U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 0-23511
FIRST DELTAVISION, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 87-0412182
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par
value common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 2000-$0
<PAGE>
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
October 18, 2000 - $65. There are approximately 65,275 shares of
common voting stock of the Registrant held by non-affiliates. Since 1988,
there has been no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of par value per share or $0.001.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
November 13, 2000
335,500
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is
contained in Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No ___
PART I
Item 1. Description of Business.
Business Development.
---------------------
Pursuant to a Proxy Statement filed with the Securities and Exchange
Commission on June 9, 2000, and resolutions of its stockholders, First
Deltavision, Inc. (the "Company") has approved a forward split of 1.85567 for
one of the outstanding common stock of the Company; however, the Board of
Directors has not yet determined whether the reasons for submitting this
forward split to its stockholders are still viable, so it has not yet been
implemented. The Company's Proxy Statement is incorporated herein by
reference. See the Exhibit Index, Part III, Item 13.
Except as indicated above and in the Company's 10-SB Registration
Statement, as amended, which was filed with the Securities and Exchange
Commission on December 16, 1997, which became effective on or about February
14, 1998, and which is incorporated herein by reference, there have been no
material developments during the most recent fiscal year. See the Exhibit
Index, Part III, Item 13.
Business.
---------
The Company has had no material business operations for over five
years. The Company may begin the search for the acquisition of assets,
property or business that may benefit the Company and its stockholders, once
the Board of Directors sets guidelines of industries in which the Company may
have an interest.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable to
do so until it determines the particular industries of interest to the
Company.
Risk Factors.
-------------
Information regarding potential risk factors that may presently
affect the Company is contained under the heading "Risk Factors", Part I, Item
1, of the Company's 10-SB Registration Statement, as amended, and its 10-KSB
Annual Report for the year ended June 30, 1999. See Part III, Item 13.
Effect of Existing or Probable Governmental Regulations on
Business.
---------
The integrated disclosure system for small business issuers
adopted by the Securities and Exchange 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 $25,000,000 or
more. The Company is deemed to be a "small business issuer."
The Securities and Exchange 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 small business issuers to have
access to the public capital markets.
Item 2. 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 reports required to be filed with the Securities and
Exchange Commission and related 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 3. Legal Proceedings.
---------------------------
The Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated against
the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
For information regarding matters submitted to a vote of the Company's
security holders during the fourth quarter of the period covered by this
Report, see the Proxy Statement filed with the Securities and Exchange
Commission on June 6, 2000, Part III, Item 13. At the special meeting that
was held as outlined in this Proxy Statement, 165,698 shares voted in favor of
the matters proposed, with none against and none abstaining.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Market Information.
-------------------
The Company's common stock is quoted on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD") under the symbol
"FDVS", with quotations that commenced in November, 1998; however, the market
for shares of the Company's common stock is extremely limited. No assurance
can be given that the present limited market for the Company's common stock
will continue or will be maintained, and the sale of the Company's common
stock pursuant to Rule 144 of the Securities and Exchange Commission by David
C. Merrell, the Company's President, and other principal stockholders, may
have a substantial adverse impact on any such public market. All but 100,000
of the "restricted securities" of the Company that are outstanding have
satisfied the required holding period of Rule 144. See Part II, Item 11.
The high and low closing bid prices for shares of common stock of the
Company for each quarter within the last two fiscal years, or the applicable
period when there were quotations are as follows:
<TABLE>
<CAPTION>
Bid
Quarter ending: High Low
--------------- ---- ---
<S> <C> <C>
November 10, 1998
through
December 31, 1998 $.125 $.125
January 4, 1999
through
March 31, 1999 $.125 $.125
April 1, 1999
through
June 30, 1999 $.125 $.125
July 1, 1999
through
September 30, 1999 $1.50 $.125
October 1, 1999
through
December 31, 1999 $1.50 $1.50
January 3, 2000
through
March 31, 2000 $1.50 $1.50
April 3, 2000
through
June 30, 2000 $1.50 $1.50
July 3, 2000
through
September 29, 2000 $1.50 $1.50
</TABLE>
These bid prices were obtained from the National Quotation Bureau, LLC
("NQB") and do not necessarily reflect actual transactions, retail markups,
mark downs or commissions.
