U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 002-76219NY
-----------
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
-------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0564472
------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
-----------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
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 Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes No X (2) Yes X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1999 -
$0
For the Exhibit Index, see Part III, Item 13.
State the aggregate market value of the common voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
November 20, 2001 - $497. There are approximately 497,428 shares of
common voting stock of the Registrant held by non-affiliates. During the past
five years, there has been no "public market" for shares of common stock of
the Registrant, so the Registrant has arbitrarily valued these shares on the
basis of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
November 20, 2001
2,620,326
---------
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
A description of "Documents Incorporated by Reference" is
contained in Part III, Item 13.
Transitional Small Business Issuer Format Yes X No ___
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Corporate Developments.
-----------------------
New Environmental Technologies Corporation (the "Company") was organized
under the laws of the State of Nevada on January 7, 1982, under the name "All
Things, Inc." The Company was formed for the purpose of engaging in all
lawful businesses. The Company's initial authorized capital consisted of
100,000,000 shares of $0.0001 par value common voting stock.
On March 21, 1985, the Company's name was changed to "New Environmental
Technologies Corporation."
Effective November 11, 1995, and in accordance with the Nevada Revised
Statutes, the Board of Directors of the Company, with the written consent of
President and Director, unanimously resolved to reverse split the outstanding
shares of its common stock on a basis of 250 for one while retaining its
authorized capital, with appropriate adjustments in the stated capital and
capital surplus accounts of the Company. All computations hereinafter take
into account this reverse split.
Copies of the initial Articles of Incorporation of the Company and the
foregoing Certificates of Amendment to the Articles of Incorporation are
attached hereto and incorporated herein by reference. See Part III, Item 13.
Public Offering.
----------------
The Company conducted a public offering of shares of its common stock
pursuant to an S-18 Registration Statement which was filed with the Securities
and Exchange Commission on or about March 2, 1982. By this reference, the
Company's Registration Statement on Form S-18 is incorporated herein. See
Part III, Item 13.
Sales of Unregistered Securities During the Past Five Years.
------------------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration (1)
---- -------- --------- -------------
Steve Howell 8/2/95 30,000 Services
Angie C. Howell 8/2/95 30,000 Services
Michael C. Brown 10/4/95 25,000 Services
Corie Merrell 10/4/95 120,000 Services
Dan and Connie Ross 10/4/95 25,000 Services
Lois Fallentine 10/4/95 25,000 Services
Chiricahua Company* 10/4/95 2,002,895 Services
Leonard W. Burningham, 11/6/96 120,000 Services
Esq.
(1) Valued at par value or $0.001 per share.
(2) Chiricahua Company is wholly-owned by David C. Merrell, President
and a director of the Company.
Business.
---------
The Company has had no material business operations since 1989. The
Company may begin the search for the acquisition of assets, property or
business that may benefit the Company and its stockholders once the Board of
Directors sets guidelines of industries in which the Company may have an
interest.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable to
do so until it determines the particular industries of interest to the
Company.
Effect of Existing or Probable Governmental Regulations on
Business.
---------
The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25,000,000 or
more. The Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
Number of Employees.
--------------------
None.
Item 2. Description of Property.
---------------------------------
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of David C. Merrell, the Company's President, which are provided at no
cost. See Part I, Item 1.
Item 3. Legal Proceedings.
---------------------------
The Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated against
the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
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 fourth quarter of the period covered by this report or during the
previous two calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Market Information.
-------------------
There has never been any "established trading market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc.
("NASD"); however, management does not expect any established trading market
to develop unless and until it has operations. In any event, no assurance can
be given that any market for the Company's common stock will develop or be
maintained. If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by members of management or others may
have a substantial adverse impact on any such market; and all of these persons
have satisfied the "holding period" under Rule 144. See the heading "Sales of
Unregistered Securities During the Past Five Years," of Part I, Item 1.
Holders.
--------
The number of record holders of the Company's common stock as of the
calendar year ended December 31, 1998 was approximately 853; these numbers do
not include an indeterminate number of stockholders whose shares are held by
brokers in street name. As of November 20, 2001, there were approximately 859
stockholders.
