U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 1O K SB/A
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
Commission File No. 0-22678
XAIBE INC.
NEVADA 76-0594907
(State or other
jurisdiction of incorporation) (I.R.S. Employer Identification or
organization Number)
2400 Loop 35, #1502, Alvin, Texas 77512
(Address of principal executive office)
(Zip code)
Issuer's telephone number: (281) 331-5580
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK
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 registration 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 in response
to Item 405 of Regulation S-B 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 10K SB or any
amendment to this Form 10K SB. [ X ]
State issuer's revenues for its most current fiscal year. $-0-
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as
of a specific date within the past 60 days. As of June 30,2000:
$0.00
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after distribution of securities under a plan confirmed by a
court.
Yes______ No______ Not applicable.
The number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 1,500,000
SHARES COMMON STOCK
This Form 10K SB consists of 19 pages.
TABLE OF CONTENTS
FORM 10K SB ANNUAL REPORT
XAIBE INC.
Page
PART I
Item 1 Description of Business ..............................1
Item 2 Description of
Property..............................................4
Item 3 Legal
Proceedings.......................................... 4
Item 4 Submission of Matters to a Vote of Security
Shareholders......................................... 5
PART II
Item 5 Market for the Registrant's Common Equity and
related Stockholder
Matter................................................6
Item 6 Management's Discussion and Analysis of
Financial Condition and Results of Operations.........6
Item 7 Financial
Statements............................................7
Item 8 Changes in and Disagreements on Accounting
and Financial
Disclosure.....................................................16
PART III
Item 9 Directors, Executive Officers, Promoters and
Control
persons, Compliance with Section 16(a) of the
Exchange
Act..................................................16
Item 10 Executive Compensation....
.....................................................17
Item 11 Security Ownership of Certain Beneficial Owners
and
Management.....................................................17
Item 12 Certain Relationships and Related Transactions..18
Item 13 Exhibits and Reports on Form 8-K................18
Signatures.................................................... 19
PART I
Item 1. Description of Business
General Development of Business
XAIBE INC. (the Company or Registrant) was incorporated under the
laws of the State of Nevada on July 17, 1998, and is in the early
developmental and promotional stages. To date, the Company's
only activities have been organizational, directed at acquiring
its principal asset, raising its initial capital and developing
its business plan. The Company has not commenced commercial
operations. The Company has no full time employees and owns no
real estate.
Narrative Description of Business
The Registrant acquired from David R. Mortenson, an officer of
the Company, the rights to distribute and produce an oxygen
enriched water product for fish farming, aquaculture,
mariculture, the husbandry of poultry, and for remediating animal
waste from dairies, feedlots of all kinds, and for other similar
uses. This agreement is for the State of Mississippi. Mortenson
acquired these rights from the inventors of the product, N. W.
Technologies, Inc. under a distribution agreement. This
technology promises to shorten time to market for farm raised sea
food and poultry and to cut costs in the processing of animal
waste, and at the same time making this waste less harmful to the
environment. While proprietary and not patented, this process is
virtually impossible to reverse engineer. The Company will
"black box" the generator of this product to maintain control.
General Business Plan
Background: This project is the result of technology developed by
a Houston Texas based Company, N. W. Technologies, for the
bioremediation of oil spills. N. W. Discerned that creating a
contact emulsifier, acting as a host for microbes, would speed up
the process of bioremediating this spilled oil. By breaking the
oil into colloidal (microscopic) particles, the microbes have
increased surface area (better access to the food source) and
thus could consume spilled oil much faster.
In spite of this better access to the food source, the microbes
still need a ready supply of oxygen. Below six to twelve inches
of soil depth, depending on soil type, the oxygen exchange is
virtually non existent, yet many oil spills reach far below that
level. A process called sparging utilizes perforated pipes
placed in the affected area that have air pumped into them that
is released through the perforations. This is an expensive
process to implement and may cause some of the volatile compounds
to be released cause secondary air pollution. To counter this
problem, N. W. Technologies created a product called Biocatalyst.
