SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2000
Commission File No. 0-27147
COOL CAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 95-4705831
(State or other jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
450 North Brand Boulevard
Glendale, California 91203
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (604) 688-8619
Securities registered pursuant to Section 12(b) of the Act:
Common Stock
Securities registered pursuant to Section 12(g) of the Act:
None
Common Stock, (no par value)
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes_X_ NO___
The aggregate market value of the voting stock held by non-affiliates of the
Registrant on June 30, 2000, based on the average bid and asked prices of Common
Stock in the over-the-counter market on that date was $38,364,830.
18,127,966 shares of Registrant's Common Stock, no par value were outstanding on
June 30, 2000, prior to the effectiveness of the latest practicable date.
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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CONTENTS
Page
----
PART I
Item 1. BUSINESS 4
Item 2. PROPERTY 8
Item 3. LEGAL PROCEEDINGS 8
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 8
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER
MATTERS 8
Item 6. SELECTED FINANCIAL DATA 9
Item 7. PLAN OF OPERATION 9
Item 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA 15
Item 9. DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 15
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT 15
Item 11. EXECUTIVE COMPENSATION 16
Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT 16
Item 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 17
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K 17
PART I
Item 1. - BUSINESS
Cool Can Technologies, Inc. is a Minnesota corporation formed on April
1, 1998. There have been no bankruptcy, receivership or similar proceedings.
Cool Can Technologies, Inc. has developed, and patented a unique
proprietary technology which will allow for the licensing and manufacture of the
first commercially viable self-chilling beverage container.
A market survey was conducted to gauge consumer interest in purchasing
a self chilling beverage container. The survey was conducted by an outside
company, and not for this Company. The sample group was 300 persons, 150 male
and 150 female between 13 and 39 years of age. When asked if they would purchase
a self chilling can if available, the response was: 42% would purchase, 45%
would maybe purchase, 10% purchase if necessary, 2% maybe not purchase and 1%
not purchase.
The ability to chill a beverage is based on the theory of the latent
heat of evaporation of liquefied gasses and the cooling of those gasses due to
rapid expansion. The basic principles of evaporation and heat transfer dictate
that as liquid coolant is vaporized it draws heat from the surrounding area,
lowering the temperature of nearby materials.
The product consists of a cartridge of liquid CO2 that is held in place
by a cartridge holder. The unit is then placed in the can, the can subsequently
is filled and sealed. The cooling device will displace 2.5 ounces of the fluid,
so a 12 ounce can will contain 9.5 ounces of beverage with the cooling device
installed.
When the tab on the lid of the can is pulled a valving mechanism within
the can triggers the CO2 capsule causing the gas to be discharged through
diffusers of porous plastic into the beverage. The escaping CO2 forms into small
particles of frozen snow at extremely cold temperatures and rapidly imparts a
chilling action to the beverage, while simultaneously carbonating the beverage.
The amount of chilling and carbonation are adjustable depending on the
requirements of the manufacturer. Greater chilling may be obtained by increasing
the amount of liquid CO2. The amount of carbonation may be adjusted from no
carbonation to several levels greater than now used in manufactured soft drinks.
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The additional retail cost for the device is estimated to be $.25 -
$.30 per can, and may be used on a 12 ounce can or a 16 ounce can. The estimate
is based on preliminary quotes from manufacturers of the component parts. The
result is that the consumer may purchase a beverage and enjoy it cold without
having to purchase it from a cooler or purchase ice to cool the beverage. The
consumer does not have the option to deactivate the device on the can.
The manufacturer of the beverage may sell the beverage without the
concern of satisfying the consumer preference of a cold beverage by providing a
vending machine or other method of cooling the beverage.
The consumer may purchase the beverage and enjoy it at a later time
without the requirement of an ice chest or other method of cooling his drink, as
opposed to having to drink the beverage right after purchase as is the case with
one purchased from a vending machine or cooler. The consumer may purchase the
beverage and enjoy it hours later while in a boat or on the golf course.
The technology is intended to be used on a high speed canning line with
little impact on the speed of the canning line. The usual canning process
involves two parts; the main part of the can, which is filled with the drink,
and the lid which is sealed shut during the seaming process after the can has
been filled. Initial engineering diagrams have been completed for equipment
which will successfully integrate the inclusion of the chilling module insert
into a high speed canning line. There can be no assurance that the product can
be incorporated into a high speed canning line.