Dividends.
----------
There are no present material restrictions that limit the ability of the
Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations during the year
end December 31, 1999 or since 1989.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the Company may have an interest;
(ii) adopt a business plan regarding engaging in business in any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.
The Company's only foreseeable cash requirements during the next 12
months will relate to maintaining the Company in good standing in the State of
Nevada. Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.
Results of Operations.
----------------------
The Company discontinued its active operations in 1989. It received no
revenues and had losses in the following calendar years ended December 31,
1999, 1998 and 1997 of ($6,307), ($2,479) and ($3,517), respectively.
Liquidity.
----------
At December 31, 1999, the Company had $58 in cash. Expenses have been
paid by an $11,795 loan by a principal stockholder, David C. Merrell, the
Company's President.
Item 7. Financial Statements.
------------------------------
For the years ended December 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
For the years ended December 31, 1998 and 1997
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENT
December 31, 1999 and 1998
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
New Environmental Technologies Corporation
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of New Environmental
Technologies Corporation (a development stage company) as of December 31, 1999
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 1999 and 1998 and from inception
on January 7, 1982 through December 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 principles 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 New Environmental
Technologies Corporation (a development stage company) as of December 31, 1999
and the results of its operations and its cash flows for the years ended
December 31, 1999 and 1998 and from inception on January 17, 1982 through
December 31, 1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
March 6, 2000
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Cash $ 58
TOTAL ASSETS $ 58
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 15,682
Accounts payable - related party (Note 2) 11,795
Total Liabilities 27,477
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 2,620,326 shares issued and
outstanding 2,620
Additional paid-in capital 150,692
Deficit accumulated during the development stage (180,731)
Total Stockholders' Equity (Deficit) (27,419)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 58
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES 6,307 2,479 180,731
NET LOSS $ (6,307) $ (2,479) $ (180,731)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,620,326 2,620,326
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, January 7, 1982 - $ - $ - $ -
Common stock issued for cash
at $7.50 per share 6,000 6 45,000 -
Common stock issued for cash
at $0.39 per share 168,503 169 65,819 -
Net loss from inception on
January 7, 1982 through
December 31, 1982 - - - (39,597)
Balance, December 31, 1982 174,503 175 110,819 (39,597)
Net loss for the year ended
December 31, 1983 - - - (71,397)
Balance, December 31, 1983 174,503 175 110,819 (110,994)
Common stock issued for cash
at $25.00 per share 57 - 1,425 -
Common stock issued for cash
at $25.00 per share 3 - 75 -
Common stock issued for cash
at $0.25 per share 1,580,000 1,580 38,373 -
Net loss for the year ended
December 31, 1984 - - - -
Balance, December 31, 1984 1,754,563 1,755 150,692 (110,994)
Retired common stock, (1,296,132) (1,297) - -
Net loss for the year ended
December 31, 1985 - - - -
Balance, December 31, 1985 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1986 - - - -
Balance, December 31, 1986 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1987 - - - -
Balance, December 31, 1987 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1988 - - - -
Balance, December 31, 1988 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1989 - - - -
Balance, December 31, 1989 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1990 - - - -
Balance, December 31, 1990 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1991 - - - -
Balance, December 31, 1991 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1992 - - - -
Balance, December 31, 1992 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1993 - - - -
Balance, December 31, 1993 458,431 458 150,692 (110,994)
Canceled common stock (316,000) (316) - -
Net loss for the year ended
December 31, 1994 - - - (6,656)
Balance, December 31, 1994 142,431 142 150,692 (117,650)
Common stock issued for
services at $0.001 per
share 160,000 160 - -
Common stock issued for
services at $0.001 per