Biocatalyst is a water product with oxygen organically bonded to
the water molecule. When the microbe's extra-cellular enzymes
come in contact with the water/oxygen molecule structure, they
release this oxygen, making it available to the microbes. This
process provides an inexpensive way to provide the microbes with
oxygen at any depth. N. W. Technologies and their
distributors/applicators have proven that the use of this product
substantially speeds up the remediation times often by a factor
of three to ten times. N. W. Has ceased using ordinary water in
the formulation of their products relying exclusively on
Biocatalyst, as Biocatalyst does everything that the water does
and provides the extra oxygen needed when microbes are pre-mixed
with their emulsifiers.
Since N. W. Technologies only use for this product was for
bioremediationof oil spills, Mr. Mortenson was successful in
obtaining the right for use of this product for aquaculture, fish
farming, mariculture the husbandry of poultry, and the
remediation of manure ponds, and for aquariums.
The Technology: While the technology for producing this product
is proprietary, the process is organic, and uses any water
source. Once a generator is set up and producing, production can
continue indefinitely provided that water is available (minimum
of 15 gallons per hour, maximum 30 gallons per hour), that the
generator is protected from freezing, and provided that the
Companies 'biomass' is added 5 days per week. When stored for
use in beverages or other products a dilution factor of two-to-
one must be applied immediately, to insure long-term stability.
This dilution is also required when used to water poultry. When
discharged immediately into manure remediation ponds or into
ponds or tanks for raising seafood, that dilution occurs
naturally.
As part of a production package, the Company will furnish to end-
users the generator, the initial culture to create the oxygen
enriched water, and a regular supply of "biomass" to feed the
generator. The client will supply a source of usable water,
electrical power and staff to feed and operate of the
generator(s). As currently configured, each generator can
produce 720 gallons of raw undiluted product per day. Where more
than this volume is needed, multiple generators can be supplied.
The Equipment: The equipment needed to build a generator is
standard off the shelf tankage, pumps and plumbing supplies.
These are inexpensive and the generator only uses a six-foot by
ten-foot print. Total cost of an industrial grade generator is
less than $5,000.00 per unit. These units should give years of
trouble free service provided they are not abused, burned or
exposed to freezing conditions.
Markets: The Company's main target markets are: Aquaculture,
Mariculture and Fish farming. Fish farming, long used in Asia is
becoming one of the key sources of protein around the world. In
the US, particularly in southern states such as Mississippi,
catfish farming, crawfish farming and the raising of rainbow
trout have led this market. Along the gulf coast, shrimp farming
is also rapidly gaining acceptance. Virtually every state game
department also raises various varieties of game fish to release
into public waters. The single largest problem encountered in
fish farming is oxygen exchange. Utilizing one or more of the
Companies generators can solve this oxygen exchange problem
quickly and economically. The company will lease the units
needed on an annual basis and supply the Biomass as required.
Husbandry of Poultry. A study done in Washington State
demonstrated that using oxygen-enriched water had significant
economic benefits. In this study, fryers came to butcher weight
one day sooner (in a six week life span) with 5% less feed, and
weighed 5% more using oxygen enriched water. This market offers
a twofold opportunity for the Company: first is the manufacture
of the product for the chickens to drink, second is the use of
the product to accelerate microbial degradation of the manure.
Aquariums. The pet market for fish is substantial. The company
plans to generate and distribute our oxygen enriched product
through pet stores and chains for use in aquariums - both small
and large facilities. The extra oxygen will enable all bacteria
to remain aerobic (oxygen users) that help produce a healthful
environment for the fish and aquatic life. Most of the product
will be distributed in gallon containers for individual use,
however, the Company may lease generators for large facilities
such as Sea World.
Because the Company presently has little or no overhead or
other material financial obligations, management of the Company
believes that the Company's short term cash requirements can be
satisfied. What little cash might be needed in the future could
be supplied by the issuance of the Company's common stock or by
loans from directors or shareholders.
