<PAGE>
U.S. 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 the fiscal year ended December 31, 1999
ALTREX INCORPORATED
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 91-1932068
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SOUTH 157 HOWARD ST., SUITE 600
SPOKANE, WASHINGTON 99201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(509) 252-3939
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
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Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10
KSB or any amendment to this Form 10-KSB.
Yes [X] No [ ]
The corporation had no revenues for the year ended December 31, 1999.
The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of December 31, 1999, based on the average
selling price of one share of the Common Stock of the Company, was $0. The
Company's Common Stock has had no activity and/or market as of the date of
this 10K Form.
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
Background
Altrex Incorporated (the "Company") was incorporated as a Nevada corporation
on October 20, 1998, for the purpose of consolidating Internet Services
Providers and other similar companies. Its principal place of business is
located at 124 South 157 Howard Street, Suite 600, Spokane, Washington,
99201.
The Company is authorized to issue up to 75,000,000 (seventy-five million)
common shares, par value $0.001.
The Company was formed by Mr. Christopher A. George, who was issued 1,500,000
(one million five hundred thousand) shares of the Company's common stock in
consideration of his efforts in establishing the Company and overseeing the
initiation and implementation of its strategic business plan. Christopher
George is the Company's President and heads up its Board of Directors. His
brother, Monte A. George, is also on the Company's Board of Directors and is
the Secretary/Treasurer of the Company. Monte George was issued 500,000
(five hundred thousand) shares of the Company's common stock in consideration
of his similar efforts in establishing the Company and overseeing the
initiation and implementation of its strategic business plan. Christopher and
Monte George are the Company's sole officers and directors.
In the Company's initial offering of shares, a total of 500,000 Common shares
were issued to 35 shareholders at a price of $0.015 per share. This Offering
was made pursuant to Rule 504 of Regulation D. This Offering commenced on
November 5, 1998 and was closed on November 30, 1998.
There has been no bankruptcy, receivership, or similar proceeding by or
against the Company. In addition, there has been no material
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not done in the ordinary course of business.
Strategic Business Plan of Issuer
The Company was formed to exploit a strategic business plan (the "Plan")
within the Internet industry, currently the it is in development stages. The
Plan, in summary, has a primary focus of exploiting the potential acquisition
and consolidation of many smaller Internet service providers ("ISP") into
one, larger ISP that can enjoy and reap the benefits of the greater
efficiencies of scale provided by a large subscriber base and expanded
revenue sources. Further, as a larger ISP, the Company will be able to more
cost effectively add and/or enhance available services to its subscribers,
more effectively be to retain those accounts, and more cost effectively
advertise for additional subscribers to their internet service by having the
ability to offer the latest in internet-related technologies and services.
The Company has noted that with as little as $10,000 for the entry-level
equipment, decent bandwidth and connection to the local phone line system, a
basic understanding of computers, and an ad in the local yellow pages it is
easy to set up your own ISP business. As a result, the industry has been a
means for many people throughout the country to become "self-employed."
However, there are critical business "thresholds" or levels that are easy to
bump up against and stay at, but difficult for most to successfully overcome
in order to reach the next business level, and thereby increase revenues to
the point where profits are more reasonable. These various thresholds are
created by such things as older equipment performance/limitations,
advertising budgets, capital limitations, industry/technical knowledge,
bandwidth restrictions, and the level of services that can be effectively
provided to subscribers.
Management believes that the result of these difficult thresholds within the
industry creates many smaller ISP's, each with a few hundred subscribers,
that are merely eking out a basic existence for the owner. In many
instances, these owners have become less enamored with their current "self-
employed" status. Their dreams of easy monthly income have been dashed in
the face of the realities of and changes going on within the Internet
industry. What were once reasonable levels of cash flow are now declining
due to the shift of their subscriber base to other, more updated ISP's.
There is little choice for many of these ISP's on how to stay in business.
They must face the fact that they need to either upgrade their equipment
and/or services, or continue down the path of declining revenues and profits.
The tremendous technological advances in computer and modem speeds have
resulted in demands not only for increased speeds at the server levels and
ever-increasing needs for data throughput and increased bandwidth
availability. Without the ability of the small ISP's to provide these, and
other, enhanced services to their subscribers, they slowly lose their
existing subscribers and cannot generate new business to replace those lost
revenues.
