-----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, FPL3c77L8d5wZfDG/TLbRvVt7Mc1MX1CHx4hYjlqKOLs0NEUocYQBEXsqQ+YXR5z 4i3NgjnyrbCOP3n3gUZUaA== 0001010412-97-000137.txt : 19971217 0001010412-97-000137.hdr.sgml : 19971217 ACCESSION NUMBER: 0001010412-97-000137 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19971216 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DELTAVISION INC CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-23511 FILM NUMBER: 97739050 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 10SB12G 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB Registration Statement on Form 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS FIRST DELTAVISION, INC. ----------------------- (Name of Small Business Issuer as specified in its charter) NEVADA 87-0412182 ------ ---------- (State or other jurisdiction of (I.R.S. incorporation or organization) Employer I.D. No.) 9005 Cobble Canyon Lane Sandy, Utah 84093 --------------------------- (Address of Principal Executive Office) Issuer's Telephone Number, including Area Code: (801) 942-0555 Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: $0.001 par value common stock ----------------------------- Title of Class DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein. PART I Item 1. Description of Business. - --------------------------------- Business Development. - --------------------- First Deltavision, Inc. (the "Company") was organized under the laws of the State of Utah on July 31, 1984, under the name "Aquachlor Marketing Inc." The Company was incorporated primarily to engage in the sale, marketing and manufacturing of an electronic chlorinator for swimming pools and food processing and the sale of swimming pool and food processing equipment and supplies. The Company was initially authorized to issue a total of 50,000 shares of common stock having no par value. On October 21, 1988, the Company completed an Agreement and Plan of Reorganization (the "Plan")with Deltavision, a partnership ("Deltavision"). The Company agreed to issue 1,200,000 shares of its common stock and to pay $150,000, in the form of a five year note at ten percent annual interest, for all of the technology of Deltavision. An amendment to the Articles of Incorporation of the Company on December 9, 1988, increased its authorized shares to 50,000,000 and the par value to $0.001, and provided for a five for one forward split of the outstanding securities. Copies of the initial Articles of Incorporation and this amendment are attached hereto and incorporated herein by reference. See Part III, Item 1. On December 23, 1988, the Company merged with a Nevada corporation of the same name which was formed by the Company for the purpose of changing its domicile. On the same date, the Company also amended its Articles of Incorporation to change its name to "Deltavision, Inc." Copies of the Agreement of Merger and this amendment are attached hereto and incorporated herein by reference. See Part III, Item 1. The business operations of the Company succeeded to on the acquisition of Deltavision proved unsuccessful, and the Company was dormant from 1989 until May of 1996. On May 27, 1996, at a Special Meeting of the Board of Directors, the Board authorized the issuance of a total of 38,000,000 "unregistered" and "restricted" shares of its common stock for services rendered by David C. Merrell, Todd D. Ross and Jerry Peterson. Mr. Merrell and Mr. Ross are directors and executive officers of the Company. See Part I, Items 4 and 5. The Company applied with the State of Nevada for revival of the Company's charter, effective March 25, 1997, and the name "Deltavision, Inc." was not available at the time of the revival; the Company applied for revival under the name "First Deltavision, Inc." in accordance with the Nevada Revised Statutes. A copy of the Application of Revival is attached hereto and incorporated herein by reference. See Part III, Item 1. On April 23, 1997, the Board of Directors unanimously resolved to execute a written compensation agreement (the "Consulting Compensation Agreement") authorizing the issuance of 30,000 post-split (see the following paragraph) shares as follows: Leonard W. Burningham, Esq., 20,000 shares; Branden T. Burningham, Esq., 3,500 shares; Sheryl Ross, 3,500 shares and Bradley C. Burningham, 3,000 shares. Messrs. Leonard W. and Branden T. Burningham are father and son, respectively, and are both practicing lawyers, who provided legal services; Bradley C. Burningham is also the son of Leonard W. Burningham, and is employed by his father as a "due diligence" consultant; and Ms. Ross is Leonard W. Burningham's office manager, who provided miscellaneous services for the benefit of the Company. On May 6, 1997, the Company's Board of Directors unanimously approved a 248.339 for one reverse split of its outstanding common voting stock, while retaining the authorized shares and par value at current numbers, with appropriate adjustments in the stated capital and capital surplus accounts of the Company. Fractional shares were rounded up to the nearest whole share, with no stockholder's holdings to be reduced to less than 100 shares as a result of the reverse split, and those stockholders who presently owned less than 100 shares prior to the reverse split would not be affected thereby. Additional shares required for rounding were deducted from the holdings of David C. Merrell, the Company's President and one of its directors. An amendment to the Certificate of Incorporation of the Company was filed with the State of Nevada on May 6, 1997, respecting the reverse split, and a copy of thereof is attached hereto and incorporated herein by reference. See Part III, Item 1. All references to outstanding common stock hereafter take into account this reverse split. On October 15, 1997, the Board of Directors unanimously resolved to issue 5,000 "unregistered" and "restricted" shares of its common stock to Raymond Wilson as additional consideration for his release of any and all liabilities owed to him by the Company; Mr. Wilson was formerly a director and executive officer of the Company and was the party to whom the Company executed and delivered its $150,000 promissory note on the completion of the acquisition of Deltavision. It also resolved to issue 1,000 "unregistered" and "restricted" shares of its common stock to Victor Ivachin, a non-affiliated party, for services rendered and valued at par value. Taking into account the reverse split, the issuance of the 30,000 shares to the foregoing consultants and the issuance of the 6,000 shares in the preceding paragraph, there are 235,000 outstanding shares of the Company's common stock. Business. - --------- Other than the above-referenced matters and seeking and investigating potential assets, property or business to acquire, the Company has had no business operations for the past eight fiscal years. To the extent that the Company intends to continue to seek the acquisition of assets, property or business that may benefit the Company and its stockholders, it is essentially a "blank check" company. Because the Company has limited assets and conducts no material business, management anticipates that any such acquisition would require it to issue shares of its common stock as the sole consideration for the acquisition. This may result in substantial dilution of the shares of current stockholders. The Company's Board of Directors shall make the final determination whether to complete any such acquisition; the approval of stockholders will not be sought unless required by applicable laws, rules and regulations, its Articles of Incorporation or Bylaws, or contract. The Company makes no assurance that any future enterprise will be profitable or successful. The Company is not currently engaging in any substantive business activity and has no plans to engage in any such activity in the foreseeable future. In its present form, the Company may be deemed to be a vehicle to acquire or merge with a business or company. The Company does not intend to restrict its search to any particular business or industry, and the areas in which it will seek out acquisitions, reorganizations or mergers may include, but will not be limited to, the fields of high technology, manufacturing, natural resources, service, research and development, communications, transportation, insurance, brokerage, finance and all medically related fields, among others. The Company recognizes that the number of suitable potential business ventures that may be available to it may be extremely limited, and may be restricted to entities who desire to avoid what may be deemed to be the adverse factors related to an initial public offering ("IPO"). The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations. Any of these types of entities, regardless of their prospects, would require the Company to issue a substantial number of shares of its common stock to complete any such acquisition, reorganization or merger, usually amounting to between 80 and 95 percent of the outstanding shares of the Company following the completion of any such transaction; accordingly, investments in any such private entity, if available, would be much more favorable than any investment in the Company. In the event that the Company engages in any transaction resulting in a change of control of the Company and/or the acquisition of a business by purchase, reorganization or merger, the Company will be required to file with the Securities and Exchange Commission (the "Commission") a Current Report on Form 8-K within 15 days of such transaction. A filing on Form 8-K also requires the filing of audited financial statements of the acquired venture, as well as pro forma financial information consisting of a pro forma condensed balance sheet, pro forma statements of income and accompanying explanatory notes, within 75 days of the date of any such report. Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to an analysis of the quality of the entity's management personnel; the anticipated acceptability of any new products or marketing concepts; the merit of technological changes; its present financial condition, projected growth potential and available technical, financial and managerial resources; its working capital, history of operations and future prospects; the nature of its present and expected competition; the quality and experience of its management services and the depth of its management; its potential for further research, development or exploration; risk factors specifically related to its business operations; its potential for growth, expansion and profit; the perceived public recognition or acceptance of its products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately analyze, let alone describe or identify, without referring to specific objective criteria. Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty. Management or its legal counsel and authorized representatives will attempt to meet personally with management and key personnel of the entity sponsoring any business opportunity afforded to the Company, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management and minimal resources to engage others, these activities may be limited. The Company is unable to predict the time as to when and if it may actually participate in any specific business endeavor. The Company anticipates that proposed business ventures will be made available to it through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker-dealers in securities, venture capital personnel, members of the financial community and others who may present unsolicited proposals. In certain cases, the Company may agree to pay a finder's fee or to otherwise compensate the persons who submit a potential business endeavor in which the Company eventually participates. Such persons may include the Company's directors, executive officers, beneficial owners or their affiliates. In this event, such fees may become a factor in negotiations regarding a potential acquisition and, accordingly, may present a conflict of interest for such individuals. Although the Company has not identified any potential acquisition target, the possibility exists that the Company may acquire or merge with a business or company in which the Company's executive officers, directors, beneficial owners or their affiliates may have an ownership interest. Current Company policy does not prohibit such transactions. Because no such transaction is currently contemplated, it is impossible to estimate the potential pecuniary benefits to these persons. Further, substantial fees are often paid in connection with the completion of these types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $250,000. These fees are usually divided among promoters or founders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of the shares of common stock owned by them. In the event that such fees are paid, they may become a factor in negotiations regarding any potential acquisition by the Company and, accordingly, may present a conflict of interest for such individuals. Risk Factors. - ------------- In any business venture, there are substantial risks specific to the particular enterprise and which cannot be ascertained until a potential acquisition, reorganization or merger candidate has been identified; however, at a minimum, the Company's present and proposed business operations will be highly speculative and subject to the same types of risks inherent in any new or unproven venture, and will include those types of risk factors outlined below. Extremely Limited Assets; No Source of Revenue. The Company has virtually no assets and has had no revenue for the past eight fiscal years or to the date hereof. Nor will the Company receive any revenues until it completes an acquisition, reorganization or merger, at the earliest. The Company can provide no assurance that any acquired venture will produce any material revenues for the Company or its stockholders or that any such venture will operate on a profitable basis. Discretionary Use of Proceeds; "Blank Check" Company. Because the Company is not currently engaged in any substantive business activities, as well as management's broad discretion with respect to the acquisition of assets, property or business, the Company may be deemed to be a "blank check" company. Although management intends to apply substantially all of the proceeds that it may receive through the issuance of stock or debt to a suitable acquisition, subject to the criteria identified above, such proceeds will not otherwise be designated for any more specific purpose. The Company can provide no assurance that any allocation of such proceeds will allow it to achieve its business objectives. Absence of Substantive Disclosure Relating to Prospective Acquisitions. Because the Company has not yet identified any assets, property or business that it may acquire, potential investors in the Company will have virtually no substantive information upon which to base a decision of whether to invest in the Company. Potential investors would have access to significantly more information if the Company had already identified a potential acquisition or if the acquisition target had made an offering of its securities directly to the public. The Company can provide no assurance that any investment in the Company will not ultimately prove to be less favorable than such a direct investment. Unspecified Industry and Acquired Business; Unascertainable Risks. To date, the Company has not identified any particular industry or business in which to concentrate its acquisition efforts. Accordingly, prospective investors currently have no basis to evaluate the comparative risks and merits of investing in the industry or business in which the Company may invest. To the extent that the Company may acquire a business in a high risk industry, the Company will become subject to those risks. Similarly, if the Company acquires a financially unstable business or a business that is in the early stages of development, the Company will become subject to the numerous risks to which such businesses are subject. Although management intends to consider the risks inherent in any industry and business in which it may become involved, there can be no assurance that it will correctly assess such risks. Uncertain Structure of Acquisition. Management has had no preliminary contact or discussions regarding, and there are no present plans, proposals or arrangements to acquire any specific assets, property or business. Accordingly, it is unclear whether such an acquisition would take the form of an exchange of capital stock, a merger or an asset acquisition. However, because the Company has virtually no resources as of the date of this Registration Statement, management expects that any such acquisition would take the form of an exchange of capital stock. See Part I, Item 2 of this Registration Statement. State Restrictions on "Blank Check" Companies. A total of 36 states prohibit or substantially restrict the registration and sale of "blank check" companies within their borders. Additionally, 36 states use "merit review powers" to exclude securities offerings from their borders in an effort to screen out offerings of highly dubious quality. See paragraph 8221, NASAA Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with all state securities laws, and plans to take the steps necessary to ensure that any future offering of its securities is limited to those states in which such offerings are allowed. However, these legal restrictions may have a material adverse impact on the Company's ability to raise capital because potential purchasers of the Company's securities must be residents of states that permit the purchase of such securities. These restrictions may also limit or prohibit stockholders from reselling shares of the Company's common stock within the borders of regulating states. By regulation or policy statement, eight states (Idaho, Maryland, Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of which are included in the group of 36 states mentioned above, place various restrictions on the sale or resale of equity securities of "blank check" or "blind pool" companies. These restrictions include, but are not limited to, heightened disclosure requirements, exclusion from "manual listing" registration exemptions for secondary trading privileges and outright prohibition of public offerings of such companies. In most jurisdictions, "blank check" and "blind pool" companies are not eligible for participation in the Small Corporate Offering Registration ("SCOR") program, which permits an issuer to notify the Commission of certain offerings registered in such states by filing a Form D under Regulation D of the Securities and Exchange Commission. All states (with the exception of Alabama, Delaware, Florida, Hawaii, Minnesota, Nebraska and New York) have adopted some form of SCOR. States participating in the SCOR program also allow applications for registration of securities by qualification by filing a Form U-7 with the states' securities commissions. Nevertheless, the Company does not anticipate making any SCOR offering or other public offering in the foreseeable future, even in any jurisdiction where it may be eligible for participation in SCOR despite its status as a "blank check" or "blind pool" company. The net effect of the above-referenced laws, rules and regulations will be to place significant restrictions on the Company's ability to register, offer and sell and/or to develop a secondary market for shares of the Company's common stock in virtually every jurisdiction in the United States. These restrictionsa should cease once and if the Company acquires a venture by purchase, reorganization or merger, so long as the business operations succeeded to involve sufficient activities of a specific nature. Management to Devote Insignificant Time to Activities of the Company. Members of the Company's management are not required to devote their full time to the affairs of the Company. Because of their time commitments, as well as the fact that the Company has no business operations, the members of management anticipate that they will devote an insignificant amount of time to the activities of the Company, at least until such time as the Company has identified a suitable acquisition target. Conflicts of Interest; Related Party Transactions. Although the Company has not identified any potential acquisition target, the possibility exists that the Company may acquire or merge with a business or company in which the Company's executive officers, directors, beneficial owners or their affiliates may have an ownership interest. Such a transaction may occur if management deems it to be in the best interests of the Company and its stockholders, after consideration of the above referenced factors. A transaction of this nature would present a conflict of interest to those parties with a managerial position and/or an ownership interest in both the Company and the acquired entity, and may compromise management's fiduciary duties to the Company's stockholders. An independent appraisal of the acquired company may or may not be obtained in the event a related party transaction is contemplated. Furthermore, because management and/or beneficial owners of the Company's common stock may be eligible for finder's fees or other compensation related to potential acquisitions by the Company, such compensation may become a factor in negotiations regarding such potential acquisitions. Voting Control. Due to his ownership of a majority of the Company's outstanding voting securities, David C. Merrell, the President and a director of the Company, has the ability to elect all of the Company's directors, who in turn elect all executive officers, without regard to the votes of other stockholders. Mr. Merrell's present beneficial ownership amounts to approximately 58% of the outstanding voting securities of the Company. See Part I, Item 4. No Market for Common Stock; No Market for Shares. Although the Company intends to submit for listing of its common stock on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD"), there is currently no market for such shares; and there can be no assurance that such a market will ever develop or be maintained. Any market price for shares of common stock of the Company is likely to be very volatile, and numerous factors beyond the control of the Company may have a significant effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price of the Company's common stock in any market that may develop. There has been no "established public market" for the Company's common stock during the past seven years; the last quotations for securities of the Company appeared in the "Pink Sheets" of the National Quotations Bureau, Inc. during the last quarter of 1989 and the first quarter of 1990. At such time as the Company completes an acquisition, reorganization or merger transaction, if at all, it may attempt to qualify for listing on either NASDAQ or a national securities exchange. However, at least initially, any trading in its common stock will most likely be conducted in the over-the-counter market in the "Pink Sheets" or the OTC Bulletin Board of the NASD. Risks of "Penny Stock." The Company's common stock may be deemed to be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the Commission. Penny stocks are stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) 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, as amended, and Reg. Section 240.15g-2 of the 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 effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock." Moreover, Reg. Section 240.15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company's common stock to resell their shares to third parties or to otherwise dispose of them. Principal Products and Services. - -------------------------------- The limited business