10SB12G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A-1
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
TONER SYSTEMS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 87-0419231
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4485 Abinadi Road, Salt Lake City, Utah 84124
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 266-8093
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
None each class is to be registered
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock Par Value $.001
Preferred Stock Par Value $.001
<PAGE>
FINANCIAL STATEMENTS
The accompanying balance sheets of Toner Systems International, Inc.
(development stage company) at May 31, 2000 and December 31, 1999, and the
related statements of operations and cash flows for the five months ended May
31, 2000 and the years ended December 31,1999 and 1998 and the period August 25,
1980 (date of inception) to May 31, 2000, and the statement of stockholder'
equity for the period August 25, 1980 to May 31, 2000, have been prepared by the
Company's management and they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.
Operating results for the five months ended May 31, 2000, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
The accompanying notes are an integral part of these financial statements.
<PAGE>
ANDERSEN ANDERSEN & STRONG. L.C. 941 East 3300 South, Suite 202
Certified Public Accountants Salt Lake City, Utah 84106
and Business Consultants Telephone 801 486-0096
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Toner Systems International, Inc.
We have reviewed the condensed balance sheet of Toner Systems International,
Inc.(development stage company) as of May 31, 2000 and the related condensed
statement of operations and the condensed statement of cash flows for the five
months ended May 31, 2000 and the years ended December 31, 1999 and 1998 and the
period August 25, 1980 (date of inception) to May 31. 2000. These financial
statements are the responsibility of the company's management.
We conducted our review 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, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
/s/ Andersen Andersen and Strong
Salt Lake City, Utah
June 30, 2000
<PAGE>
<TABLE>
<CAPTION>
TONER SYSTEMS INTERNATIONAL, INC.
(Development Stage Company)
BALANCE SHEETS
May 31, 2000 and December 31, 1999
May 31, Dec31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total Current Assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,560 $ 2,560
-------- --------
Total Current Liabilities 2,560 2,560
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.001 par value: - -
none outstanding
Common stock
50,000,000 shares authorized at $0.001 par value;
10,048,762 shares issued and outstanding 10,049 10,049
Capital in excess of par value 425,872 425,872
Deficit accumulated during the development stage (438,481) (438,481)
-------- --------
Total Stockholders' Deficiency (2,560) (2,560)
-------- --------
$ - $ -
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TONER SYSTEMS INTERNATIONAL, INC.
(Development Stage Company)
STATEMENTS OF OPERATIONS
For the Five Months Ended May 31, 2000 and the Years Ended December 31, 1999,
and 1998 and the period August 25, 1980 (Date of Inception) to May 31, 2000
Aug 25, 1980
(Date of
May 31, Dec 31, Dec 31, inception)
2000 1999 1998 to May 31, 2000
--------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ 156,948
EXPENSES - 10,355 14,000 (595,429)
--------- ---------- ---------- ----------------
NET LOSS $ - $ (10,355) $ (14,000) $ (438,481)
========= ========== ========== ================
NET LOSS PER COMMON SHARE
Basic $ - $ (.21) $ (.30)
--------- ---------- ----------
Average Outstanding Shares
Basic 10,048,762 48,762 47,012
---------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TONER SYSTEMS INTERNATIONAL, INC.
