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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended September 30, 2000
Commission File Number 0-30923
AMERICAN TOY VENDING, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 88-0455326
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7822 NIGHTINGALE WAY, SAN DIEGO, CA 92123
(Address of principal Executive Offices) (Zip Code)
(619) 692-2406
(Issuer's Telephone Number)
Securities Registered under Section 12(g) of the Exchange Act:
Common Stock - .001 Par Value
(Title of Class)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
Yes X No
The issuer had no revenues for the year ended September 30, 2000.
As of September 30, 2000, the registrant had 10,985,000 shares of common stock,
$.001 par value, issued and outstanding.
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
Form and Year of Organization
American Toy Vending, Inc. was incorporated in Nevada on March 10, 1999 for the
purpose of developing a new generation of electronic skill crane game machines.
During April 1999, the Company received its initial funding through the sale of
common stock to investors. From inception until December 1999, Management
developed the Company's business plan and the Company had no material operating
activities.
Bankruptcy or Similar Proceedings
There have been no bankruptcy, receivership or similar proceedings.
Reorganizations, Purchase or Sale of Assets
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE ISSUER
Principal Products or Services and Markets
The Company intends to become a primary developer and operator of
computer-controlled skill crane game machines, ("skill cranes") in the United
States. Current versions of skill cranes involve one player's skilled
manipulation of a "joy stick" to guide a mechanical claw or metal paddle to
extract one prize such as a piece of jewelry or plush (stuffed toy animals such
as teddy bears, or dolls) from a large stack of prizes prominently displayed
inside the glass walls of the skill crane. The player wins the prize by
directing the claw or metal paddle to move the prize from the large stack of
prizes in the crane into a chute for delivery to the winning player. Normally,
the longer a player practices and plays, the more adept he or she becomes at
winning a prize.
Businesses that use skill cranes for supplemental revenue sources include bars,
restaurants,
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amusement game centers, shopping malls, grocery stores, movie theaters,
department store chains, hotels, bingo halls, and gambling casinos. Based upon
Management's experience in the skill crane business, skill crane players are
willing to pay an average of $15.00, at a cost of $.50 to $1.00 per play, each
time they play in order to win a prize. Average weekly gross sales for one skill
crane range from $200 at a bar or restaurant to over $1,000 at a bingo hall or
gambling casino.
The skill crane business has the following four industry-specific components:
1) Prizes (products) used in skill cranes, such as plush and jewelry, are
purchased through distributors or manufacturing trade group
representatives in the United States. Company buyers make their purchases
through trade shows held in locations such as Las Vegas and New York (the
largest is Toy Fair held each February in Manhattan), as well as their
contacts with Chinese manufacturing reps and U. S. distributors making
local sales calls. Plush is often designed in the form of unique pieces
for specific events such as local football or baseball team mascots, or
seasonal pieces such as Valentine's Day stuffed bears, or Christmas
season oriented designs.
2) Although plush may appear to be very durable to the consumer, it is in
fact a perishable commodity when kept in containers or warehouses.
Inventory control is critical as plush prize items may not be packed too
closely together, require large storage areas, and have a useful shelf
life of approximately one year before they must be discounted or
discarded due to accumulation of dirt, odors, mildew, etc. In
Management's experience, purchasing agents often order too much plush for
inventory based solely upon manufacturing reps' and distributors' offers
of large volume purchase discounts. Typical large volume "discount"
purchase orders result in excessive warehouse storage costs and annual
write-offs of worthless inventory.
3) The business is labor intensive as skill crane machines require daily
or weekly service from route drivers, depending on their sales volume, in
order to collect money, pay commissions to the owners of the sites,
replenish the inventory in the skill cranes, and clean and adjust the
skill cranes.
4) Route drivers usually report sales and inventory activity to
management through telephone or facsimile means on a monthly basis. This
system leads to problems with route driver theft and a lag in inventory
replenishment. Because of this lag in inventory replenishment, route
drivers tend to over-order and maintain a larger than necessary supply of
local inventory in order to avoid running out of plush.
