SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2000
Commission file number 0-28927
Garden Bay International, Ltd.
----------------------------------------------
(Name of Small Business Issuer in its Charter)
85 Lakeshore Drive, Rancho Mirage, California, 92270
______________________________________________ __________
(Address of Principal Executive Offices) (ZIP Code)
(760) 862-1991
________________________________________________
(Issuer's Telephone Number, Including Area Code)
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Not applicable
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(Former Name, Former Address and Former Fiscal Year, if changed
since last report)
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 [ ]
--- ---
There were 5,187,000 shares of Common stock outstanding as of
October 1, 2000.
1
<PAGE>
PART I
Item 1. Financial Statements.
GARDEN BAY INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
--------------------
September 30, 2000
December 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3-4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6-7
NOTES TO FINANCIAL STATEMENTS 8-9
INDEPENDENT AUDITORS' REPORT
Board Of Directors October 17, 2000
Garden Bay International Ltd.
Rancho Mirage, California
I have audited the Balance Sheets of Garden Bay International Ltd.
(A Development Stage Company), as of September 30, 2000, and
December 31, 1999, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the period January 1, 2000, to September 30, 2000,
the year ended December 31, 1999, and the period July 20, 1998, inception to
December 31, 1998. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Garden Bay International Ltd.
(A Development Stage Company), as of September 30, 2000, and December 31,
1999, and the results of its operations and cash flows for the period January
1, 2000, to September 30, 2000, the year ended December 31, 1999, and the
period July 20, 1998, (inception) to December 31, 1998, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has had no material operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters are also
described in Note #3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
BARRY L. FRIEDMAN
-----------------
Barry L. Friedman
Certified' Public Accountant
GARDEN BAY
INTERNATIONAL LTD.
(A Development Stage Company)
BALANCE SHEHEET
---------------
ASSETS
------
Sept. December
30, 2000 31, 1999
CRENT ASSETS
Cash $ 94 $ 10,283
Inventory 219 0
-------- ---------
TOTAL CURRENT ASSETS $ 313 $ 10,283
OTHER ASSETS $ 0 $ 0
-------- ---------
TOTAL OTHER ASSETS $ 0 0
-------- ---------
TOTAL ASSETS $ 313 $ 10,283
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES ASSETS $ 0 $ 0
-------- ---------
TOTAL CURRENT LIABILITIES ASSETS $ 0 $ 0
-------- ---------
STOCKHOLDERS' EQUITY
Preferred stock,$.0001 par value
authorized 20,000,000 shares
issued and outstanding
at June 30, 2000-None $ 0
Common stock, $ .0001 par value,
authorized 80,000,000 shares;
issued and outstanding at
December 31, 1999-5,187,000 shares $ 519
June 30, 2000-5,187,000 shares $ 519
Additional paid-in capital 19,181 19,181
Deficit accumulated during
the development stage -19,387 -9,417
-------- ---------
TOTAL STOCKHOLDER?S EQUITY $ 313 $ 10,283
-------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 313 $ 10,283
======== ========
The accompanying notes are an integral part of these financial statements
-2-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
<TABLE>
<CAPTION>
3 Months, 3 Months 9 Months 9 Months
Ended Ended Ended Ended
Sep. 30, Sep. 30, Sep. 30, Sep. 30,
2000 1999 2000 1999
-------- ------- -------- --------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 1,100 $ 0 $ 1,100 $ 0
Cost of Goods Sold 594 0 594 0
--------- -------- -------- ---------
Gross Profit $ 506 0 506 0
--------- -------- -------- ---------
EXPENSES
General and
Administrative $ 1,835 $ 1,158 $ 10,476 $ 4,800
--------- -------- -------- ---------
TOTAL EXPENSES $ 1,835 $ 1,158 $ 10,476 $ 4,800
--------- -------- -------- ---------
NET LOSS $ -1,329 $ -1,158 $ -9,970 $ -4,802
========= ======== ======== =========
Net loss per share
Basic and Diluted
Note #2 $ -.0003 $ -.0002 $ -.0019 $ -.0009
Weighted average
Number of common
Shares outstanding 5,187,000 5,187,000 5,187,000 5,187,000
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS (CONTINUED)
----------------------------------
<TABLE>
<CAPTION>
Year July 20, July 20, 1998
Ended 1998, to (Inception)
Dec. 31, Dec. 31, to Sep. 30,
1999 1998 2000
------ ------- ------------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 1,100
-------- -------- ------------
EXPENSES
General and
Administrative $ 9,392 $ 25 $ 19,893
-------- -------- ------------
TOTAL EXPENSES $ 9,392 $ 25 $ 19,893
NET LOSS $ -9,392 $ -25 $ -19,387
======== ======== ============
Net loss per share
Basic and Diluted
Note #2 $ -.0019 NIL $ -.0039
Weighted average
Number of common
Shares outstanding 4,860,258 5,000,000 4,976,163
========= ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
Common Stock Additional during
------------ paid-in development
Shares Amount capital stage
--------- ------ ------- ---------
<S> <C> <C> <C> <C>
July 20, 1998
Issued for cash 5,000,000 $ 500 $ 500 0
Net loss,
July 20, 1998
(inception) to
December 31, 1998 -25
--------- ------ ---------- ----------
