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 September 30, 2000
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.
The number of shares outstanding of the registrant's preferred stock as of
September 30, 2000 is 400,000 shares.
The number of shares outstanding of the registrant's common stock as of
September 30, 2000 is 5,672,309 shares.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
Consolidated Balance Sheets - September 30, 2000 (unaudited) and December 31,
1999.
Consolidated Statement of Operations for the three and nine months Ended
September 30, 2000 and 1999 (unaudited)
Consolidated Statement of Cash Flow - Nine months Ended September 30, 2000
(unaudited)
Notes to Consolidated Financial Statements
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(1) Liquidity
As of September 30, 2000, Registrant had cash of $92.00. Cash resources have
been generated by advanced loans to the Company from an officer of the
Company and have been used primarily to fund operating expenses. Registrant
is not aware of any additional sources of liquidity.
U.S.A. Sunrise Beverages, Inc.
Balance Sheet
Assets
September 30, 2000 December 31, 1999
Current Assets
Cash $ 92 $ 3,216
------- --------
Total Current Assets 92 3,216
------- --------
Total Assets $ 92 $ 3,216
======== =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 10,464 $ 10,711
Notes Payable 176,124 177,785
Notes Payable-Officers 12,382 116,626
Accrued Interest 41,184 43,675
Dividends Payable - 180,000
------- --------
Total Current Liabilities 240,154 528,797
STOCKHOLDER'S EQUITY
Preferred stock, $0.01 par value
400,000 shares issued and
outstanding 4,000 4,000
Common stock, $0.01 par value.
5,672,309 shares issued and
outstanding 56,723 44,608
Additional paid in capital 1,492,311 1,157,801
Deficit accumulated during
the development stage (1,793,096) (1,731,990)
------- --------
Total stockholder's
Equity (deficit) (240,062) (525,581)
Total Liabilities and
Stockholder's Equity$ $ 92 $ 3,216
======== =========
The accompanying notes are an integral part of these financial statements.
U.S.A. Sunrise Beverages, Inc.
Consolidated Statements of Operations
For Quarter Ended September, 2000 and 1999 (unaudited)
and Nine Months Ended September 2000 and 1999 (unaudited)
Quarter Quarter Nine months Nine months
Ended Ended Ended Ended
September 30 September 30 September 30 September 30,
2000 1999 2000 1999
Revenues $ - $ - $ - $ -
Cost of Sales - - - -
Gross Profit - - - -
Selling, general and
administrative
expenses 13,938 2,817 63,592 13,827
Net Income (loss)
from operations (13,938) (2,817) (63,592) (13,827)
Other Expense
Interest expense (3,249) (6,478) (14,760) (15,585)
Net Income (loss) $(17,187) $(9,295) $(78,352) $(29,412)
======= ====== ======= ========
Basic net Gain (loss)
per share $(0.0030) $ (0.0021) $(0.0138) $(0.0069)
======= ====== ======= ========
Weighted average shares
outstanding 5,672,309 4,460,809 5,672,309 4,253,603
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
U.S.A. Sunrise Beverages, Inc.
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities
Net Income (loss) ($78,352) ($29,412)
Adjustments to reconcile to net loss
to net cash (used in) provided by
operating activities
Depreciation Expense -0- 1,427
Change in Inventory -0- (1)
Change in accounts payable (250) 3,043
Change in other current liabilities 28,713 39,614
Dividends payable preferred stock -0- 60,000
Change in short term notes payable (1,661) 4,602
Net cash provided by (used by)
operating activities (51,550) (79,273)
Cash Flows from Investment Activities
Investment Equipment, Plant -0- (0)
Net Cash Provided by (Used by)
Investing Activities -0- (0)
Cash flows from financing activities
Repayment of loans from shareholders 10,927 (489)
Additional paid in capital 25,000 (84,940)
Sale of Capital Stock 12,500 7,108
Net Cash Provided by (Used by)
Financing Activities 48,427 (78,321)
Net Increase (Decrease) in Cash (3,124) 952
Cash at Beginning of Period 3,216 70
Cash at End of Period $ 92 $ 1,022
======== ========
The accompanying notes are an integral part of these financial statements.
U.S.A. Sunrise Beverages, Inc.