No assurance can be given that any "established public market" will
develop in the common stock of the Company, or if any such market does
develop, that it will continue or be sustained for any period of time.
Recent Sales of Unregistered Securities.
----------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
David C. Merrell 5/27/96 136,648 Services
Todd D. Ross 5/27/96 4,027 Services
Jerry Peterson 5/27/96 4,027 Services
Raymond Wilson 8/18/97 2,000 Release of any
10/15/97 5,000 and all
5/26/98 500 liabilities
Victor Ivashin 10/15/97 1,000 Services
Leonard W. Burningham 8/18/97 9,050 Services
Branden T. Burningham 12/22/97 3,500 Services
Sheryl Ross 12/22/97 3,500 Services
Leonard W. Burningham 12/22/97 20,000 Services
Brad Burningham 12/22/97 3,000 Services
David C. Merrell 8/16/00 50,000 Services
Leonard W. Burningham 8/16/00 50,000 Services
All of the foregoing persons are believed to be either "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.
Messrs. Peterson, Ivashin and Wilson are all former directors of the Company;
Messrs. Merrell and Ross are current directors and executive officers of the
Company; and Leonard W. Burningham is counsel for the Company, and Branden T.
Burningham, Brad Burningham and Ms. Ross are associates and/or employees of
Leonard W. Burningham who provided services to the Company. Each had all
information regarding the Company available to them. 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.
Holders.
--------
The number of record holders of the Company's common stock as of
June 30, 2000, were approximately 179; these numbers do not include an
indeterminate number of stockholders whose shares may be held by brokers in
street name. As of November 13, 2000, there were still approximately 179
stockholders.
Dividends.
----------
There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future. The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.
Item 6. 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 nine fiscal years. The Company's plan
of operation for the next 12 months has yet to be formulated, with the Company
intending to determine the industries in which it would like to focus its
business operations.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing and
filing its reports with the Securities and Exchange Commission, which may be
advanced by management or principal stockholders as loans to the Company. Any
such sums should be nominal.
Results of Operations.
----------------------
The Company has had no material operations since 1989. The Company had
losses of ($13,044) and ($7,065), respectively, for the fiscal years ended
June 30, 2000 and 1999. These losses are primarily related to maintaining the
Company in good standing and "due diligence" activities with respect to its
history and past operations. These activities have included, for example,
confirming good standing, reviewing stock transfer records and Articles of
Incorporation, as amended, and arranging for the preparation and auditing of
financial statements.
Liquidity.
----------
The Company had no current assets for the period ended June 30, 2000,
with $40,601 in current liabilities for the same period.
Item 7. Financial Statements.
------------------------------
For the periods ended June 30, 2000 and 1999
Independent Auditors' Report
Balance Sheet for June 30, 2000
Statements of Operations for the years ending
June 30, 2000 and 1999, and accumulated
for the period from inception July 31, 1984 to June 30, 2000
Statements of Stockholders' Equity (Deficit)
From July 31, 1984 through June 30, 2000
Statements of Cash Flows for the years ended
June 30, 2000 and 1999, and accumulated
for the period from inception July 31, 1984 to June 30, 2000
Notes to the Financial Statements
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2000
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 1
Balance Sheet, June 30, 2000 2
Statements of Operations, for the years ended
June 30, 2000 and 1999 and from inception 3
on July 31, 1984 through June 30, 2000
Statement of Stockholders' (Deficit), from
inception on July 31, 1984 through
June 30, 2000 4 - 5
Statements of Cash Flows, for the years ended
June 30, 2000 and 1999 and from inception on
July 31, 1984 through June 30, 2000 6
Notes to Financial Statements 7 - 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
FIRST DELTAVISION, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of First
Deltavision, Inc. [a development stage company] at June 30, 2000,
and the related statements of operations, stockholders' (deficit)
and cash flows for the year ended June 30, 2000 and for the
period from inception on July 31, 1984 through June 30, 2000.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of First Deltavision, Inc. for the period
from inception on July 31, 1984 to June 30, 1999 were audited by
other auditors whose report dated September 28, 1999 expressed an
unqualified opinion on those statements and included an
explanatory paragraph regarding the Company's ability to continue
as a going concern. The financial statements for the period from
inception (July 31, 1984) to June 30, 1999 reflect a net loss of
$129,168 of the total inception to date net loss of $142,212.
