SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period March 31,2002 Commission file number 0-28927 Garden Bay International, Ltd. ---------------------------------------------- (Name of Small Business Issuer in its Charter) 77-513 Ashberry Court, Palm Desert, California, 92211 ---------------------------------------------- ---------- (Address of Principal Executive Offices) (ZIP Code) (760) 409-6749 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) Not applicable -------------------------------------------------------------- (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 [X] No [ ] --- --- There were 5,672,000 shares of Common stock outstanding as of May 1, 2002. Page 1 PART I Item 1. FINANCIAL STATEMENTS. Microsoft Word 10.0.3416;ARMANDO C. IBARRA CERTIFIED PUBLIC ACCOUNTANTS (A Professional Corporation) Armando C. Ibarra, C.P.A. Members of the California Society of Armando Ibarra, Jr., C.P.A. Certified Public Accountants To the Board of Directors of Garden Bay International, Ltd. (A Development Stage Company) INDEPENDENT ACCOUNTANT'S REPORT We have reviewed the accompanying balance sheets of Garden Bay International, Ltd. (A Development Stage Company) as of March 31, 2002 and December 31, 2001, and the related statements of operations, changes in stockholders' equity, and cash flows for the three months ended March 31, 2002 and 2001, 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 management of Garden Bay International, Ltd. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. - ---------------------------- Armando C. Ibarra, CPA-APC May 3, 2002 1 Page 3 GARDEN BAY INTERNATIONAL, LTD. (A Development Stage Company) Balance Sheets - ------------------------------------------------------------------------------ As of As of March 31, December 31, 2002 2001 ------------------ ------------------ ASSETS Current Assets Cash $ 143 $ (12) Inventory 0 0 ------------------ ------------------ Total Current Assets 143 (12) ------------------ ------------------ TOTAL ASSETS $ 143 $ (12) ================== ================== ================== ================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 1,190 $ 1,190 Loans payable 205 0 ------------------ ------------------ Total Current Liabilities 1,395 1,190 ------------------ ------------------ TOTAL LIABILITIES 1,395 1,190 Stockholders' Equity Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding) 0 0 Common stock ($.0001 par value, 80,000,000 shares authorized; 5,672,000 shares issued and outstanding) 568 568 Additional paid-in capital 42,657 42,657 Deficit accumulated during development stage (44,477) (44,427) ------------------ ------------------ Total Stockholders' Equity (1,252) (1,202) ------------------ ------------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 4 143 $ (12) ================== ================== See Notes to Financial Statements 2 Page 4 GARDEN BAY INTERNATIONAL, LTD. (A Development Stage Company) Statements of Operations - ----------------------------------------------------------------------- uly 20, 1998 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2002 2001 2002 ----------------- ---------------- ------------ Revenues Revenues $ 241 $ 0 $ 1,441 ----------------- ---------------- ------------ Total Revenues 241 0 1,441 General & Administrative Expenses 291 24 45,918 ----------------- ---------------- ------------ Total General & Administrative Expenses 291 24 45,918 ----------------- ---------------- ------------ Net Loss $ (50) $ (24) $ (44,477) ================= ================ ============ Basic loss per share $ (0.00) $ (0.00) ================= ================ Weighted average number of common shares outstanding 5,672,000 5,437,000 ================= ================ See Notes to Financial Statements 3 Page 5 GARDEN BAY INTERNATIONAL, LTD. (A Development Stage Company) Statement of Changes in Stockholders' Equity From July 20, 1998 (inception) through March 31, 2002 - ------------------------------------------------------------------------------ Deficit Common Common Additional Accumulated Shares Stock Paid-in During Total Amount Capital Development Stage - ---------------------------------------------------------------------------------------------------------------------------- Issued for cash on July 20, 1998 5,000,000 $ 500 $ 500 $ 0 $ 1,000 Net loss, July 20, 1998 (inception) to December 31, 1998 (25) (25) - ---------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1998 5,000,000 500 500 (25) 975 ============================================================================================================================ Issued from sale of private placement (Note #1) March 25, 1999 187,000 19 18,681 0 18,700 Net loss, January 1, 1999 through December 31, 1999 (9,392) (9,392) - ---------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 5,187,000 519 19,181 (9,417) 10,283 ============================================================================================================================ Common Stock issued November 11, 2000 @ $0.0001 per share 0 0 25 250,000 25 Net loss, January 1, 2000 through December 31, 2000 (10,045) (10,045) - ---------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 2000 5,437,000 19,181 (19,462) 544 263 ============================================================================================================================ Common Stock issued May 14, 2001 @ $0.10 per share 11,738 0 11,750 117,500 12 Common Stock issued May 18, 2001 @ $0.10 per share 11,738 0 11,750 117,500 12 Net loss, January 1, 2001 through December 31, 2001 (24,965) (24,965) - ---------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 2001 5,672,000 42,657 (44,427) (1,202) 568 ============================================================================================================================ Net loss, January 1, 2002 through March 31, 2002 (50) (50) - ---------------------------------------------------------------------------------------------------------------------------- Balance, March 31, 2002 5,672,000 $ 568 $ 42,657 $ (44,477) $ (1,252) ============================================================================================================================ See Notes to Financial Statements 4 Page 6 GARDEN BAY INTERNATIONAL, LTD. (A Development Stage Company) Statements of Cash Flows - ----------------------------------------------------------------------- July 20, 1998 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2002 2001 2002 ------------------- -------------------- --------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (50) $ (24) $ (44,477) Amortization 0 0 306 (Increase) in organization costs 0 0 (306) Increase in accounts payable 0 0 1,190 Increase in loans payable 205 0 205 ------------------- -------------------- --------------------- Net cash provided / (used) by operating 155 (24) (43,082) activities CASH FLOWS FROM INVESTING ACTIVITIES Net cash provided by investing activities 0 0 0 CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash 0 0 42,225 ------------------- -------------------- --------------------- Net cash provided by financing activities 0 0 42,225 ------------------- -------------------- --------------------- Net increase / (decrease) in cash 155 (24) (857) Cash at beginning of period (12) 44 1,000 ------------------- -------------------- --------------------- Cash at end of period $ 143 $ 20 $ 143 =================== ==================== ===================== See Notes to Financial Statements 5 Page 7 Microsoft Word 10.0.3416;GARDEN BAY INTERNATIONAL, LTD. (A Development Stage Company) Notes to Financial Statements As of March 31, 2002 NOTE 1. HISTORY AND ORGANIZATION OF THE COMPANY The Company was organized July 20, 1998, under the laws of the state of Delaware, as Garden Bay International, Ltd. The Company has no significant revenues and no material operations and in accordance with SFAS # 7, the Company is considered a development stage company. On July 20, 1998, the Company issued 5,000,000 shares of its common stock at $0.0001 per share for cash valued at $500. On March 25, 1999, the Company completed a public offering that was offered without registration under the securities Act of 1933, as amended (The "Act"), in reliance upon the exemption from registration afforded by sections 4(2) and 3(b) of Securities Act and Regulation D promulgated thereunder. The Company sold 187,000 shares of common stock at a price of $ 0.10 per share for a total amount raised of $ 18,700.00. On May 14, 2001, the Company issued 117,000 shares of its common stock at $0.10 per share for cash valued at $ 11,750. On May 18, 2001, the Company issued 117,000 shares of its common stock at $0.10 per share for cash valued at $ 11,750. As of March 31, 2002 the Company had 5,672,000 shares of common stock outstanding. NOTE 2. ACCOUNTING POLICIES AND PROCEDURES a. Basis of Accounting The Company uses the accrual method of accounting. b. Basic Loss Per Share In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception). Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. 6 Page 8 NOTE 2. ACCOUNTING POLICIES AND PROCEDURES (CONTINUED) c. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. d. Inventory Inventory is valued at the lower cost or market. e. 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. f. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. NOTE 3. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock or preferred stock. NOTE 4. GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through the sale of its securities through private placements. 7 Page 9 NOTE 5. RELATED PARTY TRANSACTION The Company neither owns, nor leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity become available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for resolution of such conflicts. NOTE 6. INCOME TAXES As of March As of March 31, 2002 31, 2001 -------------------- ------------------ -------------------- ------------------ Deferred tax assets: Net operating loss carryforwards $ 6,672 $ 1,507 -------------------- ------------------ Other -0- -0- Valuation allowance (6,672) (1,507) -------------------- ------------------ Net deferred tax assets $ -0- $ -0- ==================== ================== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. SCHEDULE OF NET OPERATING LOSSES 1998 Net Operating Loss $ (25) 1999 Net Operating Loss (9,392) 2000 Net Operating Loss (10,045) 2001 Net Operating Loss (24,965) 2002 Net Operating Loss (1st. Qtr.) (50) ----------------- ----------------- Net Operating Loss $ (44,477) ================= As of March 31, 2002 the Company has a net operating loss carryforward of approximately $ 44,477, which will expire twenty years from the date the loss was incurred. 8 Page 10 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. Certain Forward-Looking Information Information provided in this Form 10QSB may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing g needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward- looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. COMPARISON OF QUARTER ENDED MARCH 31, 2002 WITH QUARTER ENDED MARCH 31, 2001 Revenues for the quarter ended March 31, 2002 were $214 as compared with $0 in 2001. General & Administrative Expenses for the quarter ended March 31,were $291 in 2002 and $24. in 2001. Net loss in the quarter ended March 31,2002 was $50 as against $24 in 2001. The Company had Total Assets of $143 at March 31, 2002 as compared to $(12) at March 31, 2001. The Business Plan for the Company over the next twelve months is to design and manufacture sets of distinctive, hand-painted ceramic dinnerware in four designs approved by the company and to implement a wholesale sales group to distribute the Company's products for placement to retail outlets. The Company plans to implement a merchandising strategy that will seek out other hand- designed products by artisans world-wide for distribution. The Company plans initially to have its products shipped directly from the vendor to the wholesale suppliers and distributors and later, as the need arises, to rent a small order fulfillment and distribution facility. The shipment of products directly from vendors to the suppliers or directly to the stores reduces the level