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: June 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 June 30,
1997: 2,000,000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, December 31,
1997 1996
___________ ___________
CURRENT ASSETS:
Cash in bank $ 34 $ 2,603
___________ ___________
OTHER ASSETS:
Organizational costs, net 817 917
Deferred Stock offering costs 7,349 6,370
___________ ___________
Total Other Assets 8,166 7,287
___________ ___________
$ 8,200 $ 9,890
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 1,860 69
___________ ___________
Total Current Liabilities 1,860 69
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
500,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
2,000,000 shares issued and
outstanding 2,000 2,000
Capital in excess of par value 8,000 8,000
Deficit accumulated during the
development stage (3,660) (179)
___________ ___________
Total Stockholders'
Equity (Deficit) 6,340 9,821
___________ ___________
$ 8,200 $ 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 Six From Inception
Months Ended Months Ended on July 3,
June 30, June 30, 1996 Through
__________________________________ June 30,
1997 1996 1997 1996 1997
________________________________________________
REVENUE:
Sales $ - $ - $ - $ - $ -
________________________________________________
EXPENSES:
General and
administrative 563 - 3,481 - 3,660
________________________________________________
LOSS BEFORE INCOME TAXES (563) - (3,481) - (3,660)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
________________________________________________
NET LOSS $ (563) $ - $(3,481) $ - $(3,660)
________________________________________________
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 Six From Inception
Months Ended on July 3,
June 30, 1996 Through
________________________ June 30,
1997 1996 1997
_______________________________________
Cash Flows to Operating
Activities:
Net loss $ (3,481) $ - $ (3,660)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Depreciation and
amortization 100 - 183
Changes in assets and
liabilities:
Accounts payable 1,791 - 1,,860
_______________________________________
Net Cash Flows to
Operating
Activities (1,590) - (1,617)
_______________________________________
Cash Flows to Investing
Activities:
Payment of organization
costs - - (1,000)
_______________________________________
Net Cash to
Investing Activities - - (1,000)
_______________________________________
Cash Flows from Financing
Activities:
Proceeds from common
stock issuance - - 10,000
Payments for stock
offering costs (979) - (7,349)
_______________________________________
Net Cash from
Financing
Activities (979) - 2,651
_______________________________________
Net Increase (Decrease) in
Cash (2,569) - 34
Cash at Beginning of Period 2,603 - -
_______________________________________
Cash at End of Period $ 34 $ - $ 34
_______________________________________
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 June 30, 1997 and 1996:
None
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 June
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 June
30, 1997 are not necessarily indicative of the operation 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
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
June 30, 1997.
<PAGE>
HEALTH BUILDERS INTERNATIONAL, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 June 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.
NOTE 6 - STOCK OFFERING
Proposed Public Offering of Common Stock - The Company is
proposing to make a public offering of 500,000 shares of its
previously authorized but unissued common stock. The Company has
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 has arbitrarily been determined by the Company. The
offering will be managed by the Company without any underwriter.
The shares will be offered and sold by an officer of the Company,
who will receive 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 has incurred stock offering costs
of $7,349 as of June 30, 1997, but any such costs will be
deferred and netted against the proceeds of the proposed public
stock offering.
<PAGE>
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. As of the date hereof, the Company has not sold any
securities pursuant to the prospectus included in such
registration statement. The current offering period is scheduled
to expire August 25, 1997. If at least the minimum offering amount
is not received by August 25, 1997, any funds received from
subscribers will be promptly refunded without interest or
deduction. In such event, the Company may, in the discretion of
management, file an amendment to such registration statement to
update the prospectus and extend the offering for an additional
period beyond August 25, 1997. However, there is no assurance of
this.
Management's plan of operation for the next twelve months is
first to raise funds from the offering. If the offering is
successful, the Company intends to use the proceeds 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 successful completion
of this offering and receipt of at least the minimum amount of
proceeds therefrom, of which there is no assurance, for the
ability to commence its intended business operations.
Inasmuch as there is no assurance that the offering will be
successful and that the Company will receive any net proceeds
therefrom, the Company has not entered into any contractual
commitments and will not do so unless and until the offering is
completed. Therefore 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 timing of
commencement of operations or the length of time after
commencement that it will be necessary to fund operations from
proceeds of the offering.
<PAGE>
Depending on the total amount raised in 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.
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
<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: August 14, 1997 By: /S/ L. Dee Hall
L. Dee Hall, President
<PAGE>
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<PERIOD-END> JUN-30-1997
<CASH> 34
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<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34
<PP&E> 0
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<TOTAL-ASSETS> 8,200
<CURRENT-LIABILITIES> 1,860
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> 4,340
<TOTAL-LIABILITY-AND-EQUITY> 8,200
<SALES> 0
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<CGS> 0
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<OTHER-EXPENSES> 3,481
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (3,481)
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,481)
<EPS-PRIMARY> (.00)
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