U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1999
Commission File No. 0-29625
INTERNATIONAL THERMAL PACKAGING, INC.
A California Corporation EIN: 95-4029019
6730 San Fernando Road
Glendale, CA 91201 (818-637-8572)
Securities to be registered under Section 12(g) of the Act:
$ 0.001 Par Value Common Shares
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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 No X .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K [X]
State the aggregate market value of the voting stock held by non
affiliates of the Registrant: There is no current market for the
Registrant's common stock.
The number of shares outstanding of the Registrant's $0.001 par value
common stock, its only class of equity securities as of January 31,
1999 was 15,853,549 shares.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(1) International Thermal Packaging, Inc. ("ITP") is
primarily a research and development company that has
concentrated its efforts on the development and exploitation
of self-cooling and self-heating technologies for the food
and beverage industry.
In August, 1992, Charles Yeiser replaced Dennis Thomas
as President and CEO of ITP. ITP continued its development
efforts for a few months, but Yeiser was unable to continue
ITP's R&D or business operations.
At the end of FY 1993 (1/31/93), the Company had two
contractual matters pending, one with Jantar Corporation,
renamed ITP Thermal Packaging, Inc., a Canada corporation
(ITP Canada), and one with Florida Thermal Packaging, Inc.
(FTP). ITP Canada, a former licensee of ITP, had entered
into a settlement agreement with ITP. The settlement
agreement had been modified several times, but ITP Canada
failed to provide the promised consideration or to
perform. FTP was still a licensee of ITP, but had also
failed to make certain payments and comply with other
provisions of its license agreement.
By early 1993, Yeiser closed the company's offices and
terminated all of its employees. From early 1993 through
early 1997, the company was essentially dormant.
In March, 1997, a meeting of our shareholders was held,
and Dennis Thomas was elected President and CEO. Under Mr.
Thomas's direction, we began business operations after 4
years of virtual inactivity. We filed all of our back
federal and state tax returns, which had not been filed from
1993 to 1996. We were restored to active, non-delinquent
status with the State of California. Mr. Thomas addressed
our product development and marketing plans.
Under Mr. Thomas, the Company also had to address issues
created by the Company's earlier product development and
marketing plans, and by the contractual matters pending at
the end of FY 1993.
We determined that ITP Canada had never performed or
provided any consideration, and deemed the contract with ITP
Canada void for lack of performance and failure of
consideration. We tried to contact former president Yeiser
and FTP to determine whether FTP had continued to perform
under its license agreement. Neither Yeiser nor FTP would
communicate with new management. We could not find any
indication that FTP had performed under its license agreement
or had continued to act as a licensee.
In July, 1997 we contracted with Futech Corp. ("Futech")
as a strategic business partner. Futech agreed to take on
marketing responsibilities, while we focused on technical
issues. Under the Futech agreement, Futech received the
exclusive worldwide right to sublicense sales territories and
grant manufacturing rights involving our technology. Under
this agreement we receive a percentage of both initial
license fees and subsequent royalty payments received by
Futech.
During the second half of 1997, Mr. Thomas revisited
our concepts and technology which we had developed between
1988 and 1991. The most important review was of the self-
cooling technology for beverage containers, due to its great
potential market. The basic concepts of physics and
chemistry embodied in our old technology remained valid and
served as the basis for products with tremendous market
potential.
Our old technology and patents had certain flaws and
limitations. Mr. Thomas determined that a two-pronged
approach would be necessary for us to develop commercially
viable self-cooling beverage containers. We needed:
1) to develop new self-cooling technology and patents,
including new and different approaches to many of the issues
presented by a self-cooling device; and
2) to enlist outside technical resources. Outside
resources were needed due to the sophisticated and complex
nature of many of the issues involved in reducing our
original concepts to practical applications. These
applications required more technical expertise and more
specialized testing and prototyping equipment than we had in
the past or would be able to obtain in house at a reasonable
cost.
In late 1997, Mr. Thomas contacted the National
Renewable Energy Laboratory ("NREL"), a research laboratory
in Golden, Colorado, which is part of the United States
Department of Energy. Mr. Thomas knew that NREL had a number
of scientists and engineers who had specialized expertise in
several areas critical to the development of a self-cooling
beverage can insert. In early 1998, NREL contracted with us
to undertake further development of the self-cooling concepts
and development of new technology and approaches which would
lead to a commercially viable product.
During 1998, NREL made significant advances in the self-
cooling technology and expanded the knowledge base on
which to continue further development.
In November, 1998, we were sued by Tempra Technology,
Inc., a former licensee, known as Florida Thermal Packaging,
Inc. when it was an ITP licensee. In December, 1998, we
responded and counterclaimed against both Tempra and Charles
Yeiser, ITP's former president. At the end of FY 1999, the
action was pending. (See next section, discussing business
during FY 2000, for a discussion of the resolution of the
litigation.)
GENERAL DESCRIPTION OF BUSINESS DURING FY 1999 AND
SUBSEQUENT EVENTS.
During the fiscal year ended January 31, 1999
And subsequently we worked to commercialize our self-cooling
technology and advance our self-heating technology while
concentrating on our core capabilities - technical expertise
and product development. Under the ITP-Futech agreement, we
are relying on Futech to market the technologies. Our
primary business operations consist of continued research and
development, working with outside engineers and
internationally recognized research laboratories to
commercialize the technology, and providing technical support
to Futech's marketing. Futech is currently in discussion with
major companies around the world for sublicenses.
The marketing strategy is to generate
royalties from the technologies through territorial license
agreements of two types -- sales rights and manufacturing
rights. In major markets, the license agreements are
expected to be with can manufacturers, beverage companies,
and food companies. In smaller markets, the license
agreements may be with companies that are suppliers to the
can industry or food and beverage industry.
Production rights and sales rights are being
licensed separately, although the same licensee may hold both
production and sales rights in a given territory.
Similarly, self-cooling and self-heating rights may be
licensed either separately or together. For each license, an
initial license fee payment is required, in addition to
royalty payments. ITP and Futech each participate in both
the initial license fees and the royalties. The initial
license fee is non-refundable. Due to the size of the United
States market, as compared to foreign countries, there are no
present plans to grant exclusive licenses for any United
States rights, but rather to grant a number of non-exclusive
manufacturing and sales licenses.
Typical screening criteria for licensees require that
they be companies in the food processing or packaging
industries with technical and financial resources and market
position. Potential licensees must demonstrate a commitment
to achieving rapid introduction of the licensed products
technology into the marketplace and possess a high degree of
expertise and skill in the business of distributing and
marketing the licensed products. Furthermore, manufacturing
licensees must demonstrate the expertise and capability to
manufacture self-cooling and/or self-heating devices in large
quantities.
The criteria for licensees generally include a verified
net worth of $10 million, ties to the food/beverage packaging
industry, and existing marketing and/or manufacturing
capabilities. Under the licensee performance criteria, we
retain the right to approve Futech's sublicensing agreements.
One of the objectives of the Futech-ITP marketing
program is to complete current option/license agreements and
negotiations with U.S. and international companies interested
in the self-cooling and self-heating technology, and to
initiate and complete additional agreements. The anticipated
revenue from licensing fees for the current fiscal year is
discussed below under finances.
The Company's long-term goal is to be the industry
leader in the development of self-cooling and self-heating
devices and applications, for the food industry, and later
for other industries. Furthermore, we intend to pursue an
aggressive program of continuing product research and
development to ensure that the Company's technology remains
on the "leading edge."
During the fiscal year ended 1/31/2000, we continued to
work on research and development related to a self-cooling
can beverage. We continued to work with NREL. In mid-1999,
an additional research laboratory was added to the
development team. This organization known as Battelle
Institute, is a large, not-for-profit consulting firm which
is one of the companies that administers NREL for the U.S.
