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Previous: INSMED INC, S-4/A, 2000-03-24 |
Next: AOL TIME WARNER INC, S-4/A, 2000-03-24 |
<R>
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As filed with the Securities and Exchange Commission on March 24, 2000 |
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Registration No. 000-29349 |
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===================================================================== |
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</R>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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<R>
FORM 10-SB/A
PRE-EFFECTIVE AMENDMENT NO. 1
</R>
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
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Phoenix Metals U.S.A. II, Inc. |
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(Name of Small Business Issuer in its charter) |
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Nevada |
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95-4571729 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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801 South Rampart Boulevard, Suite 178 |
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(Address of principal executive offices) |
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(Zip Code) |
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Issuer's telephone number, |
(702) 947-2178 |
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Securities to be registered under Section 12(b) of the Act: |
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Title of each class |
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Name of each exchange on which |
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------------------------------------------ |
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-------------------------------------- |
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------------------------------------------ |
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-------------------------------------- |
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Securities to be registered under Section 12(g) of the Act: |
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Common Stock, Par Value $.0001 |
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(Title of class) |
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<R>
This Pre-Effective Amendment No. 1 is being filed for the purpose of amending Part F/S of the registration statement on Form 10-SB of Phoenix Metals U.S.A. II, Inc., specifically the Independent Auditors' Report and Note 7. All other items of the registration statement on Form 10-SB remain unchanged.
</R>
PART F/S
<R>
[LETTERHEAD OF PIERCY, BOWLER, TAYLOR & KERN]
</R>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Phoenix Metals U.S.A. II, Inc.
Las Vegas, Nevada
We have audited the balance sheet of Phoenix Metals U.S.A. II, Inc. (a development stage enterprise) as of June 30, 1999, and the related statements of development stage operations, stockholders' equity (deficiency) and cash flows for each of the two years 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.
<R>
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 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 Phoenix Metals U.S.A. II, Inc. as of June 30, 1999, and the results of its development stage operations and its cash flows for each of the two years then ended, in conformity with generally accepted accounting principles.
</R>
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5, the Company's ability to commence operations is dependent upon the successful completion of its research and development and continued advances from stockholders or other financing or capital investments. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
PIERCY, BOWLER, TAYLOR & KERN
/s/ Piercy, Bowler, Taylor & Kern
November 19, 1999
Las Vegas, Nevada
- 1 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
June 30, 1999 and December 31, 1999
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June 30 |
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December 31 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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$89,629 |
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$14,839 |
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Inventories |
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105,106 |
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166,100 |
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Prepaid expenses |
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47,435 |
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26,906 |
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242,170 |
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207,845 |
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Property and equipment, net of accumulated depreciation |
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1,063,725 |
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1,148,216 |
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Land, mining claims and mineral ore rights |
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1,712,144 |
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1,712,144 |
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Other |
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21,857 |
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25,357 |
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$3,039,896 |
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$3,093,562 |
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LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY) |
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Current liabilities: |
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Current portion of long-term debt |
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$16,364 |
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$18,268 |
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Notes payable |
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32,368 |
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27,305 |
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Accounts payable |
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38,547 |
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31,074 |
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Accrued expenses |
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16,215 |
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9,329 |
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103,494 |
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85,976 |
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Long-term debt, net of current portion |
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55,789 |
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63,847 |
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Advances from stockholders, including accrued interest |
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3,263,191 |
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472,993 |
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Stockholder's equity (deficiency): |
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Preferred stock (preferences to be determined by the Board of Directors upon issuance), $0.01 par value, 30,000,000 shares authorized, none issued |