Our opinion, insofar as it relates to the amounts included for
such prior periods, is based solely on the report of such other
auditors.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the reports of other
auditors for the cumulative information for the period from
inception on July 31, 1984 to June 30, 1999, the financial
statements audited by us present fairly, in all material
respects, the financial position of First Deltavision, Inc. [a
development stage company] as of June 30, 2000 and the results of
its operations and its cash flows for the year ended June 30,
2000 and for the period from inception on July 31, 1984 through
June 30, 2000, 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 5 to the financial statements, the company has no on-going
operations, has incurred substantial losses since its inception,
has liabilities in excess of assets and has no working capital.
These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans in regards to
these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
/S/PRITCHETT, SILER, & HARDY, P.C.
PRITCHETT, SILER, & HARDY, P.C.
October 2, 2000
Salt Lake City, Utah
1
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
June 30,
2000
___________
CURRENT ASSETS $ -
___________
Total Current Assets -
___________
$ -
___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 24,638
Due to officers 14,963
Accrued expenses 1,000
___________
Total Current Liabilities 40,601
___________
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value, 50,000,000
shares authorized, 235,500 shares issued
and outstanding 235
Capital in excess of par 101,376
Deficit accumulated during the
development stage (142,212)
___________
Total Stockholders' (Deficit) (40,601)
___________
$ -
___________
The accompanying notes are an integral part of this financial
statement.
2
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
From Inception
For the Years Ended on July 31,
June 30, 1984 Through
______________________ June 30,
2000 1999 2000
__________ __________ ___________
REVENUE:
Sales $ - $ - $ -
__________ __________ ___________
Total Revenue - - -
__________ __________ ___________
EXPENSES:
General and administrative 13,044 7,065 142,212
__________ __________ ___________
Total Expenses (13,044) (7,065) (142,212)
__________ __________ ___________
LOSS FROM OPERATIONS
BEFORE INCOME TAXES (13,044) (7,065) (142,212)
CURRENT INCOME TAXES - - -
DEFERRED INCOME TAX - - -
__________ __________ ___________
NET LOSS $ (13,044) (7,065) $ (142,212)
__________ __________ ___________
LOSS PER SHARE $ (.06)$ (.03) $ (1.60)
__________ __________ ___________
The accompanying notes are an integral part of these financial
statements.
3
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2000
Earnings
Accumulated
Common Stock Capital in During the
______________________ Excess of Retained Development
Shares Amount Par Deficit Stage
__________ ___________ ___________ ________ __________
BALANCE,
July 31,
1984 - $ - $ - - $ -
Shares issued
to incorporators
for cash 22,863 23 57,553 - -
Net loss for
the year
ended
June 30,
1985 - - - - (39,661)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1985 22,863 23 57,553 - (39,661)
Capital
contributed
by shareholder - - 2,536 - -
Net loss for
year ended
June 30, 1986 - - - - (20,451)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1986 22,863 23 60,089 - (60,112)
Net loss
for the
year ended
June 30, 1987 - - - - -
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1987 22,863 23 60,089 - (60,112)
Net loss
for the
year ended
June 30,
1988 - - - - -
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1988 22,863 23 60,089 - -
Capital
contributed
by shareholder - - 1,044 - -
Shares issued
for cash at
$.0002
per share 24,160 24 1,176 - -
Net loss for
the year
ended
June 30,
1989 - - - - (2,107)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1989 47,023 47 62,309 - (62,219)
Net loss
for the
year ended
June 30,
1990 - - - - (183)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1990 47,023 47 62,309 - (62,402)
Net loss
for year
ended
June 30,
1991 - - - - (183)
BALANCE,
June 30,
1991 47,023 $ 47 $ 62,309 $ - $ (62,585)
Net loss
for year
ended
June 30,
1992 - - - - (183)
[Continued]
4
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2000
[Continued]
Earnings
Accumulated
Common Stock Capital in During the
______________________ Excess of Retained Development
Shares Amount Par Deficit Stage
