U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
FIRST DELTAVISION, INC.
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0412182
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 942-0555
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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First Deltavision, Inc. (the "Company") was organized under the laws of
the State of Utah on July 31, 1984, under the name "Aquachlor Marketing Inc."
The Company was incorporated primarily to engage in the sale, marketing and
manufacturing of an electronic chlorinator for swimming pools and food
processing and the sale of swimming pool and food processing equipment and
supplies.
The Company was initially authorized to issue a total of 50,000
shares of common stock having no par value.
On October 21, 1988, the Company completed an Agreement and Plan of
Reorganization (the "Plan")with Deltavision, a partnership ("Deltavision").
The Company agreed to issue 1,200,000 shares of its common stock and to pay
$150,000, in the form of a five year note at ten percent annual interest, for
all of the technology of Deltavision.
An amendment to the Articles of Incorporation of the Company on December
9, 1988, increased its authorized shares to 50,000,000 and the par value to
$0.001, and provided for a five for one forward split of the outstanding
securities. Copies of the initial Articles of Incorporation and this
amendment are attached hereto and incorporated herein by reference. See Part
III, Item 1.
On December 23, 1988, the Company merged with a Nevada corporation of the
same name which was formed by the Company for the purpose of changing its
domicile. On the same date, the Company also amended its Articles of
Incorporation to change its name to "Deltavision, Inc." Copies of the
Agreement of Merger and this amendment are attached hereto and incorporated
herein by reference. See Part III, Item 1.
The business operations of the Company succeeded to on the acquisition
of Deltavision proved unsuccessful, and the Company was dormant from 1989
until May of 1996.
On May 27, 1996, at a Special Meeting of the Board of Directors, the
Board authorized the issuance of a total of 38,000,000 "unregistered" and
"restricted" shares of its common stock for services rendered by David C.
Merrell, Todd D. Ross and Jerry Peterson. Mr. Merrell and Mr. Ross are
directors and executive officers of the Company. See Part I, Items 4 and 5.
The Company applied with the State of Nevada for revival of the
Company's charter, effective March 25, 1997, and the name "Deltavision, Inc."
was not available at the time of the revival; the Company applied for revival
under the name "First Deltavision, Inc." in accordance with the Nevada Revised
Statutes. A copy of the Application of Revival is attached hereto and
incorporated herein by reference. See Part III, Item 1.
On April 23, 1997, the Board of Directors unanimously resolved to execute
a written compensation agreement (the "Consulting Compensation Agreement")
authorizing the issuance of 30,000 post-split (see the following paragraph)
shares as follows: Leonard W. Burningham, Esq., 20,000 shares; Branden T.
Burningham, Esq., 3,500 shares; Sheryl Ross, 3,500 shares and Bradley C.
Burningham, 3,000 shares. Messrs. Leonard W. and Branden T. Burningham are
father and son, respectively, and are both practicing lawyers, who provided
legal services; Bradley C. Burningham is also the son of Leonard W.
Burningham, and is employed by his father as a "due diligence" consultant; and
Ms. Ross is Leonard W. Burningham's office manager, who provided miscellaneous
services for the benefit of the Company.
On May 6, 1997, the Company's Board of Directors unanimously approved a
248.339 for one reverse split of its outstanding common voting stock, while
retaining the authorized shares and par value at current numbers, with
appropriate adjustments in the stated capital and capital surplus accounts of
the Company. Fractional shares were rounded up to the nearest whole share,
with no stockholder's holdings to be reduced to less than 100 shares as a
result of the reverse split, and those stockholders who presently owned less
than 100 shares prior to the reverse split would not be affected thereby.
Additional shares required for rounding were deducted from the holdings of
David C. Merrell, the Company's President and one of its directors. An
amendment to the Certificate of Incorporation of the Company was filed with
the State of Nevada on May 6, 1997, respecting the reverse split, and a copy
of thereof is attached hereto and incorporated herein by reference. See Part
III, Item 1.
All references to outstanding common stock hereafter take into account
this reverse split.
On October 15, 1997, the Board of Directors unanimously resolved to
issue 5,000 "unregistered" and "restricted" shares of its common stock to
Raymond Wilson as additional consideration for his release of any and all
liabilities owed to him by the Company; Mr. Wilson was formerly a director and
executive officer of the Company and was the party to whom the Company
executed and delivered its $150,000 promissory note on the completion of the
acquisition of Deltavision. It also resolved to issue 1,000 "unregistered"
and "restricted" shares of its common stock to Victor Ivachin, a
non-affiliated
party, for services rendered and valued at par value.
Taking into account the reverse split, the issuance of the 30,000 shares
to the foregoing consultants and the issuance of the 6,000 shares in the
preceding paragraph, there are 235,000 outstanding shares of the Company's
common stock.
Business.
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Other than the above-referenced matters and seeking and investigating
potential assets, property or business to acquire, the Company has had no
business operations for the past eight fiscal years. To the extent that the
Company intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders, it is essentially
a "blank check" company. Because the Company has limited assets and conducts
no material business, management anticipates that any such acquisition would
require it to issue shares of its common stock as the sole consideration for
the acquisition. This may result in substantial dilution of the shares of
current stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such acquisition; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The
Company makes no assurance that any future enterprise will be profitable or
successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what may be
deemed to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80 and 95 percent of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business by
purchase, reorganization or merger, the Company will be required to file with
the Securities and Exchange Commission (the "Commission") a Current Report on
Form 8-K within 15 days of such transaction. A filing on Form 8-K also
requires the filing of audited financial statements of the acquired venture,
as well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes, within 75 days of the date of any such report.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management or its legal counsel and authorized representatives will
attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and inspect
material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however,
due to time constraints of management and minimal resources to engage others,
these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker-dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue for the past eight fiscal years or
to the date hereof. Nor will the Company receive any revenues until it
completes an acquisition, reorganization or merger, at the earliest.
The Company can provide no assurance that any acquired venture will produce
any material revenues for the Company or its stockholders or that any such
venture will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply substantially all of the
proceeds that it may receive through the issuance of stock or debt to a
suitable acquisition, subject to the criteria identified above, such proceeds
will not otherwise be designated for any more specific purpose. The Company
can provide no assurance that any allocation of such proceeds will allow it to
achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision of whether
to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public. The Company can provide no assurance that
any investment in the Company will not ultimately prove to be less favorable
than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
invest. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2 of this
Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, these legal restrictions may
have a material adverse impact on the Company's ability to raise capital
because potential purchasers of the Company's securities must be residents of
states that permit the purchase of such securities. These restrictions may
also limit or prohibit stockholders from reselling shares of the Company's
common stock within the borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Commission of certain
offerings registered in such states by filing a Form D under Regulation D of
the Securities and Exchange Commission. All states (with the exception of
Alabama, Delaware, Florida, Hawaii, Minnesota, Nebraska and New York) have
adopted some form of SCOR. States participating in the SCOR program also allow
applications for registration of securities by qualification by filing a Form
U-7 with the states' securities commissions. Nevertheless, the Company does
not anticipate making any SCOR offering or other public offering in the
foreseeable future, even in any jurisdiction where it may be eligible for
participation in SCOR despite its status as a "blank check" or "blind pool"
company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictionsa should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
Voting Control. Due to his ownership of a majority of the Company's
outstanding voting securities, David C. Merrell, the President and a director
of the Company, has the ability to elect all of the Company's directors, who
in turn elect all executive officers, without regard to the votes of other
stockholders. Mr. Merrell's present beneficial ownership amounts to
approximately 58% of the outstanding voting securities of the Company. See
Part I, Item 4.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; and there can be no assurance
that such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.
