SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number
U.S.A. SUNRISE BEVERAGES, INC.
(Exact name of registrant as specified in its charter)
SOUTH DAKOTA 46-0439668
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P.O. BOX 938 Spearfish, SD 57783
(Address of principal executive (Zip Code)
offices)
(605) 642-5560
(Registrant's telephone number including area code)
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 __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Registrant had 3,750,000 shares of common stock, no par value, outstanding as
of March 31, 1999.
<PAGE>
U.S.A. SUNSHINE BEVERAGES, INC,
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the three
months ended March 31, 1999 and 1998...........
Consolidated Balance Sheets as of March 31, 1999
and December 31,1998...........................
Consolidated Statements of Cash Flows for the
three months ended March 31, 1999 and 1998.....
Notes to Consolidated Financial Statements........
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................
The number of shares outstanding of the registrant's preferred stock as of March
31, 1999 is 400,000 shares.
The number of shares outstanding of the registrant's common stock as of March
31, 1999 is 3,750,000 shares.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - March 31, 1999 (unaudited) and
December 31, 1998.
Consolidated Statement of Operations - Three months Ended
March 31, 1999 and 1998 (unaudited)
Consolidated Statement of Cash Flow - Three months Ended
March 31, 1999 (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
(1) Liquidity
As of March 31, 1999, Registrant had cash of $12.00.
Cash resources have been generated by advanced loans to the
Company from an officer of the Company and Paul Miller Trust
and are being used primarily to fund operating expenses.
Registrant is not aware of any additional sources of
liquidity.
(2) Results of Operations
As of March 31, 1999, Registrant has not conducted any
operations. Registrant filed its Amended Form 10-SB on
April 27, 1999. Registrant plans to commence operations
within fiscal year 1999.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Balance Sheet
Assets
March 31, 1999 December 31, 1998
Current Assets
Cash $ 12 $ 2,874
Supplies Inventory 1,350 1,350
------------ -----------
Total Current Assets 1,362 4,224
Property and Equipment Net 3,984 3,984
------------ -----------
Total Assets $ 5,346 $ 8,208
============= ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 23,066 $ 24,897
Notes Payable 167,394 165,564
Notes Payable-Officers 99,881 99,861
Accrued Interest 26,699 24,029
Dividends Payable 120,000 120,000
-------------- -----------
Total Current Liabilities 437,040 434,351
STOCKHOLDER'S EQUITY
Preferred stock, $0.01 par value
500,000 shares issued and
outstanding 4,000 4,000
Common stock, $0.01 par value.
3,750,000 shares issued and
outstanding 37,500 37,500
Additional paid in capital 1,097,801 1,097,801
Deficit accumulated during
the development stage (1,570,995) (1,565,444)
----------------- -----------
Total stockholder's
Equity (deficit) (431,694) (426,143)
------------------ -----------
Total Liabilities and
Stockholder's Equity $ 5,346 $ 8,208
================= =============
The accompanying notes are an integral part of these financial statements.
U.S.A. Sunrise Beverages, Inc.
Consolidated Statements of Operations
For the Three Months Ended March 31, 1999 and 1998 (unaudited)
Three months Three months
Ended Ended
March 31,1999 March 31, 1998
Revenues $ - $ -
Cost of Sales - -
------------ ----------
Gross Profit - -
Selling, general and
administrative expenses 2,881 4,976
------------ -----------
Net loss from operations (2,881) 4,976
Other Expense
Interest expense (2,669) (10,267)
-------------- -----------
Net loss $ (5,550) $ (5,291)
============ ============
Basic net loss per share $ (0.0013) $ (0.0013)
Weighted average shares
outstanding 4,150,000 3,962,500
The accompanying notes are an integral part of these financial statements.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1999 and 1998
(unaudited)
Three months ended
March 31,
------------------
1999 1998
------------------
Cash flows from operating activities
Net loss ($5,550) ($5,291)
Adjustments to reconcile to net loss
to net cash (used in) provided by
operating activities
Change in accounts payable (1,832) (8,107)
Change in other current liabilities 2,670 14,029
------- ---------
Net cash provided by (used by)
operating activities (4,712) (631)
-------- --------
Net cash provided by (used by)
investing activities -0- -0-
Cash flows from financing activities
Change in short term notes payable 1,830 3,477
Repayment of loans from shareholder 20 -0-
Net cash provided by (used by)
financing activities 1,850 3,477
Net increase (decrease) in cash (2,862) 2,846
Cash at beginning of period 2,875 29
------- --------
Cash at end of period $ 13 $ 2,875
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements of U.S.A Sunrise Beverages, Inc.
(the "Registrant") and related notes have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. The accompanying consolidated
financial statements and related notes should be read in conjunction with the
audited financial statements in Form 10-SB of the Registrant, and notes thereto,
for the year ended December 31, 1998.
The information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of the interim periods presented.
Results for the quarter ended March 31, 1999 are not necessarily indicative of
the results that may be expected for the full year ending December 31, 1999.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the best of its knowledge, Registrant is not party to, nor is any of
its property the subject of, any pending material legal proceedings, except a
certain note payable to a stockholder, currently in default and subject to a
June, 1997 judgment for $72,564 plus statutory interest at 5%.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
U.S.A Sunrise Beverages, Inc.
----------------------------
(Registrant)
Date: June 11, 1999 /s/ Omar Barrientos
- -----------------------------------
Omar Barrientos,
President, Chief Executive Officer and
Treasurer)
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