The Company intends to become one of the most profitable skill crane businesses
by relying on Management's knowledge, experience, and abilities in the
successful integration of the following key elements:
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Purchasing
Virtually all prizes offered in skill cranes are products manufactured in
China. In Management's experience, over 90% of all skill cranes offer
plush manufactured in Southern and Southeastern China, with primary
contact companies located in the cities of Shenzhen and Shanghai.
Management will use its knowledge of direct purchasing arrangements with
manufacturers in China and utilize in-house buying to purchase direct
from Chinese factories instead of through U. S. distributors in order to
achieve lower plush costs. Management has experience with the utilization
of Internet communications with Chinese factory contacts for ordering and
shipping.
Inventory Control
The Company will utilize inventory management systems that link
purchasing to warehouse daily inventory balances, and link shipping of
plush from the warehouse to field crane sites via daily sales and
inventory reporting. The Company will use its copyrighted communications
software that will interface with standard inventory control systems in
order to link the warehouse with each skill crane site via a paging
system for inventory usage and by interface via the Internet for direct
factory ordering.
Route Reports
The Company plans to utilize a skill crane game machine design that
integrates the Company's unique copyrighted software allowing centrally
controlled communications through paging systems with skill cranes
installed at field sites for daily polling of sales and inventory usage.
This software was developed by Management, licensed by Management to the
Company, and copyrighted by the Company.
The first markets the Company intends to service are the high skill crane usage
states of New York, Florida, and California. Management is already familiar with
skill crane operations in each of these states.
The Company has a current business plan which proposes to utilize its founders'
backgrounds to develop its business from the current concept stage into a
primary developer and operator of computer-controlled skill crane game machines.
The business plan requires the Company during months one through six to obtain a
listing on the NASD's Over the Counter Electronic Bulletin Board, and then raise
capital of $5,000,000 through the sale of common stock in a private placement.
During month seven, after raising capital, the Company intends to order 500
skill cranes with the Company's new communications system from the manufacturer
at a cost of $950,000, and begin securing space for its smart skill cranes in
New York, Florida, and California. During months seven
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through twelve, in order to operate its smart skill crane sites, the Company
intends to expend $500,000 for inventory, $50,000 for set-up and maintenance of
the Company's web site, $200,000 for advertising, $90,000 for three regional
managers, $300,000 for thirty route drivers, $25,000 for two office clerical
employees, $80,000 for purchase of computers and fixed assets, and $175,000 for
rent and other operating expenses.
Distribution Methods of Products or Services
The Company intends to offer information about the Company, its plush (stuffed
toy animals, dolls, etc.) prizes, and its new generation of electronic skill
cranes to the public and to prospective site owners on its web site,
www.smartcrane.net. Instructions printed on each skill crane will encourage
players to visit the Company's web site to learn about trading in their plush
items at their skill crane site for coupons allowing them to earn even larger
plush items.
The Company will utilize Management's knowledge in its initial operating areas
to secure smart skill crane sites, hire route drivers and local managers, ship
smart skill cranes and plush inventory to each site.
Status of Any Publicly Announced New Products or Services
The Company has no new product or service planned or announced to the public.
Competition and Competitive Position
The size and financial strength of the Company's primary competitors,
traditional skill crane companies, American Coin Merchandising, Inc. (d.b.a.
Sugarloaf), Soft Toys, Inc., and Atlantic Skill Cranes, Inc. are substantially
greater than those of the Company. In examining major competitors, Management
has found they all face the same industry-specific components that reduce
profitability: sole dependence on manufacturing reps and U. S. distributors for
products, excess inventory in warehouses, and less than optimum field
communications resulting in problems with theft and excess field inventory.
However, the Company's competitors have longer operating histories, larger
customer bases, and greater brand recognition than the Company. Management is
not aware of any significant barriers to the Company's entry into the skill
crane machine market, however, the Company at this time has no market share of
this market.