operations of the Company, as now contemplated, involve those of a "blank check" company. The only activities to be conducted by the Company are to manage its current limited assets and to seek out and investigate the acquisition of any viable business opportunity by purchase and exchange for securities of the Company or pursuant to a reorganization or merger through which securities of the Company will be issued or exchanged. Distribution Methods of the Products or Services. - ------------------------------------------------- Management will seek out and investigate business opportunities through every reasonably available fashion, including personal contacts, professionals, securities broker-dealers, venture capital personnel, members of the financial community and others who may present unsolicited proposals; the Company may also advertise its availability as a vehicle to bring a company to the public market through a "reverse" reorganization or merger. Status of any Publicly Announced New Product or Service. - -------------------------------------------------------- None; not applicable. Competitive Business Conditions. - -------------------------------- Management believes that there are literally thousands of "blank check" companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets. There is no reasonable way to predict the competitive position of the Company or any other entity in the strata of these endeavors; however, the Company, having limited assets and cash reserves, will no doubt be at a competitive disadvantage in competing with entities which have recently completed IPO's, have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by the Company for the past several years. Sources and Availability of Raw Materials and Names of Principal Suppliers. - ----------- None; not applicable. Dependence on One or a Few Major Customers. - ------------------------------------------- None; not applicable. Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts. - ------------------------------ None; not applicable. Need for any Governmental Approval of Principal Products or Services. - --------- Because the Company currently produces no products or services, it is not presently subject to any governmental regulation in this regard. However, in the event that the Company engages in a merger or acquisition transaction with an entity that engages in such activities, it will become subject to all governmental approval requirements to which the merged or acquired entity is subject. Effect of Existing or Probable Governmental Regulations on Business. - --------- The integrated disclosure system for small business issuers adopted by the 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 million; 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 million or more. The 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. The present laws, rules and regulations designed to promote availability to the small business issuer of these capital markets and similar laws, rules and regulations that may be adopted in the future will substantially limit the demand for "blank check" companies like the Company, and may make the use of these companies obsolete. Research and Development. - ------------------------- None; not applicable. Cost and Effects of Compliance with Environmental Laws. - ------------------------------------------------------- None; not applicable. However, environmental laws, rules and regulations may have an adverse effect on any business venture viewed by the Company as an attractive acquisition, reorganization or merger candidate, and these factors may further limit the number of potential candidates available to the Company for acquisition, reorganization or merger. Number of Employees. - -------------------- None. Item 2. Management's Discussion and Analysis or Plan of Operation. - ---------- ----------------------------------------------------- Plan of Operation. - ------------------ The Company has not engaged in any material operations or had any revenues from operations during the past eight fiscal years. The Company's plan of operation for the next 12 months is to continue to seek the acquisition of assets, property or business that may benefit the Company and its stockholders. Because the Company has virtually no resources, management anticipates that to achieve any such acquisition, the Company will be required to issue shares of its common stock as the sole consideration for any such venture. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to the Company. Because the Company has not identified any such venture as of the date of this Registration Statement, it is impossible to predict the amount of any such loan. However, any such loan will not exceed $25,000 and will be on terms no less favorable to the Company than would be available from a commercial lender in an arm's length transaction. As of the date of this Registration Statement, the Company has not actively begun to seek any such venture. Results of Operations. - --------------------- The Company has had no material operations since 1989. Losses of ($118), ($38,118) and ($7,940), respectively, for the fiscal years ended June 30, 1995, 1996 and 1997, resulted from the issuance of shares of common stock of the Company for services rendered. These services primarily related to maintaining the Company in good standing and "due diligence" activities respecting its history and past operations. Liquidity. - --------- The Company had no liquidity during the fiscal years ended June 30, 1996 and 1995. Advances by a director and executive officer during the fiscal year ended June 30, 1997, amounted to $4,151, and were utilized for miscellaneous expenses, filing fees and franchise taxes. Item 3. 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 this Registration Statement and the accompanying 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 4. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------------------ Security Ownership of Certain Beneficial Owners. - ------------------------------------------------ The following table sets forth the shareholdings of those persons who own more than five percent of the Company's common stock as of the date hereof, to wit:
Number of Shares Percentage Name and Address Beneficially Owned of Class - ---------------- ------------------ -------- David C. Merrell 136,648 58.148% 9005 Cobble Canyon Ln. Sandy, Utah 84093 Leonard W. Burningham 20,000 8.500% 455 East 500 South Suite #205 Salt Lake City, Utah 84111
Security Ownership of Management. - --------------------------------- The following table sets forth the shareholdings of the Company's directors and executive officers as of the date hereof, to wit: Number of Shares Beneficially Owned Percentage of Name and Address as of 12/31/96 of Class - ---------------- ------------------ ------------- [S] [C] [C] David C. Merrell 136,648 58.148% 9005 Cobble Canyon Ln. Sandy, Utah 84093 Todd D. Ross 4,027 1.713% 38 South 1650 West Ceder City, Utah 84720 Totals: 140,675 59.86% See the caption "Directors, Executive Officers, Promoters and Control Persons," below, Part I, Item 5, for information concerning the offices or other capacities in which the foregoing persons serve with the Company. Changes in Control. - ------------------- There are no present arrangements or pledges of the Company's securities which may result in a change in control of the Company. Item 5. Directors, Executive Officers, Promoters and Control Persons. - -------- ------------------------------------------------------------- Identification of Directors and Executive Officers. - --------------------------------------------------- The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders (held in May of each year) or until their successors are elected or appointed and qualified, or their prior resignation or termination. Date of Date of Positions Election or Termination Name Held Designation or Resignation - ---- ---- ----------- -------------- David C. Merrell Director and 5/21/96 * President Todd D. Ross Director and 5/21/96 * Sec'y/Treasurer
* These persons presently serve in the capacities indicated. Business Experience. - -------------------- David C. Merrell. 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. 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. Significant Employees. - ---------------------- The Company has no employees who are not executive officers. 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. - ----------------------------------------- During the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company: (1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; (2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. Item 6. Executive 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) (d) (e) (f) (g) (h) (I) Securities All Other Underlying Other Name and Year or Annual Restricted Options/ LTIP Compen- Principal Period Salary Bonus Compen- Stock SAR's (#) Payouts sation Position Ended ($) ($) sation($) Awards($) (1) ($) - ------------------------------------------------------------------------------------------------- David C. Merrell 6/30/96 0 0 0 (1) 0 0 0 President 6/30/97 0 0 0 0 0 0 0 Director 9/30/97 0 0 0 0 0 0 0 Todd D. Ross 6/30/96 0 0 0 (1) 0 0 0 Sec./Treasurer, 6/30/97 0 0 0 0 0 0 0 Director 9/30/97 0 0 0 0 0 0 0 Raymond Wilson 6/30/96 0 0 0 0 0 0 0 Former Sec/Tres 6/30/97 0 0 0 0 0 0 0 Former Director 9/30/97 0 0 0 (2) 0 0 0
(1) In May, 1996, 136,648 and 4,027 "unregistered" and "restricted" shares of the Company's common stock, were respectively issued to David C. Merrell and Todd R. Ross in consideration of services rendered. See the caption "Business Development" of this Registration Statement, Part I, Item 1. (2) In October, 1997, the Company issued 5,000 "unregistered" and "restricted" shares of its common stock to Raymond Wilson as additional consideration for his release of any and all liabilities owed to him by the Company. See the caption "Business Development" of this Registration Statement, Part I, Item 1. No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to the Company's management during the fiscal years ended June 30, 1997 or 1996, or the period ending on the date of this Registration Statement. Further, no member of the Company's management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within 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. Employment Contracts and Termination of Employment and Change-in-Control Arrangements. - ------------------------------- There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company, with respect to any director or executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or its subsidiaries, any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company. Item 7. Certain Relationships and Related Transactions. - -------------------------------------------------------- Transactions with Management and Others. - ---------------------------------------- There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company's common stock, or any member of the immediate family of any of the foregoing persons, had a material interest. However, see the captions "Business Development" and "Executive Compensation" of this Registration Statement, Part I, Items 1 and 6, respectively. Certain Business Relationships. - ------------------------------- There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company's common stock, or any member of the immediate family of any of the foregoing persons, had a material interest. However, see the captions "Business Development" and "Executive Compensation" of this Registration Statement, Part I, Items 1 and 6, respectively. Indebtedness of Management. - --------------------------- There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company's common stock, or any member of the immediate family of any of the foregoing persons, had a material interest. However, see the captions "Business Development" and "Executive Compensation" of