U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 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
--- --- --- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding as of June 30, 2000
Common stock , $0.001 51,851,384
<PAGE>
INDEX
Page
PART I. Number
ITEM 1. Financial Statements (unaudited) 3
Consolidated Balance Sheets 4
June 31, 2000 and December 31, 1999
Consolidated Statements of Operations
For the three and six months ended June 30, 2000 5
and 1999 and the period from November 17, 1998
to June 30, 2000
Consolidated Statements of Cash Flows
For the six months ended June 30, 2000 and 1999 6
and the period from November 17, 1998 to June 30
2000
Notes to Financial Statements 7
ITEM 2. Plan of Operations 10
PART II
ITEM 1. Changes in Securities 10
Signatures 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying consolidated balance sheets of Thin Film Battery, Inc. and
subsidiary ( development stage company) at June 30, 2000 and December 31
1999, and the consolidated statements of operations for the three and six
months ended June 30, 2000 and 1999 and the period from November 17, 1998 to
June 30, 2000, the consolidated statement of cash flows for the six months
ended June 30, 2000 and 1999, and the period from November 17, 1998 to June
30, 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 June 30, 2000, are not necessarily
indicative of the results that can be expected for the year ending December
31, 2000.
<PAGE>
<TABLE>
THIN FILM BATTERY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 2000 and December 31, 1999
<CAPTION>
Jun 30, Dec 31,
2000 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 80,361 $ -
Total Current Assets 80,361 -
EQUIPMENT-Net of accumulated depreciation 38,283 -
OTHER ASSETS
License agreement - net of amortization-
Note 3 $ 65,333 $ -
$ 183,977 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable-license agreement-Note 3 $ 30,000 $ -
Note payable-demand no interest-related party 201,100 -
Accounts payable 29,054 $ 950
Total Current Liabilities 260,154 950
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.10 par
value; none issued and outstanding - -
Common stock
100,000,000 shares authorized at $0.001
par value; 51,851,384 issued and
outstanding 51,851 51,851
Capital in excess of par value (32,801) (52,801)
Accumulated deficit-Note 4 (95,227) -
Total Stockholders' Deficiency (76,177) (950)
$ 183,977 $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
THIN FILM BATTERY INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2000 and 1999
and the Period November 17, 1998 (date of inception) to June 30, 2000
<CAPTION>
Three Months Six Months Period
Jun 30, Jun 30, Jun 30, Jun 30, Nov 17, 1998
2000 1999 2000 1999 to Jun 30, 2000
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 92,310 - 95,227 - 95,227
NET LOSS $ (92,310) $ - $(95,227) $ - $ (95,227)
NET PROFIT (LOSS) PER COMMON
SHARE
Basic $ - $ -
AVERAGE OUTSTANDING
SHARES
Basic 51,851,384 51,851,384
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
THIN FILM BATTERY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2000 and 1999
and the period November 17, 1998 (date of inception) to
June 30, 2000
<CAPTION>
Jun 30, Jun 30, Nov 17, 1998
2000 1999 to Jun 30, 2000
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $(95,227) $ - $(95,227)
Adjustments to reconcile
net loss to net cash
provided by operating
activities
Depreciation and
amortization 6,084 - 6,084
Changes in accounts
payable 28,104 - 28,104
Net Cash From (Used)
in Operations (61,039) - (61,039)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of equipment (39,700) - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Payment on note payable-
license (20,000) - (20,000)
Proceeds of note payable-
related party 201,100 - 201,100
Net Increase in Cash 80,361 - 80,361
Cash at Beginning of Period - - -
Cash at End of Period $80,361 $ - $ 80,361
</TABLE>
The accompanying notes are an integral part of these financial statements.
THIN FILM BATTERY, INC. AND SUBSIDIARY
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 June 30, 2000, the Company had a net operating loss carry forward of
$5,722,527. 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 June 30, 2000 the subsidiary had a net operating loss carry forward of
$95,227. 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.
<PAGE>
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.
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 and $20,000 was paid on June 1, 2000. The balance
of $30,000 is 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.
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.
These financial statements have been prepared as if the acquisition had been
completed on December 31, 1999 including the issuance of the common stock in
connection with the acquisition and therefore the December 31, 1999 financial
statements have been restated.
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.
5. RELATED PARTY TRANSACTIONS
Related parties have acquired 99% of the common stock issued by the Company
after the acquisition shown in note 4.
6. ISSUANCE OF COMMON STOCK
During January through June 2000 the Company issued the following restricted
shares of common capital stock:
Issued 839,875 shares for services
Issued 4,740,796 shares for payment of debt of $1,180,021
Issued 46,020,000 shares for the acquisition of all outstanding stock of
"Thin Film Battery"
Issued 32,976 shares for the retirement of 200,234 preferred shares and its
accrued interest payable
7. CONTINGENT LIABILITIES
During June 2000 the Company canceled 128,326 shares of its preferred stock,
and its accrued interest payable, and returned the assets originally received
because of misrepresentation.
The Company wrote off $89,017 of its debt because management considers it to
be beyond the statute of limitations and legally uncollectible.
<PAGE>
Item 2. Plan of Operations.
Thin Film Battery, Inc. (subsidiary) 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 of the financial
statements. The following comments outline the activity of the subsidiary, as
the parent has not operations.
Results of Operations.
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During the second quarter ended June 30, 2000, the Company restructured to
meet the business and marketing requirements of its business plan objectives.
The Company focused on organizing, staffing and equipping its research and
development center and establishing marketing and administrative support
functions. No revenue was generated during this period.
The Company established a research and development center in Atlanta Georgia
and the expenses paid for this quarter were primarily for salaries and
recruiting fees in connection with that activity.
Liquidity and Capital Resources.
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The Company will need additional working capital to be successful in its
planned activity and plans to increase it cash resources through a future
private placement of stock. However, there can be no assurance that the
Company will be successful in this effort..
PART II
Item 2. Changes in Securities.
During January through June 2000 the Company issued the following restricted
shares of common capital stock:
Issued 839,875 shares for services
Issued 4,740,796 shares for payment of debt of $1,180,021
Issued 46,020,000 shares for the acquisition of all outstanding stock of
"Thin Film Battery"
Issued 32,976 shares for the retirement of 200,234 preferred shares and its
accrued interest payable
During June 2000 the Company canceled 128,326 share of its preferred stock,
and its accrued interest payable and returned the assets originally received
because of misrepresentation.
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 there unto duly authorized.
THIN FILM BATTERY, INC.
By/s/Richard A. Hahn
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Richard A. Hahn
President
August 15, 2000
