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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: June 30, 2000
Commission File Number: 000-26607
GREENVOLT POWER CORP.
(formerly Beck & Co.)
---------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0390828
-------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4055 DIGBY DRIVE
ORILLIA, ONTARIO, CANADA L3V 6H2
--------------------------------------------
(Address of principal executive offices)
(705) 327-8331
--------------------------
(Issuer's Telephone Number)
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 requirement for the past 90 days. YES X No
State issuer's revenues for its most recent fiscal year: $58,671.00
Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this report and no disclosure will be
contained to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part 111 of this Form 10-KSB
or any amendment to this Form 10-KSB: [ X ]
As of September 1, 2000, the aggregate market value of the voting stock
held by non-affiliates, computed by reference to the price at which the common
equity was sold, or the closing price of such common equity as of a specified
date within the past 60 days (October 3, 2000); was $19,093,725.
State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: 18,652,740 as of September 1, 2000
Transitional Small Business Format: YES NO X
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TABLE OF CONTENTS
PART I
<TABLE>
<S> <C>
Item 1. Description of Business......................................................................................3
Item 2. Description of Property......................................................................................10
Item 3. Legal Proceedings............................................................................................10
Item 4. Submission of Matters to a Vote of Security Holders..........................................................10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters .......................................11
Item 6. Management's Discussion and Analysis or Plan of Operation....................................................13
Item 7. Financial Statements and Supplementary Data .................................................................15
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.........................................................................16
PART III
Item 9. Directors and Executive Officers.............................................................................17
Item 10. Executive Compensation......................................................................................19
Item 11. Security Ownership of Certain Beneficial Owners and Management..............................................20
Item 12. Certain Relationships and Related Transactions..............................................................21
Item 13. Exhibits....................................................................................................22
</TABLE>
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PART I
ITEM 1: DESCRIPTION OF BUSINESS
I. INTRODUCTION
GreenVolt Power corp. (formerly Beck & co.) (the "Company") was formed
as a Nevada corporation on April 14, 1998, to operate as a specialty retailer of
fine jewelry. In its fiscal year ending June 30, 2000, the Company sold a
limited quantity of jewelry through direct-mail and word of mouth advertising.
In August 1999, the company established a retail jewelry presence on the
Internet located at WWW.E-TAILJEWELRY.COM. Management initially intended to
focus its resources on developing a dynamic e-commerce Internet presence
marketing fine jewelry and establishing specialty outlets in small rural
communities.
However, on July 29, 2000, subsequent to the close of its June 30, 2000
fiscal year, the Company acquired 100% of the outstanding shares of GreenVolt
Corp., an Ontario Corporation ("GreenVolt") in a stock for stock exchange.
GreenVolt is a development stage company, and is in the process of developing an
Alkaline Fuel Cell for commercial and industrial use. In connection with this
transaction, management of the Company changed, and the Company has begun to
wind down and intends to discontinue operating its retail jewelry business, in
order to focus all management attention on GreenVolt's business.
On September 12, 2000, the corporation changed its name from "Beck &
Co." to "GreenVolt Power Corp.", in order to better reflect its intended
business.
II. 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
III. 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 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.
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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 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
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GreenVolt management proposes to market directly to these business sectors as
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 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.
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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.
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.
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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 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. GOING CONCERN ASSUMPTION IN ACCOUNTANT'S REPORT
The Company's outside accountant, HJ & Associates, LLC, has assumed in
connection with rendering its Independent Auditors Report, that the Company will
continue as a going concern, noting "The Company is a development stage company
with no significant operating results to date, which raises substantial doubt
about its ability to continue as a going concern."
B. THE COMPANY'S RETAIL JEWELRY BUSINESS
In the fiscal year ending June 30, 2000, the Company focused management
time on developing an Internet presence for the retail sale of fine jewelry over
the Net. The Company's Internet site went online to the public in August 1999 at
WWW.E-TAILJEWELRY.COM.
