10SB12G
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 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
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Toner Systems International, Inc. (the "Company") was incorporated under the
laws of the State of Utah on August 25, 1980 under the name of Business Ventures
Corporation, for the primary purpose of developing mining properties and
exploration for oil and gas.
On August 18, 1983, Business Ventures Corporation merged with a privately owned
Utah Corporation, Cherry Creek Gold Corporation and as the surviving company
changed its name to Cherry Creek Gold Corporation . The Company owned various
mining claims in Nevada and Arizona and did exploration and evaluation work on
their claims located inYavapai County, Arizona. Since its inception through 1988
the Company lost or transferred all of its assets and paid the remaining
liabilities. The Company had another name change to Toner Systems International
Inc. on December 30, 1994. This name change was made to better reflect a new
direction for the Company during its failed attempt at entering the toner
cartridge industry. The Company then changed its domicile to Nevada by way of a
merger with a Nevada Corporation of the same name set up for that specific
purpose.
On August 15, 1996 Brad L. Smith and Laura Olson were appointed to the board of
directors for the purpose of cleaning up the company records and bringing all of
its filings and financial statements current. The new board of directors would
also seek business opportunities for the Company. In connection with the change
of control the corporate offices were changed to their present location at 4485
Abinadi, Salt Lake City, Utah 84124. Brad L. Smith resigned on October 20, 1997.
To fill the vacancy resulting in Mr. Smith's resignation Gerald Walton was
appointed a director of the Company on November 21,1997.
On August 18, 1997 the shareholders of the Company authorized a change of
domicile of the Company to the State of Nevada by means of merger with and into
a Nevada corporation formed by the Company for this purpose. The Nevada company
was incorporated on February 9, 1998.
On February 18, 1998 the Company authorized the issuance of 7,000,000 investment
shares each to Laura Olson and Gerald Walton for their time and expenses in
completing the Nevada merger of the Company.
On March 2, 1998 the shareholders of the Company approved an amendment to
Articles VI and VII of the Articles of Incorporation of the Company to add a
second class of stock: namely, Preferred Stock. The Company shall have the
authority to issue ten million (10,000,000) preferred shares at a par value of
one mill ($.001). In addition, the shareholders of the Company also authorized a
reverse split of the 48,697,640 outstanding shares of common stock of the
Company at the rate of one share for each one thousand shares outstanding. The
reverse split reduced the number of outstanding shares to 48,762. The Articles
of Amendment to the Articles of Incorporation were filed with the State of
Nevada.
On April 20, 1998 the Company authorized the issuance of 10,000,000 post-reverse
split investment shares of common stock to the following individuals in the
amounts shown:
1. Lisa Haines, 2,300,000 shares for her investment of $2,300 in the Company.
2. Sheldon Hansen, 2,300,000 shares for his investment of $2,300 in the
Company.
3. Laura Olson, 2,300,000 shares for her investment of $2,300 in the Company
and for her services provided to date, and
4. Gerald Walton, 3,100,000 shares for his investment of $3,100 in the Company
and for his services to date.
The above money was used for filing fees, auditor expenses, rental of space,
paralegal services and other miscellaneous costs associated with maintaining the
Company through April of 2000.
Business
The Company is currently seeking potential business acquisitions or
opportunities to enter into, in an effort to commence business operations. The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity. Although the
Company has not communicated with any other entity with respect to any potential
merger or acquisition transaction, management has elected to file this
registration statement on a voluntary basis.
The selection of a business opportunity in which to participate is complex and
risky. Additionally, as the Company has only limited resources available to it
through advances by management, it may be difficult to find good opportunities.
There can be no assurance that the Company will be able to identify and acquire
any business opportunity based on management's business judgment. Management
will attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other prudent measures calculated to insure a reasonably thorough review
of any particular business opportunity.
The Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of shareholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation, Bylaws or contracts. The Company's Articles of Incorporation and
its Bylaws do not require stockholder approval for any such acquisition. The
Company does not intend to provide any disclosure documentation to its
shareholders prior to any acquisition transaction. However, as a reporting
issuer subject to the reporting requirements of the 1934 Act, the Company will
be required to disclose any such transaction in a Current Report on Form 8-K,
including audited financial statements of the acquired entity and consolidated
pro forma financial statements.