There has been no "established public market" for the Company's
common stock during the past seven years; the last quotations for securities
of the Company appeared in the "Pink Sheets" of the National Quotations
Bureau, Inc. during the last quarter of 1989 and the first quarter of 1990.
At such time as the Company completes an acquisition, reorganization or merger
transaction, if at all, it may attempt to qualify for listing on either NASDAQ
or a national securities exchange. However, at least initially, any trading
in its common stock will most likely be conducted in the over-the-counter
market in the "Pink Sheets" or the OTC Bulletin Board of the NASD.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national
exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv)
in issuers with net tangible assets less than $2,000,000 (if the issuer has
been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Commission require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for
the investor's account. Potential investors in the Company's common stock are
urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience
and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or
merger through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any other
entity in the strata of these endeavors; however, the Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by the Company for the past
several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
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Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
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None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ---------- -----------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the past eight fiscal years. The Company's
plan of operation for the next 12 months is to continue to seek the
acquisition of assets, property or business that may benefit the Company and
its stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for any such
venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
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The Company has had no material operations since 1989. Losses of ($118),
($38,118) and ($7,940), respectively, for the fiscal years ended June 30,
1995, 1996 and 1997, resulted from the issuance of shares of common stock of
the Company for services rendered. These services primarily related to
maintaining the Company in good standing and "due diligence" activities
respecting its history and past operations.
Liquidity.
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The Company had no liquidity during the fiscal years ended June 30, 1996
and 1995. Advances by a director and executive officer during the fiscal year
ended June 30, 1997, amounted to $4,151, and were utilized for miscellaneous
expenses, filing fees and franchise taxes.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal
executive office address and telephone number are the home address and
telephone number of its President, David C. Merrell, and are provided at no
cost. Because the Company has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Nevada,
and with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Merrell of providing the use
of his home and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
David C. Merrell 136,648 58.148%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
Leonard W. Burningham 20,000 8.500%
455 East 500 South
Suite #205
Salt Lake City, Utah 84111
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/96 of Class
- ---------------- ------------------ -------------
[S] [C] [C]
David C. Merrell 136,648 58.148%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
Todd D. Ross 4,027 1.713%
38 South 1650 West
Ceder City, Utah 84720
Totals: 140,675 59.86%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or
other capacities in which the foregoing persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
David C. Merrell Director and 5/21/96 *
President
Todd D. Ross Director and 5/21/96 *
Sec'y/Treasurer
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
David C. Merrell. Since 1989, he has been the owner of DCM Finance, a
Salt Lake City based finance company that makes and brokers real estate loans.
Mr. Merrell received his Bachelor of Science degree in Economics from the
University of Utah in 1981.
Todd D. Ross. Since 1995, he has been a partner in DCM Finance, a Salt
Lake City Based finance company. Mr. Ross developed and manages DCM's
Internet site. He also reviews and submits venture capital proposals for
funding. Since 1991, Mr. Ross has also been the Lighting Director for the
Utah Shakespearean Festival.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (d) (e) (f) (g)
(h) (I)
Securities
All
Other Underlying
Other
Name and Year or Annual Restricted Options/
LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#)
Payouts sation
Position Ended ($) ($) sation($) Awards($) (1)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
David C. Merrell 6/30/96 0 0 0 (1) 0
0 0
President 6/30/97 0 0 0 0 0
0 0
Director 9/30/97 0 0 0 0 0
0 0
Todd D. Ross 6/30/96 0 0 0 (1) 0
0 0
Sec./Treasurer, 6/30/97 0 0 0 0 0
0 0
Director 9/30/97 0 0 0 0 0
0 0
Raymond Wilson 6/30/96 0 0 0 0 0
0 0
Former Sec/Tres 6/30/97 0 0 0 0 0
0 0
Former Director 9/30/97 0 0 0 (2) 0
0 0
</TABLE>
(1) In May, 1996, 136,648 and 4,027 "unregistered" and
"restricted" shares of the Company's common stock, were
respectively issued to David C. Merrell and Todd R. Ross in
consideration of services rendered. See the caption "Business
Development" of this Registration Statement, Part I, Item 1.
(2) In October, 1997, the Company issued 5,000
"unregistered" and "restricted" shares of its common stock to
Raymond Wilson as additional consideration for his release of any
and all liabilities owed to him by the Company. See the caption
"Business Development" of this Registration Statement, Part I,
Item 1.
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the fiscal
years ended June 30, 1997 or 1996, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has
been granted any option or stock appreciation rights; accordingly, no tables
relating to such items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively.
Parents of the Issuer.
- ----------------------
The Company has no parents. See the caption "Business Development," Part
I, Item 1, of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
50,000,000 shares of one mill ($0.001) par value common voting
stock. The holders of the Company's common stock are entitled to
one vote per share on each matter submitted to a vote at a meeting of
stockholders. The shares of common stock do not carry cumulative voting
rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Commission by members of management may have a
substantial adverse impact on any such public market, and current members of
management have already satisfied the "holding period" requirement of Rule
144. See the caption "Security Ownership of Certain Beneficial Owners," Part
I, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 166.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ------------------------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accounting firm for the Company audited its last
financial statements for the years ended June 30, 1988 and 1987, and the
period ended May 8, 1989.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
All sales of "unregistered" securities for the past three years are
outlined in Part I, Item 1, under the caption "Business Development." The
persons to whom "unregistered" securities where sold are as follows: David C.
Merrell, Todd D. Ross, Jerry Peterson, Raymond Wilson and Victor Ivashin.
With the exception of Jerry Peterson and Victor Ivashin (persons believed to
be "accredited investors" or "sophisticated investors," who by reason of
business acumen, experience, employment, education or other factors, were
fully capable of evaluating the risks and merits of an investment in the
Company's securities), each of these persons is a current or former director
and executive officer of the Company and had access to all material
information regarding the Company prior to the offer or sale of these
securities. The offers and sales of these securities are believed to have
been exempt from the registration requirements of Section 5 of the Securities
Act of 1933, as amended, pursuant to Section 4(2) thereof, and from similar
states' securities laws, rules and regulations requiring the offer and sale of
securities by available state exemptions from such registration.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(I) Audited Financial Statements
September 30, 1997, June 30, 1997, 1996
and 1995
--------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
2 Agreement of Merger, dated December 23, 1988
3.1 Articles of Incorporation of Aquachlor
Marketing, Inc.(Utah), filed on July 31, 1984
3.2 Articles of Amendment to Articles of
Incorporation (Utah), filed on December 9, 1988
3.3 Articles of Incorporation of Aquachlor Marketing, Inc.(Nevada),
filed on December 20, 1988
3.4 Articles of Amendment to Articles of
Incorporation (Nevada), filed on December 23, 1988
3.5 Application for Revival in the State of Nevada
dated March 25, 1997
3.6 Articles of Amendment to Articles of
Incorporation (Nevada), filed on May 6, 1997
10 Consultant Compensation Agreement, dated April 23, 1997
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
FIRST DELTAVISION, INC.
Date:12/11/97 By:/s/David C. Merrell
------------------------
David C. Merrell, Director
and President
Date:12/11/97 By:/s/Todd D. Ross
------------------------
Todd D. Ross, Director
Secretary/Treasurer
<PAGE>
First Deltavision, Inc.