Through its Internet site, customers are able to scroll through a
number of photographs and identify appealing jewelry products. The customer is
able to enter information regarding sizes and colors and the ability to purchase
the products directly online. The Internet site has the capability to accept
Visa, Master Card, American Express and Discover credit cards online, and
provide the customer with a printable order form or telephone their order
directly to the Company. By utilizing the Internet, the Company is able to
substantially minimize its costs while having the opportunity to generate sales.
The Company is currently operating its retail jewelry business from the
home of Larry Beck, its former President.
It is estimated that minimum operating expenses are approximately
$1,000 per month, including the costs of an Internet service provider, web
development, phone, fax, postage, printing, packaging, legal and minimum
marketing through word of mouth, search engines, discussion groups, chat rooms
and classified advertising. The Company's Internet service provider is Big
Planet located in Salt Lake City, Utah. The Company believes its Internet
service provider has adequate bandwidth and technology to manage the Company's
operations at the current rate.
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The Company does not manufacture merchandise. It purchases
substantially its entire inventory directly from third party manufacturers and
cutters located in the United States and abroad. Currently, the Company does not
have any contractual agreements with vendors for its merchandise. The Company is
working with approximately five different suppliers for its jewelry products who
require payment for orders upon delivery or within 30 days and is on a
transaction by transaction basis.
The Company does not currently have sophisticated inventory control
systems due to its limited inventory. Inventory control systems currently in use
are off the shelf software programs.
Products are shipped by the Company or directly from the manufacturer
at no charge to the customer for standard delivery service by U.S. Postal
Service or UPS. The Company does charge the customer for overnight or 2-day
delivery service throughout the U.S. Postal Service, UPS, DHL or Federal
Express. It is the Company's practice to insure shipments against loss, theft or
damage, in the full amount of each order. In the Company's experience, it takes
approximately seven working days from date of order for the product to be
delivered by standard delivery. Returns are accepted by the Company if made
within seven days after receipt by the customer.
There is no significant government regulation of the Company's
operations.
The Company is involved in intense competition with other local jewelry
outlets as mail order companies and other Internet sites. Such competing
companies have lengthier experience as jewelry retailers, along with greater
financial and other resources than the Company. Additionally, the Company
competes, to a limited extent, with out of state jewelry outlets to the extent
that customers choose to purchase products in larger cities.
The Company's retail jewelry business has been in the development
stage, and the Company currently has no employees, except for its former
President, Larry Beck.
Because new management of the Company has opted to focus the Company
primarily on fuel cell technology development, since the change in management on
July 29, 2000, the Company has been in the process of winding down its retail
jewelry business, and is now looking for a buyer for its retail jewelry
business.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company has corporate and administrative offices, and a small
research facility on a rent free basis in the home of Thomas Faul, its
President, and in a small work shop building separately located on his property,
in Orillia, Ontario. Management believes its facility is adequate for the
Company's current level of operations, but anticipates leasing facilities once
additional capital is obtained.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation outstanding, and management is not aware of any
potential claims which might be asserted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
A. MARKET INFORMATION.
The Company's Common Stock traded over-the-counter on the NASD Bulletin
Board Market under the symbol "BCKC" during the fourth quarter of its 1999/2000
fiscal year, and under the symbol "GVLT" since September 20, 2000. The closing
sales price for the Company's shares as of September 1, 2000, was $2.625.
Set forth below is the high and low bid information for the Company's
Common Stock for the last quarterly period. Prior to the Company's fourth
quarter of its fiscal year ending June 30, 2000, the Company's stock did not
trade.
<TABLE>
<CAPTION>
High Low
Period Bid Bid
------ --- ---
<S> <C> <C>
4th Quarter 1999 0.010 0.010
</TABLE>
At September 1, 2000, the Company had approximately 75 Shareholders of
record.
The Company has not paid a dividend since its incorporation, and
management does not anticipate the Company will pay dividends in the near
future.
B. Sales of Unregistered Securities from inception through September 1,
2000.
