SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-29989
GREAT BASIN WATER COMPANY
(Exact name of small business issuer as specified in its charter)
Nevada 86-0889096
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2950 E. Flamingo Rd., Suite F
Las Vegas, NV 89121
(Address of principal executive offices)
(702) 214-8440
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the
past 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. Yes [X] No [ ]
As of March 31, 2000, 5,867,340 shares of Common Stock and 7,500
shares of Series B Preferred Stock were outstanding.
Transitial Small Business Disclosure Format (Check one):
Yes [ ] No [X]
1
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GREAT BASIN WATER COMPANY
Amended
Form 10-QSB
TABLE OF CONTENTS
Page
Number
------
Part I Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet
as of March 31, 2000 3
Condensed Consolidated Statements
of Operations for the three months
ended March 31, 2000 and 1999 4
Condensed Consolidated Statements
of Cash Flows for the three months
ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2
Management's Discussion and Analysis
or Plan of Operation 7
Part II Other Information 8
Item 1 Legal Proceedings 8
Item 2 Changes in Securities and Use of
Proceeds 8
Item 3 Defaults upon Senior Securities 8
Item 4 Submission of Matters to a Vote of
Security Holders 8
Item 5 Other Information 8
Item 6 Exhibits and Reports on Form 8-K 8
Signatures 9
2
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GREAT BASIN WATER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2000
(Unaudited)
ASSETS
RESTATED
Current assets
Cash and cash equivalents $ 2,358
Accounts receivable 2,300
Land Escrow 5,000
Other Receivables 2,000
------------
Total current assets 11,658
Fixed Assets
Property and equipment, net 16,663
Wells including water rights 750,000
Capitalized costs 249,406
Land 135,000
------------
Total fixed assets 1,151,069
Other assets
Investment in HDB Telemetry Systems -
Canada (20%) 40,000
Total assets $ 1,202,727
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 82,675
Other payables 9,852
------------
Total current liabilities 92,527
Long-Term Liabilities
Notes Payable 145,401
Loans from shareholders 210,457
------------
Total long-term liabilities 355,858
Total liabilities 448,385
Stockholders' equity
Common Stock, $.001 par value -
25,000,000 shares authorized; 5,867,340
shares issued and outstanding 5,867
Preferred stock, $100 par value -
1,000,000 shares authorized; 7,500 shares
issued and outstanding 750,000
Paid-in capital 347,553
Accumulated deficit (349,078)
------------
Total stockholders' equity 754,342
------------
Total liabilities and stockholders' equity $ 1,202,727
------------
The accompanying notes are an integral part of this statement
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GREAT BASIN WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
RESTATED
Three Months Ended
March 31
---------------------------
2000 1999
---- ----
Revenue $ - $ -
Operating expenses:
Rents 3,278 3,541
Payroll and payroll related - 7,870
Taxes, licenses and fees 125 2,830
Services 9,871 6,921
Administrative and general expenses 9,384 16,379
Depreciation 915 900
---------------------------
Total operating expenses 23,573 38,441
Loss from operations (23,573) (38,441)
Other income (expense):
Interest income - -
Interest expense (500) -
---------------------------
Total other expense (500) -
---------------------------
Net Loss $ (24,073) $ (38,441)
===========================
Basic and diluted net loss per
common share $ (0.01) $ (0.01)
---------------------------
Weighted average shares outstanding 5,862,340 5,290,000
---------------------------
The accompanying notes are an integral part of these statements
4
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GREAT BASIN WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
RESTATED
Three Months Ended
March 31
---------------------------
2000 1999
---- ----
Cash flows from operating activities:
Net cash used in operating
activities $ (3,115) $ (7,525)
Cash flows from investing activities:
Capital Expenditures - -
Costs related to acquisition - -
---------------------------
Net cash used in investing
activities - -
Cash flows from financing activities:
Proceeds from issuance of common
stock 3,840 -
Short-term borrowings - -
Long-term borrowings - 9,510
---------------------------
Net cash provided by (used in)
financing activities 3,840 9,510
---------------------------
Net decrease in cash and cash
equivalents 725 1,985
Cash and cash equivalents, beginning
of period 1,633 4,799
---------------------------
Cash and cash equivalents, end of
period $ 2,358 $ 6,784
===========================
Supplemental disclosure of cash
flow information:
Cash paid during the period for:
Interest $ 500 $ -
Income taxes $ - $ -
The accompanying notes are an integral part of these statements
5
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GREAT BASIN WATER COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited condensed consolidated financial
statements of the Company for the three months ended March
31, 2000 and 1999 have been prepared on the same basis as
the audited financial statements. In the opinion of
management, such unaudited information includes all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of this interim
information. Operating results and cash flows for interim
periods are not necessarily indicative of results for the
entire year. Certain prior period amounts have been
reclassified to conform to the current period presentation.
