UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB/A
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2003
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER 000-25973
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California 68-0406331
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5 Whatney, Irvine, Ca. 92618, Telephone (949) 837-8101
-------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
9309 Narnia Drive, Riverside, California 92503
----------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has 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 for such shorter period that the registrant was
required to file such reports,), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of the registrant's common stock as of June 30, 2003:
18,228,439 shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Consolidated Balance Sheets 3
(b) Consolidated Statements of Operations 4
(c) Consolidated Statement of Shareholders' Equity (deficit) 5
(d) Consolidated Statements of Cash Flows 6
(e) Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
Item 3. Controls and Procedures 9
PART II. OTHER INFORMATION 10
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6.
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES AND CERTIFICATES 13
2
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 AND DECEMBER 31, 2002
--------------------------------------------------------------------------------------
ASSETS
JUNE 30, 2003 DECEMBER 31,
UN-AUDITED 2002
------------ ------------
Current assets:
Cash $ 37,637 $ 5,025
Prepaid rent 3,000 --
------------ ------------
Total current assets 40,637 5,025
Property and equipment (net) 8,040 2,406
------------ ------------
Total assets $ 48,677 $ 7,431
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 71,211 $ 9,718
Accrued salaries 181,425 81,811
Accrued rent 60,000 54,000
Loans from shareholders 97,139 62,577
------------ ------------
Total current liabilities 409,775 208,106
Shareholders' equity:
Preferred stock (no par value) 10,000,000 shares
authorized; none issued -- --
Common stock (no par value) 50,000,000 shares
authorized; at June 30, 2003 and December 31,
2002, 18,228,439 and 16,785,667 issued and
outstanding, respectively 304,313 122,713
Common stock subscribed, 3,000 shares 4,500 --
Accumulated deficit during development stage (669,911) (323,388)
------------ ------------
Total shareholders' equity (deficit) (361,098) (200,675)
------------ ------------
Total liabilities and shareholders' equity (deficit) $ 48,677 $ 7,431
============ ============
The accompanying notes are an integral part of these financial statements
3
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2003 AND 2002
AND FOR THE PERIOD FROM INCEPTION MAY 23, 2001 TO JUNE 30, 2003
(UN-AUDITED)
----------------------------------------------------------------------------------------------------------------
CUMULATIVE
AMOUNTS FROM
FOR THE SIX FOR THE SIX FOR THE THREE FOR THE THREE INCEPTION MAY
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED 23, 2001 TO
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003
------------- ------------- ------------- ------------- -------------
Income
Travel agent program $ 20,933 $ -- $ (346) $ -- $ 27,196
Operating expenses:
General and
Administrative 212,454 69,407 114,351 59,329 419,687
Marketing and sales 39,060 46,588 12,456 31,560 161,478
------------- ------------- ------------- ------------- -------------
Total expenses 251,514 115,995 126,807 90,889 581,165
------------- ------------- ------------- ------------- -------------
Loss from operations (230,581) (115,995) (127,153) (90,889) (553,969)
------------- ------------- ------------- ------------- -------------
Provision for income taxes -- -- -- -- --
Net loss (230,581) $ (115,995) $ (127,153) $ (90,889) $ (553,969)
============= ============= ============= ============= =============
Net loss per share $ (0.02) $ (0.01) $ (0.01) $ (0.01)
============= ============= ============= =============
Weighted average number of
common shares outstanding
14,170,584 16,730,778 13,846,347 16,730,778
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements
4
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION MAY 23, 2001 TO JUNE 30, 2003
--------------------------------------------------------------------------------------------------------------
COMMON STOCK
-----------------------------------
Deficit
Additional Common Accumulated Total
Number of Paid-in Stock During the Stockholders'
Shares Amount Capital Subscibed Development Stage Equity
------------ ------------ ------------ ------------ ------------ --------------
Balance at inception - May 23, 2001 -- $ -- $ -- $ -- $ -- $ --
Stock issued for services 16,715,000 16,715 -- -- -- 16,715
Net loss -- -- -- -- (16,715) (16,715)
------------ ------------ ------------ ------------ ------------ --------------
Balance at December 31, 2001 16,715,000 16,715 -- -- (16,715) --