<TABLE>
<CAPTION>
Amount of Common Class of Persons Total Total
Date Stock Sold to Whom Sold Offering Price Commission Exemption
---- ---------- ------------ -------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
4/98 10,000,000 Chief Executive Officer For services 0 Rule 504 &ss.4(2)
rendered valued
at $45,950
4/98 5,000,000 Accredited Investors $500 0 Rule 504 &ss.4(2)
6/98 70,000 Accredited Investors $7000 0 Rule 504 &ss.4(2)
3/99 147,500 Accredited investors $14,750 0 Rule 504 &ss.4(2)
7/00 12,435,240 Shareholders of $124,352(1) 0 ss.4(2)
GreenVolt Corp.
7/00 600,000 Accredited Investor $6,000 0 ss.4(2)
for consulting
services
8/00 Commitment Accredited Investor/ Convertible debt 0 ss.4(2)
to Issue Consultant financing at
Convertible Debt, $60,000
convertible into
400,000 shares
at an exercise
price of
$0.15/ share
</TABLE>
(1) The offering price was paid in the form of the exchange and transfer to the
Company of 100% of the outstanding Capital Stock of GreenVolt Corp.
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SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal Year Ended June 30
2000 1999
---- ----
<S> <C> <C>
Operating Revenues 58,671 34,673
Loss from Operations (61,260) (51,270)
Loss from Operations per
Common Share 0.00 0.00
Total Assets 19,045 14,795
Long Term Obligations 0 0
Cash Dividends per Common Share 0 0
</TABLE>
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ITEM 6:
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
Results of Operations
Fiscal Years Ended June 30, 2000 and 1999 and from Inception on April 15, 1998
through June 30, 2000 (audited).
The Company had net sales of $58,671 for the year ended June 30, 2000, $34,673
for the year ended June 30, 1999 and $97,145 from inception on April 15, 1998
through June 30, 2000. Cost of Sales was $54,190, $29,801 and $86,738 for the
years ended June 30, 2000 and 1999 and from inception on April 15, 1998 through
June 30, 2000, respectively, resulting in a gross margin of $4,481, $4,872 and
$10,407 for the years ended June 30, 2000 and 1999 and from inception on April
15, 1998 through June 30, 2000, respectively. Sales are attributable primarily
from word of mouth and direct mail advertising. The Company realized very little
revenue from its website to date.
The Company incurred operating expenses of $65,741 for the fiscal year ended
June 30, 2000, $56,142 for the fiscal year ended June 30, 1999 and $131,269 from
inception on April 15, 1998 through June 30, 2000. The operating expenses for
all periods resulting primarily from general corporate administration, legal and
professional expenses, advertising, salaries, and accounting and auditing costs.
As a result of the foregoing factors, the Company realized a net loss of $61,868
for the year ended June 30, 2000, $51,332 for the year ended June 30, 1999 and
$121,532 from inception on April 15, 1998 through June 30, 2000.
Liquidity and Capital Resources for the Year Ended June 30, 2000 (Audited)
At June 30, 2000, the Company had a working capital deficit of $63,452 as
compared to working capital of $6,209 at June 30, 1999. The working capital
deficit resulted primarily from accrued salaries payable to the Company's
president, Larry Beck, which he has elected to defer until such time as the
Company has sufficient cash flow from operations to pay the salaries and cover
other expenses of operation. The Company's capital was obtained from a loan of
$2,500 to the Company from Park Street Investments, a stockholder of the
Company, a loan of $10,746 to the Company from Larry Beck, the president of the
Company and the sale of 21,750 shares of common stock resulting in gross
proceeds to the Company of $21,750. This sale was conducted pursuant to a
private offering by the Company completed in March 1999. At June 30, 2000, the
Company had cash in the amount of $5,954 as compared to cash of $10,191 at June
30, 1999.
The Company has incurred operating expenses since inception on April 15, 1998
through the period ended June 30, 2000 of $(120,862). The net loss on operations
was $(61,260) from July 1, 1999 through June 30, 2000. There is no assurance
that revenues or profitability will ever be achieved by the Company.
With the change of management in July, 2000, new management has elected to wind
down the Company's retail jewelry business and seek a buyer for these assets and
business. At the same time, new management intends to focus all of its efforts
on the business of the Company's new wholly-owned subsidiary GreenVolt Corp.,
and its efforts to develop and commercialize new fuel cell technology.
