U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File No. 0-23498
GRAYSTONE WORLD WIDE, INC.
---------------------------------------------
(Name of Small Business Issuer in its Charter)
DELAWARE 33-0601487
------------------------------- --------------------
(State or Other Jurisdiction of (IRS Employer ID No.)
incorporation or organization)
282 S. Main Street, Suite C-D
Alpharetta, Georgia 30004
---------------------------------------
(Address of Principal Executive Offices)
(770) 619-9420
-----------------------------------------------
(Issuer's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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
There were 14,782,000 shares of common stock, $.001 par value, outstanding
as of August 18, 1998.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statement
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Balance Sheets
<CAPTION>
June 30, June 30,
1998 1997
<S> <C> <C>
ASSETS
Current assets
Cash $ 65,439 $ -
Inventory 331,602 -
Other current assets 1,500 -
Total current assets 398,541 -
Furniture and fixtures, less
accumulated depreciation of $277 and $0 7,477 -
Other assets
Organization costs, net of accumulated
amortization of $286 and $286 - -
Total assets $ 406,018 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable $ 677 $ 956
Stockholders' equity
Preferred stock, $.001 par value; 1,000,000
shares authorized; no shares issued and
outstanding - -
Common stock, $.001 par value; 20,000,000
shares authorized; 14,682,360 shares issued
and outstanding 14,682 425
Additional paid-in capital 457,868 821
Accumulated deficit during the development stage (67,209) (2,202)
Total stockholders' equity 405,341 (956)
Total liabilities and stockholders' equity $ 406,018 $ -
</TABLE>
See accompanying notes to financial statements<PAGE>
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statements of Operations
<CAPTION>
Cumulative
From
For the three Inception
months ended (May 4, 1992)
June 30, to June 30,
1998 1997 1998
<S> <C> <C> <C>
Revenues $ - $ - $ -
Operating expenses
General and administrative 56,685 - 66,646
Depreciation 277 - 277
Amortization - 6 286
Total operating expenses 56,962 6 67,209
Net (loss) $ (56,962) $ (6) $(67,209)
Net (loss) per share $ - $ -
Weighted average number of
shares outstanding 14,682,360 424,600
</TABLE>
See accompanying notes to financial statements
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
April 1, 1995 Through June 30, 1998
<CAPTION>
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1995 1,160,200 $ 1,160 $ 1,042 $(1,554) $ 648
Retroactively Restated
Net (loss) - - - (430) (430)
Balance, March 31, 1996 1,160,200 $ 1,160 $ 1,042 $(1,984) $ 218
Net (loss) - - - (212) (212)
Balance, March 31, 1997 1,160,200 1,160 1,042 (2,196) 6
Shares issued to acquire 100%
of the outstanding shares of
Graystone World Wide, Inc.12,787,398 12,787 (12,787) - -
Shares issued for services
$0.01 per share 734,762 735 6,613 (7,348) -
Contribution to capital - - 1,000 - 1,000
Net (loss) - - - (703) (703)
Balance, March 31, 1998 14,682,360 $14,682 $(4,132) $(10,247) $ 303
Contributions to capital - - 462,000 - 462,000
Net (loss) - - - (56,962) (56,962)
Balance, June 30, 1998 14,682,360 $14,682 $457,868 $(67,209) $405,341
</TABLE>
See accompanying notes to financial statements
<TABLE>
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
Cumulative
From
For the three Inception
months ended (May 4, 1992)
June 30, to June 30,
1998 1997 1998
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ (56,962) $ (6) $ (67,209)
Add item not requiring the use of cash
Amortization - 6 286
Depreciation 277 - 277
Increase in inventory (331,602) - (331,602)
Increase in other current assets (1,500) - (1,500)
Increase in accounts payable - - 677
Net cash flows from operating
activities (389,787) - (399,071)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of furniture and fixtures (7,754) - (7,754)
Organization costs - - (286)
Net cash flows from investing
activities (7,754) - (8,040)
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution to capital 462,000 - 457,868
Sale of common stock - - 14,682
Net cash flows from financing
activities - - 472,550
Net increase in cash 64,459 - 65,439
Cash balance at beginning of period 980 - -
Cash balance at end of period $ 65,439 $ - $ 65,439
</TABLE>
See accompanying notes to financial statements
GRAYSTONE WORLD WIDE, INC.