In short, the Company believes many of these small ISP's are quickly facing
this the realities of the industry and have the choice of either spending
more money to retain existing customers or potentially losing business over
time. Therein lies the foundation for the Company's strategic business plan,
by offering the owners of these smaller ISP's the opportunity to recoup some,
if not all, of their investment in their business, they effectively have a
reasonable means to exit the industry. In return, the Company will be able to
gain and consolidate existing subscribers in a much quicker and more cost
effective manner than by starting up its own new ISP business from scratch.
Based on a review of the local Yellow Pages, within the greater
Spokane/Inland Northwest market, there are well over 30 different independent
ISP's operating. These do not include the national powerhouses such as
America Online, Compuserve, etc. While specifics and details are difficult to
obtain, these ISP's range in size from having a subscriber base of a few
hundred to several thousand. The level and range of services provided to
subscribers also vary a great deal, with those having the largest subscriber
base providing the greatest amount and variety of services. The monthly
hookup fees also vary by quite a bit, ranging from a low of about $8.00 per
month (payable one year in advance) for basic internet service at slower
modem speeds, to nearly $30 per month for a host of services including the
most current modem speeds. If the ISP has the ability to offer higher
bandwidth/modem speeds, the monthly prices go up even higher.
While the greater Spokane/Inland Northwest will initially be the primary
focus of the Plan, it is the Company's intention to expand the "network" to
cover the three-state area known as the Pacific Northwest (Washington, Idaho,
and Oregon) into its longer term business strategy.
In seeking ISP's to acquire and consolidate, the Company will rely upon
various means such as direct mailings, Internet solicitations, advertising in
industry publications, word of mouth, and the many industry and business
contacts that the Messrs. George have put together in their many years in
business.
In acquiring the smaller ISP's, the Company will be flexible in their
structuring the many business transactions. Through the ultimate tradability
of the Company's shares on a public exchange, the Company will not only have
the ability to acquire businesses for cash and debt (or a combination
thereof), but importantly will have the ability to additionally offer stock
as a means to exploit its strategic business plan.
At present, and during the initial phases of its Plan, the only "employees"
of the Company will be Messrs. George who will each be working on Company
business one, or possibly two days per week. They have to date and will
continue to receive no compensation, other than the shares of common stock
previously mentioned above, during the initial phase of the Plan.
The size and financial strengths of most of the Company's competitors are
substantially greater than those of the Company. However, management believes
that the Company can effectively compete with those other companies because
of the close, personal nature of its negotiation process in acquiring other
ISP's, and the flexibility that the Company will have in offering cash, debt,
and stock (or any combination thereof) to the sellers of the ISP's. There
are many out there, especially the small independent ISP's that the Company
will target, that are reluctant to deal with the large "corporate"
organizations.
The Company has no new product or service planned or announced to the public.
The Company's business and strategic business plan is not subject to material
regulation by federal, state, or local governmental agencies.
ITEM 2
DESCRIPTION OF PROPERTY
The Company owns no property. Its office space is shared with other entities
and provided free of charge by the President of the Company, Christopher
George. The office space totals approximately 600 square feet. This office
arrangement and configuration is considered adequate for current and short-
term operations of the Company.
If, and when, the Company's future plans require additional space as its
development and strategic business plan proceeds, the building which it
presently occupies has additional warehouse and possibly bottling space that
could potentially be utilized by the Company. If for some reason the current
building was not available or not strategically well suited for the Company's
operations, the Company could be easily relocated to another location in town
at competitive rents.
ITEM 3
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not
aware of any pending or potential legal actions.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered
by this report to a vote of the security holders, through the solicitation of
proxies or otherwise.
PART II
ITEM 5
MARKET FOR COMMON EQUITY AND OTHER RELATED STOCKHOLDER MATTERS
As of the date of this filing the Company's common stock has never been
traded or been active on the OTC Bulletin Board or any public market. The
Company's goal within the next twelve months is to have its common stock
listed on the OTC Bulletin Board. No assurance can be given that the Company
can accomplish this and failure to do so may have a material adverse effect
on the Company's progress.