share 2,197,895 2,198 - -
Net loss for the year ended
December 31, 1995 - - - (49,097)
Balance, December 31, 1995 2,500,326 2,500 150,692 (166,747)
Common stock issued for
services at $0.001 per
share 120,000 120 - -
Net loss for the year ended
December 31, 1996 - - - (1,681)
Balance, December 31, 1996 2,620,326 2,620 150,692 (168,428)
Net loss for the year ended
December 31, 1997 - - - (3,517)
Balance, December 31, 1997 2,620,326 2,620 150,692 (171,945)
Net loss for the year ended
December 31, 1998 - - - (2,479)
Balance, December 31, 1998 2,620,326 $ 2,620 $ 150,692 $(174,424)
Net loss for the year ended
December 31, 1999 - - - (6,307)
Balance, December 31, 1999 2,620,326 $ 2,620 $ 150,692 $(180,731)
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
1999 1998 1999
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (6,307) $ (2,479) $ (180,731)
Adjustments to reconcile net (loss)
to net cash used by operating
activities:
Common stock issued for services - - 2,538
Changes in operating assets and
liabilities:
Accounts payable 6,259 2,412 27,478
Net Cash (Used) by Operating
Activities (48) (67) (150,715)
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 150,773
Net Cash Provided by Financing
Activities - - 150,773
NET INCREASE (DECREASE) IN CASH (48) (67) 58
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 106 173 -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 58 $ 106 $ 58
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 1 - ORGANIZATION
The financial statements presented are those of New Environmental
Technologies Corporation (the Company). The Company was incorporated as
All Things, Inc. under the laws of the State of Nevada on January 7, 1982.
On March 21, 1985, the Company changed its name to New Environmental
Technologies Corporation. The Company was organized for the purpose of
engaging in any activity or business not in conflict with the laws of the
State of Nevada or of the United States of America, and without limiting
the generality of the foregoing, specifically:
a. To have and to exercise all the powers now or hereafter conferred by
the laws of the State of Nevada upon corporations organized pursuant to the
laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto.
b. To discount and negotiate promissory notes, drafts, bills of exchange
and other evidence of debts, and to collect for others money due them on
notes, checks, drafts, bills of exchange, commercial paper and other
evidence of indebtedness.
c. To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, or otherwise dispose of, to guaranty,
to invest, trade and deal in and with personal property of every class and
description.
d. To enter into any kind of contract agreement or profit sharing plan
with its officers or employees that the Company may deem advantageous or
expedient or otherwise to reward or pay such persons for their services as
the directors may deem fit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Basic Loss Per Share
For the Year Ended
December 31, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (6,307) 2,620,326 $ (0.00)
For the Year Ended
December 31, 1998
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (2,479) 2,620,326 $ (0.00)
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.
c. Provision for Taxes
At December 31, 1999, the Company has net operating loss carryforwards of
approximately $70,000 that may be offset against future taxable income
through 2019. No tax benefit has been reported in the financial
statements, because the Company believes that the net operating loss tax
benefit will expire unused.
d. Related Party Transactions
A related party has loaned the Company $11,795 for operating working
capital. This amount is non-interest bearing and due on demand.
e. 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 and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 3 - STOCK SPLITS
On August 10, 1984, the Company authorized a 1-for-10 stock split of common
stock.
On July 16, 1984, the Company authorized a 1-for-10 stock split of legend
stock.
On September 21, 1984, the Company authorized a 1-for-60 stock split of
legend stock.
On January 11, 1985, the Company authorized a 1-for-60 stock split of
legend stock.
On January 22, 1985, the Company authorized a 60-for-1 stock split of
legend stock.
On August 27, 1985, the Company authorized a 1-for-250 stock split of all
stock.
The financial statements reflect these stock splits on a retroactive basis.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. The Company has not established revenues sufficient to cover
its operating costs and allow it to continue as a going concern. The
Company is seeking a merger with an existing, operating company. In the
interim, management has committed to covering all operating and other
costs.