The activities of the Company are subject to several significant risks which
arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote, or
approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition of merger transaction with the Company. There are no present plans,
proposals, arrangements or understandings with any such persons regarding the
possibility of any acquisition or merger involving the Company.
The Company has no employees and does not intend to employ anyone in the future,
unless its present business operations were to change. Except for the shares
issued to Ms. Olson and Mr. Walton as set forth above, the Company is not paying
salaries or other forms of compensation to any officers or directors of the
Company for their time and effort. Unless otherwise agreed to by the Company,
the Company does intend to reimburse its officers and directors for
out-of-pocket expenses.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company is a development stage company. The Company was organized for the
purpose of developing mining properties and exploration for oil and gas; however
the Company does not have any significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover operating
costs and to allow it to continue as a going concern, The Company intends take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in determining
whether to complete any acquisition, and, unless required by applicable law, the
articles of incorporation, or the bylaws, or by contract, stockholder's approval
will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention and will
require the Company to incur costs for payment of accountants, attorneys, and
others. If a decision is made not to participate in or complete the acquisition
of a specific business opportunity, the costs incurred in a related
investigation will not be recoverable. Further, even if an agreement is reached
for the participation in a specific business opportunity by way of investment of
otherwise, the failure to consummate the particular transaction may result in a
loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that will
be necessary to locate and acquire or merge with a business prospect. There is
no assurance that the Company will be able to acquire an interest in any such
prospects, products, or opportunities that may exist or that any activity of the
Company, regardless of the completion of any transaction, will be profitable. If
and when the Company locates a business opportunity, management of the Company
will give consideration to the dollar amount of that entity's profitable
operations and the adequacy of its working capital in determining the terms and
conditions under which the Company would consummate such an acquisition.
Potential business opportunities, no matter which form they may take, will most
likely result in substantial dilution for the Company's shareholders due to the
likely issuance of stock to acquire such an opportunity.
ITEM 3. DESCRIPTION OF PROPERTY
Since 1996 the Company's administrative office has been located at 4485 Abinadi
Road, Salt Lake City, Utah 84124. This is the home of Laura Olson, the President
and a director of the Company. Ms Olson has allowed the Company to use extra
rooms in her home as an office space for $100 a month since March 1995.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
No preferred shares of the Company have been issued.
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of April
15, 2000, of (a) each person who is known to the Company to be the beneficial
owner of more than 5 percent of the Common Stock; (b) all directors and
executive officers; and (c) directors and executive officers of the Company as a
group:
Name and Address Amount and Nature of
Of Beneficial Owner Beneficial Ownership (1) Percent of Class
Lisa Haines 2,300,000 22.89%
90328 Hill Road
Springfield, Oregon 97478
Sheldon Hansen 2,300,000 22.89%
14170 South 6400 West
Herriman, Utah 84065
Laura Olson 2,307,000 22.96%
4485 Abinadi Road
Salt Lake City, Utah 84124
Gerald Walton 3,107,000 30.92%
776 Woodshire Circle
Murray, Utah 84107
Executive Officers and 5,414,000 53.88%
Directors as a Group
(2 Persons)
(1) This column reflects amounts as to which the beneficial owner has sole
voting power and sole investment power, The number of shares set forth in
this table gives effect to the one-for-one thousand reverse split of the
outstanding shares of common stock authorized on March 2, 1998.
The Company is seeking potential business acquisitions or other opportunities.
(See "ITEM 1. DESCRIPTION OF BUSINESS.") It is likely that such a transaction
would result in a change of control of the Company, by virtue of issuing a
controlling number of shares in the transaction, change of management, or
otherwise.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
The following table sets forth as of April 15, 2000, the name, age, and position
of the executive officers and directors of the Company and the term of office of
such directors:
Name Age Position(s) Director Since
Laura Olson 46 Director, President &
Treasurer August 1996
Gerald Walton 60 Director & Secretary November 1997
Set forth below is certain biographical information regarding the Company's
current executive officers and directors:
Laura Olson has experience as a waitress, cashier and hostess at various
restaurants in the Salt Lake City, Utah area. She also has over six years
experience as a hair stylist. For the past eight years she has been a private
investor.
Gerald Walton has been a private investor and commodity futures trader since
1983. Prior to 1983 he was a self-employed businessman for fifteen years. Prior
to 1968 he was employed with Kennecott Copper Corporation in Salt Lake City,
Utah for six years as an Industrial Engineer and Systems Analyst.
