SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission file number 000-28697
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0880742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1608 St. Gregory Street
Las Vegas, NV 89117
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (702) 866-5834
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title if Class)
Indicate by check mark whether the registrant (a) 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 No X
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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. [ ]
The number of shares of Common Stock, $0.001 par value, outstanding on
February 17, 2000, was 10,000,000 shares, held by approximately 2
stockholders.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Central America Fuel Technology was incorporated in the State of Nevada
on July 14, 1997. Central America Fuel Technology was formed to develop and
market fuel additives to Central America. However, the acquisition proved to
be cost prohibitive and Central America Fuel Technology ceased such
activities. Central America Fuel Technology did not engage in any further
commercial operations. Central America Fuel Technology does not have active
business operations, and at this time we are considered a "Blank Check"
company.
The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB. As a reporting company under the Exchange Act,
the Company may register additional securities on Form S-8 (provided that it
is then in compliance with the reporting requirements of the Exchange Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed all reports required under the Exchange Act), and its class of common
stock registered under the Exchange Act may be traded in the United States
securities markets provided that the Company is then in compliance with
applicable laws, rules and regulations, including compliance with its
reporting requirements under the Exchange Act.
The Company will attempt to locate and negotiate with a business entity
for the merger of that target business into the Company. In certain
instances, a target business may wish to become a subsidiary of the Company
or may wish to contribute assets to the Company rather than merge. No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to
make acquisition of assets or businesses; (2) increased visibility in the
financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) shareholder liquidity;
(6) greater ease in subsequently raising capital; (7) compensation of key
employees through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with the Company may include (1) a company for which a primary
purpose of becoming public is the use of its securities for the acquisition
of assets or businesses; (2) a company which is unable to find an underwriter
of its securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less
dilution of its common stock than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public; (5) a foreign
company which may wish an initial entry into the United States securities
market; (6) a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified Employee Stock
Option Plan; or (7) a company seeking one or more of the other perceived
benefits of becoming a public company.
<PAGE>
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of businesses without
limitation as to their industry or revenues. It is not possible at this time
to predict with which company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes. The Company may acquire assets and establish wholly-
owned subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business, will
rely upon its own efforts in accomplishing the business purposes of the
Company. Outside consultants or advisors may be utilized by the Company to
assist in the search for qualified target companies. If the Company does
retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target business, as the Company has
limited cash assets with which to pay such obligation.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, who is not
a professional business analyst. In analyzing prospective business
opportunities, management may consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of
that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential
for growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to
merge with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.
Following a business combination the Company may benefit from the
services of others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target business, management
may recommend one or more underwriters, financial advisors, accountants,
public relations firms or other consultants to provide such services.
A potential target business may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target business may be
presented to the Company only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target businesses for the continuation of the
services of attorneys, accountants, advisors or consultants could be a factor
in the selection of a target business.
<PAGE>
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of
a transaction, it is likely that the present management and stockholders of
the Company will no longer be in control of the Company. In addition, it is
likely that the Company's officer and director will, as part of the terms of
the acquisition transaction, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving entity
after the Company has entered into an agreement for a business combination or
has consummated a business combination and the Company is no longer
considered a blank check company. The issuance of additional securities and
their potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's securities
in the future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended
With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company which
target business stockholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among other things,
the target business's assets and liabilities, the Company's stockholders will
in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
stockholders at such time.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target business.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When
any such agreement is reached or other material fact occurs, the Company will
file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-KSB are advised to
determine if the Company has subsequently filed a Form 8-K.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes (but has not conducted any research to confirm) that
there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions, and
providing liquidity for stockholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
<PAGE>
Computer systems redesigned for year 2000. Many existing computer
programs use only two digits to identify a year in such program's date field.
These programs were designed and developed without consideration of the
impact of the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications
could fail or create erroneous results by or following the year 2000 ("Year
2000 Problem"). Many of the computer programs containing such date language
problems have not been corrected by the companies or governments operating
such programs. It is impossible to predict what computer programs will be
effected, the impact any such computer disruption will have on other
industries or commerce or the severity or duration of a computer disruption.