As of December 31, 1999, the Company had 37 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the
Securities Act for sale by security holders.
ITEM 6
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company, since raising its initial capital, has concentrated on further
developing its strategic business plan to acquire and consolidate smaller
ISP's, and will likely continue to do so for the next six months. During
that time, the Company will continue studying such things as the hardware and
software requirements of the Plan, including servers, computers, software,
modems, dial-tone providers, and the amount of bandwidth needed to adequately
serve the Company's needs. This will include analyzing the many products
that are available to satisfy these needs with a focus on using equipment and
services that allow easy expansion and/or upgrades as the customer base and
computer/modem speeds increase. This study will also include the search for a
bandwidth supply that is both "clean" and easy to incrementally increase the
supply as/when needed. All of the research and findings prepared during this
phase will be compiled and used to set forth an operating budget for the
Company that will include ISP consolidations/acquisitions and new customer
projections coupled with the capital and operating cash flow requirements
necessary to meet those projections.
The Company does not anticipate the need for any additional capital within
the next twelve months. In addition, there will be no "employees" required
during this phase. All of the analysis and work will be performed by Chris
and Monte George, who have been previously compensated for their efforts
through the issuance of Common Shares as set forth herein.
Based studies, and resultant budgets and cash flow projections prepared
during the initial phase, it is expected that the Company will go forward
with another offering in the next twelve to eighteen months to raise the
funding needed to move it into its second phase of its strategic business
plan, which includes the acquisition/consolidation of small ISP's into the
Company. In determining the amount of additional funds that will need to be
raised to initiate the second phase, the Company will first establish
reasonable levels of subscriber growth in its operating projections, based on
the perceived availability of existing ISP's for purchase and new subscriber
growth through its own advertising, etc., and then, based on these
projections, it will determine the amount of capital, advertising, and other
related costs necessary to accomplish that goal. In raising any additional
equity, the Company will consider all options, including, but not limited to,
another offering. In doing so, the Company will consult with various
professionals in the industry, such attorneys and accountants to ensure that
the Company goes the best and most effective route and in compliance with
state and federal securities regulations. At present, the Company does not
know how much additional equity it will need to be raised, nor does it know
the means by which any additional equity will be raised, or the exact timing
thereof.
Once the foundation for the Plan has been decided and set forth per the above
discussion, the Company will begin its search for the smaller ISP's that it
plans to acquire and/or consolidate into the Company. The second phase is
expected to begin in twelve to eighteen months. As it enters this phase of
its strategic business plan, the Company will likely need to begin adding a
few employees, which may include a programmer and a
secretary/bookkeeper/receptionist. Small ISP's will be solicited by a
variety of means, including direct mailings, Internet searches, industry
publications, and through the many business contacts that Chris and Monte
George have established in their several years in business. With the added
flexibility that being a publicly-traded entity provides, the Company will be
able to offer not only cash and/or debt in their related
acquisitions/consolidations of ISP's, but importantly the ability to also
offer a combination thereof, coupled with Shares in the Company, as a means
to grow and expand its revenue and operating base.
Initially the Company will focus its efforts on the area known as the Inland
Northwest, but as its success and operating base warrants, it will consider
expansion to areas outside this area to include Seattle, Portland, Boise, and
surrounding communities, basically the entire Northwest area. As it expands
to areas outside its immediate Inland Northwest area, the Company will need
to consider and possibly add an employee within each key geographic area into
which it expands.
If and when the second phase of the strategic business plan is successful,
the Company plans to initiate the third phase, which is the operation and
expansion of its ultimate goal of being a large, operating ISP. During this
phase, the Company will be consolidating several smaller ISP's into its
operation. It will focus on the retention of the existing customer bases
from those ISP's, as well as advertise and solicit new customers to the
Company to expand its subscriber base. Management has not determined the cost
or time frame for this phase and will focus on these matters if and when the
Company successfully completes the second phase.
At present, the Company does not expect or anticipate any purchase and/or
sales of any significant plant or equipment, nor are there any plans to
increase the number of employees in the next twelve months.
Results of Operations
There were no revenues from sales for the period ended December 31, 1999.
