UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
American IR Technologies, Inc.
(Name of Small Business Issuers in its charter)
Nevada 88-0440536
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation or organization Number)
3110 South Valley View Blvd., 89102
Suite 201
(Address of principal executive (zip code)
offices)
Issuer's telephone number: (702) 368-4571
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
To be so registered Each class is to be registered
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares
authorized, 7,135,267 issued and outstanding as of September 22,
2000.
/1/
TABLE OF CONTENTS
Page
Part I...................................... 3
Item Description of Business...................... 3
1.
Item Management's Discussion and Analysis and Plan of 8
2. Operation........
Item Description of Property....................... 9
3.
Item Security Ownership of 9
4. Management.................
Item Directors and Executive 10
5. Officers....................
Item Executive Compensation....................... 11
6.
Item Certain Relationships and Related 12
7. Transactions...............
Item Description of 12
8. Securities........................
Part II........................................ 13
Item Market for Common Equity and Related Stockholder 13
1. Matters.......
Item Legal Proceedings......................... 13
2.
Item Changes in and Disagreements with 13
3. Accountants............
Item Recent Sales of Unregistered 13
4. Securities..................
Item Indemnification of Directors and 13
5. Officers...............
Part F/S..................................... 15
Item Financial Statements........................ F-1
1.
Part III...................................... 16
Item Index to Exhibits........................... 16
1.
/2/
Forward Looking Statements
Some of the statements contained in this Form 10-SB that are not
historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements, that such
statements, which are contained in this Form 10-SB, reflect our
current beliefs with respect to future events and involve known and
unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of the
risks we face, and actual events may differ from the assumptions
underlying the statements that have been made regarding anticipated
events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those
contemplated by such forward-looking statements include without
limitation:
1. Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;
2. Our ability to generate customer demand for our products;
3. The intensity of competition; and
4. General economic conditions.
All written and oral forward-looking statements made in
connection with this Form 10-SB that are attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. Given the uncertainties
that surround such statements, you are cautioned not to place undue
reliance on such forward-looking statements.
Part I
We are filing this Form 10-SB on a voluntary basis to:
1. Provide current, public information to the investment
community;
2. Expand the availability of secondary trading exemptions under
the Blue Sky laws and thereby expand the trading market in our
securities; and
3. Comply with prerequisites for listing of our securities on the
NASD OTCBB.
Item 1. Description of Business
A. Business Development and Summary
We were formed as a Nevada Corporation on October 29, 1999 under
the name American IR Technologies, Inc. Our articles of
incorporation authorize us to issue up to 20,000,000 shares of
common stock at a par value of $0.001 per share and 5,000,000
shares of preferred stock at par value. We are filing this Form 10-
SB voluntarily with the intention of establishing the fully
reporting status with the SEC. The fully reporting status is a
necessary step to have our stock listed on the OTCBB.
Consequently, we will continue to voluntarily file all necessary
reports and forms as required by existing legislation and SEC
rules. Presently, we have no market maker, nor have we discussed
with any market maker or registered broker any aspect of our
operations.
We provide consumer electronic products that target the home
health and safety markets. We have developed a portable infrared
sensor security system that can function at a distance of up to 75
feet and under varying light exposures. Our products are designed
to achieve optimum performance under battery power allowing for
complete, wireless portability.
/3/
We have entered into licensing agreements to aid in the
distribution of our products to the marketplace:
1. Our technology license agreement provides us with the right to
access infrared technology developed by American Infrared
Technologies, Inc., an affiliated Canadian corporation under common
ownership.
2. We will distribute infrared products, derived from the
technology agreement with American Infrared Technologies, Inc.,
through WellMike Enterprise Company, Ltd., a Hong Kong corporation.
We are a small company that develops and markets consumer
electronics and we face all of the risks inherent in a competitive
environment. We have yet to generate revenues. We face
competition from various consumer electronics companies. Many of
our competitors have significantly greater financial, technical and
marketing resources than we do. Competition may limit our ability
to generate sufficient sales to meet our financial obligations and
continue operations.
B. Business of Issuer
(1) Principal products and principal markets
Our initial product offering is the "Safety Beam," which is
based on our portable, dedicated-beam infrared sensor system. The
system can operate on AC power for ease of use. The Safety Beam
consists of two units: a transmitter and a receiver. The two
units interlock with each other for ease of portability. When
separated, the transmitter emits an infra red signal to the
receiver than cannot be duplicated or interfered with. This
signal is self-aligning and can cover a distance of up to 75 feet
in varying light conditions.
