U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
AMENDMENT 2
General Form for Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
Garden Bay International, Ltd.
______________________________________________
(Name of Small Business Issuer in Its Charter)
Delaware 33-0822337
________________________________ __________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
85 Lakeshore Drive, Rancho Mirage, California, 92270
______________________________________________ __________
(Address of Principal Executive Offices) (ZIP Code)
(760) 862-1991
________________________________________________
(Issuer's Telephone Number, Including Area Code)
Securities to be Registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
____________________ ______________________________
Securities to be Registered under Section 12(g) of the Act:
Common Stock
____________________
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ITEM 1 DESCRIPTION OF BUSINESS
All financial information is current as of June 30, 2000. Other information
is current as of the date of filing.
General
Garden Bay International, Inc. ("the Company") was incorporated in the State
of Delaware on July 20, 1998. 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
specialty outlets.
Mission
The mission of the Company is to initially create a profit by designing,
marketing and selling unique and collectible ceramic dinnerware and pottery
items to wholesale suppliers then expanding to selling these unique,
collectible items over the Internet by setting up an Internet store to include
trades, classifieds and auctions. The Company's goal is to establish a
network of artisans for designing and manufacturing hand-painted collectible
ceramic items including dishes, serving platters, vases, table lamps, small
flower pots and ashtrays, then marketing these items to wholesale suppliers
and distributors for sale in retail stores and specialty outlets.
Product
The Company contacted appropriate wholesale artists, craftsmen and
distributors in Europe, Mexico and Canada concerning the design and
manufacture of specialty hand-painted ceramics and pottery items. Initially,
the Company intends to make available sets of distinctive, hand-painted
ceramic dinnerware including dinner plates, salad plates, saucers, cups, mugs,
serving platters, salt and pepper containers, milk and sugar containers, soup
tureens, large and small pitchers, tea pots, bowls and ice tea/water
containers.
These items will be available in the yellow-fish motif, pink-chicken motif,
green-chicken motif and blue-chicken motif.
Manufacturing
The hand painted ceramics to be sold wholesale and later to be incorporated on
the web site to be sold retail can be purchased at cost saving levels for
quantities. Currently the Company has located certain artisans in Mexico to
manufacture the ceramic pieces and individually hand-paint each item according
to certain designs (fish and chicken motifs) approved by the Company. The
Company plans initially to have its products shipped directly from the vendor
to the wholesale suppliers and distributors and later, as the need arises, to
deliver to the Company's headquarters and shipped to customers. Sufficient
space is available at present and the decision to expand will be based on
price and logistics. There is sufficient proximity to couriers such as UPS
and Fed Ex locations for ease of shipping.
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Marketing
The marketing plan includes making available the products through three
primary sales channels: to wholesale suppliers and distributors for placement
in retail outlets where dinnerware ceramics and pottery are sold; through the
Internet primarily through a Garden Bay web site; and through a Garden Bay
catalog. The Company currently does not operate a web site but plans to
construct one at a later date which would include charging ability via credit
card for purchases of ceramics and pottery as well as an informational source
for classifieds, trades and auctions. The Company also plans at a later date
to offer its products through Internet marketing partnerships with America
Online Shopping Channel, @Home and Catalog City. The Company believes that
online retailing over the Internet will present Garden Bay with a significant
opportunity for the marketing and sale of its products and will enable the
Company to significantly expand and diversify its customer base. The Company
believes that Garden Bay products are particularly well positioned to be
marketed and sold over the Internet. The Company currently does not offer a
catalog, but plans to produce one after sales have commenced thus providing
customers with increased shopping flexibility and service. This multi-channel
approach will provide the Company with significant marketing, sales, and
operational synergies and provide customers with enhanced shopping flexibility
and superior customer service.
Initially, the Company plans to market the complete set of ceramic dinnerware
(to wholesale suppliers and distributors) for $525 with a $3,000 minimum order
and a 24-piece minimum order quantity. Prices can be reduced with build up of
volume. Discounts can be made according to total order value and pieces per
item. The Company plans to collect ten percent with order confirmations and
full balance prior to shipment. Delivery of items will be made 30 to 90 days
after shipment order is placed.
Competition
The Company will operate in a highly competitive environment. The Company
principally competes with a variety of department stores and specialty
retailers such as Pottery Barn and Williams of Sonoma, inc. that offer
products similar to or the same as the Company products. The United States
retail industry, and the specialty retail industry in particular, is dynamic
in nature and has undergone significant changes over the past several years.
The Company's ability to anticipate and successfully respond to continuing
challenges is critical to its long-term growth. The Company may later compete
with major Internet retailers or other catalogs that offer products similar to
or the same as the Company's products. Many of our competitors are larger
companies with greater financial resources, a wider selection of merchandise
and a greater inventory availability.
