-----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, QyuzRYnzuO6J+7Ci0vo++pDxEK4wtG40d2WAlPOjpWqRpnmSEzSfa3uLhL4unkS6 zCzFdGXEoiybFXfBTZIoQw== 0000891020-00-000003.txt : 20000106 0000891020-00-000003.hdr.sgml : 20000106 ACCESSION NUMBER: 0000891020-00-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 20000105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUA VIE BEVERAGE CORP CENTRAL INDEX KEY: 0001068104 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 820506425 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24801 FILM NUMBER: 501478 BUSINESS ADDRESS: STREET 1: 333 SOUTH MAIN STREET STREET 2: PO BOX 6759 CITY: KETCHUM STATE: ID ZIP: 83340 BUSINESS PHONE: 2086227792 MAIL ADDRESS: STREET 1: PO BOX 6759 STREET 2: 333 SOUTH MAIN STREET CITY: KETCHUM STATE: ID ZIP: 83340 FORMER COMPANY: FORMER CONFORMED NAME: BARHILL ACQUISITION CORP DATE OF NAME CHANGE: 19980812 10QSB 1 FORM 10QSB FOR THE QUARTER ENDED OCTOBER 31, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-24801 Delaware 82-0506425 (State or other Jurisdiction of incorporation) (IRS Employer Identification No.)
AQUA VIE BEVERAGE CORPORATION (Exact Name of Registrant as Specified in its Charter) P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340 (Address of principal executive offices) 208/622-7792 (Registrant's telephone number) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [ X ] As of the quarter ending October 31, 1999 the Registrant has been subject to the filing requirements of the Securities Act of 1934 for less than 90 days. Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class Outstanding at October 31, 1999 Common Stock, Par value $0.001 23,729,585
2 PART I - - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) BALANCE SHEETS
31-OCT-99 31-JUL-99 ASSETS (UNAUDITED) AUDITED CURRENT ASSETS Cash and cash equivalents $ 6,272 $ 27,298 Accounts receivable (net of $0 allowance for doubtful accounts) 89,534 - Advances to shareholder 107,756 50,505 Inventories 47,085 - Prepaid expenses and deposits 27,000 136,183 ----------- ----------- TOTAL CURRENT ASSETS 277,647 213,986 Equipment (net of $6,212 and $0 depreciation) 68,330 74,541 Intangibles (net of $12,188 and $9,750 amortization) 85,313 87,750 ----------- ----------- TOTAL ASSETS $ 431,290 $ 376,277 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 276,820 $ 248,736 Notes payable 494,000 404,000 Accrued expenses 290,385 224,302 ----------- ----------- TOTAL CURRENT LIABILITIES 1,061,205 877,038 ----------- ----------- Commitments and Contingencies - - STOCKHOLDERS' DEFICIT Preferred stock: $0.001 par value (authorized), issued and outstanding: Series A (200,000), outstanding: 3,814 and 3,897 4 4 Series B (200,000), outstanding: 4,987 and 4,987 5 5 Series C (10,000), outstanding: 182 and 0 1 - Common stock: 120,000,000 and 50,000,000 shares, $0.001par, authorized Issued and outstanding: 23,729,585 and 22,741,664 23,730 22,741 Additional paid in capital 1,572,390 1,293,348 Notes receivable for stock (10,000) (10,000) Deficit accumulated during the development stage (2,216,045) (1,806,859) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (629,915) (500,761) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 431,290 $ 376,277 =========== ===========
3 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS
THREE MONTHS ENDED 31-OCT-99 31-OCT-98 (UNAUDITED) (UNAUDITED) REVENUES $ 13,124 $ 942 OPERATING EXPENSES Promotion and advertising 64,960 116,623 General and administrative 183,175 89,129 Legal and accounting 126,471 39,792 Depreciation and amortization 8,649 2,438 ------------ ------------ TOTAL OPERATING EXPENSES 383,255 247,982 Loss from operations (370,131) (247,040) ============ ============ Interest expense 39,055 - Net loss $ (409,186) $ (247,040) ============ ============ Basic and diluted loss per share $ (0.02) $ (0.03) ============ ============ Weighted average number of shares outstanding: 23,099,921 9,318,060 ============ ============
4 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED OCTOBER 31, 1999 1998 --------- --------- OPERATING ACTIVITIES (unaudited) (unaudited) Net loss $(409,186) ($247,040) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITY Depreciation and amortization 8,650 2,438 Accrued compensation 60,000 - CHANGES IN OPERATING ASSETS AND LIABILITIES Advances to shareholder (57,250) (12,310) Accounts receivable (89,534) - Accounts payable 28,084 17,811 Accrued expenses 6,084 - Inventories (47,085) - Prepaid expenses 109,183 (126,750) --------- --------- NET CASH USED BY OPERATING ACTIVITIES (391,054) (365,851) INVESTING ACTIVITIES Purchases of equipment - - NET CASH USED BY INVESTING ACTIVITIES - - FINANCING ACTIVITIES Proceeds from sale of stock 280,028 314,000 Proceeds from notes payable 90,000 116,750 NET CASH PROVIDED BY FINANCING ACTIVITIES 370,028 430,750 --------- --------- Increase (Decrease) in cash (21,026) 64,899 Beginning of period 27,298 5,427 --------- --------- END OF PERIOD $ 6,272 $ 70,326 ========= ========= Corporate income taxes paid - - Interest paid - - NON CASH TRANSACTIONS: 1496 Series B preferred shares were issued for assets 97,500 880,000 common shares were issued for services during August 1999