this Registration Statement, Part I, Items 1 and 6, respectively. Parents of the Issuer. - ---------------------- The Company has no parents. See the caption "Business Development," Part I, Item 1, of this Registration Statement. Transactions with Promoters. - ---------------------------- There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest. However, see the captions "Business Development" and "Executive Compensation" of this Registration Statement, Part I, Items 1 and 6, respectively. Item 8. Description of Securities. - ----------------------------------- The Company has one class of securities authorized, consisting of 50,000,000 shares of one mill ($0.001) par value common voting stock. The holders of the Company's common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of stockholders. The shares of common stock do not carry cumulative voting rights in the election of directors. Stockholders of the Company have no pre-emptive rights to acquire additional shares of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation of the Company, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. All shares of the common stock now outstanding are fully paid and non-assessable. There are no outstanding options, warrants or calls to purchase any of the authorized securities of the Company. There is no provision in the Company's Articles of Incorporation, as amended, or Bylaws, as amended, that would delay, defer, or prevent a change in control of the Company. PART II Item 1. Market Price of and Dividends on the Company's Common Equity and Other Stockholder Matters. - -------------------------------------- Market Information. - ------------------- There has never been any established "public market" for shares of common stock of the Company. The Company intends to submit for listing on the OTC Bulletin Board of the National Association of Securities Dealers ("NASD"); however, management does not expect any public market to develop unless and until the Company completes an acquisition, reorganization or merger. In any event, no assurance can be given that any market for the Company's common stock will develop or be maintained. If a public market ever develops in the future, the sale of "unregistered" and "restricted" shares of common stock pursuant to Rule 144 of the Commission by members of management may have a substantial adverse impact on any such public market, and current members of management have already satisfied the "holding period" requirement of Rule 144. See the caption "Security Ownership of Certain Beneficial Owners," Part I, Item 4, of this Registration Statement. Holders. - -------- The number of record holders of the Company's securities as of the date of this Registration Statement is approximately 166. Dividends. - ---------- The Company has not declared any cash dividends with respect to its common stock or its preferred stock, and does not intend to declare dividends in the foreseeable future. The future dividend policy of the Company cannot be ascertained with any certainty, and if and until the Company completes any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, the Company's ability to pay dividends on its securities. Item 2. Legal Proceedings. - --------------------------- The Company is not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. Item 3. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - ------------------------------------ There have been no changes in the Company's principal independent accountant in the past two fiscal years or as of the date of this Registration Statement. The current accounting firm for the Company audited its last financial statements for the years ended June 30, 1988 and 1987, and the period ended May 8, 1989. Item 4. Recent Sales of Unregistered Securities. - ------------------------------------------------- All sales of "unregistered" securities for the past three years are outlined in Part I, Item 1, under the caption "Business Development." The persons to whom "unregistered" securities where sold are as follows: David C. Merrell, Todd D. Ross, Jerry Peterson, Raymond Wilson and Victor Ivashin. With the exception of Jerry Peterson and Victor Ivashin (persons believed to be "accredited investors" or "sophisticated investors," who by reason of business acumen, experience, employment, education or other factors, were fully capable of evaluating the risks and merits of an investment in the Company's securities), each of these persons is a current or former director and executive officer of the Company and had access to all material information regarding the Company prior to the offer or sale of these securities. 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. Item 5. Indemnification of Directors and Officers. - --------------------------------------------------- Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any director, officer, employee, or corporate agent "who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation" due to his or her corporate role. Section 78.751(1) extends this protection "against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful." Section 78.751(2) of the NRS also authorizes indemnification of the reasonable defense or settlement expenses of a corporate director, officer, employee or agent who is sued, or is threatened with a suit, by or in the right of the corporation. The party must have been acting in good faith and with the reasonable belief that his or her actions were not opposed to the corporation's best interests. Unless the court rules that the party is reasonably entitled to indemnification, the party seeking indemnification must not have been found liable to the corporation. To the extent that a corporate director, officer, employee, or agent is successful on the merits or otherwise in defending any action or proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS requires that he be indemnified "against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense." Section 78.751 (4) of the NRS limits indemnification under Sections 78.751 (1) and 78.751(2) to situations in which either (1) the stockholders, (2)the majority of a disinterested quorum of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances. Pursuant to Section 78.751(5) of the NRS, the corporation may advance an officer's or director's expenses incurred in defending any action or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(6)(b) extends the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as their heirs, executors, and administrators. Regardless of whether a director, officer, employee or agent has the right to indemnity, Section 78.752 allows the corporation to purchase and maintain insurance on his behalf against liability resulting from his or her corporate role. PART F/S Index to Financial Statements Report of Certified Public Accountants Financial Statements - -------------------- (I) Audited Financial Statements September 30, 1997, June 30, 1997, 1996 and 1995 -------- Independent Auditors' Report Balance Sheets Statements of Operations Statements of Stockholders' Equity Statements of Cash Flows Notes to the Financial Statements PART III Item 1. Index to Exhibits. - --------------------------- The following exhibits are filed as a part of this Registration Statement:
Exhibit Number Description* - ------ ------------ 2 Agreement of Merger, dated December 23, 1988 3.1 Articles of Incorporation of Aquachlor Marketing, Inc.(Utah), filed on July 31, 1984 3.2 Articles of Amendment to Articles of Incorporation (Utah), filed on December 9, 1988 3.3 Articles of Incorporation of Aquachlor Marketing, Inc.(Nevada), filed on December 20, 1988 3.4 Articles of Amendment to Articles of Incorporation (Nevada), filed on December 23, 1988 3.5 Application for Revival in the State of Nevada dated March 25, 1997 3.6 Articles of Amendment to Articles of Incorporation (Nevada), filed on May 6, 1997 10 Consultant Compensation Agreement, dated April 23, 1997 27 Financial Data Schedule
* Summaries of all exhibits contained within this Registration Statement are modified in their entirety by reference to these Exhibits. SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST DELTAVISION, INC. Date:12/11/97 By:/s/David C. Merrell ------------------------ David C. Merrell, Director and President Date:12/11/97 By:/s/Todd D. Ross ------------------------ Todd D. Ross, Director Secretary/Treasurer First Deltavision, Inc. (A Development Stage Company) Financial Statements September 30, 1997, June 30, 1997, 1996 and 1995 Schvaneveldt & Company Certified Public Accountant 275 East South Temple, #300 Salt Lake City, Utah 84111 801-521-2392 Darrell T. Schvaneveldt, CPA Independent Auditors Report Board of Directors First Deltavision, Inc. (A Development Stage Company) I have audited the accompanying balance sheets of First Deltavision, Inc., as of September 30, 1997, June 30, 1997, 1996 and 1995, and the related statements of operations, stockholders equity, and cash flows for the period July 1, 1997 to September 30, 1997, and the years ended June 30, 1997, 1996 and 1995. These financial statements are the responsibility of the Company s management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of First Deltavision, Inc., as of September 30, 1997, June 30, 1997, 1996, and 1995, and the results of its operations and its cash flows for the period July 1, 1997 to September 30, 1997, and the years ended June 30, 1997, 1996 and 1995, 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 #6 to the financial statements, the Company has an accumulated deficit and a negative net worth at September 30, 1997. These factors raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters are also discussed in Note #6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/Schvaneveldt & Company Salt Lake City, Utah October 13, 1997 First Deltavision, Inc. (A Development Stage Company) Balance Sheets September 30, 1997, June 30, 1997, 1996 and 1995
September June June June 30, 1997 30, 1997 30, 1996 30, 1995 Assets Current Assets $ -0- $ -0- $ -0- $ -0- Total Assets $ -0- $ -0- $ -0- $ -0- Liabilities & Stockholders Equity Current Liabilities Accounts Payable $ 4,739 $ 4,739 $ 950 $ 831 Due to Officers 4,151 4,151 -0- -0- Total Liabilities 8,890 8,890 950 831 Stockholders' Equity Common Stock 50,000,000 Shares Authorized: $0.001 Par Value 200,000 Shares and 47,013 Shares Issued & Outstanding Retroactively Restated Respectively 200 200 200 47 Paid In Capital 100,156 100,156 100,156 62,309 Accumulated Deficit (109,246) (109,246) (101,306) (63,187) Total Stockholders' Equity (8,890) (8,890) (950) (831) Total Liabilities & Stockholders Equity $ -0- $ -0- $ -0- $ -0-
First Deltavision, Inc. (A Development Stage Company) Statement of Operations For the Accumulated Period from Inception July 31, 1984 to September 30, 1997, & the Period July 1, 1997 to September 30, 1997, & the Fiscal Years Ended June 30, 1997, 1996 & 1995
September June June June Accumulated 30, 1997 30, 1996 30, 1996 30, 1995 Revenues $ -0- $ -0- $ -0- $ -0- $ -0- Expenses Amortization 320 -0- -0- -0- -0- Royalties 46,410 -0- -0- -0- -0- Travel 3,914 -0- -0- -0- -0- Taxes 1,644 -0- -0- 118 118 Consultant Fees 41,250 -0- 1,250 38,000 -0- Office 2,709 -0- 951 -0- -0- Professional Fees 3,689 -0- 3,489 -0- -0- Interest 668 -0- -0- -0- -0- Offering Costs 6,392 -0- -0- -0- -0- Transfer Agent Fees 2,250 -0- 2,250 -0- -0- Total Expenses 109,246 -0- 7,940 38,118 118 Net Loss $(109,246) $ -0- $ (7,940) $(38,188) $ (118) Loss Per Share $ .00 $ (.03) $ (.63) $ (.00) Weighted Average Shares Outstanding Retroactively Restated 200,000 200,000 60,854 47,023
First Deltavision, Inc. (A Development Stage Company) Statement of Stockholders Equity July 31, 1984 (Inception) to September 30, 1997