(A Development Stage Company)
Financial Statements
September 30, 1997, June 30, 1997, 1996 and 1995
<PAGE>
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
801-521-2392
Darrell T. Schvaneveldt, CPA
Independent Auditors Report
Board of Directors
First Deltavision, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of First Deltavision,
Inc., as of September 30, 1997, June 30, 1997, 1996 and 1995, and the related
statements of operations, stockholders equity, and cash flows for the period
July 1, 1997 to September 30, 1997, and the years ended June 30, 1997, 1996
and 1995. These financial statements are the responsibility of the Company s
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of First Deltavision, Inc., as
of September 30, 1997, June 30, 1997, 1996, and 1995, and the results of its
operations and its cash flows for the period July 1, 1997 to September 30,
1997, and the years ended June 30, 1997, 1996 and 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #6 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at September 30, 1997. These factors raise substantial doubt about
the Company s ability to continue as a going concern. Management s plans in
regard to these matters are also discussed in Note #6. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/S/Schvaneveldt & Company
Salt Lake City, Utah
October 13, 1997
<TABLE>
First Deltavision, Inc.
(A Development Stage Company)
Balance Sheets
September 30, 1997, June 30, 1997, 1996 and 1995
<CAPTION>
September June June June
30, 1997 30, 1997 30, 1996 30, 1995
Assets
<S> <C> <C> <C> <C>
Current Assets $ -0- $ -0- $ -0- $ -0-
Total Assets $ -0- $ -0- $ -0- $ -0-
Liabilities & Stockholders Equity
Current Liabilities
Accounts Payable $ 4,739 $ 4,739 $ 950 $ 831
Due to Officers 4,151 4,151 -0- -0-
Total Liabilities 8,890 8,890 950 831
Stockholders' Equity
Common Stock 50,000,000
Shares Authorized: $0.001
Par Value 200,000 Shares
and 47,013 Shares Issued &
Outstanding Retroactively
Restated Respectively 200 200 200 47
Paid In Capital 100,156 100,156 100,156 62,309
Accumulated Deficit (109,246) (109,246) (101,306) (63,187)
Total Stockholders' Equity (8,890) (8,890) (950) (831)
Total Liabilities &
Stockholders Equity $ -0- $ -0- $ -0- $ -0-
</TABLE>
<TABLE>
First Deltavision, Inc.
(A Development Stage Company)
Statement of Operations
For the Accumulated Period from Inception July 31, 1984 to September 30, 1997,
& the Period July 1, 1997 to September 30, 1997,
& the Fiscal Years Ended June 30, 1997, 1996 & 1995
<CAPTION>
September June June June
Accumulated 30, 1997 30, 1996 30, 1996 30, 1995
<S> <C> <C> <C> <C> <C>
Revenues $ -0- $ -0- $ -0- $ -0- $ -0-
Expenses
Amortization 320 -0- -0- -0- -0-
Royalties 46,410 -0- -0- -0- -0-
Travel 3,914 -0- -0- -0- -0-
Taxes 1,644 -0- -0- 118 118
Consultant Fees 41,250 -0- 1,250 38,000 -0-
Office 2,709 -0- 951 -0- -0-
Professional Fees 3,689 -0- 3,489 -0- -0-
Interest 668 -0- -0- -0- -0-
Offering Costs 6,392 -0- -0- -0- -0-
Transfer Agent Fees 2,250 -0- 2,250 -0- -0-
Total Expenses 109,246 -0- 7,940 38,118 118
Net Loss $(109,246) $ -0- $ (7,940) $(38,188) $ (118)
Loss Per Share $ .00 $ (.03) $ (.63) $ (.00)
Weighted Average
Shares Outstanding
Retroactively
Restated 200,000 200,000 60,854 47,023
</TABLE>
<TABLE>
First Deltavision, Inc.
(A Development Stage Company)
Statement of Stockholders Equity
July 31, 1984 (Inception) to September 30, 1997
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance, July 31, 1984 -0- $ -0- $ -0- $ -0-
Shares Issued to
Incorporators
for Cash Retroactively
Restated 22,863 23 57,553 -0-
Deficit for Year Ended
June 30, 1985 (39,661)
Balance, June 30, 1985 22,863 23 57,553 (39,661)
Capital Contributed by
Shareholder 2,536
Deficit for Year Ended
June 30, 1986 (20,451)
Balance, June 30, 1986 22,863 23 60,089 (60,112)
No Operations Year
Ended June 30, 1987
Balance, June 30, 1987 22,863 23 60,089 (60,112)
No Operations Year
Ended June 30, 1988
Balance, June 30, 1988 22,863 23 60,089 -0-
Capital Contributed by
Shareholder 1,044
Shares Issued for Cash
$.0002 Per Share
Retroactively Restated 24,160 24 1,176
Deficit for Year Ended
June 30, 1989 (2,107)
Balance, June 30, 1989 47,023 47 62,309 (62,219)
Deficit for Year Ended
June 30, 1990 (183)
Balance, June 30, 1990 47,023 47 62,309 (62,402)
Deficit for Year Ended
June 30, 1991 (183)
Balance June 30, 1991 47,023 47 62,309 (62,585)
Deficit for Year Ended
June 30, 1992 (183)
Balance June 30, 1992 47,023 47 62,309 (62,768)
Deficit for Year Ended
June 30, 1993 (183)
Balance June 30, 1993 47,023 47 62,309 (62,951)
Deficit for Year Ended
June 30, 1994 (119)
Balance June 30, 1994 47,023 47 62,309 (63,070)
Deficit for Year Ended
June 30, 1995 (118)
Balance June 30, 1995 47,023 47 62,309 (63,188)
Shares Issued for
Services
Retroactively
Restated 152,977 153 37,847
Deficit for Year Ended
June 30, 1996 (38,118)
Balance, June 30, 1996 200,000 200 100,156 (101,306)
Deficit for Year Ended
June 30, 1997 (7,940)
Balance, June 30, 1997 200,000 200 100,156 (109,246)
No Operations for Period
Ended September 30, 1997 -0-
Balance September 30,
1997 200,000 200 100,156 (109,246)
</TABLE>
<TABLE>
First Deltavision, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Accumulated Period from Inception July 31, 1984 to September 30, 1997,
& the Period July 1, 1997 to September 30, 1997,
& the Fiscal Years Ended June 30, 1997, 1996 & 1995
<CAPTION>
September June June June
Accumulated 30, 1997 30, 1997 30, 1996 30, 1995
<S> <C> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $(109,246) $ -0- $ (7,940) $ (38,118) $ (118)
Adjustments to Reconcile
Net Cash Used by
Operating Activities:
Amortization 320 -0- -0- -0- -0-
Non Cash Expenses 38,000 -0- -0- 38,000 -0-
Changes in Operating Assets
& Liabilities:
Increase in Accounts
Payable 4,739 -0- 3,789 118 118
Increase in Due to
Officers 4,151 -0- 4,151 -0- -0-
Net Cash Used by
Operating Activities (62,036) -0- -0- -0- -0-
Net Cash Used by
Investing Activities
Incorporation Costs (320) -0- -0- -0- -0-
Net Cash Used by
Investing Activities (320) -0- -0- -0- -0-
Cash Flows from
Financing Activities
Cash from Sale of Common
Stock 58,776 -0- -0- -0- -0-
Contributed Capital 3,580 -0- -0- -0- -0-
Net Cash Provided
By Financing
Activities 62,356 -0- -0- -0- -0-
Increase in Cash -0- -0- -0- -0- -0-
Cash at Beginning of Period -0- -0- -0- -0- -0-
Cash at End of Period $ -0- $ -0- $ -0- $ -0- $ -0-
Cash Disclosures from
Operating Activities
Interest $ 668 $ -0- $ -0- $ -0- $ -0-
Taxes -0- -0- -0- -0- -0-
Significant Non Cash
Transactions
Issued 152,977 Post Split
Shares for Services $38,000 $ -0- $38,000 $ -0- $ -0-
</TABLE>
First Deltavision, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Corporate History
The Company was incorporated in the State of Utah on July 31, 1984, under
the name of Aquachlor Marketing, Inc. The Company never engaged in business
activities and was suspended for failure to file annual reports and tax
returns. In December 1988, all required reports and tax returns were filed
and the Company was reinstated by the State of Utah.
