10-Q 1 gcpi-10q_03312001.txt QUARTERLY REPORT U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: March 31, 2001 Commission file no.: 0-25657 GENERAL CONSUMER PRODUCTS, INC. --------------------------------- (Name of Small Business Issuer in its Charter) FLORIDA 65-0877741 ------------------------------------------ ---------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 Lakeview Avenue, Suite 160 West Palm Beach, FL 33401 33401 ------------------------------------------ ---------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (561) 832-5705 Securities registered under Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None ----------------------------------- ---------------------------- Securities registered under Section 12(g) of the Act: Common Stock, $.0001 par value per share -------------------------------------------------------- (Title of class) Copies of Communications Sent to: Donald F. Mintmire Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696 - Fax: (561) 659-5371 Indicate by 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 ---- ---- As of March 31, 2001, there are 2,100,000 shares of voting stock of the registrant issued and outstanding. PART I Item 1. Financial Statements GENERAL CONSUMER PRODUCTS, INC. TABLE OF CONTENTS Page Balance Sheet F-2 Statement of Operations and Deficit Accumulated During the Development Stage F-3 Statement of Cash Flows F-4 Statement of Changes in Stockholders' Equity F-5 Notes to Financial Statements F-6 F-1

The accompanying notes are an integral part of the financial statements F-2

The accompanying notes are an integral part of the financial statements F-3

The accompanying notes are an integral part of the financial statements F-4

The accompanying notes are an integral part of the financial statements F-5 General Consumer Products, Inc. Notes to Financial Statements Note A - Summary of Significant Accounting Policies: Organization General Consumer Products, Inc. (a development stage company) is a Florida Corporation organized October 17, 1994 to operate a retail shoe and foot products company. The Company failed in its attempt to implement its initial business plan and during December 1995 abandoned its efforts. The Company had no operations for the period prior to December 1995. The Company was inactive from December 1995 to the date of reinstatement by the State of Florida on December 1, 1998. The Company has a new business plan, which was adopted on or about December 1, 1998, which is to engage in seeking potential operating businesses and business opportunities with the intent to acquire or merge with such businesses. The assets of the Company will be used for its expenses of operation to implement this plan. The Company is actively pursuing a merger partner at the present time. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company initially elected a September 30 year end. On May 22, 2000 the Company changed its year end to December 31. Change of Name The Company originally known as Shoe Krazy, Inc. has had several name changes. The Company changed its name to Diversified Products Inspection, Inc. on May 19, 2000 and to General Consumer Products, Inc. on March 5, 2001. Start - Up Costs Start - up and organization costs are being expensed as incurred. Loss Per Share The computation of loss per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Note B - Stockholders' Equity: On November 1, 1994, the Company issued 600,000 shares of common stock, in lieu of cash, for the fair market value of services rendered by its initial officer - stockholder. On or about December 1, 1998, third parties purchased the shares from the initial officer - stockholder. The same third parties purchased at $0.05 per share, 1,000,000 shares of the common stock of the Company in a private placement pursuant to Regulation D of the SEC. On or about December 1, 1998, the Company issued 500,000 shares of its common stock to its sole officer in exchange for services valued at $12,500. F-6 General Consumer Products, Inc. Notes to Financial Statements Note B - Stockholders' Equity (Cont'd): At March 31, 2001, the Company had authorized 50,000,000 shares of $.0001 par value common stock and had 2,100,000 shares of common stock issued and outstanding. In addition, the Company authorized 10,000,000 shares of preferred stock with the specific terms; conditions, limitations and preferences to be determined by the Board of Directors. None of the preferred stock is issued and outstanding. Note C - Stock Exchange Agreement: A reverse acquisition was previously reported on Form 8K on March 21, 2000, which described the terms and conditions of a Stock Exchange Agreement dated March 13, 2000 between the Company and Diversified Product Investigations, Inc., f/k/a Diversified Products Inspections, Inc. a Florida corporation (DPI), which provided for the exchange of one hundred percent (100%) of the issued and outstanding stock of DPI for shares of the Company, such that DPI would become a wholly-owned subsidiary of the Company. DPI and the Company have agreed that there was a failure of consideration on the part of one (1) or both of the parties to the Agreement. DPI and the Company have agreed that it is in the best interest of both parties to void, cancel and terminate the Agreement ab initio and to release any claims DPI has against the Company as well as any claims that the Company has against DPI in consideration of such release. Note D - Income Taxes: The Company has a net operating loss carry forward of $63,500 that may be offset against future taxable income. If not used, the carry forward will expire in 2020. The amount recorded as deferred tax assets, cumulative as of March 31, 2001 is $12,000, which represents the amounts of tax benefits of loss carry-forwards. The Company has established a valuation allowance for this deferred tax asset of $12,000, as the Company has no history of profitable operations. Note E - Going Concern: The Company's financial statements are prepared using generally accepted accounting principles applied to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses from its inception through March 31, 2001. It has not established revenues sufficient to cover operating costs and to allow it to continue as a going concern. Currently management is committed to obtain additional capital. F-7 Item 2. Management's Discussion and Analysis or Plan of Operation The Company is considered a development stage company with limited assets or capital, and with no operations or income since approximately 1995. The costs and expenses associated with the preparation and filing of this statement and other operations of the Company have been paid for by a shareholder, specifically Rodney Delaney Ford. The payments are not a loan to the Company and will not be repaid to the contributor. It is anticipated that the Company will require only nominal capital to maintain the corporate viability of the Company and any additional needed funds will most likely be provided by the Company's existing shareholders or its officers and directors in the immediate future. Mr. Ford has agreed to pay future costs associated with filing reports under the 34 Act until business develops or a merger candidate is located.. There is no cap or ceiling on the expenses Mr. Ford has agreed to pay. Only nominal capital will be required to maintain the corporate viability of the company and any needed funds will be provided by existing shareholders until business develops or a merger candidate is acquired. Management is convinced that it will be able to operate in this manner during the next twelve months or longer. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a going concern. Since its inception, the Company has conducted minimal business operations except for organizational and capital raising activities. The Company has not realized any revenues since its inception due to the fact that its executive Mr. Ford has been primarily engaged in organizational and promotional activities on behalf of the Company. As a result, from inception (December 1, 1998) through March 31, 2001, the Company had $0.00 revenue. Total Company operations and operating expenses as of March 31, 2001 were $198. Financial Condition, Capital Resources and Liquidity At March 31, 2001, the Company had assets totaling $0.00 and an accumulated deficit of ($63,500) attributable to accrued legal expenses, organization expenses and professional fees. Since the Company's inception, it has received $50,000.00 in cash contributed as consideration for the issuance of shares of Common Stock. Net Operating Losses The Company has net operating loss carry-forwards of $ 63,500 expiring in 2020. The company has a $12,000 deferred tax asset resulting from the loss carry-forwards, for which it has established a 100% valuation allowance. Until the Company's current operations begin to produce earnings, it is unclear as to the ability of the Company to utilize such carry-forwards. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. Plan of Operation During the next twelve months, the Company will actively seek out and investigate possible business development and business opportunities with the intent to acquire or merge with one or more business ventures. Because the Company has limited funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. PART II Item 1. Legal Proceedings. The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults in Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted, during the quarter ending March 31, 2001, covered by this report, to a vote of the Company's shareholders, through the solicitation of proxies or otherwise. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows: Exhibit No. Description ----------- ----------------------------------------------------------- 3(i).1 [1] Articles of Incorporation filed October 17, 1994 3(i).2 [1] Articles of Amendment filed December 15, 1998. 3(i).3 [3] Articles of Amendment changing the Company name from Shoe Krazy, Inc. to Diversified Product Inspections, Inc. filed May 19, 2000. 3(i).4 [3] Articles of Amendment changing the name of the Company's subsidiary from Diversified Product Inspections, Inc. to Diversified Product Investigations, Inc. filed May 19, 2000. 3(ii).1 [1] By-laws. 4.1 [2] Rescinded. 4.2 [4] Rescinded. 4.3 [4] Rescinded. 4.4 [4] Rescinded. 4.5 [4] Rescinded. 4.6 [5] Rescinded. 10.1 [4] Rescinded. 10.2 [4] Rescinded. 10.3 [4] Rescinded. 10.4 [4] Rescinded. 16.1 [6] Rescinded. 16.2 [6] Rescinded. 99.1 [7] Agreement to Void, Cancel and Terminate Stock Exchange Agreement.