The Company does not have operations and does not maintain computer
systems. Before the Company enters into any business combination, it may
inquire as to the status of any target business's Year 2000 Problem, the
steps such target business has taken or intends to take to correct any such
problem and the probable impact on such target business of any computer
disruption. However, there can be no assurance that the Company will not
merge with a target business that has an uncorrected Year 2000 Problem or
that any planned Year 2000 Problem corrections will be sufficient. The
extent of the Year 2000 Problem of a target business may be impossible to
ascertain and any impact on the Company will likely be impossible to predict.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of management
at no cost to the Company. Management has agreed to continue this
arrangement until the Company completes an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public market for the securities of the Company.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination or acquisition. It is anticipated
that following such occurrence the Company will cause its common stock to be
listed or admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
<PAGE>
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the stockholders of the Company have executed and delivered "lock-up" letter
agreements, affirming that such shareholder will not sell or otherwise
transfer its shares of the Company's common stock except in connection with
or following completion of a merger or acquisition and the Company is no
longer classified as a blank check company. The stockholders have deposited
such shareholder's respective stock certificate with the Company's
management, who will not release the respective certificates except in
connection with or following the completion of a merger or acquisition.
There are currently two stockholders of the outstanding common stock of
the Company. The Company has not issued any preferred stock.
During the past three years, the Company has not sold any securities.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is currently seeking to engage in a merger with or
acquisition of an unidentified foreign or domestic company which desires to
become a reporting ("public") company whose securities are qualified for
trading in the United States secondary market. The Company meets the
definition of a "blank check" company contained in Section (7)(b)(3) of the
Securities Act of 1933, as amended. The Company has been in the
developmental stage since inception and has no operations to date. Other
than issuing shares to its original stockholders, the Company has not
commenced any operational activities.
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of businesses without
limitation as to their industry or revenues. It is not possible at this time
to predict with which company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
The Company will not acquire or merge with any entity which cannot
provide audited financial statements at or within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements
as part of its Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are
not available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations
made by the target business, the closing documents may provide that the
proposed transaction will be voidable at the discretion of the present
management of the Company.
<PAGE>
The Company will not restrict its search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage
of its business life. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company may offer.
A business combination with a target business will normally involve the
transfer to the target business of the majority of common stock of the
Company, and the substitution by the target business of its own management
and board of directors.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The officer and director of
the Company has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company's stockholders have agreed that they will advance to the
Company any additional funds which the Company needs for operating capital
and for costs in connection with searching for or completing an acquisition
or merger. Such advances will be made without expectation of repayment unless
the owners of the business which the Company acquires or merges with agree to
repay all or a portion of such advances. There is no minimum or maximum
amount such shareholder will advance to the Company. The Company will not
borrow any funds for the purpose of repaying advances made by such
shareholder, and the Company will not borrow any funds to make any payments
to the Company's promoters, management or their affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director, shareholder or their affiliates or
associates serve as officer or director or hold more than a 10% ownership
interest.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements included in this Form 10-KSB for the
years ended December 31, 1999, 1998 and 1997 have been audited by Barry L.
Friedman, PC., independent certified public accountant, as indicated in his
report with respect thereto, and are included in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.
Please see pages F-1 through F-8 attached as an exhibit A hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.
<PAGE>
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 are as follows:
<TABLE>
Name Age Positions and Offices Held
<S> <C> <C>
Debra M. Nicholsen 30 President, Secretary, Treasurer, Sole Director
</TABLE>
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which she
has served as such, and the business experience during at least the last five
years:
Debra M. Nicholson acts as our President, Secretary, Treasurer and
Director. Ms. Nicholson has served as an officer and director of the Company
since July 14, 1997. Ms. Nicholsen was born September 9, 1969 in Hollywood,
California. Ms. Nicholsen has attended Southwest Missouri State University.
She is Chairperson of Friends of Foundation Maria de Honduras, a non-profit
organization that helped provide relief and aid to the victims of Hurricane
Mitch in Honduras. Ms. Nicholsen has resided in Las Vegas for the past eight
years.
CURRENT BLANK CHECK COMPANIES
Ms. Nicholsen is not an officer, director or control person of any other
Blank Check company.
CONFLICTS OF INTEREST
Our officer and director expects to organize other companies of a
similar nature and with a similar purpose as us. Consequently, there are
potential inherent conflicts of interest in acting as our officer and
director. Insofar as the officer and director are engaged in other business
activities, management anticipates that she will devote only a minor amount
of time to our affairs. We do not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to our proposed business operations.
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
It is anticipated that target companies will be located for us and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, any blank check companies with which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholders, working
capital, types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain blank check
company formed after us. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation.
