<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 29, 2000
GREENVOLT POWER CORP.
(FORMERLY BECK & CO.)
(Exact name of registrant as specified in charter)
NEVADA 000-26607 88-03990828
--------------------------- ------------------------ -------------------
State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4055 DIGBY DRIVE, R.R. 2, ORILLIA, ONTARIO L3V 6H2
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (705) 327-8331
--------------
Exhibit Index Begins on Page 13
--
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT
--------------------------------------------------------------------------------
On July 29, 2000, the company acquired all of the outstanding Common
Shares of GreenVolt, Corp., an Ontario, Canada corporation
("GreenVolt"), in a stock for stock exchange wherein the Company issued
12,435,250 shares of its Common Stock to the existing shareholders of
GreenVolt, in exchange for their GreenVolt shares.
As a part of the transaction, three existing shareholders of Beck & Co.
contributed back to the Company and canceled for no consideration,
9,600,000 shares of Beck & Co.'s outstanding Common Stock. In addition,
600,000 new restricted shares of Registrant's common Stock were issued
to a consultant.
As a result of this transaction, the five original shareholders of
GreenVolt, Messrs. Thomas Faul, John Munro, George Coventry, Douglas
Carr and Ulrich Kretchsmar, were issued in the aggregate 12,435,250
shares, which now represents 66.6% of the Company's outstanding Common
Stock.
Effective as of July 29, 2000, the date of the GreenVolt acquisition
closing, the pre-existing Directors of the Registrant resigned as
officers and directors, and concurrently appointed the following
individuals to fill the vacancies and serve on Registrant's Board of
Directors:
Thomas Faul 4055 Digby Drive, R.R. 2, Orillia, Ontario
Canada L3V 6H2
John Munro 4055 Digby Drive, R.R. 2, Orillia, Ontario
Canada L3V 6H2
On the same date, the following persons were appointed to the following
offices:
Thomas Faul President
John Munro Secretary
John Munro Treasurer
John Munro Chief Financial Officer
Biographies on the new Officers and Directors follows:
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THOMAS FAUL, the new President and a Director of Beck & Co.,
has been an independent product design and development
consultant since 1960. Mr. Faul specialized in automotive,
marine and computer controlled equipment. International
clients include Skoda (Czech Republic), Oerlikon Machine Tools
(Switzerland), Audi (Germany), Nestler Corporation (Germany),
Carver Yacht (USA), Century Boat (USA), Dominion Auto
Accessaries (Canada), and Otaco Seating (Canada). Mr. Faul is
one of the founders of Carver Yacht Co. Of Pulaski, Wisconsin,
Faul Coradi Inc. of Skaneateles, New York, and Teckserve
Limited,, of Orillia, Ontario, as well as a number of other
companies. Mr. Faul has his P. Engineering from Professional
Engineers of Ontario, his B.A.Sc. from the University of
Toronto, and his M.A.Sc. from University of Toronto.
JOHN MUNRO, the new Secretary, Treasurer and Chief Financial
Officer. Since 1987 Mr. Munro has maintained a private
consulting practice, administered a number of trusts, and has
acted as Interim Financial Officer for various clients as well
as a volunteer board member for a local charity. Between 1961
and 1987, Mr. Munro worked with Syme, Ayers & Co., Coopers &
Lybrand, North American Insurance Co., Arawak Trust Company,
Brown Brothers Harriman & Co., Hughes Containers Limited, and
Monarch Propane Limited, where he served as Director of
Finance and Administration. Mr. Munro has a C.A. Degree from
the Institute of Chartered Accountants of Ontario.
The source of the consideration for this change of control was the
GreenVolt shares of the above named GreenVolt shareholders, who
exchanged all of their shares in GreenVolt in exchange for 12,435,250
new restricted shares of Beck & Co. Common Stock.
The number and percentage of Beck & Co. Common Shares now held by the
former GreenVolt shareholders is as follows:
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<TABLE>
<CAPTION>
Percentage of
Outstanding Shares
Name No. of Shares of Beck & Co.
