NATURE S TREAT PRODUCTS INC
10SB12G, EX-1, 2000-06-29
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                                  Nature Treat, Inc.
                            (A Development Stage Company)

                             Index to Financial Statements

Report of Independent Auditor's                               1
Balance Sheet                                                 2
Statement of Operations                                       3
Statement of Changes in Stockholders' Equity                  4
Statement of Cash Flows                                       5
Notes to Financial Statements                                 6-10



                            INDEPENDENT AUDITOR'S REPORT

                                   (LETTERHEAD)
                             Michael Johnson & CO., LLC



To the Board of Directors
Nature Treat, Inc.
Broussard, LA

We have audited the accompanying balance sheet of Nature Treat, Inc. a
development stage company, as of December 31, 1999, and the related statements
of operations, cash flows, and changes in stockholders' equity for the period,
September 24, 1999 (Inception) to December 31, 1999, then ended.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financials statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financials statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluation the overall financial
statement presentation.  We believe that our audit provides 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 Nature Treat, Inc. at December
31, 1999, and the results of its operations and its cash flows for the period,
September 24, 1999 (Inception) to December 31, 1999 then ended, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As described in Note 4 to the
financial statements, conditions exist which raise substantial doubt about
the Company's ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its obligations and sustain its
operations.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


Michael Johnson & CO, LLC
/s/
Denver, Colorado
April 17, 2000

<TABLE>

                                   NATURE TREAT, INC.
                             (A Development Stage Company)
                                    Balance Sheet
                                  December 31, 1999
<CAPTION>


ASSETS:
<S>                                                    <C>
Current Assets:
Cash                                                    $14,417
Accounts receivable                                       2,220
Inventory                                                12,337
Prepaid expenses                                         30,200
  Total Current Assets                                   59,174

Property and Equipment:
  Office furniture and equipment                         38,275
  Shop furniture and equipment                            7,103
  Vehicles                                                9,425
  Leasehold improvements                                 15,500
   Property and Equipment, net                           70,303

Other Assets:
  Patents and trademarks                                155,316
  Website development                                    48,500
  Organization costs                                        200
   Other Assets, net                                    204,016

TOTAL ASSETS                                           $333,493

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
  Accounts payable                                        1,972
  Short-term borrowings from shareholders                34,346
  Total Current Liabilities                              36,318

Stockholders' Equity:
  Common stock, $.0001 par value, 50,000,000
   shares authorized, 7,885,200 shares issued and
   outstanding                                              788
  Preferred stock, $.0001 par value, 5,000,000
   shares authorized, none issued
  Addition paid-in capital                              550,450
  Deficit accumulated during the development stage     (254,063)
Total Stockholders' Equity                              297,175

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              333,493
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
                               NATURE TREAT, INC.
                          (A Development Stage Company)
                              Statement of Operations
          For the Period September 24, 1999 (Inception) to December 31, 1999
<CAPTION>

                                                      September 24, 1999
                                                      (Inception) thru
                                                      December 31, 1999
<S>                                                  <C>
REVENUES:                                            $       2,567

OPERATING EXPENSES:
Sales and Marketing                                         60,059
General and Administrative                                 196,571
Total Operating Expenses                                   256,630

Net Loss from Operations                                  (254,063)

Weighted average number of
shares outstanding                                       4,078,675

Net Loss Per Share                                          (0.06)
</TABLE>
The accompanying notes are an integral part of these financial statements
<TABLE>
                               NATURES TREAT, INC.
                           (A Development Stage Company)
                      Statement of Changes in Stockholders Equity
           For the Period September 24, 1999 (Inception) to December 31, 1999
<CAPTION>
                                                        Deficit
                                                        Accumulated
                                         Additional     During the
                       Common Stock        Paid-In      Development
                      Shares    Amount     Capital      Stage       Totals

<S>                   <C>       <C>        <C>          <C>         <C>
Balance
September 24,1999      -        $   -       $     -      $      -    $   -

Stock issued to
founders-cash
and assets-
September 25, 1999   3,578,134    358        74,559             -       74,917

Stock issued for
assets-
September 25, 1999   1,666,666    167       166,499             -      166,666

Stock issued for
services-
September 26, 1999     100,000     10         9,990             -       10,000

Stock issued for
cash-
October 1, 1999        550,000     55        54,945             -        55,000

Stock issued for
services-
October 1, 1999         30,000      3         2,997             -         3,000

Stock issued for
cash-
October 10, 1999        50,000      5             -             -             5

Stock issued for
assets-
October 10, 1999        10,000      1           999             -         1,000

Stock issued for
cash-
October 12, 1999       111,100     11        47,989                      48,000

Stock issued for
services
October 15, 1999       275,000     27        27,473             -        27,500

Stock issued for
cash-
October 19, 1999        31,000      3        15,497             -        15,000

Stock issued for
services-
October 20, 1999         6,000      1           599             -           600

Stock issued for
services-
October 21, 1999       200,000     20         19,980            -        20,000

Stock issued for
cash-
November 1, 1999         3,300      -          1,650            -         1,650

Stock issued for
services-
November 10, 1999      175,000     18         17,482            -        17,500

Stock issued for
services
November 20, 1999      425,000     42         42,458            -        42,500

Stock issued for
assets
December 10, 1999      485,000     48         48,452            -        48,500

Stock issued for
services
December 12, 1999      139,000     14         13,886            -        13,900

Stock issued for
services
December 15, 1999       50,000      5          4,995            -         5,000