Management devotes only nominal time to the activities of the Company . If the
Company is able to locate a suitable new business venture, it is anticipated
that both Ms. Olson and Mr. Walton will devote substantially all of their time
to completing the acquisition.
Other Public Shell Activities
Ms. Olson has been involved as a director or executive officer of other
companies that may be deemed to be "blank check" companies, but has not been
involved in any blank check public offerings. Mr. Walton has not had any prior
experience with blank check/blind pool companies.
The information set forth below is provided for the companies for which Ms.
Olson has served as a director, executive officer or consultant and the
consideration she received from these companies. Ms. Olson resigned from each
company at the time of their reorganization and concurrent name changes and has
had no involvement with either company since that time.
1. Rigid Airship USA, Inc. is a Nevada corporation (RAIR). The reorganization
was completed on November 6,1998. Ms. Olson was a director and an executive
officer at the time of the reorganization and received approximately 50,000
shares of stock for services rendered in connection with the reorganization.
According to the most recent 10QSB (SEC file no. 000-25187) for the quarter
ended March 31, 2000, RAIR had no revenues or expenses during the first quarter
of 2000. RAIR intends to construct passenger cruise airships designed to operate
at an altitude of less than 12,000 feet and carry up to 200 passengers cruising
at 75 miles per hour and giving passengers an ocean type experience in the air.
2. Global Datatel, Inc. is a Nevada corporation (GDIS). The reorganization was
completed in December 1998. Ms. Olson was a director at the time of the
reorganization and received approximately 50,000 shares of stock for her
services rendered in connection with the reorganization. GDIC is a midrange to
large Systems Integration Computer solutions provider with 95% of its operations
in Columbia, South America.
ITEM 6. EXECUTIVE COMPENSATION
According to information supplied by the president of the Company, the only
compensation awarded to, earned by, or paid to any of the executive officers of
the Company during the year ended December 31, 1999, or the two prior fiscal
years were
(1) 14,000,000 pre-reverse split investment common shares authorized to be
issued on February 18, 1998; 7,000,000 shares to Laura Olson and 7,000,000
shares to Gerald Walton for their expenses and services to the Company.
Such shares were valued at $1,400, the par value of the pre-reverse split
common shares. There was no market value for such shares at the time of
authorization. And
(2) 5,400,000 post-reverse split investment common shares authorized to be
issued on April 20, 1998; 2,300,000 shares to Laura Olson and 3,100,000
shares to Gerald Walton for their investments of $2,300 and $3,100
respectively in the Company and for their services to date. Such shares
were valued at $5,400, the par value of the post-reverse split common
shares. There was no market value for such shares at the time of
authorization.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
Lisa Haines and Sheldon Hansen have not been involved in any transactions of the
Company since their purchase of common stock on April 20, 1998. There are also
no proposed transactions where they are to be involved. Gerald Walton an officer
and director of the Company continues to advance funds to the Company for
expenses. Laura Olson also an officer and director of the Company continues to
advance funds to the Company and continues to provide office space for the
Company. There is no agreement or commitment by either Mr. Walton or Ms. Olson
in regard to continuing to advance funds or to provide such office space.
However, it is anticipated that such monetary advances and office space will
continue to be furnished until the Company locates a new business venture.
ITEM 8. DESCRIPTION OF SECURITIES
The Company has two classes of stock, namely:
A. Common Stock: The Company has authorized 50,000,000 shares of common stock,
par value $.001 per share. As of June 5, 2000 the Company had outstanding
10,048,762 shares of Common Stock. Each Common Share shall be entitled to
one vote in shareholder meetings and cumulative voting is denied. All
Common Shares shall be non-assessable with equal rights and privileges .
Shareholder pre-emptive rights are not accorded to shareholders. All common
shares are equal to each other with respect to voting, and dividend rights,
and are equal to each other with respect to liquidation rights. A vote of
the majority of the shares of common stock represented at a meeting will
govern, even if this is substantially less than a majority of the shares of
common stock outstanding. Holders of shares are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor, and upon liquidation are entitled to participate pro
rata in a distribution of assets available for such a distribution to
shareholders.