------------ ------------ ------------ ------------ ------------ --------------
Stock issued various dates for cash
at $1.50 per share 70,667 71 105,927 -- -- 105,998
Net loss -- -- -- -- (306,673) (306,673)
------------ ------------ ------------ ------------ ------------ --------------
Balance at December 31, 2002 16,785,667 16,786 105,927 -- (323,388) (200,675)
------------ ------------ ------------ ------------ ------------ --------------
Shares canceled by majority
Shareholder (3,000,000) -- -- -- -- --
Common stock subscribed -- -- -- 4,500 -- 4,500
Stock issued various dates
for cash at $1.50 per share 94,932 95 142,205 -- -- 142,300
------------ ------------ ------------ ------------ ------------ --------------
Balance June 11, 2003 date of
acquisition of Joystar, Inc. shares
in a reverse merger 13,880,599 16,881 248,132 4,500 (323,388) (53,875)
Cancel Joystar shares (13,880,599) -- -- -- --
Advanced Refrigeration shares
outstanding at June 11, 2003 3,322,840 -- -- -- -- --
Issue Advanced Refrigeration
Technologies, Inc. shares 13,880,599 248,132 (248,132) -- (115,942) (115,942)
Stock issued pursuant to the
stock option plan June 11, 2003
at market value of stock $0.03 per
share 810,000 24,300 -- -- -- 24,300
Stock issued for services 215,000 15,000 -- -- -- 15,000
Net loss -- -- -- -- (230,581) (230,581)
------------ ------------ ------------ ------------ ------------ --------------
Balance at June 30, 2003
(un-audited) 18,228,439 $ 304,313 $ -- $ 4,500 $ (669,911) $ (361,098)
============ ============ ============ ============ ============= =============
The accompanying notes are an integral part of these financial statements
5
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND CUMULATIVE FROM INCEPTION MAY 23, 2001 TO JUNE 30, 2003
(UN-AUDITED)
-----------------------------------------------------------------------------------------------------
CUMULATIVE
AMOUNTS FROM
INCEPTION
FOR THE SIX FOR THE SIX (MAY 23, 2001)
MONTHS ENDED MONTHS ENDED THROUGH
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003
------------- ------------- -------------
Cash flows from operating activities:
Net loss $ (230,581) $ (115,995) $ (553,969)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization and depreciation 332 -- 332
Stock issued for services 24,300 -- 41,015
Changes in assets and liabilities:
Increase in prepaid expenses (3,000) -- (3,000)
Increase in accounts payable 76,493 -- 86,211
Increase in salaries 99,614 32,000 181,425
Increase in rent accrual 6,000 24,000 60,000
------------- ------------- -------------
Net cash used in operations (26,842) (59,995) (187,986)
------------- ------------- -------------
Cash flows used by investing activities:
Acquisition of fixed assets (5,966) -- (8,372)
------------- ------------- -------------
Net cash used by investing activities (5,966) -- (8,372)
------------- ------------- -------------
Cash flows from financing activities:
Issuance of common stock 142,300 30,000 248,298
Advances from shareholders 34,562 27,274 97,139
Subscribed stock not issued 4,500 -- 4,500
Bank overdraft -- 2,721 --
Adjusting entry to reflect reverse acquisition
and recapitalization (115,942) -- (115,942)
------------- ------------- -------------
Net cash from financing activities 65,420 59,995 233,995
------------- ------------- -------------
Net increase (decrease) in cash 32,612 -- 37,637
Cash, beginning of period 5,025 -- --
------------- ------------- -------------
Cash, end of period $ 37,637 $ -- $ 37,637
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Issuance of stock for services $ 24,300 $ -- $ 41,015
Issuance of stock for accounts payable 15,000 -- 15,000
============= ============= =============
The accompanying notes are an integral part of these financial statements
6
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND CUMULATIVE FROM INCEPTION MAY 23, 2001 TO JUNE 30, 2003
(UN-AUDITED)
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
---------------------
On June 11, 2003, Advanced Refrigeration Technologies, Inc. a California
corporation (" the Company") acquired all of the issued and outstanding common
stock of Joystar, Inc., a Nevada corporation ("Joystar") in exchange for the
issuance by the Company of a total of 13,880,599 newly issued restricted shares
of common voting stock to the Joystar shareholders pursuant the Agreement an
Plan of Reorganization dated as if June 10, 2003. Prior to the issuance of the
shares, the Company had 3,322,840 shares of common stock issued and outstanding.
Subsequent to the exchange there were 17,203,439 shares issued and outstanding.
The shareholders of Joystar own 81% of the common stock outstanding of the
Company after the issuance of the 13,880,599 shares.
The acquisition of Joystar by the Company on June 11, 2003 has been accounted
for as a purchase and treated as a reverse acquisition since the former owners
of Joystar controlled 81% of the total shares of Common Stock of the Company
outstanding immediately following the acquisition.