Management is now seeking sources of debt and/or equity capital in order to
further capitalize its GreenVolt Corp. Subsidiary and fund the development and
commercialization of that Company's fuel cell technology. The Company has not
identified any potential sources of debt or equity financing and can not predict
whether any such financing will in fact be obtained by the Company or on what
terms. There is also no assurance that GreenVolt Corp.'s
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fuel cell technology can be successfully developed, successfully commercialized,
or that fuel cells, if ultimately manufactured, will receive market acceptance
and generate sales and profits from the Company.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS. The statements
contained in this Form 10-KSB 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 10-KSB 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 SUPPLEMENTARY DATA
The audited Financial Statements and related Notes and Schedules of
GreenVolt Power Corp., (formerly Beck & Co.), including the balance sheets at
June 30, 2000 and the related statements of operations, stockholders' equity
(deficit), and cash flows for the year ended June 30, 2000 and 1999, and from
inception on April 14, 1998 through June 30, 2000, included elsewhere in this
report, have been so included in reliance on the report of HJ & Associates, LLC,
independent certified public accountants, given on the authority of such firm as
experts in auditing and accounting.
The financial statements required by this Item 7 are included elsewhere
in this report and incorporated herein by this reference.
15
<PAGE>
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
16
<PAGE>
PART III
ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Position Since
---- --- -------- -----
<S> <C> <C> <C>
Thomas Faul 76 President, Chief Executive
Officer and a Director 7/29/00
John Munro 59 Chief Financial Officer, 7/29/00
Treasurer, Secretary
and a Director
Ulrich Kretschmar 58 Director, Vice President - 9/27/00
Science
Larry L. Beck 46 Former Director, President, 4/15/98
Secretary and Treasurer,
(resigned July 29, 2000)
</TABLE>
The Directors serve until the next annual meeting of shareholders, or
until their successors are elected.
MR. THOMAS FAUL/PRESIDENT AND A DIRECTOR
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.
MR. JOHN MUNRO/SECRETARY, TREASURER AND CHIEF FINANCIAL OFFICER
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.
17
<PAGE>
DR. ULRICH KRETSCHMAR, DIRECTOR
ULRICH KRETSCHMAR, Director. Dr. Kretschmar obtained his Bachelor of
Science and Masters Degree from McMaster University in Hamilton Ontario, and in
1973 received his Ph.D. from the University of Toronto. Dr. Kretschmar
specialized in mineral phase chemistry and electrochemistry for his Ph.D.
Dr. Kretschmar's consulting practice client list includes Noranda,
International Pul and Paper, the Federal Government of Canada, the Federal
Government of Guyana, and the Provincial Government of Ontario. He has also been
a consultant for the International Development and Research Center of Canada and
the Commonwealth Science Council of London England.
Dr. Kretschmar is fluent in German, French, Spanish, and has translated
Norwegian, Swedish, Dutch, Romanian, Italian and Portuguese scientific papers
into English.
MR. LARRY L. BECK "FORMER" SOLE DIRECTOR/PRESIDENT, SECRETARY AND TREASURER
LARRY L. BECK was the founder of the Company and served as President,
Secretary, Treasurer and Director from April 15, 1998 through July 29, 2000.
From March 1996 through December 1997, Mr. Beck was involved in sales and
jewelry appraising for Fortier Jewelers, a chain of jewelry stores in Utah. From
September 1994 through February 1996 Mr. Beck managed the Shane Company, a
wholesale jewelry store in Utah. Mr. Beck helped open the first store and
participated in its growth to over $3,000,000 in sales. From April 1993 to
September 1994 Mr. Beck was a consultant for Silverman Retail Consultants, a
consulting firm that assisted distressed retailers in the area of closeouts,
bankruptcies, acquisitions and marketing.
18
<PAGE>
ITEM 10.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation paid and accrued
by the Company during its last three fiscal years to its Chief Executive
Officer. No other executive officer received annual salary and bonus in excess
of $100,000.