Common Stock Paid In Accumulated Shares Amount Capital Deficit Balance, July 31, 1984 -0- $ -0- $ -0- $ -0- Shares Issued to Incorporators for Cash Retroactively Restated 22,863 23 57,553 -0- Deficit for Year Ended June 30, 1985 (39,661) Balance, June 30, 1985 22,863 23 57,553 (39,661) Capital Contributed by Shareholder 2,536 Deficit for Year Ended June 30, 1986 (20,451) Balance, June 30, 1986 22,863 23 60,089 (60,112) No Operations Year Ended June 30, 1987 Balance, June 30, 1987 22,863 23 60,089 (60,112) No Operations Year Ended June 30, 1988 Balance, June 30, 1988 22,863 23 60,089 -0- Capital Contributed by Shareholder 1,044 Shares Issued for Cash $.0002 Per Share Retroactively Restated 24,160 24 1,176 Deficit for Year Ended June 30, 1989 (2,107) Balance, June 30, 1989 47,023 47 62,309 (62,219) Deficit for Year Ended June 30, 1990 (183) Balance, June 30, 1990 47,023 47 62,309 (62,402) Deficit for Year Ended June 30, 1991 (183) Balance June 30, 1991 47,023 47 62,309 (62,585) Deficit for Year Ended June 30, 1992 (183) Balance June 30, 1992 47,023 47 62,309 (62,768) Deficit for Year Ended June 30, 1993 (183) Balance June 30, 1993 47,023 47 62,309 (62,951) Deficit for Year Ended June 30, 1994 (119) Balance June 30, 1994 47,023 47 62,309 (63,070) Deficit for Year Ended June 30, 1995 (118) Balance June 30, 1995 47,023 47 62,309 (63,188) Shares Issued for Services Retroactively Restated 152,977 153 37,847 Deficit for Year Ended June 30, 1996 (38,118) Balance, June 30, 1996 200,000 200 100,156 (101,306) Deficit for Year Ended June 30, 1997 (7,940) Balance, June 30, 1997 200,000 200 100,156 (109,246) No Operations for Period Ended September 30, 1997 -0- Balance September 30, 1997 200,000 200 100,156 (109,246)
First Deltavision, Inc. (A Development Stage Company) Statement of Cash Flows For the Accumulated Period from Inception July 31, 1984 to September 30, 1997, & the Period July 1, 1997 to September 30, 1997, & the Fiscal Years Ended June 30, 1997, 1996 & 1995
September June June June Accumulated 30, 1997 30, 1997 30, 1996 30, 1995 Cash Flows from Operating Activities Net Loss $(109,246) $ -0- $ (7,940) $ (38,118) $ (118) Adjustments to Reconcile Net Cash Used by Operating Activities: Amortization 320 -0- -0- -0- -0- Non Cash Expenses 38,000 -0- -0- 38,000 -0- Changes in Operating Assets & Liabilities: Increase in Accounts Payable 4,739 -0- 3,789 118 118 Increase in Due to Officers 4,151 -0- 4,151 -0- -0- Net Cash Used by Operating Activities (62,036) -0- -0- -0- -0- Net Cash Used by Investing Activities Incorporation Costs (320) -0- -0- -0- -0- Net Cash Used by Investing Activities (320) -0- -0- -0- -0- Cash Flows from Financing Activities Cash from Sale of Common Stock 58,776 -0- -0- -0- -0- Contributed Capital 3,580 -0- -0- -0- -0- Net Cash Provided By Financing Activities 62,356 -0- -0- -0- -0- Increase in Cash -0- -0- -0- -0- -0- Cash at Beginning of Period -0- -0- -0- -0- -0- Cash at End of Period $ -0- $ -0- $ -0- $ -0- $ -0- Cash Disclosures from Operating Activities Interest $ 668 $ -0- $ -0- $ -0- $ -0- Taxes -0- -0- -0- -0- -0- Significant Non Cash Transactions Issued 152,977 Post Split Shares for Services $38,000 $ -0- $38,000 $ -0- $ -0-
First Deltavision, Inc. (A Development Stage Company) Notes to Financial Statements NOTE #1 - Corporate History The Company was incorporated in the State of Utah on July 31, 1984, under the name of Aquachlor Marketing, Inc. 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. NOTE #2 - Significant Accounting Policies A. The Company uses the accrual method of accounting. B. Revenues and directly related expenses will be recognized in the period when the goods are shipped to the customer. C. The Company considers all short term, highly liquid investments that are readily convertible, within three months, to known amounts as cash equivalents. The Company currently has no cash equivalents. D. Primary Earnings Per Share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully Diluted Earnings Per Shares shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates. E. Inventories: Inventories will be stated at the lower of cost, determined by the FIFO method or market. F. Depreciation: The cost of property and equipment will be depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements will be depreciated (amortized) over the lesser of the length of the related assets or the estimated lives of the assets. Depreciation will be computed on the straight line method for reporting purposes and for tax purposes. G. Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE #3 - Related Party Transactions The Company s President has advanced the Company funds to pay current costs. These advanced funds are due to the President when funds become available and bears no interest. NOTE #4 - Net Operating Loss Carryforward for Income Tax Purposes The Company has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. These losses are as follows: Expiration Year of Loss Amount Date 1985 $ 39,661 2000 1986 20,451 2001 1987 -0- 1988 -0- 1989 2,107 2004 1990 183 2005 1991 183 2006 1992 183 2007 1993 183 2008 1994 119 2009 1995 118 2010 1996 38,118 2011 1997 6,690 2012 The Company has adopted FASB 109 to account for income taxes. The Company currently has no issues that create timing differences that would mandate deferred tax expenses. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carryforwards an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. 1997 1996 1995 Current Tax Assets Value of Net Operating Loss Carryforwards at Current Prevailing Federal Tax Rate $ 25,368 $ 22,759 $ 10,797 Evaluation Allowance (25,368) (22,759) (10,797) Net Tax Assets -0- -0- -0- Current Income Tax Expense -0- -0- -0- Deferred Income Tax Benefit -0- -0- -0- NOTE #5 - Common Stock Transaction The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $0.001 per share. On December 9, 1988, the Company split its shares on a 5 for 1 basis. Following the stock split there were 11,677,920 shares outstanding. In 1996, the Company issued 38,000,000 shares of its common stock in lieu of cash for consulting fees valued at $38,000. On April 23, 1997, the Board of Directors unanimously consented to a one share for 248.399 shares stock split. Following the stock split and adjustments so that no shareholders held less than 100 shares, the Company had 200,000 shares outstanding. Further is was resolved to adopt, execute and deliver a written compensation agreement to be known as the Consultant Compensation Agreement No. 1". The Agreement provides for the Company to issue 30,000 post-split shares to Consultants for non-capital raising services, valued at $1,250. As of the date of this report these services had been rendered, but the authorized shares have not been issued. NOTE #6 - Going Concern The Company has no assets and no operations from which it can obtain working capital. The Company recognizes that it must find a source of working capital or the Company may not be able to continue its existence. EX-2 2 AGREEMENT OF MERGER OF AQUACHLOR MARKETING, INC. (A Utah Corporation) AND AQUACHLOR MARKETING, INC. (A Nevada Corporation) This Agreement of Merger entered into between AQUACHLOR MARKETING, INC., a Utah Corporation, herein ("Merging Corporation") and AQUACHLOR MARKETING, INC. herein ("Surviving Corporation"). 1. Merging Corporation shall be merged into Surviving Corporation. 2. Each outstanding share of Merging Corporation shall be converted to each share of Surviving Corporation. 3. The Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger. 4. The effect of this merger and the effective date of the merger are as prescribed by law. IN WITNESS WHEREOF the parties have executed this Agreement. STATE OF UTAH ) ) COUNTY OF SALT LAKE) AQUACHLOR MARKETING INC. (A Utah Corporation) I, THE UNDERSIGNED, A NOTARY PUBLIC COMMISSION TO TAKE ACKNOWLEDGMENT by:/s/Frank J. Scoville AND ADMINISTER OATH IN THE STATE OF - ---------------------------- UTAH, DO HEREBY CERTIFY THAT ON THIS Frank J. Scoville, President DAY, PERSONALLY APPEARED BEFORE ME FRANK J. SCOVILLE AND ANN SCOVILLE by:/s/Ann Scoville BEING THE MAJORITY DIRECTORS REFERRED - ---------------------------- TO IN THIS INSTRUMENT, PERSONALLY Ann Scoville, Secretary APPEARED BEFORE ME AND WHO BEING BY ME FIRST DULY SWORN, SEVERALLY AQUACHLOR MARKETING, INC. DECLARED THAT THEY ARE THE PERSONS (A Nevada Corporation) WHO SIGNED THE FOREGOING INSTRUMENT CONTAINED THAT THE STATEMENT THEREIN by:/s/Frank J. Scoville CONTAINED ARE TRUE. - ---------------------------- Frank J. Scoville, President by:/s/Ann Scoville /s/Cynthia O. Duscoll - ---------------------------- --------------------- Ann Scoville, Secretary Notary EX-3.1 3 ARTICLES OF INCORPORATION OF AQUACHLOR MARKETING, INC. We, the undersigned, natural persons of the age of twenty-one (21) years or more, acting as Incorporators of a corporation, hereinafter referred to as the "Corporation", under the provision of the Utah business Corporation "ACT", (This Act as amended from time to time is refereed to herein as the "ACT", hereby adopt the following Articles of Incorporation. ARTICLE I The name of the Corporation is AQUACHLOR MARKETING, INC. ARTICLE II The period of duration of the Corporation is perpetual. ARTICLE III The Purpose or Purposes are: 1. Purposes: The purpose or purposes for which the Corporation is organized are as follows: (a) Primarily to engage in the sale and marketing and manufacturing of an electronic chlorinator for swimming pools, food processing, etc. (b) To engage generally in the business of buying, selling, distributing, leasing, and otherwise dealing in swimming pool, food processing etc., equipment and supplies. (c) To engage in any business related or unrelated to those described in clauses (a) and (b) of this Article III and from time to time authorized or approved by the Board of Directors of this Corporation. (d) To act as partner or joint venturer or in any other legal capacity in any transaction. (e) To do business anywhere in the world. (f) To have and exercise all rights and powers from time to time granted to a corporation by law. (g) To do everything necessary, proper, advisable, or convenient for the accomplishment of the foregoing purposes, and to do all other things incidental to them or connected with them that are not forbidden by the ACT, or other law, or by these Articles of Incorporation. ARTICLE IV 1. Number. The aggregate number of shares which the Corporation shall have authority to issue is Fifty Thousand shares of capital stock with no par value. 2. Stated Capital. The sums of the amount of consideration received by the Corporation for all shares of the Corporation without par value that have been issued, except such part of the consideration therefor as may have been allocated to capital surplus in a manner permitted by law, shall be the stated capital of the Corporation at any particular time. 3. Dividends. The holders of the outstanding capital stock shall be entitled to receive, when and as declared by the Board of Directors, solely out of the unreserved and unrestricted earned surplus of the Corporation, dividends payable either in cash, in property, or in shares of the capital stock of the Corporation. ARTICLE V Shares Not to be Divided into Classes. The shares of the Corporation are not to be divided into classes. ARTICLE VI No Shares Issued in Series. The Corporation is not authorized to issue shares in series. ARTICLE VII Receipt of minimum Capital. 1. The Corporation will not commence business until consideration of the value of at least $1,000.00 has been received for the issuance of shares. ARTICLE VIII Provision for Regulation of Internal Affairs. 1. Meeting of Shareholders. Meetings of the shareholders of the Corporation may be held in such place, either within or without the State of Utah, as may be provided in the Code of Bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the Corporation. 2. Meetings of Directors. Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Utah. 3. shall be adopted by its Board of Directors. The Power to alter, amend or repeal the Code of Bylaws, or to adopt a new Code of Bylaws, shall be vested in the Board of Directors. The Code of Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with the ACT or these Articles of Incorporation. 