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1992 47,023 47 62,309 - (62,768)
Net loss
for year
ended
June 30,
1993 - - - - (183)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1993 47,023 47 62,309 - (62,951)
Net loss
for year
ended
June 30,
1994 - - - - (119)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1994 47,023 47 62,309 - (63,070)
Net loss
for year
ended
June 30,
1995 - - - - (118)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1995 47,023 47 62,309 - (63,188)
Shares issued
for services
rendered
valued at
$.25 per
share 152,977 153 37,847 - -
Net loss
for the
year ended
June 30,
1995 - - - - (38,118)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1996 200,000 200 100,156 - (101,306)
Net loss
for the
year ended
June 30,
1997 - - - - (7,940)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1997 200,000 200 100,156 - (109,246)
Shares issued
for services
valued at
$.04 per
share 35,500 35 1,220 - -
Net loss for
the year
ended
June 30,
1998 - - - - (12,857)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1998 235,500 235 101,376 - (122,103)
Net loss
for the
year ended
June 30,
1999 - - - - (7,065)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
1999 235,500 235 101,376 - (129,168)
Net income
for the
year ended
June 30,
2000 - - - - (13,044)
__________ ___________ ___________ ________ __________
BALANCE,
June 30,
2000 235,500 $ 235 $ 101,376 $ - $ (142,212)
__________ ___________ ___________ ________ __________
The accompanying notes are an integral part of this financial
statement .
5
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
From Inception
For the Years Ended on July 31,
June 30, 1984, Through
______________________ June 30,
2000 1999 2000
__________ __________ ____________
Cash Flows From Operating
Activities:
Net loss $ (13,044) $ (7,065) $ (142,212)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Non cash expense - - 39,255
Changes in assets
and liabilities:
Increase in accounts
payable 8,235 3,961 24,638
Increase in due to
officers 3,809 3,104 14,963
Increase in accrued
expenses 1,000 - 1,000
__________ __________ ____________
Net Cash (Used) by
Operating Activities - - (62,356)
__________ __________ ____________
Cash Flows From Investing
Activities:
- - -
__________ __________ ____________
Net Cash (Used) by
Investing Activities - - -
__________ __________ ____________
Cash Flows From Financing
Activities:
Proceeds from issuance of
common stock - - 58,776
Capital contributions - - 3,580
__________ __________ ____________
Net Cash Provided by
Financing Activities - - 62,356
__________ __________ ____________
Net Increase in Cash - - -
Cash at Beginning of the Year - - -
__________ __________ ____________
Cash at End of the Year $ - $ - $ -
__________ __________ ____________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the year ended June 30, 2000:
None.
For the year ended June 30, 1999:
None
The accompanying notes are an integral part of these financial
statements.
6
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - First Deltavision, Inc. (the Company) was
organized under the laws of the State of Utah on July 31, 1984
under the name of Aquachlor Marketing. 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.
Development Stage - The Company is considered a development stage
company as defined in SFAS no. 7.
Loss Per Share - The computation of loss per share of common
stock is based on the weighted average number of shares
outstanding during the periods presented, in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" [See Note 6].
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles required
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
not for profit organization or charitable trust that raises or
holds contributions for others", and SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - deferral of
the effective date of FASB statement No. 133 ( an amendment of
FASB Statement No. 133.)," were recently issued. SFAS No. 136
and 137 have no current applicability to the Company or their
effect on the financial statements would not have been
significant.
Restatement - The financial statements have been restated for all
periods presented to reflect a 248.399 for 1 reverse stock split
on April 23, 1997 and a 5 for 1 forward stock split on December
9, 1988.
Reclassification - The financial statements for years prior to
June 30, 2000 have been reclassified to conform with the headings
and a classifications used in the June 30, 2000 financial
statements.
