SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
October 31, 2000
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 number 000-30257
BY GEORGE HOLDINGS CORP.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 98-0136772
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2160 - 650 West Georgia Street, Vancouver, B.C., V6B 4N7
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(Address of principal executive offices (zip code))
604 687-1919
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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
Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at October 31, 2000
Common Stock, no par value 100
PART I -- FINANCIAL INFORMATION
Page 1
ITEM 1. FINANCIAL STATEMENTS
BY GEORGE HOLDINGS CORP.
(A Georgia Corporation)
(A development stage company)
Balance Sheet
(U.S. DOLLARS)
6 months ended Fiscal year
October 31, ended April 30,
2000 2000
(Unaudited)
Assets
Current assets
Cash and bank $ 356 $ 356
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Total Assets $ 356 $ 356
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Liabilities
Current liabilities
Accounts payable $ 2,931 $ 1,931
Due to affiliated companies 256 256
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Total Liabilities 3,187 2,187
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Shareholders' equity (deficit)
Share Capital
Authorized:
10,000 common shares with no par value
Issued and outstanding
100 common shares with no par
value at July 31, 2000 and
April 30, 2000 100 100
- ----------------------------------------------------------------------------
100 100
Accumulated Deficit (2,931) (1,931)
- ----------------------------------------------------------------------------
(2,831) (1,831)
- ----------------------------------------------------------------------------
$ 356 $ 356
- ----------------------------------------------------------------------------
CONTINUING OPERATIONS (NOTE 1)
Page 2
BY GEORGE HOLDING, CORP.
(A GEORGIA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS
(U.S. DOLLARS)
(UNAUDITED)
3 months 6 months 3 months 6 months
ended ended ended ended
July 31, October 31, July 31, October 31,
2000 2000 1999 1999
EXPENSES
Legal, accounting
and office $ - $ 1,000 $ 4,000 $ 4,000
----------- ----------- ------------ ----------- ----------
NET EARNINGS (LOSS)
FOR THE PERIOD $ - $ 1,000 $ (4,000) $
(4,000)
=================== =========== ============ =========== ==========
BASIC AND DILUTED
LOSS PER SHARE $ (0.00) $ (10.00) $ (40.00) $
(40.00)
- ------------------ ----------- ------------ ----------- ----------
WEIGHTED AVERAGE
SHARES OUTSTANDING 100 100 100 100
- -------------------- ----------- ------------ ----------- ----------
Page 3
BY GEORGE HOLDING, CORP.
(A GEORGIA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
(U.S. DOLLARS)
(UNAUDITED)
3 months 6 months 3 months 6 months
ended ended ended ended
July 31, October 31, July 31, October 31,
2000 2000 1999 1999
CASH PROVIDED BY
(USED IN)
OPERATIONS
Net Loss for period $ - $ (1,000) $ (4,000) $ (4,000)
------------------- ---------- ------------ ----------- -----------
- (1,000) (4,000) (4,000)
Net change in non-
cash working
capital balances
Accounts payable - 1,000 - -
--------------------- ---------- ------------ ----------- -----------
Net cash used in
operating activities - - (4,000) (4,000)
--------------------- ---------- ------------ ----------- -----------
CHANGE IN CASH FOR
PERIOD - - (4,000) (4,000)
CASH, BEGINNING OF
PERIOD 356 356 4,356 4,356
--------------------- ---------- ------------ ----------- -----------
CASH, END OF PERIOD $ 356 $ 356 $ 356 $ 356
=================== ========== ============= =========== ===========
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BY GEORGE HOLDINGS CORP.
(A Georgia Corporation)
(A development stage company)
Notes to Financial Statements
Period ended October 31, 2000
(U.S. DOLLARS)
1. Continuing operations
The Company was incorporated on April 23, 1992, as Kings Glen
Apartments of Georgia, in the state of Georgia, U.S.A. The company
changed its to By George Holdings Corp. on March 17, 2000.
The Company has negative working capital and a deficit. The ability for
the Company to continue as a going concern is dependent upon its ability
to obtain adequate financing to reach profitable levels of operations. It is
not possible to predict whether financing efforts will be successful or if the
Company will attain profitable levels of operations.
2. Summary of significant accounting policies
These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States and reflect the
following significant accounting principles:
a. Estimates and assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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 amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
b. Earnings (loss) per common share
In February, 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share (SFAS 128), which established
new standards for computing and presenting earnings per share effective
for fiscal years ending after December 15, 1997. With SFAS 128, primary
earnings per share is replaced by basic earnings per share, which is
computed by dividing income available to common shareholders by the
weighted average number of shares outstanding for the period. In
addition, SFAS 128 requires the presentation of diluted earnings per
share, which includes the potential dilution that could occur if dilutive
securities were exercised or converted into common stock. The
256: computation of diluted EPS does not assume the conversion or
exercise of securities if their effect is anti-dilutive. Common equivalent
shares consist of the common shares issuable upon the conversion of
the convertible loan notes and special warrants (using the if-converted
method) and incremental shares issuable upon the exercise of stock
options and share purchase warrants ( using the treasury stock method).
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c. Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks and
highly liquid investments with an original maturity of three months or less.
3. Related party transactions
The accounting and office expenses are paid to an affiliated company.