---- ------------- ------------------
<S> <C> <C>
Thomas Faul 10,446,240 56.0%
John Munro 932,700 5.0
George Coventry 932,700 5.0
Douglas Carr 61,800 0.3
Ulrich Kretchsmar 61,800 0.3
</TABLE>
Messrs. John Munro, George Coventry, Douglas Carr and Ulrich Kretchsmar
disclaim any agreement or understanding to vote or act in concert with
each other or with Mr. Faul in connection with their Beck & Co. shares,
and believed they are not part of a controlling group, although they
are all employees of GreenVolt.
4
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ITEM 2. ACQUISITION OF ASSETS
--------------------------------------------------------------------------------
I. THE GREENVOLT TRANSACTION
On July 29, 2000, the Company acquired all of the outstanding Common Shares of
GreenVolt, Corp., an Ontario, Canada corporation ("GreenVolt"), in a stock for
stock exchange wherein the Company issued 12,435,240 shares of its Common Stock
to the existing shareholders of GreenVolt, in exchange for 100% of their
GreenVolt shares, making GreenVolt Corp. a wholly-owned subsidiary of GreenVolt
Power Corp. (the "Company").
As a part of the transaction whereby the Company acquired GreenVolt, four
existing shareholders of Beck & Co., Messrs. Larry Beck, the then Chief
Executive Officer and Sole Director of the Company, Douglas Madden, James Evans
and Ms. Valerie King, contributed back to Beck & Co. and canceled for no
consideration, a total of 9,600,000 shares of Beck & Co.'s outstanding Common
Stock owned by them. In connection with the transaction, investment banking fees
were paid to a consultant who assisted in negotiating the deal in the form of
the issuance by Beck of 600,000 new restricted shares of Common Stock to the
consultant.
As a result of this transaction, Beck acquired GreenVolt as a wholly-owned
subsidiary and the former shareholders of GreenVolt in the aggregate acquired
control of Beck. The old shareholders of Beck continued to hold 5,617,500 shares
or 30.1% of the Company's outstanding Stock, South Bay Capital, Inc., the
consultant involved in the transaction, was issued 600,000 shares, or 3.22% of
the Company's Common Stock, the five former shareholders of GreenVolt, Messrs.
Thomas Faul, John Munro, George Coventry, Douglas Carr and Ulrich Kretchsmar
were issued in the aggregate 12,435,240 shares, representing 66.6% of Beck &
Co.'s outstanding Common Stock.
Effective as of July 29, 2000, the date of the GreenVolt acquisition closing,
the pre-existing Directors of the Registrant resigned as officers and directors,
and concurrently appointed the following individuals to fill the vacancies and
serve on Registrant's Board of Directors:
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Thomas Faul 4055 Digby Drive, R.R. 2, Orillia, Ontario
Canada L3V 6H2
John Munro 4055 Digby Drive, R.R. 2, Orillia, Ontario
Canada L3V 6H2
On the same date, the following persons were appointed as replacement officers
to the following offices:
Thomas Faul President and Chief Executive Officer
John Munro Secretary
John Munro Treasurer
John Munro Chief Financial Officer
II. THE BUSINESS OF THE COMPANY
A. GREENVOLT POWER CORP.
As a result of its acquisition of GreenVolt Corp. and its winding down of its
retail jewelry business, the business of the Company as of September 1, 2000,
was the business carried on by its wholly-owned primary subsidiary, GreenVolt
Corp. (hereinafter "GreenVolt").
Because GreenVolt is still in the research and development stage with respect to
its fuel cell technology, the following discussion is primarily prospective, and
discusses what GreenVolt's management plans to do. There is no assurance that
GreenVolt will be successful in developing or commercializing its fuel cell
technology, or that it will be able to market and sell its products once and if
developed, or be able to sell its products at prices which allow it to recoup
its costs and generate a profit.
There is also no assurance GreenVolt and/or Registrant will be able to locate
sufficient capital, or on reasonable terms, which will be required to complete
development of the fuel cell, commercialization of the fuel cell, and provide
capital for manufacture, marketing and sales. There is no assurance GreenVolt
will ultimately prove profitable.
1. PRIOR HISTORY OF GREENVOLT
GreenVolt Corp. was incorporated in 1994 as Flint Energy Inc. to develop
ecologically improved power generation technology. The initial developments
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were systems for High Speed Flywheel Energy Storage. The name of the company
was changed to Astris Technology Inc. to further develop Alkaline Fuel Cells
for home and stationary electrical power generation. The name was recently
changed to GreenVolt Corp. to better reflect the Fuel Cell as Green (not
being harmful to the environment) and Volt to reflect the electrical power).