Suppliers and Sources of Raw Materials
Management will rely on their experience and knowledge in the skill crane
machine business for purchasing skill crane machines and plush products. While
the Company has no current contracts
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with skill crane machine suppliers, Management is familiar with these
manufacturers and suppliers such as Rainbow Cranes, Inc., Vend Tech Industries,
Inc., and Smart Industries. Management feels that skill crane machine
availability will not be a problem, as Rainbow Crane, Inc. is already the
primary supplier of existing skill crane machines in the United States, and
Canada. Management has successfully tested the software interface application of
the Company's copyrighted software with existing skill crane technology. The
Company will deal directly with Chinese manufacturers such as Guang Lai
Industrial, Sun Rex Products, and Sung Wah Sun, Ltd. for all of the products
used in its skill crane machines. The Company will enter into agreements with
manufacturers and suppliers per its business plan after raising capital during
the first six months of its plan.
Dependence on One or a Few Major Customers
The Company will not depend on any one or a few major customers. Management has
experience in the setup up process and long term operations of skill crane
business sites in the United States. Management has in-depth experience in
operating skill crane businesses and site setups in the Company's first three
targeted markets: New York, Florida, and California. The Company intends to
operate over five hundred skill crane sites by the end of the first two years of
its business plan.
Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor
Contracts
The Company owns its Internet domain name, has setup its first web page
"smartcrane.net", has filed for copyright protection of its copyrightable skill
crane control communications software, and will expand its web site in the
fourth quarter of 2000. The Company has no current plans for any additional
registrations such as patents, other trademarks, copyrights, franchises,
concessions, royalty agreements or labor contracts. The Company will assess the
need for any additional copyright, trademark or patent applications on an
ongoing basis.
On March 15, 1999, the Company signed an exclusive license agreement with its
President for use of his skill crane control communications software in exchange
for 5,000 restricted shares of the Company's common stock. The Company issued
5,000 shares of its common stock in exchange for a ten year exclusive right to
development, manufacturing, marketing, sale, sublicensing, and any and all
usages of the skill crane control communications software in the United States
and throughout the world. After twenty years the license is subject to automatic
renewal each year thereafter, subject to written notification, sixty days in
advance of the renewal, by both parties of the license agreement.
Need for Government Approval for its Products or Services
The Company is not required to apply for or have any government approval for its
products or services.
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Effect of Existing or Probable Governmental Regulations on the Company
The Company will not be subject to Federal laws and regulations that relate
directly or indirectly to its operations. In each state the Company operates in,
it will be subject to common business and tax rules and regulations pertaining
to the operation of skill crane machines. Depending upon individual state sales
tax regulations, the Company's skill crane machines will be subject to sales
taxes for retail or amusement game operations.
Research and Development Costs During the Last Two Years
The Company has not expended funds for research and development costs since
inception.
Costs and Effects of Compliance with Environmental Laws
Environmental regulations have had no materially adverse effect on the Company's
operations to date, but no assurance can be given that environmental regulations
will not, in the future, result in a curtailment of service or otherwise have a
materially adverse effect on the Company's business, financial condition or
results of operation. Public interest in the protection of the environment has
increased dramatically in recent years. The trend of more expansive and stricter
environmental legislation and regulations could continue. To the extent that
laws are enacted or other governmental action is taken that imposes
environmental protection requirements that result in increased costs, the
business and prospects of the Company could be adversely affected.
Number of Total Employees and Number of Full-Time Employees
The Company's only current employees are its two Officers who will devote as
much time as the Board of Directors determines is necessary to manage the
affairs of the Company. The Officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring thirty five new full-time employees during the next twelve
months.
Risks
The Company's long-term viability is substantially dependent upon the widespread
acceptance of its "smart" skill crane machines capable of daily direct
communications with the Company's accounting and inventory control systems.
There is no historic evidence that this type of skill crane business will be
successful against competition from traditional skill crane machine
manufacturers and operators. Without sufficient customers or revenues, the
Company would experience a material adverse effect on the Company's business,
financial condition, operating results and cash flows.
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The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to retain
its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss of
the services of any of the Company's current Management or other key employees,
or the inability to attract and retain the necessary technical and marketing
personnel could have a material adverse effect upon the Company's business,
financial condition, operating results and cash flows.