The Company plans to enter into purchase obligations outside of the United
States which are settled in U.S. dollars and, therefore, have only minimal
exposure to foreign currency exchange risks. The Company does not plan to
hedge against foreign currency risks and believe that foreign currency
exchange risk is immaterial.
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Governmental Approval, Regulation and Environmental Compliance
Other than general business licensing requirements, the Company is unaware of
any governmental regulations in regard to its product.
Given the nature of Garden Bay's business, the Company does not anticipate any
material costs associated with compliance with federal, state and local
environmental laws and regulations.
The Company is not aware of any federal, state or local laws and regulations
regulating the Internet at this time which would materially affect its
business activities.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Certain Forward-Looking Information
Information provided in this Form 10SB 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 g 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.
The Business Plan for the Company over the next twelve months is to design and
manufacture sets of distinctive, hand-painted ceramic dinnerware in four
designs approved by the company and to implement a wholesale sales group to
distribute the Company's products for placement to retail outlets. The
Company plans to implement a merchandising strategy that will seek out other
hand-designed products by artisans world-wide for distribution. The Company
plans initially to have its products shipped directly from the vendor to the
wholesale suppliers and distributors and later, as the need arises, to rent a
small order fulfillment and distribution facility. The shipment of products
directly from vendors to the suppliers or directly to the stores reduces the
level of the lead-time required to receive the products. Financing will be
arranged as required during this period. The Company has sufficient capital
for its present business plan during the next 12 months. The Company will
require a down payment on all orders sufficient to defray the cost of the
production. The Company may attempt to raise the additional capital by the
sale of its securities in private placements. There can be no assurance that
such sales can be accomplished at prices satisfactory to the Company, if at
all.
The Company anticipates that a small 150 - 250 square feet warehouse will be
adequate to carry on the operation over the next year of business. Sales will
be established through wholesale suppliers and distributors. It is
anticipated that sales will grow in an orderly fashion over the next year. An
Internet web site for sales, information, trades, classified and auctions is
being planned but has not been established or committed to at this time. A
catalog for retail consumers is being planned after sales have commenced but
has currently not been established or committed to at this time.
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
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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
environnemt. 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
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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 June 30, 2000 the company had a stockholders' Equity
of $1,642. The auditors have raised a "going concern" question on the audit
for the year ended December 31, 1999 and the period ended June 30, 2000.
ITEM 3. DESCRIPTION OF PROPERTY
The Company owns no real property. The Company is provided sufficient space
to do its present business by a director of the Company. In the near future,
the Company will be looking for its own space. The Company expects to have no
problems finding the space it needs at prices that it can afford.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
The following table sets forth certain information concerning the Common Stock
ownership as of September 10, 2000 of each officer, director and who is known to
the Company as management or to be the beneficial owner of more than five
percent of the Company's Common Stock. As of September 10, 2000, there were
5,187,000 common shares outstanding.
Name Of Amount and Percent Ownership
Beneficial Owner Beneficial
<S> <C> <C>
Reuben McDonald 5,000,000 96.39
</TABLE>
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1. Unless otherwise indicated, the named party is believed to be the sole
investor and have voting control of the shares set forth in the above
table. Based on 5,187,000 outstanding shares on June 30 , 2000.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
A.The Directors and Officers of the Company, all of whose terms will
expire one year from their election, or at such a time as their
successors shall be elected and qualified are as follows:
Name and Address Age Position Date Elected
Reuben McDonald 42 President, Secretary, 1998
9150 21st Street SE Treasurer
Calgary, Alberta, Canada and Director
T2C 4B9
Robert Berk 69 Director 1998
85 Lakeshore Dr.
Rancho Mirage, Ca., 92270
Resumes of the Directors and Officers of the Company are:
Reuben McDonald has served as President, Secretary, Treasurer and Director of
Garden Bay International, Inc. since July 1998. He has also served as a
Transportation Manager for the City of Calgary, Alberta, Canada since 1991.
From 1989 to 1991, Mr. McDonald worked as a rehabilitation practitioner for
the Calgary Residential Services Society. From 1987 to 1988, Mr. McDonald
worked with the Professional Review Organization for Washington. Mr. McDonald
holds a Bachelor of Arts Degree from the University of Washington, Seattle.
Robert Berk has served as Director of Garden Bay International, Inc. since
July 20, 1998. Since 1999 to present, Mr. Berk has worked as marketing and
entertainment consultant to Spotlight 29 Casino, and was instrumental in the
signing of a $60 million expansion deal between the casino and Trump
International. Since 1998 to present, Mr. Berk has worked as theatrical
producer for "Joey and Maria's Italian Wedding," a live performance currently
playing at Spotlight 29 Casino. Prior to 1998, Mr. Berk has worked as a
consultant in marketing and distribution for companies such as Atari, Samsung,
Viacom, NEC, Murata, Phillips and Dupont. Mr. Berk was part of the initial
development group that took Atari to the public market in the United States
and launched the video game business. Mr. Berk holds a Bachelors Degree from
Syracuse University, New York.