On this basis, the historical financial statements prior to June 11, 2003 have
been restated to be those of the accounting acquirer Joystar. The historical
stockholders' equity prior to the reverse acquisition has been retroactively
restated (a recapitalization) for the equivalent number of shares received in
the acquisition after giving effect to any difference in par value of the
issuer's and acquirer's stock. The original 3,322,840 shares of common stock
outstanding prior to the exchange reorganization have been reflected as an
addition in the stockholders' equity account of the Company on June 11, 2003.
The Company has been in the development stage since its inception May 23, 2001.
2. INTERIM FINANCIAL INFORMATION
-----------------------------
The financial statements of Advanced Refrigeration Technologies, Inc. (the
Company) as of June 30, 2003 and for the six months ended June 30, 2003 and 2002
and related footnote information are un-audited. All adjustments (consisting
only of normal recurring adjustments) have been made which, in the opinion of
management, are necessary for a fair presentation. Results of operations for the
six months and three months ended June 30, 2003 and 2002 are not necessarily
indicative of the results that may be expected for any future period. The
balance sheet at December 31, 2002 was derived from audited financial
statements.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been omitted. These financial statements
should be read in conjunction with the financial statements and notes for the
year ended December 31, 2002 included in an 8-K filed with the Securities and
Exchange Commission on August 26, 2003.
7
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
PROPERTY AND EQUIPMENT
----------------------
Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets,
which is seven years for furniture and equipment and three years for
computer equipment. No property and equipment has been depreciated.
USE OF ESTIMATES
----------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
INCOME TAXES
------------
Deferred income taxes are reported using the liability method. Deferred
tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
8
NET LOSS PER SHARE
------------------
In February 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 128 "Earnings Per Share" which requires the Company to
present basic and diluted earnings per share, for all periods
presented. The computation of loss per common share (basic and diluted)
is based on the weighted average number of shares actually outstanding
during the period. The Company has no common stock equivalents, which
would dilute earnings per share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
Financial instruments consist principally of cash and various current
liabilities. The estimated fair value of these instruments approximates
their carrying value.
4. GOING CONCERN
-------------
The accompanying financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United
States of America, contemplates the continuation of the Company as a
going concern. However, the Company has been in the development stage
since its inception (May 23, 2001), sustained significant losses and
has used capital raised through the issuance of stock and debt to fund
activities. Continuation of the Company as a going concern is
contingent upon establishing and achieving profitable operations. Such
operations will require management to secure additional financing for
the Company in the form of debt or equity.
Management believes that actions currently being taken to revise the
Company's funding requirements will allow the Company to continue its
development stage operations. However, there is no assurance that the
necessary funds will be realized by securing debt or through stock
offerings.
5. CAPITAL STOCK
-------------
COMMON STOCK
------------
On November 2, 2001, the Company issued 16,715,000 restricted shares of
common stock at $0.001 per share totaling $16,715 for services rendered
in connection with the start up of the Company.
At various dates in 2002, the Company issued for cash of $105,998,
70,667 shares of common stock at $1.50 per share through a private
placement, pursuant to provisions of Section 4(2) of the Securities Act
of 1933 and Rule 506 of Regulation D.
COMMON STOCK SPLIT
------------------
On November 1, 2001, the Board of Directors of the Company approved a
stock split of the Company's common stock at a ratio of 1,000 for 1.
All references in the accompanying financial statements to the number
of common stock and per share amounts reflect the stock split.
9
STOCK CANCELED
--------------
A majority shareholder canceled 3,000,000 shares of stock in
anticipation of the acquisition of Advanced Refrigeration Technologies,
Inc.
At various dates in 2003, the Company issued for cash of $142,300,
94,932 shares of common stock at $1.50 per share through a private
placement, pursuant to provisions of Section 4(2) of the Securities Act
of 1933 and Rule 506 of Regulation D.
STOCK ISSUED IN REVERSE MERGER JUNE 11, 2003
---------------------------------------------
The Company acquired all of the issued and outstanding common stock of
Joystar, Inc., a Nevada corporation ("Joystar") in exchange for the
issuance by the Company of a total of 13,880,599 newly issued
restricted shares of common dated as if June 10, 2003.
RECONCILIATION OF COMMON STOCK AT DECEMBER 31, 2002
---------------------------------------------------
Common stock at par value $0.001 $ 16,786
Additional paid in capital 105,927
-----------
$ 122,713
===========
STOCK ISSUED UNDER STOCK OPTION PLAN AND FOR PAYMENT OF SERVICES
----------------------------------------------------------------
The Company issued 810,000 shares of common stock pursuant to the Company's
Stock Option Plans on June 11, 2003 valued at the market price of the stock on
that date $0.03.