4. Interest of Directors in Contracts. Any contract or other action between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors, shall, nevertheless, authorize, approve and ratify such contract, or transaction by a vote of a majority of directors present, such interest of director or directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to carry such vote. This section shall not construed to invalidate any contract or any transaction which would otherwise be valid under the common and statutory law applicable thereto. 5. Executive Committee. If the Code of Bylaws so provided, the Board of Directors, by resolution adopted by a majority of the number of directors fixed by the Code of Bylaws, or in the absence of the bylaw fixing the number of directors, then of the number stated in these Articles of Incorporation, may designate two or more directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution or the code of Bylaws, shall have and may exercise all of the authority of the Board of Directors and the management of the Corporation; both the designation of such Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. 6. reserves the right from time to time to amend, alter, or repeal, or so add any provision to its Article of Incorporation in the manner prescribed by the ACT. 7. Compensation of Directors. The Board of Directors is authorized to make provision for reasonable compensation to its members when their services as directors and to fix the basis and conditions upon which this compensation shall be made. Any director may also serve in the Corporation in any capacity and receive compensation therefor in any form. ARTICLE IX Address of Initial Registered Office and Name of Initial Registered Agent 1. Registered Office. The address of the initial registered office of the Corporation is 4646 South 3975 East, Salt Lake City, Utah 84117. 2. Registered Agent. The initial registered agent of the Corporation is Frank J. Scoville. ARTICLE X Date Respecting Directors 1. Initial Board of Directors. The initial Board of Directors shall consist of three (3) members who need not be shareholders of the Corporation. 2. Names and Addresses. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors shall have elected and qualified are: NAME STREET ADDRESS CITY AND STATE 1. Frank J. Scoville 4646 South 3075 East Salt Lake City, Utah 84117 2. Ann Scoville 4646 South 3075 East Salt Lake City, Utah 84117 3. Stacy Christensen 7196 Station Creek Way Salt Lake City Utah 84047 3. Increase or Decrease of Directors. The number of directors of the Corporation shall not be less than three. Subject to this limitation, the number of directors may be increased or decreased from time to time by amendment of the code of Bylaws; but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a provision in the Code of Bylaws, fixing the number of directors, the number shall be five. ARTICLE VII-A The capital stock of this Company shall be issued as fully paid, and the private property of the shareholders shall not be liable for the debts, obligations or liabilities of this Corporation. ARTICLE VII-B Shares of stock of this Corporation authorized and issued pursuant to these Articles within two (2) years from the date of incorporation are for purpose of the Internal Revenue Code authorized and issued in compliance with and as prescribed by Section 1244 of the Internal Revenue Code of 1964 and shall be known as "Section 1244 Stock." ARTICLE XI Date Respecting Incorporators. The names and addresses of the Incorporators of the Corporation are: NAME STREET ADDRESS CITY AND STATE 1. Frank J. Scoville 4646 South 3075 East Salt Lake City, Utah 84117 2. Ann Scoville 4646 South 3075 East Salt Lake City, Utah 84117 3. Stacy Christensen 7196 Station Creek Way Salt Lake City, Utah 84047 ARTICLE XII Special Transactions. This corporation shall have the power and right through its Board of Directors and without the consent of its shareholders to acquire by purchase or otherwise, shares of its own stock which may be purchased from the unreserved or unrestricted capital surplus of the Corporation. The Board of Directors shall also have the right and power to authorize and make distribution of its shareholders in partial liquidation of the capital asset on such terms as the Board of Directors may deem appropriate. Such distribution may be made whether in cash or property or may be made from out of the Corporation's stated capital or capital surplus provided that such distribution shall not render the Corporation insolvent or otherwise unable to meet its obligations. ARTICLE XIII Restriction on Stock Transfer. No stock in this Corporation shall be transferred to any person who it not a shareholder unless the stock shall have first been offered in writing for sale to each of the other shareholders of this Corporation at the same price and on the same terms as would govern a transfer to a person not a shareholder. The writing shall set forth price and terms and shall be sent by registered mail to each shareholder at the address listed on the corporate books; The right to transfer the stock to a person not a shareholder shall not exist until all existing shareholder refuse the offer as provided above, or until they fail for a period of ten (10) days after receipt of the written offer to accept the same by compliance with the terms therein set forth. Regulations as to the formalities and the procedures to be followed in effecting the transfer shall be prescribed by the Bylaws of this Corporation. EXECUTED THIS DAY OF JULY, 1984. /s/Frank Scoville -------------------------- Frank Scoville /s/Ann Scoville -------------------------- Ann Scoville /s/Stacy Christensen -------------------------- Stacy Christensen STATE OF UTAH ) ) ss. COUNTY OF SALT LAKE ) I, the undersigned. a Notary Public duly commissioned to take acknowledgment and administer oath in the State of Utah, do hereby certify that on this day, personally appeared before me Frank J. Scoville, Ann Scoville, and Stacy Christensen being all of the incorporators referred to in Article XI of the foregoing Articles of Incorporation, personally appeared before me and who being by me first duly sworn, severally declared that they are the persons who signed the foregoing instrument as incorporators, and that the statements therein contained are true. Witness my hand and notoria1 seal this, 15th Day of July, 1984. /s/Viola B. Hutton EX-3.2 4 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FRANK J. SCOVILLE and ANN SCOVILLE certify that: 1. They are the president and secretary, respectively, of AQUACHLOR MARKETING, INC. a Utah Corporation., 2. ARTICLE IV NUMBER of the Articles of Incorporation of this corporation is amended as follows: "THIS CORPORATION IS AUTHORIZED TO ISSUE ONLY ONE CLASS OF STOCK: THE TOTAL NUMBER OF SHARES WHICH THIS CORPORATION IS AUTHORIZED TO ISSUE FIFTY MILLION (50,000,000) SHARES; THE PAR VALUE PER SHARE IS ONE MIL ($0.001) PER SHARE OF COMMON VOTING STOCK: AND EACH SHARE OF COMMON STOCK PRESENTLY ISSUED AND OUTSTANDING BE EXCHANGED FOR FIVE (5) OF THE NEW ONE MILL ($0.001) PAR VALUE COMMON VOTING SHARES OF STOCK". 3. The foregoing amendment of Article of Incorporation has been approved by the required vote of the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Utah Law. The total number of outstanding shares of the corporation is 1,135,584 times 5 = 5,677,920 shares. The number of shares voted in favor of the amendment (90%) equaled or exceeds the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of Utah that the matters set forth in this certificate are true and correct to our own knowledge. This meeting was held November 21, 1988. DATED: November 21, 1988 by:/s/Frank J. Scoville - ---------------------------- Frank J. Scoville, President by:/s/Ann Scoville - ---------------------------- Ann Scoville, Secretary /s/Cynthia O. Duscoll --------------------- Notary EX-3.3 5 ARTICLES OF INCORPORATION OF AQUACHLOR MARKETING, INC. WE, THE UNDERSIGNED, NATURAL PERSONS OF THE AGE OF TWENTY ONE (21) YEARS OR MORE, ACTING AS INCORPORATORS OF THE CORPORATION HEREINAFTER REFERRED TO AS THE "CORPORATION" HEREBY ADOPT THE FOLLOWING ARTICLES OF INCORPORATION: ARTICLE I The name of the Corporation is AQUACHLOR MARKETING, INC. ARTICLE II The period of duration of the Corporation is PERPETUAL. ARTICLE III The Purpose or Purposes are: 1. PURPOSES: The purpose or purposes for which the Corporation is organized are as follows: (a) Primarily to engage in a revolutionary process that, among other attributes, compresses and regenerates fully 100% of an audio and video signal using systems now in general use worldwide. (b) To engage generally in the business of manufacturing, selling, distributing, leasing and otherwise dealing in a revolutionary process that among other attributes compresses and regenerates fully 100% of an audio and video signal using systems now in general use worldwide. (c) To engage in any business related or unrelated to those described in clauses (a) and (b) of this ARTICLE III and from time to time authorized or approved by the Board of Directors of this Corporation. (d) To act as partner or joint venturer or in any other legal capacity in any transaction. (e) To do business anywhere in the world. (f) To have and exercise all rights and powers from time to time granted to a corporation by law. (g) To do everything necessary, proper, advisable or convenient for the accomplishment of the foregoing purposes, and to do all other things incidental to them or connected with them that are not forbidden by law, or by these Articles of Incorporation. ARTICLE IV 1. NUMBER. The aggregate number of shares which the Corporation shall have authorized is FIFTY MILLION (50,000,000) SHARES OF CAPITAL STOCK with par value of ONE MIL ($0.001). 2. STATED CAPITAL. The sum of the amount of consideration received by the corporation for all shares of the Corporation with par value of $0.001 that have been issued, except such part of the consideration therefor as may have been allocated to capital surplus in a manner permitted by law, shall be the stated capital of the Corporation at any particular time. 3. DIVIDENDS. The holders of the outstanding capital stock shall be entitled to receive, when and as declared by the Board of Directors, solely out of the unreserved and unrestricted earned surplus of the Corporation, dividends payable either in cash, in property, or in shares of the capital stock of the Corporation. ARTICLE V Shares not to be divided into classes: The shares of the Corporation are not to be divided into classes. ARTICLE VI No Shares issued in Series. The Corporation is not authorized to issue shares in series. ARTICLE VII Receipt of Minimum Capital The Corporation will not commence business until consideration of the value of at least $1,000.00 has been received for the issuance of shares. ARTICLE VIII Provision for Regulation of Internal Affairs 1. MEETING OF SHAREHOLDERS: Meeting of the shareholders of the Corporation may be held in such place, either within or without the State of Nevada, as may be provided in the Code of By Laws. In the absence of any such provision, all meetings shall be held at the registered office of the Corporation. 2. MEETING OF DIRECTORS: Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Nevada. 3. CODE OF BY LAWS: The Internal Code of By Law of the Corporation shall he adopted by its Board of Directors. The Power to alter, amend or repeal the Code of By Laws, or to adopt a new Code of By Laws, shall be vested ln the Board of Directors. the Code of By Laws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with the laws of Nevada or these Articles of Incorporation. 4. INTEREST OF DIRECTORS IN CONTRACTS: Any contract or other action between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors, shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of directors present, such interest of director or directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to carry such vote. This section shall not be construed to invalidate any contract or any transaction which would otherwise be valid under the common and statutory law applicable thereto. 