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENT
December 31, 1998 and 1997
INDEPENDENT AUDITORS REPORT
To the Board of Directors
New Environmental Technologies Corporation
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of New Environmental
Technologies Corporation (a development stage company) as of December 31,
1998 and the related statements of operations, stockholders equity
(deficit) and cash flows for the years ended December 31, 1998 and 1997
and from inception on January 7, 1982 through December 31, 1998. 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
principles 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 New
Environmental Technologies Corporation (a development stage company) as
of December 31, 1998 and the results of its operations and its cash
flows for the years ended December 31, 1998 and 1997 and from inception
on January 17, 1982 through December 31, 1998 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date which raises substantial doubt
about its ability to continue as a going concern. Management s plans in
regard to these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
August 18, 1999
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1998
CURRENT ASSETS
Cash $ 106
----------
TOTAL ASSETS $ 106
==========
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 13,808
Accounts payable - related party (Note 2) 7,410
----------
Total Liabilities 21,218
----------
STOCKHOLDERS EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 2,620,326 shares issued and
outstanding 2,620
Additional paid-in capital 150,692
Deficit accumulated during the development stage (174,424)
----------
Total Stockholders Equity (Deficit) (21,112)
----------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 106
==========
The accompanying notes are an integral part of these financial statements.
4
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
1998 1997 1998
REVENUES $ - $ - $ -
EXPENSES 2,479 3,517 174,424
--------- ------- ---------
NET LOSS $ (2,479) $(3,517) $(174,424)
========= ======= =========
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
========= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,620,326 2,620,326
========= =========
The accompanying notes are an integral part of these financial statements.
5
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, January 7, 1982 - $ - $ - $ -
Common stock issued for cash
at $7.50 per share 6,000 6 45,000 -
Common stock issued for cash
at $0.39 per share 168,503 169 65,819 -
Net loss from inception on
January 7, 1982 through
December 31, 1982 - - - (39,597)
Balance, December 31, 1982 174,503 175 110,819 (39,597)
Net loss for the year ended
December 31, 1983 - - - (71,397)
Balance, December 31, 1983 174,503 175 110,819 (110,994)
Common stock issued for cash
at $25.00 per share 57 - 1,425 -
Common stock issued for cash
at $25.00 per share 3 - 75 -
Common stock issued for cash
at $0.25 per share 1,580,000 1,580 38,373 -
Net loss for the year ended
December 31, 1984 - - - -
Balance, December 31, 1984 1,754,563 1,755 150,692 (110,994)
Retired common stock, (1,296,132) (1,297) - -
Net loss for the year ended
December 31, 1985 - - - -
Balance, December 31, 1985 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1986 - - - -
Balance, December 31, 1986 458,431 458 150,692 (110,994)
The accompanying notes are an integral part of these financial statements.
6
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1986 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1987 - - - -
Balance, December 31, 1987 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1988 - - - -
Balance, December 31, 1988 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1989 - - - -
Balance, December 31, 1989 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1990 - - - -
Balance, December 31, 1990 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1991 - - - -
Balance, December 31, 1991 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1992 - - - -
Balance, December 31, 1992 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1993 - - - -
Balance, December 31, 1993 458,431 458 150,692 (110,994)
Canceled common stock (316,000) (316) - -
Net loss for the year ended
December 31, 1994 - - - (6,656)
Balance, December 31, 1994 142,431 142 150,692 (117,650)
The accompanying notes are an integral part of these financial statements.
7
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, December 31, 1994 142,431 142 150,692 (117,650)
Common stock issued for
services at $0.001 per
share 2,357,895 2,358 - -
Net loss for the year ended
December 31, 1995 - - - (49,097)
Balance, December 31, 1995 2,500,326 2,500 150,692 (166,747)
Common stock issued for
services at $0.001 per
share 120,000 120 - -
Net loss for the year ended
December 31, 1996 - - - (1,681)
Balance, December 31, 1996 2,620,326 2,620 150,692 (168,428)
Net loss for the year ended
December 31, 1997 - - - (3,517)
Balance, December 31, 1997 2,620,326 2,620 150,692 (171,945)
Net loss for the year ended
December 31, 1998 - - - (2,479)
Balance, December 31, 1998 2,620,326 $ 2,620 $ 150,692 $(174,424)
The accompanying notes are an integral part of these financial statements.
