UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
Or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number:
American IR Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0440536
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
3110 S. Valley View Blvd, Suite 89102
201 Las Vegas, NV (Zip Code)
(Address of principal executive
offices)
(702) 368-4571
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
7,135,267
/1/
AMERICAN IR TECHNOLOGIES, INC.
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Auditors' Report 4
Balance Sheet September 30, 2000 and December 31, 1999 5
Income Statement for the Three and Nine Months Ended 6
September 30, 2000, and for the Period October 29, 1999
(Inception) to September 30, 2000
Statement of Operations and Cash Flows for the Three and Nine 7
Months Ended September 30, 2000, and for the Period October
29, 1999 (Inception) to September 30, 2000
Notes to Financial Statements 8
Item 2. Management's Discussion and Plan of Operation 10
PART II - OTHER INFORMATION
Item 6. Exhibits 11
SIGNATURES 12
/2/
American IR Technologies, Inc.
(a Development Stage Company)
Balance Sheets
as of
September 30, 2000
and
December 31, 1999
and
Income Statement
for the Three and Nine Months Ending September 30, 2000,
and for the Period October 29, 1999 (Inception) to September 30,
2000
and
Statements of Operations
and
Cash Flows
for the Three and Nine Months Ending September 30, 2000,
and for the Period October 29, 1999 (Inception) to September 30,
2000
/3/
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
American IR Technologies, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheets of American
IR Technologies, Inc. (a Nevada corporation) (a development
stage company) as of September 30, 2000 and the related
statements of operations and cash flows for the three and
nine months ending September 30, 2000 and 1999, and for the
period October 29, 1999 (Inception) to September 30, 2000.
These financial statements are the responsibility of the
Company's management.
I conducted my reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, which will be
performed for the full year with the objective of expressing
an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.
Based on my reviews, I am not aware of any material
modifications that should be made to the accompanying
financial statements referred to above for them to be 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 has not commenced planned
principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's
plans 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.
I have previously audited, in accordance with generally
accepted auditing standards, the balance sheet of American IR
Technologies, Inc. (a development stage company) as of
December 31, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the period October
29, 1999 (Inception) to December 31, 1999 (not presented
herein) and in my report dated March 31, 2000, I expressed an
unqualified opinion on those financial statements.
/s/ G. Brad Beckstead, CPA
October 27, 2000
/4/
PART I - FINANCIAL INFORMATION
Item 1. Audited Financial Statements
American IR Technologies, Inc.
(A Development Stage Company)
Balance Sheet
September December
30,2000 31, 1999
Current assets
Cash and equivalents $ 638 $ 8,375
Trade receivables 12,036 -
Related party receivables 12,022 -
------- ------
$ 24,695 $ 8,375
========= ========
Liabilities and Stockholders'
Equity
Current liabilities
Accounts payable 1,795 295
1,795 295
Common stock, $0.001 par value,
20,000,000 shares authorized;
7,135,267 and6,000,000 shares
issued and outstanding at
9/30/00 and 12/31/99,
respectively 7,135 6,000
Preferred stock, $0.001 par
value,
5,000,000 shares authorized; no
sharesissued and outstanding at
9/30/00 and 12/31/99,
respectively
- -
Additional paid-in capital 208,100 17,000
Retained earnings (192,335) (14,920)
22,900 8,080
$ 24,695 $ 8,375
========= ========
The accompanying Notes are an integral part of these financial
statements
/5/
American IR Technologies, Inc.
(A Development Stage Company)
Income Statement
October
29,
Three months ended Nine months ended 1999
--------------------------------------- (incept
ion)
to
September
30,
2000
September September September September
30, 30, 30, 30,
2000 1999 2000 1999
-------- -------- -------- -------- ------
Revenue $ 12,036 $ - $12,036 $ - $ 12,036
Cost of goods 4,818 - 4,818 - 4,818
sold
Gross profit 7,218 - 7,218 - 7,218
Expenses:
Selling and 41,287 - 41,287 - 41,287
marketing
General and 127,262 - 136,465 - 158,266
administrative
Total operating 168,549 - 177,752 - 199,553
expenses
Net loss $(161,331) $ - $(177,415) $ - $(192,335)
Weighted average
number of common 6,206,412 - 6,206,412 - 6,206,412
shares
outstanding
Loss per share $ (.03) $ - $ (.03) $ - $ (.03)
The accompanying Notes are an integral part of these financial
statements
/6/
American IR Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
October
29,
Three months ended Nine months ended 1999
----------------------------------------- (incept
ion)
to
Septemb
er 30,
2000
September September September September
30, 30, 30, 30,
2000 1999 2000 1999
-------- -------- -------- ------- -------
Cash flows from
operating
activities
Net loss $ $ - $ $ - $
(161,331) (177,415) (192,335)
Stock issued for 128,834 - 128,834 - 128,834
services
Increase in (12,036) - (12,036) - (12,036)
trade
receivables
(Increase) in
receivables- (12,022) - (12,022) - (12,022)
related parties
Increase in 1,500 - 1,500 - 1,795
accounts payable
--------------------------------------------------
Net cash used by
operating (55,055) - (71,137) - (85,762)
activities --------------------------------------------------
Cash flows from
investing
activities
Net cash from
investing - - - - -
activities
Cash flows from
financing
activities
Issuance of 317 - 317 - 6,317
common stock
Additional paid- 63,080 - 63,080 - 80,080
in capital -------------------------------------------------
Net cash
provided by 63,400 - 63,400 - 86,400
financing
activities
Beginning cash (7,707) - 8,375 - -
--------------------------------------------------
Ending cash $ 638 $ - $ 638 $ - $ 638
======= ====== ======= ====== ========
Non-cash
transactions
Interest expense - - - - -
Income taxes - - - - -
Stock issued for
services:
Issuance of $ 818 - $ 818 - $ 818
common stock
Additional $ - $ - $
paid-in capital 128,017 128,017 128,017
Number of 129 - 129 - 129
shares issued
The accompanying Notes are an integral part of these financial
statements
/7/
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 significant 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 September 30, 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
September 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.