<TABLE>
<CAPTION>
Summary Compensation
--------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Secur-
Name Annual Restricted ities All Other
and Year Compen- Stock Underlying LTIP Compen-
Principal ending Salary Bonus sation Award(s) Options/ Payouts sation
Position June 30 ($) ($) $ ($) SARS (#) ($) ($)
--------- ------- --- --- - --- -------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry
Beck
Chair-
man of 1999 36,000 0 0 0 0 0 0
the Bd 1998 0 0 0 0 0 0 0
& CEO 1997 0 0 0 0 0 0 0
</TABLE>
EMPLOYMENT CONTRACTS
The Company's former president, Larry Beck, was compensated under an
employment agreement dated April 15, 1998, which provided for a base salary of
$3,000 per month that was to be increased when the annual revenues of the
Company exceed $500,000. Mr. Beck's compensation through the end of June 1999
was paid by the issuance to him of common stock of the Company. During the
fiscal year ending June 30, 2000, Mr. Beck accrued but had not be paid, a salary
of $37,000. On July 29, 2000, Mr. Beck waived this salary, and it was removed as
an obligation on the Company's books and records.
19
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership as of September 1, 2000, of the Company's Common Stock, by any person
who is known to the Company to be the beneficial owner of more than 5% of the
Company's voting securities, and by each director, and by officers and directors
of the Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL(1) PERCENTAGE
NAME AND ADDRESS OWNERSHIP OF CLASS(1)
---------------- ------------- -----------
<S> <C> <C>
Thomas Faul 10,446,240 56%
4055 Digby Drive(1)
R.R. 2
Orillia, Ontario L3V 6H2
John Munro 932,700 5%
George Coventry 932,700 5%
Larry L. Beck(1,2) 1,800,000 9.65%
Douglas Madden(1,3) 1,800,000 9.65%
James P. Evans and Valerie King(1,4), 1,800,000 9.65%
husband and wife
All current directors and
officers as a group (2 persons)
</TABLE>
(1) This address also applies to all persons listed.
(2) The Company is advised that Larry Beck has executed options to acquire
all of his shares, in favor of two separate parties, at a nominal option
exercise price. The Company has been advised that none of these parties are
affiliated with another. In the event that one or all of these options are
exercised, none of the acquiring optionees will own more than 5% of the
Company's stock.
(3) The Company is advised that Douglas E. Madden has executed options to
acquire all of his shares, in favor of four separate parties, at a nominal
option exercise price. The Company has been advised that none of these parties
are affiliated with another. In the event that one or all of these options are
exercised, none of the acquiring optionees will own more than 5% of the
Company's stock, with the exception of Philip Fox, who would become the owner of
7.5% of the Company's outstanding common stock.
(4) The Company is advised that James P. Evans has executed options to acquire
all of his shares, in favor of seven separate parties, at a nominal option
exercise price. The Company has been advised that none of these parties are
affiliated with another. In the event one or all of these options are exercised,
none of the acquiring optionees will own more than 5% of the Company's stock,
with the exception of Philip Fox, who would become the owner of 7.5% of the
Company's outstanding common stock.
The Company knows of no arrangements, including any pledge by any
person of securities of the Company, the operation of which may at a subsequent
date result in a change in control of the Company.
All reports required under Section 16(a) are believed to have been
timely filed by the officers, directors and 10% shareholders of the stock of the
Company.
20
<PAGE>
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) RELATED TRANSACTIONS
--------------------
1. A stockholder of the Company, Park Street Investments, loaned
$2500 to the Company on April 1, 1999, to cover operating
expenses. The loan bears interest at the rate of 10% per annum
and is payable in full on March 31, 2001.
2. On March 1, 2000, the Company was loaned $10,746 by Larry
Beck, its then President. This note was paid off in connection
with the transaction whereby the Company acquired GreenVolt
Corp.
3. 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 July of 2000.
21
<PAGE>
ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K
I Exhibits
(1) Audited Financial Statements and Related Notes and
Balance Sheets at June 30, 2000, and the Related
Statements of Operations, Stockholders' Equity
(deficit) and Cash Flows for the Years Ended June 30,
2000 and 1999, and from inception on April 14, 1998
through June 30, 2000.
