UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 30549
FORM 10-QSB
(MarkOne)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
---------- -----------
Commission file number: 0-27489
-------
Great Wall Food and Beverage Corporation
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 59-2624574
------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1543 Bayview Avenue, Suite 409, Toronto, Ontario, Canada M4G3B5
---------------------------------------------------------------
(Address of principal executive offices)
(416) 489-5490
---------------------------
(Issuer's telephone number)
---------------------------------------------------
(Former name, former address and former fiscal year
(if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a Court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of common
equity, as of August 11, 2000 was 3,676,664 shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
<PAGE>
INDEX
Page
Number
------
Part I. Financial Information
Item 1. Financial Statements
Balance Sheet as of June 30, 2000 3
Statements of Income,
Six Months ended June 30, 2000 and June 30, 1999 4
Statement of Changes in Stockholders' Equity,
Six Months Ended June 30, 2000 5
Statements of Cash Flows,
Six Months Ended June 30, 2000 and June 30, 1999 6
Notes to Financial Statements 7
Item 2. Plan of Operation 9
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults in Senior Securities 10
Item 4. Submission of Matters to a Vote of Securities Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
-----------------------------
Great Wall Food and Beverage Corporation
Balance Sheet
June 30, 2000
ASSETS
CURRENT ASSETS
Cash $103,112
Attorney Escrow Receivable 34,350
Note Receivable 60,000
--------
TOTAL CURRENT ASSETS $197,462
--------
TOTAL ASSETS $197,462
========
LIABILITIES AND
STOCKHOLDERS' EQUITY
LIABILITIES:
Loans Payable Shareholders $ 2,100
--------
TOTAL LIABILITIES $ 2,100
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par
value; authorized 20,000 shares
no issued and outstanding shares
Common Stock, $.0001 par value;
authorized 80,000,000 shares,
issued and outstanding 3,676,664
shares at December 31, 1999. 368
Additional Paid-in Capital 452,125
Accumulated Deficit (257,131)
--------
TOTAL STOCKHOLDERS' EQUITY 195,362
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $197,462
========
3
<PAGE>
Great Wall Food and Beverage Corporation
Statements of Income
(A Development Company)
Six Months Ended June 30, 2000 and 1999
Six Months Six Months
6/30/00 6/30/99
REVENUES:
TOTAL REVENUES $ 0 $ 0
EXPENSES
DEVELOPMENT STAGE EXPENSES 23,453 24,990
REMEASUREMENT LOSS 1 136
-------- --------
NET LOSS $(23,454) $(25,126)
======== ========
NET LOSS PER SHARE $ (0.006) $ (0.009)
======== ========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 3,676,664 2,676,664
========= =========
4
<PAGE>
<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Statement of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2000
Preferred Stock Common Stock
Par Value $.0001
------------------------ ------------------------- Additional Total
Paid-In Retained Stockholders'
Shares Amount Shares Amount Capital Earnings Equity
------------------------ --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999 - - 2,676,664 $ 268 $ 400,232 $(184,783) $ 215,717
Restricted common stock issued 1,000,000 100 51,893 51,993
Net Loss 1999 (48,894) (48,894)
-----------------------------------------------------------------------------------------------
Balance at December 31, 1999 - - 3,676,664 368 452,125 (233,677) 218,816
Net Loss June 30, 2000 (23,454) (23,454)
-----------------------------------------------------------------------------------------------
Balance at June 30, 2000 - - 3,676,664 $ 368 $ 452,125 $(257,131) $ 195,362
===============================================================================================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Statement of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net Loss $(23,454) $(25,127)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Deposits
Notes Receivable 40,000
Attorney Escrow Receivable (34,350) 0
-------- --------
Net cash utilized by operating activities (17,804) (25,127)
Cash flows from investing activities:
Net cash utilized by investing activities 0 0
Cash flows from financing activities:
Net cash provided from financing activities 0 0
-------- --------
Net Increase in Cash (17,804) (25,127)
Cash & Cash Equivalents balance at January 1, 120,916 117,838
-------- --------
Cash & Cash Equivalents balance at June 30, $103,112 $ 92,711
======== ========
</TABLE>
6
<PAGE>
Great Wall Food and Beverage Corporation
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
Great Wall Food and Beverage Corporation (the "Company"), a development stage
company, was incorporated in the State of Florida on August 1, 1980 as Ronnie
Interior Designs, Inc. for the purpose of acquiring or merging with an existing
operating company.