The Company sustained a net loss of $0 for the period then ended.
Liquidity and Capital Resources
As of December 31, 1999, the Company had $0 cash on hand or in the bank.
Until such time as the Company sets forth and implements its strategic
business plan, there will be no need for additional capital, since the
Officers are contributing their time and expenses at no cost during this
time. Although the complete strategic business plan has not yet been fully
researched and put together, management, at present, foresees the need to
raise about $300,000 to $500,000 in additional capital to fully enter the
acquisition phase of its strategic plan (second phase). Within the next
twelve to eighteen months, management has plans to raise additional capital
through the sale of equities. The means to do so have not been set forth or
decided by the Company, however, it will likely involve offering for sale its
common stock. The Company's intent will be to raise sufficient proceeds to
begin the second phase of the business plan, which includes the acquiring of
ISP's by the Company.
The Company faces considerable risks at each step in its strategic business
plan. Such things as technology, societal and economic changes, cost
overruns, a lack of interest in and/or inability to acquire existing ISP's at
fair prices, and shortfalls in funding due to the Company's inability to
raise additional capital in the equity securities market all may have an
impact on the Company. If no additional funding is raised over the next
twelve to eighteen months, the Company will be forced to rely on funds loaned
by the Officers and Directors. In such a restricted scenario, the Company
would not be able to complete te all of the steps of its strategic business
plan, and would therefore be forced to delay all capital-intensive
activities. It is possible that, without necessary and sufficient cash flow
during the next twelve to eighteen months, the Company would have to severely
restrict its plans and abilities to move forward with its strategic business
plan.
ITEM 7
FINANCIAL STATEMENTS
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Merri Nicherson, CPA, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.
ALTREX INCORPORATED
AUDITED FINANCIAL STATEMENTS
As of December 31, 1998 and 1999, and for the Periods from
October 20, 1998 (date of inception) through December 31, 1998, the year
ended
December 31, 1999, and from October 20, 1998 (date of inception)
through December 31, 1999
Independent Auditor's Report
Financial Statements:
Balance Sheets
as of December 31, 1998 and 1999
Statements of Operations
for the periods from October 20, 1998 (date of inception)
through December 31, 1998, and for the year ended
December 31, 1999, and from October 20, 1999 (date
of inception) through December 31, 1999
Statements of Changes in Stockholders' Equity
for the periods from October 20, 1998 (date of inception)
through December 31, 1998, and for the year ended
December 31, 1999, and from October 20, 1999 (date
of inception) through December 31, 1999
Statements of Cash Flows
for the periods from October 20, 1998 (date of inception)
through December 31, 1998, and for the year ended
December 31, 1999, and from October 20, 1999 (date
of inception) through December 31, 1999
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders of Altrex Incorporated:
I have audited the accompanying Balance Sheets of Altrex Incorporated (a
Nevada Corporation) as of December 31, 1998 and 1999, and the related
Statements of Operations, Changes in Stockholders' Equity, and Cash Flows for
the periods from October 20, 1998 (the date of inception) through December
31, 1998, for the year ended December 31, 1999, and for the period from
October 20, 1998 (date of inception) through December 31, 1999. These
Financial Statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provided a
reasonable basis for my opinion.
In my opinion, the Financial Statements referred to above present fairly, in
all material respects, the financial position of Altrex Incorporated as of
December 31, 1998 and July 31, 1999, and the results of its operations and
its cash flows for the periods from
October 20, 1998 (the date of inception) through December 31, 1998, for the
year ended December 31, 1999, and for the period from October 20, 1998 (date
of inception) through December 31, 1999, 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 2 to the
Financial Statements, the Company has no viable operations or significant
assets and is dependent upon significant Shareholders to provide sufficient
working capital to maintain the integrity of the corporate entity. These
circumstances create substantial doubt about the Company's ability to
continue as a going concern and are discussed in Note A. The Financial
Statements do not contain any adjustments that might result from the outcome
of these uncertainties.
