10KSB 1 k01.txt U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2001 [ ] 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 Securities Registered under Section 12(b) of the Exchange Act: None. Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value common stock 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. (1) Yes X No (2) Yes X No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State Issuer's revenues for its most recent fiscal year: June 30, 2001-$0 State the aggregate market value of the common voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. September 28, 2001 - $69.80. There are approximately 69,802 shares of common voting stock of the Registrant held by non-affiliates. Since 1988, there has been no "public market" for shares of common stock of the Registrant, so the Registrant has arbitrarily valued these shares on the basis of par value per share or $0.001. (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not Applicable. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: September 20, 2001 335,500 DOCUMENTS INCORPORATED BY REFERENCE A description of "Documents Incorporated by Reference" is contained in Item 13 of this Report. Transitional Small Business Issuer Format Yes X No ___ PART I Item 1. Description of Business. Business Development. --------------------- Pursuant to a Proxy Statement filed with the Securities and Exchange Commission on June 9, 2000, and resolutions of its stockholders, First Deltavision, Inc. (the "Company") approved a forward split of 1.85567 for one of the outstanding common stock of the Company; however, the Board of Directors has not yet determined whether the reasons for submitting this forward split to its stockholders are still viable, so it has not yet been implemented. The Company's Proxy Statement is incorporated herein by reference. See the Exhibit Index, Part III, Item 13. Except as indicated above and in the Company's 10-SB Registration Statement, as amended, which was filed with the Securities and Exchange Commission on December 16, 1997, which became effective on or about February 14, 1998, and which is incorporated herein by reference, there have been no material developments during the most recent fiscal year. See the Exhibit Index, Part III, Item 13. Business. --------- Management intends to consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected. The Company is unable to predict the time as to when and if it may actually participate in any specific business endeavor, and will be unable to do so until it determines the particular industries of interest to the Company. Effects of Existing or Probable Governmental Regulations. --------------------------------------------------------- Penny Stock. ------------ Our common stock is "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: with a price of less than five dollars per share; that are not traded on a "recognized" national exchange; whose prices are not quoted on the NASDAQ automated quotation system; or in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years. Section 15(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor's account. You are urged to obtain and read this disclosure carefully before purchasing any of our shares. Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor. This procedure requires the broker/dealer to: get information about the investor's financial situation, investment experience and investment goals; reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor can evaluate the risks of penny stock transactions; provide the investor with a written statement setting forth the basis on which the broker/dealer made his or her determination; and receive a signed and dated copy of the statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment goals. Compliance with these requirements may make it harder for our stockholders to resell their shares. Reporting Obligations. ---------------------- Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide its stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to stockholders. The Company is also required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. Small Business Issuer. ---------------------- The integrated disclosure system for small business issuers adopted by the Securities and Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a "Small Business Issuer," defined to be an issuer that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25,000,000 or more. The Company is deemed to be a "small business issuer." The Securities and Exchange Commission, state securities commissions and the North American Securities Administrators Association, Inc. ("NASAA") have expressed an interest in adopting policies that will streamline the registration process and make it easier for a small business issuer to have access to the public capital markets. Number of Employees. -------------------- None. Item 2. Description of Property. --------------------------------- The Company has no assets, property or business. Its principal executive office address and telephone number are the home address and telephone number of its President, David C. Merrell, and are provided at no cost. Because the Company has no current business operations, its activities have been limited to keeping itself in good standing in the State of Nevada, and with preparing reports required to be filed with the