The Company issued 215,000 shares of common stock in payment of invoices for
professional services in June, 2003.
6. RELATED PARTY TRANSACTIONS
--------------------------
Advances from shareholder of $17,689 at June 30, 2003 are non-interest
bearing, currently payable and not evidenced by any notes.
The Company received loans in the amount of $70,000 and $9,450 from two other
shareholders. The $70,000 bears interest at 10% and is evidenced by a note
payable. The $9,450 bears interest at 10% but is not evidenced by a note.
7. STOCK OPTIONS
-------------
The Board of Directors has approved in April, 2003 a Company's stock option
plan, which was amended by the Company in July, 2003. All the shares (480,000
shares) under 2002 Equity and Stock Option Plan were issued in June, 2003. In
July, 2003, the Company approved 2003 Equity Compensation Plan which provides
for the grant to directors, officers, employees and consultants of the Company
of stock based awards and options to purchase up to an aggregate of 2,500,000
shares of Common Stock. No grants have been made yet under 2003 Equity
Compensation Plan.
On June 11, 2003 the Company granted a total of 810,000 shares under the 2000
and 2002 stock compensation plans for services to the Company. The valuation of
the shares issued were at the market price on the Grant date $0.03.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
General
Advanced Refrigeration Technologies, Inc. (the "Company") was
incorporated in the State of California on February 5, 1998. It designed,
manufactured and marketed an energy efficiency evaporator fan motor controller
for walk-in refrigerators and freezers until June 11, 2003 when it acquired all
of the issued and outstanding common stock of Joystar, Inc., a Nevada
corporation ("Joystar") in exchange for the issuance by the Company of a total
of 13,880,599 newly issued restricted shares of common voting stock to the
Joystar shareholders pursuant the Agreement an Plan of Reorganization dated as
if June 10, 2003. Prior to the issuance of the shares, the Company had 3,322,840
shares of common stock issued and outstanding. Subsequent to the exchange there
were 17,203,439 shares issued and outstanding. The shareholders of Joystar own
81% of the common stock outstanding of the Company after the issuance of the
13,880,598 shares. Concurrent with the acquisition of Joystar the Company
disposed of the fan control business extinguishing approximately $125,000 of
debt for $105,000 of fan control assets.
Joystar was incorporated on May 23, 2001. Joystar is a provider of
online and offline travel services for the leisure and small business traveler.
Joystar has been in the development stage since its inception, May 23,
2001. It is primarily engaged in raising capital to increase sales and marketing
activity, licensing and product development, acquisitions and infrastructure
development.
The restructuring and re-capitalization has been treated as a reverse
acquisition with Joystar becoming the accounting acquirer. The accompanying
financial statements represent Joystar's activity since inception May 23, 2001
through June 30, 2003 and includes Advanced Refrigeration Technologies, Inc.
activity since June 11, 2003.
The following discussion should be read in conjunction with selected
financial data and the financial statements and notes to financial statements.
Results of operations
Because the Company is in the development stage the periods are not
easily compared. General and administrative expenses increased due primarily to
additional salary expense during the six and three months ended June 30, 2003
and marketing and sales decreased due in a large part to the war in Iraq
effecting our entry into the travel markets.
11
Liquidity and sources of capital
At June 30, 2003 our cash position required that we actively seek
additional sources of capital. At June 30, 2003 the Company had available cash
of $37,637.
ITEM 3. Controls and Procedures
The Company has disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) to
ensure that material information contained in its filings with the Securities
and Exchange Commission is recorded, processed, summarized and reported on a
timely and accurate basis. Based on such evaluation, the Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures are effective at ensuring that
material information is recorded, processed, summarized and reported on a timely
and accurate basis in the Company's filings with the Securities and Exchange
Commission. Since such evaluation there have not been any significant changes in
the Company's internal controls, or in other factors that could significantly
affect these controls
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote
In June, 2003, the Company's majority shareholders (12,820,000 shares) voted to
approve the Company's name to "Joystar, Inc.".
Item 5. Other information NONE
Item 6.
(a) Exhibits
--------
Exhibit No. Description
----------- -----------
Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
b) Reports on 8K during the quarter: Form 8-K, Items 1 and 2, filed in June,
2003.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
Date: August 29, 2003
By /s/ William Alverson
---------------------------
President
13