Department of Energy. Battelle contracted with us to design
and assist in the design of commercially viable self-cooling
beverage can devices.
In May, 1999, Futech signed a sublicense with a
distributor for the sales rights to Canada. In June, 1999,
Futech signed a sublicense with a can manufacturing company
for the sales rights and manufacturing rights to Western
Europe and selected adjacent countries.
In October, 1999, the lawsuit involving ITP, Tempra and
Yeiser was settled. The terms of the settlement agreement
are confidential. While details may not be disclosed, it is
pertinent to our future business that the ITP-Futech
relationship remains undisturbed, and no outside entity has
any claims on any of our existing technical developments,
from 1997 to the present and in the future.
In November, 1999 ITP and Futech began negotiations
with TLMM, a consulting group, to work out an agreement under
which ITP and Futech would be merged into a new company and
TLMM would take responsibility for a high dollar volume
initial public offering by the new company. The prospective
agreement was close to finalization at the end of FY 2000.
Under the prospective agreement, the ITP-Futech agreement
would be superseded and the marketing and research and
development activites of Futech, ITP and TLMM would be
coordinated by a committee including representatives of all
three companies.
We have not been involved in any reorganization, merger
or bankruptcy. We do not anticipate any material acquisition
of plant, equipment or capacity thereof in the upcoming
fiscal year.
There are no anticipated material changes in number of
employees in various departments such as research and
development, production sales or administration. The company
anticipates adding one to three employees at the corporate
management level, to deal with corporate matters related to
the planning and implementation of a public offering of the
company's stock and the exploitation of new technology under
development.
Our financial information is presented in the audited
Financial statements filed with this report. There has been
no change to the internal structure of the company that has
an impact on financial reporting of the company's business.
We are currently a development stage enterprise with
limited operating results to date. The primary source of
revenue is expected to be from licensing and sublicensing
agreements, pertaining primarily to our self-cooling
technology. Ordinarily, we and our licensee, Futech,
require an initial payment with licensing and
sublicensing agreements. Subsequent payments from
licensees and licensees are on royalties from product sales.
Revenue has been realized from initial licensing fees payable
by Futech. Revenue has also been realized from our share of
initial sublicensing fees payable through Futech.
During the fiscal years ended 1/31/1998 and 1/31/1999,
we had no operating revenues. Operating capital was raised
through sale of stock in a private placement.
THE BEVERAGE INDUSTRY MARKET
Our self-cooling technology represents an extraordinary
technological advancement that creates tremendous
opportunities within the worldwide beverage industry. The
device promises not only added convenience for the consumer
but also provides a basis for developing entirely new market
segments and changing certain distribution channels.
The major segments of the beverage industry are soft
drinks, beer and ale, fruit juice and drinks, bottled water,
wine, and spirits. The profitability for each segment in the
beverage market depends heavily on the packaging. How easily
and profitably the technology can be adapted to the product
packaging will reflect our impact on the market. We are
exploring all segments of the beverage market since each
segment holds unique requirements for implementing the self-
chilling technology in existing packages.
Since soft drinks and beer dominate the packaged
beverage market, these segments currently offer the greatest
opportunity for the application of our cooling technology.
According to the 1996 Beverage Directory, 52.2 billion
dollars retail of beer were consumed in the U. S. in 1996.
This figure translates into 22.1 gallons of beer per person.
Even more staggering is the fact that more than 13 billion
gallons of soft drinks or 53.4 gallons per person were
consumed in the U.S. in 1996.
We anticipate large and rapidly growing markets in the
domestic and international markets for beer and soft drinks
in self-cooling containers. Manufacturers and retailers who
market canned beer and soda with the self-cooling device can
expect growth in their own sales due to the convenience of
having "the drink that chills itself." Retailers will also
appreciate having to make less capital expenditures on
equipment to chill the beverages.
A variety of packaging materials and technologies are
currently used within the beverage industry. These include
cans, returnable and non-returnable glass bottles, plastic
bottles, cardboard containers, and bulk containers. The use
of cans is growing and now accounts for approximately 45% of
soft drink sales and 67% of beer sales in the U.S. market.
There are several value added elements in the beverage
industry including beverage manufacturing, bottling,
distribution, cooling, and service. Currently, the cooling
step is performed in conjunction with the service phase and,
consequently, the cooling profits accrue to retailers. The
consumer will pay the convenience store owner more than a few
more cents just for keeping their beverages chilled. We
intend to capitalize on the consumer's preference for chilled
beverages and position ourself to obtain royalties as canners
and beverage manufacturers obtain cooling profits.
Beverages are presently marketed through many different
distribution channels around the world. These channels
include restaurants and bars selling from bulk packages,
retail food/beverage stores such as supermarkets and liquor
stores, convenience stores, discount merchants, vending
machines, and caterers and street vendors.
The cooling profits are obviously greater for caterers,
street vendors, and vending machines where the product is
chilled and ready for direct consumption. In contrast, a
regular grocery store that has hundreds of six-packs sitting
on its shelves at room temperature will not be earning
cooling profits. In addition to expanding the channels which
normally earn cooling profits and obtaining royalties for
doing so, we are seeking to add such profits to distribution
channels like supermarkets and retail stores. While our
self-cooling unit does add a significant cost to a canned
beverage, this incremental increase would be more than offset
by the increase in consumer convenience and the elimination
of downstream refrigeration costs. It currently costs a
$.01/day to keep a can cool in a vending machine.
The market dimensions of the beverage industry are
staggering. The number one product sold in the world is a
Coke! In the U. S., annual per capita consumption of all
types of beverages exceeds 56 gallons and has been projected
to rise to 60 gallons by the end of the 1990s. Packaged soft
drinks and beer account for approximately 70% of all beverage
consumption, including water. In 1996, 61.2 billion beverage
cans and 31.4 billion beer cans were shipped.
In the U. S., sales of packaged beverages continue to
increase both on a per capita basis and in absolute terms
albeit at a somewhat slower pace than in the past. The U. S.
market is generally presumed to have matured far more than
worldwide markets and suggests that the potential for future
worldwide growth is substantial.
While a number of different shapes and sizes of
packages have been introduced, the 12 oz. can and bottle are
the most prevalent. Multipacking and repackaging done in
greater quantities has continued to help the growth of the
can. The Can Manufacturers Institute has concluded that
multipacks can particularly influence sales in convenience
stores which have traditionally been a single can market.
In addition to the continued growth in per capita
consumption rates, the anticipated increase in recycling
pressures suggests that the can segment will experience a
substantially greater rate of growth. Aluminum can recycling
rates in the U.S. have increased to 60%. The Can
Manufacturers Institute is aiming for 75% nationwide
recycling by year end 1998. Legislation against non-
recyclable cans and bottles continues to be an important
issue in beverage packaging. Cans are an attractive form of
packaging for a number of other reasons besides recycling:
1) Cans are easier to carry than bottles and are not
breakable.
2) Cans are perceived by the consumer to be safe and
free from contamination.
3) While bottles and cans earn about the same gross
margins, cans are much easier for retailers and
wholesalers to handle and store. Because of their
stackability and compact shape, cans are more cube efficient.
When compared to 12 oz. non-returnable beer bottles, cans
are 48% more cube efficient and a full l00% more
efficient in comparison to 12 oz. bottles.
4) Cans chill faster, thus smaller inventories can be
kept in coolers.
5) Bottlers can run cans at a faster rate than glass
bottles which also require more packaging.
