-----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, UKLh7FGPxSi/L3YPk8m0UoFvsGTRIetyHDuazMnFG/Se/DqVDu3rCMv3ImopKpIQ BRD/ZcJp651p9T4Lb40QPQ== 0000891020-00-000552.txt : 20000322 0000891020-00-000552.hdr.sgml : 20000322 ACCESSION NUMBER: 0000891020-00-000552 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000321 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: 574892 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 10-Q FOR PERIOD ENDED JANUARY 31, 2000 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 January 31, 2000 [ ] 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 January 31, 2000 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 January 31, 2000 Common Stock, Par value $0.001 25,416,085 2 ITEM 1. FINANCIAL STATEMENTS: (See 3 pages attached to be inserted at this point) 3 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) BALANCE SHEET (UNAUDITED)
31-JAN-00 ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 8,905 Accounts receivable (net of $0 allowance for doubtful accounts) -- Advances to shareholder -- Inventories 195,569 Prepaid expenses and deposits 30,700 ----------- TOTAL CURRENT ASSETS 235,174 Equipment (net of $12,424 depreciation) 62,118 Intangibles (net of $14,625 amortization) 82,875 ----------- TOTAL ASSETS $ 380,167 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 277,587 Notes payable 213,000 Accrued expenses 355,788 Due to shareholder 88,776 ----------- TOTAL CURRENT LIABILITIES 935,151 ----------- Long-term debt 340,000 STOCKHOLDERS' DEFICIT Preferred stock: $0.001 par value (authorized), issued and outstanding: Series A (200,000), outstanding: 3,183 4 Series B (200,000), outstanding: 4,653 5 Series C (10,000), outstanding: 200 1 Common stock: 120,000,000 shares, $0.001 par, authorized Issued and outstanding: 25,416,085 25,416 Additional paid in capital 1,607,901 Notes receivable for stock (10,000) Deficit accumulated during the development stage (2,518,311) ----------- TOTAL STOCKHOLDERS' DEFICIT (894,984) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 380,167 ===========
4 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED)
FROM AUGUST 1, 1997 THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) 31-JAN-00 31-JAN-99 31-JAN-00 31-JAN-99 TO 31-JAN-00 ------------ ------------ ------------ ------------ ------------ REVENUES $ 17,126 $ -- $ 30,250 $ 942 $ 47,265 OPERATING EXPENSES Promotion and advertising 65,825 176,994 130,785 293,617 994,265 General and administrative 213,394 205,588 396,569 294,717 1,120,502 Legal and accounting 21,397 73,362 147,868 113,154 374,579 Depreciation and amortization 8,650 2,437 17,299 4,875 27,049 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 309,266 458,381 692,521 706,363 2,516,395 Loss from operations (292,140) (458,381) (662,271) (705,421) (2,469,130) ============ ============ ============ ============ ============ Interest expense 10,127 -- 49,182 -- 49,182 Net loss $ (302,267) $ (458,381) $ (711,453) $ (705,421) $ (2,518,312) ============ ============ ============ ============ ============ Basic and diluted loss per share $ (0.01) $ (0.03) $ (0.03) $ (0.06) $ (0.18) ============ ============ ============ ============ ============ Weighted average shares outstanding: 24,752,245 14,482,075 23,912,505 11,851,116 13,901,979 ============ ============ ============ ============ ============
5 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS (UNAUDITED)
FROM AUGUST 1, SIX MONTHS ENDED 1997 JANUARY 31 (INCEPTION) 2000 1999 TO 31-JAN-00 ----------- ----------- ------------ OPERATING ACTIVITIES Net loss $ (711,453) $ (705,421) $(2,518,312) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITY Depreciation and amortization 17,299 4,875 27,049 Accrued compensation 120,000 60,000 300,000 CHANGES IN OPERATING ASSETS AND LIABILITIES Advances to shareholder 139,281 (141,529) 88,776 Accounts receivable -- -- -- Accounts payable 28,852 70,775 277,587 Accrued expenses 11,487 5,404 55,789 Inventories (195,569) -- (195,569) Prepaid expenses 105,482 (127,750) (30,701) ----------- ----------- ----------- NET CASH USED BY OPERATING ACTIVITIES (484,621) (833,646) (1,995,381) INVESTING ACTIVITIES Purchases of equipment -- -- (74,541) NET CASH USED BY INVESTING ACTIVITIES -- -- (74,541) FINANCING ACTIVITIES Proceeds from sale of stock 317,228 866,218 1,525,827 Proceeds from notes payable 149,000 31,000 553,000 NET CASH PROVIDED BY FINANCING ACTIVITIES 466,228 897,218 2,078,827 ----------- ----------- ----------- Increase (Decrease) in cash (18,393) 63,572 8,905 Beginning of period 27,298 5,427 -- ----------- ----------- ----------- END OF PERIOD $ 8,905 $ 68,999 $ 8,905 =========== =========== =========== Corporate income taxes paid -- -- -- Interest paid -- -- $ 38,375 NON CASH TRANSACTIONS: 1496 Series B preferred shares were issued for assets $ 97,500 Notes payable and accrued interest were converted to common stock $ 37,200 Notes payable was converted to long-term debt $ 340,000 880,000 common shares were issued for services during August 1999
