U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-4066
FIRST GROWTH INVESTORS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0569467
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2508 South 1300 East, Salt Lake City, Utah 84106
(Address of principal executive offices)
(801) 466-7808
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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
required to file such report(s), YES [X] NO [ ]
and (2) has been subject to such filing requirements for the past 90 days.
YES [ ] NO [X]
The number of $.001 par value common shares outstanding at September 30, 1999:
2,000,000
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
See attached.
FIRST GROWTH INVESTORS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS:
Cash in bank $95 $1,234
Deferred offering costs 5,000 0
Inventory 58,500 54,588
_________ ________
Total Current Assets 63,595 55,822
_________ ________
OTHER ASSETS:
Organization costs, net of amortization of 600 750
$400 and $250 _________ ________
Total Other Assets 600 750
_________ ________
TOTAL ASSETS $64,195 $56,572
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $0 $0
Estimated income tax payable 2,644 0
Short term advance 1,000 11,000
__________________
Total Current Liabilities 3,644 11,000
_________ ________
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 1,000,000 shares
authorized, no shares issued and outstanding 0 0
Common stock; $.001 par value, 24,000,000 shares
authorized, 2,000,000 and 2,000,000 shares
issued and outstanding respectively 2,000 2,000
Capital in excess of par value 47,362 47,362
Earnings(deficit) accumulated during the 11,189 (3,790)
development stage _________ ________
Total Stockholders' Equity 60,551 45,572
_________ ________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $64,195 $56,572
========= ========
See Notes to Condensed Financial Statements.
<PAGE>
FIRST GROWTH INVESTORS, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the Three For the Nine Cumulative
Months Ended Months Ended During the
September 30, September 30, Development
1999 1998 1999 1998 Stage
REVENUE
Sales $0 $0 $76,138 $0 $76,138
Costs of goods sold (1,500) 0 (56,088) 0 (56,088)
_________________________________________
Gross profit (1,500) 0 20,050 0 20,050
_________________________________________
EXPENSES
Professional fees 395 0 2,200 975 4,175
Fees and licenses 62 142 77 186 1,468
Interest expense 0 284 0 843 1,174
Amortization expense 50 50 150 150 400
_________________________________________
Total expenses 507 476 2,427 2,154 7,217
_______________ _________________________
INCOME(LOSS) FROM OPERATIONS (2,007) (476) 17,623 (2,154) 12,833
_______________ _________________________
OTHER INCOME AND (EXPENSE)
Other income 0 0 0 1,000 1,000
_______________ _________________________
NET INCOME BEFORE TAXES (2,007) (476) 17,623 (1,154) 13,833
Provision for income taxes 301 0 (2,644) 0 (2,644)
_________________________________________
NET INCOME (LOSS) $(1,706) $(476) $14,979$(1,154) $11,189
=============== =========================
EARNINGS(LOSS) PER SHARE $0.00 $0.00 $0.01 $0.00 $ 0.01
=============== =========================
See Notes to Condensed Financial Statements.
<PAGE>
FIRST GROWTH INVESTORS, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the Three For the Nine Cumulative
Months Ended Months Ended During the
September 30, September 30, Development
1999 1998 1999 1998 Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Sale of inventory $0 $0 $30,420 $0 $30,420
Organization costs 0 0 0 0 (1,000)
Cash paid for inventory and (1,500) 0 (1,500) 0 (56,088)
related costs
Cash paid to suppliers and others(13,239) (430)(15,059)(5,398) (17,685)
Cash paid for interest 0 0 0 0 (914)
________________________________________
Net Cash Provided (Used) by (14,739) (430) 13,861 (5,398) (45,267)
Operating Activities ______________ _________________________
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0 0
______________ _________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 0 0 55,050
Direct costs of common stock sale 0 0 0 0 (5,688)
Deferred offering costs (5,000) 0 (5,000) 0 (5,000)
Proceeds from short term advance 1,000 0 1,000 0 22,000
and loan
Loan payments 0 0 (11,000) 0 (21,000)
______________ _________________________
Net Cash Provided (Used) by (4,000) 0 (15,000) 0 45,362
Financing Activities ______________ _________________________
NET INCREASE (DECREASE) IN CASH (18,739) (430) (1,139)(5,398) 95
CASH - BEGINNING OF PERIOD 18,834 1,272 1,234 6,240 0
______________ _________________________
CASH - END OF PERIOD $95 $842 $95 $842 $95
========================================
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED(USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $(1,706) $(476)$14,979$(1,154) $11,189
______________ _________________________
Adjustments to reconcile net income
(loss) to net cash provided(used)
by operating activities
Amortization of organization costs 50 50 150 150 400
Change in assets and liabilities
(Increase) decrease in accounts 45,718 0 0 0 0
receivable
(Increase)decrease in inventory (58,500) 0 (3,912) (4,886) (58,500)
(increase)decrease in prepaid 0 0 0 500 0
expenses
(Increase) in organization costs 0 0 0 0 (1,000)
Increase (decrease) in accounts 0 0 0 0 0
payable
Increase (decrease) in accrued 0 (4) 0 (8) 0
interest
Increase in estimated income tax (301) 0 2,644 0 2,644
payable ________________________________________
Total Adjustments (13,033) 46 (1,118) (4,244) (56,456)
______________ _________________________
NET CASH (USED) BY OPERATING $(14,739) $(430)$13,861$(5,398) $(45,267)
ACTIVITIES ========================================
See Notes to Condensed Financial Statements.