2. FUEL CELLS
Fuel Cells are electrochemical devices that like batteries generate external
electric current from internal chemical reactions. Unlike batteries, fuel cells
continue to generate electricity as long as reagent "fuel" is supplied to the
electrodes.
In a hydrogen-oxygen fuel cell, hydrogen gas (electron source) is supplied to
the anode and oxygen gas or air (electron sink) is supplied to the cathode of
the fuel cell. Electrical contact between the electrodes within the fuel cell is
made by an electrolyte medium that conducts the ions formed within the fuel cell
during operation. Externally, electrons flow between the electrodes providing
usable current.
The thermodynamic efficiency of electrical power so produced is very high
(approximately 80%), compared with internal combustion engine power
(approximately 15-30%). Additionally, fuel cells operate quietly and, where
hydrogen fuel is used, produce only water and heat as exhaust. Hydrogen fuel is
entirely odorless, will not settle into any space should a leak occur (heads
straight up into space) and can be stored in combustion and explosion proof
vessels. Hydrogen can also be made from water (H20) at the Fuel Cell location by
various means, thus eliminating the need to compress it and to store it in
pressure vessels. These advantages provide economic and environmental incentives
for the commercial development of fuel cells.
3. THE GREENVOLT FUEL CELLS UNDER DEVELOPMENT
GreenVolt was formed for the purpose of developing and establishing commercial
production of alkaline fuel cell (hereinafter "AFC") module for use in small and
medium size power applications (up to 350 kW), both for commercial and
industrial applications.
Given the early stage of fuel cell market development, management of GreenVolt
has decided to concentrate on the volume production of one "module" size that
can be combined to achieve a wide range of both commercial and industrial
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applications. Therefore, GreenVolt's technical and business development plans
are based upon development of modular units.
The Alkaline Fuel Cells (AFC) will be manufactured and marketed as a stand alone
1.3 kW AFC that will be used as standby power in critical situations where the
amount of power required is not great. They will contain their own hydrogen fuel
generating system sufficient for the situation.
The second product planned to be marketed is a modular 5 kW AFC with its own
hydrogen generating system. This will allow for flexibility in customer power
requirements from under 5 kW to over 300 kW. Each unit will have available 24
hour remote function monitoring through a service and maintenance contract. In
modular combination, the 5.0 kW AFCs are expected to develop up to 50 Volt and
100 Amperes, i.e. 5,000 Watt or 5.0 kW of power/module.
4. MARKET
The principal markets for our AFC's are remote location power supply, standby
power supply, uninterrupted power supply, mobile power supply, vehicle power
supply both auxiliary and stand alone and motor home auxiliary power supply
units.
The 5.0 kW AFC is a popular commercial size. Market applications include the
following:
(1) 3.3 to 5.5 kW portable generators
(2) 4.8 to 9.6 kW domestic (household) power supply
(3) 4.8 to 14.4 telecommunications power supply
(4) 4.8 kW power supply for relay stations
(5) 4.8 kW uninterrupted power supply for computer
centers
(6) 19.2-148.8 kW hospital auxiliary and emergency
backup power
(7) 9.6-250 kW remote community power
(8) 2.4-4.8 kW golf cart, ATV or community vehicle
(9) 9.6-24 kW power for passenger cars, including
hybrid vehicles
(10) 144-192 kW for a 40 ft bus or motorhome
(11) 4.8-7.2 kW in-airport passenger shuttle
(12) 4.8-9.6 kW in-mine people transporter
GreenVolt management proposes to market directly to these business sectors as
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well as to primary manufacturers, and through existing wholesale and retail
organizations. Its products will be licensed to other manufacturers on a
worldwide basis and to OEM vehicle manufacturers.
5. VARIATIONS IN SIZE OF AFCS.
Once a demand for a particular size has been identified, larger or smaller
modules can be assembled from the same basic components, with little
modifications. The modules themselves can then be connected in series, parallel
or series/parallel to fill the specific requirement. This modular approach
allows for commercial product flexibility at a lower cost.