B. Preferred Stock: The Company has authorized 10,000,000 shares of preferred
stock, par value $.001 per share. As of June 5, 2000 the Company has not
issued any Preferred Shares. Each Preferred Share shall be entitled of one
vote in shareholder meetings and cumulative voting is denied unless shares
are specifically issued with such privilege. Each Preferred Series, and
there can be many as determined by the Board of Directors, shall bear
description of the rights and privileges and restrictions designated on
each certificate for each series as set and established by the Board of
Directors. If the Company does issue Preferred Stock the preferences,
qualifications, limitations, restrictions and special or relative rights
will be contained in Resolutions of the Board of Directors of the Company
establishing each such series.
PART II
ITEM1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is presently no public trading market for the common stock or the
preferred stock of the Company, and there has been no reported bid price of the
Company's common or preferred stock during the last two fiscal years. None of
the common or preferred shares are subject to outstanding options or warrants.
Of the outstanding common shares, 10,000,000 shares are subject to Rule 144
under the Securities Act. There have been no preferred shares issued.
Since its inception, the Company has not paid any dividends on its common stock
and the Company does not anticipate that it will pay dividends in the
foreseeable future. As of April 13, 2000 the Company had approximately 248
shareholders of record as reported by the Company's transfer agent. The transfer
agent for the Company is Atlas Stock Transfer Corporation, 5899 South State
Street, Salt Lake City, Utah 84107; Telephone number (801) 266-7151.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On February 18, 1998 the Company authorized the issuance of 7,000,000
pre-reverse split shares of its common stock to Laura Olson for services
rendered to the Company. At this time these shares represented approximately
14.37% of the outstanding common stock of the Company. Also on this date the
Company authorized the issuance of 7,000,000 pre-reverse split shares of its
common stock to Gerald Walton for services rendered to the Company. At this time
these shares represented approximately 14.37% of the outstanding common stock of
the Company. All of the above shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from registration
afforded by the provisions of Section 4 (2) thereof, as a transaction by an
issuer not involving any public offering, the recipients of the securities
having delivered appropriate investment representations to the Company with
respect thereto and having consented to the imposition of restrictive legends
upon the certificates evidencing such securities. No underwriting discounts or
commissions were paid in connection with such issuance.
On April 20, 1998 the Company authorized the following issuance of post-reverse
split common shares of its stock to; (1) Lisa Haines for her investment of
$2,300 in the Company. At this time these shares represented approximately
22.89% of the outstanding common stock of the Company, (2) Sheldon Hansen for
his investment of $2,300 in the Company. These shares represented approximately
22.89% of the outstanding common stock of the Company, (3) Laura Olson for her
services provided to date and her investment of $2,300 in the Company. These
shares represented approximately 22.89% of the outstanding common stock of the
Company, and (4) Gerald Walton for his services to date and for his investment
of $3,100 in the Company. These shares represented approximately 30.85% of the
outstanding common stock of the Company. All of the above shares were issued
without registration under the Securities Act of 1933, as amended, by reason of
the exemption from registration afforded by the provisions of Section 4 (2)
thereof, as a transaction by an issuer not involving any public offering, the
recipients of the securities having delivered appropriate investment
representations to the Company with respect thereto and having consented to the
imposition of restrictive legends upon the certificates evidencing such
securities. No underwriting discounts or commissions were paid in connection
with such issuance.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law expressly authorizes a Nevada corporation to indemnify its directors,
officers, employees, and agents against liabilities arising out of such person's
conduct as directors, officers, employees, or agents if they acted in good
faith, in a manner they reasonably believed to be in or not opposed to the best
interests of the Company, and in the case of criminal proceedings, if they had
no reasonable cause to believe their conduct was unlawful. Generally,
indemnification for such persons is mandatory if such person was successful, of
the merits or otherwise, in the defense of any such proceeding, or in the
defense of any claim, issue, or matter in the proceeding. In addition, as
provided in the articles of incorporation, bylaws, or an agreement, the
corporation may pay for or reimburse the reasonable expenses incurred by such a
person who is a party to a proceeding in advance of final disposition if such
person furnishes to the corporation an undertaking to repay such expenses if it
is ultimately determined that he did not meet the requirements. In order to
provide indemnification, unless ordered by a court, the corporation must
determine that the person meets the requirements for indemnification, Such
determination must be made by a majority of disinterested directors; by
independent legal counsel; or by a majority of the shareholders.