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Common stock, $0.0001 par value, 300,000,000 shares authorized, 179,446,168 and 182,746,168 issued and outstanding |
17,945 |
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18,275 |
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Additional paid-in capital |
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2,408,057 |
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5,760,918 |
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Deficit accumulated in the development stage |
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(2,807,080) |
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(3,288,147) |
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Less stock subscription receivable |
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(1,500) |
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(20,300) |
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(382,578) |
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2,470,746 |
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$3,039,896 |
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$3,093,562 |
See Accompanying Notes to Financial Statements
- 2 -
PHOENIX METALS U.S.A. II, Inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For the Years Ended June 30, 1999 and 1998,
For the Six-Month Periods December 31, 1999 and 1998,
And for the Cumulative Period from July 1, 1993 through June 30, 1997
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Six-month periods |
July 1, 1993, |
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Year ended June 30, |
ended December 31, |
through |
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1999 |
1998 |
1999 |
1998 |
June 30, 1997 |
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(Unaudited) |
(Unaudited) |
(Unaudited) |
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Costs and expenses: |
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Research and development |
$617,169 |
$368,093 |
$185,685 |
$269,829 |
$772,398 |
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Depreciation |
64,992 |
42,451 |
26,016 |
41,810 |
11,265 |
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General and administrative |
196,716 |
146,909 |
186,188 |
84,226 |
206,872 |
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878,877 |
557,453 |
397,889 |
395,865 |
990,535 |
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Other expense: |
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Interest |
143,165 |
78,247 |
83,178 |
78,834 |
158,803 |
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-------------- |
--------------- |
--------------- |
--------------- |
---------------- |
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Net loss |
$1,022,042 |
$635,700 |
$481,067 |
$474,699 |
$1,149,338 |
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Net loss per common share |
$0.006 |
$0.004 |
$0.003 |
$0.003 |
$0.009 |
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Weighted average number of common shares outstanding |
179,446,168 |
174,446,168 |
180,183,125 |
179,446,168 |
122,163,065 |
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See Accompanying Notes to Financial Statements
- 3 -
PHOENIX METALS U.S.A. II, Inc.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIENCY)
For the Years Ended June 30, 1999 and 1998
For the Six Months Ended December 31, 1999 (Unaudited)
And for the Cumulative Period from July 1, 1993 through June 30, 1997 (Unaudited)
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Common Stock |
Additional paid-in |
Deficit accumulated during the development |
Stock subscriptions |
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Shares |
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Par value |
capital |
stage |
receivable |
Total |
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From July 1, 1993 through June 30, 1997 (unaudited): |
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Balances, July 1, 1993 |
962,288 |
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$96 |
$547,717 |
$(999,608) |
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$(451,795) |
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Issuance of common stock in connection with reverse acquisition |
24,532,712 |
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2,453 |
1,772,547 |
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1,775,000 |
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Quasi-reorganization |
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(999,608) |
999,608 |
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- |
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Other issuances of common stock |
143,951,168 |
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14,396 |
1,088,401 |
- |
(11,700) |
1,091,097 |
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Net loss |
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(1,149,338) |
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(1,149,338) |
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Stock subscription payments received |
-------------- |
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----------- |
------------ |
---------------- |
5,400 |
5,400 |
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Balances, June 30, 1997 |
169,446,168 |
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16,945 |
2,409,057 |
(1,149,338) |
(6,300) |
1,270,364 |
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Issuances of common stock for patents and intellectual property |
10,000,000 |
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1,000 |
(1,000) |
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Net loss |
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(635,700) |
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(635,700) |
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Stock subscription payments received |
-------------- |
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----------- |
------------ |
---------------- |
2,400 |
2,400 |
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Balances, June 30, 1998 |
179,446,168 |
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17,945 |
2,408,057 |
(1,785,038) |
(3,900) |
637,064 |
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Net loss |
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(1,022,042) |
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(1,022,042) |
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Stock subscription payments received |
-------------- |
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----------- |
------------ |
---------------- |
2,400 |
2,400 |
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Balances, June 30, 1999 |
179,446,168 |
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17,945 |
2,408,057 |
(2,807,080) |
(1,500) |
(382,578) |
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From July 1 through December 31, 1999 (unaudited): |
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Issuances of common stock in payment of stockholders' advances |
3,000,000 |
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300 |
3,262,891 |
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3,263,191 |
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Other issuances of common stock |
300,000 |
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30 |
89,970 |
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(20,000) |
70,000 |