8
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
January 7,
For the Years Ended 1982 Through
December 31, December 31,
1998 1997 1998
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (2,479) $ (3,517) $(174,424)
Adjustments to reconcile
net (loss) to net cash
used by operating
activities:
Common stock issued
for services - - 2,538
Changes in operating assets
and liabilities:
Accounts payable 2,412 3,450 21,219
--------- -------- ---------
Net Cash (Used) by
Operating Activities (67) (67) (150,667)
--------- -------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 150,773
--------- -------- ---------
Net Cash Provided by
Financing Activities - - 150,773
--------- -------- ---------
NET INCREASE (DECREASE) IN CASH (67) (67) 106
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 173 240 -
--------- -------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 106 $ 173 $ 106
========= ======== =========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
9
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - ORGANIZATION
The financial statements presented are those of New Environmental
Technologies Corporation (the Company). The Company was incorporated as
All Things, Inc. under the laws of the State of Nevada on January 7, 1982.
On March 21, 1985, the Company changed its name to New Environmental
Technologies Corporation. The Company was organized for the purpose of
engaging in any activity or business not in conflict with the laws of the
State of Nevada or of the United States of America, and without limiting
the generality of the foregoing, specifically:
a. To have and to exercise all the powers now or hereafter conferred by
the laws of the State of Nevada upon corporations organized pursuant to the
laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto.
b. To discount and negotiate promissory notes, drafts, bills of exchange
and other evidence of debts, and to collect for others money due them on
notes, checks, drafts, bills of exchange, commercial paper and other
evidence of indebtedness.
c. To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, or otherwise dispose of, to guaranty,
to invest, trade and deal in and with personal property of every class and
description.
d. To enter into any kind of contract agreement or profit sharing plan
with its officers or employees that the Company may deem advantageous or
expedient or otherwise to reward or pay such persons for their services as
the directors may deem fit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.
c. Provision for Taxes
At December 31, 1998, the Company has net operating loss carryforwards of
approximately $132,000 that may be offset against future taxable income
through 2013. No tax benefit has been reported in the financial
statements, because the Company believes that the net operating loss tax
benefit will expire unused.
10
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Related Party Transactions
Included in accounts payable is $7,410 due to a controlling shareholder.
e. 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 and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 3 - STOCK SPLITS
On August 10, 1984, the Company authorized a 1-for-10 stock split of common
stock. On July 16, 1984, the Company authorized a 1-for-10 stock split of
legend stock. On September 21, 1984, the Company authorized a 1-for-60
stock split of legend stock. On January 11, 1985, the Company authorized a
1-for-60 stock split of legend stock. On January 22, 1985, the Company
authorized a 60-for-1 stock split of legend stock. On August 27, 1985, the
Company authorized a 1-for-250 stock split of all stock.
The financial statements reflect these stock splits on a retroactive basis.
NOTE 4 - GOING CONCERN
The Company s financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. The Company has not established revenues sufficient to cover
its operating costs and allow it to continue as a going concern. The
Company is seeking a merger with an existing, operating company. In the
interim, management has committed to covering all operating and other
costs.
11
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period. Due to the Company's lack of significant
business operations since approximately 1989, present management deemed it to
be in the best interests of the Company to appoint a new independent
accountant to audit its financial statements. Accordingly, the Board of
Directors unanimously resolved to retain the services of Jones, Jensen &
Company, Certified Public Accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names and the nature of all positions
and offices held by all directors and executive officers of the Company for
the calendar years ending December 31, 1999 and 1998, and to the date hereof,
and the period or periods during which each such director or executive officer
served in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation Resignation
---- ----------- ----------- --------------
Corie Merrell Director 1/95 *
Secretary/ 1/95 *
Treasurer
David C. Merrell President 8/94 *
Director
Secretary/ 8/94 1/95
Treasurer
John H. Albright Director 1/82 8/94
President 1/82 8/94
Generoso Panaro Director 1/82 8/94
Secretary/ 1/82
Treasurer 1/82 8/94
* These persons presently serve in the capacities
indicated opposite their respective names.
Term of Office.
