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 September 30, 2000
[ ] TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number: 0-27489
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Great Wall Food and Beverage Corporation
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(Exact name of small business issuer as specified in its charter)
Florida 59-2624574
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1543 Bayview Avenue, Suite 409, Toronto, Ontario, Canada M4G3B5
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(Address of principal executive offices)
(416) 489-5490
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(Issuer's telephone number)
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(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 November 3, 2000 was 3,676,664 shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
<PAGE>
INDEX
Page
Number
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Part I. Financial Information
Item 1. Financial Statements
Balance Sheet as of September 30, 2000 3
Comparative Statement of Income,
Three Months ended September 30, 2000 and 1999
and the Nine Months Then Ended 4
Statement of Changes in Stockholders' Equity,
Nine Months Ended September 30, 2000 5
Statements of Cash Flows,
Nine Months Ended September 30, 2000 and 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
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Great Wall Food and Beverage Corporation
Balance Sheet
September 30, 2000
ASSETS
CURRENT ASSETS
Cash $ 90,549
Attorney Escrow Receivable 34,000
Note Receivable 50,000
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TOTAL CURRENT ASSETS $174,549
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TOTAL ASSETS $174,549
========
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 September 30, 2000 368
Additional Paid-in Capital 452,125
Accumulated Deficit (280,044)
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TOTAL STOCKHOLDERS' EQUITY 172,449
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $174,549
========
3
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<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Comparative Statement of Income
Three Months Ended September 30, 2000 and 1999
and the Nine Months Then Ended
Three Months Three Months Nine Months Nine Months
9/30/00 9/30/99 9/30/00 9/30/00
<S> <C> <C> <C> <C>
REVENUES:
TOTAL REVENUES $ 0 $ 0 $ 0 $ 0
EXPENSES
DEVELOPMENT STAGE EXPENSES 23,020 4,795 46,472 29,785
REMEASUREMENT LOSS (106) (26) (105) 110
--------- --------- --------- ---------
NET LOSS $ (22,914) $ (4,769) $ (46,367) $ (29,895)
========= ========= ========= =========
NET LOSS PER SHARE $ (0.0062) $ (0.0018) $ (0.0126) $ (0.0112)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 3,676,664 2,676,664 3,676,664 2,676,664
========= ========= ========= =========
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Statement of Changes in Stockholders' Equity
For the Nine Months Ended September 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)
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Balance at December 31, 1999 - - 3,676,664 368 452,125 (233,677) 218,816
Net Loss September 30, 2000 (46,367) (46,367)
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Balance at September 30, 2000 - - 3,676,664 $ 368 $ 452,125 $(280,044) $ 172,449
===============================================================================================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Statement of Cash Flows
For the Nine Months Ended September 30, 2000 and 1999
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net Loss $(46,367) $(29,895)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Allowance for Bad Debts 10,000
Deposits
Notes Receivable 40,000
Attorney Escrow Receivable (34,000) 0
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Net cash utilized by operating activities (30,367) (29,895)
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
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Net Increase in Cash (30,367) (29,895)
Cash & Cash Equivalents balance at January 1, 120,916 117,838
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Cash & Cash Equivalents balance at September 30, $ 90,549 $ 87,943
======== ========
</TABLE>
6
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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
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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
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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
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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
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The computation of loss per share of common stock is based upon the weighted
average common shares outstanding during each period.
Development Stage
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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 September 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 was due
September 1, 2000. The note is currently in default. Management believes that
the amount will be fully collectible but has established an allowance of 17%
($10,000) of the remaining balance for attorney fees and other collection
related expenses.
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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 were deposited in the Company's accounts on October 6, 2000.
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.
Common stock, $0.0001 par value, 80,000,000 shares authorized, 3,676,664 and
2,676,664 shares issued and outstanding at September 30, 2000 and 1999
respectively.
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 $4,031 and
$25,000 were paid to companies owned by shareholders during the year ended
September 30, 2000 and 1999 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
2001. 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. The Issuer received two payments of
$20,000 each under the settlement agreement. The manufacturer has indicated it
is unable or unwilling to complete the payments. The Issuer is in the process of
beginning collection proceedings against the other party.
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.
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Financial Data Schedule 27
(b) Form 8-Ks
No Reports of Form 8-K were filed during the three-month
period ended September 30, 2000.
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<PAGE>
SIGNATURES
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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: November 3, 2000 By: /s/ Patti Cooke
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Patti Cooke, President and Principal
Executive, Accounting Officer and Director
Dated: November 3, 2000 By: /s/ Bradley R. Wilson
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Bradley R. Wilson, Vice President and
Principal Executive Financial Officer and
Director
INDEX TO EXHIBITS
Page Number
Exhibit No. Description or Reference
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27 Financial Data Schedule ____
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