6. HYDROGEN FUEL PRODUCTION
The Company's technology contemplates production of hydrogen from water to
supply the fuel for the fuel cell on an "on demand" basis, without any
requirement for pressurized fuel storage facilities for the fuel cell unit.
Management is arranging strategic alliances in order to develop the "on site"
Hydrogen Fuel Supply Systems with a target date at the end of 2002 or the
beginning of 2003.
7. SOURCE OF FUEL CELL TECHNOLOGY
GreenVolt is developing its fuel cell products based on AFC technology
originally developed for space travel on board power and water supply by NASA.
GreenVolt is developing its fuel cell products under sublicense rights pursuant
to some 60 separate international patents originally held by ALCAN, a large
public company engaged in the manufacture of aluminum, and assigned to a fuel
cell manufacturing organization ("FMO"). GreenVolt and said FMO are engaged in a
technology development program that is currently underway.
Under a Technology Development Agreement with the FMO, GreenVolt and the FMO
have undertaken product development of the AFC fuel cell technology. The
Development Agreement with the independent FMO has a five year term, and
provides that all new technology developed will be owned by GreenVolt. It
further provides that the FMO will have the right to license GreenVolt
technology on a "first right of refusal" basis for use in fuel cell products
which do not compete with the products or services offered by GreenVolt, in
exchange for payment by the FMO of a 5% royalty to GreenVolt.
The royalty is calculated on net sales based on the fair market value of each
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component which contains developed improvements for fuel cells as a result of
the collaboration. A similar provision requires GreenVolt to pay a like 5%
royalty to the FMO on any products sold by GreenVolt which incorporate existing
FMO technology currently owned by the FMO.
GreenVolt intends to apply for several new patents also covering various aspects
of fuel cell design and construction.
8. COMPETITION
"Fuel Cells 2000" (www.fuelcells.org/fcdevel.html) lists some 370 fuel cell
research operations and companies, not including several more of which
management of GreenVolt is aware, the bulk of which are likely far better
capitalized than is the Company. Most of this fuel cell activity is focused upon
PEM cell technology. A few are known to be working on AFC cell technology, the
most prominent of which is NASA and its suppliers. Aside from NASA and its
suppliers, none appear in GreenVolt management's judgment to currently have
sufficient capability or financial support to bring this AFC Fuel Cell
technology to market, although this could quickly change in the future.
9. OPERATING ASSETS
The Company's primary assets are all held by its wholly-owned subsidiary,
GreenVolt, and consist only of intellectual property rights.
Research and development costs have been expensed as they have been incurred.
10. PATENTS, COPYRIGHTS AND TRADEMARKS
The Registrant and its wholly-owned subsidiary currently hold no copyrights,
patents or trademarks.
However, GreenVolt Corp. has access to over 60 existing patents held by others
and dealing with Fuel Cells, contractually held through a Development Agreement.
Additional innovative features are currently being developed and will be subject
to patent application as they are developed.
11. RESEARCH AND DEVELOPMENT ACTIVITIES
In the three months ending June 30, 2000, GreenVolt expended in excess of
$20,000CDN on research and development.
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The Company anticipates expending additional material amounts in further
development in the future, before the technology will be commercialized. The
availability, source and terms for new capital which will be required to
complete this development are uncertain at this time, and there is no assurance
the Company will be successful in raising the necessary capital, or raising the
capital on favorable terms.
12. GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS
At the present time, the Company is not required to seek the review of any
local, state, federal or international regulatory body in connection with its
development activities.
The Alkaline Fuel Cells do not discharge harmful materials into the environment
and thus there are no known environmental regulations that the Company will be
subject to.
13. SEASONAL FACTORS
The Company believes that due to the nature of the products and services, it is
not likely that future sales and revenues will fluctuate seasonally.
14. COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS.
The Company is not currently engaged in any business which would require
compliance with Federal or State environmental agencies, rules and regulations..
15. VENDORS
There are no single source vendors, and the Company is not dependent on any
particular vendor.
16. RAW MATERIALS
All raw materials are currently available in the market place. The materials are
available in international markets, as well as the domestic market.
