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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: September 30, 2000
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-30825
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VERDLAND BIO-HIGH TECH INVESTMENT CO LTD
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(Name of Small Business Issuer in its charter)
NEVADA 87-0377162
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Unit 904, Sino Plaza, 255 Gloucester Road, Causeway Bay, Hong Kong, SAR, China
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(Address of principal executive offices and Zip Code)
(852) 2834-9800
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(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.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 10,000,000
-------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of September 30, 2000
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERDLAND BIO HIGH-TECH INVESTMENT CO., INC.
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. However, in the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary to present fairly the financial position and results of
operations for the periods presented have been made. These financial
statements should be read in conjunction with the accompanying notes, and with
the historical financial information of the Company.
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Verdland Bio-High Tech Investment Co., Inc.
(a development stage company)
Balance Sheets
ASSETS
September 30, March 31,
2000 2000
----------- -----------
CURRENT ASSETS
Cash $ 30 $ 30
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Total Current Assets 30 30
----------- -----------
$ 30 $ 30
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party (Note 2) $ - $ 160
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Total Current Liabilities - 160
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STOCKHOLDERS' EQUITY
Preferred stock, authorized 1,000 shares of
Class A Preferred, $.001 par value - -
Preferred stock, authorized 1,000 shares of
Class B Preferred, $.001 par value - -
Preferred stock, authorized 1,000 shares of
Class C Preferred, $.001 par value - -
Common stock, authorized 50,000,000
shares at $.001 par value; 10,000,000,
issued and outstanding 10,000 10,000
Capital in excess of par value 27,731 16,140
Retained deficit (accumulated during
the development stage) (Note 5) (37,701) (26,270)
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Total Stockholders' Equity 30 (130)
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$ 30 $ 30
============ ===========
The accompanying notes are an integral part of these financial statements
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Verdland Bio-Tech Investment Co., Inc.
(a development stage company)
Statements of Operations
For the Periods Ended
<TABLE>
<CAPTION>
For the
Period From
For the For the August 24,1994
Three Months ended Six Months ended (beginning of devel-
September 30, September 30, opment stage to
2000 1999 2000 1999 September 30 2000
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUE
Interest income $ - $ - $ - $ - $ 4,679
--------- --------- --------- --------- ---------
Total Revenue - - - - -
--------- --------- --------- --------- ---------
EXPENSES
General and Administrative Expense 11,431 40 11,431 120 41,980
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Total Expenses 11,431 40 11,431 120 (41,980)
--------- --------- --------- --------- ---------
Net (loss) before provision for taxes (11,431) (40) (11,431) (120) (37,301)
--------- --------- --------- --------- ---------
Provision for Taxes (Note 1) - - - - 400
--------- --------- --------- --------- ---------
Net income (loss) $ (11,431) $ (40) $ (11,431) $ (120) $ (37,701)
========= ========= ========= ========= =========
Loss Per Share (Note 1) $ - $ - $ - $ -
========= ========= ========= =========
Average shares outstanding 10,000,000 10,000,000 10,000,000 10,000,000
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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Verdland Bio-Tech Investment Co., Inc.
(a development stage company)
Statements of Cash Flows
For the Periods Ended
For the period
August 24, 1994
(beginning of
For the Six development
Months Ended stage) to
September 30, September 30,
2000 1999 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (11,431) $ (120) $ (37,701)
Items not requiring cash flow:
Increase in accrued expenses and
accounts payable (160) - 1,369
Decrease in interest receivable - - (4,679)
Issuance of stock for services - - 1,000
Expenses Paid by Stockholder 11,591 - 14,191
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Net Cash (Used) by
Operating Activities - (120) (25,820)
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CASH FLOWS FROM
INVESTING ACTIVITIES
Net cash (used) by
Investing Activities - - -
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CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock - - 24,500
Loans from related parties - - 1,160
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Net Cash provided by
Financing Activities - - 25,660
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NET INCREASE (DECREASE) IN CASH - (120) (160)
CASH AT BEGINNING OF PERIOD 30 150 190
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CASH AT END OF PERIOD $ 30 $ 30 $ 30
========== ========== ==========
Supplemental Cash Flow Information
Cash paid for:
Interest $ - $ - $ -
Taxes $ - $ - $ 400
Non Cash Flow Information
Stock issued for:
Note receivable $ - $ - $ -
Services $ - $ - $ 1,000
Conversion of Debt $ - $ - $ 1,000
The accompanying notes are an integral part of these financial statements.