Securities and Exchange Commission and related financial statements. These activities have consumed an insignificant amount of management's time; accordingly, the costs to Mr. Merrell of providing the use of his home and telephone have been minimal. Item 3. Legal Proceedings. --------------------------- The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company. Item 4. Submission of Matters to a Vote of Security Holders. ------------------------------------------------------------- None, not applicable PART II Item 5. Market for Common Equity and Related Stockholder Matters. ------------------------------------------------------------------ Market Information. ------------------- The Company's common stock is quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") under the symbol "FDVS", with quotations that commenced in November, 1998; however, the market for shares of the Company's common stock is extremely limited. No assurance can be given that the present limited market for the Company's common stock will continue or will be maintained, and the sale of the Company's common stock pursuant to Rule 144 of the Securities and Exchange Commission by David C. Merrell, the Company's President, and other principal stockholders, may have a substantial adverse impact on any such public market. All of the "restricted securities" of the Company that are outstanding have satisfied the required holding period of Rule 144. See Part II, Item 11. The high and low closing bid prices for shares of common stock of the Company since November, 1998, and for each quarter within the last two fiscal years, or the applicable period when there were quotations are as follows:
Bid Quarter ending: High Low --------------- ---- --- November 10, 1998 through December 31, 1998 $.125 $.125 January 4, 1999 through March 31, 1999 $.125 $.125 April 1, 1999 through June 30, 1999 $.125 $.125 July 1, 1999 through September 30, 1999 $1.50 $.125 October 1, 1999 through December 31, 1999 $1.50 $1.50 January 3, 2000 through March 31, 2000 $1.50 $1.50 April 3, 2000 through June 30, 2000 $1.50 $1.50 July 3, 2000 through September 29, 2000 $1.50 $1.50 October 2, 2000 through December 29, 2000 $1.50 $0.0625 January 2, 2001 through March 30, 2001 $0.0625 $0.0625 April 2, 2001 through June 29, 2001 $1.00 $0.0625
These bid prices were obtained from the National Quotation Bureau, LLC ("NQB") and do not necessarily reflect actual transactions, retail markups, mark downs or commissions. No assurance can be given that any "established public market" will develop in the common stock of the Company, or if any such market does develop, that it will continue or be sustained for any period of time. Recent Sales of Unregistered Securities. ---------------------------------------- Date Number of Aggregate Name Acquired Shares Consideration ---- -------- --------- ------------- David C. Merrell 8/16/00 50,000 Services Leonard W. Burningham 8/16/00 50,000 Services The foregoing persons are believed to be "accredited investors." Mr. Merrell is a current director and executive officer of the Company; and Leonard W. Burningham, Esq. is counsel for the Company. The offers and sales of these securities are believed to have been exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, and from similar states' securities laws, rules and regulations requiring the offer and sale of securities by available state exemptions from such registration. Holders. -------- The number of record holders of the Company's common stock as of June 30, 2001, were approximately 170; these numbers do not include an indeterminate number of stockholders whose shares may be held by brokers in street name. As of September 20, 2000, there were still approximately 170 stockholders. Dividends. ---------- There are no present material restrictions that limit the ability of the Company to pay dividends on common stock or that are likely to do so in the future. The Company has not paid any dividends with respect to its common stock, and does not intend to pay dividends in the foreseeable future. Item 6. Management's Discussion and Analysis or Plan of Operation. ------------------------------------------------------------------- Plan of Operation. ------------------ The Company's plan of operation for the next 12 months is to:(i) consider guidelines of industries in which the Company may have an interest; to (ii) adopt a business plan regarding engaging in business in any selected industry; and to (iii) commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected. The Company's only foreseeable cash requirements during the next 12 months will relate to maintaining the Company in good standing in the State of Utah. Management does not anticipate that the Company will have to raise additional funds during the next 12 months. Results of Operations. ---------------------- The Company has had no material operations since 1989. The Company had losses of ($17,244) and ($13,044), respectively, for the fiscal years ended June 30, 2001 and 2000. These losses are primarily related to maintaining the Company in good standing and "due diligence" activities with respect to its history and past operations. These activities have included, for example, confirming good standing, reviewing stock transfer records and Articles of Incorporation, as amended, and arranging for the preparation and auditing