_________________________
MERRI NICKERSON, CPA
Spokane, Washington
January 21, 2000
Altrex Incorporated
(A Development Stage Company)
Balance Sheets
As of December 31, 1998 and 1999
December 31, December 31,
1998 1999
----------- -----------
ASSETS
Cash $ 7,500 $ 0
Organization Costs 0 0
----------- -----------
Total Assets $ 7,500 $ 0
=========== ===========
LIABILITIES
Accounts Payable $ 7,500 $ 0
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
2,500,000 Shares Outstanding $ 2,500 $ 2,500
Paid In Capital In Excess of Par Value 5,000 $ 5,000
(Deficit) Accumulated During Development
Stage (7,500) (7,500)
----------- ----------
Total Stockholders' Equity $ 0 $ 0
----------- ----------
Total Liabilities and Stockholders' Equity $ 7,500 $ 0
========== ==========
See accompanying notes to financial statements.
Altrex Incorporated
(A Development Stage Company)
Statements of Operations
For the Period from Inception (October 20, 1998) to
December 31, 1998,
For the Year Ended December 31, 1999, and
For the Period from Inception to December 31, 1999
Inception to Year Ended Inception to
December 31, December 31, December 31,
1998 1999 1999
----------- ----------- -----------
Operating Revenues $ 0 $ 0 $ 0
Amortization of Start Up Costs
(see Note 1) 7,500 0 7,500
----------- ----------- -----------
Net Income (Loss) $ (7,500) $ 0 $ (7,500)
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ (0.00) $ (0.00) $ (0.00)
Weighted Average Shares
Outstanding 2,457,143 2,500,000 2,490,783
See accompanying notes to financial statements.
Altrex Incorporated
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Period from Inception (October 20, 1998) to
December 31, 1998, and
For the Year Ended December 31, 1999
Common Par Excess of Retained
Shares Value Par Value Earnings
------ ------ --------- --------
Issued to Founders
at Inception 2,000,000 $ 2,000 $(2,000) $ 0
Issuance of Common
Shares Cash at
$0.015 per Share 500,000 500 7,000 0
Net Operating Loss for the
Period from October, 20, 1998
(date of inception) to
December 31, 1998 -- -- -- 7,500)
--------- -------- ---------- ----------
BALANCE AT
DECEMBER 31, 1998 2,500,000 $ 2,500 $ 5,000 $ (7,500)
====== ===== ====== ======
Net Operating Loss for the
Period from January 1, 1999
To December 31, 1999 -- -- -- 0
---------- --------- ------- -----
BALANCE AT
December 31, 1999 2,500,000 $2,500 $5,000 $(7,500)
====== ===== ====== ======
See accompanying notes to financial statements.
Altrex Incorporated
(A Development Stage Company)
Statements of Cash Flows
For the Period from Inception (October 20, 1998) to
December 31, 1998,
For the Year Ended December 31, 1999, and
For the Period from Inception to December 31, 1999
Inception to Year Ended Inception to
December 31, December 31, December 31,
1998 1999 1999
----------- ----------- -----------
Net Income (Loss) $ (7,500) $ 0 $ (7,500)
----------- ----------- ----------
Adjustments to Reconcile
Net Income to Net
Cash Provided from Operating
Activities:
Amortization of Start-Up
Costs 7,500 0 7,500
----------- ----------- ----------
Net Cash Provided From
(Used In)
Operating Activities 0 0 0
Cash Flows From
(Used In) Investing Activities:
Organization Costs 0 (7,500) (7,500)
Cash Flows From (Used In) Financing
Activities:
Common Stock Sold for Cash 7,500 0 7,500
----------- ----------- ---------
Net Increase (Decrease) in Cash 7,500 (7,500) 0
Cash at Beginning of Period 0 7,500 0
----------- ----------- ---------
Cash at End of Period $ 7,500 $ 0 $ 0
====== ====== ======
See accompanying notes to financial statements.
Altrex Incorporated
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998 and 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Altrex Incorporated was incorporated on October 20, 1998, under the laws of
the State of Nevada. The Company has elected to report on a calendar year
basis.
The Company is in its development stage and to date its activities have been
limited to organization and capital formation. The Company plans to engage
in the strategic combining of smaller internet service providers into a
larger organization, or network, which can effectively compete with regional
and national service providers.