Patents and Trademarks
The company has obtained patent protection for its concept of a
self-chilling beverage container. The patent application filed in 1995 was
subsequently approved and Patent No 5,609,038 was issued to the company on March
11, 1997. The issued patent includes 24 claims regarding a self-chilling
beverage container and parts therefor. The patent expires 20 years from the
filing date of August 22, 1995, on August 21, 2015.
Internationally, the company has been granted coverage in some foreign
countries and others are pending. National phase patent applications were filed
on June 20, 1999 so that patent protection may be granted in 87 countries, these
are pending. National phase patent protection is patent treaty language that
indicates that the company is beginning the process of filing for patent
protection in foreign countries. Depending on the country, the grant of patent
protection may take from 1 to 8 years. In the interim, preliminary protection by
priority is established as of the filing date. The company anticipates patent
coverage in the vast majority of industrialized countries in the near future.
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The Company filed 14 trademark applications with the United States
Patent and Trademark Office in June, 1998. The Company received a response from
the Patent Office with a request to more narrowly define the scope of the
product. The Company has received a notice of allowance to utilize 11 of the 14
trademarks that were applied for, which means that the examining attorney did
not find any registered or pending marks which would prevent registration. These
trademark names describe both the product and the process involved in the
manufacture of a self chilling beverage container.
Government Regulations and Environment
All of the currently projected uses for the company's self-chilling
beverage container fall under the authority of the United States Food and Drug
Administration ("FDA"). The key element and the only substance which mixes with
the beverage is the C02 which has always been present in beverages and is an
accepted substance by the FDA for the beverage industry. The FDA regulates the
material content of all beverage containers and packages.
The materials used in manufacturing the Cold Can are similar to present
canning materials and are fully compatible with FDA requirements. FDA approval
is not required as long as there is compliance with all currently published
guidelines. The company also expects that licensees who will be filling the Cold
Can with beverages will comply with the appropriate FDA regulations. All
licensees will have a contractual obligation to produce products consistent with
the laws of their country, as well as additional quality control measures
requested by the Company, though specific language is unknown at this time.
The Environmental Protection Agency ("EPA"), in their efforts to
protect the stratospheric ozone, have determined that a self-chilling beverage
can utilizing C02 as the refrigerant has a minimal impact on the ozone layer. In
the Notice of Acceptability published in the Federal Register effective February
24, 1998, it was also determined that self-chilling cans utilizing C02 either
recovered as a by-product from other industrial activities or taken from the
atmosphere will further reduce the net impact. The EPA has not specifically
approved the Company's product design, but it does meet the standards of the
EPA. There have been no costs to date associated with compliance, nor are any
anticipated.
Various safety features are incorporated into the design and
manufacture of the Cold Can. The primary safety feature becomes important in a
situation such as throwing the can in a fire. The gasses in the cylinder will
harmlessly escape at a certain temperature through a safety valve. The uses of
C02 capsules in things like seltzer bottles and whipping cream dispensers is not
a new concept and have been used by consumers without incident for some time.
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Additionally, the Cold Can is designed to be in full compliance with
all recycling requirements since the component parts will be manufactured
utilizing only recyclable materials.
Competition
The company believes the market for a self-chilling beverage container
is an emerging market. The opportunity for a beverage company to incorporate a
technology, which allows a consumer to have a cold drink at any place, and at
any time is significant and compelling.
The company is aware of three other firms that are currently attempting
to manufacture and market a similar technology. The company believes the
competitors use either a combination of gases to create a chilling effect or a
C02 based reactant system, and hold one or more U.S. patents on their designs.
As of yet, none of these companies appear to be close to having a commercially
viable product available for purchase. All three of the competitors are private
companies and little is known about their size or financial capabilities.
The company believes that success in marketing a self-chilling beverage
container will be based primarily on price, ease of use, quality, product
awareness, product safety, and ultimately an endorsement by one or more major
beverage companies. There can be no assurance that the Company will be able to
successfully compete against its competitors.
The competitor's designs are somewhat more complex applications in that
their chilling unit must be attached to the bottom of the can and activated by
turning the can upside down and then pushing a button or pulling a tab. This
application mandates that their version of a self-chilling can must be produced
specifically for beverage companies through one of the major can manufacturers
because the external device must be added in some manner, which would require
another step in the manufacturing process. The Cold Can on the other hand is
considerably more versatile in that the chilling module is an insert which can
be delivered to either the can manufacturer or the beverage canning facility for
use with any standardized can out of general inventory as long as it is
identified with the "InstaCool" label. What differentiates the Cold Can from
it's competition is the unique valving and activation system by which the
reactant gas is released. The consumer is not required to push any buttons or do
anything specific to activate the Cold Can other than the normal process of
opening the can, thus making the Cold Can much more user friendly.