<PAGE>
Debra M. Nicholson acts as our President, Secretary, Treasurer and
Director. Ms. Nicholson has served as an officer and director of the Company
since July 14, 1997. Ms. Nicholsen was born September 9, 1969 in Hollywood,
California. Ms. Nicholsen has attended Southwest Missouri State University.
She is Chairperson of Friends of Foundation Maria de Honduras, a non-profit
organization that helped provide relief and aid to the victims of Hurricane
Mitch in Honduras. Ms. Nicholsen has resided in Las Vegas for the past eight
years.
A business combination with us may include such terms as Ms. Nicholsen
remaining a director or officer of the Company and/or the continuing
securities work of the Company being handled by the consulting firm of which
Ms. Nicholsen is a director. The terms of a business combination may provide
for a payment by cash or otherwise to Ms. Nicholsen for the purchase or
retirement of all or part of his common stock by a target company or for
services rendered incident to or following a business combination. Ms.
Nicholsen would directly benefit from such employment or payment. Such
benefits may influence Ms. Nicholsen 's choice of a target company.
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that referral
results in a business combination. No finder's fee of any kind will be paid
by us to management or our promoters or to their associates or affiliates. No
loans of any type have, or will be, made by us to management or our promoters
of or to any of their associates or affiliates.
We will not enter into a business combination, or acquire any assets of
any kind for our securities, in which our management or any affiliates or
associates have a greater than 10% interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of us could result in liability of management to us. However, any
attempt by stockholders to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in
the past, and is not accruing any compensation pursuant to any agreement with
the Company. However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company and, possibly,
in other ways.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 17, 2000, each person
known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock and the director and officer of the Company.
Except as noted, the holder thereof has sole voting and investment power with
respect to the shares shown.
<PAGE>
<TABLE>
Name and Address Amount of Percentage
Beneficial
of Beneficial Owner Ownership of Class
<S> <C> <C>
Anthony N. DeMint 9,100,000 91%
Debra Nicholsen 900,000 9%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have issued a total of 900,000 shares of Common Stock to the
following persons for a total of $900 in services.
Name Number of Total Shares Consideration
Debra Nicholsen 900,000 $9000
Debra Nicholsen is our President, Secretary, Treasurer, and sole
Director. The total number of shares were issued to Ms. Nicholsen in exchange
for services rendered to us, in lieu of cash.
On February 17, 2000. Anthony N. DeMint purchased 9,100,000 shares of
the Company's Common Stock from 22 of the Company's stockholders for total
consideration of $9,100.
Mr. DeMint has been involved with the following blank check companies
Intercontinental Capital Fund, Inc., Navitec Group, Inc, TourPro Golf, Inc.,
Royal Acquisitions, Inc., Calif Acquisitions Inc., Accessory Specialists
Incorporated, RUB Investments Limited, Your Domain.com, Tac Asset Corp. and
Nothing Corp. which are also blank check companies.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director or stockholders or their affiliates or
associates serve as officer or director or hold more than a 10% ownership
interest. Management is not aware of any circumstances under which this
policy may be changed.
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the stockholders of the Company have executed and delivered a "lock-up"
letter agreements, affirming that such stockholders shall not sell their
respective shares of the Company's common stock until such time as the
Company has successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company. The stockholders have
placed the respective stock certificates with the Company which will not
release the certificates until such time as a merger or acquisition has been
successfully consummated.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Articles of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on December 29, 2000,
and incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration statement
on Form 10-SB filed on December 29, 2000, and incorporated herein
by reference.
27 Financial Data Schedule
_____
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during the
quarter ended December 31, 1999.
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.
CENTRAL AMERICAN FUEL TECHNOLOGY, INC.
By:/s/ Debra Nicholsen
Debra Nicholsen, President
Dated: February 23, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Debra Nicholsen
Debra Nicholsen Director February 23, 2000
<PAGE>
FINANCIAL STATEMENTS
Set forth below are the audited financial statements for the Company for
the period ended December 31, 1999. The following financial statements are
attached to this report and filed as a part thereof.