of the lead-time required to receive the products. Financing will be arranged as required during this period. The Company will require a down payment on all orders sufficient to defray the cost of the production. The Company has plans to raise the additional capital by the sale of its securities in a private placement. There can be no assurance that this offering can be accomplished at prices satisfactory to the Company, if at all. Page 11 The Company anticipates that a small 150 - 250 square feet warehouse space will be adequate to carry on the operation over the next year of business. Sales will be established through wholesale suppliers and distributors. It is anticipated that sales will grow in an orderly fashion over the next year. An Internet web site for sales, information and trades has been created (Gardenbaydishes.com) to market the inventory online and to gather a larger sales population. A catalog for retail consumers has been prepared and is being distributed. The Company has contacted suppliers in Tijuanna and Rosarito Mexico and is inspecting new designs in order to increase the inventory. A wholesaler, Heather Hooper Wholesale, in Solana Beach, CA plans to distribute the products in the San Diego California area as soon as catalogs are published.. RISK FACTORS 1. Limited History of Operations. The Company was organized on July 20, 1998 and has had limited operations to date. Therefore its operations are subject to all of the risks inherent in new business enterprises. The likelihood of the success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the start up of new businesses and the competitive environment in which the Company will operate. The Company has had no significant revenues to date. 2. Time lapse to Operational Stage of the Company Operations therefore will depend upon the continued availability of investment capital to fully fund subsequent Projects. If operating revenues are insufficient to continue the Company's operations, additional funds would have to be raised through equity or debt financing. The Company has no commitments for any additional debt or equity financing and there can be no assurance that any such commitments will be obtained on favorable terms, if at all. 3. Competition. The Company will operate in a highly competitive enviromemt. The Company will compete with retailers which have a history and experience the company does not have. 4. Dependence on Management. Because the Company is a new business and has no significant operating history, it will be heavily dependent upon the services and experiences of its officers. The loss of the service of any officer could adversely affect the conduct of the Company's business. 5. Industry and Economic Factors. The industry in which the Company expects to operate is subject to constant changes based upon changes in public taste as well as the condition of the general economy. Factors beyond the control of the Company or those on whom it intends to rely could cause the Company to fail. 6. Control of the Company. The Officers, Directors and Principal Shareholder Group own more than 50% of the Common Shares of the Company. Therefore, the Control Group will either control or significantly influence a voting control of the Company. Pursuant to the laws of Delaware, a majority of all shareholders entitled to vote an any regularly called shareholders meeting, may Page 12 act, as a majority, without notice or meeting, giving notice to other shareholders only after such action may have been taken. While there are some limits upon this right of the majority, Investors should understand that Management commands a voting majority in control of the Company. 7. Dividends. The Company has paid no dividends on its Common Shares since its inception. The Company does not anticipate paying any dividends on its Common Stock until and unless such profit is realized and may not pay out any dividends thereafter. 8. Potential Conflicts of Interest. The officers and directors may be associated with other firms, including others with material contractual relationships with this Issuer, and may become involved in a range of business activities. Due to these affiliations and the fact that some officers are expected to devote only a portion of their time to the business of the Company, there are potential inherent conflicts of interest in their acting as directors and as officers. Each of the officers and directors is or may become an officer, director, controlling shareholder, partner or participant in other entities engaged in a variety of businesses. These existing and potential conflicts of interest are irreconcilable and could involve the participating officers and directors in litigation brought by the Company's shareholders or by the shareholders of other entities with which the officers and directors are currently, or may become, affiliated. To help alleviate this position somewhat, Management has adopted a policy of full disclosure with respect to business transactions with any entity in which any or all of the officers or directors are affiliated, either directly or indirectly. An officer or director may continue any business activity in which such officer or director engaged prior to joining the Company. 9. Going Concern. As of March 30, 2002 the Company had a negative stockholders' Equity of $(1,252). The auditors have raised a "going concern" question on the audit for the year ended December 31, 2001. The Company's auditors also raised a going concern question on the reviewed financial statements for the quarter ended March 31, 2002. Page 13 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) (2) Filed by reference; Form 10-SB filed February 23, 2000. (3) Filed by reference; Form 10-SB filed February 23, 2000. (11) Statement re: Computation of per share earnings. (b) There were no reports filed on Form 8-K SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this disclosure statement to be signed on its behalf by the undersigned, thereunto duly authorized. GARDEN BAY INTERNATIONAL, LTD. Dated: 5/15/2002 ROBERT BERK - ----------------- ROBERT BERK President Page 14