5. EXECUTIVE COMMITTEE: If the Code of By Laws so provided, the Board of Directors, be resolution adopted by a majority of the number of directors fixed by the Code of By Laws, or in the absence of the By Laws fixing the number of directors, then the number stated in these Articles of Incorporation, may designate tow or more directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution of the Code of By Laws, shall have and may exercise all of the authority of the Board of Directors and the management of the Corporation; both the designation of such Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. 6. AMENDMENT TO ARTICLE OF INCORPORATION: The Corporation reserves the right from time to time to amend, alter, or repeal, or to add any provision to its Articles of Incorporation in the manner prescribed by the laws of Nevada. 7. COMPENSATION OF DIRECTORS: The Board of Directors is authorized to make provision for reasonable compensation to its members when their services as directors and to fix the basis and conditions upon which this compensation shall be made. Any director may also serve in the Corporation in any capacity and receive compensation therefor in any form. ARTICLE IX Address of Initial Registered Office and Name of Initial registered Agent 1. REGISTERED OFFICE: The address of the initial registered office of the Corporation is: 1870 TWIN OAKS ROAD, RENO, NEVADA, 89611 2. REGISTERED AGENT: The initial registered agent of the Corporation is BERT GALL. ARTICLE X Data Respecting Directors. 1. INITIAL BOARD OF DIRECTORS: The initial Board of Directors shall consist of three (3) members who need not be shareholders of the Corporation. 2. NAMES AND ADDRESSES: The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors shall have elected and qualified are: FRANK J. SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117 ANN SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117 RICHARD B. SCOVILLE, 1482 Ken Rey, Salt Lake City, Utah 84108 3. INCREASE OR DECREASE OF DIRECTORS: The number of directors of the Corporation shall not be less than three. Subject to this limitation, the number of directors may be increased or decreased from time to time by amendment of the Code of By Laws, but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a provision in the Code of By Laws, fixing the number of directors, the number shall be seven (7). ARTICLE XI Data Respecting Incorporators. The names and addresses of the Incorporators of the Corporation are: FRANK J. SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117 ANN SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117 RICHARD B. SCOVILLE, 1482 Ken Rey, Salt Lake City, Utah 84108 ARTICLE XII Special Transactions: This Corporation shall have the power and right through its Board of Directors and without the consent of its shareholders to acquire by purchase or otherwise, shares of its own stock which may be purchased from the unreserved or unrestricted capital surplus of the Corporation. The Board of Directors shall also have the right and power to authorize and make distribution of its shareholders in partial liquidation of the capital asset on such terms as the Board of Directors may deem appropriate. Such distribution may be made whether in cash or property or may be made from out of the Corporation's stated capital or capital surplus provided that such distribution shall not render the Corporation insolvent or otherwise unable to meet its obligations. ARTICLE XIII The capital stock of this Corporation shall be issued as fully paid and the private property of the shareholders shall not be liable for the debts, obligations or liabilities of this Corporation. ARTICLE XIV Shares of stock of this Corporation authorized and issued pursuant to these Articles within two (2) years from the date of Incorporation are for purpose of Internal Revenue Code authorized and issued in compliance with and as prescribed by Section 1244 of the Internal Revenue Code of 1964 and shall be known as "Section 1244 Stock". EXECUTED THIS 16 day of November, 1988 /s/Frank J. Scoville ------------------------ Frank J. Scoville /s/Ann Scoville ------------------------ Ann Scoville /s/Richard B. Scoville ------------------------ Richard B. Scoville STATE OF UTAH ) ) COUNTY OF SALT LAKE ) I, THE UNDERSIGNED, A NOTARY PUBLIC COMMISSION TO TAKE ACKNOWLEDGMENT AND ADMINISTER OATH IN THC STATE OF UTAH, SO HEREBY CERTIFY THAT ON THIS DAY, PERSONALLY APPEARED BEFORE ME FRANK J. SCOVILLE, ANN SCOVILLE, AND RICHARD SCOVILLE. BEING ALL THE INCORPORATORS REFERRED TO IN ARTICLE XI OF THE FOREGOING ARTICLES OF INCORPORATION. PERSONALLY APPEARED BEFORE ME, AND WHO BEING BY ME FIRST DULY SWORN, SEVERALLY DECLARED THAT THEY ARE THE PERSONS WHO SIGNED THE FOREGOING INSTRUMENT AS INCORPORATORS AND THAT THE STATEMENT THEREIN CONTAINED ARE TRUE. WITNESS MY HAND AND NOTARIAL SEAL THIS /S/CYNTHIA O. MY COMMISSION EXPIRES 3/11/90 EX-3.4 6 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FRANK J. SCOVILLE and ANN SCOVILLE certify that: 1. They are the president and secretary, respectively, of AQUACHLOR MARKETING, INC., a Nevada Corporation. 2. Article 1 of the Articles of Incorporation of this Corporation is amended to read as follows: "The name of the Corporation is DELTAVISION, INC." 3. The foregoing amendment of Articles of Incorporation has been approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been approved by the required vote of shareholders in accordance with Nevada Law. The total number of outstanding shares of the Corporation is 5,677,920 shares. The number of shares voted in favor of the amendment (99.95%) equaled or exceeds the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct to our knowledge. STATE OF UTAH ) ) COUNTY OF SALT LAKE) DATED: I, THE UNDERSIGNED, A NOTARY PUBLIC COMMISSIONED TO TAKE ACKNOWLEDGMENT AND ADMINISTER OATH IN THE STATE OF by:/s/Frank J. Scoville UTAH, DO HEREBY CERTIFY THAT THIS - ---------------------------- DAY, PERSONALLY APPEARED BEFORE ME FRANK J. SCOVILLE, PRESIDENT FRANK J. SCOVILLE, ANN SCOVILLE AND RICHARD B. SCOVILLE BEING ALL THE DIRECTORS REFERRED TO IN THIS by:/s/Ann Scoville DOCUMENT, PERSONALLY APPEARED BEFORE - ---------------------------- ME, AND WHO BEING BY ME FIRST DULY ANN SCOVILLE, SECRETARY SWORN, SEVERALLY DECLARED THAT THEY ARE THE PERSONS WHO SIGNED THE FORE- GOING INSTRUMENT AND THAT THE STATE- by:/s/Richard B. Scoville MENTS THEREIN CONTAINED ARE TRUE. - ---------------------------- RICHARD B. SCOVILLE, DIRECTOR /s/Cynthia O Duscoll -------------------- Notary Public EX-3.5 7 Application for Revival This application authorized the office of the secretary of state of Nevada to revive Deltavision, Inc. under the new name of First Deltavision, Inc. This application is accompanied with the certificate of revival, the designation of the resident agent, and all fees and penalties. /s/David C. Merrell -------------------------- Authorized signature President/Director FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA MAR 25 1997 No:C10133-88 DEAN HELLER,SECRETARY OF STATE EX-3.6 8 CERTIFICATE OF FIRST DELTAVISION, INC., A NEVADA CORPORATION, PURSUANT TO SECTION 78.207(4) OF THE NEVADA REVISED STATUTES FIRST: The name of the corporation is First Deltavision, Inc. (the "Company"). SECOND: On April 23, 1997, the Board of Directors of the Company unanimously consented to a reverse split of the Company's outstanding common stock in the ratio of one new share for every 248.339 shares issued and outstanding as of the date of filing of this Certificate, with fractional shares being rounded up to the nearest whole share, and retaining the present par value and authorized capital, with no stockholder to own less than 100 shares as a result thereof (computed on a per stockholder basis rather than a per stock certificate basis), and with those stockholders presently owning less than 100 shares to not be affected by such reverse split. THIRD: The number of authorized shares and the par value of the Company's common stock immediately before the above-referenced resolutions were 50,000,000 shares and one mill ($0.001), respectively. FOURTH: The number of authorized shares and the par value of the Company's common stock immediately after the above-referenced resolutions were 50,000,000 shares and one mill ($0.001), respectively. FIFTH: The number of shares of the Company's common stock to be issued after the reverse split in exchange for each pre-split share of common stock is 1/248.339 of one share. SIXTH: No fractional shares will be issued as a result of the reverse split. There is no provision for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share as a result of the reverse split. SEVENTH: The approval of the affected stockholders is not required and has not been sought. EIGHTH: The above-referenced resolutions will be effective as of the date of filing of this Certificate with the Secretary of State of the State of Nevada. IN WITNESS WHEREOF, the undersigned executive officers of the Company hereby execute this Certificate on the 23rd day of April, 1997. /s/David C. Merrell -------------------------------- David C. Merrell, President /s/Todd D. Ross --------------------------------- Todd D. Ross, Secretary/Treasurer STATE OF UTAH ) ) ss COUNTY OF SALT LAKE ) David C. Merrell and Todd D. Ross, hereby acknowledge that they are the President and Secretary/Treasurer of First Deltavision, Inc., that they have read the foregoing information, and of their personal knowledge, they represent and warrant that such information is true and correct in every material respect. /s/David C. Merrell ---------------------------------- David C. Merrell /s/Todd D. Ross ---------------------------------- Todd D. Ross Subscribed and sworn to before me this 23rd day of April, 1997. /s/Sheryl A. Ross ---------------------------------- NOTARY PUBLIC EX-10 9 CONSULTANT COMPENSATION AGREEMENT NO. 1 THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 23rd day of April, 1997, among First Deltavision, Inc., a Nevada corporation ("Deltavision"); and Leonard W. Burningham, Esq., Branden T. Burningham, Esq., Sheryl Ross and Bradley C. Burningham, who have executed and delivered this Plan by the execution and delivery of the Counterpart Signature Pages which are designated as Exhibits "A," "B," "C" and "D" hereof (collectively, the "Consultants"). WHEREAS, the Board of Directors of Deltavision has adopted a written compensation agreement for compensation of four individual Consultants who are natural persons; and WHEREAS, Deltavision has engaged the Consultants to provide services at the request of and subject to the satisfaction of its management; and WHEREAS, the Consultants have provided services at the request and subject to the approval of the management of Deltavision; and WHEREAS, a general description of the nature of the services performed and to be performed by the Consultants and the maximum value of such services under this Plan are listed in the Counterpart Signature Pages; and WHEREAS, Deltavision and the Consultants intend that this Plan and the services performed hereunder shall be made, requested and performed in such a manner that this Plan shall be a "written compensation agreement" as defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which Deltavision may issue "freely tradeable" shares of its common stock as payment for services rendered pursuant to Rule 701 of the Securities and Exchange Commission (the Commission ); NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed: Section 1 Compensation Plan 1.1 Employment. Deltavision hereby employs the Consultants an the Consultants hereby accept such employment, and have and will perform the services requested by management of Deltavision to its satisfaction during the term hereof. The services performed by the Consultants hereunder have been and will be personally rendered by the Consultants, and no one acting for or on behalf of the Consultants, except those persons normally employed by the Consultants in rendering services to others, such as secretaries, bookkeepers and the like. 1.2 Independent Contractors. Regardless of the Consultants' status as "employees" under Rule 405 of the Commission, all services rendered by the Consultants hereunder have been rendered as independent contractors, and the Consultants shall be liable for any FICA taxes, withholding or other similar taxes or charges, and the Consultants shall indemnify and hold Deltavision harmless therefrom; it is understood and agreed that the value of all such items has been taken into account by the Consultants in computing the billable rate for the services the Consultants have rendered and agreed to render to Deltavision. 