Balance
December 31, 1998 5,000,000 $ 500 $ 500 -25
March 25, 1999
Issued from
Sale of private
Placement (Note 1) 187,000 +19 +18,681
Net loss year ended
December 31, 1999 $ -9,392
--------- ------ ---------- -----------
Balance
December 31, 1999 5,187,000 $ 519 $ 19,181 $ -9,417
Net loss,
January 1, 2000 to
September 30, 2000 -9,970
--------- ------ ---------- -----------
Balance
September 30 2000 5,187,000 $ 519 $ 19,181 $ -19,387
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
<TABLE>
<CAPTION>
3 Months, 3 Months 6 Months 6 Months
Ended Ended Ended Ended
Sep. 30, Sep. 30, Sep. 30, Sep. 30,
2000 1999 2000 1999
------ ------- -------- ---------
<S> <C> <C> <C> <C>
Cash Flows
Operating activities:
Net loss $ -1,329 $ -1,158 $ -9,970 $ -4,802
Amortization 0 0 0 +41
Changes in assets and
Liabilities:
Organization costs 0 0 0 -306
Inventory +594 0 -219 0
Increase in current
Liabilities -735 -1,350 -10,189 -5,067
------ ------- -------- ---------
Cash Flows from
Investing Activities: 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common stock
For cash 0 0 0 +18,700
--------- -------- --------- ---------
Net Increase/
Decrease in Cash $ -735 $ -1,158 $ -10,189 $ +13,633
Cash,
Beginning of period 829 15,791 10,283 1,000
--------- ---------- --------- --------
Cash,
End of period $ 94 $ 14,633 $ 94 $ 14,633
========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
----------------------------------
<TABLE>
<CAPTION>
Year July 20, July 20, 1998
Ended 1998, to (Inception)
Dec. 31, Dec. 31, to Sept. 30,
1999 1998 2000
------ ------- ------------
<S> <C> <C> <C>
Cash Flows
Operating activities:
Net loss $ -9,392 $ -25 $ -19,387
Amortization +281 +25 +306
Changes in assets and
Liabilities:
Organization costs 0 -306 -306
Inventory 0 0 -219
Increase in current
Liabilities
Accounts Payable -306 +306 0
Cash Flows from
Investing Activities: 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
Stock For cash +18,700 +1,000 +19,700
---------- -------- --------
Net Increase/
Decrease in Cash $ +9,283 $ +1,000 + 94
Cash,
Beginning of period 1,000 0 0
------------ --------- ---------
Cash,
End of period $ 10,283 $ 1,000 $ 94
========== ======== ==========
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
September 30, 2000, and, December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 20, 1998, under the laws of the State of
Delaware, as Garden Bay International, LTD. The Company has in accordance with
SFAS #7, the Company is considered a development stage company. The Company is
in the business of designing, marketing and selling unique and collectible
ceramic dinnerware and pottery items to wholesale suppliers and distributors for
sale in retail stores and speciality outlets.
On July 20, 1998, the Company issued 5,000,000 shares of it's $0.0001 par
value common stock for cash of $ 1,000.00.
On March 25, 1999, the Company completed a public of offerings that was
offered without registration under the Securities Act of 1933, as amended (The
"Act"), in reliance upon the exemption from registration afforded by sections
4(2) and 3(b) of the Securities Act and Regulation D promulgated thereunder.
The Company sold 187, 000 shares of common stock at a price of $0.10 per share
for a total amount raised of $18,700.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. In April, 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
Costs of start-up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998, with
initial adoption reported as the cumulative effect of a change in accounting
principle.
3. Basic earnings or loss per share ("EPS") is calculated by dividing the
income or loss available to common shareholders by the weighted average number
of shares of common stock outstanding for the period. Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The Company has adopted a year end of December 31.
-8
<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 2000, and, December 31, 1999
NOTE 3 - 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 material 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
plan to seek additional capital through sale of its securities through private
placements.
NOTE 4 - RELATED PARTY TR~NSACTICN
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
-9-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain Forward-Looking Information
Information provided in this Quarterly Report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic
performance, financial conditions, margins and growth in sales of the
Company's products, capital expenditures, financing needs, as well
assumptions related to the forgoing. For this purpose, any statements
contained in this Quarterly Report that are not statements of historical fact
may be deemed to be forward-looking statements. These forward-looking
statements are based on current expectations and involve various risks and
uncertainties that could cause actual results and outcomes for future periods
to differ materially from any forward-looking statement or views expressed
herein. The Company's financial performance and the forward-looking
statements contained herein are further qualified by other risks including
those set forth from time to time in the documents filed by the Company with
the Securities and Exchange Commission, including the Company's most recent
Form 10SB.
