<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 31, 1999
Commission File No. 33-4460-NY
--------------------------
TASTY FRIES, INC.
(Exact name of registrant as specified in its charter)
-------------------------
NEVADA 65-0259052
State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization
650 SENTRY PARKWAY, SUITE ONE
BLUE BELL, PENNSYLVANIA 19422
(Address Of Principal Executive Offices)(Zip Code)
(610) 941-2109
(Registrant's telephone number, include area code)
ADELAIDE HOLDINGS, INC.
11098 Biscayne Boulevard, Suite 403
Miami, Florida
(305) 899-0200
(Former name and address)
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 |_|
As of October 31, 1999: 24,925,011 shares of common stock were
outstanding.
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
October 31, January 31,
1999 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash $ 100,102 $ 66,394
Vending machines 195,000 195,000
Prepaid expenses -- 123,313
------------ ------------
Total current assets 295,102 384,707
------------ ------------
Property and equipment, net 22,938 24,777
------------ ------------
Other assets:
Loan costs, net of accumulated
amortization of $166,240 70,617 129,831
------------ ------------
$ 388,657 $ 539,315
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 1,955,009 $ 1,070,751
Loan payable, officer 10,567
------------ ------------
Total current liabilities 1,965,576 1,070,751
------------ ------------
Unearned revenue 220,000 261,000
------------ ------------
Stockholders' deficiency:
Common stock, $.001 par value;
authorized 50,000,000 shares;
issued and outstanding 24,925,011
shares at October 31, 1999 and
17,995,606 at January 31, 1999 24,925 17,996
Additional paid-in capital 16,083,561 13,426,963
Deficit accumulated in development stage (17,905,405) (14,237,395)
------------ ------------
(1,796,919) (792,436)
------------ ------------
$ 388,657 $ 539,315
============ ============
</TABLE>
See notes to financial statements
2
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ $ $ $
------------ ------------ ------------ ------------
Costs and expenses:
Research, machine and
product development 73,171 112,814 125,537 231,748
Selling, general and
administrative 937,251 487,448 2,187,021 1,516,973
------------ ------------ ------------ ------------
1,010,422 600,262 2,312,558 1,748,721
------------ ------------ ------------ ------------
Net loss before other income (expense) (1,010,422) (600,262) (2,312,558) (1,748,721)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 1,354
Interest expense (6,617) (8,952) (53,110)
Reacquired distributorships (221,500)
Litigation settlement -- -- (1,125,000) --
------------ ------------ ------------ ------------
-- (6,617) (1,355,452) (51,756)
------------ ------------ ------------ ------------
Net loss $ (1,010,422) $ (606,879) $ (3,668,010) $ (1,800,477)
============ ============ ============ ============
Net loss per share of common stock $ (0.05) $ (0.05) $ (0.18) $ (0.15)
============ ============ ============ ============
Weighted average shares outstanding 21,386,880 12,292,464 20,626,641 11,717,036
============ ============ ============ ============
</TABLE>
See notes to financial statements
3
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED OCTOBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Total
Common Paid-In Deficit Stockholders'
Stock Capital Accumulation Deficit
------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance, February 1, 1999 $17,996 $13,426,963 $(14,237,395) $ (792,436)
Issuance of 3,000,000 shares 3,000 847,000 850,000
Issuance of 250,000 shares for
litigation settlement 250 124,750 125,000
Issuance of 3,179,405 shares
for services 3,179 1,435,348 1,438,527
Issuance of 500,000 shares for
repurchase of distributorship 500 249,500 250,000
Net loss for nine months (3,668,010) (3,668,010)
------- ----------- ------------ -----------
Balance, October 31, 1999 $24,925 $16,083,561 $(17,905,405) $(1,796,919)
======= =========== ============= ============
</TABLE>
See notes to financial statements
4
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,010,422) $ (606,879) $(3,668,010) $(1,800,477)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 22,418 22,687 68,572 68,066
Common stock issued for services 755,576 246,878 1,438,527 303,878
Common stock issued for litigation
settlement 125,000
Common stock issued for interest
on convertible notes 26,427
Common stock issued for repurchase
of distributorships 250,000
Changes in assets and liabilities:
Other assets 26,970 123,313 (125,000)
Unearned revenue 10,000 (41,000) 10,000
Accounts payable and accrued expenses 88,085 61,656 884,258 267,463
----------- ----------- ----------- -----------
Net cash used by operating activities (144,343) (238,688) (819,340) (1,249,643)
----------- ----------- ----------- -----------
Cash flows from investing activities:
Purchase of furniture and equipment 0 0 (7,519) 0
----------- ----------- ----------- -----------
Cash flows from financing activities:
Sale of common stock 50,000 230,000 850,000 880,000
