-----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, JyTVAX0sssLi/rHESUi3gPgkatxDcDPo5zgfrahzXUmc7zVsVZpJ73EAPtJLnBoQ A29vRUh+t6Y0DFOZVM3i3w== 0000945836-00-000018.txt : 20000315 0000945836-00-000018.hdr.sgml : 20000315 ACCESSION NUMBER: 0000945836-00-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVA INTERNATIONAL FILMS INC CENTRAL INDEX KEY: 0000773394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 112717273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 002-98997-NY FILM NUMBER: 568538 BUSINESS ADDRESS: STREET 1: PO BOX 6249 CITY: VANCOUVER STATE: WA ZIP: 98668-6249 BUSINESS PHONE: 2067376800 MAIL ADDRESS: STREET 1: PO BOX 6249 CITY: VANCOUVER STATE: WA ZIP: 98668-6249 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO 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 2-98997-NY NOVA INTERNATIONAL FILMS, INC. (Exact name of Small Business Issuer as Specified in its Charter) Delaware 11-2717273 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification organization) Number) 6350 N.E. Campus Drive Vancouver, Washington 98661 (Address of Principal Executive Offices) (360) 737-6800 (Issuer's Telephone Number, including Area Code) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 X No State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common, $.00001 par value per share: 96,583,000 outstanding as of February 29, 2000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements NOVA INTERNATIONAL FILMS, INC. Index to Financial Information Period Ended January 31, 2000 Item Page Item 1 - Financial Statements Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6-7 Item 2 - Management's Discussion and Analysis or Plan of Operation 8 NOVA INTERNATIONAL FILMS, INC. BALANCE SHEETS (Unaudited) JANUARY 31, OCTOBER 31, 2000 1999 ASSETS Cash $ 1,443 $ 1,063 Subscriptions receivable 30 - Total assets $ 1,473 $ 1,063 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Accounts payable and accrued expenses $ 800 $ 800 Short term loan 5,624 2,624 Total liabilities $ 6,424 $3,424 COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY: Common Stock, $.00001 par value; 100,000,000 shares authorized, 96,583,000 shares issued and outstanding, respectively. $ 966 $ 736 Additional paid-in capital 8,197,260 8,197,260 Accumulated deficit (8,203,177) (8,200,357) Total stockholders' equity $(4,951) $(2,361) Total liabilities and stockholders' equity $ 1,473 $ 1,063 The accompanying notes are an integral part of these statements. NOVA INTERNATIONAL FILMS, INC. STATEMENTS OF OPERATIONS (Unaudited) For the For the Quarter Ended Quarter Ended Jan. 31, 2000 Jan. 31, 1999 REVENUES: Interest $ 2 $ - COSTS AND EXPENSES: General and administrative 2,822 1,513 (LOSS) BEFORE PROVISION FOR INCOME TAXES $ (2,820) $ (1,513) PROVISION FOR INCOME TAXES - - NET INCOME (LOSS) $ (2,820) $ (1,513) Net income (loss) per share $ (.00004) $ (.00002) Average no. of shares outstanding 77,720,363 73,583,000 The accompanying notes are an integral part of these statements. NOVA INTERNATIONAL FILMS, INC. STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH For the For the Quarter Ended Quarter Ended Jan. 31, 2000 Jan. 31, 1999 Cash flows from operating activities: Net loss $(2,820) $(1,513) Net cash (used) by operating activities $(2,820) $(1,513) Cash flows from investing activities: Short term loan $3,200 $0 Net cash provided by investing activities $3,200 $0 Net increase (decrease) in cash $ 380 $ (1,513) Cash at beginning of period 1,063 3,872 Cash at end of period $1,443 $ 2,359 The accompanying notes are an integral part of these statements. NOVA INTERNATIONAL FILMS, INC. NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2000 1) Nature of Business and Organization Nova International Films, Inc. (the Company) was incorporated on November 27, 1984 in the State of Delaware. The Company was formed for the purpose of financing and producing motion pictures for distribution in the theatrical, home video and pay and free television markets throughout the world. a. Issuance of Common Stock On January 2, 1986, the Company completed a public offering, whereby ten million (10,000,000) units were sold at $.10 per unit, each unit consisting of one (1) share of Common Stock, $.00001 par value, and one (1) Redeemable Common Stock Purchase Warrant. These warrants have now lapsed. b. Disposition of Assets On May 12, 1993 (the "Closing"), the stockholders of the Company approved an Acquisition Agreement dated March 3, 1993 (the "Acquisition Agreement") by and between the Company and Epic Productions, Inc.("Epic"), pursuant to which the Company sold, assigned, transferred and conveyed to Epic and Epic acquired from the Company (i) all of the issued and outstanding shares of capital stock of each of Byzantine Fire, Inc. a California corporation, Wings of the Apache, Inc., a California corporation, and A/R Productions, Ltd., a California corporation (collectively, the "Subsidiary Corporations"); (ii) all rights to the completed films "Triumph of the Spirit", "Firebirds" and "Why Me?", (sometimes collectively herein the "Completed Films"); and (iii) the Company's rights related to the film project "Carlito's Way" and Jean Claude Van Damme. In exchange therefor, Epic assumed all debts and liabilities of the Company with respect to the assets acquired, paid the Company the sum of $50,000, acquired the Bank Loan from the Bank as described in Note #4 "Debt" and modified the loan arrangements thereafter plus other indebtedness due Epic from the Company. 2) Summary of Significant Accounting Policies a. Financial Statement Presentation In accordance with the provisions of Statement of Financial Accounting Standards No. 53, the Company has elected to present an unclassified balance sheet. b. Per Share Amounts Per share amounts are based on the weighted average number of shares outstanding during the period. NOVA INTERNATIONAL FILMS, INC. NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2000 3) Short term loan An officer of the Company made a short term loan to the Company in order to allow the Company to meet certain working capital needs. Such loan is without interest and payable on demand. 