II (2) Plan and Agreement of Reorganization by Exchange by
and between Beck & co. and GreenVolt Corp.*
(3) (i) Articles of Incorporation*
(ii) Bylaws*
(11) Statement re: Computation of Per Share Earnings
(21) Subsidiaries of Registrant:
GreenVolt Corp., an Ontario corporation
4055 Digby Drive
Orillia, Ontario, Canada L3V 6H2
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
*Incorporated by reference to Registrant's From 10-SB filed on July 6, 1999.
22
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GREENVOLT POWER CORP.
/s/ Thomas Faul
--------------------------
Thomas Faul, President and
Chief Executive Officer
/s/ John Munro
--------------------------
John Munro
Date: October 6, 2000 Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this report has been
duly signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chief Executive Officer,
President and a
/s/ Thomas Faul Director October 6, 2000
------------------------
Thomas Faul
Chief Financial Officer,
Secretary, Treasurer and
/s/ John Munro a Director October 6, 2000
------------------------
John Munro
/s/ Ulrich Kretschmar Director October 6, 2000
------------------------
Ulrich Kretschmar
</TABLE>
23
<PAGE>
BECK & CO.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000
<PAGE>
C O N T E N T S
Independent Auditors' Report................................................3
Balance Sheet...............................................................4
Statements of Operations....................................................5
Statements of Stockholders' Equity (Deficit)................................6
Statements of Cash Flows....................................................7
Notes to the Financial Statements...........................................8
<PAGE>
[HJ & ASSOCIATES, L.L.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Beck & Co.
(A Development Stage Company)
Murray, Utah
We have audited the accompanying balance sheet of Beck & Co. (a development
stage company) as of June 30, 2000 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended June 30, 2000
and 1999 and from inception on April 14, 1998 through 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 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
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 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 Beck & Co. (a development stage
company) as of June 30, 2000 and the results of its operations and its cash
flows for the years ended June 30, 2000 and 1999, and from inception on April
14, 1998 through June 30, 2000 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 is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
September 21, 2000
<PAGE>
BECK & CO.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
ASSETS
------
June 30,
2000
-----------------
<S> <C>
CURRENT ASSETS
Cash $ 5,954
Inventory 2,971
-----------------
Total Current Assets 8,925
-----------------
FIXED ASSETS, NET (Note 6) 10,120
-----------------
TOTAL ASSETS $ 19,045
=================
LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)
-----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 16,375
Accrued expenses (Note 4) 37,200
Allowance for sales returns 4,885
Notes payable - related party (Note 5) 13,246
Accrued interest 671
-----------------
Total Current Liabilities 72,377
-----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value: 5,000,000 shares authorized;
-0- shares issued and outstanding -
Common stock, $0.001 par value: 200,000,000
shares authorized; 15,217,500 shares issued and outstanding 15,218
Additional paid-in capital 52,982
Deficit accumulated during the development stage (121,532)
-----------------
Total Stockholders' Equity (Deficit) (53,332)
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 19,045
=================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BECK & CO.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
Inception on
For the Years Ended April 14, 1998
June 30, Through
--------------------------------------- June 30,
2000 1999 2000
------------------ ------------------ -----------------
<S> <C> <C> <C>
NET SALES $ 58,671 $ 34,673 $ 97,145
COST OF SALES 54,190 29,801 86,738
------------------ ------------------ -----------------
GROSS MARGIN 4,481 4,872 10,407
------------------ ------------------ -----------------
EXPENSES
General and administrative 24,802 18,214 44,685
Bad debt and return expense 2,933 1,734 4,884
Depreciation expense 2,006 194 2,200
Officer's salary 36,000 36,000 79,500
------------------ ------------------ -----------------
Total Expenses 65,741 56,142 131,269
------------------ ------------------ -----------------
LOSS FROM OPERATIONS (61,260) (51,270) (120,862)
------------------ ------------------ -----------------