Item 2 Description of Property
An officer of the Registrant provides office facilities at 2400
Loop 35, #1502, Alvin, TX 77511. There is no charge for the use
of these facilities. The Company maintains no other office and
owns no real estate.
Item 3 Legal Proceedings
There are no legal proceedings in which the Company is involved.
Item 4 Submission of Matters to a Vote of Security Holders
There have been no matters submitted to a vote of the security
holders during the fourth quarter of the fiscal year ended June
30, 2000.
PART II
Item 5 Market for Common Equity and Related Stockholder
Matters
There is no public trading market for the Company's securities.
Item 6 Management Discussion and Analysis or Plan of
Operation
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources. The Company is a development
stage company and has not had any revenues to date. The Company
had no revenues during the year ended 2000. The ability of the
Registrant toachieve its operational goals will depend upon its ability
implement its business plan. Additional capital is needed to
continue or expand its operations, but there is no assurance that
such capital in equity or debt form will be available. David R.
Mortenson has put a moratorium on the minimum purchase
requirements and other payments in an effort to assist the
Company in getting into business.
Results of Operations. The Company is a development stage
company which generated no revenue during the past year. The
Company accumulated a deficit of approximately 1498.00
Item 7 Financial Statements
Audited financial statements for the year ended June 30, 2000 and
for the period July 17, 1998 to June 30, 1999, follow.
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
AUDIT REPORT
JUNE 30, 2000
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire, Suite 500
Denver, Colorado 80222
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public
Accountant............................... 9
Balance Sheet, June 30,2000
..................................... 10
Statement of Operations, for the Period October 29,
1999(Inception)
Through June 30,2000
........................................... 11
Statement of Stockholders' Equity (Deficit), October 29, 1999
(Inception)
Through June 30,2000............................ 12
Statement of Cash Flows for the Period From October 29,
1999 (Inception) Through June 30,2000............ 13
Notes to Financial Statements............... 14 & 15
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Belaire, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITOR'S REPORT
Board of Directors
XAIBE INC.
2400 Loop 35, #1502
Alvin, Texas 77511
Ladies and Gentlemen:
I have audited the accompanying Balance Sheet of XAIBE INC. (A
Development Stage Enterprise) as of June 30, 2000 and the
Statements of Operations, Stockholders' Equity, and Cash Flows
for the period July 17, 1998 (Inception) through June 30, 2000.
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 audits.
My audit was made in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the
audits to obtain reasonable assurance as to 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 our audit
provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of XAIBE
INC. (a development stage enterprise) as of June 30, 2000, and
the results of its operations and changes in its cash flows for
the period from July 17 17, 1998 (Inception) through June 30,
2000, in conformity with generally accepted accounting
principles.
Janet Loss, C.P.A., P.C.
September 15, 2000
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
AS AT JUNE 30, 2000 AND 1999
ASSETS
2000 1999
CURRENT ASSETS:
CASH $ 939 $ 2,437
OTHER ASSETS:
LICENCE RIGHTS 1,000 1,000
TOTAL ASSETS: 1,939 3,437
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE, TRADE 500 500
STOCKHOLDERS' EQUITY:
COMMON STOCK, $0.001 PAR VALUE
10,000,000 SHARES AUTHORIZED
1,600,000 SHARES ISSUED AND
OUTSTANDING 1,600 1,600
ADDITIONAL PAID-IN CAPITAL 19,900 19,900
DEFICIT ACCRUED DURING THE
DEVELOPMENT STAGE (20,061) (18,563)
TOTAL STOCKHOLDERS' EQUITY 1,439 2,937
1,439 2,937
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,939 $ 3,437
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS.
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000 AND THE PERIOD
JULY 17, 1998 (INCEPTION) THROUGH JUNE 30, 1999
2000 1999
REVENUES: 0 0
OPERATING EXPENSES:
ACCOUNTING AND LEGAL FEES 0 3,000
OFFICE EXPENSES 1,498 558
CONSULTING FEES 0 5,000
MANAGEMENT FEES 0 5,000
FILING FEES AND PREPARATION 0 5,005
TOTAL OPERATING EXPENSES 1,498 18,563
NET (LOSS) FOR THE PERIOD (1,498) (18,563)
NET (LOSS) PER SHARE (0.01) (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,600,000 1,600,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THEASE FINANCIAL
STATEMENTS.