Condition and Results of Operations.
Three months ended September, 2000.
Net sales were $1,100 for the quarter ended September 30, 2000 and and $0 for
the quarter ended September 30, 1999. In the third quarter of 2000 the Company
had its first sales.
Operating Expenses were $1,835 for the quarter ended September 30, 2000 and
$1,158 for the same quarter in 1999.
Management's business plan for the next twelve months is to expand and develop
wholesale relationships with sellers and buyers of collectible and decorative
china and dishware. The Company is continuing to make contact with suppliers in
Baja California, Mexico. Initial purchases have been made from this source and
the Company will continue to do business with current and future suppliers in
this area. The items purchased to date have been sold directly to the consumer,
however the Company is in the process of negotiations with retail outlets in
California and plans eventually to market its products largely by wholesaling to
established retailers and other wholesalers. Initially the Company will display
its inventory for sale in a 1300 sq. ft. facility in Rancho Mirage, California; it will
then expand to other retail outlets and consignment stores in that general area.
The Company also has a web site on which it displays and sells its products and
which gives it access to the global internet marketplace. The Company plans to
fund the growth and expansion of its business by earning profits and by the sale
of is securities through private placements.
RISK FACTORS
1. Limited History of Operations. The Company was organized on July 20,
1998 and has had limited operations to date. Therefore its operations are
subject to all of the risks inherent in new business enterprises. The
likelihood of the success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the start up of new businesses and the
competitive environment in which the Company will operate. The Company has
had no significant revenues to date.
2. Time lapse to Operational Stage of the Company Operations therefore will
depend upon the continued availability of investment capital to fully fund
subsequent Projects. If operating revenues are insufficient to continue the
Company's operations, additional funds would have to be raised through equity
10
<PAGE>
or debt financing. The Company has no commitments for any additional debt or
equity financing and there can be no assurance that any such commitments will
be obtained on favorable terms, if at all.
3. Competition. The Company will operate in a highly competitive
environment. The Company will compete with retailers which have a history and
experience the company does not have.
4. Dependence on Management. Because the Company is a new business and has
no significant operating history, it will be heavily dependent upon the
services and experiences of its officers. The loss of the service of any
officer could adversely affect the conduct of the Company's business.
5. Industry and Economic Factors. The industry in which the Company expects
to operate is subject to constant changes based upon changes in public taste
as well as the condition of the general economy. Factors beyond the control
of the Company or those on whom it intends to rely could cause the Company to
fail.
6. Control of the Company. The Officers, Directors and Principal Shareholder
Group own more than 50% of the Common Shares of the Company. Therefore, the
Control Group will either control or significantly influence a voting control
of the Company. Pursuant to the laws of Delaware, a majority of all
shareholders entitled to vote an any regularly called shareholders meeting,
may act, as a majority, without notice or meeting, giving notice to other
shareholders only after such action may have been taken. While there are some
limits upon this right of the majority, Investors should understand that
Management commands a voting majority in control of the Company.
7. Dividends. The Company has paid no dividends on its Common Shares since
its inception. The Company does not anticipate paying any dividends on its
Common Stock until and unless such profit is realized and may not pay out any
dividends thereafter.
8. Potential Conflicts of Interest. The officers and directors are
associated with other firms, including others with material contractual
relationships with this Issuer, and are involved in a range of business
activities. Due to these affiliations and the fact that some officers are
expected to devote only a portion of their time to the business of the
Company, there are potential inherent conflicts of interest in their acting as
11
<PAGE>
directors and as officers. Each of the officers and directors is or may
become an officer, director, controlling shareholder, partner or participant
in other entities engaged in a variety of businesses. These existing and
potential conflicts of interest are irreconcilable and could involve the
participating officers and directors in litigation brought by the Company's
shareholders or by the shareholders of other entities with which the officers
and directors are currently, or may become, affiliated. To help alleviate
this position somewhat, Management has adopted a policy of full disclosure
with respect to business transactions with any entity in which any or all of
the officers or directors are affiliated, either directly or indirectly. An
officer or director may continue any business activity in which such officer
or director engaged prior to joining the Company.
9. Going Concern. As of September 30, 2000 the company had a stockholders' Equity
of $313. The auditors have raised a "going concern" question on the audit
for the year ended December 31, 1999 and the period ended September 30, 2000.
12
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
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) (2) Filed by reference; Form 10-SB filed February 23, 2000.
(3) Filed by reference; Form 10-SB filed February 23, 2000.
(11) Statement re: Computation of per share earnings.
(21) Consent of Auditors
(b) There were no reports filed on Form 8-K
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
GARDEN BAY INTERNATIONAL, LTD.
Dated: 11/1/2000
REUBEN MCDONALD
-----------------
REUBEN MCDONALD
President
</TABLE>