The introduction of self-cooling containers will have
wide ranging implications for the beverage industry. The
beverage market will expand in areas where cooling facilities
are not currently available. Self-cooling cans will become a
major new market segment expanding cans' share of the market
in comparison to bottles. Manufacturers and bottlers will be
able to contribute a greater percentage of the value added
element thereby increasing profit margins. There will also
be tremendous shifts in distribution patterns.
Fountain distribution, which accounts for more than 30%
of drink sales, is likely to experience some significant
changes. Fountain sales include restaurants, bars,
convenience stores, and entertainment events. Of these
areas, self-cooling cans could potentially affect convenience
store fountain sales the most. With self-cooling available,
travelers and commuters may be inclined to keep self-cooling
beverages in their vehicles, thereby eliminating the need for
a stop at a convenience store. This added convenience could
lead to greater rates of consumption as well.
Vending machine sales could also be affected.
Currently, one out of every eight soft drinks in the U.S. is
sold through a vending machine. Right now, beer does not
share the convenience of vending machines. With our self-
cooling device the consumer would be able to enjoy a cold
beer on the nineteenth hole.
In addition, large stadium events such as concerts,
football, and baseball games could utilize the self-cooling
can. Vendors could carry more products and reduce labor
costs by eliminating the need for people to fill rows and
rows of beverage cups with beer or ice and soda.
THE FOOD INDUSTRY MARKET
Our self-heating technology is not as close to
commercial production as our self-cooling technology, and is
not presently under as intensive development. Nevertheless,
the self-heating technology offers various opportunities
within the worldwide food industries. In addition to added
consumer convenience, the heating technology promises broader
markets for convenience foods and opportunities for food
manufacturers to increase their share of the value added
element in the food processing and distribution chain.
The food industry is composed of many segments, but the
important segments for our technology are those which cater
to the consumers' desire for convenience and require some
level of heating. The prepared convenience food segment
includes shelf-stable, refrigerated, and frozen items.
Because of its portability, safety, and ease of use, self-
heating adds an entirely new dimension to the convenience
food market.
Our self-heating technology enables efficient heating of
a wide variety of convenience foods due to its variable
heating capabilities. By changing the mix of components,
devices using the technology can be engineered to warm
everything from canned soup to pizza. Hence, prepared and
microwaveable foods represent a very large potential market
for this technology.
One of the most important developments in convenience
foods in the last decade was the growth in upscale single-
serving dinner entrees. A packaging magazine survey found
nearly half of those surveyed consumed meals in single
serving containers at least once a week. As an example, the
Japanese single-serving noodle market, just one small market
niche, is $700 million/year and growing.
The newest and probably fastest growing segment of the
convenience food segment is shelf-stable products. These
foods are precooked then vacuum-sealed in a process similar
to canning meat. Shelf-stable foods stay fresh for up to 18
months, freeing up valuable freezer space in grocery and
convenience stores. The demand for shelf-stable food
containers is projected to grow nearly 50% annually, reaching
over 1.2 billion food containers by the mid-1990's and
accounting for almost 30% of the microwaveable container
The major use of microwaveable containers within this
segment will be for specialty entrees, soups, and side
dishes, which offer convenience, easy storage, and
portability.
Another important segment of the convenience food
industry is chilled foods. These products are refrigerated,
partially or completely prepared dishes that have a limited
shelf life. Chilled products are now widely distributed in
Europe and are becoming more prevalent in the U.S. The
domestic chilled goods market, which is currently European-
driven, is also expected to grow as American consumers also
demand fresher convenience foods. While the chilled foods
market is smaller than other segments, this segment does
represent a significant market for our heating device; by
combining the device with fresh, refrigerated, prepared food,
a product could be offered that would compete directly with
carry-out or fast foods.
The major issues of this segment are the consumer safety
risks involved and the accurate temperature controls required
throughout the entire distribution chain before any product
can be placed in large scale distribution. Institutional
end-uses such as in-store delis, which will not require the
long shipping distances or extended shelf-life, might also
capture a major portion of the refrigerated market. We can
capitalize on this market segment by expanding food options
available in vending machines. A college student, for
example, could buy a chilled lasagna instead of a sandwich
from a vending machine.
With self-heating technology in place, the lasagna could
be packaged in a self heating container that would not
require an outside heating source. The student could simply
pull the strip and dine in a matter of minutes!
Currently, the demand for microwaveable containers in
general exceeds $700 million/yr. and is projected to grow
steadily as consumers continue to demand convenience in every
respect of meal preparation. Microwaveable containers are
currently fashioned out of a number of different substances
and vary widely in cost. Carry-out and delivered foods
represent a large market potential for self-heating
technology. The fast-food industry now exceeds $60 billion
in the U. S. and is experiencing rapid growth worldwide. The
fast-food industry spends $1.4 billion/year on polystyrene
packaging alone.
Presently, there is no efficient way to maintain the
temperature of carry-out foods to ensure maximum enjoyment by
the consumer. Traditionally, these fast foods have been sold
in packages that serve very little use in controlling the
temperature of hot food.
Restaurants delivering food have a more critical concern
about temperature maintenance. Pizza delivery, for example,
is near a 2 billion dollar business in the U. S. By
configuring a self-heating package to maintain relatively low
levels of heat over a long period of time, we can offer a
low-cost solution to the problem.
Stadium events could also use warming devices to keep
vendors' food items warm for a longer period of time. An
alternative use by the stadium and arena vendors would be to
sell refrigerated foods with our heating packs that could be
warmed up at any time during the course of the event. This
would eliminate large lines for hot beverages and food items
during half-time and intermissions.
Our heating and cooling devices could be employed in a
number of applications from catering to airline food service
to school cafeterias. The airline food service industry
alone represents a very large profit potential. Less food
preparation and handling by flight attendants would be
required. Furthermore, traditional heating equipment could
be eliminated, thus saving valuable space that could be
converted to extra passenger space or used for increased
passenger comfort. With respect to school cafeterias, most
of the same advantages can be seen. Implementation of the
heating and cooling devices would reduce food preparation and
handling, personnel requirements would be streamlined.
PRIMARY SOURCES OF REVENUE, PAST 3 FISCAL YEARS
During FY 1998 and FY 1999, we had no operating
revenues. Operating capital was raised through a private
placement.
STATUS OF PRODUCTS IN PLANNING AND PROTOTYPE STAGES
The technology which we are working on to make
commercially viable provides for a drop-in unit which is
activated by a decrease in the internal pressure inside a can
when the can is opened. The presently used beverage can,
lid, and filling line do not have to be modified for the
device to be employed. This feature is in stark contrast to
other processes which require extensive can modification.
Another important feature of the ITP device is its
environmentally friendly ingredients. All ingredients
employed in the ITP device can be recycled or discarded
without environmental damage.
When the top of the can pops, a process takes place
inside the self-cooling device to lower the temperature of
the beverage. The process is isolated both from the beverage
and the environment. Effectively, water is rapidly
evaporated, and the vapor is absorbed. The process creates a
cooling effect that causes heat to be transferred from the
beverage into the device, where it is isolated from the
beverage, leaving the beverage at a desirable temperature.
Our self-cooling technology features several critical
design criteria. Understandably, the product has to be easy
to use. For maximum user convenience, the device needs to be
fully incorporated into the can design, not an add-on. The
device has to be space efficient for easy handling and
transport, and the unit cost should be low enough to make the
device attractive to a large segment of the market. All
components need to be strictly nontoxic to preclude any
possible contamination of the beverage even in the event of
catastrophic failure of the can or cooling device.
Furthermore, the device should also be fabricated from
materials which are readily recyclable and completely
environmentally safe. Finally, to be cost effective, the
device has to be designed to be compatible with existing
containers, so that container modification is not necessary.
Our self-cooling can technology is currently in the
early prototype stage. Additional engineering is necessary
to enable the manufacturing of commercially viable products.
