U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-Q SB
(Mark One)
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ______________ to __________________
Commission File Number: 0-15937
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GREATER CHINA CORPORATION
-----------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 22-3057451
------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
27 East 61st Street New York, New York 10021
-----------------------------------------------------------------
(Address of principal executive offices)
(212) 935-0561
-----------------------
(Issuer's telephone number)
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to 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 report), and (2) has been
subject to such filing requirements for the past 90 days.
Yes............ No....X......
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...X.....
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: November 13, 1998, 24,232,716
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<PAGE>
Greater China Corporation
and Subsidiaries
FORM 10-Q SB
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
INDEX PAGE
----- ----
Part I Financial Information
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheet at September 30, 1998 4
Condensed Consolidated Statements of Operations for the Period
from April 1, 1998 through September 30, 1998
and from April 1, 1997 through September 30, 1997 6
Condensed Consolidated Statements of Operations for the Period
from July 1, 1998 through September 30, 1998
and from July 1, 1997 through September 30, 1997 7
Condensed Consolidated Stateme nts of Cash Flows for the Period
from April 1, 1998 through September 30, 1998 and from April 1,
1997 through September 30, 1997 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II Other Information
Item 1. Legal Proceedings --------------------------------------- 15
Item 2. Changes in Securities ----------------------------------- 15
Item 3. Defaults Upon Senior Securities ------------------------- 15
Item 4. Submissions of Matters to a Vote of Securities Holders--- 15
Item 5. Other Information --------------------------------------- 15
Item 6. Subsequent Event----------------------------------------- 16
SIGNATURES ------------------------------------------------------ 17
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<PAGE>
Greater China Corporation
and Subsidiaries
FORM 10-Q SB
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
-3-
<PAGE>
Greater China Corporation
and Subsidiaries
Unaudited Condensed Consolidated Balance Sheet
at September 30, 1998
<TABLE>
<CAPTION>
September 30, 1998
ASSETS (Unaudited)
- ------ -----------
<S> <C>
CURRENT ASSETS
Cash $ 321,000
Accounts Receivable 3,763,000
729,000
Inventory 8,000
Other receivable
----------
Total Current Assets 4,821,000
Property and equipment 497,000
----------
Total Assets $5,318,000
----------
LIABILITIES AND STOCKHOLDERS' EQUITY
(Deficit)
CURRENT LIABILITIES
Overdrafts $ 92,000
Short Term Loans 600,000
Accounts payable and
accrued expenses 3,792,000
Miscellaneous Payables 619,000
----------
Total Current Liabilities 5,103,000
----------
LONG TERM LIABILITES
Loans 823,000
Pension Fund Loans 144,000
Lease Financing 13,000
----------
Total Long-term Liabilities 980,000
----------
Total Liabilities 6,083,000
----------
Minority Interest 379,000
----------
</TABLE>
-4-
Greater China Corporation
and Subsidiaries
Unaudited Condensed Consolidated Balance Sheet
at September 30, 1998
<TABLE>
<S> <C>
Stockholders' Deficit:
Common stock 402,000
Additional paid-in capital 2,431,000
Accumulated deficit (3,939,000)
Treasury stock (38,000)
-----------
Total Stockholders' Deficit (1,144,000)
-----------
Total Liabilities and Stockholders' Deficit $ 5,318,000
-----------
</TABLE>
See accompanying notes to unaudited condensed
consolidated financial statements.
-5-
<PAGE>
Greater China Corporation
and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations for
the period April 1, 1998 to September 30, 1998 and
from
April 1, 1997 to September 30, 1997
<TABLE>
<CAPTION>
1998 1997*
---- -----
<S> <C>
Revenues, net $10,251,000
Cost of Sales 8,156,000
----------
Gross Profit 2,095,000
Selling, general and administrative expenses
2,053,000
Depreciation and amortization 45,000
-----------
Income (Loss) from operations (3,000)
Other income (expense):
Other income 369,000
Financial Charges (383,000)
-----------
Income (Loss) before income taxes (17,000)
And minority interest
Income taxes 0
Minority Interest 198,000
-----------
Net Loss (215,000)
-----------
Income (loss) per share - Basic ($0.01)
-----------
Income (loss) per share - Diluted ($0.02)
-----------
<FN>
*These figures are currently unavailable. They will be filed by
amendment as soon as possible.
