UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO.1 TO
FORM 10QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
September 30, 1999
( ) Transition report pursuant of Section 13 or 15(d) of the
Securities Exchange Act of 1939 for the transition period ____
to______
COMMISSION FILE NUMBER 000-26157
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AMERISTAR NETWORK, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-1370942
---------------------------------- --------------------
(State or other jurisdiction of (IRS Employer Id. No.)
incorporation or organization)
321 No. Mall Drive., K-102
St. George, UT 84790 Telephone: 435-656-3677
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(Address of Principal Executive Offices, including Registrant's
zip code and telephone number)
NONE
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Former name, former address and former fiscal year, if changed.
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 number of shares of the registrant's common stock as of
September 30, 1999: 11,479,112 shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
NONE
SIGNATURES
FINANCIAL DATA SCHEDULE
<TABLE>
<CAPTION>
AMERISTAR NETWORK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
<S> <C> <C>
SEPTEMBER 30, DECEMBER 1,
1999 1998
--------- -------------
ASSETS
Cash and cash equivalents $ 18,431 $ 332
Notes receivable - current - 2,265
Accounts receivable 27,500 -
--------- ---------
Total current assets 45,931 2,597
Fixed assets, net of accumulated depreciation of
$ 9,855 and $ 895 13,100 1,628
Other assets 145,000 145,490
--------- ---------
TOTAL ASSETS $ 204,031 $ 149,715
========= =========
LIABILITIES
Accounts payable $ 67,003 $ 3,680
Accrued expenses 316 417
Notes payable and contracts payable - current 12,500 165,000
--------- ---------
Total current liabilities 79,819 169,097
--------- ---------
STOCKHOLDERS' EQUITY
Common stock 7,740 2,084
Additional paid-in capital 1,380,584 42,663
Stock subscription receivable (249,400) -
Accumulated deficit (1,014,712) ( 64,064)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 124,212 ( 19,382)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 204,031 $ 149,715
========= =========
<F/N> See the accompanying notes to the condensed consolidated financial statements.
</TABLE>
F-1
<TABLE>
<CAPTION>
AMERISTAR NETWORK, INC.
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 1999 and 1998
<S> <C> <C>
1999 1998
--------- ---------
Cash Flows From
Operating Activities
Net Income (Loss) ($950,648) ($ 35,622)
Noncash items included
In net income (loss)
Depreciation and amortization 1,576 2,405
Changes in:
Services for stock 95
Accounts receivable (27,500) -
Accounts payable 67,637 308
Accrued expenses ( 101) 126
1,400
--------- ---------
Net cash provided (used)
by operating activities (907,636) (32,688)
Cash Flows From
Investing Activities
Purchase of property, plant
and equipment (10,786) (2,523)
Other assets ( 5,156) (150,000)
-------- ---------
Net cash provided (used)
by investing activities (15,942) (152,523)
Cash Flows From
Financing Activities
Notes payable (152,500) 146,000
Proceeds from stocks issued 5,656 42,862
Additional paid in capital 1,337,921
Subscriptions receivable (249,400)
--------- ---------
Net cash provided (used)
by financing activities 941,677 188,862
--------- ---------
Net increase in cash and
cash equivalents 18,099 3,651
Cash and cash equivalents-
</TABLE>
<TABLE>
<CAPTION>
AMERISTAR NETWORK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<S> <C> <C> <C> <C>
THREE MONTHS ENDED, NINE MONTHS ENDED,
SEPTEMBER 30, SEPTEMBER 30
1999 1998 1999 1998
--------- --------- --------- ---------
Revenue $ 2,500 $ - $ 37,102 $ -
Expenses:
Operating 144,897 7,114 985,324 14,229
Depreciation and amortization 1,104 102 1,576 340
Interest expense 78 106 850 844
--------- --------- --------- ---------
Total expenses 146,079 7,322 987,750 15,413
--------- --------- --------- ---------
Net loss $(143,579) $ (7,322) $(950,648) $ (15,413)
========= ========= ========= =========
Loss per share $ (.04) $ (.00) $ (.25)$
(0.01)
========= ========= ========= =========
Weighted average common shares 3,821,292 2,107,750 3,821,292 2,107,750
========= ========= ========= =========
<F/N> See the accompanying notes to the condensed consolidated financial statements.