Net loss for
period                       -      -              -        (254,063)  (254,063)

Balance              7,885,200    788        550,450        (254,063)  (297,175)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
                             NATURE TREAT, INC.
                         (A Development Stage Company)
          For the Period September24, 1999 (Inception) to December 31, 1999
                             Indirect Method
<CAPTION>

                                                       September 24, 1999
                                                        (Inception) thru
                                                        December 31,
                                                         1999
<S>                                                   <C>

Cash Flows From Operating Activities:
 Net (Loss)                                           $ (254,063)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Stock issued for services                              143,220
Changes in assets and liabilities:
(Increase) in prepaid expenses                           (30,200)
 Increase in accounts payables                             1,972
 Increase in short-term borrowings                        34,347
                                                          36,319
Net Cash Used in Operating Activities                   (104,724)


Cash Flow From Investing Activities:
 Purchase of equipment                                    (1,372)
 Net Cash Provided By Investing Activities                (1,372)

Cash Flow From Financing Activities:
 Issuance of common stock                                120,513
 Net Cash Provided By Financing Activities               120,513

Increase in Cash                                          14,417

Cash and Cash Equivalents - Beginning of period                -

Cash and Cash Equivalents - End of period                 14,417

Supplemental Cash Flow Information:
 Interest paid                                            $    -
 Taxes paid                                               $    -
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                 Nature Treat, Inc.
                            (A Development State Company)
                            Notes to Financial Statements
                                   December 31, 1999

NOTE 1 - ORGANIZATION AND PRESENTATION:

Natures Treat, Inc. (the Company) was incorporated in the state of Delaware
on September 24, 1999.  The Company primary business operations are the
distribution of environmentally friendly products that are used in
remediation projects to clean up contaminated ground sites or other such
facilities.

The Company's fiscal year end is December 31.

Development Stage Company

The Company has not earned significant revenue from limited operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7").  Among the disclosures
required by SFAS 7 are that the Company's financial statements be
identified as those of a development stage company, and that the statements
of operations, stockholders' equity (deficit) and cash flows disclose
activity since the date of the Company's inception.

Basis of Accounting

These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting principles.
Significant principles followed by the Company and the methods of
applying those principles, which materially affect the determination of
financial position and cash flows, are summarized below:

Revenue Recognition

Product Sales are sale of on-line products and specialty items.  Revenue
is recognized at the time of sale.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Property and Equipment

Property and equipment is stated at cost.  The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized.  Depreciation is computed on the straight-line method over
the following estimated useful lives:

Manufacturing Equipment  5 years
Furniture & Equipment    5 years

Income Taxes:

The Company accounts for income taxes under SFAS NO. 109, which requires the
asset and liability approach to accounting for income taxes.  Under this
method, deferred tax assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and liabilities measured
using enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Use of 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 the
disclosure of contingent assets and liabilites at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from these estimates.

Inventories

Inventories are stated at cost, which is not in excess of market determined
using the first-in, first-out (FIFO) method.

Patents, Trademarks, and Licenses

The Company capitalizes certain legal costs and acquisition costs related to
patents, trademarks, and licenses.  Accumulated costs are amortized over
the lesser of the legal lives or the estimated economic lives of the
proprietary rights, generally seven to ten years, using the straight-line
method and commencing at the time the patents are issued, trademarks are
registered or the license is acquired.

Net earning (loss) per share

Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share.  Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of
common stock outstanding for the period, less shares subject to repurchase.
Diluted net loss per share reflects the potential dilution of securities by
adding other common stock equivalents, including stock option, shares subject
to repurchase, warrants and convertible preferred stock, in the
weighted-average number of common shares outstanding for a period, if dilutive.
All potentially dilutive securities have been excluded from the computation,
as the effect in anti-dilutive.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are considered to be representative of their respective fair values
because of the short-term nature of these financial instruments.  The carrying
amount of the notes payable are reasonable estimates of fair value as the
loans bear interest based on market rates currently available for debt with
similar terms.

NOTE 2 - INCOME TAXES

There has been no provision for U.S. federal, state, or foreign income taxes
for any period because the Company has incurred losses in all periods and for
all jurisdictions.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of deferred tax assets are as follows:

<TABLE>

<S>
Deferred tax assets                             <C>
Net operating loss carryforwards                $254,063
Valuation allowance for deferred tax assets     (254,063)
Net deferred tax assets                         $      -

Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain.  Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance.  As of
December 31, 1999, the Company had net operating loss carryforwards of
approximately $254,063 for federal income tax purposes.  These carryforwards,
if not utilized to offset taxable income begin to expire in 2113.  Utilization
of the net operating loss may be subject to substantial annual limitation
due to the ownership change limitations provided by the Internal Revenue Code
and similar state provisions.  The annual limitation could result in the
expiration of the net operating loss before utilization.

NOTE 3 - RELATED PARTY TRANSACTIONS:

Short-term borrowings from shareholders

The chairman and president of the Company provided services and advanced cash
being issued to the chairman and president, which were still outstanding at
December 31, 1999.  Notes payable to these officers are unsecured and bear
interest at 8%.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  The Company operations are in the development
stage and the Company has experienced significant losses from limited
start-up operations.  As shown in the financial statements, the
Company incurred a net loss of $254,063 in 1999.

The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and
ultimately, upon its ability to attain future profitable operations.  There
can be no assurance that the Company will be successful in obtaining such
financing, or that it will attain positive cash flow from operations.





</TABLE>


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