-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AAoDPYCqam9/MV0aiRROHk2cWOq5cNMw/jf8XBRRnnWJmc68n0JM/Y9NohzAlFer M+4Q4+C66w5rWlPI2xkLvw== 0001010412-01-000036.txt : 20010224 0001010412-01-000036.hdr.sgml : 20010224 ACCESSION NUMBER: 0001010412-01-000036 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DELTAVISION INC CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23511 FILM NUMBER: 1550027 BUSINESS ADDRESS: STREET 1: 9005 COBBLE CANYON LANE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019420555 MAIL ADDRESS: STREET 1: 9005 COBBLE LANE CITY: SANDY STATE: UT ZIP: 84093 10QSB 1 0001.txt FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- --------------- Commission File No. 0-23511 FIRST DELTAVISION, INC. ----------------------- (Name of Small Business Issuer in its Charter) NEVADA 87-0412182 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 9005 Cobble Canyon Lane Sandy, Utah 84093 -------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (801) 942-0555 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. (1) Yes X No (2) Yes X No --- --- --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: December 31, 2000 335,000 ------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. FIRST DELTAVISION, INC. [A Development Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2000 FIRST DELTAVISION, INC. [A Development Stage Company] CONTENTS PAGE Unaudited Condensed Balance Sheets, December 31, 2000 and June 30, 2000 2 Unaudited Condensed Statements of Operations, for the three and six months ended December 31, 2000 and 1999 and from inception on July 31, 1984 through December 31, 2000 3 Unaudited Condensed Statements of Cash Flows, for the six months ended December 31, 2000 and 1999 and from inception on July 31, 1984, through December 31, 2000 4 Notes to Unaudited Condensed Financial Statements 5 - 8 FIRST DELTAVISION, INC. [A Development Stage Company] CONDENSED BALANCE SHEETS [Unaudited] ASSETS
December 31, June 30, 2000 2000 ___________ ___________ CURRENT ASSETS $ - $ - ___________ ___________ Total Current Assets - - ___________ ___________ $ - $ - ___________ ___________ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable - related party $ 24,638 $ 24,638 Due to officer 17,831 14,963 Accrued expenses - 1,000 ___________ ___________ Total Current Liabilities 42,469 40,601 ___________ ___________ STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 335,500 and 235,500 shares issued and outstanding, respectively 335 235 Capital in excess of par value 102,276 101,376 Deficit accumulated during the development stage (145,080) (142,212) ___________ ___________ Total Stockholders' Equity (Deficit) (42,469) (40,601) ___________ ___________ $ - $ - ___________ ___________
Note:The Balance Sheet as of June 30, 2000, was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. 2 FIRST DELTAVISION, INC. [A Development Stage Company] CONDENSED STATEMENTS OF OPERATIONS [Unaudited]
Cumulative from the Re-entering of For the Three For the Six Development Stage Months Ended Months Ended on July 31, December 31, December 31, 1984 through __________________ _________________ December 31, 2000 1999 2000 1999 2000 ________ _________ ________ ________ _____________ REVENUE: $ - $ - $ - $ - $ - ________ _________ ________ ________ _____________ COST OF SALE - - - - - ________ _________ ________ ________ _____________ EXPENSES: General and administrative 1,013 1,078 2,868 2,981 145,080 ________ _________ ________ ________ _____________ LOSS FROM OPERATIONS (1,013) (1,078) (2,868) (2,981) (145,080) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - ________ _________ ________ ________ _____________ NET LOSS $ (1,013)$ (1,078) $ (2,868)$ (2,981)$ (145,080) ________ _________ ________ ________ _____________ LOSS PER SHARE: $ (.00)$ (.00) $ (.00)$ (.00)$ (1.51) ________ _________ ________ ________ _____________
The accompanying notes are an integral part of these unaudited condensed financial statements. 3 FIRST DELTAVISION, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Cumulative from the Re-entering of For the Development Stage Months Ended on July 31, December 31, 1984 through _________________ December 31, 2000 1999 2000 ________ ________ _____________ Cash Flows From Operating Activities: Net loss $ (2,868)$ (2,981) $ (145,080) Adjustments to reconcile net loss to net cash used by operating activities: Non-cash expense - - 40,255 Changes in assets and liabilities: Increase in accounts payable - 761 24,638 Increase in amount due to officer 2,868 2,219 17,831 Increase (decrease) in accrued expenses - - - ________ ________ _____________ Net Cash (Used) by Operating Activities - - (62,356) ________ ________ _____________ Cash Flows From Investing Activities: ________ ________ _____________ Net Cash (Used) by Investing Activities - - - ________ ________ _____________ Cash Flows From Financing Activities: Proceeds from issuance of common stock 58,776 Capital contributions 3,580 ________ ________ _____________ Net Cash Provided by Financing Activities - - 62,356 ________ ________ _____________ Net Increase in Cash - - - Cash at Beginning of the Period - - - ________ ________ _____________ Cash at End of the Period $ - $ - $ - ________ ________ _____________ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities: For the six months ended December 31, 2000: The Company issued 100,000 shares of common stock at $.01 per share as settlement for $1,000 in accrued expenses. For the six months ended December 31, 1999: None The accompanying notes are an integral part of these unaudited condensed financial statements. 