[1] Incorporated herein by reference to the Company's Registration Statement on Form 10-SB filed March 29, 1999. [2] Incorporated herein by reference to the Company's Current Report on Form 8K filed March 21, 2000. [3] Incorporated herein by reference to the Company's Quarterly Report for the quarter ended March 30, 2000 on Form 10 QSB filed May 22, 2000. [4] Incorporated herein by reference to the Company's Quarterly Report for the quarter ended September 30, 2000 on Form 10 QSB filed November 20, 2000. [5] Incorporated herein by reference to the Company's First Amended Quarterly Report for the quarter ended September 30, 2000 on Form 10 QSB filed November 22, 2000. [6] Incorporated herein by reference to the Company's Current Report on Form 8K filed February 5, 2001. [6] Incorporated herein by reference to the Company's Form 10KSB filed April 16, 2001. * Filed herewith (b) The Company filed a report on Form 8K on March 21, 2000 in connection with the Company's acquisition of Diversified Product Inspections, Inc., a Florida corporation. The Company filed a report on Form 8K on May 22, 2000 with the required financial statements pursuant to its first report on Form 8K filed March 21, 2000 and also changed its fiscal year to that of its subsidiary, December 31. The Company filed two (2) reports on Form 8KA on May 26, 2000. The Company filed a report on Form 8K changing the Registrant's Certifying Accountant on February 5, 2001. Signatures ------------------------- In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized. GENERAL CONSUMER PRODUCTS, INC. (Registrant) Date: May 15, 2001 BY: /s/ Rodney D. Ford -------------------------------- Rodney D. Ford, President In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date Signature Title May 15, 2001 BY: /s/ Rodney D. Ford ------------------------------ President, Secretary Rodney D. Ford Treasurer, Director

GENERAL CONSUMER PRODUCTS INC /FL/ 10QSB