During November, 1998, the Company sold a total of 500,000 of its Common
Shares at $0.015 per Share, for total proceeds of $7,500. The Offering was
made under Regulation D, Rule 504 of the Securities Act of 1933.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial Accounting
Standards No. 128 (FAS No. 128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by
the weighted-average number of common shares during the period. Diluted
loss per share reflects the per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common stock. No
stock options were available or granted during the periods presented.
Accordingly, basic and diluted loss per share are the same for all periods
presented.
3. Organization costs of $7,500 were incurred during 1998 and were written
off in-full against operations for the period in accordance with the
accounting requirement set forth in SOP 98-5.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 2 - GOING CONCERN
The Company's Financial Statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization and liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without realizations
of additional capital, it would be unlikely for the Company to continue as a
going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office services are
provided without charge by the President of the Company. Such costs are
immaterial to the financial statements and, accordingly have not been
reflected therein. The officers and directors of the Company are involved in
other business activities, and may, in the future, become active in other
business activities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
own business interests. The Company has not formulated a policy for the
resolution of such conflicts
ITEM 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company, all of those whose terms will
expire at the 2000 shareholder meeting, or at such a time as their successors
shall be elected and qualified, are as follows:
The Company's Directors and Executive Officers are as follows:
Name/Address Position Age
- ---------------------- --------------------- ----
Christopher A. George President & Director 37
124 South Wall Street,
Suite 105
Spokane, WA 99201
Monte A. George Secretary/Treasurer & Director 39
124 South Wall Street,
Suite 105
Spokane, WA 99201
Note: Christopher and Monte George are brothers.
Christopher A. George serves as the Company's President and Chairman of its
Board of Directors. Over the past ten years, Mr. George has served in the
following capacities: (1) from 1997 to present he has been the President and
Founder of Choicenet Internet Services, an Internet service provider which
provides internet service that is "content-filtered" and thus limits the
access to/from sites that provide pornography, racism, and other materials
found to be offensive by many people; (2) from 1996 to 1997, he was the
General Manager and Vice President of Sales for Northwest Juice and Beverage,
a company supplying non-alcoholic beverages, including juices, bottled
waters, and soft drinks to the retail and institutional trades; (3) from 1983
to 1996, Mr. George served in the capacity of Marketing Development Manager
for Pepsi-Cola Inc. in Spokane and Seattle, WA.
At present, Christopher George is also the President and Director
Of Centrock Incorporated, a company that is similarly working with
and pursuing a strategic business plan to bottle premium water and distribute
it. This Company was recently approved to become publicly traded by the NASD,
as of the date of this 10K there is no market for Centrock Incorporated.
Monte A. George serves as the Company's Secretary/Treasurer and sits on its
Board of Directors. Over the past ten years, Mr. George has served in the
following capacities: (1) from 1998 to present he has been the President and
Founder of The Recruiting Network, an executive recruiting company based in
Spokane, WA; (2) from 1997 to 1998, he was the Western Regional Manager for
Juice Time, Inc., a manufacturer/distributor of high quality concentrated
juice products; (3) from 1995 to 1997, he was the Vice President of
Recruiting and Executive Search for the Consumer Connection in Seattle, WA;
(4) from 1990 to 1995, Mr. George was the Regional Sales Manager for Cadbury
Schweppes Beverages in Seattle, WA.
At present, Monte George is also the Secretary/Treasurer and
Director of Centrock Incorporated, a company that is similarly
working with and pursuing a strategic business plan to bottle premium water
and distribute it. This Company was recently approved to become publicly
traded by the NASD, as of the date of this 10K there is no market for
Centrock Incorporated.
The term of office for each Director is one year, or until his successor is
elected and qualified at the Company's annual meeting of Shareholders,
subject to ratification by the Shareholders. The term of office for each
Officer is one year or until a successor is elected and qualified and is
subject to removal by the Board. No Officer or Director of the Company has
been the subject of any Order, Judgement, or Decree of any court of competent
jurisdiction, of any regulatory agency enjoining him from acting as an
investment advisor, underwriter, broker, or dealer in the securities, or as
an affiliated person, director, or employee of an investment company, bank
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with the purchase or sale of
any securities nor has any person been the subject of any order of a state
authority barring or suspending for more than sixty days, the right of such
person to be engaged in such activities or to be associated with such
activities. No Officer or Director of the Company has been convicted in any
criminal proceedings (excluding traffic violations) or the subject of a
criminal proceeding which is presently pending.