</FN>
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
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<PAGE>
Greater China Corporation
and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations for
the Period from July 1, 1998 to September 30, 1998
and
From July 1, 1997 to September 30, 1997
<TABLE>
<CAPTION>
1998 1997*
---- -----
<S> <C>
Revenues, net $ 4,067,000
Cost of Sales 3,204,000
-----------
Gross Profit 863,000
Selling, general and
administrative expenses 803,000
Depreciation and amortization 22,000
-----------
Income (Loss) from operations 38,000
Other income (expense):
Other income 157,000
Financial charges (161,000)
-----------
Income (Loss) before income taxes 34,000
and minority interest
Income taxes 0
Minority Interest 104,000
-----------
Net loss ($70,000)
-----------
Income (Loss) per share - Basic ($ #)
-----------
Income (Loss) per share - Diluted ($ #)
-----------
<FN>
# Less than ($0.01) per share
* These figures are currently unavailable.
They will be filed by amendment as soon as possible.
</FN>
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
-7-
<PAGE>
Greater China Corporation
and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash flows for
the Period from April 1, 1998 to September 30, 1998
and From April 1, 1997 to September 30, 1997
<TABLE>
<CAPTION>
1998 1997*
---- -----
<S> <C>
Cash flows from Operating Activities:
Net Income / (Loss) $ (215,000)
Adjustments to reconcile net (Loss) to net cash
provided by (used in) operating activities
Depreciation and amortization 45,000
Change in operating assets and liabilities
Increase in accounts receivables (213,000)
Decrease in inventory 180,000
Increase in other receivables (8,000)
Increase in overdrafts 17,000
Decrease in accounts payable (840,000)
Increase in miscellaneous payable 134,000
------------
Net Cash provided by (used in) Operating Activities: (900,000)
------------
Cash flows from Investing Activities:
Purchase of fixed assets 18,000
------------
Net Cash provided (used) by Investing Activities 18,000
------------
Cash flows From Financing Activities
Proceeds/repayment of overdraft borrowing
Increase in loans payable 924,000
Increase in minority interest 197,000
------------
Cash Provided by (used in) Financing Activities 1,121,000
------------
Net Increase in Cash and Cash Equivalents 203,000
Cash and Equivalents at beginning of period 118,000
------------
Cash and Equivalents at end of Period $ 321,000
------------
<FN>
* These figures are currently unavailable. They will be filed by amendment
as soon as possible.
</FN>
</TABLE>
See accompanying notes to audited financial statements.
-8-
<PAGE>
Greater China Corporation
and Subsidiaries
September 30, 1998
Notes to Condensed Consolidated Financial Statements
NOTE 1 -- BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of Greater
China Corporation and its subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These interim consolidated financial
statements should be read in conjunction with the Company's audited financial
statements.
In the opinion of management, the interim consolidated financial statements
reflect all adjustments necessary for fair presentation of the interim periods.
The results of operations for the interim period are not indicative of results
of operations to be expected for the full year.
NOTE 2 -- MERGER WITH THE INTERNATIONAL TECHNOLOGY GROUP
The merger between Greater China Corporation and The International Technology
Group ("ITG") effective April 1, 1998 has been accounted for as a reverse
acquisition. As a result, the financial statements presented reflect only the
operatin of ITG prior to the effective date.
NOTE 3 -- CONTINGENCIES
The Company is engaged in various legal proceedings incidental to its normal
business activities. See Part II, Item 1, "Legal Proceedings."
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<PAGE>
Greater China Corporation
and Subsidiaries
September 30, 1998
Notes to Condensed Consolidated Financial Statements
(continued)
NOTE 4 -- EARNINGS (LOSS) PER SHARE
The following represents the calculation of earnings per share:
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS SIX MONTHS
ENDED ENDED
SEPTEMBER 30 SEPTEMBER 30
------------ ------------
BASIC 1998 1998
<S> <C> <C>
Net income $ (70,000) $ (215,000)
Less preferred stock dividends -- --
------------ ------------
Weighted average common shares 20,179,773 20,179,773
Basic Earnings per share ($ *) ($ 0.01)
------------ ------------
DILUTED (Treasury Method)
Net income applicable to common shareholders $ (70,000) $ (215,000)
Preferred stock dividend -- --
------------ -----------
Net income available to common shareholders
Plus assumed conversion $ ( 70,000) $ (426,000)
------------ -----------
Weighted average number of common shares 20,179,773 20,179,773
Common stock equivalent shares representing
Shares issuable as of September 30, 1998 4,696,314 4,696,314
Common stock equivalent shares representing
Shares issuable upon exercise of stock
Options 13,333 13,333
Common stock equivalent shares representing
Shares issuable upon exercise of warrants 600,000 600,000
------------ -----------
Weighted average number of shares used in
Calculation of diluted income per share 25,489,420 25,489,420
------------ -----------
Diluted earnings per share ($ *) ($ 0.02)
<FN>
* Less than $0.01
</FN>
</TABLE>
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This report, including the disclosures below, contains forward-looking
statements that involve substantial risks and/or uncertainties. When used
herein, the terms "anticipates", "expects", "estimates", "believes" and similar
expressions, as they relate to the Company or its management, are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements may differ materially from those expressed or
implied by such forward-looking statements.