Formerly Achiote Corporation
(A Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Graystone World Wide, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on January 18, 1998. The stated purpose of the Company
is to engage without qualification, in any lawful acts, or activity for which
a corporation may be organized under the laws of the state of Nevada. Achiote
Corporation was incorporated under the laws of the State of Delaware on May
4, 1992, for the purpose of seeking out business opportunities, including
acquisitions.
On March 20, 1998, the Company entered into an Agreement and Plan of
Reorganization with Achiote Corporation, wherein it was agreed that Graystone
World Wide, Inc. (a Nevada corporation) would issue 12,787,398 shares of its
common stock to acquire 100% of the issued and outstanding shares of stock of
Achiote Corporation (a Deleware Corporation).
Prior to the reorganization, the sole director of Achiote Corporation
exercised his right to covert amounts owed by Achiote into 155,000 shares of
common stock. Also, prior to the reorganization, Achiote forward split its
outstanding shares 2 shares for 1 on March 20, 1998. As a consequence of this
action, Achiote Corporation had 1,160,200 shares issued and outstanding prior
to the Agreement and Plan of Reorganization in which Achiote Corporation was
acquired.
Method of Accounting
The Company uses the accrual method of accounting.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity
of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. INCOME TAXES
The fiscal year end of the Company is March 31st and an income tax return
has not been filed. However, if an income tax return had been filed, the
Company would have a net operating loss carry forward of $10,247 that would
begin expiring in the year 2009.
3. SUBSEQUENT EVENT
In July 1998, 100,000 "unregistered" and "restricted" shares of common stock
were sold for $300,000 to an accredited investor.
Item 2. Management's Discussion and Analysis and Plan of Operations.
Plan of Operation
While maintaining its core markets, and strengthening its
relationship with large domestic retailers, the Company will initiate planned
mergers with and/or acquisition of certain targeted niche-market companies
with established markets, assets and core management in the footwear field.
The Company's primary objective is to generate $38 million in gross revenues
in 1998 by developing the Company's core subsidiaries and joint-venturing with
other companies with an emphasis in footwear manufacturing. The Company
has entered into discussions with several investment bankers and is preparing
for a planned secondary public offering of its common stock, concurrent with
an application for listing on NASDAQ.
The foregoing is based upon "forward looking" information, and assumes
the acquisition of an entity currently being managed by the Company and which
manufactures footwear under the Company's name, as to which no assurance can
be given.
Results of Operations
- ---------------------
Revenues for the quarter ended June 30, 1998 were $0.
The Company had a net loss of ($56,962) for the three quarters ended June
30, 1998 and ($6) for the three quarters ended June 30, 1997.
Liquidity
- ---------
During the quarter ended June 30, 1998, the Company and its subsidiaries
had total expenses of $56,962, while receiving $0 in revenues.
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) EXHIBIT
Annual Report on Form 10 - KSB for the year **
ended March 31, 1998, filed August 19, 1998
(b) REPORTS ON FORM 8-K
SEC Form 8-K, dated March 26, 1998, Regarding **
the Plan with Graystone Nevada
** This document and related exhibits have been previously filed with
the Securities and Exchange Commission and by this reference are incorporated
herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GRAYSTONE WORLD WIDE, INC.
Date: 8/18/98 By/s/Donald J. Hallisy
-----------------------------
Donald J. Hallisy
Director and President
Date: 8/18/98 By/s/John L. Melcher
-----------------------------
John L. Melcher
Vice President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
GRAYSTONE WORLD WIDE, INC.
Date: 8/18/98 By/s/Donald J. Hallisy
------------------------------
Donald J. Hallisy
Director and President
Date: 8/18/98 By/s/John L. Melcher
------------------------------
John L. Melcher
Vice President and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 65439
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 331602
<CURRENT-ASSETS> 398541
<PP&E> 7754
<DEPRECIATION> 277
<TOTAL-ASSETS> 406018
<CURRENT-LIABILITIES> 677
<BONDS> 0
0
0
<COMMON> 14682
<OTHER-SE> 390659
<TOTAL-LIABILITY-AND-EQUITY> 406018
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 56962
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (56962)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56962)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