of financial statements. Liquidity. ---------- The Company had no current assets for the period ended June 30, 2001, with $56,845 in current liabilities for the same period. Item 7. Financial Statements. ------------------------------ FIRST DELTAVISION, INC. [A Development Stage Company] FINANCIAL STATEMENTS JUNE 30, 2001 FIRST DELTAVISION, INC. [A Development Stage Company] CONTENTS PAGE Independent Auditors' Report 1 Balance Sheet, June 30, 2001 2 Statements of Operations, for the years ended 3 June 30, 2001 and 2000 and from inception on July 31, 1984 through June 30, 2001 Statement of Stockholders' (Deficit), from inception on July 31, 1984 through June 30, 2001 4 - 5 Statements of Cash Flows, for the years ended 6 June 30, 2001 and 2000 and from inception on July 31, 1984 through June 30, 2001 Notes to Financial Statements 7 - 10 INDEPENDENT AUDITORS' REPORT Board of Directors FIRST DELTAVISION, INC. Salt Lake City, Utah We have audited the accompanying balance sheet of First Deltavision, Inc. [a development stage company] at June 30, 2001, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended June 30, 2001 and 2000 and for the period from inception on July 31, 1984 through June 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of First Deltavision, Inc. for the period from inception on July 31, 1984 to June 30, 1999 were audited by other auditors whose report dated September 28, 1999 expressed an unqualified opinion on those statements and included an explanatory paragraph regarding the Company's ability to continue as a going concern. The financial statements for the period from inception (July 31, 1984) to June 30, 1999 reflect a net loss of $129,168 of the total inception to date net loss of $159,456. Our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the report of such other auditors. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit and the reports of other auditors for the cumulative information for the period from inception on July 31, 1984 to June 30, 1999, the financial statements audited by us present fairly, in all material respects, the financial position of First Deltavision, Inc. [a development stage company] as of June 30, 2001 and the results of its operations and its cash flows for the years ended June 30, 2001 and 2000 and for the period from inception on July 31, 1984 through June 30, 2001, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the company has no on-going operations, has incurred substantial losses since its inception, has current liabilities in excess of assets and has no working capital. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. /S/Pritchett, Siler & Hardy PRITCHETT, SILER & HARDY, P.C. August 1, 2001 Salt Lake City, Utah FIRST DELTAVISION, INC. [A Development Stage Company] BALANCE SHEET ASSETS
June 30, 2001 ___________ CURRENT ASSETS $ - ___________ Total Current Assets - ___________ $ - ___________ LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 500 Accounts payable related party 32,678 Due to officers 23,667 ___________ Total Current Liabilities 56,845 ___________ STOCKHOLDERS' (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 335,500 shares issued and outstanding 335 Capital in excess of par value 102,276 Deficit accumulated during the development stage (159,456) ___________ Total Stockholders' (Deficit) (56,845) ___________ $ - ___________
The accompanying notes are an integral part of this financial statement. FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENTS OF OPERATIONS
From Inception For the Years Ended on July 31, June 30, 1984 Through __________________ June 30, 2001 2000 2001 ___________________________________ REVENUE: Sales $ - $ - $ - _________ _________ ________ Total Revenue - - - _________ _________ ________ EXPENSES: General and administrative 17,244 13,044 159,456 _________ _________ ________ Total Expenses (17,244) (13,044) (159,456) _________ _________ ________ LOSS FROM OPERATIONS BEFORE INCOME TAXES (17,244) (13,044) (159,456) CURRENT INCOME TAXES - - - DEFERRED INCOME TAX - - - _________ _________ ________ NET LOSS $ (17,244) (13,044) $(159,456) _________ _________ _________ LOSS PER SHARE $ (.05)$ (.06) $ (1.55) _________ _________ _________
The accompanying notes are an integral part of these financial statements. FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENT OF STOCKHOLDERS' (DEFICIT) FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2001 Deficit Accumulated Common Stock Capital in During the ______________________ Excess of Retained Development Shares Amount Par Deficit Stage __________ ___________ ___________ ________ __________ BALANCE, July 31, 1984 - $ - $ - - $ - Shares issued to incorporators for cash 22,863 23 57,553 - - Net loss for the year ended June 30, 1985 - - - - (39,661) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1985 22,863 23 57,553 - (39,661) Capital contributed by shareholder - - 2,536 - - Net loss for year ended June 30, 1986 - - - - (20,451) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1986 22,863 23 60,089 - (60,112) Net loss for the year ended June 30, 1987 - - - - - __________ ___________ ___________ ________ __________ BALANCE, June 30, 1987 22,863 23 60,089 - (60,112) Net loss for the year ended June 30, 1988 - - - - - __________ ___________ ___________ ________ __________ BALANCE, June 30, 1988 22,863 23 60,089 - - Capital contributed by shareholder - - 1,044 - - Shares issued for cash at $.0002 per share 24,160 24 1,176 - - Net loss for the year ended June 30, 1989 - - - - (2,107) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1989 47,023 47 62,309 - (62,219) Net loss for the year ended June 30, 1990 - - - - (183) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1990 47,023 47 62,309 - (62,402) Net loss for year ended June 30, 1991 - - - - (183) BALANCE, June 30, 1991 47,023 $ 47 $ 62,309 $ - $ (62,585) Net loss for year ended June 30, 1992 - - - - (183) [Continued] FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENT OF STOCKHOLDERS' (DEFICIT) FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2001 [Continued] Earnings Accumulated Common Stock Capital in During the ______________________ Excess of Retained Development Shares Amount Par Deficit Stage __________ ___________ ___________ ________ __________ BALANCE, June 30, 1992 47,023 47 62,309 - (62,768) Net loss for year ended June 30, 1993 - - - - (183) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1993 47,023 47 62,309 - (62,951) Net loss for year ended June 30, 1994 - - - - (119) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1994 47,023 47 62,309 - (63,070) Net loss for year ended June 30, 1995 - - - - (118) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1995 47,023 47 62,309 - (63,188) Shares issued for services rendered valued at $.25 per share 152,977 153 37,847 - - Net loss for the year ended June 30, 1995 - - - - (38,118) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1996 200,000 200 100,156 - (101,306) Net loss for the year ended June 30, 1997 - - - - (7,940) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1997 200,000 200 100,156 - (109,246) Shares issued for services valued at $.04 per share 35,500 35 1,220 - - Net loss for the year ended June 30, 1998 - - - - (12,857) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1998 235,500 235 101,376 - (122,103) Net loss for the year ended June 30, 1999 - - - - (7,065) __________ ___________ ___________ ________ __________ BALANCE, June 30, 1999 235,500 235 101,376 - (129,168) Net income for the year ended June 30, 2000 - - - - (13,044) __________ ___________ ___________ ________ __________ BALANCE, June 30, 2000 235,500 $ 235 $ 101,376 $ - $ (142,212) __________ ___________ ___________ ________ __________ Shares issued for debt relief valued at $.01 per share 100,000 100 900 - Net income for the year ended - - - - (17,244) June 30, 2001 _________ __________ __________ _______ __________ BALANCE, June 30, 2001 335,500 $ 335 $ 102,276 $ - $ (159,456) _________ __________ __________ _______ __________
The accompanying notes are an integral part of this financial statement . FIRST DELTAVISION, INC. [A Development Stage Company]
STATEMENTS OF CASH FLOWS From Inception For the Years Ended on July 31, June 30, 1984 Through __________________ June 30, 2001 2000 2001 ___________________________________ Cash Flows From Operating Activities: Net loss $ (17,244) $ (13,044) $ (159,456) Adjustments to reconcile net loss to net cash used by operating activities: Non cash expense - - 39,255 Stock issued for relief of debt 1,000 - 1,000 Changes in assets and liabilities: (Decrease) in accounts payable (24,138) 8,235 500 Increase in accounts payable related party 32,678 - 32,678 Increase in due to officers 8,704 3,809 23,667 Increase (decrease) in accrued expenses (1,000) 1,000 - ________ ________ ________ 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 Year - - - ________ ________ ________ Cash at End of the Year $ - $ - $ - ________ ________ ________ 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 year ended June 30, 2001: During August 2000, the Company issued 100,000 shares of common stock for relief of debt. For the year ended June 30, 2000: None
The accompanying notes are an integral part of these financial statements. 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 remains a development stage company as defined in SFAS No. 7. Development Stage The Company is considered a development stage company as defined in SFAS no. 7. 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. Recently Enacted Accounting Standards Statement of Financial Accounting Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities a replacement of FASB Statement No. 125", SFAS No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", and SFAS No. 143, "Accounting for Asset Retirement Obligations", were recently issued. SFAS No. 140, 141, 142, and 143 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. FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] Reclassification - The financial statements for years prior to June 30, 2001 have been reclassified to conform with the headings and a classifications used in the June 30, 2001 financial statements. 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 the year ended June 30, 1998, the Company issued 35,500 shares of 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. 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. 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. NOTE 3 - RELATED PARTY TRANSACTIONS Management Compensation During the years ended June 30, 2001and 2000, the Company did not pay any cash compensation to its officers and directors. Stock Compensation During the year ended June 30, 2000, the Company approved the issuance of 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 ( or $.01 per share). The shares were issued in August 2000. 