Notes to Financial Statements
For the Nine Months Ended September 30, 2000 and 1999
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly
the financial position of U.S.A. Sunrise beverages, Inc. as of September 30,
2000 and the results of operations and cash flows for the periods
presented. Certain information and footnotes disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to the securities and Exchange Commission's rules and regulations. The
results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. Management
believes the disclosures made are adequate to ensure that the
information is not misleading The accompanying consolidated financial
statements and related notes should be read in conjunction with the
audited financial statements in Form 10-KSB of the Registrant, and
notes thereto, filed on 5/2/2000 for the year ended December 31, 1999.
2.Reclassification-Adjustments:
Certain prior year amounts have been reclassified and adjusted to
conform to current year presentation.
3.Significant post-year end financing
On March 31, 2000, the Company issued 1,211,500 shares of common stock,
of which 466,500 were issued to the Company's president, 720,000 to holders
of preferred stock and 25,000 were issued to an outside consultant. The
466,500 and 720,000 shares were issued by the Company under Rule 144 in
satisfaction of cumulative Preferred Stock dividends payable and
recapitalization of amounts previously advanced to the Company in the form of
loans. In accordance with the preferred stock designation, the shares were
issued at $0.25 per share, which was 50% of the most recent transaction price
for the shares. As a result the Company paid $180,000 on dividends and
$116,626 on related party debt as recapitalization. As a result the Current
Liabilities were reduced in the total amount of $296,626. The balance of
25,000 shares of common stock was issued at a price of $0.50 per share, and
relates to legal and consultant services.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
U.S.A. Sunrise Beverages, Inc., (the "Company") was incorporated under
the laws of the state of South Dakota August 13,1990. The Company
intends to restart its production of exotic soft drinks and spring
water. The Company owns the rights to produce and distribute ten
beverage flavors including Papaya Sunrise and its slogans "The Drink of
Paradise". The Company also owns the rights to purchase, in bulk, water
from a spring located in the Black Hills, in Spearfish, South Dakota.
This water will be marketed under the names of Dakota Springs and
Rushmore Springs, under the slogan "Water of Presidents".
Although there are no recent distribution agreements in place,
management has kept its contacts and familiarity within the soft drink
industry and with the experience and support of the Company's strong
management and sales force, management believes it will re-establish
channels for the distribution of its products through distributors and
manufactures. Past contracts and agreements include Shasta, McLane,
McLane International and Full Service Beverages.
On September 10, 1999, the Company entered into an Advisory agreement
with A-Z Professional Consultants, Inc., a Utah corporation, whereby the
company will be provided the assistance in effecting the purchase of
business and assets relative to its business and growth strategy,
general business and financial issues consulting the introduction of the
Company to brokers and dealers and assisting in the preparation of
documents for use by market makers, public relation firms and
consultants and others that may assist the Company in its plans and
future and create a research report for the company (the 'Service'). As
consideration for these consulting and services the Company issued the
consultant 100,000 shares of restricted common stock.
On September 30, 1999, Olsen Payne and Company, filed with NASD on
behalf of the Company, an application for the securities of the Company
to be quoted on the OTC Bulletin Board under the requirements of the
Securities and Exchange Commission (SEC) Rule 15c2-11 and the filing and
information requirements of NASD RULE 6740 of the NASD by-laws.
As of October 15, 1999, a limited public market for the Company's Common
Stock exist on the NASDAQ O-T-C- Bulletin Board under the symbol
"USBV". There was no trading of the Common Stock, however, during the
year ended December 31, 1999 and period ended september 30, 2000, however,
the Company did issue shares at $0.50 for services in connection with
consulting fees, and at $0.25 for the conversion of cumulative preferred
stock dividends and related party debt to equity.
FORWARD LOOKING INFORMATION
Certain statements included or incorporated by reference in this Form
10-QSB constitute "Forward Looking Statements" within the meaning of
section 27A of the securities Act of 1933, as amended (The "Securities
Act"), and Section 2IE of the Exchange Act. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, levels of activity,
performance or achievements expressed or implied by such forward looking
statements. In addition forward looking statements generally can be
identified by the use of forward looking terminology such as "may",
"will", "expect", "intend", "anticipate", "estimate", "believe", or
"continue" or the negative thereof or variations thereon or similar
terminology. Although the Company believes that the expectations
reflected in the forward- looking are reasonable, we can no give
assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially
from the Company's expectations are disclosed in our Form 10-SB for the
year ended December 31, 1998 and in Form 10-KSB for the year ended
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%.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 3. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule, filed herewith electronically
(b) Reports on Form 8-K None
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: November 2, 2000 /s/ Omar Barrientos
-----------------------------------
Omar Barrientos,
President, Chief Executive Officer
and Treasurer)
