-----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, A6BHhOoQQGvsxoGmFcoBeYzjWRDcoq8613cx+Fy/YXX3jq/Ho3ov2PU5FVrItuSG FhR2q9EeUV+cSFsGfF07/w== 0001010412-02-000266.txt : 20021118 0001010412-02-000266.hdr.sgml : 20021118 20021114182925 ACCESSION NUMBER: 0001010412-02-000266 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 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: 02827448 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 q902.txt QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2002 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 September 30, 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: October 31, 2002 1,342,000* ---------- * See Item 5; all computations herein take into account a four for one forward split effected by dividend on April 4, 2002. 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 SEPTEMBER 30, 2002 FIRST DELTAVISION, INC. [A Development Stage Company] CONTENTS PAGE Unaudited Condensed Balance Sheets, September 30, 2002 and June 30, 2002 2 Unaudited Condensed Statements of Operations, for the three months ended September 30, 2002 and 2001 and from inception on July 31, 1984 through September 30, 2002 3 Unaudited Condensed Statements of Cash Flows, for the three months ended September 30, 2002 and 2001 and from inception on July 31, 1984, through September 30, 2002 4 Notes to Unaudited Condensed Financial Statements 5 - 9
FIRST DELTAVISION, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS September 30, June 30, 2002 2002 ________________________________ CURRENT ASSETS $ - $ - ________________________________ Total Current Assets - - ________________________________ $ - $ - ================================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ - $ 1,230 Accounts payable - related party 39,317 39,317 Due to officers 32,721 31,126 ________________________________ Total Current Liabilities 72,038 71,673 ________________________________ STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 1,342,000 shares issued and outstanding 1,342 1,342 Capital in excess of par value 101,269 101,269 Deficit accumulated during the development stage (174,649) (174,284) ________________________________ Total Stockholders' Equity (Deficit) (72,038) (71,673) ________________________________ $ - $ - ================================
Note: The Balance Sheet as of June 30, 2002, 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 For the Three From Inception Months Ended on July 31, September 30, 1984 through ______________________ September 30, 2002 2001 2002 __________ ___________ _______________ REVENUE: Sales $ - $ - $ - __________ ___________ _______________ Total Revenue - - - __________ ___________ _______________ EXPENSES: General and administrative 365 3,536 174,649 __________ ___________ _______________ Total Expenses (365) (3,536) (174,649) ---------- ----------- --------------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (365) (3,536) (174,649) CURRENT INCOME TAXES - - - DEFERRED INCOME TAX - - - __________ ___________ _______________ NET LOSS $ (365)$ (3,536)$ (174,649) ---------- ----------- --------------- LOSS PER SHARE: $ (.00)$ (.00)$ (.37) ========== =========== ===============
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 Three months on July 31, Ended September 31, 1984 through ______________________ September 31, 2002 2001 2002 __________ __________ ____________ Cash Flows From Operating Activities: Net loss $ (365) $ (3,536) $ (174,649) 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: (Decrease) in accounts payable (1,230) (235) - Increase in accounts payable-related party - 2,890 39,317 Increase in due to officers 1,595 881 32,721 __________ __________ ____________ 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 period ended September 30, 2002: None For the period ended September 30, 2001: None 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 Company has not engaged in any business activities that have produced significant revenues and therefore remains a development stage company as defined in Statement of Financial Accounting Standards 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 September 30, 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 in the United States of America 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, 2002 audited financial statements. The results of operations for the periods ended September 30, 2002 and 2001 are not necessarily indicative of the operating results for the full year. Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. 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 7]. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", and SFAS No. 147, "Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", were recently issued. SFAS No. 141, 142, 143, 144, 145, 146 and 147 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 4 for 1 forward stock split on April 4, 2002, 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 September 30, 2002 have been reclassified to conform to the headings and classifications used in the September 30, 2002 financial statements. NOTE 2 - ACQUISITION/RESCISSION OF ACQUISITION On April 9, 2002, the Company entered into a share exchange agreement with KyoMedix Corporation ("KyoMedix"). The agreement called for the Company to issue 15,166,550 shares of common stock to the shareholders of KyoMedix for all of the issued and outstanding shares of common stock of KyoMedix. The agreement also called for the repurchase and cancellation of 746,592 shares of common stock for a $250,000 note payable and effecting a 4-for-1 forward stock split. The $250,000 note payable was due 90 days from signing and was secured by 