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 JUNE 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
June 30, 2000 is 400,000 shares.
The number of shares outstanding of the registrant's common stock as of June
30, 2000 is 5,672,309 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - June 30, 2000 (unaudited) and December
31, 1999.
Consolidated Statement of Operations for the three and six months
Ended June 30, 2000 and 1999 (unaudited)
Consolidated Statement of Cash Flow - Six months Ended June 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 June 30, 2000, Registrant had cash of $133.00. 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.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Balance Sheets
Assets
June 30, 2000 December 31, 1999
Current Assets
Cash $ 133 $ 3,216
----------- -----------
Total Current Assets 133 3,216
----------- -----------
Total Assets $ 133 $ 3,216
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 10,514 $ 10,711
Notes Payable 176,124 177,785
Notes Payable-Officers 10,927 116,626
Accrued Interest 51,591 43,675
Dividends Payable - 180,000
----------- -----------
Total Current Liabilities 249,156 528,797
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 1,479,811 1,157,801
Deficit accumulated during
the development stage (1,789,557) (1,731,990)
----------- -----------
Total stockholder's
Equity (deficit) (249,023) (525,581)
----------- -----------
Total Liabilities and
Stockholder's Equity $ 133 $ 3,216
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Consolidated Statements of Operations
For the Three Months Ended June 30, 2000 and 1999 (unaudited)
<TABLE>
<CAPTION>
Three months Three months Six months Six months
Ended Ended Ended Ended
June 30,2000 June 30, 1999 June 30,2000 June 30,1999
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
Cost of Sales -- -- -- --
----------- ----------- ----------- -----------
Gross Profit -- -- -- --
Selling, general and
administrative expenses 23,678 8,125 49,978 11,009
----------- ----------- ----------- -----------
Net loss from operations (23,678) (8,125) (49,978) (11,009)
Other Expense
Interest expense (3,158) (6,438) (8,121) (9,107)
----------- ----------- ----------- -----------
Net loss $ (26,836) $ (14,563) $ (58,099) $ (20,116)
=========== =========== =========== ===========
Basic net loss per share $ (0.0047) $ (0.0035) $ 0.0102 $ (0.0048)
Weighted average shares
outstanding 5,672,309 4,150,000 5,672,309 4,150,000
</TABLE>
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 Six Months Ended June 30, 2000 and 1999
(unaudited)
Six months ended
June 30
2000 1999
Cash flows from operating activities
Net loss ($ 58,099) ($ 20,116)
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 25,000 -
Change in accounts payable (197) (685)
Change in other current liabilities 8,447 9,106
Change in short term notes payable (1,661) 10,560
--------- ---------
Net cash provided by (used by)
operating activities (14,010) (1,135)
--------- ---------
Cash Flows from Investment Activities - -
--------- ---------
Net cash provided by (used by)
investing activities - -
Cash flows from financing activities
Repayment of long term debt - -
loans from shareholder (net) 10,927 -
--------- ---------
Net cash provided by (used by)
financing activities 10,927 -
--------- ---------
Net increase (decrease) in cash (3,083) (1,135)
Cash at beginning of period 3,216 2,875
--------- ---------
Cash at end of period $ 133 $ 1,740
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
U.S.A. Sunrise Beverages, Inc.
Notes to Financial Statements
For the Six Months Ended June 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 June 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, 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 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
$.25 per share, which was 50 percent 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. 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.
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".
<PAGE>
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 not 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 4. 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: July 28, 2000 /s/ Omar Barrientos
---------------------------
Omar Barrientos,
President, Chief Executive Officer and
Treasurer)