Issues regarding the source and availability of raw
materials are inapplicable because the Company does not
manufacture products. Materials needed for production of
devices using our technology are expected to be readily
available.
PATENTS AND PATENT APPLICATIONS
During the fiscal year ended 1/31/2000, we filed patent
applications, which reflect new technical developments made
from 1997-1999. We expect to file additional patent
applications during the coming fiscal year. Our unpatented
technical developments over the past 12 months are currently
protected as trade secrets and will be incorporated into
patent applications as the developments mature into working
models. The existing, prospective patent applications and
trade secrets relate to devices designed for insertion into
unmodified aluminum beverage cans, prior to filling, which
will automatically activate when the can is opened.
Activation of the device will cool the beverage. This
technology is essential to our business.
We are primarily a research and development company. We
carry no inventory and do not expect sales from inventory.
Working capital is used and needed by the Company primarily
for day-to-day administrative and operational expenses,
promotion and participation in marketing. Our profitability
to a large extent, depends on our ability
to improve existing technologies and create new technologies.
Working capital over the past three fiscal years has come
primarily from the sales of stock pursuant to a private
placement.
MATERIAL CONTRACTS
Our primary anticipated source of revenues is Futech,
our licensee. Futech is a source of both direct revenues for
Futech's license and indirect revenues coming from
sublicensees through Futech. If our relationship with Futech
were to terminate, we doubt our business would be adversely
affected. We would be able to take over the marketing
function or find another strategic partner. We would continue
to be entitled to our share of revenues from existing
sublicenses.
Due to the nature of our business, the term "backlog
orders" is inapplicable. The long-term license fee
receivables are analogous to backlog orders for manufacturing
companies. As of January 31, 2000, our long-term license fee
receivables amounted to $3,548,796.
No material contracts are subject to cancellation or
renegotiation of profits.
COMPETITIVE CONDITIONS OF OUR BUSINESS
There are technological changes taking place in the
development of our products. We are faced with both indirect
and direct competition, in the form of other companies that
are developing and/or marketing like products.
Current competitors in the business of self-cooling
technology include, but are not limited to, The Joseph
Company, Tempra Technology, three other companies located in
Japan, Korea, and England, and a product being evaluated by
Coca-Cola, Incorporated. There may be additional competitors
who are presently unknown to us. We expect that the
technologies offered or under development by these competing
lack various advantages of our technology.
There are several competitors presently shipping self-
heating food packages. None has large distribution at this
time. The largest known is Heater Meals. Competitive
products generally suffer from cumbersome preparation
procedures, lengthy heating time and high cost. Some
products have other significant drawbacks, such as the
generation of white-hot heat or the release of gas.
Previous efforts by the competitors identified above to
produce self-cooling devices resulted in processes which were
unusable for various reasons, or products that were rejected
by the beverage industry.
Little is known about current competitive product
development, because of every company's desire to keep its
technical progress highly confidential. At the present time,
there may be competitors who are better financed and operate
with greater capital than us, and/or who have technology with
technological advantages. There can be no assurance that our
current and future competitors will not succeed in developing
products and pricing that are more widely accepted in the
marketplace or that will render our products noncompetitive.
However, we believe that we have the most advanced
technology at this time, and that products based on our
technology will be the industry leaders and the first to be
in mass production. There is no information known to us
which suggests otherwise.
AMOUNT SPENT DURING EACH OF THE LAST THREE FISCAL YEARS
ON RESEARCH AND DEVELOPMENT.
Period Amount
FY 2000 $ 54,682 (unaudited)
FY 1999 201,673
FY 1998 9,000
FUNDS FOR COMPLIANCE WITH ENVIRONMENTAL LAWS
We have not spent funds for compliance with federal and
state environmental laws, as these laws do not apply to
research and development.
We employed 9 persons during the fiscal year ended
1/31/2000. All our revenue for the last three fiscal years is
attributable to U.S. sources.
ITEM 2. PROPERTIES.
We own our technology, subject to certain royalty
interests discussed herein. In addition we own certain office
furniture and equipment utilized in our laboratory and our
executive offices having an estimated replacement value of
approximately $14,700. We believe that our laboratory and
office equipment is adequate for our needs at the present and
the foreseeable future.
We lease our executive office space at 6730 San Fernando
Road, Glendale, California 91201 at a monthly cost of $1,750
on a lease, which is renewable annually. We believe that the
executive offices and the laboratory facilities now leased by
us will be adequate for our business for the near future.
ITEM 3. LEGAL PROCEEDINGS.
We filed litigation in the State of New
Jersey to protect its rights to payment on a loan secured by
an interest in a limited liability corporation which owns
substantial real estate in that state. There is no other
material pending litigation as of the end of FY 1999. There
is no other material pending litigation
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
No matters were submitted to the shareholders during the
fiscal year ending January 31, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
(a) There is no established public trading market for
our common shares We are developing a strategic plan to
apply for trading on NASDAQ in the near future.
(b) The approximate number of holders of common stock
at 1/31/1999 is 1,400.
(c) The Company has paid no cash dividends on its
common stock in the past two fiscal years.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial information is provided for the past
4 fiscal years. The Company was dormant during the 5th.
fiscal year, FY 1996. All data is rounded to the nearest
$1,000.
FY 1997 FY 1998 FY 1999 FY 2000
(audited) (audited) (audited) (unaudited)
Net Sales 0 0 0 0
Income (Loss) (29,000) (88,000) (1,367,000) (2,212,000)
From Continuing
Operations
Income (Loss)/Share (00) (.01) (.09) (.13)
Total Assets 237,000 5,116,000 5,705,000 6,567,000
Long Term
Obligations 0 0 0 0
Cash Dividends/Share 0 0 0 0
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Company is a development-stage enterprise and has had mininimal
revenue to date. The Company remains dependent on
continued sales of common stock to fund its research and
development efforts. In the fiscal year ended January 31,
2000 the Company received proceeds for the sale of common stock of
of $3,065,729 (unaudited) net of issuance costs. In the
fiscal year ended January 31, 1999 the Company received proceeds
for the sale of common stock of $1,927,778 net of issuance costs.
Additional sources of liquidity in the next fiscal year are
expected to be additional proceeds from the Company's
exclusive option and license agreement and the proceeds from
repayment of a real estate loan the Company made in February
1999. Proceeds from the license agreement are expected to be
$1,085,257 during the fiscal year ended January 31, 2001 and
$625,000 from the real estate loan during this same period.
Although there is no assurance that funds will be available
from any of the above sources, the Company expects that
sufficient resources will be obtained to fund ongoing
research and development expenses.
The Company expects to expend at least $1,000,000 in the
fiscal year ended January 31, 2001 for ongoing research and
development efforts. These expenditures are required to
complete the prototype of the self-cooling beverage can.
RESULTS OF OPERATIONS
For the fiscal years ended January 31, 2000 and 1999 the
Company had operating losses of $2,495,474 (unaudited)
and $1,397,218. There was no revenue recorded during these
periods as the Company has deferred the income from
its licensing agreement until the successful completion
of a prototype self-cooling beverage can. We expended
$ 54,682 (unaudited) for research and development for
the year ended 1/31/2000 and $201,673 for the year ended 1/31/1999.
We had legal and other professional fees of $719,339
(unaudited) for the fiscal year ended January 31, 2000
compared to $95,845 during the fiscal year ended January
31, 1999. The majority of the legal and professional fees
resulted from litigation from the former President of the
Company, ongoing patent protection and audit and accounting
fees for the audit for the last three fiscal years. The
litigation with the former President has been resolved with
no material financial consequences to us. Other costs,
which contributed to the increased loss from fiscal year
1999 to fiscal year 2000, were increased travel and
marketing costs.