On October 14, 1997, Ronnie Interior Designs, Inc. changed its name to Ronnie
Systems, Inc.
On March 13, 1998, the Company amended and restated its articles of
incorporation and changed its name to Great Wall Food and Beverage Corporation.
Development Stage
The Company has operated as a development stage enterprise since its inception
by devoting substantially all its efforts to the ongoing development of the
Company.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a calendar year end of December 31.
Loss per Share
The computation of loss per share of common stock is based upon the weighted
average common shares outstanding during each period.
Development Stage
The Company has operated as a development stage enterprise since it s inception
by devoting substantially all of its efforts to the ongoing development of the
Company.
Foreign Currency Translation
During 1999 the Company opened a bank account denominated in a foreign currency
which is used to pay for some operational expenses. The bank account is
translated using rates of exchange at June 30, 2000; expenses are translated at
weighted average exchange rates in effect during the year. The cumulative effect
resulting from such translation is recorded as remeasurement loss in the
financial statements.
NOTE 2 - NOTE RECEIVABLE
The note receivable represents deposits made by the Company on equipment to be
purchased which was not completed. The issuer has negotiated a written agreement
on the refund of the deposit in five monthly payments. The final payment is due
September 1, 2000.
7
<PAGE>
NOTE 3 - ATTORNEY ESCROW RECEIVABLE
The attorney escrow receivable represents payments paid to the Company's
attorney under the note receivable (Note 2) less any legal fees outstanding.
These amounts are to be deposited in the Company's accounts within 90 days.
NOTE 4 - STOCKHOLDER'S EQUITY
The Company had the following classes of capital stock:
Series A Preferred Stock, $0.0001 par value; authorized 20,000,000 shares;
issued and outstanding -0- shares.
In October, 1999 the Company sold of 1,000,000 shares of restricted common stock
at a price of $.052 per share. Gross proceeds related to the sale were $51,993.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using the 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 has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's intention to seek additional
capital through a merger with an existing operating company and raising capital.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property. Fees totaling $0 have been
paid to companies owned by shareholders during the year ended June 30, 2000 for
administrative and consulting services rendered on behalf of the Company. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities.
8
<PAGE>
ITEM 2. PLAN OF OPERATION
--------------------------
The Issuer has completed the registration of its Common Stock under
Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It is
continuing its efforts to find a new business opportunity. The Issuer will seek
and attempt to enter into a business combination of acquisition of assets by
which it will become engaged in an active business venture. It is likely that if
such a transaction is made it will involve control of the Issuer being acquired
by the other party to the transaction.
There are no present arrangements for,, or ongoing negotiations with
respect to, such a business combination with the Issuer. The Issuer has no
present knowledge of any specific candidate for a business combination. Issuer's
management believes that it has sufficient funds to pursue its search for a
potential business combination for at least the period through September of
2000. It is not presently possible to predict if any business combination
entered into by the Issuer during that period will require the raising of
additional capital.
The Issuer has entered into a written agreement under which the
equipment manufacturer with whom the Issuer had made a $100,000 advance deposit
has agreed to return the deposit in five monthly installments of $20,000 of the
first day of each month commencing May 1, 2000. Two payments of $20,000 have due
on May 1, 2000 have been made on the settlement.
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults in Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibit and Reports on Form 8-K
(a) Exhibits:
Description Exhibit No.
----------- -----------
Financial Data Schedule 27
(b) Form 8-Ks
No Reports of Form 8-K were filed during the three-month
period ended June 30, 2000.
10
<PAGE>
SIGNATURES
----------
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GREAT WALL FOOD AND BEVERAGE CORPORATION
Dated: August 11, 2000 By: /s/ Patti Cooke
-----------------------------------------
Patti Cooke, President and Principal
Executive, Accounting Officer and Director
Dated: August 11, 2000 By: /s/ Bradley R. Wilson
-----------------------------------------
Bradley R. Wilson, Vice President and
Principal Executive Financial Officer and
Director
INDEX TO EXHIBITS
Page Number
Exhibit No. Description or Reference
----------- ----------- ------------
27 Financial Data Schedule ____
11