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7-F-8
<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 12, 2000
Central America Fuel Technology, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Central America Fuel
Technology, Inc., ( A Development Stage Company), as of December 31, 1999,
December 31, 1998, and December 31, 1997, and the related statements of
operations, stockholders, equity and cash flows for period January 1, 1999,
to December 31, 1999, the year ended December 31, 1998, and the period July
14, 1997, inception, to December 31, 1997. 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 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. I believe that my audit provides 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 Central America
Fuel Technology, Inc., (A Development Stage Company), as of December 31,
1999, December 31, 1998, and December 31, 1997, and the results of its
operations and cash flows for the period January 1, 1999, to December 31,
1999, for the year ended December 31, 1998, and the period July 14, 1997,
inception, to December 31, 1997, 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 Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1999 31, 1998 31, 1997
----------- ---------- ----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $200 $0 $0
----------- ---------- ----------
TOTAL CURRENT ASSETS $200 $0 $0
----------- ---------- ----------
OTHER ASSETS $0 $0 $0
----------- ---------- ----------
TOTAL OTHER ASSETS $0 $0 $0
----------- ---------- ----------
TOTAL ASSETS $200 $0 $0
========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December December December
31, 1999 31, 1998 31, 1997
------------ ----------------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $1,000 $0 $0
------------ ----------- -----------
TOTAL CURRENT LIABILITIES $1,000 $0 $0
------------ ----------- -----------
STOCKHOLDERS' EQUITY (Note #1)
Common stock, par value $.001
Authorized 20,000,000 shares
issued and outstanding at
December 31, 1997- 10,000,000 shs $10,000
December 31, 1998- 10,000,000 shs $10,000
December 31, 1999- 10,000,000 shs $10,000
Additional paid in Capital 0 0 0
Deficit accumulated during
the development stage (10,800) (10,000) (10,000)
------------ ----------- -----------
TOTAL STOCKHOLDERS' EQUITY $(800) $0 $0
------------ ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $200 $0 $0
=========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Jul. 14,
1999, to Ended Ended 1996
Dec. 31, Dec. 31, Dec. 31, (inception)
1999 1998 1997 to Dec. 31,
1999
------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
INCOME
Revenue $0 $0 $0 $0
----------- ---------- ----------- ----------
EXPENSES
General and
Administrative $800 $0 $0 $10,800
------------ ---------- ----------- -----------
Total Expenses $800 $0 $0 $10,800
------------ ---------- ----------- -----------
Net Loss $(800) $0 $0 $(10,800)
========= ========= ========= =========
Net Profit
or Loss(-)
Per weighted
Share (Note #1) $(.0001) $.0000 $.0000 $(.0011)
========= ========= ========= =========
Weighted average
Number of common
shares outstanding 10,000,000 10,000,000 10,000,000 10,000,000
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount capital Deficit
-------- ------- --------- -------
<S> <C> <C> <C> <C>
July 14, 19997
Issued Stock
For Services 10,000,000 $10,000 $0 $0
Net loss, July 14,
1997 to
December 31, 1997 0 0 0 (10,000)
-------- ---------- ----------- ------------
Balance,
December 31, 1997 10,000,000 $10,000 $0 $10,000
Net loss year ended
December 31, 1998 0 0 0 0
----------- ---------- ----------- ----------
Balance,
December 31, 1998 10,000,000 $10,000 $0 $(10,000)
Net loss,
January 1,1999, to
December 31, 1999 0 0 0 (800)
--------- ---------- ----------- ------------
Balance,
December 31, 1999 10,000,000 10,000 $0 $(10,800)
========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jul. 14,
Jan. 1, Year Jul. 14, 1997
1999, to Ended 1997, to (inception)
Dec. 31, Dec. 31, Dec. 31, To Dec. 31,
1999 1998 1997 1999
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $(800) $0 $0 $(10,800)
Adjustment to
reconcile net loss
to net cash
provided by operating
Activities
Stock issued
for services 0 0 10,000 10,000
Changes in assets and
Liabilities
Increase in current
Officers Advances 1,000 0 0 1,000
----------- ---------- ----------- ----------
Net cash used in
operating activities $200 $0 $0 $200
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities: 0 0 0 0
---------- ---------- ---------- ----------
Net increase(decrease)
in cash $200 $0 $0 $200
Cash, beginning of
Period 0 0 0 0
----------- ---------- ----------- -----------
-
Cash, end of period $200 $0 $0 $200
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, December 31, 1998, and December 31,1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 19, 1994, under the laws of the State of
Nevada, as Central America Fuel Technology, Inc.. The Company has no
operations and in accordance with SFAS #7, is considered a development stage
company.
On July 14, 1997, the company issued 10,000,000 shares of its $0.001 par
value common stock for services of $ 10,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
<PAGE>
CENTRAL AMERICA FUEL TECHNOLOGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
December 31, 1999, December 31, 1998, and December 31, 1997
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. 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 involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 200
<CURRENT-LIABILITIES> 1,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 200
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (800)
<INCOME-TAX> (800)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (800)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
