-----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, WWgEYLFMAVjR5zYVM2zARUtLdTZVh+aEtuv1vDQGr00OjipHApSWGiz5lo9nODcL YxrsrjMtabDLR1aYjUql+Q== /in/edgar/work/20000619/0000891020-00-001243/0000891020-00-001243.txt : 20000919 0000891020-00-001243.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891020-00-001243 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUA VIE BEVERAGE CORP CENTRAL INDEX KEY: 0001068104 STANDARD INDUSTRIAL CLASSIFICATION: [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: 656798 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 0001.txt 10QSB 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 April 30, 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 April 30, 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 April 30, 2000 Common Stock, Par value $0.001 27,219,485 2 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) BALANCE SHEET
(UNAUDITED) 30-APR-00 ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,757 Accounts receivable (net of $0 allowance for doubtful accounts) 7,665 Inventories 189,093 Prepaid expenses and deposits 32,388 ----------- TOTAL CURRENT ASSETS 230,903 Equipment (net of $19,760 depreciation) 134,741 Intangibles (net of $17,063 amortization) 80,438 ----------- TOTAL ASSETS $ 446,082 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 350,172 Notes payable 197,000 Accrued expenses 418,116 Due to shareholder 455,845 ----------- TOTAL CURRENT LIABILITIES 1,421,133 Long-term debt 420,000 STOCKHOLDERS' DEFICIT Preferred stock: $0.001 par value (authorized), issued and outstanding: Series A (200,000), outstanding: 2,853 3 Series B (200,000), outstanding: 4,653 5 Series C (10,000), outstanding: 200 1 Common stock: 120,000,000, $0.001par, authorized Issued and outstanding: 27,219,485 27,219 Additional paid in capital 1,769,109 Notes receivable for stock (10,000) Deficit accumulated during the development stage (3,181,388) ----------- TOTAL STOCKHOLDERS' DEFICIT (1,395,051) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 446,082 ===========
The notes are an integral part of these financial statements 3 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS
(UNAUDITED) FROM AUGUST 1, THREE MONTHS ENDED NINE MONTHS ENDED 1997 ------------------------ ------------------------ (INCEPTION) 30-APR-00 30-APR-99 30-APR-00 30-APR-99 TO 30-APR-00 ---------- ---------- ----------- ----------- ------------- REVENUES $ 34,462 $ 7,791 $ 64,712 $ 8,733 $ 81,727 OPERATING EXPENSES Promotion and advertising 277,891 171,200 408,676 464,817 1,272,156 General and administrative 332,450 177,135 729,019 471,852 1,452,952 Legal and accounting 61,504 43,664 209,372 156,818 436,083 Depreciation and amortization 9,773 2,437 27,072 7,312 36,822 ---------- ---------- ----------- ----------- ----------- TOTAL OPERATING EXPENSES 681,618 394,436 1,374,139 1,100,799 3,198,013 Loss from operations (647,156) (386,645) (1,309,427) (1,092,066) (3,116,286) ---------- ---------- ----------- ----------- ----------- Interest expense 15,921 - 65,103 - 65,103 Net loss $(663,077) $ (386,645) $(1,374,530) $(1,092,066) $(3,181,389) ---------- ---------- ----------- ----------- ----------- Basic and diluted loss per share $ (0.02) $ (0.03) $ (0.05) $ (0.08) $ (0.21) ========== ========== =========== =========== =========== Weighted average shares outstanding: 26,488,858 15,140,496 24,771,289 12,947,576 15,046,240 ========== ========== =========== =========== ===========
The notes are an integral part of these financial statements 4 AQUA VIE BEVERAGE CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FROM AUGUST 1, APRIL 30 1997 --------------------------- (INCEPTION) 2000 1999 TO 30-APR-00 ----------- ----------- -------------- OPERATING ACTIVITIES Net loss $(1,374,530) $(1,092,065) $(3,181,389) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITY Depreciation and amortization 27,072 7,312 36,822 Accrued compensation 180,000 120,000 360,000 CHANGES IN OPERATING ASSETS AND LIABILITIES Advances to shareholder 506,350 (39,589) 455,845 Accounts receivable (7,665) (7,665) Accounts payable 101,437 135,354 350,172 Accrued expenses 13,815 9,589 58,117 Inventories (189,093) (189,093) Prepaid expenses 103,794 (129,509) (32,389) ----------- ----------- ----------- NET CASH USED BY OPERATING ACTIVITIES (638,820) (988,908) (2,149,580) INVESTING ACTIVITIES Purchases of equipment (79,959) (38,846) (154,500) NET CASH USED BY INVESTING ACTIVITIES (79,959) (38,846) (154,500) FINANCING ACTIVITIES Proceeds from sale of stock 480,238 1,005,962 1,688,837 Proceeds from notes payable 213,000 20,500 617,000 NET CASH PROVIDED BY FINANCING ACTIVITIES 693,238 1,026,462 2,305,837 ----------- ----------- ----------- Increase (Decrease) in cash (25,541) (1,292) 1,757 Beginning of period 27,298 5,427 - ----------- ----------- ----------- END OF PERIOD $ 1,757 $ 4,135 $ 1,757 =========== =========== =========== 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 $ 128,960 $ 128,960 Notes payable was converted to long-term debt $ 340,000 $ 340,000 880,000 common shares were issued for services during August 1999