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Net loss |
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(481,067) |
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(481,067) |
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Stock subscription payments received |
-------------- |
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----------- |
------------ |
---------------- |
1,200 |
1,200 |
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Balances, December 31, 1999 |
182,746,168 |
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$18,275 |
$5,760,918 |
$(3,288,147) |
$(20,300) |
$2,470,746 |
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See Accompanying Notes to Financial Statements
- 4 -
PHOENIX METALS U.S.A. II, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the Years Ended June 30, 1999 and 1998
For the Six-Month Periods Ended December 31, 1999 and 1998
And for the Cumulative Period from July 1, 1993 through June 30, 1997
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Six-month periods |
July 1, 1993, |
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Year ended June 30, |
ended December 31, |
through |
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1999 |
1998 |
1999 |
1998 |
June 30, 1997 |
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(Unaudited) |
(Unaudited) |
(Unaudited) |
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Operating activities: |
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Net cash used in operating activities |
$(910,120) |
$(561,325) |
$(439,861) |
$(427,465) |
$(1,036,954) |
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Investing activities: |
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Purchase of property and equipment |
(343,164) |
(112,145) |
(110,507) |
(190,693) |
(638,272) |
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Financing activities: |
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Advances from stockholders |
1,281,982 |
730,447 |
399,479 |
631,240 |
949,564 |
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Proceeds from notes payable |
34,105 |
5,116 |
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Repayments of notes payable |
(5,757) |
(5,801) |
(5,063) |
(3,428) |
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Proceeds from long-term debt |
57,899 |
20,000 |
17,899 |
144,175 |
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Repayments of long-term debt |
(45,663) |
(49,683) |
(10,038) |
(24,919) |
(21,225) |
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Stock subscription payments received |
2,400 |
2,400 |
1,200 |
1,400 |
5,400 |
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Proceeds from issuance of common stock |
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70,000 |
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606,250 |
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Net cash provided by financing activities |
1,324,966 |
682,479 |
475,578 |
622,192 |
1,684,164 |
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Net increase (decrease) in cash |
71,682 |
9,009 |
(74,790) |
4,034 |
8,938 |
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Cash, beginning |
17,947 |
8,938 |
89,629 |
17,947 |
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Cash, ending |
$89,629 |
$17,947 |
$14,839 |
$21,981 |
$8,938 |
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See Accompanying Notes to Financial Statements
- 5 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Information for the six-month periods ended December 31, 1999 and 1998, and
the cumulative period from July 1, 1993, through June 30, 1997, is unaudited
Note 1. Nature of Activities and History
Phoenix Metals U.S.A. II, Inc. (the Company) is engaged in research and development activities in connection with proprietary processes, fabrication of equipment, in securing all operating permits, and obtaining licenses for patents and technology relating to concentrating, smelting and separating complex refractory ores into pure refined precious and noble metals. In that regard, the Company has operated a pilot and testing facility on five acres in Nevada to mill, smelt and separate gold, silver, platinum, palladium, rhodium, osmium and iridium commercially. In this phase, the Company has developed employee and management training manuals and related procedures, formulas for processing head ore to pure metals, and engineering, fabricating and putting into operation environmentally compatible ore processing systems and facilities. The amount of ore that has been removed from the Company's ore reserves to date is insignificant and without measurable cost.
Since the Company's activities to date have involved principally the development or improvement of processes and techniques to be employed in extraction, rather than mining activities, the costs thereof are accounted for and expensed as provided for in Financial Accounting Standards Board (FASB) Statement No. 2, Research and Development Costs. In addition, pursuant to the American Institute of Certified Public Accountants' Statement of Position 98-5, Start-up Costs, the costs of all other start-up activities are expensed as incurred.
The Company is not in the exploration stage and, except to the extent described above, it is not and has not engaged, nor has it incurred any costs, in "exploration" and "development" activities, as those terms are commonly used in the mining industry (for example for prospecting, geophysical analysis, drilling or removing overburden). Accordingly, the accompanying financial statements include no capitalized costs or related amortization of such costs that might otherwise be amortizable over estimated production. Only the costs of acquiring or building physical facilities, equipment and mineral ore reserves and mining rights have been capitalized (Note 2).
The Company commenced its development stage activities during the year ended June 30, 1994, as a result of a series of transactions early in that year involving a "reverse" acquisition of the Company (then engaged unsuccessfully in an unrelated business and known as Imagenét Systems, Inc.) and the related transfer to the Company by its present principal officer/stockholders* of rights to certain mineral ore reserves and technology (Note 7) in exchange for common stock. In connection with the reverse acquisition and related transactions, the Company discontinued its unrelated business and adopted "quasi-reorganization" accounting as of July 1, 1993, eliminating its then accumulated deficit of approximately $1,000,000. No revaluations of assets or liabilities were deemed necessary at the time.
The cumulative financial statements and related information presented for the period from July 1, 1993 (determined for financial reporting purposes to be the beginning of the development stage), through June 30, 1997 (the Cumulative Period), are unaudited because an audit of such information is impracticable at this time.
__________________
*All references to the principal officer/stockholders are intended to encompass all other entities controlled by these individuals
- 6 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS (continued)
Information for the six-month periods ended December 31, 1999 and 1998, and
the cumulative period from July 1, 1993, through June 30, 1997, is unaudited
Note 2. Summary of significant accounting policies:
Inventories
In-process inventories are stated at the lower of cost (Note 7) or net realizable value.