The Safety Beam alerts users to movements within a monitored
zone by emitting an alarm. The Safety Beam can be used indoors or
outdoors and functions as:
1. A safety alert while traveling, at home or at the office and
2. An area alarm for children, pets and outdoor locations.
We plan to subsequently offer the following products:
1. STM Personal Alarm - a personal alarm that can be activated
under distress emitting a 130 decibel pulse tone, as well as an
additional emergency alert with a high-intensity, flashing red
light;
2. Cupboard Light - a supplemental lighting device to be
installed in low light areas such as a cupboard, tool boxes,
fishing tackle boxes and other portable containers;
3. Garage Parking Wand - a wand that stands upright with a sensor
section to notify the driver that he/she has reached their desired
stop point, avoiding collision with other objects;
4. Electronic Peep-Hole - a 180 degree spherical sensor that
detects the presence of an individual at the door, which utilizes a
heat sensing device, and indicated by a glowing LED;
5. GP Sensor - detector units to be utilized in the garage to
monitor and identify an incoming vehicle with a loud chirp;
6. Vent Sense - a smoke and carbon monoxide sensor that once
installed, would shut down heating/AC duct systems upon fire
detection; and
7. Silent Call - a two-unit system, made up of a telephone
connector and pager units, that vibrates and flashes a pleasant
green light to alert the user of incoming calls.
Most of these subsequent product offerings have already been
developed as prototypes. Specifically, prototypes have been
developed for all products listed above except for the Vent Sense
and Silent Call system. None of our prototypes require specific
product testing or regulatory approvals. We intend to begin
marketing these items when we determine the feasibility of each,
based on a case-by-case assessment.
/4/
However, we are a development stage company with a limited
operating history. If we are unable to foster market acceptance
and generate awareness of our products through marketing and
advertising, we may be unable to generate sales to sustain our
operations.
(2) Distribution methods for our products
We desire to achieve high levels of customer satisfaction and
repeat business and to establish recognition and acceptance of our
products. Our strategy to achieve these desired results include
the following key elements:
1. Introducing new products to satisfy consumer needs and reach
new customers,
2. Bolstering our Internet presence,
3. Forming additional strategic alliances, and
4. Building our brand equity.
Introducing New Products to Satisfy Consumer Needs and Reach New
Customers
We will attempt to develop and introduce innovative products to
offer consumers added security and safety device options. We
believe our products will fill the need in the market for
affordable home safety and security solutions. The variety of our
product line provides us with greater market opportunities to
increase our customer base, thereby increasing sales revenues. In
addition, we will be able to bundle together a variety of our
products to increase our marginal revenue.
Bolstering Our Internet Presence
The Internet allows us to expand our geographical impact by
reaching prospective customers and introduces greater efficiencies
to our distribution channel. We have created an Internet presence
at www.american-ir.com. We are continuing to design and develop
our website as a mechanism for the marketing and sale of our
products. Our website includes photographs and descriptions of our
products, a section for press releases and information about our
company.
Forming Additional Strategic alliances
We pursue strategic alliances with partners who have established
operations. We believe that these joint venture relationships, if
successful, will allow us to gain additional insight, expertise and
penetration in markets where they already operate.
We entered into a licensing agreement with WellMike Enterprise
Company, a Hong Kong corporation, on November 30, 1999. According
to this agreement, WellMike will sell and distribute our products
in all regions outside of North America, including Germany, Japan
and the United Kingdom. We will receive a royalty of $2.00 per
unit of gross sales, in addition to 5% of gross sales, where we
have an issued or applied patent, to be paid on a quarterly basis.
This agreement is in effect for a period of three years from the
date of the agreement.
On December 22, 1999, we entered into a technology license
agreement with American Infrared, an Alberta, Canada company. The
license agreement provides us with the rights to all procedures,
practices and intellectual property related to American Infrared's
technologies and applications. According to this agreement, we
have agreed to pay to American Infrared a royalty of 3%, monthly,
of all revenues derived from the use of the technologies licensed
from them. The term of the agreement is five years from the date
of the agreement. In addition, we were granted a 30 day right of
first refusal to license additional technologies developed, which
are not included in the license agreement. We believe that the
terms of the
/5/
technology license agreement were conducted under an arm's length
transaction that appropriately represents fair market values for
licensing proprietary technologies.
Building Our Brand Equity
We believe that building awareness of the American IR
Technologies brand is important in expanding our customer base. We
intend to aggressively market and advertise to enhance our brand
recognition with consumers. We currently advertise through
traditional and non-traditional media such as local newspapers and
industry-specific publications, as well as over the Internet.
