-----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, GVADHnIk8xhKsOW4poOKQBacpqMHLDRIVjWRGhZ6aDjBRsb64soq8psPxf2GGkJB 1vvoRVjNODnJ1F6zVdKRzw== 0001010412-02-000062.txt : 20020415 0001010412-02-000062.hdr.sgml : 20020415 ACCESSION NUMBER: 0001010412-02-000062 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020405 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: 1934 Act SEC FILE NUMBER: 000-23511 FILM NUMBER: 02602903 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 q302.txt 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 March 31, 2002 [ ] 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: March 31, 2002 335,500 ------- 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 MARCH 31, 2002 FIRST DELTAVISION, INC. [A Development Stage Company] CONTENTS PAGE Unaudited Condensed Balance Sheets, March 31, 2002 and June 30, 2001 2 Unaudited Condensed Statements of Operations, for the three and nine months ended March 31, 2002 and 2001 and from inception on July 31, 1984 through March 31, 2002 3 Unaudited Condensed Statements of Cash Flows, for the nine months ended March 31, 2002 and 2001 and from inception on July 31, 1984, through March 31, 2001 4 Notes to Unaudited Condensed Financial Statements 5 - 8 FIRST DELTAVISION, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS
ASSETS March 31, June 30, 2002 2001 ________________________________ CURRENT ASSETS $ - $ - ________________________________ Total Current Assets - - ________________________________ $ - $ - ================================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 500 $ 500 Accounts payable - related party 39,078 32,678 Due to officers 27,969 23,667 ________________________________ Total Current Liabilities 67,997 56,845 ________________________________ STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 335,500 and 335,500 shares issued and outstanding, respectively 335 335 Capital in excess of par value 102,276 102,276 Deficit accumulated during the development stage (170,608) (159,456) ________________________________ Total Stockholders' Equity (Deficit) (67,997) (56,845) ________________________________ $ - $ - ================================
Note: The Balance Sheet as of June 30, 2001, 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]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS From Inception For the Three Months For the Nine months on July 31, Ended March 31, Ended March 31, 1984 through ________________________________________ March 31, 2002 2001 2002 2001 2002 _________ __________ __________ ________ _______________ REVENUE: $ - $ - $ - $ - $ - _________ __________ __________ ________ _______________ COST OF SALE - - - - - _________ __________ __________ ________ _______________ EXPENSES: General and administrative 5,188 4,803 11,152 7,671 170,608 _________ __________ __________ ________ _______________ LOSS FROM OPERATIONS (5,188) (4,803) (11,152) (7,671) (170,608) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - _________ __________ __________ ________ _______________ NET LOSS $ (5,188)$ (4,803)$ (11,152)$ (7,671)$ (170,608) _________ __________ __________ ________ _______________ LOSS PER SHARE: $ (.02)$ (.01)$ (.03)$ (.02)$ (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 From Inception For the Nine months on July 31, Ended March 31, 1984 through ______________________ March 31, 2002 2001 2002 __________ __________ ____________ Cash Flows From Operating Activities: Net loss $ (11,152) $ (7,671) $ (170,608) 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 Changes in assets and liabilities: Increase in accounts payable 450 - 950 Increase in accounts payable-related party 6,400 - 39,078 Increase in amount due to officer 4,302 7,671 27,969 __________ __________ ____________ 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 nine months ended March 31, 2002: None For the nine months ended March 31, 2001: The Company issued 100,000 shares of common stock at $.01 per share as settlement for $1,000 in accrued expenses. The accompanying notes are an integral part of these unaudited condensed financial statements.
4 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED 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 March 31, 2002 and 2001 and for the 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, 2001 audited financial statements. The results of operations for the periods ended March 31, 2002 and 2001 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] Recently Enacted Accounting Standards Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", and SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142, 143 and 144 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. Reclassification The financial statements for periods prior to March 31, 2002 have been reclassified to conform with the headings and a classifications used in the March 31, 2002 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 - 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 3 - INCOME TAXES [Continued] The Company has available at March 31, 2002, unused operating loss carryforwards of approximately $107,100, which may be applied against future taxable income and which expire in various years through 2021. 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 $36,400) at March 31, 2002 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $3,400 for the nine months ended March 31, 2002. NOTE 4 - RELATED PARTY TRANSACTIONS Management Compensation During the periods ended March 31, 2002 and 2001, 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). 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. Due to Officer The Company's president has paid expenses in behalf of the Company in the amount of $4,302 during the nine months ended March 31, 2002 the total amount owing the President was $27,969. This amount bears no interest and is due to the President when funds become available. Accounts Payable A shareholder of the Company provided legal services for the Company. At March 31, 2002, the value of the services rendered but unpaid is $39,078. 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 incurred losses since its inception and has not yet been successful in establishing profitable operations. 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 UNAUDITED CONDENSED 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 nine months ended March 31, 2002 and 2001 and for the period from inception on July 31, 1984 through March 31, 2002: For the Three For the Nine From Inception Months Ended Months Ended on July 31, March 31, March 31, 1984 through ________________ _______________ March 31, 2002 2001 2002 2001 2002 ________________ _______________ _____________ Loss from continuing operations available to common stockholders (numerator) $(5,188)$(4,803) $(11,152)$(7,671) $ (170,608) _______ _______ ________ _______ _____________ Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 335,500 335,500 335,500 318,347 112,871 _______ _______ _______ _______ _____________ 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. The Company may be required to sell shares of its common stock to "accredited" or "sophisticated" investors or to borrow from members of management, as it has done in the past, to pay these expenses. Results of Operations. - ---------------------- During the quarterly period ended March 31, 2002, the Company had no business operations. During this period, the Company received total revenues of $0 and had a net loss of ($5,188). There were also no revenues during the same quarter of 2001, and the Company had a net loss of ($4,803). For the nine months ended March 31, 2002, the Company had no revenues with expenses of $11,152 for a net loss of ($11,152). For the same period ended March 31, 2001, the Company also had no revenues with expenses of $7,671, for a net loss of ($7,671). Liquidity. - ---------- At March 31, 2002, the Company had no current assets, with total current liabilities of $67,997. Total stockholder's equity was ($67,997). 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 to 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. None. (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: 4/5/02 By/S/David C. Merrell -------------- ------------------------------------- David C. Merrell Director and President Date: 4/5/02 By/S/Todd D. Ross -------------- ------------------------------------- Todd D. Ross Director and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----