Additionally, certain information and footnote disclosures
normally included in a full set of financial statements have
been condensed or omitted pursuant to the Securities and
Exchange Commission rules and regulations. The information
included in this report should be read in conjunction with
the Company's audited financial statements and notes thereto
included in the Company's Report on Form 10SB12(g)A2 for the
year ended December 31, 1999 previously filed with the
Securities and Exchange Commission.
2. The Company currently has no operating revenue, and is
showing a loss for the current year of $24,073.
3. The Company issued 450,000 shares of stock to Ray Warren,
Darryl Shutteloffel, and Tom Warren for their services. The
shares were valued at $.10 per share. The $1,500 each to
Ray Warren and Darryl Shutteloffel went to pay off a portion
of the outstanding payables to them. The $1,500 to Tom
Warren was charged to Consulting Services Expense. The
Company sold 2,340 shares of common stock in a private
placement for $1.00 per share in January of 2000.
4. The Company has 7,500 shares of Preferred Series B Stock
valued at $100 per share, paying dividends at 8% per annum,
due on or before the first day of November. The first
dividend payment is due by November 1, 2000.
5. The Company currently has $210,457 in notes outstanding to
Darryl Shutteloffel. These notes are due to the
shareholder, and will be paid when the Company begins to
collect revenues.
6. The Company has a note outstanding in the amount of $49,401,
to Darrel Christensen. The note is for the land that holds
Well #1. No payments have been made on this note in the
current year.
7. The Company had a purchase contract for land on which the
Company was to construct a waste treatment plant. The land,
and the corresponding note were valued at $80,000 on the
balance sheet.
8. The Company restated the Financial Statements for the year
ended December 31, 1999. These interim statements are being
restated to reflect the changes made to the prior year end.
The changes affected the assets for Shadow Ridge, accounts
payable, the capital accounts and retained earnings. Refer
to those restated statements for the appropriate changes.
6
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Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RECENT EVENTS
-------------
The following information should be read in conjunction with
the interim financial statements and the notes thereto included
in Part 1, Item 1 of this Quarterly Report and the financial
statements and notes thereto contained in the Company's Form
10SB12(g)/A2 Amended Registration Statement. The Plan of
Operation has not materially changed from that filing with the
exception of the matters discussed below.
The Company's original plan of operation forecasted a
construction start for housing developments in the franchise area
of the Company's subsidiary, Shadow Ridge Water Company
(hereinafter "Shadow Ridge"), for March of 2000. Construction of
the housing developments has not occurred. Due to a disagreement
between the developers and the City of Mesquite, Nevada
(hereinafter the "City of Mesquite"), the City of Mesquite
refused to allow refuse from the planned developments to be
deposited in the land fill operated by the City of Mesquite.
This dispute precluded the issuance of building permits from
Mohave County, Arizona for the proposed developments. It is not
known at this time how this matter may be resolved.
Forward-looking Statements
In addition to the historical information contained herein,
this Form 10-QSB contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties, including risks and
uncertainties set forth in this Form 10-QSB that may cause actual
results to differ materially. These forward-looking statements
speak only as of the date hereof. The Company disclaims any
intent or obligation to update these forward-looking statements.
RESULTS OF OPERATIONS
---------------------
Three months ended March 31, 2000
as compared to three months ended March 31, 1999
The Company is still in the development stage and has not
had any revenues for the three months ended March 31, 2000. This
represents no change from the prior period. The Company's loss
from operations has shown a decrease to $23,573 for the three
months ended March 31, 2000, from $38,441 for the three months
ended March 31, 1999. This decrease is primarily the result of
the elimination of the Company's payroll expense.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's operating activities used cash of $3,115 for
the three months ended March 31, 2000 as compared to a use of
$7,525 for the same period in 1999. The financing activities
during the three months ended March 31, 2000 consisted of $3,840
for stock issued by the Company in settlement of expenses and for
cash.
The Company's current operations are cash flow positive and
as of March 31, 2000 the Company had negative working capital of
$80,869. In order for the Company to construct the water and
wastewater facilities, estimated to be $1,200,000, necessary to
provide service to the proposed developments in the Shadow Ridge
franchise area, the Company will have to acquire additional
financing. The Company expects the developers to provide an
advance payment of "tap fees" in the amount of $350,000. The
Company would then be responsible for acquiring the additional
$850,000 needed for construction. The Company is actively
engaged in seeking out additional equity funding. However, there
can be no assurance that equity funding will be available, or
that, if available, capital can be obtained on terms favorable to
the Company. If adequate funds are not available, the Company's
ability to continue as a going concern would be impaired.
7
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Part II. Other Information
-----------------
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
During the three months ended March 31, 2000 the Company
issued 452,340 shares of Common Stock. Of that amount, 450,000
shares were issued to officers and Directors as repayment for
short term loans or for services provided. The remaining 2,340
shares were issued in a private placement for an aggregate
consideration of $2,340.
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
--------------------------------
(a) Exhibits
27 Financial Data Schedule - March 31, 2000
(b) Reports on Form 8-K
None.
8
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: October 2, 2000
Great Basin Water Company
/s/ Thomas R. Warren
Thomas R. Warren
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
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