Our marketing efforts have consisted of print and Internet
advertising. We cannot assure you that we will be successful in
attracting customers. If we fail to attract customers to use our
products, we will be unable to generate revenues to support
continuing operations.
(3) Status of any announced new product
As of July 31, 2000, we have:
1. Developed and implemented a business plan,
2. Recruited and retained an appropriate management team and
board of directors,
3. Attained capital from an equity offering,
4. Developed our corporate web site at www.american-ir.com,
5. Finalized development of our Safety Beam product and four
other products with associated technology,
6. Entered into agreements to retain the rights to infrared
technology and to distribute products based on that technology,
7. Instituted a marketing campaign encompassing print
advertising, direct marketing and the Internet and
8. Exhibited our Safety Beam and prototypes of our other products
at the National Hardware Show where we were able to attract
national television exposure.
We have not yet commenced planned principal operations and have
not generated any revenues. We are a development stage company,
and as such, we have no new products to announce. We intend to
compete by offering a wide range of products to consumers. Our
goal is to ensure consumer satisfaction with our products and to
develop strategic relationships to increase the number of our
product offerings.
(4) Industry background
Issues such as the quality of life and personal safety are still
important to most people, even though overall crime statistics are
modestly down. Consumers are looking to increase their comfort
level and find products that can assist them with their daily
life. Awareness is increasing and more and more people are
finding ways to better protect themselves, their families and
their property against burglary, assault and violence. This
awareness has caused an increase in the demand for personal safety
devices and home security systems.
We operate in a highly competitive market and compete with a
variety of organizations that offer products similar to those we
offer. Some of our competitors have significantly greater
financial, technical and marketing resources, generate greater
revenues and have greater name recognition than we do.
/6/
Our ability to compete depends in part on:
1. The level of growth in the need for products such as those we
distribute;
2. Our ability to attract, hire, develop and retain skilled
personnel;
3. Our ability to generate brand awareness; and
4. Our ability to market our products to consumers.
Failure to address these risks could affect the profitability of
our business.
(6) Customers
Our focus is on developing our brand recognition and a quality
reputation for our products. To that end, we have developed
marketing literature, product packaging and sales kits. These
advertising materials are distributed to prospective wholesalers,
retailers and consumers at trade shows, used in trade and industry
publications and circulated on our website.
We have developed a web site for American IR at www.american-
ir.com. The website draws attention to our corporate goals and our
consumer products. Visitors can browse our current and potential
product offerings, where we provide descriptions and functions of
each of our various products.
We also plan to pursue networking opportunities. The consumer
electronics industry offers conferences, seminars and meetings for
all industry segments each year. We have designed portable
exhibition displays that are used for these trade shows. We have
also produced prototypes that are displayed and exhibited at our
booths for show-goers to experience. We have attended, and will
continue to attend, various conferences across North America. Our
exhibit at the National Hardware Show was featured in a national
broadcast and on other news and specialty television programs.
For our initial nine month operating period ended July 31, 2000,
we did not generate any revenues. Our business is dependent on
revenues from sales of our products and on royalties collected from
sales of our products by WellMike Enterprise. If WellMike or we
fail to market our products and thereby attract customers, we will
be unable to generate sufficient revenue to continue operations.
(8) Regulation
Our operations are subject to a variety of laws, regulations and
licensing requirements of federal, state and local authorities.
In certain jurisdictions, we may be required to obtain licenses or
permits to comply with standards governing employee selection and
training, and to meet certain standards in the conduct of our
business. The loss of such licenses, or the imposition of
conditions to the granting or retention of such licenses, could
prevent us from conducting business.
Our advertising and sales practices are regulated by both the
Federal Trade Commission and state consumer protection laws. Such
regulations include restrictions on the manner in which we promote
the sale of consumer electronics and our obligation to provide
purchasers of certain products with certain rescission rights.
While we believe that we comply with these regulations in all
material respects, we cannot guarantee that we have not violated
these regulations in connection with the manufacture and
distribution of our products.
(9) Effect of existing or probable government regulations
We believe that we are in compliance with, and will be able to
comply, in all material respects, with laws and regulations
governing our operations. We are not aware of any probable
government regulations that may adversely affect our business.
/7/
(12) Employees
We presently have eight full-time and no part-time employees.
Our employees are not represented by a collective bargaining
agreement, and we believe that our relations with our employees are
good.