Travel costs increased from $18,607 in fiscal year 1999 to
$ 278,696 (unaudited) for the fiscal year 2000. Marketing costs
increased from $ 239,192 in 1999 to $ 416,843 (unaudited).
The increased travel costs related to sending
company personnel to various labs throughout the country
where the research and development is being carried out by
independent research and engineering labs. The increased
marketing costs relate to the efforts of the company to sell
additional stock during the past year to fund ongoing
activities. The Company issued additional common stock
for cash net of issuance costs in the amount of
$ 3,039,137 (unaudited) and $ 1,927,778 during fiscal
years 2000 and 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached are audited financial statements for the
Company For the Years ended January 31, 1999 and 1998.
International Thermal Packaging, Inc.
Financial Statements and
Report of Independent Public Accountant
For the Years Ended
January 31, 1999 and 1998
Jay J. Shapiro, C.P.A.
A Professional Corporation
16501 Ventura Blvd.
Suite 650
Encino, California 91436
Tel. (818) 990-4204
Fax. (818) 990-4944
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
International Thermal Packaging, Inc.:
We have audited the accompanying balance sheets of
International Thermal Packaging, Inc. (a Development Stage
Enterprise) as of January 31, 1999 and 1998, and the related
statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended January
31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits 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 principals used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of International Thermal Packaging, Inc. as of
January 31, 1999, and 1998, and the results of its
operations and its cash flows for each of the two years in
the period ended January 31, 1999 in conformity with
generally accepted accounting principals.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As shown in the accompanying financial statements, the
Company is a development-stage enterprise with no
significant operating results to date. As more specifically
indicated in Note 1 to the financial statements, the Company
has an accumulated deficit, is dependent upon additional
funding and has no established commercial product or market
channels. These factors raise a substantial doubt about the
ability of the Company to continue as a going concern.
Management's plans in regards to those matters are also
described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/
JAY J. SHAPIRO, CPA Encino, California
A professional corporation February 1, 2000
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
BALANCE SHEETS
January 31, 1998 and January 31, 1999
ASSETS January 31,
1998 1999
CURRENT ASSETS:
Cash and cash equivalents $ (516) $ 845,668
License fee receivable 249,000 1,085,257
------- ---------
Total current assets 248,484 1,930,925
------- ---------
PROPERTY AND EQUIPMENT,
at cost net of accumulated
depreciation of $ 2,187 in 1999 - 16,535
OTHER ASSETS:
License fee receivable 4,650,000 3,562,500
Patents, net of accumulated
amortization of $169,177 in 1998
and $191,718 in 1999 214,031 191,490
Deposit 3,300 3,300
---------- ---------
Total other assets 4,867,331 3,757,290
---------- ---------
TOTAL ASSETS $ 5,115,815 $ 5,704,750
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) January 31,
1998 1999
CURRENT LIABILITIES:
Accounts payable $ 19,186 $ -
Accrued payroll taxes,
interest and penalties 504,424 545,290
Accrued royalties 15,575 -
Accrued expenses - 49,555
Accrued franchise tax 800 1,371
-------- -------
Total current liabilities 539,985 596,216
-------- -------
DEFERRED LICENSING REVENUE 5,000,000 5,000,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value-
Authorized shares - 50,000,000
Issued and outstanding shares
of 13,709,190 and 15,853,549 at
January 31, 1998 and 1999,
respectively 13,709 15,853
Additional paid-in capital 5,488,790 7,416,568
Deficit accumulated during the
development stage (5,926,669) (7,323,887)
---------- ---------
Total stockholders'
equity (deficit) (424,170) 108,534
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 5,115, 815 $ 5,704,750
=========== ==========
The accompanying notes are an integral part of the financial statements.
International Thermal Packaging, Inc.
(A Development-Stage Enterprise)
STATEMENTS OF OPERATIONS
Years Ended January 31, 1998 and 1999
January 31,
1998 1999
REVENUE $ - $ -
OPERATING EXPENSES
Research and development 8,964 205,131
General and administrative 78,554 896,319
Financial consulting - 265,765
-------- --------
87,518 1,367,215
LOSS FROM OPERATIONS (87,518) (1,367,215)
Other income 6,033 5,731
Interest income - 5,931
Interest expense (37,139) (40,865)
------------ ---------
LOSS BEFORE INCOME TAXES (118,625) (1,396,418)
Income taxes 800 800
---------- ----------
NET LOSS $(119,425) $(1,397,218)
========== ===========
LOSS PER COMMON SHARE
Basic $ (0.01) $ (0.09)
Diluted $ (0.01) $ (0.09)
========== ===========
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 13,709,190 14,781,370
========== ==========
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
STATEMENT OF OPERATIONS
From Inception (February 7, 1986) to January 31, 1999
(UNAUDITED)
REVENUE $ -
OPERATING EXPENSES
Research and development 2,884,483
General and administrative 3,757,982
Financial consulting 265,765
---------
6,908,230
LOSS FROM OPERATIONS (6,908,230)
Loss on investment
in affiliate
under equity method (173,933)
Other income 11,764
Other expense (29,552)
Interest income 5,931
Interest expense (220,767)
-----------
LOSS BEFORE INCOME TAXES $ (7,314,787)
Income taxes 9,100
----------
NET LOSS $ (7,323,887)
==============
LOSS PER COMMON SHARE
Basic $ (0.50)
==============
Diluted $ (0.50)
==============
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 14,582,474
=============
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
STATEMENTS OF CASH FLOWS
Years Ended January 31, 1998 and 1999 January 31
1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(119,425) $(1,397,218)
Adjustments to reconcile net
loss to net cash
provided by (used in)
operating activities:
Depreciation and amortization 22,541 24,727
(Decrease) in accounts payable - (19,186)
(Increase) in deposit (3,300) -
(Decrease) in officer loan (6,825) -
Increase in accrued payroll taxes,
interest and penalties 36,950 40,866
(Decrease) in accrued royalties (25,883) (15,575)
Increase in accrued expenses - 49,555
Increase in deferred
licensing revenue 5,000,000 -
(Increase) decrease in license
fee receivable (4,899,000) 251,243
(Decrease) increase in accrued
franchise tax (6,010) 571
--------- -------
Net cash used in
operating activities (951) (1,065,017)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - (18,721)
--------- -----------
Net cash used in investing activities - (18,721)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued - 1,929,922
--------- -----------
Net cash provided by
financing activities - 1,929,922
--------- -----------
Net change in cash and
cash equivalents (951) 846,184
-------- ----------
CASH AND CASH EQUIVALENTS,
beginning of period 436 (516)
------- ----------
CASH AND CASH EQUIVALENTS,
end of period $ (516) $ 845,668
========= ==========
SUPPLEMENTAL DISCLOSURE,
Cash paid for income taxes $ 800 $ 800
========= =========
Cash paid for interest $ - $ -
========= ==========
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
STATEMENT OF CASH FLOWS
From Inception (February 7, 1986) to January 31, 1999
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,323,887)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Stock issued for compensation 1,035,432
Depreciation and amortization 344,668
Loss on sale of property and equipment 28,683
(Increase) in other current assets -
(Increase) in deposit (3,300)
(Increase) in license fee receivable (4,647,757)
(Increase) in patents (383,208)
Increase in accrued payroll taxes,
interest and penalties 545,290
Increase in accrued franchise tax 1,371
Increase in accrued expenses 49,555
Increase in deferred licensing revenue 5,000,000
----------
Net cash used in operating activities (5,353,153)
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (269,580)
Proceeds from the sale of property and equipment 118,725
---------
Net cash used in investing activities (150,855)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued 6,410,490
Common stock repurchased (13,501)
Payments on obligations under capital leases (47,313)
----------
Net cash provided by financing activities 6,349,676
----------
Net change in cash and cash equivalents 845,668
CASH AND CASH EQUIVALENTS, beginning of period -
----------
CASH AND CASH EQUIVALENTS, end of period $ 845,668
==========
SUPPLEMENTAL DISCLOSURE, Cash paid for income taxes $ 8,300
==========
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended January 31, 1998 and 1999
Accumulated
Deficit
During
Common Stock Paid-in Development
Shares Amount Capital Stage Total
Balance,
1/31/1997 13,709,190 $13,709 $5,488,790 $(5,807,244 $(304,745)
---------- ------ --------- ---------- --------
Net loss - - - (119,425) (119,425)
---------- ------ --------- ---------- --------
Balance,
1/31/1998 13,709,190 13,709 5,488,790 (5,926,669) (424,170)
---------- ------ --------- --------- -------
Common stock
issued 2,144,359 2,144 1,927,778 - 1,929,922
Net loss - - - (1,397,218) (1,397,218)
---------- ------ --------- ---------- ---------
Balance,
1/31/1999 15,853,549 $15,853 $7,416,568 $(7,323,887) $108,534
========== ====== ========= =========== =========
The accompanying notes are an integral part of the financial statements.