5 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Business Operations Aqua Vie Beverage Corporation (a development stage company) (the "Company") was incorporated in Delaware on July 30, 1998 to serve as a vehicle to develop, promote, and market lightly flavored, all natural, still water beverages. As of October 31, 1999 the Company had accomplished a State of Delaware 251g business reorganization, had completed formulation of its HYDRATOR(TM) line of beverages comprising seven flavors, the label design for shrink-wrap labeling of PET bottles, two test runs of product and actively entered the market place developing distribution and marketing of its product line. The Company's fiscal yearend is July 31. The Company's ability to commence full operations for production and distribution of its product line will depend upon its ability to identify and raise the capital it will require to achieve the goals and objectives of its business venture. B. Unaudited Financial Statement and Notes The unaudited financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles may have been omitted. NOTE 2 - STOCKHOLDERS' EQUITY A. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock at $0.001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors and the Consent of the Shareholders. Currently there are authorized 200,000 shares of Series A Preferred of which 3,813.298 are outstanding; 200,000 shares of Series B Preferred of which 4,987.444 are outstanding and 10,000 Series C Preferred of which 181.8 have been issued. B. Common Stock The Company is authorized to issue 120,000,000 shares of common stock of which 23,729,585 were outstanding on October 31, 1999. As of October 31, 1999 the 3,814 shares of Series A Preferred and the 4,987 shares of Series B Preferred were convertible to common at the rate of 1,924.7 common for each A an B Preferred Share. If converted they represent 16,939,284 common shares. The Series A and B Preferred are subject to restrictive covenants that allow for only 10% to be convertible as of October 15, 2000 and the remainder fully convertible as of October 15, 2001. Under certain circumstances these restrictions can be modified or waived. The 182 Series C Preferred Shares can be converted to 181,800 common shares. NOTE 3 - RELATED PARTIES None 6 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the quarter ending October 31, 1999 the Company finalized a merger with Barhill Acquisition Corporation, completed and filed the first audit of its financial statements with the Securities and Exchange Commission, thereby enabling the Company to become fully reporting, and maintain its status as an OTC:BB listed and traded corporation. It also initiated the first phase of the domestic and international distribution of its Hydrator(TM) product line. The Company also concluded and analyzed two test productions of its Hydrator (TM) product line, incorporating a newly designed full bottle, shrink-wrap label system. The initial test run did not meet the Company's specifications and the bottler elected to reimburse the Company for the immediate costs of production and materials that were furnished. The second test confirmed the high speed production capacity of the newly installed shrink-wrap labeler with the Company's new product formulations and was completed to the Company's satisfaction. The costs incurred for the quarter were typical of a startup operation that is beginning initial production tests, with general and administrative costs being the primary costs incurred. There was no meaningful sales revenue for the period. In addition to the test production efforts, management continued to seek additional financing to support future operations. The quarter ending October 31, 1998, was entirely dedicated to the reorganization of the Company. This reorganization, into a newly formed corporation, included the acquisition of the assets of the old Company, the identification, formal approval, and acceptance of the old company's shareholders as shareholders in the new Company, and the establishment of an office and key management in Ketchum, Idaho. Management determined that the shareholders of the old Company deserved to be shareholders in the new Company. This act re-established a significant equity ownership to all shareholders who may have been eliminated because of the involuntary bankruptcy proceedings, as well as allowed the new Company to become publicity traded. PART II - - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of any such meaningful proceedings contemplated against it. The Company does anticipate certain claims being made over disagreement in contractual service fees claimed versus actual services received for the fees claimed. The Company anticipates that in the future it will have conflicts as regards the use of selected names for products and product lines in selected market places. 7 ITEM 2. CHANGES IN SECURITIES There have not been any in this quarter that have not already been disclosed by an 8-K or any amendments thereto. ITEM 3. DEFAULTS ON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K, 8-K/A, AND 8-K/A AMENDMENT #2 (a). EXHIBITS The Company will be filing a FORM 8-K/A Amendment #2 in lieu of a FORM 10-QSB which filing will include all required and applicable documents and is incorporated herein by reference when filed. (b). REPORTS ON FORM 8-K The Company filed a FORM 8-K dated as of August 31, 1999 and a FORM 8-K/A dated as of October 28, 1999 which contained the Company's annual audited statement for the fiscal year ending July 31, 1999. The Company will be filing a FORM 8-K/A Amendment #2 which will include all required and applicable documents and is incorporated herein by reference when filed. Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused this registration report to be signed on its behalf by the undersigned thereunto duly authorized. AQUA VIE BEVERAGE CORPORATION (Registrant) Date _______________ By __________________________ Thomas J. Gillespie 8 Chief Executive Officer & President EX 27 Financial Data Schedule (See attached three pages for inclusion at this place) EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AQUA VIE BEVERAGE CORPORATION STATEMENTS AS OF 10/31/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUL-31-2000 AUG-01-1999 OCT-31-1999 6,272 0 89,534 0 47,085 277,647 74,541 6,212 431,290 1,061,205 0 0 10 23,730 (653,655) 431,290 13,124 13,124 0 64,960 357,350 0 39,055 (409,186) 0 (409,186) 0 0 0 (409,186) (.02) (.02)
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