On December 23, 1988, the Company merged with Aquachlor, Inc., a Nevada
Corporation, incorporated on December 20, 1988. The Nevada Corporation became
the surviving corporation and changed its name to Deltavision, Inc.
On March 25, 1997, the Company received a Certificate of Revival from the
State of Nevada using the name First Deltavision, Inc.
The purpose of the Company as established by its Articles of
Incorporation is to engage in any lawful activity. The Company has not
engaged in any business activities that have produced significant revenues and
therefore remains a development stage company.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses will be recognized in the period
when the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and
other convertible issues that may be exercised within ten years of the
financial statement dates.
E. Inventories: Inventories will be stated at the lower of cost,
determined by the FIFO method or market.
F. Depreciation: The cost of property and equipment will be depreciated
over the estimated useful lives of the related assets. The cost of
leasehold improvements will be depreciated (amortized) over the lesser of
the length of the related assets or the estimated lives of the assets.
Depreciation will be computed on the straight line method for reporting
purposes and for tax purposes.
G. Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
NOTE #3 - Related Party Transactions
The Company s President has advanced the Company funds to pay current
costs. These advanced funds are due to the President when funds become
available and bears no interest.
NOTE #4 - Net Operating Loss Carryforward for Income Tax Purposes
The Company has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue Codes are met. These
losses are as follows:
Expiration
Year of Loss Amount Date
1985 $ 39,661 2000
1986 20,451 2001
1987 -0-
1988 -0-
1989 2,107 2004
1990 183 2005
1991 183 2006
1992 183 2007
1993 183 2008
1994 119 2009
1995 118 2010
1996 38,118 2011
1997 6,690 2012
The Company has adopted FASB 109 to account for income taxes. The
Company currently has no issues that create timing differences that would
mandate deferred tax expenses. Net operating losses would create possible tax
assets in future years. Due to the uncertainty as to the utilization of net
operating loss carryforwards an evaluation allowance has been made to the
extent of any tax benefit that net operating losses may generate.
1997 1996 1995
Current Tax Assets Value of
Net Operating Loss
Carryforwards at Current
Prevailing
Federal Tax Rate $ 25,368 $ 22,759 $ 10,797
Evaluation Allowance (25,368) (22,759) (10,797)
Net Tax Assets -0- -0- -0-
Current Income Tax Expense -0- -0- -0-
Deferred Income Tax Benefit -0- -0- -0-
NOTE #5 - Common Stock Transaction
The Company is authorized to issue 50,000,000 shares of common stock,
with a par value of $0.001 per share.
On December 9, 1988, the Company split its shares on a 5 for 1 basis.
Following the stock split there were 11,677,920 shares outstanding.
In 1996, the Company issued 38,000,000 shares of its common stock in lieu
of cash for consulting fees valued at $38,000.
On April 23, 1997, the Board of Directors unanimously consented to a one
share for 248.399 shares stock split. Following the stock split and
adjustments so that no shareholders held less than 100 shares, the Company had
200,000 shares outstanding.
Further is was resolved to adopt, execute and deliver a written
compensation agreement to be known as the Consultant Compensation Agreement
No. 1". The Agreement provides for the Company to issue 30,000 post-split
shares to Consultants for non-capital raising services, valued at $1,250. As
of the date of this report these services had been rendered, but the
authorized shares have not been issued.
NOTE #6 - Going Concern
The Company has no assets and no operations from which it can obtain
working capital. The Company recognizes that it must find a source of working
capital or the Company may not be able to continue its existence.
AGREEMENT OF MERGER
OF
AQUACHLOR MARKETING, INC.
(A Utah Corporation)
AND
AQUACHLOR MARKETING, INC.
(A Nevada Corporation)
This Agreement of Merger entered into between AQUACHLOR MARKETING,
INC., a Utah Corporation, herein ("Merging Corporation") and AQUACHLOR
MARKETING, INC. herein ("Surviving Corporation").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Each outstanding share of Merging Corporation shall be converted
to each share of Surviving Corporation.
3. The Merging Corporation shall from time to time, as and when
requested by Surviving Corporation, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence or
carry out this merger.
4. The effect of this merger and the effective date of the merger are
as prescribed by law.
IN WITNESS WHEREOF the parties have executed this Agreement.
STATE OF UTAH )
)
COUNTY OF SALT LAKE)
AQUACHLOR MARKETING INC.
(A Utah Corporation) I, THE UNDERSIGNED, A NOTARY PUBLIC
COMMISSION TO TAKE ACKNOWLEDGMENT
by:/s/Frank J. Scoville AND ADMINISTER OATH IN THE STATE OF
- ---------------------------- UTAH, DO HEREBY CERTIFY THAT ON THIS
Frank J. Scoville, President DAY, PERSONALLY APPEARED BEFORE ME
FRANK J. SCOVILLE AND ANN SCOVILLE
by:/s/Ann Scoville BEING THE MAJORITY DIRECTORS REFERRED
- ---------------------------- TO IN THIS INSTRUMENT, PERSONALLY
Ann Scoville, Secretary APPEARED BEFORE ME AND WHO BEING BY
ME FIRST DULY SWORN, SEVERALLY
AQUACHLOR MARKETING, INC. DECLARED THAT THEY ARE THE PERSONS
(A Nevada Corporation) WHO SIGNED THE FOREGOING INSTRUMENT
CONTAINED THAT THE STATEMENT THEREIN
by:/s/Frank J. Scoville CONTAINED ARE TRUE.
- ----------------------------
Frank J. Scoville, President
by:/s/Ann Scoville /s/Cynthia O. Duscoll
- ---------------------------- ---------------------
Ann Scoville, Secretary Notary
ARTICLES OF INCORPORATION
OF
AQUACHLOR MARKETING, INC.
We, the undersigned, natural persons of the age of twenty-one (21)
years or more, acting as Incorporators of a corporation, hereinafter
referred to as the "Corporation", under the provision of the Utah
business Corporation "ACT", (This Act as amended from time to time is
refereed to herein as the "ACT", hereby adopt the following Articles of
Incorporation.
ARTICLE I
The name of the Corporation is AQUACHLOR MARKETING, INC.
ARTICLE II
The period of duration of the Corporation is perpetual.
ARTICLE III
The Purpose or Purposes are:
1. Purposes: The purpose or purposes for which the Corporation is
organized are as follows:
(a) Primarily to engage in the sale and marketing and
manufacturing of an electronic chlorinator for swimming pools, food
processing, etc.