OTHER (EXPENSES)
Interest expense (608) (62) (670)
------------------ ------------------ -----------------
Total Other (Expenses) (608) (62) (670)
------------------ ------------------ -----------------
NET LOSS $ (61,868) $ (51,332) $ (121,532)
================== ================== =================
BASIC (LOSS) PER SHARE $ (0.00) $ (0.00)
================== ==================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 15,217,500 15,106,770
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BECK & COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 14, 1998 Through June 30, 2000
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
-------------------------------- Paid-In Subscription Development
Shares Amount Capital Receivable Stage
-------------- ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Balance at inception on
April 14, 1998 - $ - $ - $ - $ -
Issuance of common stock
for services at $0.005 per share 10,000,000 10,000 35,950 (37,200) -
Issuance of common stock
for cash at $0.001 per share 5,000,000 5,000 (4,500) - -
Issuance of common stock
for cash at $0.10 per share 70,000 70 6,930 - -
Net loss from inception on
April 14, 1998 through
June 30, 1998 - - - - (8,332)
-------------- ---------------- --------------- ---------------- ---------------
Balance, June 30, 1998 15,070,000 15,070 38,380 (37,200) (8,332)
Issuance of common stock
for cash at $0.10 per share 147,500 148 14,602 - -
Receipt of stock subscription - - - 37,200 -
Net loss for the year ended
June 30, 1999 - - - - (51,332)
-------------- ---------------- --------------- ---------------- ---------------
Balance, June 30, 1999 15,217,500 15,218 52,982 - (59,664)
Net loss for the year ended
June 30, 2000 - - - - (61,868)
-------------- ---------------- --------------- ---------------- ---------------
Balance, June 30, 2000 15,217,500 $ 15,218 $ 52,982 $ - $ (121,532)
============== ================ =============== ================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
BECK & CO.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
For the Years Ended April 14, 1998
June 30, Through
----------------------------------- June 30,
2000 1999 2000
--------------- ----------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (61,868) $ (51,332) $ (121,532)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services - 37,200 45,950
Increase allowance for bad debt and returns 2,934 1,734 4,885
Depreciation expense 2,005 194 2,199
Changes in operating assets and liabilities:
Increase in accounts payable and accrued
expenses 52,438 2,819 56,746
(Increase) in inventory (694) (2,178) (2,971)
--------------- ----------------- ---------------
Net Cash (Used) by Operating Activities (5,185) (11,563) (14,723)
--------------- ----------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and equipment purchased (9,798) (2,521) (12,319)
--------------- ----------------- ---------------
Net Cash Used by Investing Activities (9,798) (2,521) (12,319)
--------------- ----------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable (related party) 10,746 - 10,746
Common stock issued for cash - 14,750 22,250
--------------- ----------------- ---------------
Net Cash Provided by Financing
Activities 10,746 14,750 32,996
--------------- ----------------- ---------------
NET INCREASE (DECREASE) IN CASH (4,237) 666 5,954
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,191 9,525 -
--------------- ----------------- ---------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 5,954 $ 10,191 $ 5,954
=============== ================= ===============
CASH PAID DURING THE YEAR FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ - $ 37,200 $ 45,950
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and 1999
NOTE 1 - NATURE OF ORGANIZATION
The financial statements presented are those of Beck & Co. (the
Company). The Company was organized under the laws of the State of
Nevada on April 14, 1998. The Company was organized for the
purpose of offering mail order and Internet retail jewelry sales.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 year end.
b. Provision for Taxes
At June 30, 2000, the Company has net operating loss carryforwards
of approximately $121,000 that may be offset against future
taxable income through 2020. No tax benefit has been reported in
the financial statements because the Company believes there is a
greater than 50% chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards
are offset by a valuation allowance of the same amount.
c. 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.
d. Cash and Cash Equivalents
The Company considers all highly liquid investment with a maturity
of three months or less when purchased to be cash equivalents.