Article VI of the bylaws of the Company provides that the corporation shall
indemnify its directors, officers, agents and other persons to the full extent
permitted by the laws of the State of Nevada. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers, controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
PART F/S
Financial Statements: The following financial statement is included in this
filing:
Report of Andersen Andersen & Strong L.L.C., Certified Public Accountants F-1
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1999 and December 31, 1998
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C.
941 East 3300 South Suite 202
Salt Lake City Utah 84106
Phone 801-486-0096
Fax 801-571-6001
Board of Directors
Toner Systems International, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Toner Systems International,
Inc.
( development stage company) at December 31, 1999 and December 31, 1998, and the
related statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 1999, 1998 and 1997 and the period August 25, 1980
(date of inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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 statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Toner Systems International,
Inc. at December 31, 1999 and December 31, 1998, and the results of operations
and cash flows for the years ended December 31, 1999, 1998 and 1997 and the
period August 25, 1980 (date of inception) to December 31, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has been in the
development stage since its inception and has suffered recurring losses from
operations and presently has no assets to pay its liabilities, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
April 3, 2000
Salt Lake City, Utah /s/ Andersen Andersen & Strong
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
( Development Stage Company)
BALANCE SHEETS
December 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
Dec 31, Dec 31,
1999 1998
---------- ----------
<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
Common stock
50,000,000 shares authorized at $0.001 par value;
10,048,762 shares issued and outstanding on December
31, 1999; 48,762 on December 31, 1998 10,049 49
Capital in excess of par value 425,872 425,537
Deficit accumulated during the development stage (438,481) (428,146)
---------- ---------
Total Stockholders' Deficiency (2,560) (2,560)
---------- ---------
$ - $ -
========== =========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998
and 1997 and the period August 25, 1980 (Date of
Inception) to December 31, 1999
<TABLE>
<CAPTION>
Aug 25, 1980
(Date of Inception)
1999 1998 1997 to Dec 31, 1999
---- ---- ---- ---------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ 156,948
EXPENSES 10,335 14,000 - (595,429)
-------- -------- ---------- --------------
NET LOSS $ (10,335) $ (14,000) $ - $ (438,481)
======== ========= ========== ==============
NET LOSS PER COMMON SHARE
Basic $ (.21) $ (.30) $ -
-------- -------- ----------
Average Outstanding Shares
Basic 48,762 47,012 -
-------- -------- ----------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period August 25, 1980 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
Common Stock Capital in
------------------- Excess of Accumulated
Shares Amount Par Value Deficit
-------- --------- ---------- ------------
<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 - November 30, 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 -
</TABLE>
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
Period August 25, 1980 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
Common Stock Capital in
------------ Excess of Accumulated
Shares Amount Par Value Deficit
---------- -------- ----------- ------------
<S> <C> <C> <C> <C>
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)
========== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
TONER SYSTEMS INTERNATIONAL, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 1999, 1998
and 1997 and the Period August 25, 1980 (Date of
Inception) to December 31, 1999
<TABLE>
<CAPTION>
August 25, 1980
(Date of Inception)
1999 1998 1997 to December 31, 1999
---- ---- ---- --------------------
<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>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
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.
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 December 31, 1999 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 2021.
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>
TONER SYSTEMS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements (Continued)
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 on
December 31, 1999.
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.
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>
TONER SYSTEMS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements (Continued)
5. SUBSEQUENT EVENTS
On March 29, 2000 the Company filed amended articles authorizing 10,000,000
shares of preferred stock at a par value of $.001.
PART III
Items 1 and 2. Index to exhibits and description of exhibits. The following
exhibits are included as part of this statement:
Exhibit Description
No.
3.1.1 Articles of Incorporation filed on February 9, 1998
3.1.2 Articles of Amendment dated March 3, 1998
3.2 Current Bylaws
23.1 Consent of Auditor
99.1 Articles of Merger dated February 15, 1998
99.2 Plan of Reorganization and Merger dated February 15, 1998
99.3 Form of Common Stock Certificate
99.4 Form of Preferred Stock Certificate
SIGNATURES
In accordance with section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
TONER SYSTEMS INTERNATIONAL, INC.
Date: June 5, 2000 By /s/ Gerald Walton
-----------------------
Secretary & Director
By /s/ Laura Olson
-----------------------
President