The current officers, Mr. Knott and Ms. Sturtevant, are the sole officers and
directors of the company and have control in directing the activities of the
company. Mr. Knott and Ms. Sturtevant are involved in other business activities
and may, in the future, become involved in additional business opportunities. If
a specific business opportunity becomes available, the officers and directors of
the company may face a conflict of interest. The Company has not formulated a
plan to resolve any conflicts that may arise. While the Company and its sole
officers and directors have not formally adopted a plan to resolve any potential
or actual conflicts of interest that exist or that may arise, they have verbally
agreed to limit their roles in all other business activities to roles of passive
investors and devote full time services to the Company after the Company raises
capital of $5,000,000 through the sale of securities through a private placement
and is able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned business. These risks include a lack of a proven market for the
Company's skill crane machines, lack of equity funding, and the size of the
Company compared to the size of its competitors. Although Management intends to
implement its business plan through the foreseeable future and will do its best
to mitigate the risks associated with its business plan, there can be no
assurance that such efforts will be successful. Management has no liquidation
plans should the Company be unable to receive funding. Should the Company be
unable to implement its business plan, Management would investigate all options
available to retain value for the shareholders. Among the options that would be
considered are: acquisition of another product or technology, or a merger or
acquisition of another business entity that has revenue and/or long-term growth
potential. However, there are no pending arrangements, understandings or
agreements with outside parties for acquisitions, mergers or any other material
transactions
Year 2000 Disclosure
As Management has experienced no date recognition problems in computer systems,
equipment, or third party provided products, the Company's Year 2000 compliance
plan is to utilize software and other products which are already Year 2000
compatible and prepare no Year 2000 contingency plans.
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Reports to Securities Holders
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has not in the past provided an annual report
to its shareholders. The Company is voluntarily filing this Form 10K-SB in order
to make its financial information equally available to any interested parties or
investors. The Company is subject to the disclosure rules of Regulation S-B for
a small business issuer under the Securities Exchange Act of 1934. The Company
is required to file Form 10-KSB annually and Form 10-QSB quarterly. In addition,
the Company will be required to file Form 8 and other proxy and information
statements from time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street NW, Washington D. C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
ITEM 2
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 7822 Nightingale Way, San
Diego, CA 92123. The principal executive office and telephone number are
provided by an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by Management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes. Management considers the Company's current
principal office space arrangement adequate until such time as the Company
achieves its business plan goal of raising capital of $5,000,000 and then begins
hiring new employees per its business plan.
ITEM 3
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended September 30, 2000, there
were no submissions of matters to a vote of security holders.
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PART II
ITEM 5
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of September 30, 2000, the Company had 54 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
ITEM 6
PLAN OF OPERATION
The Company's current cash balance is $4,413. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the first quarter of 2001, however, in order to advance the Company's
business plan the Company must raise capital through the sale of equity
securities. To date, the Company has sold $6,900 in equity securities. Sales of
the Company's equity securities have allowed the Company to maintain a positive
cash flow balance.
The Company's business plan encompasses the following steps to implement its
computer-controlled skill crane game business plan: after raising capital of
$5,000,000 during the first six months, the Company intends to order 500 skill
cranes with the Company's new communications system from the manufacturer at a
cost of $950,000, and begin securing space for its smart skill cranes in New
York, Florida, and California. During months seven through twelve, in order to
operate its smart skill crane sites, the Company intends to expend $500,000 for
inventory, $50,000 for set-up and maintenance of the Company's web site,
$200,000 for advertising, $90,000 for three regional managers, $300,000 for
thirty route drivers, $25,000 for two office clerical employees, $80,000 for
purchase of computers and fixed assets, and $175,000 for rent and other
operating expenses.
Management has made initial progress in implementing its business plan by
setting-up its first web page "smartcrane.net", filing for copyright protection
of its copyrightable skill crane control communications software, and plans to
expand its web site in the first quarter of 2001.