The Company has one employee, its President, who is paid as a
consultant, at this time.
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Item 2. - PROPERTY
None
Item 3. - LEGAL PROCEEDINGS
None
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock has been traded since June 28, 2000 on the
OTC Bulletin Board, before that time there was no activity. As of June 30, 2000
the following brokerage firms were making a market in the Company's common
stock: Protective Group Securities.
The following table sets forth for the periods indicated the range of
high and low closing bid quotations per share as reported by the
over-the-counter market. These quotations represent inter-dealer prices, without
retail markups, markdowns or commissions and may not necessarily represent
actual transactions.
Price per Share
---------------
High Low
---- ---
Fiscal year 2000
Fourth Quarter (March 31, 2000
through June 30, 2000) $5.00 $4.625
There are 76 holders of record of the common stock of the Company.
There have never been any dividends, cash or otherwise, paid on the common
shares of the Company.
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Item 6. - SELECTED FINANCIAL DATA
Fiscal Years Ended June 30,
---------------------------
2000 1999
---- ----
Income Statement Data
---------------------
Net Sales $ -- $ --
Net Income (loss) $(174,236) $(228,505)
Per Share Data
--------------
Net Income (loss) $ (.01) $ (.03)
As of June 30,
--------------
2000 1999
---- ----
Balance Sheet Data
------------------
Total Assets $ 22,179 $119,796
Total Liabilities $ 151,496 $ 74,877
Stockholders' Equity (Deficit) $(129,317) $ 44,919
Item 7. - PLAN OF OPERATION
Product Development
The company intends to implement the following procedural plan in order
to complete its final design specifications, then build and test the product.
This process will be accomplished in the following manner:
(1) Build a fully functioning prototype from the working drawings in the
issued patent. During this period the existing design will be
thoroughly reviewed and any modifications which will improve
efficiency, reduce cost, or decrease the occupied volume of the
chilling module insert.
(2) Conduct various safety tests by putting the unit through several stress
tests such as exposure to heat, testing a sealed can complete with
insert, by dropping it from various heights, and testing the integrity
and durability of the chilling module insert.
(3) Pre-production design generating both computer modeling of all parts
and engineering drawings incorporating any design modifications.
(4) Pre-production prototype construction. Three-dimensional construction
of all parts including preliminary rubber molds.
(5) Testing of pre-production prototypes.
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(6) Refine designs to incorporate test results and finalize production
specifications and drawings.
(7) Begin to source factory production facilities for all customized parts
and molding requirements.
(8) Generate manufacturing pricing data.
(9) Final consultation with all parties involved in the production of
finished goods-aluminum can manufacturers, filler manufacturers and
beverage canners.
The company has an agreement with California Manufacturing Technology
Center ("CMTC") in order to assist in the execution of its product development
and manufacturing processes plan. CMTC has agreed to provide prototype drawings
on AutoCad, component part costs and prototype fabrication as required. The
Company has paid $25,000 to complete the Phase I engineering program.
The CMTC will also assist the company in obtaining various
registrations such as ISO and CE Marking which are essential for vendors selling
to major U.S. and European corporations, as well as to the U.S. Government and
the Department of Defense. ISO and CE Marking are international quality
management standards. Most European countries require such certification.
The CMTC also has expertise in dealing with issues revolving around FDA
compliance, environmental management, and operational efficiency improvements.
Marketing Plans
The company's principal marketing strategy is comprised of two major
components. The first is the licensing of beverage companies worldwide for the
use of self-chilling beverage can technology and associated trademarks. The
second is the licensing of major aluminum can manufacturers for actual
manufacturing of the chilling module insert so that it can be subsequently sold
to beverage companies as a special insert or included with the can as one unit.
In the interim, while the company goes about the process of licensing
beverage companies and can manufacturers, the plan is to rent time and 'co-pack'
product samples at an existing beverage canning facility that will be used for
research and development. The intent is to demonstrate an actual canning process
placing chilling module inserts in both 12 and 16 ounce cans. The facility will
serve to demonstrate to beverage executives the viability of high speed canning
using the insert. The secondary purpose is to develop a facility with the
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capacity to package small runs of various beverage products. This will allow
beverage companies to 'test market' the concept without actually having to make
any capital investment in new equipment or altering their own production
facility.
