV of $37,782,
and increases of $3,400 and $2,975 in professional fees and filing fees.
Other Income. Other income for the three month period ended March 31, 2000
consisted of $190 of interest income, compared with $459 for the three month
period ended March 31, 1999.
The Company experienced a net loss of $63,657 for the three month period ended
March 31, 2000 and a net loss of $19,415 for the three month period ended
March 31, 1999. The Company's net loss since inception has been $603,801. The
net loss per share for the three month period ended March 31, 2000 was $0.04,
based on the weighted average number of shares outstanding of 1,440,538
shares, compared to $0.03 based on weighted average number of shares
outstanding of 600,000 at March 31, 1999. The net loss per share since
Inception has been $0.72, based on the weighted average number of shares
outstanding of 842,864.
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. 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. In December 1999, the Company successfully
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<PAGE> 10
completed a private placement offering of 120,000 shares of its $.001 par
value common stock for $120,000.
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 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 working
capital needs, the Company has agreed to loan additional monies to the JV up
to $650,000. As of March 31, 2000, the Company had an outstanding receivable
from the JV an aggregating $607,000. All funds loaned to the JV were obtained
by the Company through the sale of its equity securities.
At March 31, 2000, the Company had current assets of $66,112 and current
liabilities of $20,000 for working capital of $46,112. At March 31, 2000, the
Company had other assets of $607,000, consisting entirely of the Company's
receivable from the JV.
Cash used in operations for the three month period ended March 31, 2000 was
$(8,080) compared to $117 for the period ended March 31, 1999. 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 is expecting that a proposed merger with Powerball Industries will
be approved at a Special Meeting of Shareholders scheduled to take place on
May 15, 2000. See PART II, Item 5, Other Information. Members of management
and other principal shareholders owning more than 50% of the Company's issued
and outstanding shares of common stock have indicated their intent to vote in
favor of the proposed merger. When the proposed merger is approved, the JV
will become the wholly-owned subsidiary of the Company, and all the expenses
of the JV will be consolidated with those expenses of the Company. The
Company expects that it will continue to incur operational losses for the
balance of its fiscal year, primarily as a result of expenditures related to
the operation of the Plant and the general overhead thereto. Although the
Plant is completed, because of the consolidation of operations such operating
expenses are expected to increase.
Because the Company anticipates its operating expenses to increase as a result
of the proposed merger, the Company does not believe that it has sufficient
working capital to meet all of such anticipated expenses in the next twelve
months. The Company hopes that the Plant may begin to generate some operating
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revenues during the balance of the Company's fiscal year, but cannot determine
when it will receive revenues or the amount of such potential revenues, if
any, at this time. Accordingly, the Company anticipates that within the next
year additional funds will be needed to allow the Company to continue its
operations and to enter into other markets for hydrogen technology.
The Company will most likely first seek additional debt and equity funding
through its existing shareholders, but the Company has no agreements for such
funding in place and there can be no assurance that such funding will be
available to the Company on acceptable terms. There can be no assurance that
any additional required funding will be available to the Company.
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
On April 25, 2000, the Company filed a Definitive Information Statement
pursuant to Section 14(c)of the Securities and Exchange Act of 1934, which
Definitive Information Statement was mailed the same day to all shareholders
entitled to vote at a Special Meeting of Shareholders scheduled to take place
on May 15, 2000. The Definitive Information Statement details the board of
directors' resolutions, subject to shareholder approval, providing for a
merger (the "Agreement and Plan of Merger") of the Company with Powerball
Industries, Inc. ("PIC"). Under the Agreement and Plan of Merger, the Company
will acquire all the issued and outstanding stock of PIC in exchange for the
issuance of one million five hundred thousand (1,500,000) shares of the
Company's common stock. If the Agreement and Plan of Merger is approved by
the shareholders, the 1,469,000 shares of common stock presently issued and
outstanding would be increased to 2,969,000 by the issuance of the shares.
A summary of the additional terms of the merger, as well as a copy of the
executed Agreement and Plan of Merger are included in the above-mentioned
filing which may be obtained on the SEC's EDGAR web site at www.sec.gov, or
from the Company by written request.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
Exhibit 27. Financial Data Schedule
(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: May 12, 2000 By/S/Robert K. Ipson, President,
and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 66,112
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 66,112
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 673,112
<CURRENT-LIABILITIES> 20,000
<BONDS> 0
0
0
<COMMON> 1,060,362
<OTHER-SE> (603,800)
<TOTAL-LIABILITY-AND-EQUITY> 673,112
<SALES> 0
<TOTAL-REVENUES> 190
<CGS> 0
<TOTAL-COSTS> 63,847
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (63,657)
<INCOME-TAX> 0
<INCOME-CONTINUING> (63,657)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (63,657)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