Property and Equipment
Property and equipment (Note 3) are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Use of Estimates
Timely preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures, some of which may require revision in futures periods.
Interim Period Financial Information
The interim period financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results of operations and cash flows for the interim periods. The results of operations for the six-month period ended December 31, 1999, are not necessarily indicative of the results to be expected for a full year.
Note 3. Property and Equipment
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Land and mining rights (Note 7) |
|
$583,380 |
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Buildings and improvements |
|
142,032 |
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Equipment |
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451,353 |
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Other |
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14,148 |
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|
-------------- |
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1,190,913 |
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Less accumulated depreciation |
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(127,188) |
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-------------- |
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$1,063,725 |
Note 4. Long-Term Debt
Long-term debt at June 30, 1999, consisted of:
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Notes payable at 11.5-8.5%, collateralized by vehicles, payable at $1,200 monthly, due May 2000 to June 2003 |
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$33,126 |
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Note payable at 18.9%, collateralized by equipment, payable at $1,019 monthly, due April 2004 |
|
39,027 |
|
|
|
-------------- |
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|
72,153 |
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Less current maturities |
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(16,364) |
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|
|
-------------- |
|
|
|
$55,789 |
- 7 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS (continued)
Information for the six-month periods ended December 31, 1999 and 1998, and
the cumulative period from July 1, 1993, through June 30, 1997, is unaudited
At June 30, 1999, maturities of long-term debt were:
|
Year ending June 30, |
|
|
|
2000 |
|
$16,364 |
|
2001 |
|
15,099 |
|
2002 |
|
17,285 |
|
2003 |
|
14,009 |
|
2004 |
|
9,396 |
|
|
|
$72,153 |
Note 5. Commitments and contingencies:
Operating Leases
The Company has noncancelable operating lease agreements for administrative offices, vehicles and telephone equipment. Rental expense is included in general and administrative expenses and is not material in all periods presented.
The Company's minimum future lease payments under noncancelable operating leases are as follows as of June 30, 1999:
|
Year ending June 30, |
|
|
2000 |
$99,289 |
|
2001 |
101,226 |
|
2002 |
85,531 |
|
2003 |
86,012 |
|
2004 |
65,411 |
Legal Proceedings
On February 24, 1999, a default judgment was entered against the Company in the amount of $597,913. The judgment stems from a disputed transaction in the period prior to July 1, 1997. The Company plans to continue to litigate the matter fully. Based upon the opinion of counsel management expects the judgment will be reversed, and the ultimate outcome of this matter cannot be determined at this time. Accordingly, no provision has been made in the financial statements with regard to this matter.
The Company is also party to various legal proceedings, most of which relate to routine matters incidental to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company's financial position or future operations.
Environmental Obligations
The Company is obligated under federal and state legislation to perform environmental reclamation at its refinery and testing facility. Management's estimate of the costs of meeting such obligations, as approved by the state, is not material.
- 8 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS (continued)
Information for the six-month periods ended December 31, 1999 and 1998, and
the cumulative period from July 1, 1993, through June 30, 1997, is unaudited
Going Concern
The Company has accumulated a development stage deficit of $2,807,080 as of June 30, and $3,288,147 as of December 31, 1999. The Company plans to fund continued research and development with additional advances from its principal stockholders or a public offering of common stock. In addition, the Company expects to achieve certain levels of production in the near future, that should result in significant revenues.
Note 6. Income Taxes
Because the Company has not generated any revenues or otherwise commenced operations, and has engaged in extensive development stage activities over a period of six and one-half years, it has incurred substantial losses for income tax reporting purposes, the benefits of which have been effectively offset by a 100% valuation allowance and, therefore, are not reflected in the accompanying financial statements. The Company is considering preparing amended tax returns for certain years and, accordingly, details of the Company's deferred tax assets and offsetting valuation account are not readily available at this time.
Note 7. Related party transactions
Advances from Stockholders
The Company's most significant source of financing has been and continues to be advances from its majority stockholders. Under a related agreement, the funds borrowed are payable on demand and accrue interest at variable rates, currently 6%, aggregating, respectively, $301,198 and $73,514 at June 30, and December 31, 1999. However, effective on November 19, 1999, the agreement relative to advances from the principal officer/stockholders was amended to provide that the obligation could be settled with the Company's equity securities. Accordingly, the total advances as of June 30, 1999, including accrued interest, were settled in full for 3,000,000 unregistered shares of the Company's common stock valued at $1.09 per share, which shares were issued on that date. Accordingly, pursuant to FASB Statement No. 6, Classification of Short-Term Obligations Expected to Be Refinanced, this obligation was retroactively reclassified as long-term as of June 30, 1999, in the accompanying balance sheet.