(b) To engage generally in the business of buying, selling,
distributing, leasing, and otherwise dealing in swimming pool, food
processing etc., equipment and supplies.
(c) To engage in any business related or unrelated to those
described in clauses (a) and (b) of this Article III and from time to
time authorized or approved by the Board of Directors of this
Corporation.
(d) To act as partner or joint venturer or in any other legal
capacity in any transaction.
(e) To do business anywhere in the world.
(f) To have and exercise all rights and powers from time to time
granted to a corporation by law.
(g) To do everything necessary, proper, advisable, or convenient
for the accomplishment of the foregoing purposes, and to do all other
things incidental to them or connected with them that are not forbidden
by the ACT, or other law, or by these Articles of Incorporation.
ARTICLE IV
1. Number. The aggregate number of shares which the Corporation
shall have authority to issue is Fifty Thousand shares of capital stock
with no par value.
2. Stated Capital. The sums of the amount of consideration
received by the Corporation for all shares of the Corporation without
par value that have been issued, except such part of the consideration
therefor as may have been allocated to capital surplus in a manner
permitted by law, shall be the stated capital of the Corporation at any
particular time.
3. Dividends. The holders of the outstanding capital stock shall
be entitled to receive, when and as declared by the Board of Directors,
solely out of the unreserved and unrestricted earned surplus of the
Corporation, dividends payable either in cash, in property, or in shares
of the capital stock of the Corporation.
ARTICLE V
Shares Not to be Divided into Classes.
The shares of the Corporation are not to be divided into classes.
ARTICLE VI
No Shares Issued in Series.
The Corporation is not authorized to issue shares in series.
ARTICLE VII
Receipt of minimum Capital.
1. The Corporation will not commence business until
consideration of the value of at least $1,000.00 has been received for
the issuance of shares.
ARTICLE VIII
Provision for Regulation of Internal Affairs.
1. Meeting of Shareholders. Meetings of the shareholders of the
Corporation may be held in such place, either within or without the State
of Utah, as may be provided in the Code of Bylaws. In the absence of any
such provision, all meetings shall be held at the registered office of
the Corporation.
2. Meetings of Directors. Meetings of the Board of Directors of
the Corporation, regular or special, may be held either within or without
the State of Utah.
3.
shall be adopted by its Board of Directors. The Power to alter, amend or
repeal the Code of Bylaws, or to adopt a new Code of Bylaws, shall be
vested in the Board of Directors. The Code of Bylaws may contain any
provision for the regulation and management of the affairs of the
Corporation not inconsistent with the ACT or these Articles of
Incorporation.
4. Interest of Directors in Contracts. Any contract or other
action between the Corporation and one or more of its directors, or
between the Corporation and any firm of which one or more of its
directors are members or employees, or in which they are interested, or
between the Corporation or association of which one or more of its
directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting
of the Board of Directors of the Corporation, which acts upon, or in
reference to, such contract or transaction, and notwithstanding his or
their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors,
shall, nevertheless, authorize, approve and ratify such contract, or
transaction by a vote of a majority of directors present, such
interest of director or directors to be counted in determining whether a
quorum is present, but not to be counted in calculating the majority
necessary to carry such vote. This section shall not construed to
invalidate any contract or any transaction which would otherwise be valid
under the common and statutory law applicable thereto.
5. Executive Committee. If the Code of Bylaws so provided, the
Board of Directors, by resolution adopted by a majority of the number of
directors fixed by the Code of Bylaws, or in the absence of the bylaw
fixing the number of directors, then of the number stated in these
Articles of Incorporation, may designate two or more directors to
constitute an Executive Committee, which Committee, to the extent
provided in such resolution or the code of Bylaws, shall have and may
exercise all of the authority of the Board of Directors and the
management of the Corporation; both the designation of such Executive
Committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
6.
reserves the right from time to time to amend, alter, or repeal, or so
add any provision to its Article of Incorporation in the manner
prescribed by the ACT.
7. Compensation of Directors. The Board of Directors is
authorized to make provision for reasonable compensation to its members
when their services as directors and to fix the basis and conditions upon
which this compensation shall be made. Any director may also serve in the
Corporation in any capacity and receive compensation therefor in any
form.
ARTICLE IX
Address of Initial Registered Office
and
Name of Initial Registered Agent
1. Registered Office. The address of the initial registered
office of the Corporation is 4646 South 3975 East, Salt Lake City, Utah
84117.
2. Registered Agent. The initial registered agent of the
Corporation is Frank J. Scoville.
ARTICLE X
Date Respecting Directors
1. Initial Board of Directors. The initial Board of Directors
shall consist of three (3) members who need not be shareholders of the
Corporation.
2. Names and Addresses. The names and addresses of the persons
who are to serve as directors until the first annual meeting of the
shareholders or until their successors shall have elected and qualified
are:
NAME STREET ADDRESS CITY AND STATE
1. Frank J. Scoville 4646 South 3075 East Salt Lake City, Utah 84117
2. Ann Scoville 4646 South 3075 East Salt Lake City, Utah 84117
3. Stacy Christensen 7196 Station Creek Way Salt Lake City Utah 84047
3. Increase or Decrease of Directors. The number of directors of
the Corporation shall not be less than three. Subject to this limitation,
the number of directors may be increased or decreased from time to time
by amendment of the code of Bylaws; but no decrease shall have the effect
of shortening the term of any incumbent director. In the absence of a
provision in the Code of Bylaws, fixing the number of directors, the
number shall be five.
ARTICLE VII-A
The capital stock of this Company shall be issued as fully paid,
and the private property of the shareholders shall not be liable for the
debts, obligations or liabilities of this Corporation.
ARTICLE VII-B
Shares of stock of this Corporation authorized and issued
pursuant to these Articles within two (2) years from the date of
incorporation are for purpose of the Internal Revenue Code authorized and
issued in compliance with and as prescribed by Section 1244 of the
Internal Revenue Code of 1964 and shall be known as "Section 1244
Stock."
ARTICLE XI
Date Respecting Incorporators.
The names and addresses of the Incorporators of the Corporation
are:
NAME STREET ADDRESS CITY AND STATE
1. Frank J. Scoville 4646 South 3075 East Salt Lake City, Utah 84117
2. Ann Scoville 4646 South 3075 East Salt Lake City, Utah 84117
3. Stacy Christensen 7196 Station Creek Way Salt Lake City, Utah 84047
ARTICLE XII
Special Transactions.
This corporation shall have the power and right through its
Board of Directors and without the consent of its shareholders to acquire
by purchase or otherwise, shares of its own stock which may be purchased
from the unreserved or unrestricted capital surplus of the Corporation.
The Board of Directors shall also have the right and power to authorize
and make distribution of its shareholders in partial liquidation of the
capital asset on such terms as the Board of Directors may deem
appropriate. Such distribution may be made whether in cash or property or
may be made from out of the Corporation's stated capital or capital
surplus provided that such distribution shall not render the Corporation
insolvent or otherwise unable to meet its obligations.
ARTICLE XIII
Restriction on Stock Transfer.
No stock in this Corporation shall be transferred to any person
who it not a shareholder unless the stock shall have first been offered
in writing for sale to each of the other shareholders of this Corporation
at the same price and on the same terms as would govern a transfer to a
person not a shareholder. The writing shall set forth price and terms and
shall be sent by registered mail to each shareholder at the address
listed on the corporate books; The right to transfer the stock to a
person not a shareholder shall not exist until all existing shareholder
refuse the offer as provided above, or until they fail for a period of
ten (10) days after receipt of the written offer to accept the same by
compliance with the terms therein set forth. Regulations as to the
formalities and the procedures to be followed in effecting the transfer
shall be prescribed by the Bylaws of this Corporation.