RESULTS OF OPERATIONS:
NATURE OF BUSINESS
Greater China Corporation, through its subsidiary companies in China, Hong Kong
and Europe manufactures and distributes a wide range of fiber optic products
used primarily in the fiber optic telecommunications and cable industries.
REVENUES AND COSTS OF REVENUES
On March 27, 1998, Greater China Corporation acquired 100% of the stock of The
International Technology Group Limited, in a reverse-acquisition intended to
bring all of the operating subsidiaries of The International Technology Group
Limited ("ITG") into Greater China Corporation ("GCC"). The first set of results
show operating costs and revenues for GCC for the six month period April 1, 1998
to September 30, 1998. The second set of results are for the quarter July 1 to
September 30, 1998 The Company will to change its fiscal year end to December
31st to match the year end for all subsidiary operating companies and to ensure
that all group companies report their annual results on the same cycle. GCC will
therefore be reporting its annual results for the current fiscal year period up
to December 31, 1998.
The company's consolidated net revenues were $4,067,000 for the quarter July 1,
1998 to September 30, 1998 and $10,251,000 for the period April 1, 1998 to
September 30, 1998. For the twelve months prior to the reverse-acquisition, GCC
had no revenues and no operating companies.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
In May 1998, GCC received a Senior Bridge Loan in the amount of $600,000. As a
result of this loan, sales revenues increased. The large increase in revenues
during the period April 1, 1998 to June 30, 1998 was the result of a backlog of
orders and revenues. During the period July 1, 1998 to September 30, 1998,
revenues were more reflective of the company's activities and consistent with
the company's current operational plan.
Consolidated cost of sales were $3,204,000 for the quarter July 1, 1998 to
September 30, 1998 and $8,156,000 for the period April 1, 1998 to June 30, 1998.
Gross margins held stable through the quarter in its manufacturing company
Shenzhen Unigel Communications Company ("SUTCO") and at its distribution company
Arnhem Technology Limited ("ATL") resulting in a consolidated gross margin for
the quarter of 21%, and 20% for the year to date. Management aims to maintain
revenues and margins during the remainder of 1998 assuming that additional
funding is available.
SELLING, GENERAL AND ADMINISTRATIVE.
Selling, general and administrative expenses for the quarter July 1, 1998 to
September 30, 1998 were $825,000 . Management has reduced expenses and intends
to continue doing so by further consolidating activities in its operations,
particularly in its Chinese and European operations. Some charges were incurred
at the manufacturing subsidiary SUTCO in China as a result of the change from
Chinese receipt based accounts to GAAP and these have been reflected in the
results. Similarly a prior year adjustment in the accounts of distribution
subsidiary ATL resulted in a reduction in costs of $30,000.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
EXTRAORDINARY, UNUSUAL AND INFREQUENT EXPENSES
During the quarter July 1, 1998 to September 30, 1998, extraordinary expenses
associated with the reverse-acquisition and subsequent fund raising activities
included $54,000 in investment banking fees and $23,000 in Chinese banking
charges. Other costs and charges for documentary credits, the opening of a back
to back credit facility and other related transactions brought the total
financial and related charges for the quarter to $161,000. These charges are
expected to remain at these levels until the company has secured a long term
equity financing at which time these extraordinary costs will drop significantly
DEPRECIATION AND AMORTIZATION
Depreciation and amortization remained steady through the quarter July 1, 1998
to September 30, 1998 at $22,000.
INCOME TAXES
The company does not currently have any tax liabilities and holds some losses
carried forward.
NET INCOME
Operations for the quarter July 1, 1998 to September 30, 1998 generated a net
income of $56,000 before depreciation and minority deductions. Net income from
all group operating companies excluding corporate expenses, depreciation and
minority deductions was $206,000 for the quarter July 1, 1998 to September 30,
1998
LIQUIDITY AND CAPITAL RESOURCES
The company showed a positive cash flow of $135,000 for the quarter July 1, 1998
to September 30, 1998. This cash flow was generated primarily from manufacturing
and distribution operations in China. Of this cash flow, $230,000 is held in an
escrow account for repayment of the Senior Bridge Loan principal and interest.