6 NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2000 (1) The accompanying financial statements are un-audited. The un-audited financial statements and notes are presented as permitted by Form 10 QSB. Certain information and footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's annual report for the fiscal year ending July 31, 1999 contained in the FORM 8 K/A filed on October 28, 1999. (2). In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only a normal and recurring nature, necessary to present fairly the financial position of the Registrant as of January 31, 2000 and the results of operations and cash flows for the interim period presented. Operating results for the three months ended January 31, 2000 are not necessarily indicative of the results to be expected for the full year ending July 31, 2000. (3). The Company's ability to commence full and expanding 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 plan. (4). 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, 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 3,183 are outstanding; 200,000 shares of Series B Preferred of which 4,653 are outstanding and 10,000 Series C Preferred of which 200 have been issued and are outstanding. B. Common Stock: The Company is authorized to issue 120,000,000 shares of common stock of which 25,416,085 were outstanding on January 31, 2000. As of January 31, 2000 the 3,183 shares of Series A Preferred and the 4,653 shares of Series B Preferred were convertible to common stock at the rate of 1,924.7 common for each A and B Preferred Share. If converted they represent 15,081,949 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 and waived. The 200 Series C Preferred Shares can be converted to 200,000 common shares. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: All references herein to the "Registrant" and to the "Company" refer to Aqua Vie Beverage Corporation. CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Statements in this discussion which are not historical facts may be considered forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe", "expect", "anticipate", "estimate" and similar expressions identify forward looking statements. Any forward looking statements involve risks and uncertainties that could cause actual events or results to differ, perhaps materially, from the events or results described in forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Risks associated with the Company's forward looking statements include, but are not limited to, risks associated with the Company's history of losses and uncertain profitability, need for market acceptance of the HYDRATROR(TM) product line, the Company's reliance at this time on a single product line, reliance on the market distribution and retail system and risks associated with the Company's international operations, currency fluctuations, the risk of new and different legal and regulatory requirements, governmental approvals, tariffs and trade barriers, risks associated with competition and technological and product innovation by competitors, dependence on proprietary formulas, general economic conditions and conditions in the beverage industry, reliance on key management, limited manufacturing production history with respect to the aseptic bottling system, dependence on key suppliers, future capital needs and uncertainty of additional financing, potential recalls and product liability, dilution, effects of outstanding convertible debentures and preferred stock, limited public market, liquidity, possible volatility of stock price, recently adopted new listing standards for NASDAQ securities and environmental matters. The following discussion and analysis should be read in conjunction with the Financial Statements, related notes and other information included in this quarterly report on FORM 10QSB. 8 THREE MONTH PERIOD ENDED JANUARY 31, 2000 COMPARED TO THREE MONTH PERIOD ENDED JANUARY 31, 1999. RESULTS OF OPERATIONS NET SALES: For the three month and six month periods ended January 31, 2000 the Company had minimal reportable sales of $17,126 