WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2000
Commission File No. 000-30069
THERMAFREEZE, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-452-0761
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
4430 HASKELL AVENUE, ENCINO, CA 91436
(Address of principal executive office)(City, State Zip Code)
Issuer's telephone number, including area code: (818) 784-2445
Check whether the issuer (1) filed reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months or
such shorter period that the registrant was required to file such
reports and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
There were 23,960,888 shares of the Issuer's Common Stock
outstanding and 5,000,000 of Preferred Stock outstanding
as of September 30, 2000.
Transitional Small Business disclosure Format. Yes [ ] No [X]
<PAGE 1>
INDEX
PART I. FINANCIAL INFORMATION ------------- P. 3
ITEM 1. FINANCIAL STATEMENTS ------------- P. 3
Balance Sheet At Sept. 30, 2000
And December 31, 1999 ---------------------------- P. 3
Statement Of Operations (9 Months) For The Periods
Ending September 30, 2000 And September 30, 1999 --- P. 4
Statement Of Operations (3 Months) For The Periods
Ending September 30,2000 And September 30,1999 ----- P. 5
Statement Of Cash Flows (9 Months) For The Periods
Ending September 30,2000 And September 30, 1999 --- P. 6
NOTES TO FINANCIAL STATEMENTS -------------------- P. 7
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
PLANS OF OPERATION ----------------- P. 9
PART II. OTHER INFORMATION ----------------- P. 11
ITEM 1. LEGAL PROCEEDINGS ------------------ P. 11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS -- P. 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ------------- P. 11
ITEM 4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS ------------------- P. 11
ITEM 5 OTHER INFORMATION -------------------------- P. 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ------------- P. 11
PART III. SIGNATURES --------------------------------- P. 12
<PAGE 2>
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THERMAFREEZE, INC.
(A Development Stage Company)
Balance Sheet
September 30, 2000 and December 31, 1999
Sept. 30 Dec.31
2000 1999
(Unaudited) (Audited)
ASSETS
Assets:
Cash $ 13,101 1,503
Accounts receivable 9,977 5,105
Furniture, fixtures and equipment, net 1,010 1,090
---------- ----------
Total Assets $ 24,088 $ 7,698
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Notes Payable - Shareholders $1,235,915 $1,081,263
Accrued and other liabilities 261,005 108,158
---------- ----------
Total Liabilities 1,496,920 1,189,421
---------- ----------
Common Stock, $0.001 par value,
40,000,000 shares authorized; 23,960,888
shares issued and outstanding at 9/20/00
and 12/31/99 22,762 22,512
Preferred Stock, $0.001 par value,
10,000,000 shares authorized; 5,000,000
shares issued and outstanding at 9/30/00
and 12/31/99 5,000 5,000
Additional paid-in capital 2,138,310 2,106,750
Deficit accumulated during development stage (3,638,904) (3,315,985)
---------- ----------
Total Stockholders' Deficit (1,472,832) (1,181,723)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 24,088 $ 7,698
========== ==========
The accompanying notes are an integral part of these financial
statements. The balance for December 31, 1999 were taken from the
audited financial statements at that date.
<PAGE 3>
PART I. FINANCIAL INFORMATION, ITEM 1 - FINANCIAL STATEMENTS (CONT.)
THERMAFREEZE, INC.
(A Development Stage Company)
Income Statements
For 9 Months
September 30, 2000 and September 30, 1999
STATEMENT OF OPERATIONS Sept. 30, Sept.30
2000 1999
(Unaudited) (Audited)
Revenue $ 143,298 42,052
Research and development 203,974 199,348
General and administrative expenses 156,441 136,476
Depreciation 181 182
---------- ----------
Net deficit before other expenses (217,298) (293,954)
Other expenses - Interest 105,599 95,661
---------- ----------
Net deficit accumulated
during development stage $(322,897) $ (389,615)
========== ==========
Weighted average number of
common shares outstanding 23,960,888 22,511,522
Net (loss) per share $ (0.0135) $ (0.0174)
=========== ==========
<PAGE 4>
PART I. FINANCIAL INFORMATION, ITEM 1 - FINANCIAL STATEMENTS (CONT.)