4) Debt In connection with the financing of the film "Triumph of the Spirit", the Company was unable to pay Credit Lyonnais Bank Nederland N.V. (the "Bank") the note payable (the "Bank Loan") incurred to finance such film at its original maturity date of March 31, 1991. The Company was able to negotiate an extension of the maturity date of this note until September 30, 1991, but thereupon the Company became in default of its obligation. Upon the Closing of the Acquisition Agreement, Epic acquired the Bank Loan from the Bank and modified the payment terms of the Bank Loan assigned to it and other indebtedness of the Company to Epic. In October 1993, Epic assigned and contributed to the capital of the Company all of such indebtedness of the Company to Epic plus accrued and unpaid interest. In addition, at the Closing, $3 million of indebtedness (plus interest thereon) under the Bank Loan was not acquired by Epic, pursuant to which the Bank, Epic and the Company agreed that such portion of the Bank Loan (The "Nonrecourse Obligations") be payable interest and then principal only from operating receipts from "Triumph of the Spirit" which was acquired by Epic pursuant to the Acquisition Agreement. As of November 30, 1995, Nova assigned to Epic and Epic assumed the remaining $3 million Nonrecourse Obligations plus interest thereon. 5) Liquidity and Capital Resources At the current time, the Company's sole means to pay for its overhead operations is its existing cash reserves in the total amount of $1,443. Accordingly, the Company has significantly reduced its overhead. The Company is in the process of seeking a business opportunity. At this time the Company is presently negotiating with certain parties in connection with acquiring a business opportunity. No contractual arrangements have been reached and negotiations are still in progress. No assurance can be given that the Company will be able to consummate any such arrangements, or if consummated, that such business opportunity will be successful. Management has indicated that it will cover all operating costs for the foreseeable future. Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion should be read in conjunction with the Financial Statements and Notes thereto and is qualified in its entirety by the foregoing. The Company had no revenues from operations for the three months ended January 31, 2000 and for the three months ended January 31, 1999. During the three months ended January 31, 2000, the Company had a net loss of $ $(2,820) as compared to a net loss of $(1,513) during the three months ended January 31, 1999. On January 31, 2000, the Company had a working capital deficit and stockholders' deficit of $(4,951), $1,443 in cash, total assets of $1,473 and total liabilities of $6,424. The working capital deficit and stockholders' deficit is principally due to a short term loan made by the President of the Company in order to allow the Company to meet certain working capital needs. At the current time, the Company's sole means to pay for its overhead operations is its existing cash in the total amount of $1,443 as of January 31, 2000. Accordingly, the Company has significantly reduced its overhead. In connection therewith, the Company does not pay any officer salaries and rent. Its costs primarily include only those costs necessary to retain its corporate charter, file necessary tax returns and report to the Securities and Exchange Commission, and certain expenses in seeking business opportunities. In addition, as a result of the closing of the Acquisition Agreement (see Notes to the Financial Statements included elsewhere herein), the Company is in the process of seeking a business opportunity. As of the date of this report, the Company is negotiating with certain parties in connection with acquiring a business opportunity. No contractual arrangements have been reached and negotiations are still in progress. No assurance can be given that the Company will be able to consummate any such arrangements or, if consummated, that such business opportunity will be successful. Management has indicated that it will cover all operating costs for the foreseeable future. Year 2000 Issue The year 2000 issue is the result of computer programs being written using two digits, rather than four, to define the applicable year. Software programs and hardware that have date-sensitive software or embedded chips may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a major system failure or miscalculations causing disruptions of operations, including a temporary inability to engage in normal business activities. As a result, many companies have been required to undertake major projects to address the year 2000 issue. Year 2000 issues are not currently material to the Company's business, operations or financial condition in view of the Company's current lack of business operations. However, year 2000 issues may become material to the Company in the event the Company acquires or participates in another business opportunity. Management intends to address this potential problem with any prospective merger, acquisition candidate or other participant and adopt a plan and a budget for addressing such issues, if necessary. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. In January 2000, the Company issued 20,000,000 shares of Common Stock to Martin Rifkin and 3,000,000 shares to David M. Kaye. All of such shares were issued at par value ($.00001 per share) for an aggregate consideration of $230 and were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, for "transactions by the issuer not involving any public offering". Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security-Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. There are no exhibits applicable to this Form 10-QSB. (b) Reports on Form 8-K. Listed below are reports on Form 8-K filed during the quarter for which this report is filed: None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOVA INTERNATIONAL FILMS, INC. (Registrant) Dated: March 13, 2000 By: /s/ William Rifkin William Rifkin, Chairman of the Board (Principal Executive Officer) Dated: March 13, 2000 By: /s/ William Rifkin William Rifkin, Principal Financial Officer EX-27 2 ART. 5 FDS FOR THE 1ST QUARTER 10-QSB
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NOVA INTERNATIONAL FILMS, INC.'S QUARTERLY REPORT FOR THE QUARTER ENDED JANUARY 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS OCT-31-2000 JAN-31-2000 1,443 0 30 0 0 1,443 0 0 1,473 6,424 0 966 0 0 8,197,260 1,473 0 2 0 0 2,822 0 0 (2,820) 0 (2,820) 0 0 0 (2,820) .000 .000
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