U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/a
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 033-20344-LA
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THIN FILM BATTERY, INC.
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(Name of Small Business Issuer in its Charter)
COLORADO 84-1077242
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
14251 Chambers Road
Tustin, California 92780
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (714) 730-7900
Check whether the Issuer (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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
March 31, 2000
Common - 51,796,737
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying consolidated balance sheets of O.T.S. Holdings, Inc. and
subsidiary ( development stage company) at March 31, 2000 and December 31
1999, and the consolidated statements of operations for the three months
ended March 31, 2000 and 1999 and the period from November 17, 1998 to March
31, 2000, the consolidated statement of cash flows for the three months
ended March 31, 2000 and 1999, and the period from November 17, 1998 to March
31, 2000, have been prepared by the Company's management and they do not
include all information and notes to the financial statements necessary for a
complete presentation of the financial position, results of operations, cash
flows, and stockholders' equity in conformity with generally accepted
accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.
Operating results for the quarter ended March 31, 2000, are not necessarily
indicative of the results that can be expected for the year ending December
31, 2000.
<PAGE>
<TABLE>
O.T.S. HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
March 31, 2000 and December 31, 1999
<CAPTION>
Mar 31, Dec 31,
2000 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
OTHER ASSETS
Securities - 8,000
License agreement - net of amortization-
Note 3 $ 67,083 $ 68,833
$ 67,083 $ 76,833
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable-license agreement-Note 3 $ 50,000 $ 50,000
Accounts payable 819,960 $ 1,376,486
Accrued interest payable - preferred stock
Note 4 - 396,713
Total Current Liabilities 869,960 1,823,199
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.10 par
value; none issued and outstanding on
March 31; 331,950 on December 31-Note 4 - 33,195
Common stock
100,000,000 shares authorized at no
par value; 51,796,737 issued and
outstanding on March 31; 218,091 on
December 31 51,797 218
Capital in excess of par value (1,306,788) (1,777,612)
Stock subscriptions received-Note 4 456,031 -
Accumulated deficit-Note 5 (3,917) (2,167)
Total Stockholders' Deficiency (802,877) (1,746,366)
$ 67,083 $ 76,833
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
O.T.S. HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
and the Period November 17, 1998 (date of inception) to March 31, 2000
<CAPTION>
Three Months Ended Period
Mar 31, Mar 31, Nov 17, 1998
2000 1999 to Mar 31, 2000
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES 1,750 - 3,917
NET LOSS $ (1,750) $ - $ (3,917)
NET PROFIT (LOSS) PER COMMON
SHARE
Basic $ - $ -
AVERAGE OUTSTANDING
SHARES
Basic 8,758,590 218,091
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
O.T.S. HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999
and the period November 17, 1998 (date of inception) to
March 31, 2000
<CAPTION>
Three Months Ended Period
Mar 31, Mar 31, Nov 17, 1998
2000 1999 to Mar 31, 2000
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $ (1,750) $ - $ (3,917)
Adjustments to reconcile
net loss to net cash
provided by operating
activities
Amortization 1,750 - 2,917
Issuance of common stock
for expenses - - 1,000
Net Cash From (Used)
in Operations - - -
CASH FLOWS FROM INVESTING
ACTIVITIES
- - -
CASH FLOWS FROM FINANCING
ACTIVITIES
- - -
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
Cash at End of Period $ - $ - $ -
NON CASH OPERATING ACTIVITIES
Issuance of 4,983 shares common stock for services - 1996 $ 20,933
Issuance of 5,559,000 shares common stock for payment of debt
and expenses-2000 $ 135,000
Issuance of 46,020,000 shares common stock for all stock of
Thin Film Battery, Inc.-2000 $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
O.T.S. HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,00,000 shares with no par value and authorized preferred stock of
10,000,000 shares with a par value of $0.10. On March 6, 2000 the par value of
the common capital stock was changed to $.001. On January 4, 1988, the name
was changed to "Graystone Ventures, Inc.", and on December 18, 1989 to
"American Jet Holdings, Inc." On June 6, 1991, the name was changed to "O.T.S.
