<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-23511
FIRST DELTAVISION, INC.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0412182
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
--- --- --- ---
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
September 30, 2000
335,000
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
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FIRST DELTAVISION, INC.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
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FIRST DELTAVISION, INC.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheets, September 30,
2000 and June 30, 2000 2
Unaudited Condensed Statements of Operations,
for the three months ended September 30, 2000
and 1999 and from inception on July 31, 1984
through September 30, 2000 3
Unaudited Condensed Statements of Cash Flows,
for the three months ended September 30, 2000
and 1999 and from inception on July 31, 1984,
through September 30, 2000 4
Notes to Unaudited Condensed Financial Statements 5 - 7
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<TABLE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
<CAPTION>
ASSETS
September 30, June 30,
2000 2000
_____________ ___________
<S> <C> <C>
CURRENT ASSETS $ - $ -
_____________ ___________
Total Current Assets - -
_____________ ___________
$ - $ -
_____________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable related party $ 24,638 $ 24,638
Due to officer 16,818 14,963
Accrued expenses - 1,000
_____________ ___________
Total Current Liabilities 41,456 40,601
_____________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value,
50,000,000 shares authorized,
335,500 and 235,500 shares issued
and outstanding, respectively 335 235
Capital in excess of par value 102,276 101,376
Deficit accumulated during the
development stage (144,067) (142,212)
_____________ ___________
Total Stockholders' Equity
(Deficit) (41,456) (40,601)
_____________ ___________
$ - $ -
_____________ ____________
</TABLE>
Note: The Balance Sheet as of June 30, 2000, was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
<TABLE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<CAPTION>
From
For the Three Inception on
Months Ended July 31,
September 30, 1984, Through
__________________ September 30,
2000 1999 2000
__________________ ______________
<S> <C> <C> <C>
REVENUE $ - $ - $ -
COST OF SALES - - -
________ _________ __________
GROSS PROFIT - - -
EXPENSES:
General and Administrative 1,855 1,902 144,067
________ _________ __________
LOSS FROM OPERATIONS (1,855) (1,902) (144,067)
________ _________ __________
LOSS FROM OPERATIONS
BEFORE INCOME TAXES (1,855) (1,902) (144,067)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
________ _________ __________
NET LOSS $ (1,855) $ (1,902) $ (144,067)
________ _________ __________
LOSS PER COMMON SHARE $(.00) $(.01) $(1.56)
________ _________ __________
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
financial statements.
<TABLE>
FIRST DELTAVISION, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
<CAPTION>
From
For the Three Inception on
Months Ended July 31,
September 30, 1984, Through
______________ September 30,
2000 1999 2000
______________ _____________
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss $(1,855) $(1,902) $(144,067)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash expense - - 40,255
Changes is assets and liabilities:
Increase in accounts payable
related party - 1,362 24,638
Increase in amount due to officer 1,855 540 16,818
Increase (decrease) in accrued expenses - - -
________ _______ _________
Net Cash Provided (Used) by
Operating Activities - - (62,356)
________ _______ _________
Cash Flows From Investing - - -
________ _______ _________
Net Cash Flows (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 (Decrease) in Cash - - -
Cash at Beginning of Period - - -
________ _______ __________
Cash at End of Period $ - $ - $ -
________ _______ __________
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
For the periods ended September 30, 2000
The Company issued 100,000 shares of common stock at $.01 per share
in payment of $1,000 in accrued expense.
For the periods ended September 30, 1999
None.
The accompanying notes are an integral part of these financial statements.
<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 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", 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.),",
SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain
Hedging Activities and Amendment of SFAS No. 133", SFAS No. 139,
"Recission of SFAS No. 53 and Amendment to SFAS No 63, 89 and 21", and
SFAS No. 140, "Accounting to Transfer and Servicing of Financial Assets
and Extinguishment of Liabilities", were recently issued SFAS No. 136,
137, 138, 139 and 140 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.
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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 September 30, 2000, unused operating loss
carryforwards of approximately $82,000, 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 $28,000) at September 30, 2000 and, therefore, no
deferred tax asset has been recognized for the loss carryforwards. The
change in the valuation allowance is approximately $1,000 for the
period ended September 30, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation During the three months ended September 30,
2000, the Company did not pay any cash compensation to its officers and
directors.
Stock Compensation During the three months ended September 30, 2000,
the Company issued 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.
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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 $16,818 at
September 30, 2000, bear no interest and are due to the President when
funds become available.
Accounts Payable A shareholder of the Company provided legal services
for the Company. At September 30, 2000, the value of the services is
$24,638. This amount bears no interest and is due to the shareholder
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 loss per share
and the effect on income and the weighted average number of shares of
dilutive potential common stock for the three months ended September
30, 2000 and 1999 and from inception on July 31, 1984 through September
30, 2000:
From
For the Three Inception on
Months Ended July 31,
September 30, 1984, Through
_____________________ September 30,
2000 1999 2000
__________ __________ _____________
Loss from continuing operations
available to common stock
holders (numerator) $ (1,855) $ (1,902) $ (144,067)
__________ __________ ______________
Weighted average number of
common shares outstanding
used in earnings per share
during the period 284,413 235,500 92,248
__________ __________ ______________
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 (loss) per share.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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The Company is presently attempting to determine which industries or
areas where the Company should concentrate its business efforts, and at that
determination, will formulate its business plan and commence operations.
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 the Company expects to pay from its cash resources.
Results of Operations.
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During the quarterly period ended September 30, 2000, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had net income of $(1,855). There were also
no revenues during the same quarter of 1999.
Liquidity.
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At September 30, 2000, the Company had no current assets, with total
current liabilities of $41,456. Total stockholder's equity was $(41,456). In
order to meet its expenses during the next 12 months, management expects that
the Company may be required to sell shares of its common stock to "accredited"
or "sophisticated" investors.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities.
--------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
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The Company had authorized the issuance of 150,000 shares of its
common stock that will be registered on Form S-8. See the Company's
Definitive Proxy Statement dated January 28, 2000, which has been previously
filed with the Securities and Exchange Commission and is incorporated herein.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits.
Financial Data Schedule.
Definitive Proxy Statement dated January 28, 2000*
(b) Reports on Form 8-K.
None.
*Incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements 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: 11/20/2000 By/S/David C. Merrell
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David C. Merrell
Director and President
Date: 11/20/2000 By/S/Todd D. Ross
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Todd D. Ross
Director and Treasurer
