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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to _____
Commission file number: 333-95549
Golden Sand Eco-Protection, Inc.
---------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0974212
------- ----------
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
2531 S.E. 14th Street, Pompano Beach, Florida 33062
---------------------------------------------------
(Address of principal executive office)
(954) 782-4547
--------------
(Issuer's telephone number)
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. [ X]Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 19, 2004, we had 8,270,000 shares of our common stock issued and
outstanding.
Transitional Small Business Disclosure Format (Check one): [ ]Yes [ X ] No
INDEX TO FORM 10-QSB/A
----------------------
Page No.
--------
PART I
- ------
Item 1. Financial Statements
Balance Sheet (Unaudited) - June 30, 2003 2
Statements of Operations (Unaudited) - Three and
Six Months Ended June 30, 2003 and 2002 3
Statements of Cash Flows (Unaudited) - Six Months
Ended June 30, 2003 and 2002 4
Notes to Financial Statements (Unaudited) 5-6
Item 2. Management's Discussion and Analysis or Plan
of Operations 7-8
Item 3. Controls and Procedures 9
PART II
- -------
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
GOLDEN SAND ECO-PROTECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
JUNE 30, 2003
==============================================================================
ASSETS
------
CURRENT ASSETS
- --------------
Cash $ 142
Deferred tax asset, less valuation allowance of $21,684 -
--------
TOTAL ASSETS $ 142
========
LIABILITIES AND DEFICIENCY IN ASSETS
------------------------------------
LIABILITIES
- -----------
Accounts payable and accrued expenses $ 1,461
DEFICIENCY IN ASSETS
- --------------------
Preferred stock ($.001 par value, 10,000,000 shares authorized:
none issued and outstanding) -
Common stock ($.001 par value, 200,000,000 shares authorized:
8,270,000 issued and outstanding) 8,270
Additional paid-in-capital 96,188
Deficit accumulated during the development stage (105,777)
--------
TOTAL DEFICIENCY IN ASSETS (1,319)
--------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 142
========
See accompanying notes to the financial statements.
2
GOLDEN SAND ECO-PROTECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
===============================================================================
Cumulative to
Three months Six months date since
ended June 30 ended June 30 inception
2003 2002 2003 2002
------ ------ ------ ------ ---------
OPERATING EXPENSES:
- -------------------
Professional and
consulting fees. . . . . . . $4,455 $3,522 $4,830 $7,019 $100,474
Interest expense. . . . . . . - 750 350 1,502 4,222
General and administrative. . . 30 195 105 240 1,081
------ ------ ------ ------ ---------
TOTAL EXPENSES. . . . . . . . 4,485 4,467 5,285 8,761 105,777
------ ------ ------ ------ ---------
LOSS BEFORE INCOME TAXES. . (4,485) (4,467) (5,285) (8,761) (105,777)
INCOME TAX (PROVISION)
BENEFIT. . . . . . . . . . - - - - -
------ ------ ------ ------ ---------
NET LOSS . . . . .$(4,485) $(4,467) $(5,285) $(8,761) $(105,777)
====== ====== ====== ====== =========
Net loss per common share,
basic and fully diluted . . . $ ** $ ** $ ** $ ** $ (0.01)
====== ====== ====== ====== =========
Weighted average common
shares outstanding. . . .8,210,000 8,116,000 8,185,000 8,116,000 8,089,000
** Less than $.01
See accompanying notes to the financial statements.
3
GOLDEN SAND ECO-PROTECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
===============================================================================
Cumulative to
date since
2003 2002 inception
-------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net loss $ (5,285) $ (8,761) $(105,777)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Common stock issued
for services 3,080 - 56,680
Increase (decrease) in operating liabilities:
Accounts payable and
accrued expenses (7,950) 1,385 1,461
-------- -------- ---------
NET CASH USED IN OPERATING
ACTIVITIES (10,155) (7,376) (47,636)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Proceeds from sales of common stock - - 1,350
Contribution of officer 9,200 - 9,200
Proceeds from note payable to officer 1,074 7,380 37,228
-------- -------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,274 7,380 47,778
-------- -------- ---------
NET INCREASE IN CASH 119 4 142
Cash, beginning of period 23 74 -
-------- -------- ---------
Cash, end of period $ 142 $ 78 $ 142
======== ======== =========
SUPPLEMENTAL DISCLOSURES:
- -------------------------
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
- ------------------------------
Common stock issued for services $ 3,080 $ - $ 56,680
======== ======== =========
Advance contributed to capital
by officer $ 37,228 $ - $ 37,228
======== ======== =========
See accompanying notes to the financial statements.
4
GOLDEN SAND ECO-PROTECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity - Golden Sand Eco-Protection, Inc. ("the Company"), a
development stage company, is a Florida corporation formed in December 1999,
primarily to provide memorial products and services through the Internet.