THERMAFREEZE, INC.
(A Development Stage Company)
Income Statements
For 3 Months
September 30, 2000 and September 30, 1999
STATEMENT OF OPERATIONS Qtr Ending Qtr Ending
Sept. 30, Sept. 30
2000 1999
(Unaudited) (Audited)
Revenue $ 25,514 $ 15,357
Research and development 64,749 62,872
General and administrative expenses 71,592 15,770
Depreciation 0 91
---------- ----------
Net deficit before other expenses ( 110,827) ( 63,376)
Other expenses - Interest 36,109 32,206
---------- ----------
Net deficit accumulated
during development stage $ (146,936) $ (95,582)
========== ==========
Weighted average number of
common shares outstanding 23,960,888 22,511,522
Net (loss) per share $ (0.0062) $ (0.0043)
=========== ==========
<PAGE 5>
PART I. FINANCIAL INFORMATION, ITEM 1 - FINANCIAL STATEMENTS (CONT.)
THERMAFREEZE, INC.
(A Development Stage Company)
Statement of Cash Flows
9 Months
For the Periods
September 30, 2000 and September 30, 1999
STATEMENT OF CASH FLOWS Sept.30, Sept.30
2000 1999
(Unaudited) (Audited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(322,914) $(390,702)
Depreciation 80 272
(Increase)/Decrease in accounts receivable (4,872) (5,476)
Increase in other liabilities 152,853 58,917
--------- ---------
Net cash used by operating activities (174,853) (336,989)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable-shareholders 154,652 128,767
Stock Sales 31,800 209,325
--------- ---------
Net cash provided by financing activities 186,452 338,092
--------- ---------
Beginning cash 1,502 2,283
--------- ---------
Ending cash $ 13,101 $ 3,386
======== =========
<PAGE 6>
PART I. FINANCIAL INFORMATION, ITEM 1 - FINANCIAL STATEMENTS (CONT.)
THERMAFREEZE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September, 30, 2000
PART I BASIS OF PRESENTATION:
Note 1. The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation have been
included. It is suggested that these financial statements be read in
conjunction with the December 31, 1999 audited Financial Statements and
the notes thereto for ThermaFreeze, Inc.
The Company's financial statements present the company as a going
concern, which contemplates the realization of asset and liquidation of
liabilities in the normal course of business. Without realization of
additional capital, it would be unlikely for the Company to continue as
a going concern.
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earning 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.
4. The cost of equipment is depreciated over the estimated useful
life of the equipment.
5. The company has adopted December 31 as its fiscal year end.
Note 2. There are no inventory values reflected in the statements as
they have been expensed.
Note 3. Related Party Transactions: Stockholder's advanced additional
loans during the quarter in the amount of $60,300 on Demand Notes at
12% annual interest rate compounded monthly.
Note 4. Property and Equipment: No new Property or Equipment was added
during this quarter ending 9/30/00.
<PAGE 7>
PART I. FINANCIAL INFORMATION, ITEM 1 - FINANCIAL STATEMENTS (CONT.)
Note 5. Income Taxes: There are no Income Taxes due as of the date
September 30, 2000. The Company will review its need for a provision
for federal income tax after each operating quarter and each period for
which a statement is issued.
Note 6. Stockholder's Equity
For the nine months ending September 30, 2000:
1. There were no additional preferred stocks issued.
2. There was Common Stock sold totaling 249,683 Shares for $31,800.
3. Operational Loss increase by $(322,897).
4. The Company offered a Warrant Package in 1999: Each warrant unit
contains 100,000 shares of restricted common stock and 33,334
warrants to purchase 33,334 shares of common stock at $0.15 per
share exercisable for a 2-year period from the purchase date.
During the year ended December 31, 1999, 408,342 warrants/shares
were issued. There were no warrants issued in the quarter ending
September 30, 2000.