INTERNATIONAL THERMAL PACKAGING, INC.
(A Development-Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
From Inception (February 7, 1986) to January 31, 1999
(UNAUDITED)
Accumulated
Deficit
During
Common Stock Paid-in Development
Shares Amount Capital Stage Total
Balance, Inception
(February 7, 1986) - $ - $ - $ - $ -
Common stock
issued
(see Note 5) 13,718,190 13,718 5,488,790 - 5,502,508
Common stock
repurchased
(see Note 5) (9,000) (9) - (13,492) (13,501)
Net loss,
cumulative - - - (5,793,752) (5,793,752)
--------- ------ ---------- ---------- ---------
Balance,
1/31/1997 13,709,190 13,709 5,488,790 (5,807,244) (304,745)
---------- ------- ---------- ---------- --------
Net loss - - - (119,425) (119,425)
---------- ------- ---------- ---------- -------
Balance,
1/31/1998 13,709,190 13,709 5,488,790 (5,926,669) (424,170)
---------- ------- ---------- --------- -------
Common stock
issued 2,144,359 2,144 1,927,778 - 1,929,922
---------- ------ ---------- --------- ---------
Net loss - - - (1,397,218) (1,397,218)
---------- ------ ---------- ---------- ---------
Balance,
1/31/1999 15,853,549 $15,853 $7,416,568 $(7,323,887) $108,534
========== ======= ========== ============ =========
The accompanying notes are an integral part of the financial statements.
International Thermal Packaging, Inc.
A Development-Stage Enterprise)
Notes to Financial Statements
January 31, 1998 and 1999
1. Organization and Nature of Business
International Thermal Packaging, Inc. (the "Company") was incorporated on
February 7, 1986 ("Inception"), in the State of California. The Company is
in the development stage and operations have consisted primarily of
research and development and administrative activities. The company has no
employees and employs independent contractors to manage the company and
sell securities. The Company has developed certain prototypes for
demonstration purposes only, which showcase its unique self-cooling and
self-heating processes and patented technology for potential use in the
food and beverage industries. It is the intent of the Company to assist
it's exclusive Licensee in the completion of the designing, development,
manufacture, and marketing of these prototypes.
In October 1992, the Company discontinued operations, abandoning its lease
premises and terminating all employees and contracts. From October 1992
through March 1997 the Company conducted no business activities, and was
dormant, with the only financial activity being the accruing of interest
and penalties on outstanding payroll and franchise taxes and amortization
of existing patents. In March 1997, the Company, headed by its founder Mr.
Dennis Thomas, once again commenced operations. The Company applied for
reinstatement and was granted authority to conduct business in California
in August 1997.
Effective March 1998 the Company entered into a new exclusive option and
license Agreement ("Agreement") with FUTECH Corp. ("Licensee") for
worldwide rights to the Company's patents and technology for a twenty-year
term. The March 1998 agreement supercedes the old agreement between the
Company and FUTECH Corp., which was effective July 1997. Under the terms
of the Agreement the Licensee, with the assistance of the Company, will
develop, manufacture, distribute, market and sublicense the Company's
technology, patents and licensed products in exchange for license fees and
royalties. Licensee is to advance funds up to five million dollars over
five years in accordance with the terms of the Agreement. See note 5(b)
for additional information regarding the Agreement.
The Company is in the development stage and has had no significant
operating results to date. Management intends to continue to finance
development and related activities through the private offering of
securities and fees generated from its exclusive worldwide licensing and
option agreement; however there is no assurance that working capital will
be secured or the exclusive licensing agreement will not be terminated.
The Company's primary source of revenue is from fees and royalties
generated from the exclusive license agreement. Royalties from this
Agreement are not expected until fiscal 2000 or beyond, due to the timing
and manufacture of the products using the Company's developed technology.
These financial statements have been prepared assuming the Company will
continue as a going concern. The Company's ability to continue as a going
concern is dependent upon management obtaining the necessary funding to
operate the business, and to successfully complete a working prototype,
gain necessary government approvals for its products, establishment of
successful commercial products, develop marketing channels and ultimate
product acceptance in the marketplace. The company has an accumulated
deficit and no established product or marketing channels. These factors
raise a substantial doubt about the company to continue as a going
concern. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
2. Summary of Significant Accounting policies
a. Income Taxes
For financial reporting purposes, the Company provides for income taxes
under the liability method and recognizes the minimum California franchise
tax of $800 on an annual basis.
b. Research and Development
Costs related to conceptual formulation, design and the development of
prototypes are considered research and development and are expensed as
incurred.
c. Statement of Cash Flows
Management defines cash and cash equivalents as cash in banks and highly
liquid instruments with maturities of 90 days or less.
d. Property and Equipment
Property and equipment are depreciated on a straight-line basis over the
estimated useful lives of the related assets, ranging from 3 to 10 years
As of January 31, 1999 the Company's fixed assets were comprised of the
following:
Computers $ 12,019
Office Equipment 6,703
-------
Total Cost 18,722
Less accumulated
depreciation 2,187
-------
Net fixed assets $ 16,535
=======
e. Patents
Patent costs are amortized using the straight-line method over the life of
the patents, not to exceed 17 years.
f. Revenue Recognition
License fees received are deferred and will be amortized over the life of
the respective Agreements not exceed 20 years, when the Licensee is
satisfied that the Company's patents and technology will receive
commercial acceptance in the marketplace. As of January 31, 1999 no
amortization of such amounts has been reflected in the accompanying
statements of operations.
g. Per Share Information
The per share information included in the accompanying statements of
operations considers the effects of all shares issued during all of the
years.
h. Use of 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 at
the date of the financial statements and the reported amounts of the
revenues and expense during the reported period. Actual results could
differ from those estimates.
3. Income Taxes
At January 31, 1999 and 1998 the Company has net operating loss
carryforwards for federal income tax and financial reporting purposes of
approximately $7,033,154, and $5,665,285 and for state income tax
reporting purposes $2,616,398 and $1,220,815. The net operating loss
carryforwards expires in various years through fiscal 2007. The primary
difference between the net operating loss for federal tax and financial
reporting purposes relates to the Company's election under Section 195 of
the Internal Revenue Code to defer the deduction of certain costs until
operating revenues commence; such costs will amortized on a straight-line
basis over five years once operations commence. Effective fiscal year
1992, the recognition of Section 195 costs will begin prior to any
utilization of net operating loss carryforwards. The deductibility of net
operating loss carryforwards had been temporarily suspended in California
during fiscal 1994 and reinstated in 1996.