17. CAPITAL
On April 12, 2000, GreenVolt entered into a letter of understanding to borrow up
to $130,000 in exchange for Convertible Debentures, convertible into shares
11
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of GreenVolt's Common Stock, at a conversion price of $0.15 per share, for a
total of up to 867,000 shares. $60,000CDN of this loan commitment was funded in
May of 2000. The Company and the lender are still discussing the terms,
including interest rate and maturity date, for this debt. No convertible
debentures have been issued as of yet with respect to the first $60,000CDN
tranche of this loan. In the interim, the $60,000CDN advanced has been booked as
a short term loan on the Company's books and records.
The Company's capital is currently insufficient to conduct its business. If it
is unable to obtain additional capital, Registrant will be unable to complete
development of its fuel cell. The sources, availability and terms for additional
capital to sustain the Company's operations are unknown at this date, and there
is no assurance the Company will be able to locate sufficient capital to carry
forward its business and implement its business plan.
18. EMPLOYEES
The Company has two full time employees during its transition stage. At this
time the Company has contracted all of its Research and Development work under a
Technology Development Agreement to a Fuel Cell Research corporation who has 20
employees.
19. CAUTION REGARDING FORWARD LOOKING STATEMENTS
The statements contained in this Form 8-K Report that are not
historical facts are "forward-looking statements" and can be identified
by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "should", "intends" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties.
Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in the
future from those expressed in any forward-looking statements made
herein.
Registrant does NOT promise to update forward-looking information to
reflect actual results or changes in assumptions or other factors that
could affect those statements. Persons reading this Form 8-K Report are
cautioned that such statements are only predictions and that actual
events or results may differ materially. In evaluating such statements,
readers should specifically consider all the various factors which
could cause actual events or results to differ materially from those
indicated by such forward-looking statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) FINANCIAL STATEMENTS
The following Financial Statements are not included in this
Form 8-K Report, but will be filed by an amendment to this
Form 8-K within sixty days of the date of filing this Form 8-K
Report.
(1).1 Report of Independent Auditors for GreenVolt Corp.
(1).2 Audited Balance Sheets for GreenVolt, Corp. as of
June 30, 2000.
(1).3 Audited Statements of Income for GreenVolt, Corp. for
its fiscal years ended June 30, 2000 and June 30,
1999.
(1).4 Audited Statements of Shareholders Deficiency for the
fiscal years ended June 30, 2000 and June 30, 1999
(1).5 Audited Statements of Cash Flows for GreenVolt, Corp
for the fiscal years ended June 30, 2000 and June 30,
1999
(1).6 Notes to Financial Statements as of June 30, 2000 and
June 30, 1999
(c) OTHER EXHIBITS
(2) Plan and Agreement of Reorganization by Exchange by
Beck & Co. of its Voting Stock in Exchange for 100%
of the Outstanding Stock of GreenVolt, Corp.*
*(supplied as an Exhibit to original filing of Form 8-K on August 10, 2000.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
--------------------------------------------------------------------------------
The acquisition of all of the outstanding stock of GreenVolt, Corp by
Registrant, as described elsewhere herein, was accomplished in a stock for stock
exchange, whereby Registrant issued a total of 12,435,240 shares of its Common
Stock to the five Canadian shareholders of GreenVolt, Corp., in reliance on SEC
Regulation S and/or Section 4(2) under the Securities Act of 1933. This share
issuance is summarized as follows:
<TABLE>
<CAPTION>
Beck
Common Persons to Shares of GreenVolt
Date Shares Sold Whom Sold Tendered to Beck Exemption
---- ----------- --------- ---------------- ---------
<S> <C> <C> <C> <C>
7/29/00 10,446,240 Thomas Faul 8,400,000 Section 4(2) and Reg S
7/29/00 932,700 John Munro 750,000 Section 4(2) and Reg S
7/29/00 932,700 George Coventry 750,000 Section 4(2) and Reg S
7/29/00 61,800 Douglas Carr 50,000 Section 4(2) and Reg S
7/29/00 61,800 Ulrich Kretchsmar 50,000 Section 4(2) and Reg S
------------- ------------
12,435,240 Shares 10,000,000 Shares
</TABLE>
The Registrant has valued the 12,435,240 shares of Beck's common Stock issued in
this exchange for all the shares of GreenVolt, at a nominal value of $US
12,435.24, representing the par value of the Beck common shares issued, for
purposes of this transaction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.