The primary task of the corporation is licensing of the Cold Can
technology and fully developed designs of the chilling module inserts, as well
as the automatic insert feeding machines which will be incorporated into present
beverage canning lines. The company also intends to manufacture in its own plant
certain key components of the triggering mechanism. The company feels that by
actually supplying a key component to licensees it can more accurately track the
number of units sold by licensees, particularly those in foreign countries. The
sale of these units also becomes a significant profit center.
This strategy is not unlike that employed by The Coca-Cola Company in
supplying syrup to franchise bottlers or KFC supplying the seasoning to
franchisees for chicken. The Company does not mean to represent that it will
come anywhere near the success of those companies, and there is no guarantee
that the strategy will be successful.
Sales And Licensing Strategy
The company's strategy is to appoint a master licensee in each country
or designated region. The master licensee has the right to appoint
sub-distributors, subject to approval by the company.
The typical licensing agreement will have several components. The
company will issue a master license on an exclusive territorial basis to company
"X". Company "X" will be required to pay an up front fee to acquire the master
license. This initial fee will be based primarily on two factors, total
population and per capita beverage consumption within the designated territory.
During the term of the contract, company "X" will also be required to forward a
percentage of the initial fees paid by sub-licensees to the Company once they
have recovered their initial investment. Additionally there will be a commitment
to pay $.005 per unit ($.12 per case of 24) in royalties for each unit sold in
the territory. Company "X" will be required to purchase a minimum number of
units per year in order to maintain their exclusive contractural agreement. The
Company will be directly manufacturing certain key components of the insert in
order to effectively track international sales and of course provide an
additional revenue stream.
Concurrently, the company will license packaging equipment
manufacturers to develop, build and produce the automatic insert feeding machine
and any other required equipment for integration into beverage canning lines.
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Advertising and promotion
Phase one of the advertising campaign will be in support of the initial
licensing effort and will consist of advertising in beverage industry
publications and international business journals seeking qualified prospective
master licensees in each country, and market sector. The company will also have
a significant presence at major beverage trade shows through distribution of
promotional materials and demonstrating the cold can technology to prospective
licensees. The cost of advertising in phase one is estimated to be approximately
$35,000.
The second phase of advertising will be more consumer oriented and
similar to the advertising campaign of sugar substitute "NutraSweet". There will
be no specific product or brand advertised, only the technology to make
consumers aware that they may purchase beverages in a self chilling container.
The company's intention is to drive consumer awareness of both the term
"InstaCool" as well as the visual identification on the can which indicates the
inclusion of the chilling module. The Company does not mean to imply that it
will have the success of NutraSweet, and there is no assurance that the
advertising will be successful. The estimated cost of phase two is unknown at
this time.
A percentage of the licensing revenues from the per-can income will be
allocated for consumer advertising by Cool Can Technologies, Inc. and also by
master licensees who will be obligated under the terms of their master license
agreement to allocate a pre-determined percentage of revenues to consumer
advertising in respective countries, and market areas.
Manufacturing and Production
The company intends to license the self-chilling beverage container
technology it develops to large beverage producers and aluminum can
manufacturers. The company believes this strategy will provide material
benefits, including use of the greater manufacturing, marketing, and
distribution expertise of such companies, and potential reduction of substantial
manufacturing costs. The company anticipates entering into agreements whereby
the licensees are responsible for purchasing the raw materials, manufacturing or
contracting for the manufacture of the container, as well as the labeling,
filling, marketing, selling, and distribution of the self-chilling beverage
container technology and other related technologies licensed by the Company.
During the initial research and development period the Company intends
to rent out production line time from a local soft drink manufacturer. Many soft
drink manufacturers have excess capacity and are willing to rent line time on an
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hourly basis. Included in the hourly fee will be the ability to utilize the
collective input of the facilities production personnel, most of whom have years
of experience in the beverage bottling and canning field. It would be virtually
impossible for the company to acquire this caliber of expertise individually due
to factors of both availability and cost.