<PAGE>
FIRST GROWTH INVESTORS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The Company, without audit, has prepared the accompanying
financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operation and cash flows at September 30, 1999 and 1998 and for
all 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, 1998 audited financial
statements. The results of operations for the periods ended
September 30, 1999 and 1998 are not necessarily indicative of the
operating results for the full year.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS
The Company was incorporated September 9, 1997. Upon inception, the
Company issued 1,750,000 shares of common stock to its founding stockholders.
On October 15, 1997, the Company commenced a public offering of up to 250,000
shares of its common stock, in reliance upon Rule 504 of Regulation D,
promulgated by the U.S. Securities & Exchange Commission under the Securities
Act of 1933. The offering closed in November, 1997. Pursuant thereto, the
Company sold 250,000 shares, increasing the total issued and outstanding
common stock to 2,000,000 shares. In July, 1999, the Company filed a
registration statement on Form SB-2 with the U.S. Securities & Exchange
Commission under the Securities Act of 1933, to register the distribution and
exercise of warrants. This registration statement was declared effective on
October 8, 1999. At that time the Company became subject to the information
requirements of the Securities Exchange Act of 1934. Accordingly, the Company
will file annual and quarterly reports and other information with the
Commission, starting with this report on Form 10-QSB. No securities have yet
been sold pursuant to this offering.
PLAN OF OPERATIONS.
Management's plan of operation for the next twelve months is to continue
using existing capital and any funds from exercise of warrants in the offering
to acquire another inventory of select wines to hold for investment and
resale, and also to provide general working capital during the next twelve
months. Under this plan of operations First Growth Investors has no specific
capital commitments and the timing of capital expenditures will depend upon
the receipt of additional funds from warrant exercise or elsewhere, none of
which is assured. Cash flows will also depend upon the timing of sale of the
wines, which is also not assured, and receipt of the proceeds from these
sales. We have not determined how long existing capital can satisfy any cash
requirements, but we do not presently anticipate that we will have to raise
additional funds within the next twelve months. While we do not anticipate
any need to raise additional capital, we believe First Growth Investors will
have the opportunity to invest whatever additional funds may be received from
the exercise of warrants in purchasing additional vintages of investment grade
wines. We do not anticipate any capital commitments for product research and
development or significant purchases of plant or equipment, or any change in
the number of employees.
Initially, we purchased eleven different vintages of investment grade
wines at a cost of $54,588. During the first quarter of 1999, we sold these
wines for $76,138. We made these purchases, and all purchases to date, from
non affiliated third parties. We did not purchase any of the inventory from,
or sell any of the inventory to, persons affiliated with First Growth
Investors.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) See Part I, Item 1 (financial statements) and Item 2 (management's
discussion) for financial information and a discussion regarding
use of proceeds.
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
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST GROWTH INVESTORS, INC.
Date: November 22, 1999 by: /s/ Pam Jowett
Pam Jowett, President & Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST GROWTH INVESTORS, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 95
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 58,500
<CURRENT-ASSETS> 63,595
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 64,195
<CURRENT-LIABILITIES> 3,644
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> 58,551
<TOTAL-LIABILITY-AND-EQUITY> 64,195
<SALES> 76,138
<TOTAL-REVENUES> 76,138
<CGS> 56,088
<TOTAL-COSTS> 56,088
<OTHER-EXPENSES> 2,427
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,623
<INCOME-TAX> 2,644
<INCOME-CONTINUING> 14,979
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,979
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
