<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-9809
HEALTH BUILDERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0561634
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2077 Elderberry Way, Sandy, Utah 84092
(Address of principal executive offices)
(801) 553-8972
(Registrant's telephone number, including area code)
Check whether the issuer (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 report(s), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
The number of $.001 par value common shares outstanding at
September 30, 1997: 2,305,500
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
See attached.
Item 2: Management's Discussion & Analysis or Plan of
Operations
The Company was incorporated on July 3, 1996. The
Company has not yet generated any revenues from operations
and is considered a development stage company. The Company
has no significant assets. To date, activities have been
limited to organizational matters and the preparation and
filing of a registration statement to register a public
offering of its securities. Pursuant thereto, the Company
sold 305,500 shares of its common stock and raised gross
proceeds of $61,100.
Management's plan of operation for the next twelve
months is to use the proceeds from the offering primarily to
acquire office equipment, hire employees and cover the
payroll costs and otherwise provide operating capital during
the start up period of operations until the Company can
begin generating revenues from operations to thereafter
cover ongoing expenses. The Company is totally dependent
upon the funds raised in this offering for the ability to
fully commence its intended business operations.
There is absolutely no assurance that the Company will
be able, with the proceeds of the offering, to successfully
commence proposed business operations. At this time, no
assurances can be given with respect to the or the length of
time after commencement of operations that it will be
necessary to fund operations from proceeds of the offering.
Management believes that the net proceeds from the
offering will provide working capital for one to two years
after commencement of operations, during which time
management anticipates that the Company will begin
generating sufficient revenues to cover ongoing expenses.
However, there is absolutely no assurance of this. If the
Company is unsuccessful, investors will have lost their
money and management will not attempt to pursue further
efforts with respect to such business, and it is unlikely
the Company would have the financial ability to do so in any
event. Instead management will call a shareholders meeting
to decide whether to liquidate the Company or what direction
the Company will pursue, if any. However, the Company
presently has no plans, commitments or arrangements with
respect to any other potential business venture and there is
no assurance the Company could become involved with any
other business venture, especially any business venture
requiring significant capital.
-2-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Change 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
None
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Health Builders International, Inc.
Date: October 23, 1997 by: /s/ L. Dee Hall
L. Dee Hall, President
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
September 30, December 31,
1997 1996
___________ ___________
CURRENT ASSETS:
Cash in bank $48,146 $ 2,603
___________ ___________
OTHER ASSETS:
Organizational costs, net 767 917
Deferred stock offering costs - 6,370
___________ ___________
Total Other Assets 767 7,287
___________ ___________
$ 48,913 $ 9,890
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 1,295 69
___________ ___________
Total Current Liabilities 1,295 69
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
500,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
2,305,500 and 2,000,000 shares
issued and outstanding at 1997
and 1996 2,306 2,000
Capital in excess of par value 50,068 8,000
Deficit accumulated during the
development stage (4,756) (179)
___________ ___________
Total Stockholders' Equity 47,618 9,821
___________ ___________
$ 48,913 $ 9,890
___________ ___________
NOTE: The balance sheet at December 31, 1996 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three For the Nine From Inception
Months Ended Months Ended on July 3,
September 30, September 30, 1996 Through
__________________ _______________ September 30,
1997 1996 1997 1996 1997
_________ _______ ______ _______ _______
REVENUE:
Sales $ - $ - $ - $ - $ -
_________ _______ ______ _______ ______
EXPENSES:
General and
administrative 1,096 60 4,577 60 4,756
_________ _______ ______ ________ ______
LOSS BEFORE INCOME TAXES (1,096) (60) (4,577) (60) (4,756)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
_________ _______ _______ _______ _______
NET LOSS $(1,096) $(60) $(4,577) $ (60) $(4,756)
_________ _______ _______ ______ _______
LOSS PER COMMON SHARE $(.00) $ (.00) $(.00) $ (.00) $ (.00)
_________ _______ _______ ______ ______
The accompanying notes are an integral part of these financial
statements.