This arrangement will allow the company to continue to fine tune and
develop both the chilling module insert and more importantly to "trouble-shoot"
and identify any obstacles or situations which may impede the successful
integration of the Cold Can technology into a high-speed beverage canning
operation. Also, it will alleviate the requirement for the company to make
significant capital expenditures on canning equipment of it's own until there is
some certainty as to both future production requirements and the degree of
specialized or custom equipment which may need to be developed.
During the second phase of the pre-production period the company
intends to establish administration offices and a research and development
facility. The purpose of the facility will be to demonstrate the commercial
viability of the company's manufacturing processes, to supply self-chilling
beverage containers for additional testing and market studies, and to produce
self-chilling beverage containers, which can be sold directly to beverage
companies. It is anticipated that containers sold directly to these companies
will be filled, packaged and distributed by the customer. Should the due
diligence period dictate the need for production of highly specialized equipment
in order to produce finished goods, the company will undertake to purchase it's
own canning line. The acquisition of a canning line to co-pack would be
conditional upon significant interest from smaller beverage companies without
the financial capability to purchase the packaging equipment required to produce
the product. A canning line used for research and development purposes would not
have the volume capability to be used in a commercial arrangement.
Once the beverage canning line is operational in the new facility, the
company will have the capability to co-pack product for customers whose limited
volumes would preclude purchase of the required custom equipment themselves.
Co-pack means that the production facility assumes the responsibility for
packaging another company's brand. The costs of such a facility will not be
determined until potential customers and the projected volume have been
identified. The company's production facility will be designed to allow for
assembly of the component parts for the chilling module insert so that they may
be distributed from the company's facility. All of the components will be
manufactured off site. The company believes it's production facility will assist
in commercialization efforts as it is anticipated that the ability to produce
the insert, place it in the can, then have the container filled and seamed will
assist in further refinement of the finished product.
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The company will complete final design and development tasks for the
molds, dies and tooling required for volume manufacturing of the trigger
mechanism and hardware for support of the C02 capsules. There will also be
intensive consultation with companies who make both fillers and filler heads in
order to make certain there is no potential conflict with the insert during this
critical aspect of the production process. Extensive testing will be carried out
during the initial research and development stage in order to produce a
zero-defects product which can be manufactured daily on a world wide basis at
high production volumes.
Additionally, final design and development of several types of
automatic insert feed mechanisms, which can be integrated into high-speed
beverage canning lines will be completed. The company will accomplish this in
consultation with several major beverage concerns, but will retain ownership of
the technology and manufacturing rights.
Raw Materials and Suppliers
The primary raw materials used by the company in the manufacture of its
chilling module inserts are a steel or aluminum C02 cartridge, plastic cartridge
holder, polymer cartridge piercer, polymer piercer body and a resilient polymer
foam pad.
The company anticipates it will enter into agreements with certain raw
material suppliers and that the projected unit volumes required will cause the
price of the insert to continue to decrease in price as licensing efforts
expand. Once certain economies of scale are achieved and long term supplier
agreements are solidified, the company believes that the premium required to
purchase a beverage with the "InstaCool" chilling insert will be nominal.
The Company has expended $409,086 since inception; the expenditures
were: audit and legal fees - $46,500, production drawings - $15,000, product
development - $90,000, financial consulting - $45,000, management fees -
$178,500, and office expenses - $34,000.
The independent auditor for the Company issued a "going concern"
opinion with the audit. The reason for the going concern opinion was that the
Company has no revenues.
The Company estimates that capital requirements for the next 12 months
will be approximately $350,000. It will need an additional $150,000 after about
3 months, another $150,000 after about 9 months, and the last $50,000 at the end
of the year.
The Company plans to fund operations for the coming year through sales
of stock in private placements and joint venture financings with beverage
industry
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partners. The Company has had some discussions regarding financing, but
there have been no agreements made, no letters of intent, and no final
agreements made.
The Company does not expect any purchase or sale of plant or
significant equipment. The Company does not expect any significant change in the
number of employees.
Item 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are attached following Item 14.
Item 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers and directors of the Company, with a brief
description, are as follows:
Name Age Position
---- --- --------
Bruce T. Leitch 43 President, Director
Jerry McNabb 57 Director
Andrew O. D. Lee 42 Secretary/Treasurer, Director
BRUCE T. LEITCH, Mr. Leitch is the President, and a Director of the
Company. Mr. Leitch was President of Western Canada Beverage Corp, since 1992,
and after its merger with Selkirk Springs International Corp to form Canadian
Glacier Beverage Corp. he was Vice President of the merged entity until its sale
in April, 1998. Mr. Leitch has been with the Company since inception.