EXECUTED THIS DAY OF JULY, 1984.
/s/Frank Scoville
--------------------------
Frank Scoville
/s/Ann Scoville
--------------------------
Ann Scoville
/s/Stacy Christensen
--------------------------
Stacy Christensen
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
I, the undersigned. a Notary Public duly commissioned to take
acknowledgment and administer oath in the State of Utah, do hereby
certify that on this day, personally appeared before me Frank J.
Scoville, Ann Scoville, and Stacy Christensen being all of the
incorporators referred to in Article XI of the foregoing Articles of
Incorporation, personally appeared before me and who being by me first
duly sworn, severally declared that they are the persons who signed the
foregoing instrument as incorporators, and that the statements therein
contained are true.
Witness my hand and notoria1 seal this, 15th Day of July, 1984.
/s/Viola B. Hutton
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FRANK J. SCOVILLE and ANN SCOVILLE certify that:
1. They are the president and secretary, respectively, of
AQUACHLOR MARKETING, INC. a Utah Corporation.,
2. ARTICLE IV NUMBER of the Articles of Incorporation of this
corporation is amended as follows:
"THIS CORPORATION IS AUTHORIZED TO ISSUE ONLY ONE CLASS
OF STOCK: THE TOTAL NUMBER OF SHARES WHICH THIS CORPORATION
IS AUTHORIZED TO ISSUE FIFTY MILLION (50,000,000) SHARES;
THE PAR VALUE PER SHARE IS ONE MIL ($0.001) PER SHARE OF
COMMON VOTING STOCK: AND EACH SHARE OF COMMON STOCK PRESENTLY
ISSUED AND OUTSTANDING BE EXCHANGED FOR FIVE (5) OF THE NEW
ONE MILL ($0.001) PAR VALUE COMMON VOTING SHARES OF STOCK".
3. The foregoing amendment of Article of Incorporation has been
approved by the required vote of the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with
Utah Law. The total number of outstanding shares of the corporation is
1,135,584 times 5 = 5,677,920 shares. The number of shares voted in favor
of the amendment (90%) equaled or exceeds the vote required. The
percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the
State of Utah that the matters set forth in this certificate are true and
correct to our own knowledge.
This meeting was held November 21, 1988.
DATED: November 21, 1988
by:/s/Frank J. Scoville
- ----------------------------
Frank J. Scoville, President
by:/s/Ann Scoville
- ----------------------------
Ann Scoville, Secretary
/s/Cynthia O. Duscoll
---------------------
Notary
ARTICLES OF INCORPORATION
OF
AQUACHLOR MARKETING, INC.
WE, THE UNDERSIGNED, NATURAL PERSONS OF THE AGE OF TWENTY ONE (21) YEARS
OR MORE, ACTING AS INCORPORATORS OF THE CORPORATION HEREINAFTER REFERRED TO AS
THE "CORPORATION" HEREBY ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:
ARTICLE I
The name of the Corporation is AQUACHLOR MARKETING, INC.
ARTICLE II
The period of duration of the Corporation is PERPETUAL.
ARTICLE III
The Purpose or Purposes are:
1. PURPOSES: The purpose or purposes for which the Corporation is
organized are as follows:
(a) Primarily to engage in a revolutionary process that, among other
attributes, compresses and regenerates fully 100% of an audio and video signal
using systems now in general use worldwide.
(b) To engage generally in the business of manufacturing, selling,
distributing, leasing and otherwise dealing in a revolutionary process that
among other attributes compresses and regenerates fully 100% of an audio and
video signal using systems now in general use worldwide.
(c) To engage in any business related or unrelated to those described
in clauses (a) and (b) of this ARTICLE III and from time to time authorized or
approved by the Board of Directors of this Corporation.
(d) To act as partner or joint venturer or in any other legal capacity
in any transaction.
(e) To do business anywhere in the world.
(f) To have and exercise all rights and powers from time to time
granted to a corporation by law.
(g) To do everything necessary, proper, advisable or convenient for
the accomplishment of the foregoing purposes, and to do all other things
incidental to them or connected with them that are not forbidden by law, or by
these Articles of Incorporation.
ARTICLE IV
1. NUMBER. The aggregate number of shares which the Corporation shall
have authorized is FIFTY MILLION (50,000,000) SHARES OF CAPITAL STOCK with par
value of ONE MIL ($0.001).
2. STATED CAPITAL. The sum of the amount of consideration received by
the corporation for all shares of the Corporation with par value of $0.001
that have been issued, except such part of the consideration therefor as may
have been allocated to capital surplus in a manner permitted by law, shall be
the stated capital of the Corporation at any particular time.
3. DIVIDENDS. The holders of the outstanding capital stock shall be
entitled to receive, when and as declared by the Board of Directors, solely
out of the unreserved and unrestricted earned surplus of the Corporation,
dividends payable either in cash, in property, or in shares of the capital
stock of the Corporation.
ARTICLE V
Shares not to be divided into classes:
The shares of the Corporation are not to be divided into classes.
ARTICLE VI
No Shares issued in Series.
The Corporation is not authorized to issue shares in series.
ARTICLE VII
Receipt of Minimum Capital
The Corporation will not commence business until consideration of the
value of at least $1,000.00 has been received for the issuance of shares.
ARTICLE VIII
Provision for Regulation of Internal Affairs
1. MEETING OF SHAREHOLDERS: Meeting of the shareholders of the
Corporation may be held in such place, either within or without the State of
Nevada, as may be provided in the Code of By Laws. In the absence of any such
provision, all meetings shall be held at the registered office of the
Corporation.
2. MEETING OF DIRECTORS: Meetings of the Board of Directors of the
Corporation, regular or special, may be held either within or without the
State of Nevada.
3. CODE OF BY LAWS: The Internal Code of By Law of the Corporation
shall he adopted by its Board of Directors. The Power to alter, amend or
repeal the Code of By Laws, or to adopt a new Code of By Laws, shall be vested
ln the Board of Directors. the Code of By Laws may contain any provision for
the regulation and management of the affairs of the Corporation not
inconsistent with the laws of Nevada or these Articles of Incorporation.
4. INTEREST OF DIRECTORS IN CONTRACTS: Any contract or other action
between the Corporation and one or more of its directors, or between the
Corporation and any firm of which one or more of its directors are members or
employees, or in which they are interested, or between the Corporation or
association of which one or more of its directors are
shareholders, members, directors, officers, or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such director or directors at the meeting of the Board of Directors of the
Corporation, which acts upon, or in reference to, such contract or
transaction, and notwithstanding his or their participation in such action, if
the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors, shall, nevertheless, authorize, approve
and ratify such contract or transaction by a vote of a majority of directors
present, such interest of director or directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
necessary to carry such vote. This section shall not be construed to
invalidate any contract or any transaction which would otherwise be valid
under the common and statutory law applicable thereto.