4 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - First Deltavision, Inc. (the Company) was organized under the laws of the State of Utah on July 31, 1984 under the name of Aquachlor Marketing. The Company never engaged in business activities and was suspended for failure to file annual reports and tax returns. In December 1988, all required reports and tax returns were filed and the Company was reinstated by the State of Utah. On December 23, 1988, the Company merged with Aquachlor, Inc., a Nevada Corporation, incorporated on December 20, 1988. The Nevada Corporation became the surviving corporation and changed its name to Deltavision, Inc. On March 25, 1997, the Company received a Certificate of Revival from the State of Nevada using the name First Deltavision, Inc. The purpose of the Company as established by its Articles of Incorporation is to engage in any lawful activity. The Company has not engaged in any business activities that have produced significant revenues and therefore the Company is considered a development stage company as defined in SFAS no. 7. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2000 and 1999 and for the three and six months periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2000 audited financial statements. The results of operations for the periods ended December 31, 2000 and 1999 are not necessarily indicative of the operating results for the full year. Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding during the periods presented, in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" [See Note 6]. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures 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 estimated by management. 5 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (SFAS) No. 136, "Transfers of Assets to a not for profit organization or charitable trust that raises or holds contributions for others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - deferral of the effective date of FASB Statement No. 133 (an amendment of FASB Statement No. 133.),", SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities - and Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of Financial Assets and Extinguishment of Liabilities", were recently issued SFAS No. 136, 137, 138, 139 and 140 have no current applicability to the Company or their effect on the financial statements would not have been significant. Restatement - The financial statements have been restated for all periods presented to reflect a 248.399 for 1 reverse stock split on April 23, 1997 and a 5 for 1 forward stock split on December 9, 1988. NOTE 2 - COMMON STOCK The Company issued 22,863 shares of stock upon incorporation for $57,576. During the year ended June 30, 1989 the Company issued 24,160 shares of common stock for $1,200. During 1996, the Company issued 152,977 shares of its previously authorized but unissued common stock in lieu of cash for consulting fees valued at $38,000 (or $.25 per share). This issuance resulted in a change in control of the Company. During 1997, the Company issued 35,500 common stock for services rendered. Total proceeds amounted to $1,255 (or $.04 per share). The Company previously reported the issuance as 35,000 shares of common stock. The financial statements have been restated for the years ended June 30, 1999 and 1998 to reflect the issuance of an additional 500 shares of common stock related to services previously rendered. Stock Split - On December 9, 1988 the Company effected a 5 for 1 forward stock split. On April 23, 1997 the Company effected a 248.399 for 1 reverse stock split. The financial statements for all periods presented have been restated to reflect these stock splits. Compensation Agreement - In January 2000, the board of directors approved a compensation agreement that included the issuance of a total of 100,000 shares of common stock to two shareholders, 50,000 to each, for services rendered which were valued at $1,000. The shares were issued in August 2000 for $.01 per share. NOTE 3 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which requires the liability approach for the effect of income taxes. 