SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 1-12293 NATURAL WAY TECHNOLOGIES, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 87-0394313 - -------------------------------- -------------------------------- (State or other jurisdiction of (IRS Employer Identification No) incorporation or organization) Rm. 2211-2215, Science and Technology Building, No. 1001 Shangbuzhong Road, Fution District Shenzhen, PRC -------------------------------------------------------- (Address of principal executive offices) 011-07-55-369-9588 --------------------------- (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 be 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X As of February 1, 2000, 3,500,000 shares of Common Stock of the issuer were outstanding. NATURAL WAY TECHNOLOGIES, INC. INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1998 and December 31, 1997............................................3 Consolidated Statements of Operations - For the three month and nine month periods ended September 30, 1998 and 1997.....................................................4 Consolidated Statements of Cash Flows - For the nine month periods ended September 30, 1998 and 1997..............5 Notes to Consolidated Financial Statements...................6 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations......................................6 PART II - OTHER INFORMATION...............................................7 SIGNATURES................................................................8 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NATURAL WAY TECHNOLOGIES, INC. AND SUBSIDIARIES Balance Sheets Amounts expressed in United States Dollars (000) September 30, December 31, 1998 1997 ------------ ----------- ASSETS Total assets - - ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Total liabilities - - ============ =========== Common stock, par value US$0.001; issued and outstanding - 3,500,000 shares as of December 31, 1997 and September 30, 1998 3 3 Additional paid in capital 5,929 5,929 Accumulated deficit (5,932) (5,932) ------------ ----------- Stockholders' equity 0 0 ------------ ----------- Total liabilities and stockholders' equity - - ============ =========== See accompanying notes to condensed consolidated financial statements 3 NATURAL WAY TECHNOLOGIES, INC. AND SUBSIDIARIES Statements of Operations Amounts Expressed in United States Dollars (000) Three Months Ended Nine Months Ended September 30, September 30, --------------------- -------------------- 1998 1997 1998 1997* ------ ------ ------ ------ Revenues $ 0 $ 0 $ 0 $ 0 ------- -------- ------ ------- Expenses: Foreign currency gain 0 0 0 (3) ------- -------- ------ ------- Net income $ 0 $ 0 $ 0 $ 3 ======= ======== ====== ======= (Loss) per share $ 0 $ 0 $ 0 $ 0 ======= ======== ====== ======= Weighted average share outstanding 3,500,000 10,500,000 3,500,000 10,500,000 ========= ========== ========= ========== * Restated to give retroactive effect to the Termination Agreement See accompanying notes to condensed consolidated financial statements 4 NATURAL WAY TECHNOLOGIES, INC. AND SUBSIDIARIES Statements of Cash Flows Amounts Expressed in United States Dollars (000) Nine Months Ended September 30, 1998 1997* ------ ------- Cash flows from operating activities: Net income $ 0 $ 3 Adjustments to reconcile net loss to cash used in operating activities: Decrease in accrued expenses 0 (2) ------- ------- Net cash provided by (used in) operating activities 0 1 ------- ------- Cash flows from investing activities: Effect of translation adjustments 0 (3) ------- ------- Net cash (used in) investing activities 0 (3) ------- ------- Cash flows from financing activities: Diminution of cash due to disposal of subsidiary 0 (1,204) Net cash provided by financing activities 0 (1,204) ------- ------- Net increase (decrease) in cash (1,206) Cash at beginning of period 0 1,206 ------- ------- Cash at end of period $ 0 $ 0 ======= ======= * Restated to give retroactive effect to the Termination Agreement See accompanying notes to condensed consolidated financial statements 5 NATURAL WAY TECHNOLOGIES, INC. Notes to Financial Statements September 30, 1998 1. INTERIM FINANCIAL PRESENTATION The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB. The December 31, 1997 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's Form 10-KSB for the year ended December 31, 1997. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. 2. Currency Presentation and Foreign Currency Translation The Company's financial information is presented in U.S. dollars. The translation of the financial statements of foreign subsidiaries into United States dollars is performed for balance sheet accounts using closing exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during each reporting period. The gains or losses resulting from translation are included in shareholders' equity separately as cumulative translation adjustments. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Material Changes in Results of Operations The Company reported no revenues for the three month or nine months ended September 30, 1998 or 1997. However, the Company had a foreign currency gain of $3,000 for the nine months ended September 30, 1997. The Company had no expenses for either the three months or nine months ended September 30, 1998 or 1997. The 1997 figures were adjusted to give retroactive effect to the Termination Agreement which ended the Company's affiliation with China Medical Development Ltd. retroactive to January 1, 1997. Although the Company has no assets or operations, the Company believes that it will be able to find a suitable candidate with which to merge or acquire. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 1. 27.1 Financial Data Schedule b) Reports on Form 8-K None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATURAL WAY TECHNOLOGIES, INC. Date: February 9, 2000 By: /s/ Yiu Yat On ----------------------------------- Yiu Yat On, President and Principal Executive Officer Date: February 9, 2000 By: /s/ Ma Ding Jie ----------------------------------- Ma Ding Jie, Treasurer and Principal Financial Officer