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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO ____________
----------
Commission File Number 0-16936
GOLDEN BEVERAGE COMPANY
(Exact name of Registrant as specified in its charter)
NEVADA 33-0123045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
117 Hopewell-Rocky Hill Rd., Hopewell, NJ 01238
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 466-3697
2186 South Holly St., Suite 201-202, Denver, CO 80222
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No____
As of the close of business on May 12, 1997 there were 9,799,747 shares of the
Registrant's Common Stock, $.001 par value, outstanding.
<PAGE>
CONTENTS
PART I Financial Information
Page
----
Item 1 - Financial Statements ......................................F-1
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations.......................................... 3
PART II Other Information Required in Report
Item 2 - Changes in Securities...................................... 3
Item 6 - Exhibits and Reports on Form 8-K........................... 4
Signature Page...................................................... 5
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Company's financial information for the quarterly period ended March
31, 1997 begins at F-1.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
General Development of Business
The Company was incorporated in Nevada on April 3, 1985. In February 1988,
the Company received net proceeds of $657,084 from the public offering of
14,010,200 shares of the Company's Common Stock, $.001 par value ("Common
Stock"). In 1988, the Company's attempt to market Nude beer was unsuccessful.
Since 1991, the Company attempted to penetrate the beer market with Shenyang
Snowflake Beer ("Snowflake Beer"). During 1996, the Company did not import any
product and liquidated its inventory of Snowflake Beer. During 1996 and the
three month period ended March 31, 1997, the Company ceased all operations.
Acquisition Agreement
In March 1997, the Company entered into an acquisition agreement
("Agreement") to acquire 80% of WorldWater, Inc., a Delaware company.
WorldWater, Inc. has developed and is currently marketing a proprietary solar
powered water pump. Under the terms of the Agreement, the Company will acquire
80% of the issued and outstanding capital stock of WorldWater, Inc. (8,141,126
shares) in exchange for 8,141,126 post 1:1,240.597 reverse split shares
(approximately 87.8% of the outstanding post-reverse split shares of the
Company) of the Company's Common Stock. Under the terms of the Agreement, the
Company's management will resign and be replaced by WorldWater, Inc.'s
management. The Company believes that the Agreement will be consummated in early
April 1997.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In March 1997, the Company's Board of Directors authorized and effectuated
a 1:1,240.597 reverse split of its issued and outstanding capital stock
("Reverse Split"). Prior to
3
<PAGE>
the Reverse Split, the Company had 140,276,792 shares of Common Stock
outstanding. After the Reverse Split, the Company had 113,072 shares of Common
Stock outstanding. The Reverse Split is necessary in order to consummate the
Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
During the quarterly period ended March 31, 1997, the Registrant did not
file any current reports on Form 8-K.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOLDEN BEVERAGE COMPANY
(REGISTRANT)
Dated: May 19, 1997
By:/s/ Quentin T. Kelly
-----------------------------------
Quentin T. Kelly, President
5
<PAGE>
GOLDEN BEVERAGE COMPANY
FINANCIAL STATEMENTS
For the Three Months Ended
March 31, 1997
Page
----
Accountant's Report F-1
Financial Statements
Balance Sheet F-2
Statement of Income and Retained Earnings F-3
Statement of Cash Flows F-4
<PAGE>
[Letterhead of Carl M. Duncan]
May 12, 1997
To the Board of Directors and Stockholders
Golden Beverage Company
117 Hopewell-Rock Hill Road
Hopewell, N.J. 08525
I have compiled the accompanying statement of assets, liabilities, and
stockholders' equity - income tax basis of Golden Beverage Company as of March
31, 1997, and the related statements of income, expenses and retained earnings
and cash flows - income tax basis for the three months then ended, in accordance
with Statements on Standards for Accounting Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the owners of Golden
Beverage Company.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly do not express
an opinion or any other form of assurance on them.
Yours very truly,
/s/ Carl M. Duncan
-----------------------------------
Carl M. Duncan
Certified Public Accountant
F-1
<PAGE>
GOLDEN BEVERAGE COMPANY
STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF MARCH 31, 1997
NOT AUDITED
ASSETS
CURRENT ASSETS
Cash $ -0-
Accounts receivable -0-
Inventory -0-
---------
TOTAL CURRENT ASSETS -0-
---------
INVESTMENTS - at market
Oppenheimer Strategic Income Fund A -0-
---------
PROPERTY AND EQUIPMENT
Office equipment -0-
Less accumulated depreciation -0-
---------
NET -0-
---------
TOTAL ASSETS $ -0-
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -0-
Accrued salary -0-
Loan - related party -0-
---------
TOTAL CURRENT LIABILITIES -0-
---------
STOCKHOLDERS' EQUITY
Preferred stock: 10,000,000 shares
$.01 par value authorized;
none issued
Common stock: 170,000,000 shares
$.001 par value authorized;
113,072 shares issued and outstanding 113
Additional paid-in capital 995,869
Retained Earnings (Deficit) (995,982)
---------
STOCKHOLDERS' EQUITY -0-
---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ -0-
=========
F-2
<PAGE>
GOLDEN BEVERAGE COMPANY
STATEMENT OF NET INCOME (LOSS)
AND RETAINED EARNINGS - INCOME TAX BASIS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
NOT AUDITED
NET INCOME (LOSS) FROM OPERATIONS $ (15,995)
OTHER INCOME:
Dividends 3
Unclaimed liabilities 83,374
-----------
NET INCOME 67,382
BEGINNING RETAINED EARNINGS (1,063,364)
-----------
RETAINED EARNINGS - MARCH 31, 1997 $ (995,982)
===========
F-3
<PAGE>
GOLDEN BEVERAGE COMPANY
STATEMENT OF CASH FLOWS - INCOME TAX BASIS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
NOT AUDITED
CASH FLOWS FROM OPERATING ACTIVITIES
Sources of Cash:
Cash received from sale of beer $ 875
Interest and dividend income 3
--------
Total Sources of Cash 878
--------
Uses of Cash:
Cash paid to employees and suppliers 13,881
--------
NET CASH FLOWS (USED BY) OPERATING ACTIVITIES (13,003)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase Oppenheimer Fund (3)
Sale of Oppenheimer Fund 93
--------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES 90
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from related party 11,435
--------
NET DECREASE IN CASH (1,478)
CASH BALANCE - BEGINNING 1,478
--------
CASH BALANCE - ENDING $ -0-
========
F-4
<PAGE>
GOLDEN BEVERAGE COMPANY
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK TOTAL
-------------------- PAID-IN ACCUMULATED INVESTMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT REVALUATION EQUITY
------ ------ ------- ------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
December 21, 1992 140,276,792 $140,277 $855,705 (998,009) (2,027)
1993 - Net Loss (3,620) (329) (3,949)
---------- ---- -------
December 31, 1993 140,276,792 $140,277 $855,705 (1,001,629) (329) (5,976)
1994 - Net Loss (28,180) (387) (28,567)
---------- ---- -------
December 31, 1994 140,276,792 $140,277 $855,705 (1,029,809) (716) (34,543)
1995 - Net Loss (47,929) 132 (47,797)
---------- ---- -------
December 31, 1995 140,276,792 $140,277 $855,705 (1,077,738) (584) (82,340)
1996 - Net Income 14,374 584 14,958
---------- ---- -------
December 31, 1996 140,276,792 $140,277 $855,705 (1,063,364) -0- (67,382)
=========== ======== ======== ========== ==== =======
</TABLE>
F-5
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 113
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 67,382
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 67,382
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,382
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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