JERRY MCNABB, Mr. McNabb is a Director. Mr. McNabb has been employed by
Sawbridge Waters, Inc., a bottled water business, since 1993, he is currently
the Vice President. Previously he was employed by the Coca-Cola Company and
Adolph Coors Company. Mr. McNabb became a director on May 20, 1999.
ANDREW O. D. LEE, Mr. Lee is Secretary, Treasurer and a Director. Mr.
Lee is a
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director of Bio Preserve Medical Corporation and treasurer of Four
Crown Foods, Inc. Mr. Lee was the Controller of Turbodyne Technologies, Inc.
from 1996 to 1999. Before joining Turbodyne Mr. Lee was a chartered accountant
with Morgan & Company in Vancouver, British Columbia from 1992 to 1996. Mr. Lee
has been with the Company since inception.
The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.
Item 11. - EXECUTIVE COMPENSATION.
Mr. Leitch has acted as a management consultant to the Company and is
paid under the arrangement the sum of $8,500 per month. These totaled $110,500
for the period ended June 30, 2000 and $68,000 in 1999.
Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
There are presently 18,127,966 shares of the company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who owns of record, or is known by the company to own
beneficially, more than five per cent of the company's common stock, and the
officers and directors of the company.
Shares of Percent of
Name Common Stock ownership
----------------------------------------------------------------------
Delta Technologies 2,500,000 14%
Group, Inc.
Bruce T. Leitch (1) 200,000 1%
Andrew O. D. Lee (1) 50,000 1%
John H. Picken 895,000 5%
Ulrich Zgraggen 900,000 5%
Harrison Cornwall 910,000 5%
General Beverage Corp. 2,000,000 11%
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L. N. Family Holdings 1,500,000 8%
Richard Donaldson 1,500,000 8%
Directors and Officers 2,750,000 15%
as a group
Delta Technologies Group, Inc. is owned by David St. James, Melanie St.
James and George Baxter. General Beverage Corp. is a Nevada corporation; the
largest shareholder is David St. James, and there are 10 other shareholders.
(1) There have been options granted to the three Directors: Bruce T. Leitch has
500,000, Andrew O. D. Lee has 50,000 and Jerry McNabb has 50,000 options. Each
option entitled the holder to purchase one share of common stock at a price of
$1.50 per share until May, 2003.
Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Attached are the Financial Statements and Independent Auditor's
Report on Examination of Financial Statements for the years ended June
30, 2000 and June 30, 1999.
(b) Attached are the following Financial Statement Schedules and
Auditors Report on Schedules,
None
All schedules are omitted because they are not required or not
applicable or the information is shown in the financial statements or
notes thereto.
(c) No report was filed on Form 8-K.
(d) There are no exhibits.
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COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
FINANCIAL REPORT
JUNE 30, 2000
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Cool Can Technologies, Inc.
We have audited the accompanying balance sheets of Cool Can
Technologies, Inc., a Minnesota corporation, and a development stage company, as
of June 30, 2000 and 1999, and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended June 30, 2000 and the period from inception (April 1, 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all
material respects, the financial position of Cool Can Technologies, Inc. as of
June 30, 2000 and 1999, and the results of its operations and its cash flows for
each of the years in the three year period ended June 30, 2000 and the period
from inception (April 1, 1998) through June 30, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Notes 1 and 8 to the
financial statements, the Company is in the development stage; planned principal
operations have not yet commenced. Successful continued development of the
Company is dependent upon its ability to obtain additional financing through
contributions of equity capital and/or debt issuance. These factors raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
VIRCHOW, KRAUSE & COMPANY, LLP
/s/ Virchow, Krause & Company, LLP
Bloomington, Minnesota
September 29, 2000
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS 2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 579 $ 94,756
Prepaid expenses -- 1,040
------------ ------------
Total current assets 579 95,796
INTANGIBLES, net of accumulated
amortization of $2,400 in 2000 21,600 24,000
------------ ------------
$ 22,179 $ 119,796
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES:
Accounts payable $ 25,375 $ 4,000
Accounts payable, stockholders 126,121 70,877
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value, 50,000,000 shares authorized,
none issued or outstanding -- --
Common stock, no par value, 100,000,000 shares authorized,
18,127,966 shares issued and outstanding 279,769 279,769
