U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
----------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 9, 2000
------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
AUTEO MEDIA, INC. fka
FLINTROCK FINANCIAL SERVICES, INC.
----------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada
------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
0-27229
-------
(COMMISSION FILE NUMBER)
88-0409163
----------
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
22125 17th Avenue S.E., Suite 105
Bothell, WA
------------------------
(ADDRESS AND PHONE NUMBER OF PRINCIPAL OFFICES)
98021
-----
(Zip Code)
(425) 415-1694
--------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
16700 - 198th Ave., N.E.
Woodinville, WA
---------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
The financial statements required by this item are attached as Exhibit
13.
SIGNATURES
==========
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUTEO MEDIA, INC.
By: /s/ STEVE VAN LEEUWEN
-------------------------------
Steve Van Leeuwen
President
Dated: May 9, 2000
Financial Statements and Report of
Independent Certified Public Accountants
TYSA Corporation
December 31, 1999
<PAGE>
C O N T E N T S
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3
FINANCIAL STATEMENTS
BALANCE SHEET 4
STATEMENTS OF EARNINGS 5
STATEMENT OF SHAREHOLDER'S EQUITY 6
STATEMENTS OF CASH FLOWS 7
NOTES TO FINANCIAL STATEMENTS 8
<PAGE>
Report of Independent Certified Accountants
Board of Directors
TYSA Corporation
We have audited the accompanying balance sheet of TYSA Corporation (a Washington
Corporation), as of December 31, 1999, and the related statements of earnings,
shareholder's equity and cash flows for each of the two years in the period then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TYSA Corporation as of December
31, 1999, and the results of its operations and its cash flows for each of the
two years in the period then ended, in conformity with accounting principles
generally accepted in the United States.
/s/ GRANT THORTON
Seattle, Washington
April 14, 2000
<PAGE>
<TABLE>
<CAPTION>
TYSA Corporation
BALANCE SHEET
December 31, 1999
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 11,008
Accounts receivable 48,596
Inventories 9,000
--------------
Total current assets 68,604
PROPERTY AND EQUIPMENT - net 58,072
OTHER ASSETS
Intangible assets - net 43,836
Other assets 500
--------------
$171,012
==============
LIABILITIES
CURRENT LIABILITIES
Current maturities of shareholder note payable $ 11,830
Accounts payable 27,847
Accrued liabilities 12,430
--------------
Total current liabilities 52,107
SHAREHOLDER NOTE PAYABLE, less current maturities 72,304
COMMITMENTS -
SHAREHOLDER'S EQUITY
Common stock - authorized, 100,000 shares, no par value;
51,000 shares issued and outstanding 510
Additional contributed capital 46,091
Retained earnings -
--------------
46,601
--------------
$171,012
==============
The accompanying notes are an integral part of this financial statement.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
TYSA Corporation
STATEMENTS OF EARNINGS
Years ended December 31,
1999 1998
------------- -------------
<S> <C> <C>
Revenues $610,549 $366,759
Direct costs 66,278 49,860
------------- -------------
Gross profit 544,271 316,899
Operating expenses
Selling, general and administrative 335,207 195,255
Depreciation and amortization 42,355 37,458
------------- -------------
377,562 232,713
------------- -------------
Operating income 166,709 84,186
Other expense
Interest expense 6,867 9,571
Other 2,000 -
------------- -------------
NET EARNINGS $157,842 $ 74,615
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
TYSA Corporation
STATEMENT OF SHAREHOLDER'S EQUITY
Years ended December 31, 1999 and 1998
Common stock Additional Retained
----------------------- contributed earnings
Shares Amount capital (deficit) Total
--------- ---------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1998 51,000 $ 510 $ 49,321 $ (13,234) $36,597
Shareholder's distributions - - - (51,000) (51,000)
Additional capital contributed by shareholder - - 1,147 - 1,147
Net earnings for the year - - - 74,615 74,615
--------- ---------- ------------ --------------- ------------
Balance at December 31, 1998 51,000 510 50,468 10,381 61,359
Shareholder's distributions - - (4,377) (168,223) (172,600)
Net earnings for the year - - - 157,842 157,842
--------- ---------- ------------ --------------- ------------
Balance at December 31, 1999 51,000 $ 510 $ 46,091 $ - $46,601
========= ========== ============ =============== ============
The accompanying notes are an integral part of this statement.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
TYSA Corporation
STATEMENTS OF CASH FLOWS
December 31,
1999 1998
------------ -----------
<S> <C> <C>
Increase (Decrease) in Cash
Cash flows from operating activities
Net earnings $157,842 $ 74,615
Adjustments to reconcile net earnings to
net cash provided by operating activities
Depreciation and amortization 42,355 37,458
Loss on disposal of equipment 2,002 -
Changes in assets and liabilities
Accounts receivable (15,367) (16,640)
Inventories (2,000) (2,250)
Other assets - (500)
Accounts payable 23,707 (3,927)
Accrued liabilities (4,239) 14,513
------------ -----------
Net cash provided by operating activities 204,300 103,269
------------ -----------
Cash flows from investing activities
Purchase of equipment (42,706) (20,848)
Proceeds from sale of equipment 4,918 -
Purchase of intangible assets (2,500) -
------------ -----------
Net cash used in investing activities (40,288) (20,848)
------------ -----------
Cash flows from financing activities
Payments on shareholder note payable (11,258) (102,462)
Proceeds from issuance of shareholder note payable - 96,941
Proceeds from additional contribution of capital - 1,147
Shareholder's distributions (172,600) (51,000)
------------ -----------
Net cash used in financing activities (183,858) (55,374)
------------ -----------
Net (decrease) increase in cash (19,846) 27,047
Cash at beginning of period 30,854 3,807
------------ -----------
Cash at end of period $ 11,008 $ 30,854
============ ===========
Supplemental disclosure of cash flow information
Cash paid for interest $ 7,200 $ 10,119
============ ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
7
<PAGE>
TYSA Corporation
NOTES TO FINANCIAL STATEMENTS
December 31,1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
TYSA Corporation (the Company), operating under the trade name "Northwest Dealer
Specialties" prepares sticker labels for auto dealers throughout Washington and
California for purposes of advertising car features to potential customers.