Item 2. Management's Plan of Operation
Forward Looking Statements
When used in this Form 10-SB and in our future filings with the
Securities and Exchange Commission, the words or phrases "will
likely result," "management expects," or "we expect," "will
continue," "is anticipated," "estimated" or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date
made. These statements are subject to risks and uncertainties,
some of which are described below. Actual results may differ
materially from historical earnings and those presently anticipated
or projected. We have no obligation to publicly release the result
of any revisions that may be made to any forward-looking statements
to reflect anticipated events or circumstances occurring after the
date of such statements.
A. Management's Discussion and Analysis
(1) We are in the development stage. For our initial nine month
operating period ended July 31, 2000, we have not generated any
revenues and have devoted our efforts primarily to developing our
products, implementing our business strategy and raising working
capital through equity financing. Our revenues will be primarily
dependent upon our ability to market and distribute our consumer
electronics products. Our priorities for the next 12 months of
operations are:
1. Continue to market and advertise our products to attract
retailers and wholesalers to begin generating sales of our
products;
2. Introduce new products and associated technologies;
3. Expand corporate staffing and facilities as operations permit
and growth requires;
4. Establish a research and development team to create further
market opportunities; and
5. Develop further strategic relationships.
Realization of sales of our products during the fiscal year
ending December 31, 2000 is vital to our plan of operations. We
cannot guarantee you that we will be able to compete successfully
or that the competitive pressures we may face will not have an
adverse effect on our business, results of operations and
financial condition. Additionally, intensified competition in the
consumer electronics market could force us out of business.
(2) We had a net loss of $174,256 on no revenues since our
inception on October 29, 1999. To fund fiscal 2000 operations, we
believe our current financial resources and ability to generate
revenues will not be adequate to fund our operations and provide
for our working capital needs through December 2000.
Although we have not realized any sales revenues, we have four
outstanding purchase orders for our Safety Beam as follows:
/8/
Name of the company purchase Number of units
order purchase order is for
for the Safety Beam is with
============================= =====================
Heartland America 244
8085 Century Boulevard
Chaska, Minnesota 55318
National Shopping Club 450
1225 Broken Sound Parkway
N.W., Suite C
Boca Raton, Florida 33487
GABOTEX 2,000
VIP GmbH
Lennestrasse3
58507 Ludenscheid
Stealth Alarm Systems, Inc. 215
120, 3510 - 29 Street NE
Calgary, Alberta T2H 7E5
However, we may need to obtain additional funding through a
public or private offering of equity or debt. We have no
arrangements or agreements to obtain funding, and we cannot assure
you that such financing will be available on reasonable terms, if
at all. In addition, we may experience fluctuations in operating
results in future periods due to a variety of factors, such as:
1. We have a limited operating history on which to base estimates
of future performance;
2. We may need to obtain additional financing in the event that
we are unable to realize sales of our products or if we require
more capital than we currently have;
3. Our market is highly competitive; and
4. We may experience difficulty in managing growth.
Item 3. Description of Property
A. Description of Property
Our corporate offices are located at 3110 South Valley View
Boulevard, Suite #201, Las Vegas, Nevada 89102. We sublease this
approximately 400 square foot office space on a 12-month lease at a
rate of $300 per month. The current lease will expire on December
1, 2000. We do not have any additional facilities. Additionally,
there are currently no proposed programs for the renovation,
improvement or development of the property currently being utilized
by us.
Item 4. Security Ownership of Management
A. Security Ownership of Management
The following table sets forth as of September 22, 2000 certain
information regarding the beneficial ownership of our common stock
by:
1. Each person who is known us to be the beneficial owner of more
than 5% of the common stock,
2. Each of our directors and executive officers and
3. All of our directors and executive officers as a group.
/9/
Except as otherwise indicated, the persons or entities listed
below have sole voting and investment power with respect to all
shares of common stock beneficially owned by them, except to the
extent such power may be shared with a spouse. No change in
control is currently being contemplated.
Name and Address Shares Percentage of Shares
Beneficially Outstanding
Owned
================ ============ ====================
Ron Ryan 4,500,000 63.07%
3110 S. Valley View
Blvd, Ste. #201
Las Vegas, Nevada 89102
Gerald Peatz 1,500,000 21.02%
3110 S. Valley View
Blvd, Ste. #201
Las Vegas, Nevada 89102
---------------------------------------------------------------
Total ownership by our 6,000,000 84.09%
officers and directors
(two individuals)
B. Persons Sharing Ownership of Control of Shares
No person other than Ron Ryan and Gerald Peatz owns or shares
the power to vote 5% or more of our securities.
