-----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, DB2oBj0EF8yGgxxqrCPsaaxedvf0pwib/pBwTe8la7m0p0FTElIzpKCF6kjZvbhl jFTDuGuwAjyxXbsL9XAcjw== 0000889697-99-000183.txt : 19991118 0000889697-99-000183.hdr.sgml : 19991118 ACCESSION NUMBER: 0000889697-99-000183 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DCC ACQUISITION CORP CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 002-90539 FILM NUMBER: 99759915 BUSINESS ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS INC DATE OF NAME CHANGE: 19980306 10QSB 1 ============================================================================== Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 Form 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1999 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission File No. 2-90519 DCC Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 59-2262718 (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 211 West Wall, Midland, Texas 79701 (Address of Principal Executive Offices, including Zip Code) (915) 682-1761 (Registrant's telephone number, including area code) Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [ X ] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Class Outstanding as of October 31, 1999 ----- Common Stock, $.0001 par value 1,456,097 ============================================================================== Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying interim unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and the disclosures are adequate to make the information presented not misleading. Operating results for the three months ended September 30, 1999, are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. These statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-KSB (filed with the Securities and Exchange Commission) for the year ended December 31, 1998. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ DCC Acquisition Corporation (a development-stage company) Page ---- Balance Sheets as at September 30, 1999 (unaudited), and December 31, 1998 3 Statements of Operations for the Three Months Ended September 30, 1999, and 1998 (unaudited) 4 Statements of Cash Flows for the Three Months Ended September 30, 1999 (unaudited), and 1998 (unaudited) 5 - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 2
DCC Acquisition Corporation (a development-stage company) Balance Sheets as at September 30, 1999 (unaudited), and December 31, 1998 ASSETS September 30, December 31, 1999 1998 ------------- ------------ (unaudited) Cash -0- -0- Total Assets -0- -0- LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Accounts Payable -0- 2,231 Due to controlling shareholder -0- 3,000 Total Liabilities -0- 5,231 Shareholders' Equity Common Stock, $.0001 par value per share; 100,000,000 shares authorized, 1,456,097 shares issued and outstanding 146 196 Additional paid-in Capital 798,029 798,029 Deficit Accumulated During Development Stage (798,175) (803,406) Total Shareholders' Equity (Deficit) -0- (5,231) Total Liabilities and Shareholders' Equity -0- -0-
- ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 3 DCC Acquisition Corporation (a development-stage company Statements of Operations For the Three Months Ended September 30, 1999 (unaudited), and September 30, 1998 (unaudited) September 30, September 30, 1999 1998 ------------- ------------- (unaudited) (unaudited) Revenue -0- -0- Total Revenue -0- -0- Expenses Professional Fees -0- -0- Regulatory Expense -0- -0- Advertising and Marketing -0- -0- Miscellaneous Expense (5,231) -0- Office Supplies -0- -0- Total Expenses (5,231) -0- Net Income (Loss) Before Taxes (5,231) -0- Net Income (Loss) 5,231 -0- Primary Earnings Per Common Share -0- -0- Net Earnings (Loss) -0- -0- Weighted Average Number of Common Shares Outstanding 1,456,097 1,456,097 Fully Diluted Earnings Per Common Share .0036 -0- Net Earnings (Loss) Per Common Share .0036 -0- - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 4 DCC Acquisition Corporation (a development-stage company) Statements of Cash Flows for the Three Months Ended September 30, 1999 (unaudited), and September 30, 1998 (unaudited) June 31, 1999 June 30, 1998 ------------- ------------- (unaudited) (unaudited) Cash Flows from Operating Activities -0- -0- Increase in Accrued Liabilities -0- -0- New Cash Used from Operating Activities -0- -0- Cash Flows from Investing Activities -0- -0- Total Cash Flow from Financing Activities -0- -0- Cash at Beginning of Period -0- -0- Net increase (decrease) -0- -0- Cash at End of Period -0- -0- - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Discussion of Financial Condition The Company currently has no revenues, no operations and owns no assets. The Company will remain illiquid until such time as a business combination transaction occurs, if ever. No prediction of the future financial condition of the Company can be made. During the quarter ending September 30, 1999, the Company's majority shareholder cancelled a $3,000 debt owing to him and personally assumed responsibility for a $2,231 liability of the Company, thereby reducing the Company's liabilities to zero (0). This non-cash transaction was recorded as miscellaneous income on the Income Statement for the period. Plan of Business General. The Company intends to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution. Combination Suitability Standards. In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 6 difficult or even impossible to obtain and, thus, there can be no assurance that the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal shareholders or general partners: (1) will not have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses; (2) will not have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or (3) will not have been a defendant in a civil action which resulted in a final judgement against it or him awarding damages or rescission based upon unlawful practices or sales of securities. The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None. Item 3. Defaults upon Senior Securities. None. - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 7 Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. On November 1, 1999, the Company acquired a majority of the shares of stock of two corporations, ProHealth Laboratories, Inc ("ProHealth") and STL Group, Inc. ("STL") in exchange for shares of the Company's common stock. The Company will change its name to "ProHealth Medical Technologies, Inc." and will move its corporate offices to suburban Cleveland, Ohio. The income-producing business of the Company will be carried out through its two new subsidiaries. ProHealth is a manufacturer, marketer and distributor of national brand equivalent oral care products which includes toothpaste, denture adhesives, and oral analgesics that are marketed under proprietary labels, as well as private labels. The Perfect Smile(R) Smile Fitness Program is the most notable proprietary branded product sold by ProHealth and consists of a complete line of high-end tooth whitening products endorsed by celebrity spokesperson Vanna White of Wheel of Fortune fame. STL manufactures and sells a broad range of patented facial implants, as well as custom designed implants for cosmetic and reconstructive surgical applications which are marketed to the neurosurgical, orthopedic, ears/nose/throat, cosmetic, plastic, maxilla and craniofacial medical markets. In addition, STL has a patent on an electrocautery suction device (SAF-T-VAC) which it has successfully test marketed, and also has other surgically related products in various stages of development. The Company will file a Form 8-K with the SEC that will contain more detailed information about the terms of the acquisitions of ProHealth and STL and their business and financial information. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None. (b) Reports on Form 8-K. On June 11, 1999 a Current Report was filed on Form 8-K by a third party wherein the Company was reported to have entered into a transaction to merge with a private firm. On August 5, 1999 a Current Report was filed on Form 8-K concerning the Current Report filed on Form 8-K on June 11, 1999. The filing on June 11, 1999 was incorrect as the tranaction was not approved, authorized or ratified by the board of directors. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 15, 1999 DCC Acquisition Corporation /s/ Robert O. Wolfe By: ---------------------- Robert O. Wolfe President and Principal Financial Officer - ----------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999 DCC Acquisition Corporation Page 8 EX-27 2
5 0000744452 DCC Acquisition Corporation 1 US Dollars 3-MOS DEC-31-1998 JUL-01-1999 SEP-30-1999 1 0 0 0 0 0 0 0 0 0 0 0 0 0 146 0 0 0 0 0 0 0 0 0 0 0 0 0 5,231 0 5,231 0.00 0.00
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