<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1999
[ ] 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)
4843 Wallace Lane
Salt Lake City, Utah 84117
---------------------------
(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 X No
--- --- --- ---
<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:
July 31, 1999
10,076,921
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 of
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
July 31, 1999 and October 31, 1998
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
July 31, October 31,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,509 $ 1,156
Total Current Assets 1,509 1,156
TOTAL ASSETS $ 1,509 $ 1,156
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 538 $ 615
Accrued interest payable 2,185 575
Shareholder loan payable (Note 2) 23,000 10,000
Total Liabilities 25,723 11,190
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000 shares authorized of
$0.001 par value, 10,076,921 and 9,326,744 shares
issued and outstanding, respectively 10,077 9,327
Capital in excess of par value 85,700 78,950
Deficit accumulated during the development stage (119,991) (98,311)
Total Stockholders' Equity (Deficit) (24,214) (10,034)
TOTAL LIABILITIES, AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,509 $ 1,156
</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,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES (21,680) (31,837) (1,090) (3,685) (119,991)
NET LOSS $ (21,680) $ (31,837) $ (1,090) $ (3,685) $ (119,991)
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
</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 year ended
October 31, 1998 - - - (40,345)
Balance,
October 31, 1998 9,326,744 9,327 78,950 (98,311)
Issuance of fractional
shares for 1-for-10
reverse stock split 177 - - -
Shares issued for
services valued at par
$0.01 per share
(unaudited) 750,000 750 6,750 -
Net loss for the nine
months ended July 31,
1999 (unaudited) - - - (21,680)
Balance, July 31,
1999 (unaudited) 10,076,921 $ 10,077 $ 85,700 $ (119,991)
</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,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss from
discontinued operations $ (21,680) $ (31,837) $(1,090) $(3,685) $ (119,991)
Organization costs - - - - (1,065)
Depreciation and amortization - - - - 3,496
Stock issued for services 7,500 18,000 - - 79,290
Increase (decrease) in
accounts payable (76) 261 (569) (675) 538
Increase (decrease) in taxes
payable - (200) - - -
Increase (decrease) in
interest payable 1,610 300 690 300 2,185
Cash Provided (Used) by
Operating Activities (12,646) (13,476) (969) (4,060) (35,547)
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
Proceeds of loan from
shareholder 13,000 10,000 - - 25,825
Cash Provided (Used) by
Financing Activities $13,000 $23,000 $ - $ - $ 41,943
NET INCREASE (DECREASE)
IN CASH $ 354 $ 9,524 $ (969)$ (4,060) $ 1,509
CASH AT BEGINNING OF
PERIOD 1,155 - 2,478 13,584 -
CASH AT END OF PERIOD $ 1,509 $ 9,524 $ 1,509 $ 9,524 $ 1,509
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, 1999 and October 31, 1998
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
earnings 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. Basic Loss Per Share
The computations of basic loss per share of common stock are based
on the weighted average number of shares issued and outstanding at
the date 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 $23,000 to cover operating
expenses. The note payable is unsecured, due on demand and
accrues interest at 12% annually. Accrued interest payable at
July 31, 1999 and October 31, 1998 was $2,185 and $575,
respectively.
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 year ended October 31, 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 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, 1999. During this
period, the Company received no revenues. During the same period, total
expenses were $1,090; the Company incurred a loss from operations of
($1,090) for the three months ended July 31, 1999. For the six months ended
July 31, 1999, the Company received no revenues with total expenses of
$21,680 for a net loss of ($21,680).
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
business venture. Management expects that the Company's cash on hand of $1,509
at July 31, 1999, will not 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, 1999, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had a loss from operations of ($1,090), compared with the
three months ended July 31, 1998, in which the Company received total revenues
of $0 and a loss from operations of ($3,685).
Liquidity.
At July 31, 1999, the Company had total current assets of
$1,509 and total liabilities of $25,723.
Year 2000.
The Company presently has no material operations, and is presently
seeking a suitable candidate for a merger or acquisition transaction. Due to
its very limited activities and assets, management does not believe that the
change of year to the year 2000 will have any material effect on its business,
results of operations or financial condition.
In seeking out a merger or acquisition target, the Company will take
into account the ways in which the Year 2000 may materially affect the
operations of any such target. However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issue may affect the operations of the reorganized Company. At such time
as the Company completes such a reorganization, it will timely disclose all
material Year 2000 issues in the appropriate filing with the Securities and
Exchange Commission.
For the foregoing reasons, the Company has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.
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.
On February 9, 1999, the Company filed an S-8 Registration Statement
with the Securities and Exchange Commission for 750,000 shares in
consideration of non-capital raising services pursuant to a Consultant
Compensation Agreement dated February 4, 1999, the shares were valued at $.01
per share.
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: 8/24/99 By:/s/Steven D. Moulton
Steven D. Moulton
Director and President
Date: 8/24/99 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> OCT-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 1509
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1509
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1509
<CURRENT-LIABILITIES> 25723
<BONDS> 0
0
0
<COMMON> 10077
<OTHER-SE> (34291)
<TOTAL-LIABILITY-AND-EQUITY> 1509
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 21680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (21680)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21680)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21680)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