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 made advances to the Company to pay current costs. These advances total $23,667 at June 30, 2001, bear no interest and are due to the President when funds become available. Accounts Payable A shareholder of the Company has provided legal services for the Company. At June 30, 2001, the account payable to the related party is $32,678. This amount bears no interest and is due to the shareholder when funds become available. Of this amount, $24,638 was reclassified from accounts payable when the Attorney became a related party during the year ended June 30, 2001. FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 4 - 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. The Company has available at June 30, 2001, unused operating loss carryforwards of approximately $96,000, 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 could be an annual limitation on the amount of net operating loss carryforward, which 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 $33,000) at June 30, 2001 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $6,000 for the year ended June 30, 2001. 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. 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 income (loss) per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the years ended June 30, 2001 and 2000 and for the period from inception on July 31, 1984 through June 30, 2001: From Inception For the Years Ended on July 31, June 30, 1984, Through _____________________ June 30, 2001 2000 2001 __________ __________ ____________ Loss from continuing operations available to common stockholders (numerator) $ (17,244) $ (13,044) $ (159,456) __________ __________ ____________ Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 322,623 235,500 102,997 __________ __________ ____________ Dilutive earnings 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 per share. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. --------------------- The Company changed independent auditors due to the death of its former principal accountant as detailed in an 8-K Current Report dated October 11, 2000. This 8-K Current Report is incorporated herein by reference. See Part III, Item 13. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. -------------------------------------------------- Identification of Directors and Executive Officers. --------------------------------------------------- The following table sets forth, in alphabetical order, the names and the nature of all positions and offices held by all directors and executive officers of the Company during 2001, and the period or periods during which each such director or executive officer served in his or her respective positions. Date of Date of Positions Election or Termination Name Held Designation or Resignation David C. Merrell Director 5/21/96 * President 5/21/96 * Todd D. Ross Director and 5/21/96 * Secy./Treasurer 5/21/96 * Term of Office. --------------- The term of office of the current directors shall continue until the annual meeting of stockholders. The annual meeting of the Board of Directors immediately follows the annual meeting of stockholders, at which officers for the coming year are elected. Business Experience. -------------------- David C. Merrell, Director and President. Mr. Merrell is 42 years of age, and since 1989, he has been the owner of DCM Finance, a Salt Lake City based finance company that makes and brokers real estate loans. Mr. Merrell received his Bachelor of Science degree in Economics from the University of Utah in 1981. Todd D. Ross. Mr. Ross is 39 years of age, and since 1995, he has been a partner in DCM Finance, a Salt Lake City Based finance company. Mr. Ross developed and manages DCM's Internet site. He also reviews and submits venture capital proposals for funding. Since 1991, Mr. Ross has also been the Lighting Director for the Utah Shakespearean Festival. Family Relationships. --------------------- There are no family relationships between any directors or executive officers of the Company, either by blood or by marriage. Involvement in Certain Legal Proceedings. ----------------------------------------- Except as indicated below and to the knowledge of management, during the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company: (1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto; (2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; or (6) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. Compliance with Section 16(a) of the Exchange Act. -------------------------------------------------- On or about May 13, 1998, each of the Company's current directors and executive officers filed with the Securities and Exchange Commission an Initial Statement of Beneficial Ownership of Securities on Form 3. On August 18, 2000, David C. Merrell filed with the Securities and Exchange Commission a Statement of Changes in Beneficial Ownership on Form 4. Item 10. Executive Compensation. -------------------------------- Cash Compensation. ------------------ The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated: SUMMARY COMPENSATION TABLE Long Term Compensation Annual Compensation Awards Payouts (a) (b) (c) (d) (e) (f) (g) (h) (i) Secur- ities All Name and Year or Other Rest- Under- LTIP Other Principal Period Salary Bonus Annual rictedlying Pay- Comp- Position Ended ($) ($) Compen-Stock Optionsouts ensat'n ----------------------------------------------------------------- David C. Merrell, 6/30/01 0 0 0 0 0 0 0 President, 6/30/00 0 0 0 0 0 0 0 Director Todd D. Ross 6/30/01 0 0 0 0 0 0 0 Secretary/ 6/30/00 0 0 0 0 0 0 0 Treasurer, Director