4. Income taxes
The Company has net operating losses which may give rise to future tax
benefits of approximately $1,931. To the extent not used, net operating loss
carryforwards expire in the year 2012. Income taxes are accounted for in
accordance with Statement of Financial Accounting Standards No.109 (SFAS 109).
Under this method, deferred income taxes are determined based on
differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year end, and are measured based on
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized. No provision for income taxes is included in the statement due
to its immaterial amount.
5. Subsequent events
Pursuant to an agreement dated February 6, 2001, Meridian Co. Ltd
("Meridian"), a Korean corporation, acquired all the outstanding shares of
common stock of By George Holding, Corp. from the shareholders in
exchange for 68,142 shares of common stock of Meridian and payment of
certain fees and expenses. Immediately following the acquisition of the
shares, ABR Meridian (Georgia) Inc, a Georgia corporation and wholly
owned subsidiary of Meridian merged with By George Holding, Corp. in a
transaction in which ABR Meridian (Georgia) Inc. becomes the surviving
corporation.
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files
with the Securities and Exchange Commission periodic and episodic reports
under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-
QSB and annual reports Form 10-KSB. As a reporting company under the
Exchange Act, the Company may register additional securities on Form S-8
(provided that it is then in compliance with the reporting requirements of the
Exchange Act) and on Form S-3 (provided that is has during the prior 12
month period timely filed all reports required under the Exchange Act).
The Company was formed to engage in a merger with or acquisition of
an unidentified foreign or domestic private company which desires to become
a reporting company whose securities have been registered under the
Exchange Act. The Company may be deemed to meet the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of 1933,
as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic
private companies.
These benefits are commonly thought to include
(1) the ability to use securities to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock
for which there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include
(1) a company for which a primary purpose of becoming a reporting
company is the use of its securities for the acquisition of
assets or businesses;
(2) a company which is unable to find an underwriter of its securities
or is unable to find an underwriter of securities on terms
acceptable to it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able obtain
investment capital on more favorable terms after it has become
a reporting company;
(5) a foreign company which may wish an initial entry into the
United States securities market;
Page 7
(6) a special situation company, such as a company seeking to satisfy
redemption requirements under a qualified Employee Stock Option
Plan; and,
(7) a company seeking one or more of the other benefits believed to
attach to a reporting company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety of private
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict with which private company, if any, the
Company will enter into a definitive agreement or what will be the industry,
operating history, revenues, future prospects or other characteristics of that
company.
Pursuant to an Agreement and Plan of Reorganization dated February
6, 2001, Meridian Co. Ltd. ("Meridian"), a Korean corporation acquired
all the outstanding shares of common stock of the Company, from the
shareholders thereof in an exchange of an aggregate of 68,142 shares of
common stock of Meridian and other consideration of payments of certain
fees and expenses (the *Acquisition*). Immediately following the
Acquisition, ABR Meridian (Georgia) Inc. (*Subco*), a Georgia
corporation and wholly-owned subsidiary of Meridian merged with the
Company (the *Merger*) in a transaction in which Subco becomes the
surviving corporation.
The Acquisition was approved by the unanimous consent of the Board
of Directors of the Company and its shareholders on February 6, 2001.
The Acquisition was effective on February 6, 2001. The Merger was
approved by unanimous consent of the respective Board of Directors of
Subco and Meridian on February 6, 2001. The Merger was effective on
February 12, 2001.
Upon effectiveness of the Acquisition and Merger, pursuant to Rule
12(g)-13(a) of the General Rules and Regulations of the Securities and
Exchange Commission (*SEC*), Meridian elected to become the successor
issuer to the Company for reporting purposes under the Securities
Exchange Act of 1934, as amended and elected to report under 1934 Act
effective February 12, 2001. The Company and Meridian filed a Form 8K
with the SEC on February 15, 2001 disclosing particulars of the Merger
and Acquisition and the business of Meridian.
Meridian anticipates that is will take the steps necessary to cause
its common stock to be admitted to quotation on the NASD OTC Bulletin
Board or, if it then meets the financial and other requirements thereof, on
the Nasdaq SmallCap Market, National Market System or regional or
national exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a
year in such program's date field. These programs were designed and
developed without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date. If not
corrected, many computer applications could fail or create erroneous
results by or following the year 2000 ("Year 2000 Problem"). Many of the
computer programs containing such date language problems have not been
corrected by the companies or governments operating such programs. The Company
does not have operations and does not maintain computer systems. However, it is
impossible to predict what computer programs will be effected, the impact
any such computer disruption will have on other industries or commerce
or the severity or duration of a computer disruption.
Page 8
Before the company enters into any business combination, it will
inquire as to the status of any target company's Year 2000 Problem, the steps
such target company has taken to correct any such problem and the probable
impact on such target company of any computer disruption. However, there can
be no assurance that the Company will not combine with a target company
that has an uncorrected Year 2000 Problem or that any such Year 2000
Problem corrections are sufficient. The extent of the Year 2000 Problem of a
target company may be impossible to ascertain and its impact on the
Company is impossible to predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Not applicable.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
_ SIGNATURES
Pursuant to the requirements 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.
BY GEORGE HOLDINGS CORP.
By: /s/ John MacKay
--------------------------------
John MacKay, President
Dated: February 22, 2001
Page 9