1.3 Term. All services performed at the request of Deltavision by the Consultants shall have been performed within 120 days from the date hereof, at which time this Plan shall terminate, unless otherwise provided herein; provided, however, this Plan may be extended for an additional 120 day period by written agreement of Deltavision and any of the Consultants. 1.4 Payment. Deltavision and the Consultants agree that Deltavision shall pay the invoices of the Consultants for the services performed under this Plan by the issuance of shares of its common stock at a price of approximately $0.04 per share; provided, however, such shares of common stock shall be issued pursuant to and shall be subject to Rule 701 of the Commission. 1.5 Invoices for Services. On the completion of rendering the services performed by the Consultants hereunder, each of the Consultants shall provide Deltavision with a written invoice detailing the services duly performed. Such invoice shall be paid by Deltavision in accordance with Section 1.4 above, subject to the satisfaction of the management of Deltavision that the services have been performed, and to the extent performed, that the performance was in a satisfactory manner. The submission of an invoice for the services performed by each of the Consultants shall be deemed to be a subscription by the respective Consultants to purchase shares of common stock of Deltavision at the price outlined in Section 1.4 above, subject only to Rule 701 of the Commission. 1.6 Common Stock Price. To the extent deemed required or necessary and for all purposes of this Plan, the Consultants shall have an "option" covering such shares of common stock at the per share price set forth in paragraph 1.4 above during the term hereof; the Consultants assume the risk of any decrease in the per share price or value of the shares of common stock of Deltavision that may be issued by Deltavision for services performed by the Consultants hereunder, and the Consultants agree that any such decrease shall in no way affect the rights, obligations or duties of the Consultants hereunder. 1.7 Limitation on Services. None of the services rendered by the Consultants and paid for by the issuance of shares of common stock of Deltavision shall be services related to any "capital raising" transaction. 1.8 Delivery of Shares. On submission of an invoice for services actually performed by the respective Consultants, and duly verified to the satisfaction of Deltavision, and Rule 701 of the Commission covering such shares, one or more stock certificates representing such shares shall be delivered to the respective Consultants at the addresses listed on the Counterpart Signature Pages, unless another address shall be provided to Deltavision in writing prior to the issuance of such shares. 1.9 Adjustments in the Number of Shares of Common Stock and Price Per Share. Deltavision and the Consultants agree that the per share price of shares of common stock that may be issued by Deltavision to the Consultants for services performed under this Plan has been arbitrarily set by Deltavision; however, in the event Deltavision shall undergo a merger, consolidation, reorganization, recapitalization, declare a stock dividend of its shares of common stock or cause to be implemented a forward or reverse stock split which affects the present number of issued and outstanding shares of common stock of Deltavision prior to the issuance of shares to the Consultants, that the per share price and the number of shares issuable to the Consultants for services actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event. 1.10 Effective Date. The Effective Date of the Plan for each of the Consultants shall be the date set forth on the respective Counterpart Signature Pages. 1.11 Condition Precedent to the Issuance of Securities Under the Plan. The total number of securities to be issued under the Plan shall not exceed 15% of the outstanding securities of Deltavision on the date of issuance. Section 2 Representations and Warranties of Deltavision Deltavision represents and warrants to, and covenants with, the Consultants as follows: 2.1 Corporate Status. Deltavision is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 2.2 Compensation Plan. The Board of Directors of Deltavision has duly adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to which Deltavision may issue "freely tradeable" shares of its common stock as payment for services rendered, subject to Rule 701 of the Commission. 2.3 Issuance Under Rule 701. Deltavision shall, in every professional manner whatsoever to the extent reasonably required or necessary issue stock under Rule 701. 2.4 Federal and State Securities Laws, Rules and Regulations. Deltavision shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such shares of common stock. 2.5 Limitation on Services. Deltavision shall not request the Consultants to perform any services in connection with any "capital raising" transaction under this Plan. 2.6 Corporate Authority and Due Authorization. Deltavision has full corporate power and authority to enter into this Plan and to carry out its obligations hereunder. Execution of this Plan and performance by Deltavision hereunder have been duly authorized by all requisite corporate action on the part of Deltavision, and this Plan constitutes a valid and binding obligation of Deltavision and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Deltavision. Section 3 Representations and Warranties of the Consultants Each of the Consultants represents and warrants to, and covenants with, Deltavision as follows: 3.1 Employment. Each of the Consultants hereby accepts employment by Deltavision for the services performed pursuant to this Agreement. The services performed by the Consultants hereunder have been personally rendered by the Consultants, and no one acting for or on behalf of the Consultants. 3.2 Sophisticated Investors. Each of the Consultants represents and warrants that, by reason of income, net assets, education, background and business acumen, the Consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of Deltavision, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services. 3.3 Suitability of Investment. Prior to the execution of this Plan, each of the Consultants shall have provided the services outlined in the respective Counterpart Signature Pages to Deltavision, and the Consultants, singly, or through the advice of a competent professional, fully believe that an investment in shares of common stock of Deltavision is a suitable investment for the Consultants. 3.4 Limitation on Services. None of the services rendered by the Consultants and paid for by the issuance of shares of common stock of Deltavision shall be services related to any "capital raising" transaction. 3.5 Authority and Authorization. Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party. Section 4 Indemnity Deltavision and the Consultants agree to indemnify and hold the other harmless for any loss or damage resulting from any misstatement of a material fact or omission to state a material fact by the other contained herein, to the extent that any misstatement was based upon information supplied by the other. Section 5 Termination Prior to the performance of services hereunder, this Plan may be terminated (1) by mutual consent of Deltavision and the respective Consultants in writing; (2) by either the Directors of Deltavision or the respective Consultants if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination hereof; provided, further, however, that any obligation of Deltavision to pay for any services actually rendered by the Consultants hereunder shall survive any such termination. Section 6 General Provisions 6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and purposes of this Plan. 6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered or certified mail, return receipt requested, as follows: If to Deltavision: 9005 Cobble Canyon Lane Salt Lake City, Utah 84093 If to Consultants: The addresses listed on the Counterpart Signature Pages 6.3 Entire Agreement. This Plan constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 6.4 Headings. The section and subsection headings in this Plan are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Plan. 6.5 Governing law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern. 6.6 Assignment. Neither Deltavision nor the Consultants can assign any rights, duties or obligations under this Plan, and in the event of any such assignment, such assignment shall be deemed null and void. 6.7 Counterparts. This Plan may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Plan effective the day and year first above written. FIRST DELTAVISION, INC., a Nevada corporation By: ------------------------- David C. Merrell, President EXHIBIT "A" CONSULTANT COMPENSATION AGREEMENT NO. 1 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 1 among Deltavision and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Leonard W. Burningham, Esq 455 East 500 South, Suite 205 Salt Lake City, Utah 84111 Date: as of 4/23/97 . /s/Leonard W. Burningham --------------- -------------------------- Leonard W. Burningham Number of Shares and Maximum Value of Services General Description of Services to be Performed Non-capital raising legal services. 20,000 shares $833.32 EXHIBIT "B" CONSULTANT COMPENSATION AGREEMENT NO. 1 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 1 among Deltavision and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Branden T. Burningham, Esq. 455 East 500 South, Suite 205 Salt Lake City, Utah 84111 Date: as of 4/23/97 /s/Branden T. Burningham -------------- --------------------------------- Branden T. Burningham Number of Shares Maximum Value of Services General Description of Services to be Performed Non-capital raising legal services. 3,500 $145.84 EXHIBIT "C" CONSULTANT COMPENSATION AGREEMENT NO. 1 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 1 among Deltavision and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Sheryl Ross 455 East 500 South, Suite 205 Salt Lake City, Utah 84111 Date: as of 4/23/97 /s/Sheryl Ross -------------- ------------------------------- Sheryl Ross Number of Shares and Maximum Value of Services General Description of Services to be Performed Non-capital raising administrative services. 3,500 $145.84 EXHIBIT "D" CONSULTANT COMPENSATION AGREEMENT NO. 1 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 1 among Deltavision and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Bradley C. Burningham 455 East 500 South, Suite 205 Salt Lake City, Utah 84111 Date: as of 4/23/97 /s/Bradley C. Burningham --------------- ------------------------------ Bradley C. Burningham Number of Shares Maximum Value of Services General Description of Services to be Performed Non-capital raising administrative services. 3,000 $125.00 EX-27 10
5 3-MOS JUN-30-1997 SEP-30-1997 0 0 0 0 0 0 0 0 0 8890 0 0 0 200 (9090) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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