Unaudited Financial Statements - The unaudited financial statements as of and
for the three and six months ended June 30, 2003 and 2002, have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended June 30, 2003, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the dated financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
Income Taxes - The Company follows Statement of Financial Accounting Standards
No. 109 (FAS 109), "Accounting for Income Taxes". FAS 109 is an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of the difference in events
that have been recognized in the Company's financial statements compared to the
tax returns.
Basic and Fully Diluted Net Loss Per Common Share - The Company follows the
provisions of FASB Statement No. 128 (SFAS No. 128), "Earnings Per Share". SFAS
No. 128 requires companies to present basic earnings per share (EPS) and diluted
EPS, instead of primary and fully diluted EPS presentations that were formerly
required by Accounting Principles Board Opinion No. 15, "Earnings Per Share".
Basic EPS is computed by dividing net income or loss by the weighted average
number of common shares outstanding during each year.
Development Stage Company - The Company has been devoting its efforts to
activities such as raising capital, establishing sources of information, and
developing markets for its planned operations. The Company has not yet generated
any revenues and, as such, it is considered a development stage company.
5
NOTE 2. RELATED PARTY TRANSACTIONS
The note payable to officer was a loan from Mr. Charles Scheuerman in the amount
of $37,255 which included accrued interest of approximately $3,067. The note was
exchanged by Mr. Scheuerman during the second quarter pursuant to an agreement
with Saundra Sharpe, the former President whereby Ms. Sharpe transferred her
3,800,000 common shares to Mr. Scheuerman. Also pursuant to the transaction, Mr.
Scheuerman paid the Company's current accounts payable of $9,200. Ms. Sharpe
resigned her officer and directorship positions.
NOTE 3. INCOME TAXES
At June 30, 2003, the Company had a net operating loss carryforward of
approximately $100,000. This loss may be carried forward to offset federal
income taxes in various future years through year 2022. Subsequent to year-end,
there was a significant ownership change in the Company as defined in Section
382 of the Internal Revenue Code. As a result of these changes, the Company's
ability to utilize net operating losses available before the ownership change is
restricted to a percentage of the market value of the Company at the time of the
ownership change. Therefore, substantial net operating loss carryforwards will,
in all likelihood, be reduced or eliminated in future years due to the change in
ownership.
SFAS No. 109 provides for the recognition and measurement of deferred income tax
benefits based on the likelihood of their realization in future years. A
valuation allowance must be established to reduce deferred income tax benefits
if it is more likely than not that, a portion of the deferred income tax
benefits will not be realized. It is management's opinion that the entire
deferred tax benefit of $21,684 resulting from the net operating loss
carryforward may not be recognized in future years. Therefore, a valuation
allowance equal to the deferred tax benefit of $21,684 has been established,
resulting in no deferred tax benefits as of the balance sheet date.
NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS
As reflected in the accompanying financial statements, the Company incurred net
losses of $5,285 for the six months ended June 30, 2003, and has an accumulated
deficit of $105,777. As a result, the Company has a negative working capital and
a deficiency in assets. The ability of the Company to continue as a going
concern is dependent upon its ability to obtain financing and achieve profitable
operations. The Company anticipates meeting its cash requirements through the
financial support of its management until such time as it begins operations. The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company has its executive offices in the residence of its Chairman. The
Company occupies approximately 150 square feet, free of charge.
The Company was informed that an action may have been filed in District Court
against another company and that the Company may have been listed as a party
under its former name, HeavenExpress.Com, Inc. The Company believes the action
may have been filed on November 14, 2003, but that at no time since that date,
has the Company been served with process nor to its knowledge has any effort
been made to serve it with process. Pursuant to Federal Rule of Civil Procedure
4(m), since March 16, 2004, more than 120 days has passed since the filing of
this action without the plaintiff ever attempting to serve the Company, the
action is subject to being dismissed, and there has not been any effort by the
plaintiff to seek to extend the time period within which to serve the Company.
In light of the foregoing, this action does not appear to constitute pending or
threatened legal action against the Company at this point.
NOTE 6. COMMON STOCK ISSUANCES
During the quarter, the Company issued 154,000 shares of common stock for
consulting services. The shares were valued at $.02 per share, or $3,080.
6
ITEM 2. Management's Discussion and Analysis or Plan Of Operation
Forward-Looking Statements
This report on Form 10-QSB/A contains forward-looking statements. The words or
phrases "would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements."
Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including: (a) lack of demand for our products and services being purchased via
the Internet; (b) competitive products and pricing; (c) limited or no amount of
resources devoted to advertising; (d) limited amount of time our management
devotes to our business; (e) the absence of management experience in the
memorial business or in Internet marketing; (f) if we fail to obtain financing
to conduct our plan of operations, we may be unable to continue in business; (g)
because our former President, Ms. Sharpe, is recovering from a brain related
operation, our Plan of Operations has experienced substantial delays; (h)
absence of any contracts or arrangements with third party supplies or
manufacturers; and (i) the plan of exchange with Guangdong Golden Sand & Green
Land Ecology and Environment Protection Development Co., Ltd. that was likely to
Cause significant revision in our business plan during the third quarter.
Statements made herein are as of the date of the filing of this Form 10-QSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
Our operations from our inception to June 30, 2003. We were incorporated on
December 9, 1999. Since our inception through June 30, 2003, we have no revenues
and we have an accumulated deficit of $105,777. Our business plan currently
consists of an online memoriam which offers products and services to those who
are seeking to plan funeral services. Our site offers catalogs for caskets,
monuments, markers, urns, flowers and burial sites. We also offer a service of a
jazz band to play at memorial services.
Since our inception to June 30, 2003, we have accomplished the following:
- - Developed our business plan;
- - Raised Capital - We raised $1,350 for our operations through the sale of
private placement securities;
- - Appointment of Board Members - We appointed Charles Scheuerman as a second
member of our Board of Directors;
- - Obtained our website address - We obtained the address of
www.heavenexpress.com
- - Development of a website - We developed our website content;
- - Graphics - We designed the graphics for our website; and
- - Website Designers - We hired Sensory Design Group, Inc. who created our
website;
- - Our website became operational on May 21, 2000.
Our Future Plan of Operations. Our plan of operations regarding our online
funeral business is uncertain. As discussed in Item 5, we had enacted a plan of
exchange with Guangdong Golden Sand & Green Land Ecology and Environment
Protection Development, Ltd., a company formed according to the laws of the
People's Republic of China. As indicated in our filings with the Securities and
Exchange Commission, our name was changed to Golden Sand Eco-Protection, Inc.
This plan of exchange would also have resulted in a change of control in our
company. During this reorganization, we are re-evaluating our business and will
likely have significant impact for our future business plans. The following
information regarding our funeral business should be read in light of these
circumstances.
7
Net loss for the period. Our net loss for the three months ended June 30, 2003
was $4,485. Our net loss for the six months ended June 30, 2003 was $5,285. Our
net loss for both periods consisted primarily of $3,080 in expenses related to
common stock issued for services. There were 154,000 common shares issued for
consulting services during the period that were valued at the then current bid
price, or $.02 per share.
Liquidity and Capital Resources. As of June 30, 2003, we had limited cash
capital resources of only $142. Our current business plan includes the following
estimated capital expenditures of $32,000 over the next twelve months: $10,000
for advertising; $2,500 to establish new sources of revenue; $1,500 to improve
the content of our website; $600 for paying our server over the next twelve
months; $5,000 to upgrade our website and $12,000 for working capital.
Our existing cash is insufficient to fund our operations. Moreover, we have
incurred accumulated net losses of $105,777 since our inception to June 30,
2003. As a result, we have a negative working capital and a deficiency in
assets. Our ability to continue as a going concern is dependent upon our ability
to obtain financing and achieve profitable operations. If our revenues are
insufficient to meet our needs, our Officers or Directors may loan us funds to
conduct our operations; however, we have no agreement with our
Officers/Directors to do so and they are under no obligation to loan us funds.
Moreover, there are no assurances that our Officers/Directors will have
sufficient funds to make these loans. Accordingly, there are no assurances that
we will receive loans from our Officers/Directors. We have no compensation
agreements to our Officers/Directors in connection with any loans that either
may provide to us. If our Officers/Directors is unable or unwilling to make
loans to us necessary to implement our continuing plan of operations, we will
need additional financing through traditional bank financing or a debt or equity
offering; however, because we are a development stage company with little
operating history and a poor financial condition, we may be unsuccessful in
obtaining such financing or the amount of the financing may be minimal and
therefore inadequate to implement our continuing plan of operations.
Accordingly, there can be no assurance that we will be able to obtain financing
on satisfactory terms or at all, or raise funds through a debt or equity
offering. In addition, if we only have nominal funds by which to conduct our
operations, we may have to curtail advertising or be unable to conduct any
advertising, both of which will negatively impact development of our company
name and reputation.
8
ITEM 3. Controls and Procedures
- --------
(a) On June 30, 2003, we made an evaluation of our disclosure controls and
procedures. In our opinion, the disclosure controls and procedures are
adequate because the systems of controls and procedures are designed to
assure, among other items, that 1) recorded transactions are valid; 2)
valid transactions are recorded; and 3) transactions are recorded in the
proper period in a timely manner to produce financial statements which
present fairly the financial condition, results of operations and cash
flows for the respective periods being presented. Moreover, the evaluation
did not reveal any significant deficiencies or material weaknesses in our
disclosure controls and procedures.