No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to the Company's management during the fiscal years ending June 30, 2001, and 2000, or the period ending on the date of this Report. Further, no member of the Company's management has been granted any option or stock appreciation right; accordingly, no tables relating to such items have been included within this Item. See the Summary Compensation Table of this Item. Compensation of Directors. -------------------------- There are no standard arrangements pursuant to which the Company's directors are compensated for any services provided as director. No additional amounts are payable to the Company's directors for committee participation or special assignments. There are no arrangements pursuant to which any of the Company's directors was compensated during the Company's last completed fiscal year or the previous two fiscal years for any service provided as director. See the Summary Compensation Table of this Item. Termination of Employment and Change of Control Arrangement. ------------------------------------------------------------ There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in the Summary Compensation Table set out above which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company. Item 11. Security Ownership of Certain Beneficial Owners and Management. ------------------------------------------------------------------------ Security Ownership of Certain Beneficial Owners. ------------------------------------------------ The following table sets forth the share holdings of those persons who own more than five percent of the Company's common stock as of June 30, 2001 and as of the date of this report: Number and Percentage of Shares Beneficially Owned Name and Address 6/30/01 Today David C. Merrell 186,648 55.63% 186,648 55.63% 9005 Cobble Canyon Lane Sandy, Utah 84093 Leonard W. Burningham, Esq. 79,050 23.56% 79,050 23.56 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 TOTALS 265,698 79.19% 265,698 79.19% On August 16, 2000, 50,000 shares were issued to David C. Merrell and 50,000 shares were issued to Leonard W. Burningham, Esq. for services rendered. These shares were to be issued under an S-8 Registration Statement that has not yet been filed, as outlined in the Company's Proxy Statement filed with the Securities and Exchange Commission on January 18, 2000, which is incorporated herein by reference. See Part III, Item 13. Security Ownership of Management. --------------------------------- The following table sets forth the share holdings of the Company's directors and executive officers as of June 30, 2001 and as of the date of this Report: Number and Percentage of Shares Beneficially Owned Name and Address 6/30/01 Today David C. Merrell 186,648 55.63% 186,648 55.63% 9005 Cobble Canyon Lane Sandy, Utah 84093 Todd D. Ross 4,027 1.20% 4,027 1.20% 38 South 1650 West Cedar City, Utah 84720 TOTALS 190,675 56.83% 190,675 56.83% Changes in Control. ------------------- There are no present arrangements or pledges of the Company's securities which may result in a change in its control. Item 12. Certain Relationships and Related Transactions. -------------------------------------------------------- The following transactions occurred between the Company and members of management, five percent stockholders and promoters or founders of the Company during the past three fiscal years: Issuance of 50,000 shares of "restricted securities" of the Company to David C. Merrell in August, 2000. Issuance of 50,000 shares of "restricted securities" of the Company to Leonard W. Burningham in August, 2000. Item 13. Exhibits and Reports on Form 8-K. ------------------------------------------ Reports on Form 8-K. -------------------- 8-K Current Report dated October 10, 2000, filed with the Securities and Exchange Commission on October 11, 2000. Exhibit Exhibits* Number (i) None (ii) Where Incorporated In This Report Form 10-SB Registration Statement, Part I ** as amended filed on December 16, 1997 Form 10-KSB Annual Report for the Part I ** fiscal year ended June 30, 1999 Proxy Statement filed with the Part I, II ** Securities and Exchange Commission on January 18, 2000 Proxy Statement filed with the Part I, II ** Securities and Exchange Commission on June 6, 2000 * A summary of any Exhibit is modified in its entirety by reference to the actual Exhibit. ** These documents and related exhibits have previously been filed with the Securities and Exchange Commission and are incorporated herein by this reference. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: 9/28/01 By/s/David C. Merrell David C. Merrell President and Director Date: 9/28/01 By/s/Todd D. Ross Todd D. Ross Secretary/Treasurer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: FIRST DELTAVISION, INC. Date: 9/28/01 By/s/David C. Merrell David C. Merrell President and Director Date: 9/28/01 By/s/Todd D. Ross Todd D. Ross Secretary/Treasurer and Director