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
OR THE PERIOD JULY 17, 1998 (INCEPTION)
THROUGH JUNE 30, 2000
COMMON DEFICIT
STOCK ACCUMULATED
NUMBER COMMON ADDITIONAL DURING THE TOTAL
OF STOCK DEVELOPMENT STOCKHOLDERS
SHARES AMOUNT PAID-IN STAGE
CAPITAL EQUITY
Balances
July 17,
1998 0 0 0 0 0
October 6,
1998 Shares
issued for
Organization 500000 500 0 0 500
al Costs
May 28, 1999
Shares 1000000
Issued for 1000 0 0 1000
License
May 31,
1999, Shares
Issued for 100,000 100 19,900 0 20,000
Cash
Net ( Loss)
for the
Period ended
June 30, 0 0 0 (18,563) (18,563)
1999
Balances
June 30, 1600000
1999 1,600 19,900 (18,563) 2,937
Net (Loss)
for the Year
Ended June
30, 2000 0 0 0
(1,498) (1498)
__________________________________________________________________
Balances June 30,
2000 1600000 1600 19,900 (20,061) 1,439
THE ACCOMPANYING NOTES ARE A INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2000 AND THE PERIOD
JULY 17, 1998 (INCEPTION) THROUGH JUNE 30, 1999
2000 1999
CASH FLOWS PROVIDED BY (USED FOR)
CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:
NET INCOME (LOSS) FOR THE PERIOD (1,498) (18,563)
NET INCREASE IN ACCOUNT PAYABLE 0 500
TOTAL CASH FLOWS FROM (TO)
OPERATING ACTIVITIES (1,498) (18,063)
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF LICENSE RIGHTS 0 (1,000)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCKS 0 21,500
NET INCREASE (DECREASE)
IN CASH FOR THE PERIOD ( 1,498) 2,437
CASH, BEGINNING OF PERIOD 2,437 0
CASH, END OF PERIOD 939 2,437
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS.
XAIBE INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Activities
The Company was incorporated under the laws of the state of
Nevada in July 17, 1998, and is in the early developmental and
promotional stages. To date, the Company's only activities have
been organizational directed acquiring its principal asset,
raising its initial capital and developing its business plan.
The Company has not commenced commercial operations.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year-End
The Company has elected the fiscal year-end to be June 30th.
NOTE II - LICENSE AGREEMENT
This agreement was made and entered into May 28, 1999 by David R
Mortenson & Associates, ("Grantor") and Xaibe, Inc. ("Licensee").
The Company has obtained the rights to market and manufacture the
oxygen-enriched water known as "Biocatalyst" now manufactured by
NW Technologies, Inc. ("NW") for which the product Grantor holds
the exclusive rights as evidenced by the Distribution Agreement
between NW and Grantor dated the 26th of March, 1998.
NOTE III - PRIVATE PLACEMENT
The Company offered a private placement of 100,000 shares of the
Company=s common stock by means of a private placement at $.20
per share pursuant to Regulation D Code 504.
Item 8 Changes and Disagreements with Accountants on Accounting
and Financial Disclosures
There have been no changes or disagreements with the Company's
independent outside auditor.
Part III
Item 9 Directors, Executive Officers, Promoters and Control
Persons;
Compliance with Section 16(a) of the Exchange Act
The Directors and Executive Officers of the registrant are as
follows:
Name Age Position
Period of Service
John T. Bauska 48
President and
Director 7/98
to present
4741 Ashley Lake Drive
Kalispell, MT 59901
Dorothy Mortenson 51 Director &
Secretary
10/98 to present
2400 Loop 35, #1502
Alvin, TX 77512
The Directors of the Company hold office until the next annual
meeting of he shareholders and until their successors have been
elected and have qualified. There is no family relationship
between and executive officer and director of the Company.