Deficit accumulated during the development stage (409,086) (234,850)
------------ ------------
(129,317) 44,919
------------ ------------
$ 22,179 $ 119,796
============ ============
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period From Period From
Inception Inception
(April 1, 1998) (April 1, 1998)
Through Year Ended Year Ended Through
June 30, June 30, June 30, June 30,
2000 2000 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ -- $ $ -- $ --
Administrative pre-opening and
development expenses (409,086) (174,236) (228,505) (6,345)
------------ ------------ ------------ ------------
Net loss $ (409,086) $ (174,236) $ (228,505) $ (6,345)
============ ============ ============ ============
Loss per common share - basic $ (.03) $ (.01) $ (.03) $ --
============ ============ ============ ============
Loss per common share - diluted $ (.03) $ (.01) $ (.03) $ --
============ ============ ============ ============
Weighted average outstanding shares 13,594,000 18,127,966 9,059,828 --
============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Stock During the
---------------------------- Amount Subscription Development
Shares Amount Per Share Receivable Stage
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1998 -- $ -- $ -- $ --
Net loss -- -- -- (6,345)
------------ ------------ ------------ ------------
Balance, June 30, 1998 -- -- -- (6,345)
Shares issued for cash 17,820,000 17,820 .001 -- --
Shares issued for cash 200,000 100,000 .50 -- --
Shares issued for cash 36,820 55,230 1.50 -- --
Shares issued for receivable 71,146 106,719 1.50 (106,719) --
Payment on receivable -- -- 106,719 --
Net loss -- -- -- (228,505)
------------ ------------ ------------ ------------
Balance, June 30, 1999 18,127,966 279,769 -- (234,850)
Net loss -- -- -- (174,236)
------------ ------------ ------------ ------------
Balance, June 30, 2000 18,127,966 $ 279,769 $ -- $ (409,086)
============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Period From Period From
Inception Inception
(April 1, 1998) (April 1, 1998)
Through Year Ended Year Ended Through
June 30, June 30, June 30, June 30,
2000 2000 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (409,086) $ (174,236) $ (228,505) $ (6,345)
Amortization expense 2,400 2,400 -- --
Increase in prepaid expenses -- 1,040 (1,040) --
Increase in accounts payable 151,496 76,619 68,532 6,345
------------ ------------ ------------ ------------
(255,190) (94,177) (161,013) --
CASH FLOWS FROM INVESTING ACTIVITIES:
Intangibles (24,000) -- (24,000) --
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 279,769 -- 279,769 --
------------ ------------ ------------ ------------
Increase (decrease) in cash 579 (94,177) 94,756 --
Cash:
Beginning -- 94,756 -- --
------------ ------------ ------------ ------------
Ending $ 579 $ 579 $ 94,756 $ --
============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Summary of Significant Accounting Policies:
ORGANIZATION AND ACTIVITIES:
The Company was incorporated on April 1, 1998 in the State of
Minnesota. The Company was formed to act as a holding company for
manufacturing companies and since inception, has devoted its efforts
to raising capital and pre-opening activities. The Company owns a
patent for a self-chilling beverage container and parts therefore.
The Company is considered to be in the development stage and the
accompanying financial statements represent those of a development
stage enterprise, and therefore, is subject to the usual business
risks of development stage companies. The Company has had no
operations. Research and development costs are expensed as incurred.
A summary of the Company's significant accounting policies follows:
INCOME TAXES:
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates on the date of the enactment.
INTANGIBLES:
Intangible assets are amortized using the straight-line method over
10 years. In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" as circumstances dictate, the Company evaluates whether
changes have occurred that would require revision of the remaining
estimated lives of recorded long-lived assets, including intangibles,
or render those assets not recoverable. If such circumstances arise,
recoverability is determined by comparing the undiscounted net cash
flows of long-lived assets to their respective carrying values. The
amount of impairment, if any, is measured based on the projected
discounted cash flows using an appropriate discount rate. At this
time, the Company believes that no significant impairment of
long-lived assets, including intangibles, has occurred and that no
reduction of the estimated useful lives of such assets is warranted.
Amortization expense for the period ended June 30, 2000 was $2,400.
LOSS PER COMMON SHARE:
Loss per share is computed based on the weighted average number of
common shares outstanding. Potential issuances that would reduce loss
per common share are considered anti-dilutive and are excluded from
the computation.
ADVERTISING:
Advertising costs, if any, are expensed as they occur.