Additionally the Company also operates websites and web postings for various car
dealers whereby cars are offered for sale over the Internet. On March 1, 2000,
the Company entered into a share exchange agreement whereby the Company sold
82.5% of its common shares to Auteo Media, Inc. formerly known as Flintrock
Financial Services, Inc., a public company, in exchange for cash of $835,000 and
2,100,000 shares of Auteo Media's common stock. The transaction resulted in the
Company becoming the accounting acquirer, whereby the historical financial
statements of Auteo Media, Inc. become those of the TYSA Corporation.
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
1. Accounts Receivable
-------------------
The Company considers accounts receivable to be fully collectible; accordingly,
no allowance for doubtful accounts is provided. If amounts become uncollectible,
they will be charged to operations when that determination is made.
2. Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is determined using
the first in, first out method. The Company's inventories consist primarily of
sticker labels.
3. Depreciation and Amortization
-----------------------------
Depreciation and amortization are provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service lives
as follows:
<TABLE>
<S> <C>
Computer equipment 3 years
Office equipment 5 years
Automobiles 3 years
</TABLE>
Expenditures for maintenance and repairs are expensed as incurred. The
accelerated method of depreciation is followed for substantially all assets for
financial reporting and tax purposes.
4. Income Taxes
------------
The Company has made an election under Subchapter S of the Internal Revenue
Code. Under this section, income taxes on net earnings will be payable
personally by the shareholder. Had such taxes been payable by the Company, they
would have approximated $45,000 and $14,000 for the years ended December 31,
1999 and 1998, respectively.
8
<PAGE>
TYSA Corporation
NOTES TO FINANCIAL STATEMENTS
December 31,1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
5. Advertising
-----------
Advertising costs are expensed as incurred. Advertising expenses were
approximately $22,020 and $1,724 in 1999 and 1998, respectively.
6. Use of Estimates
----------------
In preparing the Company's financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
7. Shareholder Distributions
-------------------------
Distributions to the Company's shareholder are considered a reduction from
retained earnings to the extent that the Company has retained earnings.
Distributions in excess of retained earnings are accounted for as a reduction in
additional contributed capital.
NOTE B - PROPERTY AND EQUIPMENT
Property and equipment consist of the following at December 31, 1999:
<TABLE>
<S> <C>
Computer equipment $ 35,928
Office equipment 10,561
Automobiles 35,907
--------------
82,396
Less accumulated depreciation and amortization 24,324
--------------
$ 58,072
==============
</TABLE>
9
<PAGE>
TYSA Corporation
NOTES TO FINANCIAL STATEMENTS
December 31,1999
NOTE C - INTANGIBLE ASSETS
Intangible assets consist of the following at December 31, 1999:
<TABLE>
<S> <C>
Covenant not to compete $ 49,000
Goodwill 49,000
Franchise rights 2,500
Other 863
--------------
101,363
Less accumulated depreciation and amortization 57,527
--------------
$ 43,836
==============
</TABLE>
Goodwill represents the excess cost of acquiring the assets of NW Dealer
Specialties over the fair value of net assets acquired at the date of
acquisition (November, 1997), which is amortized using a straight-line method
over five years. The covenant not to compete was also acquired in conjunction
with the purchase of NW Dealer Specialties, which is amortized using a
straight-line method over the term of the agreement or 3 years. The Company
periodically reviews intangible assets to assess recoverability. Impairment is
recognized in operating results if expected future operating undiscounted cash
flows of the acquired assets is less than the carrying value of the assets.
NOTE D - SHAREHOLDER NOTE PAYABLE
The Company has an unsecured note payable to its shareholder totaling $84,134 as
of December 31, 1999. The note is payable in monthly installments of $1,510,
including interest at 7.99% and is due October 2005.
Aggregate maturities of the shareholder note payable are as follows:
<TABLE>
<CAPTION>
Year ending December 31,
- ----------------------------------
<S> <C>
2000 $ 11,830
2001 12,814
2002 13,874
2003 15,024
2004 16,267
Thereafter 14,325
---------------
$ 84,134
===============
</TABLE>
10
<PAGE>
TYSA Corporation
NOTES TO FINANCIAL STATEMENTS
December 31,1999
NOTE E - COMMITMENTS
The Company conducts a portion of its operations with equipment classified as
operating leases. The following is a schedule by years of approximate minimum
rental payments under such operating leases, which expire at various dates
through 2002.
<TABLE>
<CAPTION>
Year ending December 31,
- ------------------------------------------
<S> <C>
2000 $ 7,779
2001 7,779
2002 3,890
-------------
Total minimum payments required $ 19,448
=============
</TABLE>
The leases provide for payment of taxes and other expenses by the Company. Rent
expense for leased equipment totaled approximately $7,779 and $8,765 for the
years ended December 31, 1999 and 1998, respectively.
NOTE F - RETIREMENT PLAN
The Company has a Simple IRA plan covering all employees who meet the
qualifications. The Company matches 100% of the first 3% of employees deferred
compensation. Contributions by the Company totaled $497 and $195 for the years
ended December 31, 1999 and 1998, respectively.
11