The financial statements do not contain any provisions for compensation of the Company's principal officer/stockholders.
Land, Mining Rights and Ore Reserves
In the early stages of its history, the principal officer/stockholders transferred to the Company various land and mining rights, including ore reserves in Arizona and Nevada, in exchange for common stock of the Company. The costs assigned to these assets, and the value of the common stock issued in exchange, consist of the costs incurred by the principal officer/stockholders.
Patent and Other Intellectual Property Licenses
On several occasions, the Company's principal officer/stockholders assigned to the Company nonexclusive limited use licenses to certain patents and related intellectual property developed over a number of years for the extraction of gold, silver and platinum group metals from igneous rocks in
- 9 -
PHOENIX METALS U.S.A. II, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS (continued)
Information for the six-month periods ended December 31, 1999 and 1998, and
the cumulative period from July 1, 1993, through June 30, 1997, is unaudited
exchange for 10,000,000 shares of common stock of the Company issued in January 1998. There are no continuing royalty obligations in connection with these licenses. In addition, neither the shares nor the assets so acquired are in the balance sheet because the costs incurred by the stockholders in developing such assets were primarily in the nature of research and development and, therefore, would have been expensed.
Other Transaction with Principal Stockholders
In November 1999, the Company issued a total of 55,000,000 shares to its principal shareholders, which transactions were retroactively rescinded and reversed in February 2000. Accordingly, these shares were not considered in the weighted average number of shares outstanding for purposes of computing loss per share in the period ended December 31, 1999.
<R>
</R>
Note 8. Financial Instruments
The carrying amounts of advances from stockholders and other financial instruments approximates their fair value because of their short maturities or because the debt bears variable or fixed interest rates that approximate current rates available on similar borrowings.
Note 9. Supplemental Cash Flow Information
In connection with the reverse acquisition of control of the Company in 1993, the Company obtained mineral ores and processing and technology rights valued at $1,775,000. Other non-cash investing and financing activities consisted of acquisition of land by seller financing of $100,000 in the Cumulative Period, and of the repayment of $3,263,191 of advances including accrued interest at June 30, 1999 from stockholders by issuing 3,000,000 shares of common stock on November 19, 1999.
Cash paid for interest during each of the periods presented was not material.
The following reconciles net loss to cash provided by operating activities:
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Six-Month Periods |
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Year Ended June 30, |
Ended December 31, |
Cumulative |
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|
1999 |
1998 |
1999 |
1998 |
Period |
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|
(Unaudited) |
(Unaudited) |
(Unaudited) |
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Net loss |
($1,022,042) |
($635,700) |
($481,067) |
($474,699) |
($1,149,338) |
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Depreciation |
64,992 |
42,451 |
26,016 |
41,810 |
19,745 |
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(Increase) decrease in operating assets: |
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Inventories |
(53,670) |
(51,436) |
(60,994) |
(29,281) |
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Prepaid expenses |
(37,768) |
(2,553) |
(20,529) |
(48,542) |
(7,114) |
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Other assets |
(21,857) |
(3,500) |
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Increase (decrease) in operating liabilities: |
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|
Accounts payable |
19,820 |
(1,061) |
(7,473) |
8,349 |
9,719 |
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Accrued expenses |
2,364 |
12,228 |
(6,886) |
5,878 |
1,623 |
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Accrued interest to stockholders |
138,041 |
74,746 |
73,514 |
69,020 |
88,411 |
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|
($910,120) |
($561,325) |
($439,861) |
($427,465) |
($1,036,954) |
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- 10 -
SIGNATURES
<R>
In accordance with Section 12 of the Securities Exchange Act of 1934, as amended, the Company caused this Pre-Effective Amendment No. 1 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Phoenix Metals U.S.A. II, Inc. |
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Dated: |
March 24, 2000 |
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By: |
/s/ Diana Lee Flaherty |
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Diana Lee Flaherty, Chairperson of the Board of Directors, Secretary and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Diana Lee Flaherty |
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* |
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By: |
/s/ Diana Lee Flaherty |
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</R>
- 11 -
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