Loan payable, officer 10,567 -- 10,567 30,377
----------- ----------- ----------- -----------
Net cash provided by financing activities 60,567 230,000 860,567 910,377
----------- ----------- ----------- -----------
Net increase (decrease) in cash (83,776) (8,688) 33,708 (339,266)
Cash, beginning balance 183,878 49,558 66,394 380,136
----------- ----------- ----------- -----------
Cash, ending balance $ 100,102 $ 40,870 $ 100,102 $ 40,870
=========== =========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 0 $ 0 $ 0 $ 0
=========== =========== =========== ===========
Supplemental disclosure of non-cash
financing activities:
Issuance of common stock for services $ 755,576 $ 246,878 $ 1,438,527 $ 303,878
=========== =========== =========== ===========
Issuance of common stock for
litigation settlement $ 125,000
===========
Issuance of common stock for repurchase
of distributorships $ 250,000
===========
</TABLE>
See notes to financial statements
4
<PAGE>
6
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
(Unaudited)
1. Basis of presentation:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine months ended October 31, 1999 are not
necessarily indicative of the results that may be expected for the year
ended January 31, 2000. The unaudited financial statements should be
read in conjunction with the financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
January 31, 1999.
2. Description of business and significant account policies:
The Company is a development stage company, having not yet completed
the process of manufacturing and marketing its sole product, a vending
machine which will cook and dispense French fries. The Company has
incurred research and development costs from inception to October 31,
1999 totaling $2,260,314. The Company produced 10 preproduction
machines for demonstration and sales purposes. These machines have a
book value of $7,000 each. The Company is currently in the process of
completing its first 25 machines, which are included in inventory at
$125,000.00. The difference between the anticipated selling price and
the cost to build the first 25 machines has been charged to research,
machine and product development costs. The Company had no revenues from
operations since inception and its ability to continue as a going
concern is dependent on the continuation of equity financing to fund
the expenses relating to successfully manufacturing and marketing the
vending machine.
3. Issuance of common stock:
The Company issued an aggregate of 6,929,405 shares during the nine
months ended October 31, 1999. 3,000,000 shares were sold in private
placements by the Company, 3,179,405 shares were issued in payment of
services, 250,000 shares were issued for litigation settlement, and
500,000 shares were issued for repurchase of distributorships.
After the return to treasury of a total 287,500 shares, an aggregate of
8,460,669 shares were issued during the nine months ended October 31,
1998. The following shares were issued during the nine months:
1,825,000 shares were sold in private placements by the Company;
5,628,854 shares were issued pursuant to the terms of the Company's
convertible note financing (this figure includes shares issued for
interest on the notes); 756,815 shares were issued in payment of
services; and 250,000 shares were issued as consideration for the
re-acquisition of an existing distributorship.
6
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTHS ENDED OCTOBER 31, 1999 AND 1998
(Unaudited)
4. April 1998 financing:
In April 1998, the Company entered into an agreement to receive
$1,500,000 in proceeds from the sale of restricted stock to a U.S.
corporation. The Company issued 3,000,000 shares of common stock as
consideration for the investment. The Company also issued warrants to
purchase 1,500,000 post-split shares of common stock at an exercise
price of $1.90; the warrants expire April 12, 2001. The Company also
issued 150,000 post-split shares of restricted stock as a commission on
the transaction. The Company and the investor have entered into an
escrow agreement for this transaction and all of the shares were issued
into escrow, pending funding. As of October 31, 1999, $1,050,000 of the
$1,500,000 in proceeds has been received by the Company and 2,100,000
of the 3,000,000 shares of restricted common stock held in escrow have
been released to the investor. The balance of funds due are anticipated
to be received by January 31, 2000.
7
<PAGE>
ITEM 2. PLAN OF OPERATION
General
The Company is a development-stage company having not yet completed the
exercise of manufacturing, marketing and selling its sole product, a
vending machine which will cook and dispense French fries (the
"Machine"). The Company has tested the Machine both internally and on
various beta locations since December of 1995. During the period ending
October 31, 1999, the Company entered into the production stage of its
lifecycle, having spent the latter half of fiscal 1998 preparing for
commercial manufacturing through the process of pre-production tooling
and completion of final production design work.
