<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended December 31, 1999
Commission File Number 0-26839
WHITE ROCK ENTERPRISES, LTD.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0407246
------------------ ---------------
(State of Incorporation) (I.R.S. Employer Identification No.)
12507 CAMPO ROAD, SPRING VALLEY, CA 91978
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(619) 699-1758
-------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.
As of December 31, 1999, the registrant had 8,160,000 shares of common stock,
$.001 par value, issued and outstanding.
<PAGE> 2
PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
WHITE ROCK ENTERPRISES, LTD.
( a Development Stage Company)
BALANCE SHEETS
UNAUDITED
ASSETS
<TABLE>
<CAPTION>
Dec 31 Dec 31
1999 1998
<S> <C> <C>
CURRENT ASSETS
CASH 207 0
------------------
TOTAL CURRENT ASSETS 207 0
FIXED ASSETS
------------------
NET FIXED ASSETS 0 0
OTHER ASSETS
ORGANIZATION COSTS 0 0
LESS AMORTIZATION 0 0
------------------
TOTAL OTHER ASSETS 0 0
------------------
TOTAL ASSETS 207 0
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
------------------
TOTAL CURRENT LIABILITIES 0 0
LONG TERM LIABILITIES
------------------
TOTAL LONG TERM LIABILITIES 0 0
------------------
TOTAL LIABILITIES 0 0
STOCKHOLDERS' EQUITY
COMMON STOCK - $.001 par value 8,160 100
50,000,000 shares authorized, 8,160,000 issued
and outstanding at 12/31/99, 100,000 issued
and outstanding at 12/31/98
ADDITIONAL PAID IN CAPITAL -2,060 0
BEGINNING RETAINED DEFICIT -5,058 0
NET LOSS -835 -100
------------------
ENDING RETAINED DEFICIT -5,893 -100
------------------
TOTAL STOCKHOLDERS' EQUITY 207 0
------------------
TOTAL LIAB & STOCKHOLDERS' EQUITY 207 0
==================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 3
FINANCIAL STATEMENTS (continued)
WHITE ROCK ENTERPRISES, LTD.
STATEMENTS OF OPERATIONS
(a Development Stage Company)
For The Three Months Ended December 31, 1999
UNAUDITED
<TABLE>
<CAPTION>
Dec 31 Dec 31
1999 1998
<S> <C> <C>
REVENUE
---------------------------
TOTAL REVENUE 0 0
DIRECT COSTS
---------------------------
TOTAL COST OF GOODS SOLD 0 0
---------------------------
GROSS PROFIT 0 0
OPERATING EXPENSES
MANAGEMENT FEES 0 100
OFFICE EXPENSE 235 0
ACCOUNTING & AUDIT FEES 0 0
FILING FEES 0
LICENSES & FEES 600
---------------------------
TOTAL OPERATING EXPENSES 835 100
---------------------------
LOSS FROM OPERATIONS -835 -100
OTHER INCOME & EXPENSE
---------------------------
TOTAL OTHER INCOME & EXPENSE 0 0
---------------------------
LOSS BEFORE TAXES -835 -100
---------------------------
NET LOSS -835 -100
===========================
NET LOSS PER SHARE NIL NIL
WEIGHTED AVERAGE NUMBER OF COMMON 8,160,000 100,000
SHARES OUTSTANDING
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 4
FINANCIAL STATEMENTS (continued)
WHITE ROCK ENTERPRISES, LTD.