7
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - COMMON STOCK
The Company issued 22,863 shares of stock upon incorporation for
$57,576.
During the year ended June 30, 1989 the Company issued 24,160
shares of common stock for $1,200.
During 1996, the Company issued 152,977 shares of its previously
authorized but unissued common stock in lieu of cash for
consulting fees valued at $38,000 (or $.25 per share). Resulting
in a change in control of the Company.
During 1997, the Company approved the issuing of 35,500 common
stock for services rendered. Total proceeds amounted to $1,255
(or $.04 per share). The Company previously reported the
issuance as 35,000 shares of common stock. The financial
statements have been restated for the years ended June 30, 1999
and 1998 to reflect the issuance of an additional 500 shares of
common stock related to services previously rendered.
Stock Split - On December 9, 1988 the Company effected a 5 for 1
forward stock split. On April 23, 1997 the Company effected a
248.399 for 1 reverse stock split. The financial statements for
all periods presented have been restated to reflect these stock
splits.
Compensation Agreement - In January 2000, the board of directors
approved a compensation agreement that included the issuance of a
total of 100,000 shares of common stock to two shareholders,
50,000 to each, for services rendered which were valued at
$1,000. The shares were issued in August 2000 for $.01 per
share.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" which requires the liability approach for the
effect of income taxes.
The Company has available at June 30, 2000, unused operating loss
carryforwards of approximately $79,000, which may be applied
against future taxable income and which expire in various years
through 2020. If certain substantial changes in the Company's
ownership should occur, there could be an annual limitation on
the amount of net operating loss carryforward which can be
utilized. The amount of and ultimate realization of the benefits
from the operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of
the loss carryforwards (approximately $27,000) at June 30, 2000
and, therefore, no deferred tax asset has been recognized for the
loss carryforwards. The change in the valuation allowance is
approximately $4,400 for the year ended June 30, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During the year ended June 30, 2000,
the Company did not pay any cash compensation to its officers and
directors.
Stock Compensation - During the year ended June 30, 2000, the
Company approved the issuance of 100,000 shares of common stock
for legal and professional services rendered pursuant to a
compensation agreement [See Note 2]. The services rendered were
valued at $1,000.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
8
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]
Expenses Paid - The Company's president has advanced the
Company funds to pay current costs. These advanced funds
totaled $14,963 at June 30, 2000, bear no interest and are due
to the President when funds become available.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no on-going operations and has incurred
losses since its inception. Further, the Company has current
liabilities in excess of assets and has no working capital to pay
its expenses. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans or through sales
of its common stock or through a possible business combination
with another company. There is no assurance that the Company
will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for
the years ended June 30, 2000 and 1999 and for the period from
inception on July 31, 1984 through June 30, 2000:
From Inception
For the Years Ended on July 31,
June 30, 1984, Through
______________________ June 30,
2000 1999 2000
__________ __________ ____________
Loss from continuing
operations available
to common stockholders
(numerator) $ (13,044) $ (7,065) $ (142,212)
__________ __________ ____________
Weighted average number
of common shares
outstanding used in
earnings per share
during the period
(denominator) 235,500 235,500 89,125
__________ __________ ____________
Dilutive earnings per share was not presented, as the Company had
no common equivalent shares for all periods presented that would
effect the computation of diluted earnings per share.
9
<PAGE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - SUBSEQUENT EVENTS
Business Opportunity - During May 2000, the Company entered into
a letter of intent in connection with a possible business merger
with Pinnacle VRB, Ltd. In connection with this merger, a
forward stock split and company name change were proposed. The
proposed merger was not completed and, accordingly, the name
change and forward stock split were never effected. The Company
is continuing to seek out business opportunities.
10
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
The Company changed independent auditors due to the death of its former
principal accountant as detailed in an 8-K Current Report dated October 10,
2000. This 8-K Current Report is incorporated herein by reference. See Part
III, Item 13.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company during 2000, and the period or periods
during which each such director or executive officer served in his or her
respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
David C. Merrell Director 5/21/96 *
President 5/21/96 *
Todd D. Ross Director and 5/21/96 *
Secy./Treasurer 5/21/96 *
Term of Office.