13,916,000 shares of common stock of the Company. Any unpaid portion of the note was to accrue interest at 10% per annum after the 90-day term. The agreement also called for the resignation of the Company's officers and directors, the adoption of the 2002 Stock Plan of KyoMedix, changing the name of the Company to KyoMedix, Inc. and the grant of similar options to replace the options previously granted by KyoMedix. The acquisition closed April 9, 2002; however, subsequently, former and current shareholders of the Company sued to rescind the merger claiming that certain conditions of the agreement were not satisfied. On November 11, 2002, the Company signed a Compromise and Settlement Agreement and the Company cancelled the 15,166,550 shares of common stock that had been issued to the shareholders of KyoMedix. As part of the rescission agreement, the Company reissued 746,592 shares of common stock to the previous shareholder and the $250,000 note payable was voided. As part of the rescission agreement, the Company's former officers and directors were re- appointed, the adoption of the 2002 Stock Plan of KyoMedix was voided and options granted to KyoMedix option holders were cancelled. The financial statements have been restated to reflect the acquisition as having been rescinded. 6 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 3 - COMMON STOCK The Company issued 91,452 shares of stock upon incorporation for $57,576. During the year ended June 30, 1989 the Company issued 96,640 shares of common stock for $1,200. During 1996, the Company issued 611,908 shares of common stock for consulting fees valued at $38,000 (or $.25 per share) resulting in a change in control of the Company. During the year ended June 30, 1998, the Company issued 142,000 shares of common stock for services rendered. Total proceeds amounted to $1,255 (or $.04 per share). The Company previously reported the issuance as 140,000 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 2,000 shares of common stock related to services previously rendered. In January 2000, the board of directors approved a compensation agreement that included the issuance of a total of 400,000 shares of common stock to two shareholders, 200,000 to each, for services rendered which were valued at $1,000. The shares were issued in August 2000 for $.0025 per share. Stock Splits - 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. On April 4, 2002, the Company effected a 4 for 1 forward stock split. The financial statements for all periods presented have been restated to reflect these stock splits. 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 September 30, 2002, unused operating loss carryforwards of approximately $73,300, which may be applied against future taxable income and which expire in various years through 2023. 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, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $24,900 and $24,800 at September 30, 2002 and June 30, 2002, respectively, resulting in a change in the valuation allowance of approximately $100 during the three months ended September 30, 2002. 7 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 5 - RELATED PARTY TRANSACTIONS Management Compensation - During the three months ended September 30, 2002 and 2001, the Company did not pay any compensation to its officers and directors. 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 Officers - The Company's president has paid expenses on behalf of the Company in the amount of $1,595 during the three months ended September 30, 2002. At September 30, 2002, the total amount owed to the Company's president was $32,721. This amount bears no interest and is due when the funds are available. Accounts Payable - A shareholder of the Company provides legal services to the Company. At September 30, 2002, the value of the services rendered but unpaid is $39,317. This amount bears no interest and is due when the funds are available. NOTE 6 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception, has current liabilities in excess of current assets 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. 8 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 7 - LOSS PER SHARE The following data show the amounts used in computing loss per share for the periods presented: For the Three From Inception Months Ended on July 31, 1984, September 30, through _______________ September 30, 2002 2001 2002 _______________ ______________ Loss from continuing operations available to common stockholders (numerator) $ (365)$(3,536) $ (174,649) _______ _______ ______________ Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 1,342,000 1,342,000 476,044 _________ _________ ______________ Dilutive 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 loss per share. NOTE 8 - SUBSEQUENT EVENT On November 11, 2002, the Company signed a Compromise and Settlement Agreement and the Company cancelled the 15,166,550 shares of common stock that had been issued to the shareholders of KyoMedix [See Note 2]. As part of the rescission agreement, the Company reissued 746,592 shares of common stock to the previous shareholder and the $250,000 note payable was voided. As part of the rescission agreement, the Company's former officers and directors were re- appointed, the adoption of the 2002 Stock Plan of KyoMedix was voided and options granted to KyoMedix option holders were cancelled. The financial statements have been restated to reflect the acquisition as having been rescinded. 