The Company will only be able to continue to advance its business plan after it
receives capital funding through the sale of equity securities. After raising
capital, Management intends to hire
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employees, rent commercial space in San Diego, purchase equipment, and begin
development of its skill crane machine operations. The Company intends to use
its equity capital to fund the Company's business plan during the next twelve
months as cash flow from sales is not estimated to begin until year two of its
business plan. The Company will face considerable risk in each of its business
plan steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated deployment of its skill crane machines at suitable
sites, and a shortfall of funding due to the Company's inability to raise
capital in the equity securities market. If no funding is received during the
next twelve months, the Company will be forced to rely on its existing cash in
the bank and funds loaned by the directors and officers. The Company's officers
and directors have no formal commitments or arrangements to advance or loan
funds to the Company. In such a restricted cash flow scenario, the Company would
be unable to complete its business plan steps, and would, instead, delay all
cash intensive activities. Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $80,000 in furniture, computers,
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of thirty five
employees during the next twelve months.
ITEM 7
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The required financial statements begin on page F-1 of this document.
ITEM 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
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AMERICAN TOY VENDING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
SEPTEMBER 30, 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT F1
ASSETS F2
LIABILITIES AND STOCKHOLDERS' EQUITY F3
STATEMENT OF OPERATIONS F4
STATEMENT OF STOCKHOLDERS' EQUITY F5
STATEMENT OF CASH FLOWS F6
NOTES TO FINANCIAL STATEMENTS F7-F11
</TABLE>
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BARRY L. FRIEDMAN
CERTIFIED PUBLIC ACCOUNTANT
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors October 27, 2000
AMERICAN TOY VENDING, INC.
San Diego, California
I have audited the accompanying Balance Sheets of AMERICAN TOY VENDING,
INC. (A Development Stage Company), as of September 30, 2000, and September 30,
1999, and the related statements of operations, stockholders' equity and cash
flows for the year ended September 30, 2000, and the period March 10, 1999,
(inception), to September 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that 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 financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of AMERICAN TOY
VENDING, INC. (A Development Stage Company), as of September 30, 2000, and
September 30, 1999, and the related statements of operations, stockholders'
equity and cash flows for the year ended September 30, 2000, and the period
March 10, 1999, (inception), to September 30, 1999, 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 suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
-------------------------------------
Barry L. Friedman
Certified Public Accountant
- F1 -
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AMERICAN TOY VENDING, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
<S> <C> <C>
CURRENT ASSETS
CASH $1,295 $6,900
------ ------
TOTAL CURRENT ASSETS $1,295 $6,900
------ ------
OTHER ASSETS $ 0 $ 0
------ ------
TOTAL OTHER ASSETS $ 0 $ 0
------ ------
TOTAL ASSETS $1,295 $6,900
------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F2 -
<PAGE> 17
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES $ 0 $ 0
------- -------
TOTAL CURRENT LIABILITIES $ 0 $ 0
------- -------
STOCKHOLDERS' EQUITY (Note #4)
Common stock No par value
Authorized 25,000 shares
Issued and outstanding at
September 30, 1999-
16,900 shares $16,900
Common Stock
Par value $0.001
Authorized 50,000,000 shares
Issued and Outstanding at
September 30, 2000-
10,985,000 shares $10,985
Additional Paid-In Capital 5,915 0
Deficit accumulated during
The Development stage -15,605 -10,000
TOTAL STOCKHOLDERS' EQUITY $ 1,295 $ 6,900
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,295 $ 6,900
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F3 -
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AMERICAN TOY VENDING, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR MAR. 10, MAR. 10, 1999
ENDED 1999, TO (INCEPTION)
SEP. 30, SEPT. 30, TO SEP. 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
EXPENSES
General, Selling and
Administrative $ 5,605 $ 10,000 $ 15,605
----------- ----------- -----------
TOTAL EXPENSES $ 5,605 $ 10,000 $ 15,605
----------- ----------- -----------
NET PROFIT/LOSS (-) $ -5,605 $ -10,000 $ -15,605
----------- ----------- -----------
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0005 $ -.0009 $ -.0014
----------- ----------- -----------
Weighted average
Number of common
shares outstanding 10,985,000 10,985,000 10,985,000
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F4 -