ITEM 6. EXECUTIVE COMPENSATION
A. None of the officers or directors receives or has received any
remuneration for serving as director or officer of the Company, however, the
President has received $2,000 in consulting expenses.
B. There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement
at normal retirement date pursuant to any presently existing plan provided
or contributed to by the Company or any of its subsidiaries, if any.
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C. No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing. No options have been granted. The Company has not
decided when and in what circumstances it will start paying officers and
directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACITONS
On February 11, 1999 the Company issued 5,000,000 shares of its common stock
to its president and director, Reuben McDonald.
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Title or Class Number of Record Holders
Common 41
There is, as of the date of filing, no public market in any class of stock of
the Company.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On July 20, 1998 the Company sold 5,000,000 shares of its common stock to
its president, Reuben McDonald for $1000 in cash. The stock was issued in
reliance on an
exemption from registration for non public offerings contained in section 4
(2) of the 1933 Securities act as Amended.
Between February 11, 1999 and March 25, 1999, the Company sold 187,000 common
shares to 40 persons at $0.10 per share for a total of $18,700. The shares
were sold in reliance on an exemption from registration contained in
Regulation D(504) of the Securities Act of 1033 as amended.
ITEM 11. DESCRIPTION OF SECURITIES
The Company is authorized to issue 80,000,000 shares of Common stock, par
value $0.0001 per share. As of March 31, 2000, the Company had outstanding
5,187,000 shares of Common stock. All Common Shares are equal to each other
with respect to voting, and dividend rights, and subjects tot he rights of the
preferred shareholders. There are 20,000,000 shares of preferred par
value$0.0001, none of which are outstanding.
Special meetings of the Shareholders may be called by the officers, directors,
or upon the request of holders of at least ten percent of the outstanding
voting shares. Holders of Common Shares are entitled to one vote at any
meeting of the Shareholders for each Common Share they own as of the record
date. At any meeting of Shareholders, a majority of the outstanding Common
shares of the Company entitled to vote, represented in person or by proxy,
constitutes a quorum. A vote of the majority of the Common Shares represented
at a meeting will govern, even if theirs is substantially less than a majority
of the Common Shares outstanding.
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Subject to the rights of the preferred shareholders described below, holders
of shares are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefore, and upon
liquidation are entitled to participate pro rata in a distribution of assets
available for such a distribution to Shareholders. There are no conversion,
pre-emptive or other subscription rights or privileges with respect to any
share. Reference is made of the Certificate of Incorporation and Bylaws of
the Company as well as to the applicable statutes of the State of Delaware for
a more complete description of the rights an liabilities of holders of shares.
It should be noted that the Bylaws may be amended by the Board of Directors
without notice to the Shareholders.
Non-Cumulative Voting
The shares of the Company do not have cumulative voting rights, which means
that the holders of more than fifty percent of the Common Shares voting for
election of directors may elect all the directors if they choose to do so. In
such event, the holders of the remaining shares aggregating less than fifty
percent will not be able to elect directors.
"Penny Stock"
The Securities and Exchange Commission has adopted rule 15g-9 which
established the definition of a "penny stock". For purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: that a broker or dealer approve a person's account
for transactions in penny stocks; and (ii) the broker or dealer receive from
the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience objectives of the
person; and (ii) make a reasonable determination that the transactions in
penny stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must also
deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made
the suitability determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior tot he transaction.
Disclosure also has to be made about the risks of investing in penny stocks
both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of directors and officers is as provided by the general
corporate law of the state of Delaware. There are no specific provisions in
either the articles or the bylaws.
ITEM 13. FINANCIAL STATEMENTS
Audited Financial Statements to June 30, 2000.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
a) Audited Financial Statements
b) 3(i) Articles of Incorporation
. 3(ii) By-Laws
23 Consent of Auditor
27 Financial Data Schedule 06/30/2000
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GARDEN BAY INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
--------------------
June 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
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INDEPENDENT AUDITORS' REPORT
Board Of Directors September 12, 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 June 30, 2000, and December 31, 1999, and
the related Statements of Operations, Stockholders' Equity and Cash Flows for
the period January 1, 2000, to June 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 June 30, 2000, and December 31, 1999, and
the results of its operations and cash flows for the period January 1, 2000,
to June 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 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 $13. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
BERRY L. FRIEDMEN
-----------------
BERRY L. FRIEDMEN
Certified Public Accountant
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GARDEN BAY
INTERNATIONAL LTD.