9 Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ We are presently attempting to determine which industries or areas where we should concentrate our business efforts, and at that determination, will formulate our business plan and commence operations. During the next 12 months, our only foreseeable cash requirements will relate to maintaining our Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture. Our Company may be required to sell shares of our common stock to "accredited" or "sophisticated" investors or borrow from members of management, as we have done in the past for the payment of expenses related to these matters. Results of Operations. - ---------------------- During the quarterly period ended September 30, 2002, we had no business operations. During this period, we received total revenues of $0 and had a net loss of $(365). There were also no revenues during the same quarter of 2001. Liquidity. - ---------- At September 30, 2002, we had no current assets, with total current liabilities of $72,038. Total stockholder's equity was $(72,038). In order to meet its expenses during the next 12 months, management expects that we may be required to sell shares of our common stock to "accredited" or "sophisticated" investors or borrow from members of our management, as we have done in the past, to pay required expenses. Item 3. Controls and Procedures. - ---------------------------------- (a) Evaluation of Disclosure Controls and Procedures Our President and Secretary/Treasurer have evaluated our Company's disclosure controls and procedures as of November 14, 2002, and they concluded that these controls and procedures are effective. (b) Changes in Internal Controls There are no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to November 14, 2002. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ---------------------------- None; not applicable. Item 2. Changes in Securities. - -------------------------------- See Item 5. 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. - ---------------------------- On April 9, 2002, following a four for one forward split, effected by dividend, of our outstanding securities, we; KyoMedix Corporation, a Delaware corporation ("KyoMedix"), and Atlantic Capital Partners Inc. and Health Sciences International Inc., shareholders of KyoMedix (the "KyoMedix Stockholders"), executed a Share Exchange Agreement (the "Kyomedix Agreement") whereby 100% of the issued and outstanding shares of common stock of KyoMedix were converted into and exchanged for 15,166,550 of our post-dividend shares of common stock or approximately 96% of our post-Kyomedix Agreement outstanding securities, taking into account the cancellation pursuant to the Kyomedix Agreement of 186,648 pre-dividend shares of our common stock that were owned by David C. Merrell, our President and one of our directors. For additional information regarding the Kyomedix Agreement, see our 8-K Current Report dated April 9, 2002, which was filed with the Securities and Exchange Commission on April 25, 2002, and which is incorporated herein by reference. See Item 6. Effective November 11, 2002, following the filing of legal proceedings by Mr. Merrell and pursuant to a Compromise and Settlement Agreement, the Kyomedix Agreement was rescinded by the parties and declared null and void; all shares issued and exchanged by us thereunder were canceled; and the parties were placed in substantially the same positions that they were respectively in immediately prior to the closing, with the exception that we retained the four for one forward split of our outstanding securities. Following the cancellation of all shares issued under the Kyomedix Agreement and the re-issuance of the 186,648 pre-dividend shares canceled by Mr. Merrell (amounting to 746,592 shares with the dividend), our outstanding securities amounted to 1,342,000 shares. For additional information regarding this Compromise and Settlement Agreement, see our 8-K Current Report dated April 9, 2002, which was filed with the Securities and Exchange Commission on November 13, 2002, and which is incorporated herein by reference. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. None. (b) Reports on Form 8-K. Form 8-K Current Report dated April 9, 2002* Form 8-KA Current Report dated April 9, 2002* *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: 11/14/02 By/S/David C. Merrell -------------- ------------------------------------- David C. Merrell Director and President Date: 11/14/02 By/S/Todd D. Ross -------------- ------------------------------------- Todd D. Ross Director and Treasurer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David C. Merrell, President of First Deltavision, Inc. (the "Registrant"), certify that: 1. I have reviewed this Quarterly Report on Form 10-KSB of the Registrant; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 14, 2002 Signature:/s/David C. Merrell David C. Merrell President CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Todd D. Ross, Secretary/Treasurer of First Deltavision, Inc. (the "Registrant"), certify that: 1. I have reviewed this Quarterly Report on Form 10-KSB of the Registrant; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 14, 2002 Signature:/s/Todd D. Ross Todd D. Ross Secretary/Treasurer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of First Deltavision, Inc. (the "Registrant") on Form 10-KSB for the fiscal year ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof, we, David C. Merrell, President and Chief Executive Officer, and Todd D. Ross, Secretary/Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief: (1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant. Dated: November 14, 2002 Signature:/s/David C. Merrell David C. Merrell President Dated: November 14, 2002 Signature:/s/Todd D. Ross Todd D. Ross Secretary/Treasurer -----END PRIVACY-ENHANCED MESSAGE-----