---------------
The term of office of the current directors shall continue until the
annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in May of each year. The annual meeting of the Board of
Directors immediately follows the annual meeting of stockholders, at which
officers for the coming year are elected.
Business Experience.
--------------------
David C. Merrell, Director and President. Since 1989, he has been the
owner of DCM Finance, a Salt Lake City based finance company which makes and
brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Corie Merrell, Director and Secretary/Treasurer. Since 1989, she has
been part owner of DCM Finance and is currently a part time student at
Westminster College majoring in Psychology.
Family Relationships.
---------------------
David C. Merrell and Corie Merrell are husband and wife.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
No securities of the Company are registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, and the Company files reports under
Section 15(d) of the Securities Exchange Act of 1934; accordingly, directors,
executive officers and 10 percent stockholders are not required to make
filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
--------------------------------
Cash Compensation.
------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or other all
principal periods Annual restricted option/ LTIP other
position Ended $ $ Compen- Stock SAR's Payouts Compen-
Salary Bonus sation awards$ # $ sation$
------------------------------------------------------------------------------
Corie Merrell 12/31/99 0 0 0 0 0 0 0
Sec/Tres 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
David C. 12/31/99 0 0 0 0 0 0 0
Merrell 12/31/98 0 0 0 0 0 0 0
President 12/31/97 0 0 0 0 0 0 0
Director
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1999, 1998 and 1997 or the period ending on the date
of this report. Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year or
the previous two calendar years for any service provided as director. See the
Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries,
or any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock as of December 31,
1999 and 1998, and to the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/98 12/31/99 and Currently
---------------- -------- ----------------------
Chiricahua Company* 2,002,895 76.4% 2,002,895 76.4%
9005 Cobble Lane
Sandy, Utah 84093
TOTALS 2,002,895 76.4% 2,002,895 76.4%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1998 and 1999, and to the
date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address 12/31/98 12/31/99 and currently
---------------- -------- ----------------------
David C. Merrell* 2,002,895 76.4% 2,002,895 76.4%
9005 Cobble Lane
Sandy, Utah 84093
Corie Merrell 120,000 4.6% 120,000 4.6%
9005 Cobble Lane
Sandy, Utah 84093
TOTALS 2,122,895 81% 2,122,895 81%
* David C. Merrell is the sole owner of Chiricahua Company, and is
deemed to be the beneficial owner of these shares.
Changes in Control.
-------------------
To the knowledge of management, there are no present arrangements or
pledges of the Company's securities which may result in a change in its
control.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
Except as indicated under the heading "Sales of Unregistered Securities
During the Past Five Years," of Item 1, Part 1, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.
Certain Business Relationships.
-------------------------------
Except as indicated under the heading "Sales of Unregistered Securities
During the Past Five Years," of Item 1, Part 1, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Indebtedness of Management.
---------------------------
Except as indicated under the heading "Sales of Unregistered Securities
During the Past Five Years," of Item 1, Part 1, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Transactions with Promoters.
----------------------------
Except as indicated under the heading "Sales of Unregistered Securities
During the Past Five Years," of Item 1, Part 1, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which it or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any promoter
or founder or any member of the immediate family of any of the foregoing
persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
None.
Exhibit
Exhibits* Number
Number ------
------
(i)
Articles of Incorporation of All Things Inc. dated 3.1**
January 7, 1982
Articles of Amendment to the Articles of 3.2**
Incorporation respecting a name change
dated March 21, 1995.
Certificate of Amendment to the Articles 3.3**
of Incorporation respecting a reverse
split dated November 1, 1995
Financial Data Schedule 27**
(ii) Where Incorporated
In This Report
Number --------------
------
Registration Statement on Form S-18* Part I
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
Date: 11/25/01 By/s/David C. Merrell
David C. Merrell, President and Director
Date: 11/25/01 By/s/Corie Merrell
Corie Merrell, Secretary/Treasurer and
Director
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
Date: 11/25/01 By/s/David C. Merrell
David C. Merrell, President and Director
Date: 11/25/01 By/s/Corie Merrell
Corie Merrell, Secretary/Treasurer and
Director