(a Development Stage Company)
For the Three Months Ended
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Dec 31 Dec 31
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS) -835 0
ADJ TO RECONCILE NET INCOME (LOSS) TO NET
CASH USED IN OPERATING ACTIVITIES:
AMORTIZATION 0 0
CHANGES IN ASSETS AND
LIABILITIES 0 0
------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES -835 0
CASH FLOWS FROM INVESTING ACTIVITIES:
ORGANIZATION COSTS 0 0
------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
ISSUANCE OF COMMON
STOCK FOR CASH 0 0
------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 0 0
NET INCREASE (DECREASE) IN CASH -835 0
CASH AT BEGINNING OF PERIOD 1,042 0
------------------
CASH AT END OF PERIOD 207 0
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 5
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of December 31, 1999 and 1998, and the results of operations for the three
months ended December 31, 1999 and 1998, and the changes in cash for the three
months ended December 31, 1999 and 1998. The accompanying financial statements
have been adjusted as of December 31, 1999 as required by Item 310 (b) of
Regulation S-B to include all adjustments which in the opinion of Management are
necessary in order to make the financial statements not misleading.
2. INTERIM REPORTING
The results of operations for the three months ended December 31, 1999 and 1998,
are not necessarily indicative of the results to be expected for the remainder
of the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was incorporated in Nevada on October 8, 1998. The Company is a
development stage company and has not conducted any business activities to date.
4. Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. 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
statements and reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
5. Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 1999.
<PAGE> 6
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
6. Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
PART 1 FINANCIAL INFORMATION
Management's Plan of Operations
The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $835 through December 1999 were due to operating
expenses including licenses and fees and office expenses. The losses of $100
through December 1998 were due to operating expenses of fees. Sales of the
Company's equity securities have allowed the Company to maintain a positive cash
flow balance.
During the next twelve months, Management's business plan is for the Company to
take the following steps to market its boot dryer product: before the Company
can advance its business plan it must raise capital of $800,000 to $900,000
through the sale of securities via a private placement which is anticipated to
take from one to six months; during months three through nine market the
Company's consumer product to retail mass marketers and sporting goods stores
and market its commercial product to ski and sports rental shops with a budget
of $200,000; during months seven through twelve complete contracts with
suppliers to produce the Company's product for delivery beginning in the first
quarter after month twelve with a budget of $400,000 and provide funding for
operating expenses with a budget of $100,000. Cash flow from sales is estimated
to begin after the end of the next twelve months. The Company will face
considerable risk in reaching each of its business plan milestones, such as cost
overruns in each step, production delays in manufacturing, a lack of interest in
the Company's product on the part of retailers and consumers, and a shortfall of
funding due to the Company's inability to raise capital in the equity securities
market. If no funding is received during the next twelve months, the Company
will be forced to rely on its existing cash in the bank and funds loaned by the
directors and officers. The Company's officers and directors have no formal
commitments or arrangements to advance or loan funds to the Company and no
restrictions or limits have been discussed or considered, other than the loans
shall be interest free. In such a restricted cash flow scenario, the Company
would be unable to complete its business plan steps, and would, instead, delay
all cash intensive activities. Without necessary cash flow as detailed above,
the Company may be dormant during the next twelve months, or until such time as
necessary funds could be raised in the equity market.
<PAGE> 7
PART II OTHER INFORMATION
ITEM 1 Not applicable.
ITEMS 2-4: Not applicable
ITEM 5: Information required in lieu of Form 8-K: None
ITEM 6: Exhibits and Reports on 8-K:
a) Exhibit # 27.1, "Financial Data Schedule"
b) No reports on Form 8-K were filed during the fiscal
quarter ended December 31, 1999
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
White Rock Enterprises, Ltd.
Dated: February 7, 2000 /s/ DENNIS J. CROOKS
----------------------------------------
Dennis J. Crooks
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR FIRST QUARTER FISCAL 1999, FROM INTERIM FINANCIAL
STATEMENTS FOR PERIOD ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH WHITE ROCK ENTERPRISES, LTD.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS OTHER
<FISCAL-YEAR-END> SEP-30-2000 SEP-30-1999
<PERIOD-START> OCT-01-1999 OCT-08-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 207 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 207 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 207 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 8,160 100
<OTHER-SE> (2,060) 0
<TOTAL-LIABILITY-AND-EQUITY> 207 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 835 100
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (835) (100)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (835) (100)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (835) (100)
<EPS-BASIC> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
</TABLE>