ITEM 10
EXECUTIVE COMPENSATION
Christopher and Monte George have not received, nor are they projected to
receive, any compensation for their services, including their capacities as
Directors, other than the issuance of the Company's Common Stock as set forth
in Item 4 above.
Should the Company become profitable and produce commensurate cash flows from
operations and/or through the sale of strategic investments, there may be
some level of compensation paid to them, however, this will be subject to
approval by the Company's Board of Directors. It is the responsibility of
the Company's
Officers and its Board of Directors to determine the timing of any
remuneration for key personnel. Such determination and timing thereof will
be based upon such factors as positive cash flow to include equity sales, ISP
purchases, operating cash flows, capital requirements, and a positive cash
flow balance in excess of $12,500 per month. At the time cash flow reaches
this point, and appears to be sustainable, the Officers and Board of
Directors will again readdress the compensation of its key personnel and set
forth a more formal and complete plan for remuneration in line with
operations of the Company. At present, the Company `s management cannot
accurately estimate the point when revenues and operating cash flows will be
sufficient enough to implement this compensation plan, nor are they able to
estimate the exact amount of compensation at this time.
There are no annuity, pension, or retirement benefits proposed to be paid to
Officers, Directors, or employees of the Company in the event of retirement
at normal date pursuant to any presently existing plan provided or
contributed to by the Company, or any of its subsidiaries, if any.
ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as
those who own beneficially more than five percent of the Company's common
stock through the most current date - February 29, 2000:
Set forth below is a list of those individuals, including any group; known to
be a beneficial owner of more than five percent of any class of the Company's
voting securities:
Name and Amount and
Address of Nature of Percent
Title of Beneficial Beneficial of
Class Owner Owner Class
- -------- --------------------- ---------------- -----
Common Christopher A. George 1,500,000 Shares 60%
124 South Wall Street,
Suite 105
Spokane, WA 99201
Common Monte A. George 500,000 Shares 20%
124 South Wall Street,
Suite 105
Spokane, WA 99201
All Officers and Directors 2,000,000 Shares 80%
(2 Individuals)
There are no outstanding rights for any individual, or group, to acquire
additional Shares from options, warrants, rights, conversion privilege, or
similar obligations. The Messrs. George are the Company's sole officers and
directors.
ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 20, 1998 Christopher George (Director & President) received
1,500,000 common shares of the Company for services rendered.
On October 20, 1998 Monte George (Director Secretary & Treasurer) received
500,000 shares of the Company's common stock for services rendered.
In the Company's initial offering of shares, a total of 500,000 Common shares
were issued to 35 shareholders at a price of $0.015 per share. This Offering
was made pursuant to Rule 504 of Regulation D. This Offering commenced on
November 5, 1998 and was closed on November 30, 1998.
ITEM 13
EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C> <C>
Exhibit 11 Statement re: computation of per share earnings See
Financial Stmt.
Exhibit 23 Consent of Merri Nicherson, CPA. Included
Exhibit 27 Financial Data Schedule Included
Reports filed on Form 8-K None
</TABLE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act of
1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Altrex, Incorporated
Date: February 10, 2000 By /s/ Christopher George
- ----------------------- ------------------------------------
Christopher George, President &
Director
Date: February, 10 2000 By /s/ Monte George
- ----------------------- ------------------------------------
Monte George, Secretary/Treasurer
& Director
EXHIBIT 23
Merri Nickerson
Certified Public Accountant
To Whom It May Concern: January 21, 2000
Merri Nickerson, CPA consents to the inclusion of her report of January 21,
2000, on the Financial Statements of ALTREX, INCORPORATED, as of December 31,
1999, in any filings that are necessary now or in the near future with the
U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Merri Nickerson
- -------------------
Merri Nickerson
Certified Public Accountant
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR YEAR ENDING DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS
ENTIRETY BY REFERENCE TO SUCH ALTREX, INCORPORATED 10-KSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2,500,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