DATED this ______ day of October, 2000.
GREENVOLT POWER CORP.
By /s/ Thomas Faul
-----------------------------------
Name: Thomas Faul
Title: President and Chief Executive Officer
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EXHIBITS
GREENVOLT CORP.
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
Report of Independent Auditors
F-1
Balance Sheets as of June 30, 2000 and 1999
F-2
Statements of Operations for the Years Ended June 30, 2000 and 1999
F-3
Statements of Shareholders' Deficiency for the Years Ended June 30, 2000 and
1999
F-4
Statements of Cash Flows for the Years Ended June 30, 2000 and 1999
F-5
Notes to Financial Statements as of June 30, 2000 and 1999
F-6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
GreenVolt Corp.
We have audited the accompanying balance sheets of GreenVolt Corp. as of June
30, 2000 and 1999 and the related statements of operations, shareholders'
deficiency, and cash flows for the years then ended. 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 audits.
We conducted our audits 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
misstatements. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of GreenVolt Corp. as of June 30,
2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
Financial Statements, the Company's significant operating losses, working
capital deficiency and significant capital requirements raise substantial doubt
about the ability of the Company to continue as a going concern. The statements
do not include any adjustments that might result from the outcome of this
uncertainty.
HOLLANDER, LUMER & CO. LLP
Los Angeles, California
September 29, 2000
F-1
<PAGE>
GREENVOLT CORP.
(A Company in the Development Stage)
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1 $ --
Prepaid value added tax 1,278 --
Due from related parties 2,237 --
Advances for fuel cell development 14,466 --
--------- ---------
$ 17,982 $ --
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Advances from third party $ 40,434 $ --
Due to officer 1,611 2,806
--------- ---------
TOTAL LIABILITIES 42,045 2,806
--------- ---------
SHAREHOLDERS' DEFICIENCY
Common stock, no par value; authorized - unlimited
shares issued and outstanding - 10,000,000 shares
in 2000 and 18,925 shares in 1999 543,260 68
Deficit accumulated during the development stage (567,085) (2,460)
Accumulated other comprehensive expense (238) (414)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIENCY (24,063) (2,806)
--------- ---------
$ 17,982 $ --
========= =========
</TABLE>
See accompanying Notes to Financial Statements
F-2
<PAGE>
GREENVOLT CORP.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
REVENUES $ -- $ --
EXPENSES
General and administrative 507,136 713
Research and development 57,489 --
TOTAL EXPENSES 564,625 713
--------- ---------
NET LOSS $(564,625) $ (713)
--------- ---------
OTHER COMPREHENSIVE INCOME (EXPENSE)
Foreign currency translation adjustment 176 (414)
--------- ---------
COMPREHENSIVE LOSS $(564,449) $ (1,127)
========= =========
</TABLE>
See accompanying Notes to Financial Statements
F-3
<PAGE>
GREENVOLT CORP.
(A Company in the Development Stage)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
Common Stock Other
---------------------------- Accumulated Comprehensive
Shares Amount Deficit Expense Total
---------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1998 -- $ -- $ (1,747) $ -- $ (1,747)
Issuance of common stock 18,925 68 68
Foreign currency translation adjustment (414) (414)
Net loss (713) (713)
----------- ----------- ----------- ----------- -----------
Balance, June 30, 1999 18,925 $ 68 $ (2,460) $ (414) $ (2,806)
Issuance of common stock for services 10,000,000 543,192 543,192
Cancellation of common stock (18,925) --
Foreign currency translation adjustment 176 176
Net loss (564,625) (564,625)
----------- ----------- ----------- ----------- -----------
Balance, June 30, 1999 10,000,000 $ 543,260 $ (567,085) $ (238) $ (24,063)
=========== =========== =========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements
F-4
<PAGE>
GREENVOLT CORP.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(564,625) $ (713)
Adjustments:
Foreign currency translation adjustment 176 (16)
Issuance of stock for services 543,192 --
Changes in operating assets and liabilities:
Prepaid value added tax (1,278) --
Advances for fuel cell development (14,466) --
Due to officer (1,195) 661
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (38,196) (68)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to related parties (2,237) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (2,237) --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from third party 40,434 --
Proceeds from issuance of common stock -- 68
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 40,434 68
--------- ---------
NET INCREASE IN CASH 1 --
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR -- --
--------- ---------
CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 1 $ --
========= =========
</TABLE>
See accompanying Notes to Financial Statements
F-5
<PAGE>
GREENVOLT CORP.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
1. General
Description of Business: GreenVolt Corp. (the "Company") was incorporated in
1994 as Flint Energy Inc. to develop ecologically improved power generation
technology. The initial developments were systems for High Speed Flywheel Energy
Storage. The name of the company was changed to Astris Technology Inc. and then
to GreenVolt Corp. to further develop the Alkaline Fuel Cell ("AFC") for home
and stationary electrical power generation.
