<PAGE> 1
U.S. 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
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 TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
-------------------------------- --------------------------------------
-------------------------------- --------------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
(TITLE OF CLASS)
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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, 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.
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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:
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.
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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 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
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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 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.
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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.
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
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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.
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
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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
Before January 1, 2000, users of computers in business applications were
concerned that time-sensitive software might cause their computer systems to
recognize a date using "00" as the year 1900 rather than the year 2000. This
date recognition problem was mitigated by computer software compliance,
remediation, and improvements throughout the world. As of the date of this
filing, minimal computer software problems have been recorded or reported
relating to software date recognition problems.
The Company's Management has hands-on familiarity with all of the software
utilized in its business plan and has experienced no Year 2000 related systems
problems as of the date of this filing. Third party suppliers of software,
hardware, and equipment which rely on proper date recognition have also
confirmed their products have experienced no significant malfunctions or errors
related to date recognition problems.
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.
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 10-SB in order
to make its financial information equally available to any interested parties or
investors. The Company will be subject to the disclosure rules of Regulation S-B
for a small business issuer under the Securities Exchange Act of 1934. The
Company anticipates it will become subject to disclosure filing requirements
effective sixty days after the date the Securities and Exchange Commission
accepts its original Form 10-SB filing, and, after that date, will be 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
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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
PLAN OF OPERATION
The Company's current cash balance is $6,866. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the fourth quarter of 2000, 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 fourth quarter of 2000.
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 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
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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 3
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 4
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 - May 31, 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
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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 5
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>
Alastair Knott 35 President, 3/15/99 12/31/00
7822 Nightingale Way Secretary,
San Diego, Ca 92123 Director
Kathleen Sturtevant 33 Treasurer, 3/15/99 12/31/00
7822 Nightingale Way Director
San Diego, CA 92123
</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
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proceedings.
RESUMES
Alastair Knott, President, Secretary & 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, 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 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
Summary Compensation Table
<TABLE>
<CAPTION>
Other
Name & (annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation($) awards($) SARs ($) sation($)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A Knott 1999 -0- -0- -0- 5,000 -0- -0- -0-
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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>
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.
ITEM 7
-13-
<PAGE> 14
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.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion, from funds legally available therefor.
In the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
-14-
<PAGE> 15
PART II
ITEM 1
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 May 31, 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 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On March 15, 1999, the shareholders authorized the issuance of 5,000 shares of
common stock to Mr. Knott for a license agreement related to the Company's
business plan and 5,000 shares of common stock to Ms. Sturtevant for services
related to the Company's business plan for a total of 10,000 Rule 144 shares.
The Company relied upon Section 4(2) of Securities Act of 1933, as amended (the
"Act"). The Company issued the shares in satisfaction of management services
rendered to officers and directors, which does not constitute a public offering.
From the period of approximately April 1, 1999 until April 30, 1999, the Company
offered and sold 6,900 shares at $1.00 per share to non-affiliated private
investors. The Company relied upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
Company, including the business, management, offering details, risk
-15-
<PAGE> 16
factors and financial statements. Each investor also completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent and that each investor was either "accredited", or were
"sophisticated" purchasers, having prior investment experience or education, and
having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed investment decision. This offering was
not accompanied by general advertisement or general solicitation and the shares
were issued with a Rule 144 restrictive legend.
Under the Securities Act of 1933 , all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which, if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; ( c ) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On March 25, 2000, the Board of Directors authorized a forward stock split of 10
for 1 resulting in a total of 169,000 shares of common stock issued and
outstanding. On May 31, 2000, the Board of Directors authorized a forward stock
split of 65 for 1 resulting in a total of 10,985,000 shares of common stock
issued and outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses. As to
indemnification for liabilities arising under the Securities Act of 1933 for
directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
-16-
<PAGE> 17
PART F/S
The audited financial statements of the Company for the year ended September 30,
1999, and the period ended May 31, 2000 and related notes which are included in
this offering have been examined by Barry Friedman, CPA, and have been so
included in reliance upon the opinion of such accountants given upon their
authority as an expert in auditing and accounting.
-17-
<PAGE> 18
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
MAY 31, 2000
SEPTEMBER 30, 1999
<PAGE> 19
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>
<PAGE> 20
BARRY L. FRIEDMAN, P.C.