Item 5. Directors and Executive Officers
A. Directors and Executive Officers
The following table sets forth certain information with respect
to each of our executive officers or directors.
Name Age Position Appointed
------- ----- ---------------- -----------
Ron Ryan 45 President, CEO and November 1,
Director 1999
Gerald Peatz 50 Secretary, Treasurer November 1,
and Director 1999
B. Work Experience
Ron Ryan, President, CEO and Director - Mr. Ryan is a seasoned
entrepreneur with more than 20 years experience in business.
After attending St. Francis Xavier University, Class of '78, on a
combined athletic and academic scholarship, and various business
activities, he began to pursue the field of product development in
1985. Over the next decade Mr. Ryan honed his skills in the areas
of intellectual property and marketing. This resulted in a system
that Mr. Ryan conceptualized and authored which allow for rapid
and efficient product development for delivery to the market. Mr.
Ryan has been sought to develop products and technologies for
various corporations such as Westinghouse, Honeywell, American
Sensors and Chubb Security. He has consulted and assisted in
various product categories with corporations such as Black and
Decker and Winner International in the United States and in the
Orient with companies such as WellMike Enterprises, and Automatic
Manufacturing, Ltd. In 1996, Mr. Ryan co-founded TVR Technologies
Inc., and participated in the day-to-day operations as the
President for the next two years. He co-invented the Universal
Infra Red receiver technology that is utilized for the TVR product
line. Mr. Ryan led the company
/10/
from idea to international patent
applications; joint venture partnership with Orient production;
full production ready, regulatory approved product; and technology
licensing. Mr. Ryan has been an invited lecturer at the
University of Toronto's MBA program on entrepreneurship; at
Ryerson Polytechnic University on the application of new
technologies in business; and at Metro Toronto's Small Business
Incubator Program for new entrepreneurs.
Gerald Peatz - Secretary, Treasurer and Director, Mr. Peatz was
formerly a President, Chief Financial Officer and Director of
AutoEye Inc., a high-tech company that represented a new and
exciting proprietary technology, which evolved into the first
wireless retrievable utility network. This wireless retrievable
utility network was the development of a radio frequency network
monitored system applied for vehicles and transportation
equipment. During his tenure both as Chief Financial Officer and
subsequently as President, he was directly involved in
establishing the company and development of the technology for
this start-up company. Another major responsibility for Mr. Peatz
was coordinating with financiers to raise equity capital
equivalent to $2,000,000 USD and the preparation to enter the
public market in the over-the-counter bulletin board. Mr. Peatz
has accumulated in excess of 20 years experience, with 15 years in
the role of Chief Financial Officer, for various privately held
companies. As a professional accountant, Mr. Peatz started work
as a cost accountant with Dominion Bridge for six years. He has
five years experience as an auditor for Revenue Canada. In
addition, Mr. Peatz has worked for 15 years in the manufacturing,
high technology and engineering environment, in a wide range of
roles including cost accountant, controller, human resources,
credit, contract administrator and computer administrator. Mr.
Peatz joined a national Buying Group as Chief Financial Officer.
Mr. Peatz is a Certified Management Accountant.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
We do not currently have employment agreements with our
executive officers but we expect to sign employment agreements with
each in the next approximately six months. All executive officers
prior to September 29, 2000, did not draw a formal salary or
informal compensation from us. Over the next 12 months, however,
each executive officer is expected to draw the following annual
compensation. We do not currently have an employee stock option
plan.
Name Capacities in which Annual
Remuneration was Recorded Compensation
------ ------------------------- ------------
Ron Ryan President, CEO and Director $35,000
Gerald Secretary, Treasurer and $35,000
Peatz Director
Compensation of Directors
There were no arrangements pursuant to which any director was
compensated for the period from October 29, 1999 to September 22,
2000, for service provided as a director.
Item 7. Certain Relationships and Related Transactions
On November 30, 1999, we entered into a three-year licensing
agreement with WellMike Enterprise Company, Ltd., a Hong Kong
corporation. According to this agreement, WellMike will sell and
distribute our products in all regions outside of North America,
including Germany, Japan and the United Kingdom.
/11/
We will receive a
royalty of $2.00 per unit of gross sales, in addition to 5% of
gross sales, where we have an issued or applied patent, to be paid
on a quarterly basis in U.S. currency.