The Company is in its pre-production and testing stage, and therefore, it
currently has no sales, and is not extensively marketing its AFC technology.
2. Significant Accounting Policies
Start-Up Activities: Costs of start-up activities and organizational costs were
expensed as incurred.
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 reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The Company's financial instruments consist
of cash equivalents, accrued expenses, and due to related parties. The fair
values of the Company's financial instruments approximate the carrying value of
the instruments.
Property and Equipment: Property and Equipment is recorded at cost and
depreciation is computed on the straight-line method based upon the estimated
useful life or over the lease term, whichever is shorter.
Research and Development Costs: Research and development costs are expensed as
incurred.
Stock-Based Compensation: Transactions in which goods or services are received
in exchange for equity instruments are accounted for on the basis of the fair
value of the consideration received.
Foreign Currency Translation: The Company is using the Canadian dollar as their
functional currency. Assets and liabilities are translated into U.S. dollar at
period-end exchange rates. Income statement amounts are translated using the
average rate during the year. Gains and losses resulting
F-6
<PAGE>
from translating foreign currency financial statements are accumulated in a
separate component of shareholders' equity until the Company is sold or
liquidated.
Income Taxes: The Company utilizes the asset and liability method for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
3. Disclosure of Certain Significant Risks and Uncertainties
Going Concern: The Company has accumulated net losses of $564,449 and negative
working capital of $24,063 as of June 30, 2000. The Company's capacity to
operate as a going-concern is dependent on its ability to obtain adequate
financing to fund its operations until the Company is able to complete the
necessary testing required to begin the marketing of the products and generate
commercial revenues sufficient to fund ongoing operations There can be no
guarantee that any additional financing will be available on terms favorable to
the Company or its shareholders or that the marketing of its products will be
successful. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Dependence on Key Personnel: The success of the Company is largely dependent on
the personal efforts of Mr. Thomas Faul, the founder and CEO of the Company. The
loss of Mr. Faul could have a materially adverse effect on the Company's
operations.
Other Risks and Uncertainties: The Company is subject to various risks and
uncertainties frequently encountered by companies in early stage of development.
Such risks and uncertainties include, but are not limited to, its limited
operating history and a lack of awareness of the Company's product.
4. Prepaid Value Added Tax
Value Added Tax ("VAT") is an indirect tax levied on consumer goods and business
transactions in many countries, including Canada. Upon purchase of goods, the
consumer pays for the goods plus the VAT, which is collected by the seller. The
seller subsequently remits the VAT to the proper taxing authority. Likewise,
certain expenditures by the seller are eligible for reclaim of VAT. As of June
30, 2000 and 1999 the Company had a VAT reclaimable amount of $1,278 and $0,
respectively.
<PAGE>
5. Related Party Transactions
Due from related parties is comprised of non-interest bearing advances which are
due on demand to companies owned by Thomas Faul, a majority shareholder of the
Company. As of June 30, 2000 the Company had $2,214 due from Rama Wheel
Corporation and $23 due from Teckserve Limited. As of June 30, 1999 there were
no advances to related parties.
6. Property and Equipment
Property and equipment is comprised of a computer that has been fully
depreciated as of June 30, 1998.
7. Deposit - Fuel Cell Development
Under the Technology Development Agreement with Fuel Cell Technologies Ltd.
("FTC"), the Company advanced $33,500 to FTC for initial funding for fuel cell
development. (See Note 11) As of June 30, 2000 there was a balance of $14,466
remaining from the initial advance.