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AMERICAN TOY VENDING, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
---------- ---------- ---------- --------
<S> <C> <C> <C>
March 15, 1999
Issued For Services 10,000 $ 10,000 $ 0
April 30, 1999
Issued For Cash 6,900 6,900 0
Net loss year ended
March 10, 1999
(Inception) to
September 30, 1999 $-10,000
---------- ---------- ---------- --------
Balance,
September 30, 1999 16,900 $ 16,900 $ 0 $-10,000
March 24, 2000
Changed par value from
No par value to $0.001 -16,883 +16,883
March 25, 2000
Forward Stock Split
10 for 1 152,100 +152 -152
May 31, 2000
Forward stock split
65 for 1 10,816,000 +10,816 -10,816
Net Loss Year Ended
September 30, 2000 -5,605
Balance,
September 30, 2000 10,985,000 $ 10,985 $ 5,915 $-15,605
---------- ---------- ---------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F5 -
<PAGE> 20
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR MAR. 10, MAR.10,1999
ENDED 1999, TO (INCEPTION)
SEP. 30, SEPT. 30, TO SEP. 30,
2000 1999 2000
-------- --------- -----------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $-5,605 $-10,000 $-15,605
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Common Stock
For Services 0 +10,000 +10,000
Changes in assets and
Liabilities 0 0 0
------- ------- --------
Net cash used in
Operating activities $-5,605 $ 0 $ -5,605
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 +6,900 +6,900
------- ------- --------
Net Increase (decrease) $-5,605 $+6,900 $ +1,295
------- ------- --------
Cash,
Beginning of period +6,900 0 0
------- ------- --------
Cash, End of Period $1,295 $6,900 $ 1,295
------- ------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F6 -
<PAGE> 21
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 10,1999, under the laws of the State of
Nevada as AMERICAN TOY VENDING, INC. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records 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 equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents.
- F7 -
<PAGE> 22
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on 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 organization costs. It requires
most costs of start-up activities and organization 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. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 2000, the Company had no dilative
common stock equivalents such as stock options.
- F8 -
<PAGE> 23
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected September 30th as its fiscal year-end.
Year 2000 Disclosure
The Y2K issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended September
30, 2000. The Company's total deferred tax asset as of September 30,
2000, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $15,605
Valuation allowance $15,605
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire by 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $0.001 per share.
- F9 -
<PAGE> 24
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
Preferred Stock
The Company has no preferred stock.
On March 24, 1999, the Company issued 10,000 shares of its no-par-value
common stock for services of $10,000 to its directors.
On April 30, 1999, the company issued 6,900 shares of its no-par-value
common stock for cash of $6,900.
On March 24, 2000, the State of Nevada approved the Company's restated
Articles of Incorporation, which changed the par value from no par to
$0.001. Also, the Company's authorized common stock was increased from
25,000 shares to 50,000,000 shares.
On March 25, 2000, the Company approved a forward stock split on the
basis of 10 for 1, thus increasing the common stock from 16,900 shares
to 169,000 shares.
On May 31, 2000, the Company approved a forward stock split on the basis
of 65 for 1, thus increasing the common stock from 169,000 shares to
10,985,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using 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 does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. The stockholders/officers and/or directors
have informally committed to advancing the operating costs of the
Company interest free, if necessary.
- F10 -
<PAGE> 25
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
NOTE 6 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. 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.
- F11 -
<PAGE> 26
PART III
ITEM 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year
terms will expire 12/31/00, or at such a time as their successors shall
be elected and qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
Alastair Knott 35 President, 3/15/99 12/31/00
7822 Nightingale Way Director,
San Diego, Ca 92123
Kathleen Sturtevant 33 Secretary, 3/15/99 12/31/00
7822 Nightingale Way Treasurer
San Diego, CA 92123 Director
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
13
<PAGE> 27
Resumes
Alastair Knott, President & Director
1998 - Current Independent Consultant for a variety of industries.
Specializing in software design for Internet web pages,
design and implementation of e-commerce revenue
strategies, conversion of in-house tax and regulatory
agency reporting to electronic filing systems, design
and implementation of field operations electronic
reporting and control systems.