4. Capital Transactions
Since inception, the primary source of working capital has been provided
by common stock issuances to the public. Shares have been issued to
management and others as a source of compensation. Commissions paid for
sales of stock have reduced the cash received from such issuances. From
time to time, shares have been issued to individuals and companies for
services rendered.
5. Commitments and Contingencies
a. Sales of Securities
i. From incorporation through January 31, 1993, the Company had a series
of original offerings and sold approximately 6,486,968 shares of its
common stock to unrelated investors in reliance upon certain exemptions
provided by the Securities Act of 1933, as amended, and the securities
laws of the various states wherein the purchasers of such shares reside.
The exemptions relied upon by the Company may not have been available for
these sales. If such exemptions were not available, the purchasers would
have the right under both federal and state securities laws to rescind the
purchase and seek the recovery of the purchase price paid for the stock
together with statutory interest thereon from the date of sale. The
Company had retained securities counsel to evaluate these matters and such
counsel believes compulsory recession to be remote. The Company thus has
taken no action regarding this and no communications were ever received
from the SEC.
ii. A summary of common stock transactions since inception is as follows:
Share Price Cash Compensation
Range Per Received and other
Share Net Expense (D)
Balance at
inception
February 7, 1986) - $ - $ - $ -
---------- --------- --------
Common stock issued:
Unrelated
investors 3,837,553(B) $.25-$1.75 2,142,495 -
Management
and others 3,272,500(A) $.001-$.33 3,272 324,375
--------- -------- -------
Balance,
January 31, 1989 7,110,053 2,145,767 324,375
---------- --------- --------
Common stock
issued:
Unrelated
Investors 590,190 $.50-$1.75 621,715 -
Management
and others 1,270,000 $.001-$.34 1,270 429,583
---------- --------- -------
1,860,190 622,985 429,583
---------- ---------- --------
Balance,
January 31, 1990 8,970,243 2,768,752 753,958
---------- ---------- ----------
Common stock
issued:
Unrelated
Investors 1,795,714 $.23-$1.75 1,377,737 -
Management
and others 1,995,200(C) $.001-$.10 1,995 199,520
--------- --------- -------
3,790,914 1,379,732 199,520
---------- --------- -------
Balance,
January 31, 1991 12,761,157 4,148,484 953,478
---------- ---------- --------
Common stock
issued:
Unrelated
investors, net
of repurchases 263,511 $.80-$1.75 332,085 -
Management
and others 684,522(E) $.00-$0.10 - 68,452
--------- --------- ---------
948,033 332,085 68,452
---------- ---------- ---------
Balance,
January 31, 1992 13,709,190 $4,480,569 $1,021,930
---------- ---------- ----------
Common stock
issued:
Unrelated
investors,
net of
repurchases 2,144,359 $1.00 1,929,922 -
Management
and others - - -
--------- --------- ----------
2,144,359 1,929,922 -
--------- --------- ----------
Balance,
January 31, 1999 15,853,549 $6,410,491 $1,021,930
========== =========== ==========
(A) Includes issuances of 1,600,000 common shares to founders.
(B) Includes an issuance of 700,000 shares at a gross sales price of
$.55 per share.
(C) Includes issuances of 1,780,000 common shares to management.
(D) Expense charged to operations is based upon the excess fair market
value over the purchase price received by the Company.
(E) Shares issued to Jantar for settlement and license agreement.
Discrepancies exist between disclosures contained in the PPM and these
financial statements including but not limited to; use of proceeds,
offering costs and commissions, note receivable - real estate, executive
compensation limits, comprehensive insurance coverage, number of
employees, payroll tax liabilities and the FUTECH Agreement.
The Company currently has retained counsel to evaluate these matters and
such counsel believes compulsory recession to be remote.
The financial statements contain no adjustments that may result from the
recession of the sale of any of these securities.
b. Option and License Agreement
Effective March 1998, the Company entered into a new exclusive option and
license agreement ("Agreement") with FUTECH Corp. ("Licensee",) a
California corporation, for worldwide rights to the Company's patents and
technology for a twenty-year term. According to the Agreement Licensee has
timely exercised the option. The March 1998 agreement supercedes the old
agreement between the Company and FUTECH Corp., which was effective July
1997.
Consideration for this Agreement is five million dollars payable as
follows:
* $100,000 (which has been credited against license and technical
assistance fees)
* $150,000 due upon exercise of option (already paid)
* $1,187,500 no later than October 1, 1999
* $1,187,500 no later than October 1, 2000
* $1,187,500 no later than October 1, 2001
* $1,187,500 no later than October 1, 2002
The five million dollars license fee is non-refundable. However, if the
Agreement is deemed to be invalid, unenforceable or otherwise inoperable
by any court or administrative body, in FUTECH's sole discretion the
Agreement may be terminated and ITP shall be obligated to return that
portion of the License and Technical Assistance Fee which, at the time of
the termination, has been paid to ITP in cash, as opposed to credits in
accordance with the Agreement.
In addition to the license fee above, Licensee shall pay royalties of 1
cent ($.01) per unit for cooling beverages containers and 4.75% of the
selling price for heating products. The royalty rate shall be adjusted
annually for inflation according to the US Government Los Angeles Consumer
Price Index (CPI) up to five decimal place for the preceding calendar
year. The CPI increase cannot exceed 150% over the term of the Agreement.
As of January 31, 1999, the Licensee advanced $352,243 to Company, which
is reflected as a reduction of the Licensee Fee Receivable. A majority of
the advances were payments made on behalf of ITP for research and
development. FUTECH made payments directly to research laboratories for
the Company and ITP would record research and development expense and
reduce the License Fee Receivable.
c. Operating Leases
The Company leases office space under a noncancelable operating lease. In
August 1997, the Company entered into a one-year office lease to establish
a corporate office. The lease expired in August 1998 and the Company is
now renting on month-to-month basis.
Total rent expense for all operating leases for the years ended January
31, 1998, and 1999, were $11,083, and $23,402, respectively.
d. Payroll Taxes
The Company failed to make federal and state payroll tax deposits totaling
$212,651 through the date of discontinued operations, October 1992.
Penalties and interest totaling $332,639 and $291,773 were accrued through
January 31, 1999 and 1998, respectively and are reflected in the total
outstanding liability of $545,290 and $504,424.
The Company has had discussions with Internal Revenue Service and State of
California to pay off the outstanding balances, which total $545,290 at
January 31, 1999. The Company has not paid any of these outstanding
amounts as of the date of this report.
6. Related-Party Transaction
Certain management and directors of the Company have assigned all patent
rights to the Company in exchange for three percent of all license and
related royalty fee consideration received by the Company. For the years
ended January 31, 1998 and 1999, no royalties were accrued, but previously
accrued royalties were $15,575 for the year ended January 31, 1998.
Officer advances for the year ended January 31, 1999 in the amount of
$15,575 were used to offset a portion of the balance of accrued royalties.
7. Concentration of Credit Risk
Approximately 100% of the Company's potential sources of revenue from
license fees and royalties are from its Licensee FUTECH Corp.
Additionally, approximately 100% of the Company's receivables are from its
licensee as well. Management has determined that there is no potential
loss due to the credit risk as Licensee is in compliance with the
Agreement as of the date of this report.
8. Stock Options
On July 15, 1998 the board of directors approved the Company's Stock
Option Plan with authorization to grant options to purchase up to
2,750,000 shares of the Company's common stock. Of the total options
granted 2,250,000 shares were granted to employees of the Company.