and $30,250, respectively, as compared to no meaningful reportable sales for the same three and six month periods ended January 31, 1999. Consequently the Company had no meaningful Gross profit for the respective periods covered by this report. The Company believes given adequate financing for production that sales figures should begin to increase by the end of this fiscal yearend. OPERATING EXPENSES: Operating expenses were $309,266 for the three month period ended January 31, 2000 as compared to $458,381 for the three month period ended January 31, 1999 a decrease of $149,115 or 33% and were $692,521 for the six month period ended January 31, 2000 as compared to $706,363 for the six month period ended January 31, 1999 a decrease of $13,842 or 2%. Operating expenses are dominated by product promotion efforts, General and Administrative expenses, and Legal and Accounting expenses, which are characteristic of commencement of operations of a development stage company. INTEREST EXPENSES: The Company incurred interest expense of $10,127 and $49,182 respectively for the three and six month periods ended January 31, 2000 as compared to no interest expense for the comparable three and six month periods ending January 31, 1999. NET LOSS: The Company had net losses of $302,267 and $711,453 for the three and six month periods ended January 31, 2000 or a per share loss of $(0.01) and $(0.03) for the weighted average shares outstanding as compared to $458,381 and $705,421 for the same three and six month periods ended January 31, 1999 and a per share loss of $(0.03) and $(0.06) for the weighted average shares outstanding for those periods. FINANCIAL CONDITION January 31, 2000 On January 31, 2000, the Company had total liabilities of $1,275,151 of which $935,151 were current liabilities. Working capital at January 31, 2000 was ($699,977). 9 LIQUIDITY The Company anticipates that its use of cash will be substantial for the foreseeable future. In particular, management of the Company expects substantial expenditures in connection with production of inventory for the planned increase in sales, continuation of the expansion of the Company's marketing organization, and to a lesser degree, for Quality Assurance and production and distribution management. The Company expects that funding for these expenditures will be available from the issuance of equity and/or debt securities. However, the availability of sufficient future funds will depend to a significant extent on the market acceptability of the Company's primary product line. Accordingly, the Company may be required to issue additional convertible debentures and/or equity securities to finance such working capital requirements. There can be no assurance whether or not such financing will be available on terms satisfactory to management. By the end of the six month period ending January 31, 2000 the Company had been able to convert $340,000 of current Notes Payable to Long Term debt and $30,000 of current Notes Payable to common stock. In early February 2000 the Company was able to convert an additional $74,000 of its current Notes Payable and $17,760 of the accrued Interest Payable into common stock of the Company. 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 anticipates that in the future it will have conflicts as regards certain Accounts Payable for services invoiced but not adequately performed and for the use of selected names for products and product lines in selected market places. ITEM 2. CHANGES IN SECURITIES There have not been any in this quarter. ITEM 3. DEFAULTS ON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10 Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K and 8 K/A (a). EXHIBITS (27.1) Financial Data Schedule (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. 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 March 21, 2000 By /S/ Thomas J. Gillespie --------------- ------------------------------- Thomas J. Gillespie Chief Executive Officer & President 11 AQUA VIE BEVERAGE CORPORATION INDEX TO EXHIBITS
Exhibit Description Page ------- ----------- ---- 27.1 Financial Data Schedule 17
16 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AQUA VIE BEVERAGE CORPORATION STATEMENTS AS OF JANUARY 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUL-31-2000 NOV-01-1999 JAN-31-2000 8,905 0 0 0 195,569 235,174 62,118 12,424 380,167 935,151 340,000 0 10 25,416 (920,410) 380,167 17,126 17,126 0 65,825 243,441 0 10,127 (302,267) 0 (302,267) 0 0 0 (302,267) (.01) (.01)
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