The Company intends to continue to make monthly deposits of principal and
interest into an escrow account in accordance with the terms and conditions of
the Bridge Loan Notes.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The company is currently seeking additional short term debt in the amount of
$1.4 million prior to an equity offering. Of this amount, the Company received
$800,000 in October, 1998.
OUTLOOK
The company intends to increase its activities in the fiber optic sector in
China in line with the rapid market growth and infrastructure development for
telecommunications. The outlook in China remains very positive and the continued
development of infrastructure has been strengthened by an announcement from the
Chinese Government in September that $1.2 trillion will be spent on
infrastructure projects to maintain the country's development and to help keep
growth rates around 8%. Additionally, the Ministry of Information released
figures in August 1998 showing that the post and telecommunications sector
(public element only) had shown revenues of $13.4 billion for the first half of
1998, up 38% on the first half of 1997 and that telecom sector spending on fixed
assets grew 79% in the same period.
The Company believes that telecom sector growth in China will remain robust and
that, with the proposed financing, the Company can grow it operations
substantially in 1999.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On August 5, 1998, the Company settled all outstanding litigation with
a former service provider. As a result, the Company will issue to the
service provider 96,129 new shares and agreed to release 208,729 shares
which had been previously issued.
Item 2. Changes in Securities.
N/A
Item 3. Defaults Upon Senior Securities.
N/A
Item 4. Submissions of matter to a Vote of Security Holders.
None
Item 5. Other Information.
During the period October 1, 1997 to June 30, 1998, the Company issued
a series of long term revolving notes in the amount of $535,000. These
notes bear an interest rate of 15% per annum. In addition, noteholders
receive one share of the Company's common stock for each ten dollars of
note value outstanding for each ninety (90) day period.
On May 14, 1998, the Company issued Senior Secured One Year Promissory
notes totaling $600,000. These notes carry an annual interest rate of
15%. In addition, investors will receive a total of 240,000 shares of
the Company's common stock at maturity of these notes.
The above notes were issued to accredited investors pursuant to an
exemption from registration under Section 4 (2) of the Securities Act
of 1933.
Effective August 5, 1998, the Company retained the accounting firm of
Hein + Associates, LLP to serve as the Company's principal accountant
to audit the Company's financial statements. Prior to its engagement as
the Company's principal independent accountant, Hein + Associates, LLP
had not been consulted by the Company either with respect to the
application of accounting principals to a specified transaction or the
type of audit opinion that might be rendered on the Company's financial
statement or on any other matter which was the subject of any prior
disagreement between the Company and its previous certifying
accountants.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1998
FORM 10Q-SB
PART II. OTHER INFORMATION (continued)
Item 5. Other Information (continued)
Effective April 1, 1998, the Company completed its reverse-acquisition
with ITG. Since the China domiciled operating subsidiaries of ITG have
a fiscal year end of December 31, the Company is changing its fiscal
year end to December 31 to facilitate the audit process and the smooth
reporting of operational results.
Item 6. Subsequent Event
On October 26, 1998, the Company issued a series of One Year Promissory
notes totaling $800,000. These notes carry an annual interest rate of
15% per annum. In addition, noteholders will receive 360,000 shares of
the Company's common stock and 400,000 five-year warrants to purchase
shares of the Company's common stock at $0.35 per share.
The above notes were issued to accredited investors pursuant to an
exemption from registration under Section 4 (2) of the Securities Act
of 1933.
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<PAGE>
GREATER CHINA CORPORATION AND SUBSIDIARIES
September 30, 1998
FORM 10Q-SB
SIGNATURE
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.
November 16, 1998 By: /s/ PETER R. BARKER
- -------------------------- --------------------------------
DATE Peter R. Barker
Executive Vice President
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 321,000
<SECURITIES> 0
<RECEIVABLES> 3,771,000
<ALLOWANCES> 0
<INVENTORY> 729,000
<CURRENT-ASSETS> 4,821,000
<PP&E> 497,000
<DEPRECIATION> 45,000
<TOTAL-ASSETS> 5,318,000
<CURRENT-LIABILITIES> 5,103,000
<BONDS> 1,423,000
0
0
<COMMON> 402,000
<OTHER-SE> (1,546,000)
<TOTAL-LIABILITY-AND-EQUITY> 5,318,000
<SALES> 10,251,000
<TOTAL-REVENUES> 10,620,000
<CGS> 8,156,000
<TOTAL-COSTS> 10,440,000
<OTHER-EXPENSES> 383,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 198,000
<NET-INCOME> (215,000)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.02)
</TABLE>