5. There was 751,366 Common Shares issued to complete a paid
purchase transaction in 1998 and inadvertently omitted from
previous reports. The current Balance Sheet reflects the correct
number of shares for Common Stock in the amount of 23,960,888.
Note 7. Result of third quarter operation:
1. Assets were increased by $9,851.
2. Accrued and Other Liabilities increased by $ 64,676.
3. Stockholder loans were increased by $60,300.
4. Common Stock was sold for $31,800.
5. Loss on operation $(146,935).
6. Based on weighted average number of shares outstanding the net
loss per share was $.0062.
<PAGE 8>
ITEM 2 - MANAGEMENT DISCUSSION & ANALYSIS OF PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with the company's Financial Statements and notes thereto included
elsewhere in this Form 10-QSB. Except for historical information
contained herein, the discussion in this Form 10-QSB contains certain
forward looking statements that involve the risks and uncertainties,
such as statements of the Company's plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-QSB should
be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-QSB. This statements include,
without limitation, statements concerning potential operations and
results of the Company and information relating to Year 2000 matters,
described below. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to
such differences, include, without limitation, to those factors
discussed herein and in the Company's Form 10-SB for the year ending
12/31/99.
RECENT DEVELOPMENTS
We continue pursuing capital to both upgrade existing
machinery/equipment and add additional production and processing
machinery/equipment to accommodate existing orders from a variety of
worldwide prospective customers. As previously reported, we have
focused a major part of our sales and marketing roll out in support of
our first licensed joint venture partner, DeliverSafe Inc.
DeliverSafe, a private company currently engaged in a second round
private placement anticipatory to an IPO, is the worldwide value added
manufacturer and distributor for the ThermaFreeze patent pending system
for shipping/delivery of temperature sensitive perishable food. This
system has now been 100% successful and highly cost effective in
shipping or delivery of perishable food ranging from Swiss chocolate to
fish. The DeliverSafe perishable food system is the only proven method
for shipping or delivery without a refrigeration power source.
Completed customer product tests include Albertsons, the second largest
U.S. grocery chain, for non-attended perishable food delivery.
Albertsons tests allowed eight hours of protection for frozen ice
cream, fresh fish, milk, eggs etc. in outside ambient temperatures in
excess of 100 F. Another field test allowed Wendy's independent food
quality testing laboratory to replace dry ice and eliminate spoiled or
freeze altered samples of french fries, chicken and beef from their
many vendors. The DeliverSafe System solves perishable food
shipping/delivery problems for all food companies from "new economy"
Internet retail and wholesale perishable food sales to creating new
distribution methods for "old economy" perishable food companies. One
of the three largest U.S. candy manufacturers has successfully opened
new national retail sales by using the DeliverSafe products.
<PAGE 9>
ITEM 2 - MANAGEMENT DISCUSSION & ANALYSIS OF PLAN OF OPERATION (CONT.)
In order to maximize revenue potential, DeliverSafe, Inc. must secure
additional financing (thus their current private placement) for
machinery and equipment necessary to facilitate a "Just in Time"
availability of DeliverSafe Systems to large food companies. Smaller
companies can immediately utilize and benefit from the System.
According to DeliverSafe, when fully customer installed, the
prospective food business can contribute $5,000,000 + to ThermaFreeze,
Inc. annual revenue and grow at least 100% annually for five years
thereafter.
<PAGE 10>
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
There were 249,683 shares of Common Stock sold in the quarter ended
September 30, 2000 for $31,800. This amount was used in providing
funds for current operations.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
None
(B) REPORTS ON FORM 8-K
None.
<PAGE 11>
PART III. SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON BEHALF OF
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
THERMAFREEZE, INC.
-----------------
Date: November 15, 2000
By:/s/ Joseph Murray
----------------------
JOSEPH MURRAY, President
By: /s/ Thomas Pryor
-----------------------
THOMAS PRYOR, CPA
<PAGE 12>