(A Development Stage Company)
BALANCE SHEHEET
---------------
ASSETS
------
June December
30, 2000 31, 1999
CRENT ASSETS
Cash $ 829 $ 10,283
Inventory 813 0
-------- ---------
TOTAL CURRENT ASSETS $ 1,642 $ 10,283
OTHER ASSETS $ 0 $ 0
-------- ---------
TOTAL OTHER ASSETS $ 0 0
-------- ---------
TOTAL ASSETS $ 1,642 $ 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 -18,058 -9,417
-------- ---------
TOTAL STOCKHOLDER?S EQUITY $ 1,642 $ 10,283
-------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,642 $ 10,283
======= ========
The accompanying notes are an integral part of these financial statements
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GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
<TABLE>
<CAPTION>
3 Months, 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, June, 30 June, 30 June, 30
2000 1999 2000 1999
------ ------- -------- ----------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
--------- ------- -------- ---------
EXPENSES
Accounting Expense $ 1,000 $ 0 $ 1,000 $ 800
Amortization $ 0 $ 0 $ 0 $ 41
Bank Charges $ 10 $ 30 $ 10 $ 30
Consulting Fees $ 0 $ 0 $ 2,000 $ 0
Filing Fees $ 2,750 $ 0 $ 2,789 $ 175
Legal Expense $ 0 $ 0 $ 0 $ 1,000
Office Expense $ 1,212 $ 820 $ 2,412 $ 1,298
Transfer Fees $ 280 $ 0 $ 430 $ 300
--------- ------- -------- ---------
TOTAL EXPENSES $ 5,252 $ 850 $ 8,641 $ 3,644
NET LOSS $ -5,252 $ -850 $ 8,641 $ -3,644
========= ======= ======== =========
Net loss per share
Basic and Diluted
Note #2 $ -.0010 $ -.0002 $ -.0017 $ -.0007
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.
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GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
<TABLE>
<CAPTION>
Year July 20, July 20, 1998
Ended 1998, to (Inception)
Mar. 31, Dec. 31, June 30,
1999 1998 2000
------ ------- ------------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
------- -------- ---------
EXPENSES
Accounting Expense $ 867 $ 0 $ 1,867
Amortization $ 281 $ 25 $ 306
Bank Charges $ 93 $ 0 $ 103
Consulting Fees $ 0 $ 0 $ 2,000
Filing Fees $ 352 $ 0 $ 3,141
Legal Expense $ 1,000 $ 0 $ 1,000
Office Expense $ 5,891 $ 0 $ 8,303
Transfer Fees $ 908 $ 0 $ 1,338
------- -------- ---------
TOTAL EXPENSES $ 9,392 $ 25 $ 18,058
NET LOSS $-9,392 $ -25 $ -18,058
======= ======== =========
Net loss per share
Basic and Diluted
Note #2 $ -.0019 NIL $ -.0036
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.
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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
June 30, 2000 -8,641
--------- ------ ---------- -----------
Balance
March 31, 2000 5,187,000 $ 519 $ 19,181 $ -18,058
</TABLE>
The accompanying notes are an integral part of these financial statements.
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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
June 30, June, 30 June, 30 June, 30
2000 1999 2000 1999
------ ------- -------- ---------
<S> <C> <C> <C> <C>
Cash Flows
Operating activities:
Net loss $ -5,252 $ -850 $ -8,641 $ -3,644
Amortization 0 0 0 +341
Changes in assets and
Liabilities:
Organization costs 0 0 0 -306
Inventory -813 0 -813 0
Increase in current
Liabilities 0 -1,350 0 0
------ ------- -------- --------
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 $ -6,065 $ -2,150 $ -9,454 $ +14,791
Cash,
Beginning of period 6,894 17,941 10,283 1,000
--------- ---------- --------- --------
Cash,
End of period $ 829 $ 15,791 $ 829 $ 15,791
========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
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<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
<TABLE>
<CAPTION>
Year July 20, July 20, 1998
Ended 1998, to (Inception)
Mar. 31, Dec. 31, June 30,
1999 1998 2000
------ ------- ------------
<S> <C> <C> <C>
Cash Flows
Operating activities:
Net loss $ -9,392 $ -25 $ -18,058
Amortization +281 +25 +306
Changes in assets and
Liabilities:
Organization costs 0 -306 -306
Inventory 0 0 -813
Increase in current
Liabilities -306 +306 0
Cash Flows From
Operating Activities $ -9,392 $ -25 $ -18,058
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 +6,894
Cash,
Beginning of period 1,000 0 0
------------ --------- ---------
Cash,
End of period $ 10,283 $ 1,000 $ 829
========== ======== =========
The accompanying notes are an integral part of these financial statements.
-7-
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<PAGE>
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 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 no operations and
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
-20-
<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 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 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-
-21-
<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: 09/18/2000
REUBEN MCDONALD
-----------------
REUBEN MCDONALD
President
-22-
</TABLE>