6 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 3 - INCOME TAXES [Continued] The Company has available at December 31, 2000, unused operating loss carryforwards of approximately $83,000, which may be applied against future taxable income and which expire in various years through 2020. If certain substantial changes in the Company's ownership should occur, there would be an annual limitation on the amount of net operating loss carryforward that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards (approximately $28,000) at December 31, 2000 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $2,000 for the period ended December 31, 2000. NOTE 4 - RELATED PARTY TRANSACTIONS Management Compensation - During the six months ended December 31, 2000, the Company did not pay any cash compensation to its officers and directors. Stock Compensation - During the six months ended December 31, 2000, the Company issued 100,000 shares of common stock for legal and professional services rendered pursuant to a compensation agreement [See Note 2]. The services rendered were valued at $1,000. Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company. Expenses Paid - The Company's president has advanced the Company funds to pay current costs. These advanced funds totaled $17,831 at December 31, 2000, bear no interest and are due to the President when funds become available. Accounts Payable - A shareholder of the Company provided legal services for the Company. At December 31, 2000, the value of the services is $24,638. This amount bears no interest and is due to the shareholder when funds become available. NOTE 5 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has no on-going operations and has incurred losses since its inception. Further, the Company has current liabilities in excess of assets and has no working capital to pay its expenses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 7 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 6 - LOSS PER SHARE The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the three and six months ended December 31, 2000 and 1999 and for the period from the re-entering of development stage on July 31, 1984 through December 31, 2000: Cumulative from the Re-entering of For the Three For the Six Development Stage Months Ended Months Ended on July 31, December 31, December 31, 1984 through __________________ _________________ December 31, 2000 1999 2000 1999 2000 ________ _________ ________ ________ _____________ Loss from continuing operations available to common stockholders (numerator) $ (1,013)$ (1,078) $ (2,868)$ (2,981)$ (145,080) ________ _________ ________ ________ _____________ Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 235,500 235,500 335,500 235,500 95,980 ________ _________ ________ ________ _____________ Dilutive earnings (loss) per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share. 8 Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ The Company is presently attempting to determine which industries or areas where the Company should concentrate its business efforts, and at that determination, will formulate its business plan and commence operations. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture, which the Company expects to pay from its cash resources. Results of Operations. - ---------------------- During the quarterly period ended December 31, 2000, the Company had no business operations. During this period, the Company received total revenues of $0 and had net income of $(2,868). There were also no revenues during the same quarter of 1999. Liquidity. - ---------- At December 31, 2000, the Company had no current assets, with total current liabilities of $42,469. Total stockholder's equity was $(42,469). In order to meet its expenses during the next 12 months, management expects that the Company may be required to sell shares of its common stock to "accredited" or "sophisticated" investors or borrow from members of management, as it has done in the past. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ---------------------------- None; not applicable. Item 2. Changes in Securities. - -------------------------------- None; not applicable. Item 3. Defaults Upon Senior Securities. - ------------------------------------------ None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. - -------------------------------------------------------------- None; not applicable. Item 5. Other Information. - ---------------------------- None; not applicable. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. Definitive Proxy Statement dated January 28, 2000* (b) Reports on Form 8-K. None. *Incorporated herein by reference. 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. FIRST DELTAVISION, INC. Date: 2/20/01 By/S/David C. Merrell -------------- ------------------------------------- David C. Merrell Director and President Date: 2/20/01 By/S/Todd D. Ross -------------- ------------------------------------- Todd D. Ross Director and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----