<PAGE>
<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB-A1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 0-23995
SIERRA HOLDINGS GROUP, INC.
---------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0576421
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5445 South Highland Drive
Salt Lake City, Utah 84117
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(Address of Principal Executive offices)
Issuer's Telephone Number: (801) 278-2805
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No___ (2) Yes ___ No X
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
<PAGE>
July 31, 1998
9,326,744
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed
with this 10-QSB Quarterly Report were prepared by management, and commence on
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
<PAGE>
<TABLE> SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
July 31, October 31,
1998 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 9,524 $ -
Total Current Assets 9,524 -
TOTAL ASSETS $ 9,524 $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 750 $ 489
Taxes payable - 200
Shareholder loan payable (Note 2) 10,000 -
Accrued interest payable 300 -
Total Liabilities 11,050 689
STOCKHOLDERS EQUITY (DEFICIT)
Common stock: 100,000,000 shares
authorized of $0.001 par value,
9,326,744 and 18,132 shares
issued and outstanding, respectively 9,327 19
Capital in excess of par value 78,950 57,258
Deficit accumulated during the development
stage (89,803) (57,966)
Total Stockholders Equity (Deficit) (1,526) (689)
TOTAL LIABILITIES, AND STOCKHOLDERS
EQUITY (DEFICIT) $ 9,524 $ -
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the For the December 26,
Nine Months Ended Three Months Ended 1986 Through
July 31, July 31, July 31,
1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 31,837 114 3,685 - 87,443
LOSS FROM OPERATIONS (31,837) (114) (3,685) - (87,443)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (2,360)
NET LOSS $(31,837) $ (114) $ (3,685) $ - $(89,803)
LOSS PER SHARE $ (0.00) $ (0.01) $ (0.00) $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES 8,776,885 18,132 9,326,744 18,132
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance at inception
on December 26, 1986 - $ - $ - $ -
Shares issued for cash
at $7.50 per share 667 1 4,999 -
Partial liquidating
dividend - April 17, 1987 - - (2,484) -
Net loss for the year ended
October 31, 1987 - - - (910)
Balance, October 31, 1987 667 1 2,515 (910)
Net loss for the year ended
October 31, 1988 - - - (1,701)
Balance, October 31, 1988 667 1 2,515 (2,611)
Net income for the year ended
October 31, 1989 - - - 251
Balance, October 31, 1989 667 1 2,515 (2,360)
Contribution and cancellation
of shares by officers of the
Company (465) - - -
Shares issued for services
valued at $3.00 per share 1,697 2 5,088 -
Expenses paid on behalf of the
Company by a shareholder - - 304 -
Net loss for the year ended
October 31, 1990 - - - (5,650)
Balance, October 31, 1990 1,899 3 7,907 (8,010)
Net loss for the year ended
October 31, 1991 - - - (100)
Balance, October 31, 1991 1,899 $ 3 $ 7,907 $ (8,110)
Shares issued for services
valued at $3.00 per share 2,900 3 8,697 -
Shares issued in acquisition
of Nature Talks Corp. valued
at $3.00 per share 3,333 3 9,997 -
Net loss for the year ended
October 31, 1992 - - - (19,275)
Balance, October 31, 1992 8,132 9 26,601 (27,385)
Net loss for the year ended
October 31, 1993 - - - (100)
Balance, October 31, 1993 8,132 9 26,601 (27,485)
Net loss for the year ended
October 31, 1994 - - - (100)
Balance, October 31, 1994 8,132 9 26,601 (27,585)
Net loss for the year ended
October 31, 1995 - - - (107)
Balance, October 31, 1995 8,132 9 26,601 (27,692)
Shares issued for services
valued at $3.00 per share 10,000 10 29,990 -
Expenses paid on behalf of the
company by a shareholder - - 667 -
Net loss for the year ended
October 31, 1996 - - - (30,160)
Balance, October 31, 1996 18,132 19 57,258 (57,852)
Net loss for the year ended
October 31, 1997 - - - (114)
Balance, October 31, 1997 18,132 $ 19 $ 57,258 $(57,966)
Issuance of fractional shares
for 1-for-300 reverse stock
split 7,375 7 (7) -
Shares issued for cash at
$0.01 per share 300,000 300 2,700 -
Issuance of fractional
shares for 1-for-10 reverse
stock split 1,237 1 (1) -
Shares issued for services
valued at $0.003 per
share 6,000,000 6,000 12,000 -
Shares issued for cash at
approximately $0.003 per
share 3,000,000 3,000 7,000 -
Net loss for the nine
months ended July 31, 1998 - - - (31,837)
Balance, July 31, 1998 9,326,744 $ 9,327 $ 78,950 $(89,803)
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the For the December 26,
Nine Months Ended Three Months Ended 1986 Through
July 31, July 31, July 31,
1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(31,837) $ (114) $ (3,685) $ - $(89,803)
Organization costs - - - - (1,065)
Depreciation and
amortization - - - - 3,496
Stock issued for
services 18,000 - - - 71,790
Changes in assets and
liabilities:
Increase (decrease)
in accounts payable 261 14 (675) - 750
Increase (decrease)
in accrued interest 300 - 300 - 300
Increase (decrease)
in taxes payable (200) 100 - - -
Cash Provided (Used) by
Operating Activities (13,476) - (4,060) - (14,532)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of equipment - - - - (4,887)
Cash Provided (Used) by
Investing Activities - - - - (4,887)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Disbursement of partial
liquidating dividend - - - - (2,484)
Capital contributed by
stockholders - - - - 971
Non-cash sale of video
cassettes - - - - (369)
Issuance of common
stock 13,000 - - - 18,000
Repayment of loan
from shareholder (2,000) - - - (2,000)
Proceeds of loan from
shareholder 12,000 - - - 14,825
Cash Provided (Used) by
Financing Activities $ 23,000 $ - $ - $ - $ 28,943
NET INCREASE (DECREASE)
IN CASH $ 9,524 $ - $(4,060) $ - $ 9,524
CASH AT BEGINNING OF
PERIOD - - 13,584 - -
CASH AT END OF PERIOD $ 9,524 $ - $ 9,524 $ - $ 9,524
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ 75 $ - $ - $ - $ 75
Non-Cash Financing Activities:
Exchange of video
cassettes in lieu
of note payable $ - $ - $ - $ - $ 369
</TABLE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
July 31, 1998 and October 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Sierra Holdings Group, Inc.