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 June 14, 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 May 31, 2000, and September 30, 1999,
and the related statements of operations, stockholders' equity and cash flows
for the periods March 10, 1999 (inception), to September 30, 1999, and October
1, 1999, to May 31, 2000. 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 May 31, 2000, and September
30, 1999, and the related statements of operations, stockholders' equity and
cash flows for the periods March 10, 1999 (inception), to September 30, 1999,
and October 1, 1999, to May 31, 2000, 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
<PAGE> 21
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
MAY SEPTEMBER
31, 2000 30, 1999
-------- ---------
<S> <C> <C>
CURRENT ASSETS
CASH $6,866 $6,900
------ ------
TOTAL CURRENT ASSETS $6,866 $6,900
------ ------
OTHER ASSETS $ 0 $ 0
------ ------
TOTAL OTHER ASSETS $ 0 $ 0
------ ------
TOTAL ASSETS $6,866 $6,900
------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F2 -
<PAGE> 22
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
MAY SEPTEMBER
31, 2000 30, 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 -
119,000 shares $ 16,900
Common Stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
May 31, 2000 --
10,985,000 shares $ 10,985
Additional Paid-In Capital 5,915 0
Deficit accumulated during
the development stage -10,034 -10,000
-------- --------
TOTAL STOCKHOLDERS' EQUITY $ 6,866 $ 6,900
======== ========
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 6,866 $ 6,900
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
- F3 -
<PAGE> 23
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR.10, 1999
1999, TO 1999, TO (INCEPTION)
MAY 31, SEPT. 30, TO MAY 31,
2000 1999 2000
----------- ----------- ------------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
EXPENSES
General, Selling and
Administrative $ 34 $ 10,000 $ 10,034
----------- ----------- -----------
TOTAL EXPENSES $ 34 $ 10,000 $ 10,034
----------- ----------- -----------
NET PROFIT/LOSS (-) $ -34 $ -10,000 $ -10,034
----------- ----------- -----------
Net Loss per share -
Basic and diluted
(Note #2) $ NIL $ -.0010 $ -.0010
----------- ----------- -----------
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 -
<PAGE> 24
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> <C>
March 15, 1999
Issued For Services 10,000 $10,000 $ 0
And License Agreement
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
October 1, 1999 to
May 31, 2000 -34
Balance,
May 31, 2000 10,985,000 $10,985 $5,915 $ -10,034
---------- ------- ------ ---------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F5 -
<PAGE> 25
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR.10, 1999
1999, TO 1999, TO (INCEPTION)
MAY 31, SEPT. 30, TO MAY 31,
2000 1999 2000
------- -------- ------------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -34 $-10,000 $-10,034
Adjustment to
Reconcile net loss
To net cash provided
by operating activities
Issue Common Stock
For Services & License 0 +10,000 +10,000
Changes in assets and
Liabilities 0 0 0
------- -------- --------
Net cash used in
Operating activities $ -34 $ 0 $ -34
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) $ -34 $ +6,900 +6,866
Cash,
Beginning of period +6,900 0 0
------- -------- --------
Cash, End of Period $ 6,866 $ 6,900 $ 6,866
------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F6 -
<PAGE> 26
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 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> 27
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 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 May 31, 2000, the Company had no dilative common
stock equivalents such as stock options.
- F8 -
<PAGE> 28
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 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 May 31,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of September 30, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $ 10,000
Valuation allowance $ 10,000
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> 29
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 2000, and September 30, 1999
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
Preferred Stock
The Company has no preferred stock.
On March 15, 1999, the Company issued 5,000 shares of its no-par-value
common stock for a license agreement valued at $5,000 to Mr. Knott, one
of its directors.
On March 15, 1999, the Company issued 5,000 shares of its no-par-value
common stock for services of $5,000 to Ms. Sturtevant, one of 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
- F10 -
<PAGE> 30
AMERICAN TOY VENDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 2000, and September 30, 1999
concern. The stockholders/officers and/or directors have informally
committed to advancing the operating costs of the Company interest free,
if necessary.
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> 31
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 License Agreement and Copyright Application Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 27.1 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
American Toy Vending, Inc.
Date 6/27/00 By /s/ ALASTAIR KNOTT
------------------- ------------------------------------------
Alastair Knott, Pres., Sec. & Director
Date 6/27/00 By /s/ KATHLEEN STURTEVANT
------------------- ------------------------------------------
Kathleen Sturtevant, Treasurer & Director
