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, 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 March 31, 2000 is 400,000 shares, par value $0.01, stated value $3.00
The number of shares outstanding of the registrant's common stock as of
March 31, 2000 is 5,672,309 shares, par value $0.01
<PAGE>
U.S.A. SUNRISE BEVERAGES, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of March 31, 2000 1
Statements of Income for the three months ended
March 31, 2000 and 1999........... 2
Statements of Cash Flows for the three months
ended March 31, 2000 and 1999..... 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION 6
Signatures 7
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Balance Sheet
March 31, 2000
Assets
Current Assets
Cash $ 14,510
------
Total Current Assets 14,510
------
Total Assets$ 14,510
======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 10,714
Notes Payable 176,124
Notes Payable-Officers 13,727
Accrued Interest 48,632
-------
Total Current Liabilities 249,197
STOCKHOLDER'S EQUITY
Preferred stock, $0.01 par value
500,000 shares issued and
outstanding 4,000
Common stock, $0.01 par value.
5,672,309 shares issued and
outstanding 56,723
Additional paid in capital 1,467,311
Deficit accumulated during
the development stage (1,762,721)
Total stockholder's
Equity (deficit) (234,687)
Total Liabilities and
Stockholder's Equity $ 14,510
======
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Statements of Operations
For the Three Months Ended March 31, 2000 and 1999 (unaudited)
Three months Three months
Ended Ended
March 31,2000 March 31, 1999
Revenues $ - $ -
Cost of Sales - -
------------ ----------
Gross Profit - -
Selling, general and
administrative expenses 25,768 2,881
------------ -----------
Net loss from operations (25,768) (2,881)
Other Expense
Interest expense (4,963) (2,669)
-------------- -----------
Net loss $ (30,731) $ (5,550)
============ ==========
Basic net loss per share $ (0.0011) $ (0.0013)
Weighted average shares
outstanding 5,066,559 4,150,000
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999
(unaudited)
Three months ended March 31,
2000 1999
-----------------------
Cash flows from operating activities
Net loss ($30,731) ($5,550)
Adjustments to reconcile to net loss
to net cash (used in) provided by
operating activities
Stock issued for services 12,500 -
Services rendered at no charge to the
Company 12,500 -
Increase in accrued interest payable 4,963 (1,832)
Change in notes payable - 2,670
------- --------
Net cash used by
operating activities (768) (4,712)
------- --------
Net cash provided by (used by)
investing activities -0- -0-
Cash flows from financing activities
Loans from shareholders 12,062 -
Repayment of loans to/from shareholder - 20
------ -------
Net cash provided by (used by)
financing activities 12,062 1,850
------- -------
Net increase (decrease) in cash 11,294 (2,862)
Cash at beginning of period 3,216 2,875
------- ------
Cash at end of period $ 14,510 $ 13
======== =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Notes to Financial Statements
For the Three Months Ended March 31, 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 March 31,
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, 2000.
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 1,186,500 were issued to the Company's president and 25,000
were issued to an outside consultant. The 1,186,500 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. 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. The Company intends, pursuant to the clauses of
an agreement with the consultant, to register such shares with the
Securities and Exchange Commission under a Form S-8 or other applicable
registration statement.
<PAGE>
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 quarter ended March 31, 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.
<PAGE>
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
<PAGE>
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: May 15, 2000 /s/ Omar Barrientos
-----------------------------------
Omar Barrientos,
President, Chief Executive Officer
and Treasurer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 14,315
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,315
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,510
<CURRENT-LIABILITIES> 249,197
<BONDS> 0
0
4,000
<COMMON> 56,723
<OTHER-SE> (295,410)
<TOTAL-LIABILITY-AND-EQUITY> 14,510
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25,768
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,963
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,731)
<EPS-BASIC> (0.0061)
<EPS-DILUTED> (0.0061)
</TABLE>