1995 - 1998 Director of Operations, Atlantic Skill Cranes, Inc., a
designer and operator of computer-controlled skill crane
game machines in ten states. Responsibilities included
design and maintenance of electronic and mechanical
systems for computer-controlled skill crane game
machines, design of electronic warehouse receiving,
shipping, inventory control systems, maintenance of
corporate web site, design and implementation of field
operations electronic asset, inventory, and maintenance
control systems.
Kathleen Sturtevant, Secretary, Treasurer & Director
1999 - Current Independent contractor providing accounting and
management information services for manufacturing, skill
crane, and service businesses. Responsibilities include
financial statement reporting, inventory control, data
processing, billings, and selection of applications
software.
1993 - 1998 Equus Financial Services, Inc. - Senior statistical
analyst in a commercial and residential loan company.
Responsible for loan analysis modeling for institutional
lenders.
ITEM 10
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
Summary Compensation Table
<TABLE>
<CAPTION>
Other
Name & annual Restricted Options All other
principle Salary Bonus compen- stock SARs LTIP compen-
position Year ($) ($) sation ($) awards ($) ($) Payouts sation ($)
--------- ---- ------- ----- ---------- ----------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A Knott 1999 -0- -0- -0- 5,000 -0- -0- -0-
President 2000 -0- -0- -0- -0- -0- -0- -0-
K Sturtevant 1999 -0- -0- -0- 5,000 -0- -0- -0-
Director 2000 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
14
<PAGE> 28
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Knott 5,000 shares of the Company's common stock for
an exclusive license agreement on March 15, 1999. The stock was valued at the
price unaffiliated investors paid for stock sold by the Company, $1.00 per
share. 45,000 shares of the Company's common stock were issued to him per a 10
for 1 stock split on March 25, 2000. 3,200,000 shares of the Company's common
stock were issued to him per a 65 for 1 stock split on May 31, 2000.
The Board agreed to pay Ms. Sturtevant for administrative services and services
related to the Company's business plan 5,000 shares of the Company's common
stock on March 15, 1999. The stock was valued at the price unaffiliated
investors paid for stock sold by the Company, $1.00 per share. 45,000 shares of
the Company's common stock were issued to her per a 10 for 1 stock split on
March 25, 2000. 3,200,000 shares of the Company's common stock were issued to
her per a 65 for 1 stock split on May 31, 2000.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The Officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $20,000 at each month end. When
positive cash flow reaches $20,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
15
<PAGE> 29
ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - September 30, 2000:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
-------- ------- --------------- -------
<S> <C> <C> <C>
Common Alastair Knott 3,250,000 (a) 30%
7822 Nightingale Way
San Diego, CA 92123
Common Kathleen Sturtevant 3,250,000 (b) 30%
7822 Nightingale Way
San Diego, CA 92123
Total Shares Owned by Officers & Directors
As a Group 6,500,000 60%
</TABLE>
(a) Mr. Knott received 5,000 shares of the Company's common stock on March 15,
1999 for a license agreement related to the Company's business plan. 45,000
shares of the Company's common stock were issued to him per a 10 for 1 stock
split on March 25, 2000. 3,200,000 shares of the Company's common stock were
issued to him per a 65 for 1 stock split on May 31, 2000.
(b) Ms. Sturtevant received 5,000 shares of the Company's common stock on March
15, 1999 for administrative services and services related to the Company's
business plan. 45,000 shares of the Company's common stock were issued to her
per a 10 for 1 stock split on March 25, 2000. 3,200,000 shares of the Company's
common stock were issued to her per a 65 for 1 stock split on May 31, 2000.
ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Ms.
Sturtevant, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.
16
<PAGE> 30
ITEM 13
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibit 23 Consent of Experts and counsel
Exhibit 27 Financial Data Schedule
Reports filed on Form 8-K: None
Reports required to be filed by Regulation S-X: None
SIGNATURES
----------
Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
American Toy Vending, Inc.
Date November 4, 2000 By /s/ Alastair Knott
------------------------------------
Alastair Knott, President & Director
Date November 4, 2000 By /s/ Katie Sturtevant
------------------------------------
Katie Sturtevant,
Secretary, Treas. & Dir.