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period August 25, 1980 (Date of Inception) to May 31, 2000
Capital in
Common Stock Excess of Accumulated
------------ Par Value Deficit
Shares Amount
--------- -------- -------------- ------------
<S> <C> <C> <C> <C>
Balance August 25, 1980 (Date of Inception) - $ - $ - $ -
Issuance of common stock for cash, less costs
at $ 33.33 -1980 - 1981 1,912 2 63,748
Net income for the period ended December 31, 1982 - - - 13,591
Issuance of common stock for all stock of
Cherry Creek Gold Corporation at
$30.90-August 18, 1983 10,550 11 325,590 -
Net income for the year ended December 31, 1983 - - - 2,764
Net loss for the year ended December 31, 1984 - - - (101,655)
Issuance of common stock for expenses and
Services at $1.00-January 24, 1985 1,400 1 1,399 -
Net loss for the year ended December 31,1985 - - - (64,383)
Net loss for the year ended December 31, 1986 - - - (251,126)
Issuance of common stock for expenses
and services at $ 1.00 - November 7, 1988 35 - 35 -
Net income for the year ended December 31, 1988 - - - 10,023
Issuance of common stock for expenses and
services at $1.00-November30, 1994 15,800 16 15,784 -
Net loss for the year ended December 31, 1994 - - - (15,800)
Issuance of common stock for services
at $1.00-March 21, 1995 5,000 5 4,995 -
Net loss for the year ended December 31, 1995 - - - (7,560)
Issuance of shares resulting from reverse split 65 - - -
Issuance of common stock for services
At $1.00-February 18, 1998 14,000 14 13,986 -
Net loss for the year ended December 31, 1998 - - - (14,000)
Issuance of common stock for expenses and
services at $.001 - December 31, 1999 10,000,000 10,000 - -
Contributions to capital - expenses -1999 - - 335 -
Net loss for the year ended December 31, 1999 - - - (10,335)
---------- ---------- -------------
Balance December 31, 1999 10,048,762 10,049 425,872 (438,481)
Net loss for the five months ended May 31,2000 - - - -
Balance May 31, 2000 10,048,762 $ 10,049 $ 425,872 $ (438,481)
========== =========== ============= ============
</TABLE>
<TABLE>
<CAPTION>
TONER SYSTEMS INTERNATIONAL, INC.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Five Months Ended May 31, 2000 and the
Years Ended December 31, 1999, and 1998, and the
Period August 25, 1980 (Date of Inception) to May 31, 2000
August 25,1980
(Date of Inception)
2000 1999 1998 to May 31, 2000
----------- ------------ ------------ -------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ - $ (10,335) $ (14,000) $ (438,481)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Capital contributions and stock issued
for expenses and services 10,335 14,000 46,570
Changes in accounts payable - - - 2,560
Loss of assets - - - 325,601
----------- ------------ ------------ -------------------
Net Cash Used by Operations - - - (63,750)
----------- ------------ ------------ --------------------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
----------- ------------ ------------ -------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common
stock - - - 63,750
----------- ------------ ------------ -------------------
Net Increase (Decrease) in Cash - - - -
Cash Beginning of Period - - - -
----------- ------------ ------------ -------------------
Cash End of Period $ - $ - $ - $ -
----------- ------------ ------------ -------------------
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 10,550 common shares for merger -1983 $325,601
--------
Issuance of 1,400 common shares for expenses -1985 1,400
-----
Issuance of 35 common shares for expenses -1988 35
--
Issuance of 15,800 common shares for expenses - 1994 15,800
------
Issuance of 5,000 common shares for expenses -1995 5,000
-----
Issuance of 14,000 common shares for expenses -1998 14,000
------
Issuance of 10,000,000 common shares for expenses -1999 10,000
------
Contributions to capital - expenses -1999 335
---
</TABLE>
<PAGE>
The accompanying notes are an integral part of these financial statements.
TONER SYSTEMS INTERNATIONAL, INC.
(Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION
The company was incorporated under the laws of the State of Utah on August 25,
1980 with authorized capital stock of 5,000,000 shares at $0.001 par value with
the name of "Business Ventures Corporation". The Company's name was later
changed to Cherry Creek Gold Corporation in connection with a merger with a
company of the same name on August 18, 1983. As part of the merger the Company
increased the authorized common stock to 50,000,000 shares with the same par
value. On December 30, 1994 the Company changed its name to Toner Systems
International, Inc. and on February 9, 1998 changed its domicile to the State of
Nevada.
On March 2, 1998 the Company completed a reverse stock split of one share for
1,000 shares of common stock outstanding. This report has been prepared showing
after stock split shares from inception.
On March 29, 2000 the Company filed amended articles authorizing 10,000,000
shares of preferred stock at a par value of $.001.
Since its inception the Company has been engaged in the development of mining
properties and became inactive after 1988. The Company has been in the
development stage since inception.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On May 31, 2000 the Company had a net operating loss carry forward of $438,481.
The tax benefit from the loss carry forward has been fully offset by a valuation
reserve because the use of the future tax benefit is doubtful since the Company
has no operations. The net operating loss will expire starting in 1998 through
2022.
Basic and Diluted Net Income (Loss)Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.
<PAGE>
Financial Instruments
The carrying amounts of financial instruments are considered by management to be
their estimated fair values.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 99.7 % of the outstanding common stock.
4. GOING CONCERN
The Company has no assets to pay its liabilities and intends to acquire
interests in various business opportunities which, in the opinion of management,
will provide a profit to the Company which will require additional working
capital.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity, and long term financing which will enable the Company to continue
operations into the coming year.
There can be no assurance that management can be successful in this effort.
<PAGE>
SIGNATURES
In accordance with section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this amended registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
TONER SYSTEMS INTERNATIONAL, INC.
Date: June 30, 2000 By /s/ Gerald Walton
Secretary & Director
By /s/ Laura Olson
President
