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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
----------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER: 0-29891
SAVE THE WORLD TECHNOLOGIES INC (Exact Name of Small
Business Issuer as Specified in Its Charter)
----------------
Nevada 13-3919650
------ ----------
(State of incorporation) (I.R.S. Employer Identification No.)
1285 Avenue of the Americas, 35th Floor
New York, NY 10019-6028
----------------------------------------
(Address of principal executive offices)
Phone 212 - 554 4197
---------------------------
(Issuer's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the numbers of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Transitional Small Business Disclosure Format (Check one):
Yes No
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TABLE OF CONTENTS PAGE
----------------- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Independent Auditors' Report 2
(b) Statement of Operations 3
(c) Balance Sheet 4
(d) Statement of Changes in Stockholders' Equity 5
(e) Statement of Cash Flows 6
(f) Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Item 3. Risks
PART II. OTHER INFORMATION 10
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6.
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES 11
FINANCIAL DATA SCHEDULE
1
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HOIBERG & CO
Suite 19, First Floor, Plaza Home Centre, 27 Evans Street
P.O. Box 701 Maroochydore Q 4558
Tel: 61 07 5443 7600
Fax: 07 5443 2435
Email:[email protected]
INDEPENDENT AUDITORS REPORT
The Board of Directors
Save the World Technologies Inc
1285 Ave of the Americas, 35th Flr,
New York
NEW YORK 10019-6028
We have audited the accompanying balance sheet of Save The World Technologies
Inc (a development stage enterprise) as at June 30, 2000 and the related
statements of operations, stockholder's equity and cash flows for the period
January 1, 2000 to June 30, 2000. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.
During this fiscal quarter the company decided to disclose its assets at a more
realistic valuation. We are not experts in the valuation of intellectual
properties, but have instead relied upon the valuation of acknowledged experts
in this field appointed by the company.
In our opinion, except for our comments above, the financial statements referred
to above present fairly, in all material respects, the financial position of
Save The World Technologies Inc as of June 30, 2000 and the results of its
operations and its cash flows for the period January 1, 2000 to June 30, 2000,
in conformity with generally accepted principles.
/s/ Kevin Hoiberg
..........................................
AUDITOR
July 31 2000
2
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
STATEMENT OF OPERATIONS
-----------------------
FOR THE PERIOD APRIL 30, 2000 to JUNE 30, 2000
----------------------------------------------
Gross Income nil
Organisational Expenses nil
--------
NET (LOSS) $ nil
========
See notes to financial statements
3
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
BALANCE SHEET
-------------
AS AT JUNE 30, 2000
-------------------
ASSETS
------
CURRENT ASSETS:
Cash at Bank $ 5,000
Cash on hand 1,800
---------------
6,800
FIXED ASSETS:
Cars and Machinery (at valuation) 150,000
Tissue Cultures in stock (at present valuation) 350,000
Kiri Super Trees in stock (at present valuation) 4,825,000
Plantation Stock (at valuation) 1,250,000
Laboratory Equipment (at valuation) 250,350
Established Kiri Super Trees (at valuation) 9,500,000
---------------
$ 16,325,350
INTELLECTUAL ASSETS
Kiri Super Tree Intellectual Property (to be revalued) 1
Air Engine Technology (at valuation) 150,000,000
---------------
150,000,001
---------------
TOTAL ASSETS $ 166,332,151
------------ ===============
LIABILITIES & STOCKHOLDERS EQUITY
LIABILITIES:
Loan - J & L Muller $ 25,380
STOCKHOLDERS EQUITY:
Common Stock $0.0001 par value (Note 3)
Authorised 20,000,000 shares
Issued and Outstanding 18,010,000 1,801
Additional Paid in Capital 99,999
---------------
101,800
Loss Incurred from prior year trading 20,700
Asset Revaluation Reserve 166,255,671
Total Stockholder's Equity 166,306,771
---------------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 166,332,151
---------------------------------------- ===============
4
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
STATEMENT OF STOCKHOLDER'S EQUITY
---------------------------------
FOR THE PERIOD FEBRUARY 20 1996 (INCEPTION) TO JUNE 30, 2000
------------------------------------------------------------
Common Stock Additional
Shares Amount Paid In Capital
------ ------ ---------------
Date of Inception - February 20 1996
February 1996 Issuance of
Common Stock for Cash 18,000,000 $1,800 $ nil
Issuance of Section 504 Stock 10,000 1 99,999
---------- ------ ----------
Balance June 30, 2000 18,010,000 $1,801 $ 99,999
========== ====== ==========
See notes to financial statements
5
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
STATEMENT OF CASH FLOWS
-----------------------
JANUARY 1, 2000 TO JUNE 30, 2000
--------------------------------
Cashflow arising from Trading nil
Cashflows from Investing Activities nil
Cashflows from Financing Activities nil
6
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
1. ORGANISATION:
-------------
The Company was incorporated on February 20, 1996 in the State of Nevada and to
engage initially in the financing of, or otherwise assist in the research,
development, design and marketing of technologies, patents and processes and the
acquisition of operating or start-up companies. The Company's fiscal year end is
December 31.
2. BASIS OF PRESENTATION:
----------------------
At present the Company is in its production, planting of its tree and
development of its other technology's stage and its other activities to date
have been limited principally to the investigation and research of prospective
acquisition targets. The Company has determined that it provides a better
statement of its assets and liabilities by listing them at a realistic market
valuation and not at cost. The technologies disclosed in the balance sheet of
the Company were valued by Dr Alan Alamar of Brisbane, Queensland Australia. Dr
Alan Alamar is a Doctor of Economics and considered to be an expert in this
particular field.