5. EXECUTIVE COMMITTEE: If the Code of By Laws so provided, the Board
of Directors, be resolution adopted by a majority of the number of directors
fixed by the Code of By Laws, or in the absence of the By Laws fixing the
number of directors, then the number stated in these Articles of
Incorporation, may designate tow or more directors to constitute an Executive
Committee, which Committee, to the extent provided in such resolution of the
Code of By Laws, shall have and may exercise all of the authority of the Board
of Directors and the management of the Corporation; both the designation of
such Executive Committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
6. AMENDMENT TO ARTICLE OF INCORPORATION: The Corporation reserves the
right from time to time to amend, alter, or repeal, or to add any provision to
its Articles of Incorporation in the manner prescribed by the laws of Nevada.
7. COMPENSATION OF DIRECTORS: The Board of Directors is authorized to
make provision for reasonable compensation to its members when their services
as directors and to fix the basis and conditions upon which this compensation
shall be made. Any director may also serve in the Corporation in any capacity
and receive compensation therefor in any form.
ARTICLE IX
Address of Initial Registered Office
and
Name of Initial registered Agent
1. REGISTERED OFFICE: The address of the initial registered office of
the Corporation is: 1870 TWIN OAKS ROAD, RENO, NEVADA, 89611
2. REGISTERED AGENT: The initial registered agent of the Corporation
is BERT GALL.
ARTICLE X
Data Respecting Directors.
1. INITIAL BOARD OF DIRECTORS: The initial Board of Directors shall
consist of three (3) members who need not be shareholders of the Corporation.
2. NAMES AND ADDRESSES: The names and addresses of the persons who are
to serve as directors until the first annual meeting of the shareholders or
until their successors shall have elected and qualified are:
FRANK J. SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117
ANN SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117
RICHARD B. SCOVILLE, 1482 Ken Rey, Salt Lake City, Utah 84108
3. INCREASE OR DECREASE OF DIRECTORS: The number of directors of the
Corporation shall not be less than three. Subject to this limitation, the
number of directors may be increased or decreased from time to time by
amendment of the Code of By Laws, but no decrease shall have the effect of
shortening the term of any incumbent director. In the absence of a provision
in the Code of By Laws, fixing the number of directors, the number shall be
seven (7).
ARTICLE XI
Data Respecting Incorporators.
The names and addresses of the Incorporators of the Corporation are:
FRANK J. SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117
ANN SCOVILLE, 4646 South 3075 East, Salt Lake City, Utah 84117
RICHARD B. SCOVILLE, 1482 Ken Rey, Salt Lake City, Utah 84108
ARTICLE XII
Special Transactions:
This Corporation shall have the power and right through its Board of
Directors and without the consent of its shareholders to acquire by purchase
or otherwise, shares of its own stock which may be purchased from the
unreserved or unrestricted capital surplus of the Corporation. The Board of
Directors shall also have the right and power to authorize and make
distribution of its shareholders in partial liquidation of the capital asset
on such terms as the Board of Directors may deem appropriate. Such
distribution may be made whether in cash or property or may be made from out
of the Corporation's stated capital or capital surplus provided that such
distribution shall not render the Corporation insolvent or otherwise unable to
meet its obligations.
ARTICLE XIII
The capital stock of this Corporation shall be issued as fully paid and
the private property of the shareholders shall not be liable for the debts,
obligations or liabilities of this Corporation.
ARTICLE XIV
Shares of stock of this Corporation authorized and issued pursuant to
these Articles within two (2) years from the date of Incorporation are for
purpose of Internal Revenue Code authorized and issued in compliance with and
as prescribed by Section 1244 of the Internal Revenue Code of 1964 and shall
be known as "Section 1244 Stock".
EXECUTED THIS 16 day of November, 1988
/s/Frank J. Scoville
------------------------
Frank J. Scoville
/s/Ann Scoville
------------------------
Ann Scoville
/s/Richard B. Scoville
------------------------
Richard B. Scoville
STATE OF UTAH )
)
COUNTY OF SALT LAKE )
I, THE UNDERSIGNED, A NOTARY PUBLIC COMMISSION TO TAKE ACKNOWLEDGMENT
AND ADMINISTER OATH IN THC STATE OF UTAH, SO HEREBY CERTIFY THAT ON THIS DAY,
PERSONALLY APPEARED BEFORE ME FRANK J. SCOVILLE, ANN SCOVILLE, AND RICHARD
SCOVILLE. BEING ALL THE INCORPORATORS REFERRED TO IN ARTICLE XI OF THE
FOREGOING ARTICLES OF INCORPORATION. PERSONALLY APPEARED BEFORE ME, AND WHO
BEING BY ME FIRST DULY SWORN, SEVERALLY DECLARED THAT THEY ARE THE PERSONS
WHO SIGNED THE FOREGOING INSTRUMENT AS INCORPORATORS AND THAT THE STATEMENT
THEREIN CONTAINED ARE TRUE.
WITNESS MY HAND AND NOTARIAL SEAL THIS /S/CYNTHIA O.
MY COMMISSION EXPIRES 3/11/90
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FRANK J. SCOVILLE and ANN SCOVILLE certify that:
1. They are the president and secretary, respectively, of AQUACHLOR
MARKETING, INC., a Nevada Corporation.
2. Article 1 of the Articles of Incorporation of this Corporation is
amended to read as follows:
"The name of the Corporation is DELTAVISION, INC."
3. The foregoing amendment of Articles of Incorporation has been
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been
approved by the required vote of shareholders in accordance with Nevada Law.
The total number of outstanding shares of the Corporation is 5,677,920 shares.
The number of shares voted in favor of the amendment (99.95%) equaled or
exceeds the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the
State of Nevada that the matters set forth in this certificate are true and
correct to our knowledge.
STATE OF UTAH )
)
COUNTY OF SALT LAKE)
DATED:
I, THE UNDERSIGNED, A NOTARY PUBLIC
COMMISSIONED TO TAKE ACKNOWLEDGMENT
AND ADMINISTER OATH IN THE STATE OF
by:/s/Frank J. Scoville UTAH, DO HEREBY CERTIFY THAT THIS
- ---------------------------- DAY, PERSONALLY APPEARED BEFORE ME
FRANK J. SCOVILLE, PRESIDENT FRANK J. SCOVILLE, ANN SCOVILLE AND
RICHARD B. SCOVILLE BEING ALL THE
DIRECTORS REFERRED TO IN THIS
by:/s/Ann Scoville DOCUMENT, PERSONALLY APPEARED BEFORE
- ---------------------------- ME, AND WHO BEING BY ME FIRST DULY
ANN SCOVILLE, SECRETARY SWORN, SEVERALLY DECLARED THAT THEY
ARE THE PERSONS WHO SIGNED THE FORE-
GOING INSTRUMENT AND THAT THE STATE-
by:/s/Richard B. Scoville MENTS THEREIN CONTAINED ARE TRUE.
- ----------------------------
RICHARD B. SCOVILLE, DIRECTOR
/s/Cynthia O Duscoll
--------------------
Notary Public
Application for Revival
This application authorized the office of the secretary of state of
Nevada to revive Deltavision, Inc. under the new name of First Deltavision,
Inc.
This application is accompanied with the certificate of revival, the
designation of the resident agent, and all fees and penalties.
/s/David C. Merrell
--------------------------
Authorized signature
President/Director
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 25 1997
No:C10133-88
DEAN HELLER,SECRETARY OF STATE
CERTIFICATE OF FIRST DELTAVISION, INC.,
A NEVADA CORPORATION,
PURSUANT TO SECTION 78.207(4) OF THE
NEVADA REVISED STATUTES
FIRST: The name of the corporation is First Deltavision, Inc.
(the "Company").