/8/
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 September 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 for 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.
/9/
Item 2. Management's Discussion and Plan of Operation
Forward Looking Statements
Some of the statements contained in this Form 10-QSB that are not
historical facts are "forward-looking statements". They 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. These forward-
looking statements 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.
General
American IR Technologies Inc. ("American IR" or the "Company") is
a growth stage Company. Our principal business objective is to
design, manufacture and market consumer electronic products that
target the home health and safety, and the quality of life and
leisure markets. Initially, American IR has developed and
introduced to the market a portable, dedicated-beam, Infra Red
sensor security/monitoring system (Safety Beam). The American IR
"signature" beam technology can function at a distance of up to
75 feet and under varying light exposures, and our products have
been designed to achieve optimum performance under battery power
allowing for complete, wireless portability.
The mission of American IR is to offer the most innovative
technology, with the widest appeal, while driving for the most
efficient costing. The core team at American IR brings
significant industry and related experience to the Company.
Among the management and executives there is approximately 75
years experience in the development, marketing and administration
of consumer products distribution.
Results of Operations
The Company generated revenues of $12,036 in the third quarter.
Although the Company has a limited operating history, activities
to date have been primarily designed to further our principal
business objective as stated above. From July through September
of calendar year 2000, American IR focused solely on design and
development activities leading up to the launch of the product
line and had not engaged in any major sales efforts. The
Company has, however, engaged sales representation in all major
U.S. territories, Europe and Asia.
As of September 30, 2000, the Company has developed a business
plan, recruited and retained a management team and raised capital
via an offering made July 31, 2000 in reliance upon an exemption
from the registration provisions of the Securities Act of 1933,
as amended, in accordance with Regulation D, Rule 504. On August
13, 2000 the Company presented its premier product line at the
Annual International Hardware Show held in Chicago, IL. Our
Company received positive attention from several media
personalities representing both regional and nationally broadcast
programs. Additionally, we initiated relations with a major
North American Public Relations firm that has successfully
represented many major brands in our product categories.
Relations were also initiated with several Orient manufacturers
for the purposes of creating additional production capacity,
timely supply, and potentially improving product costing.
Future Business
We believe consumers are looking to increase their comfort level
and find products that can assist them in their day-to-day life.
Our goal over the next quarter and for the next year is to
establish and build the American IR brand name, and to market and
merchandise our consumer electronic products based on our
proprietary characteristics. The Company believes that high
brand name recognition will be an effective springboard for new
products, services, or potential acquisitions. We plan to cross
brand with other major companies in the same retail space, as
well as bundle promotions with other American IR products that
compliment our Safety Beam.
As of the date of this filing, the management of American IR is
not aware of, nor do we foresee any environmental concerns,
government regulations, or seasonal aspects of our industry that
would have a material effect on the financial condition or
results of operations of our Company. We expect to be able to
increase revenues by offering an expanded product line to an
increasing consumer base through current and additional sales
channels. To accomplish this American IR plans to hire several
new staff in the areas of sales and marketing support, product
development, operations and administration.
Liquidity and Capital Resources
Although the Company has begun to generate revenues, without
the realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's
plan to seek additional capital through a private offering of its
securities once shares from the previous public offering are
listed on a nationally recognized exchange.
/10/
PART II - OTHER INFORMATION
Item 6. 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. Incorporated by reference to the exhibits to
the Company's General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB, previously filed
with the Commission.
(b) By-Laws of the Company adopted November 1, 1999.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed with the
Commission.
23 Consent of Experts and Counsel
Consent of Independent Public Accountant
27 Financial Data Schedule
Financial Data Schedule of American IR Technologies, Inc.
ending September 30, 2000
/11/
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
American IR Technologies, Inc.
(Registrant)
Date: October 27, 2000
By: /s/ Ron Ryan
Ron Ryan, President and Director