Liquidity and Capital Resources
Since its inception, the Company has had virtually no revenues from
operations and has relied almost exclusively on shareholder loans,
limited distribution deposits and sale of securities to raise working
capital to fund operations. At October 31, 1999 the Company had
approximately $100,102 in cash.
While management currently anticipates that the April 1998 financing
will allow it to complete the Company's initial production run of
machines, no assurances can be given that the Company will be able to
do so. Further, the Company will need to secure additional funds to
allow it to enter into its second production run of machines, in line
with management's current plan of operation. No assurances can be given
that the Company will be able to secure adequate financing from any
source to pursue its current plan of operation, to meet its obligations
or to expand its marketing efforts over the next 12 months. Based upon
its past history, management believes that it may be able to obtain
funding in such manner but is unable to predict with any certainty the
amount and terms thereof. If the Company is unable to obtain needed
funds, it could be forced to curtail or cease its activities.
The Company has, in the past, issued shares of common stock and
warrants to purchase common stock to various parties as payment for
services rendered. The Company intends to continue this practice.
ITEM 3. FORWARD-LOOKING STATEMENTS
When used in this report and in future filings by the Company with the
Commission, in the Registrant's press releases or other public or
stockholder communications, and in oral statements made with the
approval of an authorized executive officer, the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject
to certain risks and uncertainties, including the Company's liquidity
constraints, potential increases in manufacturing costs and delays,
pending litigation, availability of raw materials, competition, demand
for the Machine and other proprietary products, and delays in the
distribution process that could cause actual results to differ
materially from those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The
Company wishes to advise readers that actual
8
<PAGE>
results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current
statements.
The Company does not undertake - and specifically, declines any
obligation - to publicly release the result of any revisions which may
be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 17, 1998, California Food and Vending, Inc. ("CFV") filed a
multi-count law suit in the United States District Court for the
Central District of California alleging that Tasty Fries and its Chief
Executive Officer, Edward C. Kelly had not complied with the parties
prior settlement agreement by failing to sell distributorships,
misrepresenting the Company's financial condition at the time of the
settlement and completing a reverse split of the Company's stock after
the settlement reducing the number of CFV's options to purchase the
Company's stock and increasing the cost of the options. Tasty Fries
countersued California Food & Vending charging that it had breached its
fiduciary responsibility as Tasty Fries' distributor by failing to
market and promote the TFRY French fry vending machine and by
unsuccessfully attempting to introduce its own machine.
On July 12, 1999, the Company and CFV settled the case. Tasty Fries
regained its State of California distributorship which was owned by
California Food & Vending. CFV gave up its rights to share equally in
the first $4,000,000 of international and domestic distributorship fees
to be paid to Tasty Fries when it commences the commercial delivery of
its machines and twenty five percent of all such fees paid to Tasty
Fries after the first $4,000,000. Tasty Fries received a 10% reduction
from $500 per machine to $450 per machine with respect to the royalty
to be paid to CFV on the cost of the machines. CFV received 250,000
shares of the Company's common stock and $1,000,000.
The litigation has been dismissed.
On August 28, 1996, the Company, Edward C. Kelly and Premier Design,
Ltd., were added as defendants to a civil lawsuit in the Riverside
County Branch of the Superior Court of the State of California brought
by Prize Fries, Inc., William Bartfield and Larry Wirth. The suit also
named as defendants approximately 25 other parties, all allegedly
involved, in some manner, in the pursuit of the French fry vending
machine concept and/or business. The case was removed to Federal Court.
The Company successfully moved for dismissal of the claim on behalf of
itself and Mr. Kelly; the case was dismissed on June 2, 1997. The case,
which was removed to Federal Court, has now been remanded by the
Federal Court to the State Court for disposition where it will be
vigorously contested.
ITEM 2. CHANGES IN SECURITIES
None
9
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
See Part II, Item 1. Above
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
In accordance with the requirements of the exchange act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Tasty Fries, Inc.
/s/ Edward C. Kelly
-----------------------------------------
Edward C. Kelly
Date: December 13, 1999 President and Principal Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 100,102
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 195,000
<CURRENT-ASSETS> 295,102
<PP&E> 77,696
<DEPRECIATION> 54,758
<TOTAL-ASSETS> 388,657
<CURRENT-LIABILITIES> 1,965,576
<BONDS> 0
0
0
<COMMON> 24,925
<OTHER-SE> (1,821,844)
<TOTAL-LIABILITY-AND-EQUITY> 388,657
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (3,659,058)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (8,952)
<INCOME-PRETAX> (3,668,010)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,668,010)
<EPS-BASIC> (0.18)
<EPS-DILUTED> 0
</TABLE>