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Verdland Bio-High Tech Investment Co., Inc.
(a development stage company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated in the State of Utah on March 26, 1982 for the
primary purpose of operating a video store. The Company was operational
until 1992 when the Company filed bankruptcy. The Company emerged from
bankruptcy on August 24, 1994 with no assets or liabilities other than state
income taxes. The Company has had no operations since that date and is
classified as a development stage company.
The Company created and then merged with a Nevada subsidiary on January 17,
1998. The Company is now a Nevada corporation.
Loss Per Share
--------------
The computations of loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
Provision for Income Taxes
--------------------------
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended March 31, 1995.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences at March 31, 2000 and earlier years; accordingly, no
deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of approximately
$98,000 at March 31, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates of $33,000 at March
31, 2000 have been offset by valuation reserves of the same amount.
The Company has available $98,000 in net operating loss carryforwards that
will begin to expire in the year 2002.
Cash and Cash Equivalents
-------------------------
For the purposes of the statements of cash flows, cash and cash equivalents
are defined as demand deposits at banks and certificates of deposits with
maturities less than three months.
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Verdland Bio-High Tech Investment Co., Inc.
(a development stage company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Development Stage Company
-------------------------
The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company. All
income, expenses, cash flows and stock transactions are reported since the
beginning of development stage. (August 24, 1994).
NOTE 2 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
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Verdland Bio High-Tech Investment Co., Inc. ("Verdland") is considered a
development stage company with no assets or capital and with no operations or
income since August 1994. The costs and expenses associated with Verdland's
operations have been paid for by shareholders, specifically Ken Chu and Guo
Jian Xin (a.k.a. Jimmy Guo). It is anticipated that Verdland will require only
nominal capital to maintain the corporate viability and necessary funds will
most likely be provided by said shareholders in the immediate future.
Other than the funds contributed to capital by Verdland's principal
shareholders, Verdland has no other financing means in place and unless it is
able to facilitate an acquisition of or merger with an operating business or
is able to obtain significant outside financing, there is substantial doubt
about Verdland's ability to continue as a going concern.
Proposed Acquisition of StarNet
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The board of directors has reviewed various businesses which would create a
profitable operation for Verdland and provide some value to its shareholders.
Management has recently negotiated the potential acquisition of StarNet(China)
Limited, a Hong Kong corporation ("StarNet") which is a company engaged as a
joint venture partner in Shenzen StarNet Limited and Shenzen SAST Electronic
Co., Ltd., limited liability companies organized in accordance with the laws
of the People's Republic of China on Joint Ventures Using Chinese and Foreign
Investments. Verdland feels StarNet has the potential for rapid growth and
profitability. Through negotiations by management, Verdland's board of
directors has approved an Agreement and Plan of Reorganization dated
___________, 2000 (the "Plan"), whereby Verdland will issue 32,000,000 shares
of its common stock for 99% of the issued and outstanding shares of capital
stock of StarNet. After the reorganization contemplated under the Plan is
complete, (1) StarNet will be a subsidiary of the Verdland; and (2) the
Verdland will file a Certificate of Amendment to its Articles of Incorporation
changing its name to "StarNet Pacific Company Limited." The board of
directors of Verdland has unanimously recommended the acquisition of StarNet.
Plan of Operation
-----------------
Because of lack of working capital, it may be necessary for the principal
shareholders to either advance funds to Verdand or to accrue expenses until
such time as the acquisition of StarNet can be completed. Management intends
to hold expenses to a minimum and to obtain services on a contingency basis
when possible. However, if Verdland engages the services of others to assist
in the proposed acquisition it may be necessary for Verdland to attempt to
raise additional funds. As of the date hereof, Verdland has not made any
arrangements or definitive agreements to engage the services of others or to
raise any capital.
In the event Verdland does need to raise capital, most likely the most
immediate source would be loans from its principal shareholders. It is
unlikely that it could make a sale of securities or be able to borrow any
significant sum from either a commercial or private lender. There can be no
assurance that Verdland will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on terms
acceptable to Verdland.
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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) Exhibits.
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Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
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None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERDLAND BIO HIGH-TECH INVESTMENT CO., INC.
[Registrant]
Dated: November 13, 2000 By /S/ Guo Jian Xin, President
and Director