F-2
</TABLE>
[CAPTION]
AMERISTAR NETWORK, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying unaudited
condensed consolidated interim financial statements reflect all
adjustments(consisting of only normal and recurring adjustments)
necessary to present fairly the financial position of AMERISTAR
NETWORK, Inc. and Subsidiaries (Ameristar) as of September 30,
1999 and December 31,1998, and the results of their operations
for the three and nine-month periods ended SEPTEMBER 30, 1999 and
1998. The results of operations for such interim periods are not
necessarily indicative of the results for the full year. The
accompanying unaudited condensed consolidated interim financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial reporting
and with instructions to Form 10-Q and accordingly do not include
all disclosures required by generally accepted accounting
principles. The 1998 condensed consolidated balance sheet was
derived from Ameristar's audited balance sheet. For further
information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1998.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates. Certain
reclassifications have been made to the 1998financial statements
to conform to the 1999 presentation.
The Company uses the accrual method of accounting.
Revenues and directly related expenses are recognized in the
period when the goods are shipped to the customers.
The Company considers all short term, highly liquid investments
that are readily convertible, within three months, to known
amounts as cash equivalents. The Company currently has no cash
equivalents.
Primary Earnings Per Share amounts are based on the weighted
average number of shares outstanding at the dates of the
financial statements. Fully Diluted Earnings Per Shares shall be
shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates.
Depreciation; The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The cost
of leasehold improvements is depreciated (amortized) over the
lesser of the length of the related assets or the estimated lives
of the assets. Depreciation is computed on the straight-line
method for reporting purposes and for tax purposes.
Estimates; The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
The Company uses the accrual method of accounting.
Revenues and directly related expenses are recognized in the
period when the goods are shipped to the customers.
The Company considers all short term, highly liquid investments
that are readily convertible, within three months, to known
amounts as cash equivalents. The Company currently has no cash
equivalents.
Primary Earnings Per Share amounts are based on the weighted
average number of shares outstanding at the dates of the
financial statements. Fully Diluted Earnings Per Shares shall be
shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates.
Depreciation; The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The cost
of leasehold improvements is depreciated (amortized) over the
lesser of the length of the related assets or the estimated lives
of the assets. Depreciation is computed on the straight-line
method for reporting purposes and for tax purposes.
Estimates; The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Results of Operations
Three months ended September 30, 1999 Compared to three months
ended September 30, 1998. The net loss for the three months ended
September 30, 1999 was $143,579 compared with $7,322 for the
three months ended September 30, 1998. The primary reason for the
increase in the net loss was an increase in operating expenses.
The Company overall generated $2,500 in revenues in the three
months ended September 30, 1999, compared to revenues of $0 in
the fiscal year ended September 30, 1998. Management attributes
this increase to the commencement of revenue generating
operations.
Liquidity and Capital Resources
At September 30, 1999, the Company had a working capital deficit
of $38,202 as compared to a working capital deficit on December
31, 1998 of $166,500. The increase is primarily attributable to
operating losses incurred.
Net cash used in operating activities was 907,636 for the three
months ended September 30, 1999, compared to the utilization of
$32,688 of cash for the same period last year.
The Company does not anticipate that it will have any problems in
meeting its obligations for continuing fixed expenses, materials
procurement or operating labor.
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
a) Exhibits NONE
b) Reports on 8K
[CAPTION]
SIGNATURES
In accordance with the requirements of the Securities and
Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Ameristar Network, Inc.
Dated: July 3, 2000 By: O. Russell Crandall
------------------------------
O. Russell Crandall, President
[CAPTION]
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[MULTIPLIER] 1
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] MAR-31-1999
[PERIOD-START] SEP-30-1999
[PERIOD-END] SEP-30-1999
[CASH] 18,431
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 45,931
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 204,031
[CURRENT-LIABILITIES] 84,133
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 7,740
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 208,345
[SALES] 2,500
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 146,079
[LOSS-PROVISION] (143,579)
[INTEREST-EXPENSE] 78
[INCOME-PRETAX] (143,579)
[INCOME-TAX] 0
[INCOME-CONTINUING] (143,579)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (143,579)
[EPS-BASIC] (.04)
[EPS-DILUTED] (.04)