SECOND: On April 23, 1997, the Board of Directors of the Company
unanimously consented to a reverse split of the Company's outstanding common
stock in the ratio of one new share for every 248.339 shares issued and
outstanding as of the date of filing of this Certificate, with fractional
shares being rounded up to the nearest whole share, and retaining the present
par value and authorized capital, with no stockholder to own less than 100
shares as a result thereof (computed on a per stockholder basis rather than a
per stock certificate basis), and with those stockholders presently owning
less than 100 shares to not be affected by such reverse split.
THIRD: The number of authorized shares and the par value of the
Company's common stock immediately before the above-referenced resolutions
were 50,000,000 shares and one mill ($0.001), respectively.
FOURTH: The number of authorized shares and the par value of the
Company's common stock immediately after the above-referenced resolutions were
50,000,000 shares and one mill ($0.001), respectively.
FIFTH: The number of shares of the Company's common stock to be
issued after the reverse split in exchange for each pre-split share of common
stock is 1/248.339 of one share.
SIXTH: No fractional shares will be issued as a result of the
reverse split. There is no provision for the payment of money or the issuance
of scrip to stockholders otherwise entitled to a fraction of a share as a
result of the reverse split.
SEVENTH: The approval of the affected stockholders is not
required and has not been sought.
EIGHTH: The above-referenced resolutions will be effective as of
the date of filing of this Certificate with the Secretary of State of the
State of Nevada.
IN WITNESS WHEREOF, the undersigned executive officers of the
Company hereby execute this Certificate on the 23rd day of April, 1997.
/s/David C. Merrell
--------------------------------
David C. Merrell, President
/s/Todd D. Ross
---------------------------------
Todd D. Ross, Secretary/Treasurer
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
David C. Merrell and Todd D. Ross, hereby acknowledge that they
are the President and Secretary/Treasurer of First Deltavision, Inc., that
they have read the foregoing information, and of their personal knowledge,
they represent and warrant that such information is true and correct in every
material respect.
/s/David C. Merrell
----------------------------------
David C. Merrell
/s/Todd D. Ross
----------------------------------
Todd D. Ross
Subscribed and sworn to before me this 23rd day of April, 1997.
/s/Sheryl A. Ross
----------------------------------
NOTARY PUBLIC
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 23rd day of April, 1997, among First Deltavision, Inc., a Nevada
corporation ("Deltavision"); and Leonard W. Burningham, Esq., Branden T.
Burningham, Esq., Sheryl Ross and Bradley C. Burningham, who have executed and
delivered this Plan by the execution and delivery of the Counterpart Signature
Pages which are designated as Exhibits "A," "B," "C" and "D" hereof
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Deltavision has adopted a
written compensation agreement for compensation of four individual Consultants
who are natural persons; and
WHEREAS, Deltavision has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Deltavision; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Deltavision and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Deltavision may issue "freely tradeable" shares of its
common stock as payment for services rendered pursuant to Rule 701 of the
Securities and Exchange Commission (the Commission );
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment.
Deltavision hereby employs the Consultants an the Consultants hereby accept
such employment, and have and will perform the services requested by
management of Deltavision to its satisfaction during the term hereof. The
services performed by the Consultants hereunder have been and will be
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants, except those persons normally employed by the Consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Deltavision harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Deltavision.
1.3 Term. All services performed at the request of
Deltavision by the Consultants shall have been performed within 120 days from
the date hereof, at which time this Plan shall terminate, unless otherwise
provided herein; provided, however, this Plan may be extended for an
additional 120 day period by written agreement of Deltavision and any of the
Consultants.
1.4 Payment. Deltavision and the Consultants agree that
Deltavision shall pay the invoices of the Consultants for the services
performed under this Plan by the issuance of shares of its common stock at a
price of approximately $0.04 per share; provided, however, such shares of
common stock shall be issued pursuant to and shall be subject to Rule 701 of
the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Deltavision with a written invoice detailing the services duly
performed. Such invoice shall be paid by Deltavision in accordance with
Section 1.4 above, subject to the satisfaction of the management of
Deltavision that the services have been performed, and to the extent
performed, that the performance was in a satisfactory manner. The submission
of an invoice for the services performed by each of the Consultants shall be
deemed to be a subscription by the respective Consultants to purchase shares
of common stock of Deltavision at the price outlined in Section 1.4 above,
subject only to Rule 701 of the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Deltavision that may be issued by Deltavision for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Deltavision shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Deltavision, and Rule 701 of the Commission covering
such shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Deltavision in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Deltavision and the Consultants agree that the per share
price of shares of common stock that may be issued by Deltavision to the
Consultants for services performed under this Plan has been arbitrarily set by
Deltavision; however, in the event Deltavision shall undergo a merger,
consolidation, reorganization, recapitalization, declare a stock dividend of
its shares of common stock or cause to be implemented a forward or reverse
stock split which affects the present number of issued and outstanding shares
of common stock of Deltavision prior to the issuance of shares to the
Consultants, that the per share price and the number of shares issuable to the
Consultants for services actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 15% of the outstanding securities of Deltavision on the date of
issuance.
Section 2
Representations and Warranties of
Deltavision
Deltavision represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Deltavision is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and is licensed or qualified as a foreign corporation in all states
in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Deltavision
has duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Deltavision may issue "freely tradeable" shares of its
common stock as payment for services rendered, subject to Rule 701 of the
Commission.
2.3 Issuance Under Rule 701. Deltavision shall, in every
professional manner whatsoever to the extent reasonably required or necessary
issue stock under Rule 701.
2.4 Federal and State Securities Laws, Rules and Regulations.
Deltavision shall fully comply with any and all federal or state securities
laws, rules and regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services. Deltavision shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Corporate Authority and Due Authorization. Deltavision has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by
Deltavision hereunder have been duly authorized by all requisite corporate
action on the part of Deltavision, and this Plan constitutes a valid and
binding obligation of Deltavision and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Deltavision.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Deltavision as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Deltavision for the services performed pursuant to this
Agreement. The services performed by the Consultants hereunder have been
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Deltavision, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Deltavision, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Deltavision is a suitable
investment for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Deltavision shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Deltavision and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein, to the extent that any misstatement was based upon information
supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated (1) by mutual consent of Deltavision and the respective Consultants
in writing; (2) by either the Directors of Deltavision or the respective
Consultants if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; and (3) shall automatically
terminate at the expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination hereof; provided,
further, however, that any obligation of Deltavision to pay for any services
actually rendered by the Consultants hereunder shall survive any such
termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Deltavision:
9005 Cobble Canyon Lane
Salt Lake City, Utah 84093
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Deltavision nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
FIRST DELTAVISION, INC., a Nevada corporation
By:
-------------------------
David C. Merrell, President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: as of 4/23/97 . /s/Leonard W. Burningham
--------------- --------------------------
Leonard W. Burningham
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 20,000 shares
$833.32
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Branden T. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: as of 4/23/97 /s/Branden T. Burningham
-------------- ---------------------------------
Branden T. Burningham
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 3,500
$145.84
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Sheryl Ross
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: as of 4/23/97 /s/Sheryl Ross
-------------- -------------------------------
Sheryl Ross
Number of
Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 3,500
$145.84
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Bradley C. Burningham
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: as of 4/23/97 /s/Bradley C. Burningham
--------------- ------------------------------
Bradley C. Burningham
Number of
Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 3,000
$125.00
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<PERIOD-END> SEP-30-1997
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