(formerly Sierra International, Inc.) The Company was incorporated as
Celebrity Videos, Inc. under the laws of the State of Utah on December 26,
1986. On April 17, 1987, the Company was spun off of Loki Holding
Corporation (formerly Dynamic Video, Inc.) in a partial liquidating dividend.
On July 18, 1990, the Company changed its name to Vegas Gaming Services, Inc.
On April 15, 1992, the Company changed its name to Nature Talks Corporation.
At a meeting on November 18, 1997, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 300 shares outstanding, with no stockholders holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and loss per share have been retroactively restated to reflect the
reverse stock split. On November 26, 1997, the Company changed its name to
Sierra International, Inc.
At a meeting on February 9, 1998, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 10 shares outstanding, with no stockholders holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock split.
On February 13, 1998, Sierra International, Inc. merged with Sierra Holdings
Group, Inc. changing the Company s state of incorporation from Utah to Nevada
and its name to Sierra Holdings Group, Inc. (SHG). Accordingly, SHG became
the continuing entity for accounting purposes, and the transaction was
accounted for as a recapitalization of the Company with no adjustment to the
basis of the Company's assets or liabilities assumed by SHG. For legal
purposes, SHG was the surviving entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has adopted an October 31 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the weighted
average number of shares issued and outstanding during the period of the
financial statements.
d. Use of 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 and disclosure of
contingent assets and liabilities at the date of the financial statement and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
f. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the adjustments
which, in the opinion of management, are necessary for a fair presentation.
Such adjustments are of a normal, recurring nature.
NOTE 2 - RELATED PARTY TRANSACTIONS
A shareholder loaned the Company $10,000 to cover operating expenses. The
note payable is unsecured, due on demand and accrues interest at 12% annually.
Accrued interest payable at July 31, 1998 was $300.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - ISSUANCE OF STOCK
During the year ended October 31, 1987, the Company issued 667 shares of
common stock for $5,000 cash.
During the year ended October 31, 1990, shareholders of the Company
contributed 465 shares of common stock back to the Company. In addition,
1,697 shares of common stock were issued for services valued at an average
price of $3.00 per share.
During the year ended October 31, 1992, the Company issued 2,900 shares of
common stock for services valued at an average price of $3.00 per share. In
addition, the Company issued 3,333 shares of common stock in the acquisition
of Nature Talks Corporation.
During the year ended October 31, 1996, the Company issued 10,000 shares of
common stock for services valued at $3.00 per share.
During the four months ended February 28, 1998, the Company issued 7,375
fractional shares of common stock as a result of the 300-to-1 reverse stock
split. The Company also issued 300,000 post 300-to-1 reverse stock split
shares of common stock for $3,000 cash. In addition, the Company issued 1,237
fractional shares of common stock as a result of the 10-to-1 reverse stock
split. Finally, 6,000,000 post-split shares of common stock were issued for
services valued at $18,000 and 3,000,000 post-split shares of common stock
were issued for $10,000 cash.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of operation.
Plan of Operation.
The Company has not engaged in any material operations since its
inception or during the quarterly period ended July 31, 1998. During this
period, the Company received no revenues. During the same period, total
expenses were $3,685; the Company incurred a loss from current operations of
$3,685 during the three months ended July 31, 1998.
The Company's plan of operation for the next 12 months is to
continue to seek the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders. Management anticipates that to
achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
<PAGE>
business venture. Management expects that the Company's cash on hand of $9,524
at July 31, 1998, will be sufficient to meet these requirements. If additional
moneys are needed, they may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict
the amount of any such loan. However, any such loan will not exceed $25,000
and will be on terms no less favorable to the Company than would be available
from a commercial lender in an arm's length transaction. As of the date of
this Report, the Company has not begun seeking any acquisition.
Results of Operations.
During the quarterly period ended July 31, 1998, the Company had
no material business operations. During this period, the Company received
total revenues of $0 and had a loss from operations of $3,685.
Liquidity.
At July 31, 1998, the Company had total current assets of $9,524
and total liabilities of $11,050.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Financial Data Schedule.
(b) 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.
SIERRA HOLDINGS GROUP, INC.
Date: 10-16-98 By: /s/ Steven D. Moulton
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Steven D. Moulton
Director and President
Date: 10-16-98 By: /s/ Michelle Wheeler
-------- --------------------
Michelle Wheeler
Director and
Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001059137
<NAME> SIERRA HOLDINGS GROUP, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> OCT-31-1998
<CASH> 9524
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9524
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9524
<CURRENT-LIABILITIES> 11050
<BONDS> 0
0
0
<COMMON> 9327
<OTHER-SE> (10853)
<TOTAL-LIABILITY-AND-EQUITY> 9524
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (31837)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31837)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