(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was informed that an action may have been filed in District Court
against another company and that the Company may have been listed as a party
under its former name, HeavenExpress.Com, Inc. The Company believes the action
may have been filed on November 14, 2003, but that at no time since that date,
has the Company been served with process nor to its knowledge has any effort
been made to serve it with process. Pursuant to Federal Rule of Civil Procedure
4(m), since March 16, 2004, more than 120 days has passed since the filing of
this action without the plaintiff ever attempting to serve the Company, the
action is subject to being dismissed, and there has not been any effort by the
plaintiff to seek to extend the time period within which to serve the Company.
In light of the foregoing, this action does not appear to constitute pending or
threatened legal action against the Company at this point.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company issued 154,000 shares of common stock for consulting services during
the period. The shares were valued at $.02 per share, or $3,080, which was the
market price at the time of issuance.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
9
ITEM 5. OTHER INFORMATION
On June 26, 2003, our Company entered into a Plan of Exchange, (the "Plan of
Exchange") with Guangdong Golden Sand & Green Land Ecology And Environment
Protection Development Co., Ltd., a corporation organized under the laws of the
People's Republic of China ("Golden Sand"), this was also amended by a First
Amended Plan of Exchange, dated July 31, 2003 (the "First Amended Plan of
Exchange"), pursuant to which the Company will acquire Golden Sand in an
exchange transaction, Golden Sand will become a subsidiary of the Registrant,
and the shareholders of Golden Sand will acquire control of the Registrant. Also
pursuant to the transaction, Mr. Scheuerman resigned as President and the
Company elected two new officers from the Golden Sand management team - Mr. Shu
Yang, President and Mr. Kwan Kim Lun, Chief Executive Officer. Additional
information is available in our Form 8-K and other filings with the Securities
and Exchange Commission.
The Company performed all necessary tasks to facilitate the merger transaction.
However, Golden Sand defaulted on the terms contained in the Plan of Exchange.
As such, the merger agreement was terminated and the Company will no longer
engage in any transaction with Golden Sand or its shareholders. Mr. Charles
Scheuerman will once again maintain the office of President of our Company.
Additional information can be found in Form 8-K filed on or about November 19,
2003 with the Securities and Exchange Commission.
As of February 23, 2004, Charles Scheuerman, a majority shareholder, officer and
director of Golden Sand Eco-Protection, Inc., sold 7,550,000 shares of common
stock of the Company to Yellow Jacket Investments Limited ("Purchaser"), a
British Virgin Islands corporation pursuant to the Share Purchase Agreement,
dated as of February 18, 2004, by and among Charles Scheuerman, the Company and
the Purchaser (the "Closing"). As a result of the stock sale, the Purchaser
became our majority shareholder, holding approximately 91% of our common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3.1 Articles of Incorporation*
3.2 Amendment to Articles of Incorporation**
3.2 Bylaws*
4.0 Share Certificate*
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) ***
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. ***
* Filed by the Company as exhibits to its Registration Statement on Form SB-2
filed with the Commission on January 27, 2000.
** Filed by the Company as exhibits to its Report on 8-K filed on February 22,
2002.
*** Filed herewith.
Reports on Form 8-K.
A Form 8-K was filed on or about June 26, 2003 to disclose the Plan of Exchange
with Guangdong Golden Sand & Green Land Ecology And Environment Protection
Development Co., Ltd.
A Form 8-K was filed on or about November 19, 2003 to disclose the termination
of the plan of exchange with Guangdong Golden Sand & Green Land Ecology And
Environment Protection Development Co., Ltd. and the re-appointment of Charles
Scheuerman as President of our Company.
A Form 8-K was filed on or about August 14, 2003 to discuss the prior
transaction between Mr. Charles Scheuerman and Ms. Saundra Sharpe, both officers
of Company, whereby Mr. Scheuerman acquired Ms. Sharpe's common shares in our
Company and Ms. Sharpe resigned her officer and directorship positions.
A Form 8-K was filed on or about March 2, 2004, reflecting a change in the
Company's Auditors effective February 27, 2004.
We hereby incorporate the following documents by reference in this Registration
Statement:
a) Our Form SB-2 Registration Statement filed on May 3, 2001. b) Our Report on
Form 8-K filed with the Commission on February 22, 2002
reporting a forward stock split of our common stock at a ratio of four (4)
shares for every one (1) share held. The forward split became effective on
February 22, 2002.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Golden Sand Eco-Protection, Inc.
- -----------------------
(Registrant) Date: March 24, 2004
By: /s/ Charles Scheuerman
- --------------------------
Charles Scheuerman, President & Chairman