On December 22, 1999, we entered into a five-year technology
license agreement with American Infrared Technologies, Inc., an
Alberta, Canada corporation. The license agreement provides us
with the rights to all procedures, practices and intellectual
property related to American Infrared's technologies and
applications. According to this agreement, we have agreed to pay
to American Infrared a royalty of 3%, monthly, of all revenues
derived from the use of the technologies licensed from them. In
addition, we were granted a 30 day right of first refusal to
license additional technologies, developed by American Infrared,
not included in the license agreement.
American Infrared Technologies, Inc. is under common ownership
with our principals. Mr. Gerald Peatz oversees operations of
American Infrared and Mr. Ron Ryan oversees our operations. We
believe that the terms of the technology license agreement were
conducted under an arm's length transaction that appropriately
represents fair market values for licensing proprietary
technologies. Depicted below is the ownership of both American
Infrared Technologies, Inc. and us by Messieurs Ryan and Peatz:
American Infrared American IR
Technologies Technologies, Inc.
Name of Individual (Alberta corporation) (Nevada Corporation)
------------------ --------------------- --------------------
Ron Ryan 3,000,000 4,500,000
Gerald Peatz 1,000,000 1,500,000
Item 8. Description of Securities
Our authorized capital stock consists of 20,000,000 shares of
common stock, par value per share and 5,000,000 shares of preferred
stock, par value. As of September 22, 2000, we had 7,135,267
shares of common stock outstanding. To date, we have not issued
preferred stock. The holders of shares of our common stock are
entitled to one vote for each share on all matters on which the
holders of common stock are entitled to vote. There is no
cumulative voting for the election of directors. Subject to the
rights of any outstanding shares of preferred stock, the holders of
our common stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally
available therefore. Holders of our common stock are entitled to
share ratably in our net assets upon liquidation or dissolution
after payment or provision for all liabilities and the preferential
liquidation rights of any shares of preferred stock then
outstanding. Our holders of common stock have no pre-emptive
rights to purchase any shares of any class of our stock. All
outstanding shares of common stock are, and our shares of common
stock to be issued pursuant hereto will be, upon payment therefore,
fully paid and non-assessable.
/12/
Part II
Item 1. Market for Common Equity and Related Stockholder
Matters
A. Market Information
There is no current market for our common equity.
B. Holders
As of September 22, 2000, we had approximately 60 stockholders
of record.
Item 2. Legal Proceedings
We are not currently involved in any legal proceedings nor do we
have any knowledge of any threatened litigation.
Item 3. Changes in and Disagreements with Accountants
We have had no disagreements with our independent accountants.
Item 4. Recent Sale of Unregistered Securities
The following discussion describes all the securities we have
sold within the past three fiscal years:
On November 1, 1999, we issued 6,000,000 shares of our common
stock with a par value of $0.001 per share to two founding
shareholders. The shares were issued in exchange for cash
totaling $7,000. This original stock offering was made in
accordance with Section 4(2) of the Securities Act of 1933, as
amended.
On July 31, 2000, we completed a public offering of shares of
common stock in accordance with Regulation D, Rule 504 of the
Securities Act of 1933, as amended, and the registration by
qualification of the offering in the State of Nevada. We sold
961,175 shares of common stock, par value, at a price of $0.20 per
share to approximately 57 unaffiliated shareholders of record,
none of whom were or are our officers or directors. The offering
was sold for $63,400 in cash and $128,835 represents services
rendered.
On July 31, 2000, we issued 174,092 shares to one individual
shareholder in exchange for services rendered at a rate of $0.20
per share. All shares issued in this transaction were issued
under Section 4(2) of the Securities Act of 1933.
Item 5. Indemnification of Directors and Officers
Neither our Articles of Incorporation nor our bylaws provide for
the indemnification of a present or former director or officer.
However, pursuant to Nevada Revised Statutes Section 78.750 and 751
we must indemnify any of our directors, officers, employees or
agents who are successful on the merits or otherwise in defense on
any action or suit. Such indemnification shall include, expenses,
including attorney's fees actually or reasonably incurred by him.
Nevada law also provides for discretionary indemnification for each
person who serves as or at our request as one of our officers or
directors. We may indemnify such individuals against all costs,
expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such
individual is one of our directors or officers. Such individual
must have conducted himself in good faith and reasonably believed
that his conduct was in, or not opposed to, our best interests. In
a criminal action, he must not have had a reasonable cause to
believe his conduct was unlawful
/13/
.