Holdings , Inc" and on April 14, 2000 the name was changed to "Thin Film
Battery, Inc." in connection with the acquisition of a company with the same
name. See note 5
On March 6, 2000 the Company completed a reverse common stock split of 100
shares of outstanding stock for one share and on April 14, 2000 a forward
common stock split of three shares for one share of outstanding stock.
This report has been prepared showing after stock split shares with a par
value of $.001 from inception.
After 1995 the Company ceased all operations, lost its remaining assets, and
became inactive until the acquisition shown in note 5.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On March 31, 2000, the Company had a net operating loss carry forward of
$6,910,195. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and there has been a substantial change in
its stockholders. The loss carryover expires in the years from 2001 through
2021.
On March 31, 2000 the subsidiary had a net operating loss carry forward of
$3,917. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is doubtful since
the subsidiary has no operations. The loss carryover expires in the year
2021.
Financial Instruments
The carrying amounts of financial instruments including the license
agreement, and the accounts payable, are considered by management to be their
estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
Principals of Consolidation
The consolidated financial statements shown in this report excludes the
historical operating information of the parent, OTS Holdings Inc., prior to
March 31, 2000 and includes the historical financial statements of the
subsidiary, Thin Film Battery, Inc. All intercompany transactions have been
eliminated
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
December 31, 1999.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. LICENSE AGREEMENT
On November 1, 1999 the subsidiary, Thin Film Battery, Inc., acquired the
license to manufacture and market a product known as thin film batteries. The
terms of the license purchase was $70,000 of which $20,000 was paid on
completion of the contract. $20,000 will be due on June 1, 2000 and $30,000
due on December 1, 2000, without interest. Royalties will be payable at the
rate of 4% to 5% on sales.
The license is being amortized to expense over ten years.
4. RETIREMENT OF PREFERRED CAPITAL STOCK
During February 2000 the Company completed an agreement to redeem all of the
outstanding preferred capital stock, including the accrued interest payable to
the date of the agreement, by the issuance of 32,876 common shares. On the
date of this report the common shares had not been issued however management
intends to complete the issuance during May 2000.
5. ACQUISITION OF ALL OUTSTANDING STOCK OF THIN FILM BATTERY, INC.
On February 18, 2000, the Company, completed a tentative Agreement and Plan
of Reorganization between the Company, and Thin Film Battery, Inc., which was
finalized on April 6, 2000, in a stock for stock exchange in which the
former stockholders of Thin Film Battery Inc. received 46,020,000 post
split shares of the Company amounting to 99% of the outstanding stock of the
Company.
Following the acquisition the name of the parent "OTS Holdings Inc.", was
changed to "Thin Film Battery, Inc.". For reporting purposes, the acquisition
was treated as an acquisition of the Company by, the subsidiary, Thin Film
Battery Inc. (a reverse acquisition) and a recapitalization of OTS Holdings
Inc. The historical operating statements prior to March 31, 2000 are those of
the subsidiary. Good will was not recognized from the acquisition.
Thin Film Battery, Inc. was organized in the state of Nevada on November 17,
1998, for the purpose of manufacturing and marketing a thin film battery under
a license agreement outlined in note 3.
6. RELATED PARTY TRANSACTIONS
Related parties have acquired 99% of the common stock issued by the Company
after the acquisition shown in note 5.
7. BANKRUPTCY
On April 23, 1997 the Company entered a petition in bankruptcy to clear its
debt, however, on December 23, 1999, the court terminated the petition with
no action because of a no asset report by the trustee.
The debts are being settled as outlined in note 9.
8. GOING CONCERN
The Company has acquired an interest in a business opportunity which, in the
opinion of management, will provide a profit to the Company, however there is
insufficient working capital to pursue the planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year. There can be no assurance that they may be
successful in this effort.
9. SUBSEQUENT EVENTS
Management has completed agreements to issue 19,829 shares of common capital
stock as payment for $606,630 of the accounts payable in the balance sheet.
$24,742 of the debt was assumed by a prior officer as part of an agreement in
which he was issued stock. Management considers the remaining debt of $188,588
to be beyond the statute of limitations and legally uncollectible.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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PRELIMINARY NOTES REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO
BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "1995 ACT").
SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL
FACTORS GOVERN WHETHER ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE
OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD-LOOKING
STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS,
INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE
ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING
INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC,
COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND
MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS
UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY
OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO
ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND
BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE THE COMPANY TO ALTER ITS
MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN
AFFECT THE COMPANY'S RESULTS OF OPERATIONS IN LIGHT OF THE SIGNIFICANT
UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, THE
INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY
THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY
WILL BE ACHIEVED.
At this time, the Company is assessing which segments of this $34
Billion (1997) market are the most appropriate entry points for the
proprietary Thinfilm technology.
Simultaneously, the Company is assembling a capital budget for
battery production.
To date, the Company is holding discussions with potential major
customers, and utilizing this information to refine the Company's plan.
The Company has laid out a five phase program for the achievement of
production. Phase one of this program was initiated in April of the year
2000, capping a research and development program that extends back at least
five years.
Continuation of the Company as a going concern in dependent upon
obtaining the working capital necessary for its planned activity. The
management of the Company has developed a strategy, which they believe can
obtain the needed working capital through additional equity funding and long
term debt that will enable the Company to continue operations for the coming
year.
The thin film battery is a solid state thin film lithium and lithium-
ion battery that is less than 15 micrometers thick (less than 0.006"). These
batteries have been developed from a decade of research by Dr. John Bates,
President and Chief Technical Officer of the Company. The batteries can be
deposited directly onto chips or chip packages in any share or size, and they
can be recharged thousands of times. When fabricated on plastics or thin
metal foils, they are quite flexible. The batteries have a wide range of uses
as power sources for consumer products such as nonvolatile memory (CMOS)
backup, smart cards and sensors and medical products such as implantable
defibrilators and neural simulators.
Thinnest physical structure that has ever been made by mankind.
No other battery will withstand 280 degrees centigrade.
Unlimited applications.
Nearly unlimited recharge cycles.
Could dominate a $50 Billion worldwide market. It is estimated
that by 2002, the world battery market could exceed $100 billion.
Completely safe and environmentally friendly.
Long shelf life; no measurable change after years of storage.
Thin film lithium and lithium ion batteries are ideally suited for a
variety of applications where power source is needed. They can be
manufactured in any shape and size to meet the requirements of specific
applications, and they can be fabricated directly onto chips, chip carriers or
multichip module packages. By using the available space on a ceramic package
or even a silicon die, the battery can provide the power required but occupy
otherwise wasted space and add negligible mass. Applications will include:
1. Consumer Electronics:
Computer memory backup;
Cell phones and electronic information equipment;
Radio frequency identification tags;
Smart Cards;
PCMC cards;
Distributed power for electronics;
Personal hazardous gas monitors;
MEMS-Microelectronmechanical systems, for example,
micron sized valves and pumps.
2. Implantable Medical Devices:
Defibrillators;
Neural Stimulators;
Pacemakers;
Drug delivery systems.
3. Government Applications:
Unattended Miniature Sensors;
RF Identification tags (troop location);
Covert applications;
MEMS: Mobile insect sized devices for covert
operations.
Results of Operations.
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The Company has had no operations during this reporting period.
Cash assets were $0. Total current liabilities were $869,960 for
the quarter ended March 31, 2000.
Liquidity.
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The Company had no cash during the quarter ended March 31, 2000.
The Company will need additional working capital to finance its planned
activity.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
Effective March 2, 2000, the Company effected a reverse split of its
outstanding securities on a basis of 100 for one, while retaining the present
authorized capital, with appropriate adjustments to the capital accounts of
the Company. All computations herein take into account this reverse split.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the two previous calendar years which are covered by the Financial
Statements accompanying this Report.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-KSB Annual Report for the year ended December 31, 1999,
which is incorporated herein by reference.
Exhibits:
10 Tentative Agreement
(b) Reports on Form 8-K.
8-K Current Report dated January 6, 2000, which is incorporated
herein by reference.
8-K Current Report dated April 7, 2000, which is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
THIN FILM BATTERY, INC.
Date: 5/22/2000 By/s/John B. Bates
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John B. Bates
President and Director