---------------
The term of office of the current directors shall continue until
the annual meeting of stockholders. The annual meeting of the Board of
Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience.
--------------------
David C. Merrell, Director and President. Mr. Merrell is 42 years of age,
and 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. Mr. Ross is 39 years of age, and 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.
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.
-----------------------------------------
Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
On or about May 13, 1998, each of the Company's current
directors and executive officers filed with the Securities and Exchange
Commission an Initial Statement of Beneficial Ownership of Securities on Form
3.
On August 18, 2000, David C. Merrell filed with the Securities and
Exchange Commission a Statement of Changes in Beneficial Ownership on Form 4.
Item 10. Executive Compensation.
--------------------------------
Cash Compensation.
------------------
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
[S] [C] [C] [C] [C] [C] [C] [C] [C]
David C.
Merrell, 6/30/99 0 0 0 0 0 0 0
President, 6/30/00 0 0 0 0 0 0 0
Director
Todd D.
Ross 6/30/99 0 0 0 0 0 0 0
Secretary/ 6/30/00 0 0 0 0 0 0 0
Treasurer,
Director
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ending June 30, 2000, and 1999, or the period ending on
the date of this Report. Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item. See the Summary
Compensation Table of 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.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or
the previous two fiscal years for any service provided as director. See the
Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of June 30,
2000 and as of the date of this report:
Number and Percentage
of Shares Beneficially Owned
Name and Address 6/30/00 Today
David C. Merrell 136,648 58.02% 186,648 55.63%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Leonard W. Burningham, Esq. 29,050 12.34% 79,050 23.56
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
TOTALS 165,698 70.36% 265,698 79.19%
On August 16, 2000, 50,000 shares were issued to David C. Merrell and
50,000 shares were issued to Leonard W. Burningham, Esq. for services
rendered. These shares were to be issued under an S-8 Registration Statement
that has not yet been filed, as outlined in the Company's Proxy Statement
filed with the Securities and Exchange Commission on January 18, 2000, which
is incorporated herein by reference. See Part III, Item 13.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of June 30, 2000 and as of the date of
this Report:
Number and Percentage
of Shares Beneficially Owned
Name and Address 6/30/00 Today
David C. Merrell 136,648 58.02% 186,648 55.715%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Todd D. Ross 4,027 1.71% 4,027 1.202%
38 South 1650 West
Cedar City, Utah 84720
TOTALS 140,675 59.73% 190,675 56.917%
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
The following transactions occurred between the Company and members of
management, five percent stockholders and promoters or founders of the Company
during the past three fiscal years:
Issuance of 5,000 shares of "restricted securities" of the Company to
Raymond Wilson in October 1997.
- Issuance of 50,000 shares of "restricted securities" of the Company to
David C. Merrell in August, 2000.
- Issuance of 50,000 shares of "restricted securities" of the Company to
Leonard W. Burningham in August, 2000.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
8-K Current Report dated October 10, 2000, filed with the Securities and
Exchange Commission on October 11, 2000.
Exhibit
Exhibits* Number
(i)
Financial Data Schedule 27
(ii) Where Incorporated
In This Report
Form 10-SB Registration Statement, Part I **
as amended filed on December 16, 1997
Form 10-KSB Annual Report for the Part I **
fiscal year ended June 30, 1999
Proxy Statement filed with the Part I, II **
Securities and Exchange Commission
on January 18, 2000
Proxy Statement filed with the Part I, II **
Securities and Exchange Commission
on June 6, 2000
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST DELTAVISION, INC.
Date: 11/13/00 By/s/David C. Merrell
David C. Merrell
President and Director
Date: 11/13/00 By/s/Todd D. Ross
Todd D. Ross
Secretary/Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
FIRST DELTAVISION, INC.
Date: 11/13/00 By/s/David C. Merrell
David C. Merrell
President and Director
Date: 11/13/00 By/s/Todd D. Ross
Todd D. Ross
Secretary/Treasurer and Director