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine From Inception
Months Ended on July 3,
September 30, 1996 Through
_____________________ September 30,
1997 1996 1997
____________ _________ ___________
Cash Flows to Operating Activities:
Net loss $(4,577) $(60) $ (4,756)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and amortization 150 33 233
Changes in assets and liabilities:
Accounts payable (1,048) - 1,295
______________ ________ __________
Net Cash Flows to Operating
Activities (5,475) (27) (3,228)
______________ ________ ___________
Cash Flows to Investing Activities:
Payment of organization costs - (1,000) (1,000)
_____________ _________ ___________
Net Cash to Investing Activities - (1,000) (1,000)
______________ ________ ___________
Cash Flows from Financing Activities:
Proceeds from common stock issuance 61,100 10,000 71,100
Payments for stock offering costs (10,082) (5,650) (17,431)
_____________ _________ ___________
Net Cash from Financing
Activities 51,018 4,350 53,669
_____________ _________ ___________
Net Increase (Decrease) in Cash 45,543 3,323 48,146
Cash at Beginning of Period 2,603 - -
_____________ _________ ___________
Cash at End of Period $ 48,146 $ 3,323 $ 48,146
_____________ _________ ___________
Supplemental Disclosures of Cash Flow information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental schedule of Noncash Investing and Financing
Activities:
For the period ended September 30, 1997:
Stock offering costs of $1,295 have been accrued into accounts
payable at September 30, 1997.
For the period ended September 30, 1996:
Stock offering costs of $720 have been accrued into accounts
payable at September 30, 1996.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Delaware on July 3, 1996. The Company has not commenced
planned principal operations and is considered a development
stage company as defined in SFAS No. 7. The Company is planning
to engage in the business of establishing a training and
distribution center for the development of multi-level marketing
networks in the health and nutrition industry, to train and
assist people involved in network marketing for various health
and nutrition companies in recruiting, and also to provide
customized mailing and fax services. The Company has, at the
present time, not paid any dividends and any dividends that may
be paid in the future will depend upon the financial requirements
of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 30, 1997 and for all the periods presented have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1996 audited financial
statements. The results of operations for the periods ended
September 30, 1997 are not necessarily indicative of the
operating results for the full year.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
NOTE 2 - CAPITAL STOCK
Public Offering of Common Stock - The Company made a public
offering of 305,500 shares of its previously authorized but
unissued common stock. The Company filed a registration
statement on Form SB-2 with the United States Securities and
Exchange Commission in accordance with the Securities Act of 1933
as amended. An offering price of $.20 per share was arbitrarily
determined by the Company. The offering was managed by the
Company without any underwriter. The shares were offered and
sold by an officer of the Company, who received no sales
commissions or other compensation in connection with the
offering, except for reimbursement of expenses actually incurred
on behalf of the Company in connection with the offering. The
Company incurred stock offering costs of $18,726 which have been
netted against the proceeds of the public stock offering
(reduction in capital in excess of par).
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
Common Stock - During July, 1996, in connection with its
organization, the Company issued 2,000,000 shares of its
previously authorized, but unissued common stock. Total proceeds
from the sale of stock amounted to $10,000 (or $.005 per share).
Preferred Stock - The Company has authorized 500,000 shares of
preferred stock, $.001 par value, with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
September 30, 1997.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards. At September 30, 1997 there were no
material deferred tax assets or liabilities, current or deferred
tax expense, or net operating loss carryforwards.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to its officers and directors.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate continuation of the Company as a going concern. The
Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
its planned operations through loans and/or through additional
sales of its common stock. There is no assurance that the Company
will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 48,146
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 48,146
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 48,912
<CURRENT-LIABILITIES> 1,295
<BONDS> 0
0
0
<COMMON> 2,306
<OTHER-SE> 45,312
<TOTAL-LIABILITY-AND-EQUITY> 48,913
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,577
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,577)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,577)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,577)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
