================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-QSB/A
----------
AMENDMENT NO. 4
[X] QUARTERLY REPORT
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 2000
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
incorporation or organization Identification No.)
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 April 30, 2000: 31,004,011 shares of common stock were outstanding.
================================================================================
<PAGE>
FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
ASSETS
April 30, January 31,
2000 2000
------------ ------------
(Unaudited)
Current assets:
Cash $ 191,090 $ 10,703
Prepaid expenses 5,000 --
------------ ------------
Total current assets 196,090 10,703
------------ ------------
Property and equipment, net 17,463 20,258
------------ ------------
$ 213,553 $ 30,961
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 697,526 $ 773,576
Shareholder loan payable 924,000 900,000
------------ ------------
Total current liabilities 1,621,526 1,673,576
------------ ------------
Unearned revenue 440,000 320,000
------------ ------------
Stockholders' deficiency:
Common stock, $.001 par value;
authorized 50,000,000 shares;
issued and outstanding 30,004,011
shares at April 30, 2000 and
27,719,011 at January 31, 2000 31,004 28,719
Additional paid-in capital 20,807,097 19,174,832
Deficit accumulated in development stage (22,686,074) (21,706,166)
------------ ------------
(1,847,973) (1,962,615)
------------ ------------
$ 213,553 $ 30,961
============ ============
See notes to financial statements 1
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(Unaudited)
Cumulative
Since
Inception 2000 1999
------------- ----------- -----------
<S> <C> <C> <C>
Revenues $ $ $
------------ ----------- -----------
Costs and expenses:
Research, machine and product development 2,844,286 169,951 6,431
Selling, general and administrative 18,150,086 769,457 578,591
------------ ----------- -----------
20,994,372 939,408 585,022
------------ ----------- -----------
Net loss before other income (expense) (20,994,372) (939,408) (585,022)
Other income (expense):
Interest income 21,274
Interest expense (1,727,976) (40,500)
Forfeited distributor deposits 15,000 -- --
------------ ----------- -----------
(1,691,702) (40,500) --
------------- ------------ -----------
Net loss $(22,686,074) $ (979,908) $ (585,022)
============ =========== ===========
Basic loss per share of common stock $ (0.03) $ (0.03)
=========== ===========
Weighted average shares outstanding 28,505,746 18,870,145
============ ===========
</TABLE>
See notes to financial statements 2
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO APRIL 30, 2000
Total
Common Paid in Accumulated Stockholder
Stock Capital Deficit Equity
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, February 1, 1991 $ 157,307 $ (156,307) $ 1,000
Issued 1,114,679 shares for note conversion 11,147 113,853 125,000
Net loss for the year ended January 31, 1992 $ (198,425) (198,425)
----------- ----------- ----------- -----------
Balance, January 31, 1992 168,454 (42,454) (198,425) (72,425)
Sold 4,275,000 shares 42,750 457,250 500,000
Issued 150,000 shares for services 1,500 36,000 37,500
Net loss for the year ended January 31, 1993 (773,304) (773,304)
----------- ----------- ----------- -----------
Balance January 31, 1993 212,704 450,796 (971,729) (308,229)
Issued 7,600,000 shares 76,000 464,000 540,000
Issued 220,000 shares for services 2,200 2,200
Redeemed 3,145,000 shares (31,450) 31,450
Net loss for the year ended January 31, 1994 (658,820) (658,820)
----------- ----------- ----------- -----------
Balance January 31, 1994 259,454 946,246 (1,630,549) (424,849)
Issued 3,129,999 shares 31,300 547,950 579,250
Issued 2,151,622 shares for services 21,516 121,294 142,810
Issued 1,000,000 shares for litigation settlement 10,000 460,000 470,000
Net loss for the year ended January 31, 1995 (2,148,933) (2,148,933)
----------- ----------- ----------- -----------
Balance, January 31, 1995 322,270 2,075,490 (3,779,482) (1,381,722)
</TABLE>
See notes to financial statements 3
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO APRIL 30, 2000
Total
Common Paid in Accumulated Stockholder
Stock Capital Deficit Equity
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, January 31, 1995 $ 322,270 $ 2,075,490 $(3,779,482) $(1,381,722)
Issued 21,815,000 shares 218,150 1,054,350 1,272,500
Issued 6,733,502 shares for services 67,335 381,880 449,215
Issued 625,000 shares for loan conversion 6,250 43,750 50,000
Issued 1,000,000 shares for repurchase of
distributorship 10,000 90,000 100,000
Reverse stock split (620,855) 620,855
Net loss for the year ended January 31, 1996 (1,384,488) (1,384,488)
----------- ----------- ----------- -----------
Balance, January 31, 1996 3,120 4,266,355 (5,163,970) (894,495)
Issued 1,455,000 shares 1,455 1,506,045 1,507,500