Business Experience.
John T. Bauska. Mr. Bauska, who is the Company's President, has
served as an officer and director of the Company since its
inception.
Mr. Bauska is currently self-employed as a business consultant,
providing consulting services relating to mergers and
acquisitions in a wide variety of fields. From 1995 to the
present Mr. Bauska has served as president of Canadex Ventures,
Inc., a Florida corporation engaged in the development of oil and
mineral resources. From 1993 to the present, he has served as a
director of Bahalil, S.A. of Paris and Damascus, Syria. Bahalil
is an international arms dealer as well as a thriving
construction concern. Since 1991, Mr. Bauska has served as
president of Stratco, Inc., Kalispell, Montana, which is involved
in arms sales, import/export of arms and accessories as well as
weapons design, manufacture and finance.
Dorothy Mortenson. Mrs. Mortenson, who is the Company's
Secretary, has served as an officer and director of the Company
since its organizational meeting on October 6, 1998.
From 1997 to the present, Mrs. Mortenson, together with her
husband, David R. Mortenson, has been engaged as a consultant,
assisting small emerging companies with marketing and sales.
Also in 1997, the Mortensons formed Safeco Products, Inc., a
Texas corporation that markets and distributes health
supplements. . From 1990 to 1997 Mrs. Mortenson assisted her
husband in various enterprises in the country of Belize.
Item 10 Executive Compensation
During the year ended June 30, 2000, the officers of the Company
received no salary or benefits. At the present time none of the
officers or directors receives any salaried compensation for
their services. The Company has no formal policy or plan
regarding payment of salaries, but should it pay them, it would
be in conformance with general business considerations as to the
payment of same, such as the desire to compensate officers and
employees for time spent on behalf of the Company.
No retirement, pension, profit sharing, stock option or insurance
programs or similar programs have been adopted by the Registrant
for the benefit of its employees.
No executive officer or director of the Company holds any option
to purchase any of the Company's securities.
Item 11 Security Ownership of Certain Beneficial Owners
and Management
(a) Security ownership of certain beneficial owners
The following table sets forth information, as of June 30,2000,
of persons known to the Company as being the beneficial
owner of over 5% of the Company's Common Stock.
Title Name and Address of Amount and Nature Percent
Beneficial Owner Of Beneficial of Class
Ownership
Common John T. Bauska 250,000 15.63
4741 Ashley Lake Drive
Kalispell, MT 59901
Common David R. Mortenson 350,000 21.88
2400 Loop 35, #1502
Alvin, TX 77511
Common Joshua D. Smetzer 100,000 06.25
2101 Mustang Road
Suite 113
Alvin, TX 77024
Common Marie M. Charles 100,000 06.25
PO Box 4456
Pasadena, TX 77503
Common Joshua J. Mortenson 100,000 06.25
808 Cemetery Road
Alvin, TX 77511
Common Roy Donovan Hinton Jr. 100,000 06.25
9200 Alameda Genoa Road
Houston, TX 77075
(b) Security Ownership of Management as of June 30,2000
Title Name & Address of Amount & Nature Percent
Beneficial Owner Of Beneficial of
Ownership Class
Common John T. Bauska 250,000 15.63
4714 Ashley Lake Drive
Kalispell, MT 59901
Dorothy Mortenson * 0
2400 Loop 35, #1502
Alvin, TX 77511
* Dorothy Mortenson is the wife of David R. Mortenson who holds
350,000 shares of Common Stock.
Item 12 Certain Relationships and Related Transactions
None
Item 13 Exhibits and Reports for Form 8-K
There are no Exhibits or Reports on Form 8-K
SIGNATURES
In Accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
XAIBE INC.
By: /S/ John T. Bauska
Date: September 12, 2000
John T. Bauska, Director and President
By: /S/ Dorothy Mortenson
Date: September12, 2000
Dorothy Mortenson, Director and Secretary