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) American IR Technologies, Inc. Page
G. Brad Beckstead, CPA F-1
Balance Sheet as of July 31, 2000 and F-2
December 31, 1999
Income Statement for the periods ending
July 31, 2000
and December 31, 1999 and for the period
October 29, 1999 (Date of Inception)
through July 31, 2000 F-3
Statement of Stockholder's Equity for the
periods ending July 31, 2000 and December
31, 1999 and for the period
October 29, 1999 (Date of Inception)
through July 31, 2000 F-4
Statement of Cash Flows for the periods
ending July 31, 2000
and December 31, 1999 and for the period
October 29, 1999 (Date of Inception)
through July 31, 2000 F-5
Footnotes F-6
/14/
American IR Technologies, Inc.
(A Development Stage Company)
Balance Sheet
as of
July 31, 2000 and
December 31, 1999
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the periods ending
July 31, 2000 and
December 31, 1999,
and for the period
October 29, 1999 (Date of Inception)
through
July 31, 2000
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Income Statement 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Footnotes 6
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877efax
INDEPENDENT AUDITOR'S REPORT
September 5, 2000
Board of Directors
American IR Technologies, Inc.
3110 S. Valley View, Ste. 105
Las Vegas, NV 89102
I have audited the Balance Sheet of American IR Technologies,
Inc.(the "Company") (A Development Stage Company), as of July 31,
2000 and December 31, 1999, and the related Statements of
Operations, Stockholders' Equity, and Cash Flows for the periods
then ended, and the period October 29, 1999 (Date of Inception) to
July 31, 2000. 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 I 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 statement presentation. 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 balance sheet of American IR
Technologies, Inc., (A Development Stage Company), for the periods
ending July 31, 2000 and December 31, 1999, and the related
statements of income, equity and cashflows for the periods then
ended, and the period October 29, 1999 (Date of Inception) to July
31, 2000, 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
5 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
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 5. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/ G. Brad Beckstead
G. Brad Beckstead, CPA
American IR Technologies, Inc.
(A Development Stage Company)
Balance Sheet
July 31, December
2000 31,
1999
Assets
Cash and equivalents $ 23,134 $ 8,375
Related party receivables
19,640 -0-
------ -----
$ 42,774 $ 8,375
======== =========
Liabilities and Stockholders'
Equity
Accounts Payable
1,795 295
----- ----
1,795 295
----- ----
Common stock, $0.001 par value,
20,000,000 shares authorized;
7,135,267 and 6,000,000 shares
issued and outstanding at 7/31/00
and 12/31/99, respectively
7,135 6,000
Preferred stock, $0.001 par value,
5,000,000 shares authorized; no
shares issued and outstanding at
7/31/00 and 12/31/99, respectively
-0- -0-
Additional paid-in capital 208,100 17,000
Retained earnings (174,256) (14,920)
--------- --------
40,979 8,080
--------- --------
$ 42,774 $ 8,375
========= ========
See accompanying Independent Auditor's Report and notes to
financial statements.
American IR Technologies, Inc.
(A Development Stage Company)
Income Statement
October 29,
July 31, December 1999
2000 31, (inception)
1999 - July31,
2000
Revenue $ -0- $ -0- $ -0-
General and 159,336 14,920 174,256
administrative expenses ------- ------ -------
Net loss $(159,336) $(14,920) $(174,256)
========== ========= ==========
Weighted average
number of
common shares 7,135,267 6,000,000 7,135,267
outstanding
Net loss per share $ -0- $ -0- $ -0-
===== ===== =====
See accompanying Independent Auditor's Report and notes to
financial statements.
American IR Technologies, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
Deficit
Accumul
Additi ated Total
Common Stock onal During Stockhol
Shares Amount Paid- Develop ders'
in ment Equity
Capital Stage
------ ------ ------- ------- ------
November 1,
1999 6,000, $ 6,000 $ 1,000 $ -0- $ 7,000
Issued for 000
cash
November 3,
1999 200 200
Additional
paid-in
capital
November 9,
1999 800 800
Additional
paid-in
capital
December 20,
1999 15,000 15,000
Additional
paid-in
capital
Net Loss,
October 29,
1999
(inception) to (14,920) (14,920)
December 31,
1999
-------------------------------------------
Balance as of
December 31, 6,000, 6,000 17,000 (14,920) 8,080
1999 000
July 31, 2000
Stock issued
for cash 317,000 317 63,083 63,400
pursuant to
504 offering
July 31, 2000
Stock issued 818,267 818 128,017 128,835
for services
Net Loss,
July 31, 2000 (159,336) (159,336)
Balance as of
July 31, 2000
7,135, $7,135 $208,100 $(174,256) $40,979
267
====== ====== ======= ========== =======
See accompanying Independent Auditor's Report and notes to
financial statements.