3. DEFERRED OPERATING COSTS
------------------------
The directors of the Company have agreed to carry all organisational and
operating expenses until some time in the future. The directors agree that they
have no entitlement to claim such costs against the Company until such time as
they present a full accounting to the Company.
4. DEFERRED OFFERING COSTS:
-----------------------
Expenses incurred in connection with the Rule 504 offering will be deferred
pending completion of the listing of the Company's common stock on the NASD's
over-the counter Bulletin Board of Amex, at which time they will be charged
against the proceeds of the original offering. If the listing is not completed,
the deferred offering costs will be expensed immediately. Currently the costs
incurred in running the Company are met from the private financial resources of
the majority shareholders. On successful listing, these shareholders will submit
an invoice to the Company for reimbursement of all costs incurred.
5. CAPITALISATION:
---------------
The Company is authorised to issue 20,000,000 common shares with a par value of
$0.0001. As of February 20,1996, the Company issued a total of 18,000,000 shares
of common stock to its President, and Chairman of the Board of Directors, Mr
Jeffrey Muller and the Muller Group, for a total consideration of $1,800
(approximately $0.0001 per share). Since that time the Company has sold a
further 10,000 shares to investors in the Rule 504 offering.
6. CONFLICTS OF INTEREST:
----------------------
Management of the Company has other business interests to which they devote a
small portion of their time. Mr Jeffrey Muller (President and Chairman of the
Board of Directors) is a director of other companies at the present time.
The Company has paid no rent to date, as it is using space provided by Mr
Muller.
7. COMMITMENTS & CONTINGENCIES:
----------------------------
There are no known commitments or contingencies, except as follows. The company
currently leases and operates a tree plantation and nursery on properties owned
by the Muller group of companies in Australia. When the Board of the Company
determines that the Company is in an appropriate financial condition, it is
7
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SAVE THE WORLD TECHNOLOGIES INC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
.
the intention of the Company to purchase the plantation and nursery from the
relevant existing owner. These purchases will be at a current market valuation
at the time of acquisition and will be determined by an independent appraiser
and registered valuer. The day to day operating costs of the company are being
met from the private financial resources of the majority shareholders. Once the
company's income exceeds its commitments to develop the Kiri Supertree and the
air engine, then these shareholders will submit an invoice to the company for
reimbursement of all costs incurred in meeting these commitments.
8. POTENTIAL INABILITY TO SERVE PROCESS AND/OR ENFORCE JUDGEMENT ON
DIRECTORS:
----------------------------------------------------------------
Mr Jeffrey Muller (President and Chairman of The Board of Directors) is a
citizen of Australia and a resident of Australia. No assurances can be given
that potential litigants and/or investors who wish to commence litigation
against Mr Muller, will be capable of effecting valid service of process on Mr
Muller or if litigation is commenced and judgement rendered against Mr Muller
that such judgement would ever be enforced. Additionally, no assurances can be
given that any foreign court would enforce judgement secured in United States
Courts against Mr Muller. The Company has not received any opinion of counsel on
these matters.
9. METHOD OF ASSET VALUATION
-------------------------
The Company has decided to reflect the valuation of its assets in its balance
sheet. After due consideration and having requested a valuation from
acknowledged experts in the field, the Company has increased its balance sheet
disclosure to reflect a more market related valuation of its assets. The Company
has chosen to discount by up to 50% the valuations prepared on its behalf.
10. TRANSACTIONS BETWEEN RELATED PARTIES
------------------------------------
On 2 April, 1997, the Company entered into an agreement to purchase 70% of the
technology referred to as the Air Engine from Mr Terrence Edward Muller, a
brother of the major shareholder, Mr Jeffery Muller. The Company acquired a 70%
interest in the technology for A$28,000 plus 1.25 million Company shares. Mr
Jeffrey Muller has personally met the Company's obligations to Mr Terrence
Muller to date, and upon the successful listing of the Company, the Company will
reimburse Mr Jeffrey Muller for the 1.25 million of the company's stock. At the
time of entering into the agreement to purchase the Company believed that the
value of its stock was $10 per share. This value was later proven to be a
realistic value through the 504 private placement.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: ALL FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO
QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THE SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS
SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING
STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN.
THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT
FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS
AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT
SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON
THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
The company was incorporated in February 1996 and the purpose of the company is
the manufacture and distribution of various environmentally based technologies
that include a fast growing tree and an air engine.
The company has yet to make a profit and the Board of Directors believe that the
company will not make a profit for at least another two year period.
The purpose of the company is to develop the technology and then to sell
regional and area licences world wide for the distribution of the device. At the
same time, the company is always researching and developing the product for
increasing technological efficiency.
The company does not have the liquidity nor the funding surplus to continue
either its research and development or its day to day operations. These costs
are being met from the personal resources of the majority shareholders. Once the
Company reaches a level of profitability, the shareholder's loans is expected to
be repaid by the Company together with any deferred compensation due to the
shareholder.
This shareholder has not placed an upper limit on the Company expenditure, but
the Company anticipates that its reliance on this shareholder will diminish
within the next two fiscal quarters as distribution licences are sold within
mainland America and other countries.
The comparison of the second quarter and first six months of 2000 with the
second quarter and first six months of 1999 indicates that the Company is
spending at about the same level. Marketing efforts will be stepped up as
finances allow.
Item 3. RISKS
The Company will continue in its efforts to raise capital. There can be no
assurance that the Company will be able to obtain capital.
9
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PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
a) Exhibits NONE
b) Reports on 8K NONE
10
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SAVE THE WORLD TECHNOLOGIES, INC.
(REGISTRANT)
Signature Title Date
--------- ----- ----
/s/ Jeffrey A. Muller Chairman and President August 14, 2000
---------------------------
(Jeffrey A. Muller)
11