6
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1. Nature of Business and Summary of Significant Accounting Policies
(Continued):
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
During 1998, the Financial Accounting Standards Board issued their
statement No. 133 related to derivative investments and hedging
activities, which has an implementation date of January 1, 2000. The
Company does not currently anticipate the statement having an impact
on their operations.
ESTIMATES AND ASSUMPTIONS:
The preparation of the 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 revenues and expenses
during the reporting period. Significant estimates include the
valuation of stock issued. Actual results could differ from these
estimates.
START-UP COSTS:
Start-up costs incurred in connection with start-up activities are
charged to expense as they are incurred.
Note 2. Income Taxes:
For income tax purposes, pre-opening costs are generally deferred and
amortized to expense in future tax returns. Accordingly, the Company
has no tax loss carryforwards. For financial reporting purposes,
realization of the value of book vs. tax timing differences is
dependent upon the Company generating sufficient taxable income in
future years. Because of the development stage nature of the Company,
lack of operating history and potential future stock sales (which may
limit the value of loss carryforwards) management has eliminated the
deferred tax value of pre-opening costs by a valuation allowance.
The provision (benefit) for income taxes differs from the amount
computed by applying the U.S. federal income tax rate to loss before
income taxes as follows:
2000 1999
---------- ----------
Expected tax (benefit) at statutory rate $ (64,000) $ (78,000)
State tax effects (12,000) (15,000)
Effect of graduated federal rates 4,500 6,500
Increase in valuation allowance 71,500 86,500
---------- ----------
$ -- $ --
========== ==========
Tax law provides for limitation on the use of future loss carryovers
should significant ownership changes occur.
The following is a summary of deferred taxes:
2000 1999
---------- ----------
Deferred tax assets:
Pre-opening costs $ 158,000 $ 86,500
Valuation allowance (158,000) (86,500)
---------- ----------
$ -- $ --
========== ==========
7
<PAGE>
COOL CAN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 3. Stockholders' Equity:
The Board of Directors have the power and authority to fix by
resolution any designation, class, series, voting power, preference,
right, qualification, limitation, restriction, dividend, time and
place of redemption, and conversion right with respect to any stock
of the corporation.
Note 4. Related Party Transactions:
The Company previously shared office space and obtains services from
the employer of a Company stockholder. Office space rental fees were
$1,500 per month. Rent expense for the periods ended June 30, 2000
and 1999 totaled $6,320 and $7,500, respectively.
The Company currently has a consulting arrangement with an
officer/stockholder requiring payments of $8,500 per month. Such
consulting fees totaled $110,500 and $68,000 for the periods ended
June 30, 2000 and 1999, respectively.
Note 5. Intangibles:
A United States patent for a SELF-CHILLING BEVERAGE CONTAINER AND
PARTS THEREFORE was obtained by a founding stockholder on March 11,
1997. During 1998, the patent and patent holder rights thereunder
were sold to the Company for $1. Subsequent costs in June 1999 to
file foreign patent applications have been similarly capitalized.
Note 6. Stock Option Plan:
The Company adopted a Stock Option Plan on June 21, 2000 which
authorizes an initial 3,600,000 shares for issuance of incentive and
non-qualified stock options to non-employees. The maximum aggregate
number of shares that may be optioned and sold under the Plan will
increase each quarter upon conditions outlined in the Plan. Options
expire ten years after the date the options are granted. No
compensation expense was recorded as a result of the issuance of
options.
Information relating to stock options is as follows:
Weighted
Number Average
of Shares Exercise Price
----------- --------------
Under option, July 1, 1999 -- $ --
Granted to non-employees 3,600,000 1.50
----------- -----------
Under option, June 30, 2000 3,600,000 $ 1.50
=========== ===========
Exercisable at June 30, 2000 3,600,000 $ 1.50
=========== ===========
Note 7. Commitments:
The Company has contracted for research and development services to
be provided through completion of project. At June 30, 2000, costs
due over the life of the contract are $39,600.
8
<PAGE>
Note 8. Company's Continued Existence:
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. However,
the Company has continued sustained substantial losses and is still
in the development stage. Additional funding will be necessary to
continue development and marketing of the product. The Company
intends to arrange for the sale of additional shares of stock to
obtain additional operating capital for at least the next twelve
months.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated October 16, 2000
COOL CAN TECHNOLOGIES, INC.
by /s/ Bruce Leitch
-----------------------------
Bruce Leitch, President