American IR Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
Period Period October
ended ended 29,
July 31, December 1999
2000 31, (inceptio
1999 n)
- July
31, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (159,336) $ (14,920) $ (174,256)
Stock issued for - 128,835
services 128,835
Increase in accounts
receivable (19,640) - (19,640)
Increase in accounts
payable 1,500 295 1,795
------- ----- ------
Net cash used by
operating activities (48,641) (14,625) (63,266)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES
Net cash used by
investing activities -0- -0- -0-
------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common 317 6,000 6,317
stock
Additional paid-in
capital 63,083 17,000 80,083
------- ------- -------
Net cash provided by
financing activities 63,400 23,000 86,400
------- ------- -------
Beginning cash
8,375 -0- -0-
------- ------- -------
Ending cash
$ 23,134 $ 8,375 $ 23,134
======== ======== ========
NON-CASH TRANSACTIONS
Interest expense
-0- -0- -0-
Income taxes
-0- -0- -0-
Stock issued for
services:
Issuance of common $ $ $
stock 818 -0- ,818
Additional paid-in
capital $ 128,017 $ -0- $ 128,017
See accompanying Independent Auditor's Report and notes to
financial statements.
American IR Technologies, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized October 29, 1999 (Date of Inception)
under the laws of the State of Nevada, as American IR Technologies,
Inc. The Company has no operations and in accordance with SFAS #7,
the Company is considered a development stage company. The Company
is authorized to issue 20,000,000 shares of $0.001 par value common
stock and 5,000,000 shares of $0.001 par value preferred stock.
Note 2 - Accounting policies and procedures
Accounting method
The Company reports income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of July 31, 2000.
Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-
5, there has been little or no effect on the Company's financial
statements.
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. As of June 30,
2000, the Company had no dilutive common stock equivalents, such
as stock options or warrants.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Year end
The Company has adopted December 31 as its fiscal year end.
American IR Technologies, Inc.
(A Development Stage Company)
Footnotes
Note 3 - Income taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for
income taxes for the period ended June 30, 2000 due to the net loss
and no state income tax in Nevada, the state of the Company's
domicile and operations.
Note 4 - Stockholder's equity
On November 1, 1999, the Company issued 6,000,000 shares of its
$0.001 par value common stock to its directors cash in the amount
of $7,000. Of the total, $6,000 is considered cash for common
stock, and $1,000 is considered additional paid-in capital.
On November 3, 1999, the Company's directors issued $200 cash for
organization costs. The $200 is considered additional paid-in
capital.
On November 9, 1999, the Company's directors issued $800 cash for
organization costs. The $800 is considered additional paid-in
capital.
On December 20, 1999, $15,000 was received into the Company and is
considered additional paid-in capital.
On July 31, 2000, the Company closed its Securities and Exchange
Commission Rule 504 offering of its $0.001 par value common stock
and issued 961,175 shares at $.20 per share for a total offering
amount of $192,235, of which $63,400 represents cash received and
$128,835 represents services received. Of the total amount, $1,135
represents common stock, and $191,100 represents additional paid-in
capital.
There have been no other issuances of common or preferred stock.
Note 5 - 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 not commenced its planned principal operations. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.
Note 6 - Related party transactions
American Infrared Technologies, Inc., a Canadian company wholly-
owned by the Company's officers and directors has donated capital
for organizational and administrative costs. Such donated capital
has been treated as additional paid-in capital by the Company and
is not expected to be repaid. 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 7 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
American IR Technologies, Inc.
(A Development Stage Company)
Footnotes
Note 8 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in systems that
use certain dates in 1999 to represent something other than a date.
The effects of the Year 2000 issue may be experienced before, on,
or after January 1, 2000, and if not addressed, the impact on
operations and financial reporting may range from minor errors to
significant system failure that could affect an entity's ability to
conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 issue affecting the
entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
Part III
Item 1. Index to Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
a. Articles of Incorporation of the Company filed
October 29, 1999
b. By-Laws of the Company adopted November 1, 1999
10 Material Contracts
a. Technology License Agreement with American
Infrared Technologies, Inc.
b. License Agreement with WellMike Enterprise
Company, Ltd.
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of American IR
Technologies, Inc. ending July 31, 2000
/25/
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
American IR Technologies, Inc.
(Registrant)
Date: September 22, 2000
By: /s/ Ron Ryan
Ron Ryan, President, CEO and Director
By: /s/ Gerald Peatz
Gerald Peatz, Secretary, Treasurer and Director
/26/