Issued 125,000 shares for services 125 324,875 325,000
Net loss for the year ended January 31, 1997 (2,172,260) (2,172,260)
----------- ----------- ----------- -----------
Balance, January 31, 1997 4,700 6,097,275 (7,336,230) (1,234,255)
</TABLE>
See notes to financial statements 4
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO APRIL 30, 2000
Total
Common Paid in Accumulated Stockholder
Stock Capital Deficit Equity
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Balance, January 31, 1997 $ 4,700 $ 6,097,275 $(7,336,230) $(1,234,255)
Issuance of 1,500,000 shares for
non-recurring compensation 1,500 1,029,750 1,031,250
Issuance of 167,083 shares 167 80,650 80,817
Issuance of 955,000 shares for services 955 1,317,545 1,318,500
Issuance of 43,750 shares for litigation settlement 44 54,644 54,688
Issuance of 700,000 shares for convertible notes 700 566,979 567,679
Issuance of 452,772 shares for repayment
of notes payable 452 523,587 524,039
Issuance of 120,000 shares for repayment
of notes payable officer/director 120 175,830 175,950
Net loss for the year ended January 31, 1998 (5,074,155) (5,074,155)
------------ ------------ ------------ -----------
Balance, January 31, 1998 8,638 9,846,260 (12,410,385) (2,555,487)
Issuance of 2,251,307 shares 2,252 1,299,526 1,301,778
Issuance of 5,586,150 shares for convertible notes 5,586 3,129,504 3,135,090
Issuance of 42,704 shares for interest
on convertible notes 43 26,385 26,428
Issuance of 1,226,815 shares for services 1,227 490,652 491,879
Issuance of 250,000 shares for repurchase
of distributorship 250 124,750 125,000
Net loss for the year ended January 31, 1999 (3,512,124) (3,512,124)
------------ ------------ ------------ -----------
Balance, January 31, 1999 17,996 14,917,077 (15,922,509) (987,436)
</TABLE>
See notes to financial statements 5
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD OCTOBER 18, 1985 (INCEPTION) TO APRIL 30, 2000
Total
Common Paid in Accumulated Stockholder
Stock Capital Deficit Equity
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Balance, January 31, 1999 $ 17,996 $14,917,077 $(15,922,509) $ (987,436)
Issuance of 3,789,000 shares 3,789 1,624,291 1,628,080
Issuance of 250,000 shares for litigation settlement 250 124,750 125,000
Issuance of 6,184,405 shares for service 6,184 2,799,214 2,805,398
Issuance of 500,000 shares for repurchase
of distributorship 500 249,500 250,000
Net loss for the year ended January 31, 2000 (5,783,657) (5,783,657)
----------- ----------- ------------- ------------
Balance, January 31, 2000 28,719 19,714,832 (21,706,166) (1,962,615)
Issuance of 1,775,000 shares 1,775 853,075 854,850
Issuance of 510,000 shares
for services 510 239,190 239,700
Net loss for three months (979,908) (979,908)
----------- ----------- ------------- ------------
Balance, April 30, 2000 $ 30,004 $20,807,097 $(22,686,074) $(1,847,973)
=========== =========== ============= ============
</TABLE>
See notes to financial statements 6
<PAGE>
<TABLE>
<CAPTION>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(Unaudited)
Cumulative
Since
Inception 2000 1999
------------- ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(22,686,074) $ (979,908) $ (585,022)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 297,089 2,796 22,890
Common stock issued for services 6,871,613 239,700 60,000
Stock purchase discount 1,035,602 254,850 176,500
Common stock issued for interest on convertible notes 1,129,196
Common stock issued for repurchase of distributorships 250,000
Accrued interest on notes and convertible notes payable 398,577
Common stock issued for litigation settlement 649,689
Changes in assets and liabilities:
Other assets (5,000) (5,000) 64,560
Accounts payable and accrued expenses 697,526 (76,051) (200,012)
Unearned revenue 565,000 120,000 --
------------ ------------ ------------
Net cash used by operating activities (10,796,782) (443,613) (461,084)
------------ ------------ ------------
Cash flows from investing activities:
Purchase of furniture and equipment (77,695) (7,519)
Loan costs (236,856) -- --
------------ ------------ ------------
Net cash used used by investing activities (314,551) -- (7,519)
------------ ------------ ------------
Cash flows from financing activities:
Issuance of common stock 7,505,173 600,000 600,000
Proceeds from convertible notes payable 2,600,000
Note payable, current 1,117,250 24,000
Officer/director notes 80,000 -- --
------------ ------------ ------------
Net cash provided by financing activities 11,302,423 624,000 600,000
------------ ------------ ------------
Net increase in cash 191,090 180,387 131,397
Cash, beginning balance 10,703 66,394
------------ ------------ ------------
Cash, ending balance $ 191,090 $ 191,090 $ 197,791
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 0 $ 0 $ 0
============ ============ ============
Supplemental disclosure of non-cash financing activities:
Issuance of common stock for services $ 6,871,613 $ 239,700 $ 60,000
============ ============ ============
Issuance of common stock for conversion of note payable $ 2,675,000
============
Issuance of common stock for repurchase of distributorship $ 475,000
============
Issuance of common stock for litigation settlement $ 649,689
============
Accrued interest on notes payable $ 398,577
============
</TABLE>
See notes to financial statements 7
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(Unaudited)
Note 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 three months ended April 30, 2000
are not necessarily indicative of the results that may be expected for
the year ended January 31, 2001. 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, 2000.
Note 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 April 30,
2000 totaling $2,844,286. The Company is currently in the process of
completing its first 25 machines. The costs associated with the
production of the machines have 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.
Note 3. Issuance of common stock:
The Company issued an aggregate of 2,285,000 shares during the quarter
ended April 30, 2000. 1,775,000 shares were sold in private placements
by the Company and 510,000 shares were issued in payment of services.
The Company issued an aggregate of 2,200,000 shares during the quarter
ended April 30, 1999. 1,900,000 shares were sold in private placements
by the Company and 300,000 shares were issued in payment of services.
8
<PAGE>
TASTY FRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(Unaudited)
Note 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 April 30, 2000 $1,250,000
of the $1,500,000 in proceeds has been received by the Company and
2,500,000 of the 3,000,000 shares of restricted common stock held in
escrow have been released to the investor. The balance of funds due
have not been received as of the date of this filing.
9
<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 April 30, 2000, the Company entered into the production stage
of its lifecycle, having spent the latter half of fiscal 1999
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 April 30, 2000 the Company had
approximately $191,090 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
This report contains certain forward-looking statements with respect
to the future performance of the Company that involve risks and
uncertainties. Various factors could cause actual results to differ
materially from those projected in such statements. These factors
include, but are not limited to, the Company's lack of meaningful
revenues, its significant and continuing losses, its significant
capital requirements, the uncertainty of its ability to implement its
plan of operation and other factors discussed herein and in the
Company's other filings with the Securities and Exchange Commission.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In May 1991, the Company entered into a joint venture agreement with
California Food & Vending ("CFV"), another vending and food service
company with a high interest in the research and development of a
French fry vending machine. The companies planned to work together in
the manufacturing and marketing of a French fry machine. Disputes
arose between the parties, litigation was instituted by CFV and in
July 1999 the disputes were settled and the litigation dismissed.
Pursuant to the settlement agreement, the Company regained our
distributorship rights for the State of California; agreed to pay CFV
the sum of $1,000,000, which has been paid; issue 250,000 shares of
our common stock to CFV; and CFV will receive $350 for each of the
first 500 machines produced and $450 thereafter and $.25 for each
pound of potato product sold by Tasty Fries.
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 Frize, 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 dismissal was reversed on appeal by the Federal Court and
the case was remanded to State Court. The plaintiffs' claim against
Tasty Fries was severed. The claims against Edward C. Kelly and
Premier Design, Ltd. were dismissed. The claim brought by Prize Frize
asserts that the Company has usurped its trade secrets by developing a
French fry vending machine, which utilizes the Basic American Food
potato product. The Company denies the allegations and is vigorously
defending the litigation. It is the opinion of the Company's counsel
that Prize Frizes' lawsuit lacks merit and that the Company will
prevail.
ITEM 2. CHANGES IN SECURITIES
The Company issued 160,000 unregistered shares of its common stock in
payment of services rendered to the Company by third parties.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
<PAGE>
ITEM 5. OTHER INFORMATION
See Part II, Item 1. Above
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURES
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: January 18, 2001 President and Principal Financial Officer