8. Advances from Third Party
In April 2000, the Company entered into a financing agreement with a third
party. Under the agreement, the third party has advanced, to the Company, a
non-interest bearing amount of $40,434 as of June 30, 2000. In consideration for
the advance, the Company agreed to issue, to the third party, debentures that
can be converted into the Company's Common Stock at $0.10 per share. As of June
30, 2000, these debentures have not been issued.
9. Due to officer
Due to officer consists of non-interest bearing advances to the Company by
Thomas Faul, a majority shareholder of the Company. Repayment is due upon
demand.
10. Shareholders' Deficiency
During the fiscal year ended June 30, 1999, the Company issued 18,925 shares of
common stock to Thomas Faul. During the fiscal year ended June 30, 2000 the
Company canceled the 18,925 shares and issued a total of 10,000,000 shares to
Thomas Faul, John Munro, George Coventry (son of Thomas Faul), Ulricht
Krechmier, and Douglas Carr for services rendered to the Company. The shares
were valued based on the value of the services recorded.
<PAGE>
As of June 30, 2000 and 1999 there were 10,000,000 and 18,925 shares of the
Company's Common Stock issued and outstanding, respectively.
11. Subsequent Events
In August 2000, under the aforementioned financing agreement in Note 8, the
third party advanced an additional $33,695 to the Company.
On July 29, 2000, pursuant to the terms of an Agreement and Plan of
Reorganization (the "Merger Agreement"), Beck & Co. ("Beck"), a Nevada
Corporation, acquired all of the outstanding Common Shares of the Company in a
stock for stock exchange wherein Beck issued 12,435,250 shares of its Common
Stock to the existing shareholders of the Company for 100% of then outstanding
shares of GreenVolt, making the Company a wholly-owned subsidiary of Beck.
As part of the terms of the Merger Agreement, Beck's existing shareholders gave
back and canceled for no consideration, 9,600,000 shares of Beck's outstanding
common shares owned by them. Furthermore, Beck's existing shareholders forgave
all advances or loans made to Beck except for $15,000. Beck also issued 600,000
new, restricted shares of Beck's common stock to an investment banker.
As part of the terms of the Merger Agreement, on September 12, 2000 Beck changed
its name to GreenVolt Power Corp. and the Company changed its fiscal year end
from March 31 to June 30 in order to coincide with the fiscal year end of
GreenVolt Power Corp.
The table below presents pro forma unaudited consolidated financial statements
as if the merger took place as of July 1,2000. No goodwill has been recognized.
<TABLE>
<CAPTION>
GREENVOLT PROFORMA PROFORMA
CORP. BECK & CO. ADJUSTMENTS CONSOLIDATED
--------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents 1 5,954 -- 5,955
Inventory -- 2,971 -- 2,971
Prepaid value added tax 1,278 -- -- 1,278
Due from related parties 2,237 -- -- 2,237
Advances for fuel cell development 14,466 -- -- 14,466
-------- -------- -------- --------
TOTAL CURRENT ASSETS 17,982 8,925 -- 26,907
-------- -------- -------- --------
FIXED ASSETS, NET -- 10,120 -- 10,120
-------- -------- -------- --------
TOTAL ASSETS 17,982 19,045 -- 37,027
======== ======== ======== ========
CURRENT LIABILITIES
Accounts payable and accrued expense -- 18,246 -- 18,246
Allowance for sales returns -- 4,885 -- 4,885
Notes payable - related party -- 13,246 (10,746) 2,500
Advances from third party 40,434 -- -- 40,434
Due to officer 1,611 36,000 (23,500) 14,111
-------- -------- -------- --------
TOTAL LIABILITIES 42,045 72,377 (34,246) 80,176
-------- -------- -------- --------
SHAREHOLDERS' DEFICIENCY
Common stock 543,260 15,218 (539,825) 18,653
Additional paid in capital -- 52,982 (21,498) 31,484
Deficit accumulated during the
development stage (567,085) (121,532) 595,331 (93,286)
Accumulated other comprehensive expense (238) -- 238 --
-------- -------- -------- --------
TOTAL SHAREHOLDERS' DEFICIENCY (24,063) (53,332) 34,246 (43,149)
-------- -------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
DEFICIENCY 17,982 19,045 -- 37,027
======== ======== ======== ========
</TABLE>