Following is a list of the options granted to the employees:
Employee Number of Shares
Dennis Brown 1,000,000
Dennis Thomas 1,000,000
Hans Schiedner 250,000
---------
Total 2,250,000
The board also granted stock options to Lance Kerr, the Company's outside
attorney, for 500,000 shares. The options entitle the holder to purchase
one share of common sock at a price of $0.70 per share beginning on July
15, 1999, one year after grant date. The Options are valid for a period
of five years and expire on July 15, 2003.
9. Subsequent Events
a. Subsequent to January 31, 1999, and during the fiscal year ending
January 31, 2000 the Company offered and sold approximately 1,855,641
shares of common stock at $1.00 per share, to unrelated investors in
reliance upon certain exemptions provided by the Securities Act of
1933, as amended, and the securities laws of the various states wherein
the purchasers of such shares reside, through a Private Placement
Memorandum ("PPM,") dated August 1, 1998. The Company received
approximately $1,300,000 from the sale of these shares.
Discrepancies exist between disclosures contained in the PPM and these
financial statements including but not limited to; use of proceeds,
offering costs and commissions, note receivable - real estate,
executive compensation limits, comprehensive insurance coverage, number
of employees, payroll tax liabilities and the FUTECH agreement. The
Company currently has retained counsel to evaluate these matters and
take appropriate and necessary actions to remedy any potential issues.
The financial statements contain no adjustments that may result from
the recession of the sale of these securities.
b. Subsequent to January 31, 1999, the Company loaned $725,000 to CRT
Company, a New Jersey corporation. The note required interest at 10%
per annum and matured on April 30, 1999. The Company received an
assignment of a partnership interest held by CRT as security for the
note. The Partnership, Delran Associates, L.L.C., holds as its primary
asset, undeveloped land appraised at $4,000,000, located in New Jersey.
Delran has a contract to sell part of the land to Trafalgar Associates
for residential development. During fiscal year ended January 31, 2000
the Partnership is expected to either receive sufficient payments from
Trafalgar Associates or obtain refinancing and repay the loan in one
payment to include all principal and accrued interest. Due to the
uncertainty of the timing of the refinance and/or sale, and the fact
that CRT held a minority interest in the Partnership, the Company has
engaged New Jersey legal counsel to examine alternatives available to
the Company to insure that when the refinance and/or sale occurs, the
Company will be repaid from the proceeds.
10. Stock Option Reinstatement
The Company determined in February 2000 that 2,350,000 options granted to
Dennis Thomas, President and Dennis Brown, Chief Financial Officer had been
cancelled by prior management without giving either Brown or Thomas the
opportunity to exercise these options. The options granted on May 23, 1990 at
$ 0.10 per share were to have expired on May 23, 1995. The Board of Directors
in their meeting on April 19, 2000 reinstated retroactively these options
giving Thomas and Brown until May 1, 2004 to exercise them. There is no
financial statement effect to the reinstatement of these options since
the Company had a loss in each of the prior two fiscal years and any
earnings per share adjustment would be antidilutive.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
There is no disagreement with any prior accountant. We
engaged our current accountants in 1998.
PART III
ITEM 10. OFFICERS AND DIRECTORS OF THE COMPANY.
The current officers and directors of our company are:
Name Age Position
Dennis A. Thomas 57 Director, President, CEO and
Chairman of the Board
Dennis L. Brown 56 Director, Chief Financial
Officer and Treasurer
Background information concerning the Officers and
Directors is as follows:
Dennis A. Thomas, the President and Chief Executive
Officer of our company, was a founder of the Company and has
been employed by the Company from 1986 to 1992, and from 1997
to the present. From 1993 to 1996, Mr. Thomas was a self-
employed business consultant. Before founding the Company,
Mr. Thomas was the President of Commercial Laundry Sales from
1976 to 1984. Before working for Commercial Laundry Sales,
Mr. Thomas was a sales Engineer with Wascomat of America from
1970 to 1976. Before his tenure there he was a development
engineer for the Chrysler Corporation from 1963 to 1969. Mr.
Thomas attended the Detroit College of Business for two
years. While working for Chrysler Corporation, Mr. Thomas
attended the Chrysler Engineering School. Mr. Thomas was
runner up in California for Inc. Magazines 1990 Entrepreneur
of the year award, having been nominated by Merrill Lynch of
New York. In 1989, in connection with activities prior to and
unrelated to our company, Mr. Thomas consented to an order
under which he is enjoined from selling unregistered securities
unless such sale is exempt from the registration provisions of
the Securities Act of 1933, as amended, and from engaging in
certain deceptive practices.
Dennis L. Brown, the Chief Financial Officer and
Treasurer of our company, was employed by us from 1989 to
1992, and from 1997 to the present. From 1993 to 1996, Mr.
Brown was employed by YAFA, Inc., as its Chief Financial
Officer. Mr. Brown received his B.S. in Business from
Indiana University and his M.B.A. from Cleveland State
University. From February of 1988, until joining the
Registrant, Mr. Brown was employed by Theim Industries as its
Vice President of Finance. From April 1970 to February of
1988, he was employed by Gould, Inc. as a controller.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information
concerning the remuneration paid by our company for the
fiscal year ended January 31, 1999. Only the following
persons may be considered to have received annual
remuneration of more than $60,000.00.
FY 1999 Annual Long Term
Compensation Compensation
Options
Name and Principal Position
Dennis A. Thomas
President and Chief
Executive Officer $ 140,963 3,000,000 shares(A)
Dennis L. Brown
Chief Financial
Officer and Treasurer $ 131,725 1,350,000 shares(B)
(A) Options granted to purchase 2,000,000 shares at the price of
$ 0.10 per share at any time prior to May 1, 2004. Options granted to
purchase 1,000,000 shares at the price of $ 0.70 per share at any time
prior to July 15, 2003.
(B) Options granted to purchase 350,000 shares at the price of $ 0.10
per share at any time prior to May 1, 2004. Options granted to purchase
1,000,000 shares at the price of $ 0.70 per share at any time prior to
July 15, 2003.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
On January 31, 1999, the ownership by the Company's management of
its common stock, its only voting security, was as follows:
(1) (2) (3) (4)
Title of Name and address of Amount and nature Percent of
Class of Beneficial owner of Beneficial owner Class(A)
Stock
$0.001 par Dennis A. Thomas 1,940,337 (B) 20.1
value 6730 San Fernando Rd. 635,000 (C) 2.5
common Glendale, CA 91201
$0.001 par Dennis L. Brown 7,000 (D) 1.8
value 6730 San Fernando Rd.
common Glendale, CA 91201
Officers and Directors owned 2,590,337 shares of record
and beneficially.
(A) Percentages calculated without regard to options.
(B) In addition Dennis A. Thomas has options to purchase 2,000,000
shares for $ 0.10 per share expiring on May 1, 2004 and options
to purchase 1,000,000 shares for $ 0.70 per share expiring on
July 15, 2003.
(C) These shares are owned by former wives of Dennis A. Thomas. Mr.
Thomas has the right to vote said shares and thus may be considered
to be the beneficial owner.
(D) In addition Dennis L. Brown has options to purchase 350,000
shares for $ 0.10 per share expiring on May 1, 2004 amd options
to purchase 1,000,000 shares for $ 0.70 per share expiring on
July 15, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In the past fiscal year, there have been no transactions
or proposed transactions that exceeds $ 60,000 with any
officer, director, holder of 5% or more of stock, or any
family member of any of this group.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
There have been no 8-K filings during the past year. Under
Item 8 are attached audited financial statements for the
Company as of January 31, 1999.
Exhibits:
23.1 Consent of Jay J. Shapiro, C.P.A.
27 Financial Data Schedule