e. Basic Loss Per Share
<TABLE>
<CAPTION>
For the Years Ended
June 30,
------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
Loss (Numerator) $ (61,868) $ (51,332)
Shares (Denominator) 15,217,500 15,106,770
----------------- -----------------
Per Share Amount $ (0.00) $ (0.00)
================= =================
</TABLE>
8
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Basic Loss Per Share (Continued)
The computation of basic loss per share of common stock is based
on the weighted standard average number of shares outstanding
during the period of the financial statements.
f. Revenue Recognition
Revenue is recognized upon shipment of goods to the customer in
accordance with APB Opinion 10. The Company ships the products to
the customer by overnight courier. The Company normally pays
postage which is charged to cost of goods at time the order is
shipped. Orders will sometimes carry insurance in case of lost,
theft or damage, depending on individual needs. Orders should be
received by the customer within seven working days from date of
order. Returns are acceptable within seven days after receipt
without charge. Custom pieces and platinum items will require a
15% re-stocking fee. Depending on the size, product ordered, and
whether the order is standard or custom, the Company will either
have the product shipped directly from the manufacturer or
wholesaler, or the Company will ship the product from the
Company's offices.
In circumstances where the Company sells products on consignment,
or where product is drop shipped, the Company only recognizes its
markup or commission as revenue. In circumstances where the
Company purchases the product and holds it as inventory, the
Company recognizes revenue on the sales price.
Currently, the Company has not experienced any returns or bad
debts and, therefore, cannot accurately predict the amounts it
will experience. Internet commerce is a new area for all
companies, and, therefore, industry standards are not clearly
defined. The Company is, therefore, charging 8% against revenues
as an allowance for returns and bad debt which it believes is
typical of companies in the retail jewelry business.
g. Inventory
Inventory consists of finished goods valued at the lower of cost
or fair market value, accounted for on a first-in-first-out basis.
9
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h. Paid-in Capital
The Company recorded $45,950 for the issuance of 10,000,000 shares
which were issued to the President in April 1998. This represents
fair market value of the services performed by the President from
inception through June 30, 1999. Services from inception through
June 30, 1998 of $8,750 include incorporation expenses of $1,000,
2.5 months of salary at $3,000 per month and 2.5 months of use of
office space at $100 per month. Services from July 1, 1998 through
June 30, 1999 of $37,200 include 12 months of salary at $3,000 per
month and 12 months of use of office space at $100 per month. No
other Company expenses have been paid on behalf of the registrant,
its shareholders or other affiliates during the period presented.
In March 2000, the Company approved a 10-for-1 forward common
stock split and increased the number of authorized shares of
common stock from 20,000,000 to 200,000,000. All references to
common stock have been retroactively restated.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
The Company's management has, therefore, committed to meeting its
minimal operating expenses for a period of at least 12 months.
Subsequent to year end, the Company completed a reverse merger
with Greenvolt, Corp., an Ontario, Canada corporation.
NOTE 4 - ACCRUED EXPENSES
As of June 30, 2000, the Company owed its President $36,000, which
represents a full years salary. Also, the Company had accrued 12
months of rent payable at $100 per month. No interest has accrued
and amounts are due on demand.
NOTE 5 - NOTES PAYABLE - RELATED PARTY
As of June 30, 2000, the Company owed Park Street Investments
$2,500. The note is due on March 31, 2001 and accrues interest at
10% per annum beginning April 1, 1999.
On March 1, 2000, the Company was loaned $10,746 by its President.
The note is due on March 31, 2001 and accrues interest at 10% per
annum.
Notes payable - related party as of June 30, 2000 totals $13,246.
10
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and 1999
NOTE 6 - FIXED ASSETS
Fixed assets are depreciated at the end of each period using the
straight-lien method of depreciation. Computer equipment is
depreciated over 3 years and furniture and other equipment is
depreciated over 7 years with no salvage value.
<TABLE>
<S> <C>
Furniture and other equipment $ 7,046
Computer equipment 5,274
Less: accumulated depreciation (2,200)
-----------------
Total Fixed Assets $ 10,120
=================
</TABLE>
Depreciation expense for the years ended June 30, 2000 and 1999
was $2,006 and $194, respectively.
NOTE 7 - SUBSEQUENT EVENT
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 the Company's
common stock were issued to a consultant.
11