The notes are an integral part of these financial statements 5 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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 April 30, 2000 and the results of operations and cash flows for the interim period presented. Operating results for the three months ended April 30, 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 2,853 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 27,219,485 were outstanding on April 30, 2000. As of April 30, 2000 the 2,853 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 14,446,798 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. (5). INVENTORY 6 Inventory is valued at the lower of cost or market on a FIFO basis. Inventory delivered is considered a promotional expense at this stage in the development of the company. Inventory at April 30, 2000 consists of : Finished Goods $ 69,195 Work-In-Process $106,390 Raw Materials $ 13,508 -------- Total Inventory $189,093 (6). LONG-TERM DEBT Long-term debt consists of the following: $80,000 Convertible Note - Interest accrues at 8%. The principal is convertible into common stock of the company on or after August 29, 2000. The conversion price will be within the range of $.80 to $3.00. The note is due September 1, 2001. $340,000 Convertible Debenture - Interest accrues at 8% and the principal and accrued but unpaid interest may be converted into common stock of the company on or after September 17, 2000. The conversion price is $.40 per share. The debenture is due September 30, 2002. 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 HYDRATRORTM product line, the Company's reliance at this time on a single product line , reliance on the market distribution and retail system and risks 7 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 10-QSB. THREE MONTH PERIOD ENDED APRIL 30, 2000 COMPARED TO THREE MONTH PERIOD ENDED APRIL 30, 1999. RESULTS OF OPERATIONS NET SALES: For the three month and nine month periods ended April 30, 2000 the Company had minimal reportable sales of $34,462 and $64,712, respectively, as compared to no meaningful reportable sales for the same three and nine month periods ended April 30, 1999. Consequently the Company had no meaningful Gross profit for the respective periods covered by this report. The Company believes given adequate financing that sales figures should begin to increase by the end of this fiscal yearend. OPERATING EXPENSES: Operating expenses were $681,618 for the three month period ended April 30, 2000 as compared to $394,436 for the three month period ended April 30, 2000 an increase of $287,182 or 73% and were $1,374,139 for the nine month period ended April 30, 2000 as compared to $1,100,799 for the nine month period ended April 30, 1999 an increase of $273,340 or 25%. 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 $15,921 and $65,103 respectively for the three and nine month periods ended April 30, 2000 as compared to no interest expense for the comparable three and nine month periods ending April 30, 1999. 8 NET LOSS: The Company had net losses of $663,077 and $1,374,530 for the three and nine month periods ended April 30, 2000 or a per share loss of $(0.02) and $(0.05) for the weighted average shares outstanding as compared to $386,645 and $1,092,066 for the three and nine month periods ended April 30, 1999 and a per share loss of $(0.03) and $(0.08) for the weighted average shares outstanding for those periods. FINANCIAL CONDITION April 30, 2000 compared to July 31, 1999 Total assets increased $69,805 from fiscal year end July 31, 1999. The increase was primarily a result of increased inventories and equipment in the amount of $189,093 and $60,200 respectively offset by a reduction of prepaid expenses and advances to shareholder of $103,795 and $50,505 respectively. On April 30, 2000, the Company had total liabilities of $1,841,133 compared to $877,038 on July 31, 1999. The increase was primarily the result of a $455,845 increase in due to shareholder, an increase of $213,000 in notes payable and long-term debt, and an increase of $193,814 in accrued expenses. Working capital at April 30, 2000 was ($1,190,230) compared to ($663,052) at July 31, 1999. 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, 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 acceptance 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 satisfactory terms. By the end of the nine month period ending April 30, 2000 the Company had been able to convert $340,000 of current notes payable to long-term debt and $104,000 of current notes payable and $24,960 of accrued interest to common stock. SUBSEQUENT EVENTS Subsequent to the end of the period, on June 5, 2000, the Company received a commitment from two investment portfolios controlled by unrelated third parties for financing up to an aggregate amount of $6 million through September 30, 2000, to be used in bottling production and to address an order backlog accumulated subsequently, as well as general working capital. Initial funding related to this commitment has been received by the Company. 9 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 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 is completing the drafting and review for filing of a FORM 8 K/A Amendment #2 as of this filing date, which filing will be in lieu of a FORM 10 KSB. This filing will include all required and applicable documents and is incorporated herein by reference when and as 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. 10 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 Chief Executive Officer & President EX 27 Financial Data Schedule (See attached three pages for inclusion at this place) EX-27 2 0002.txt FINANACIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AQUA VIE BEVERAGE CORPORATION STATEMENTS AS OF 4/30/00 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUL-31-2000 FEB-01-2000 APR-30-2000 1,757 0 7,665 0 189,093 230,903 134,741 19,760 446,082 1,421,133 420,000 0 9 27,219 (1,422,279) 446,082 34,462 34,462 0 277,891 403,727 0 15,921 (663,077) 0 (663,077) 0 0 0 (663,077) (.02) (.02)
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