FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 2000
AND
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-27131
DP CHARTERS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0381258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
34700 Pacific Coast Highway, Suite 303 Capistrano Beach CA 92624
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-9561
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 27,656,000
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.)
As of September 30, 2000, the number of shares outstanding of the Registrant's
Common Stock was 27,656,000.
1
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit 00-FQ3) for the nine
months ended September 30, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) STATUS OF OUR FORM 10-SB. We filed a 1934 Act Registration which is
currently effective. That registration statement was voluntarily filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, in order to comply with
the requirements of National Association of Securities Dealers for submission
for quotation on the Over the Counter Bulletin Board, often called "OTCBB". Our
common stock is presently quoted on the OTCBB under the symbol DPCI. The
requirements of the OTCBB are that the financial statements and information
about the Registrant be reported periodically to the Commission and be and
become information that the public can access easily.
(B) HISTORY AND RENEWAL OF OUR BUSINESS PLAN. This Corporation ("the
Registrant", "we", "our" and "us") was duly incorporated in Nevada on December
18, 1997, as DP Charters, Inc., with the intention of initiating a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
our business plan to include the organization of scuba dive tours at various
world locations.
During October, November and December of 1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
Management, and with various friends and acquaintances. The decision to form a
company to be funded by those in discussion was taken, based upon the expressed
desire of the founders to fund the Registrant initially, pursuant to a private
placement in reliance on Rule 504. The formal funding by founders was
memorialized about January of 1998.
Specifically, 20,000,000 shares were issued at par value to the Principal
Shareholder, pursuant to Section 4(2) of the Securities Act of 1933. 6,400,000
shares (with warrants) were placed among 19 accredited investors, pursuant to
Regulation D, Rule 504, promulgated by the Commission pursuant to Section 3(b)
of the 1933 Act. All warrants have expired or been cancelled and are no longer
of any further force or effect. Thereafter, in January and April 1999, 6,000
shares and 1,250,000 shares, respectively, were placed pursuant to Rule 504, in
each case to a single sophisticated and knowledgeable investor. Each of the
foregoing issuances were made, where applicable, to specific exemptions from
registration pursuant to State law.
We had ambitious plans, at that time, to network through travel agencies,
upon observing that none of the notable competitors were so networked. Our plans
included the development of networking with firms marketing tour packages or
tour clubs and firms which could utilize our charter services as a value-added
supplement to their Southern California operations. Emphasis was to be placed on
identifying easy access to Dana Point Harbor, twenty minutes from Orange County
Airport, one hour from San Diego Airport or from Los Angeles International
Airport. Arrangements with Dana Point were investigated and the feasibility of
its use determined. Management further planned to make its services known to the
American Association of Retired Persons, which organization accounts for nearly
500,000 members touring Southern California during the off-season. Plans were
made to join the Dana Point Chamber of Commerce, which would provide a cost-free
listing in the California tourism magazine and information data-base, with
circulation of just under one million copies in six counties and automatic
posting with all major hotels throughout the State of California. Plans were
2
<PAGE>
made for an Internet web-page, linked to that of the Dana Point Chamber of
Commerce.
All of these intentions, and the best laid plans of Management, were
dependant, however, upon securing boats and/or participating boat owners or
providers, so that the services could be offered.
On or about March 5, 1998 and continuing through September, tentative
arrangements were reached to acquire boats from a provider in Norway, which had
acquired them in foreclosure of a lien, but had no profitable operation in which
to use them. The concept was to acquire the boats for stock, but the arrangement
called for our common stock achieving acceptance for quotation on the OTC
Bulletin Board. During 1998, we paid a consulting fee to the Norwegian group for
a joint marketing, advertising and referral program to bring northern European
tourists to Southern California's sport fishing market. During 1998 arrangements
were made with scuba diving tour group leaders in Florida and Mexico, for
possible dive tours in the Florida Keys, the Great Barrier Reef of Australia,
the Island of Cozumel off the Yucatan Peninsula of Mexico, and the seas off
Egypt.
By the end of June, 1998, our current unaudited financial statements,
indicated a net loss from operations of $155,544.00, $102,470.00 of which
represented consulting fees directed to Norway. Our ability to launch was yet
dependent upon OTC Bulletin Board acceptance, and comments between the NASD
Staff and NASD submitting members were on-going. Delay due to NASD Commenting
period for start-up companies was not deemed unusual by management, but shortly
before the review of the last set of Comments, the NASD changed its rules for
acceptability for new applicant submitters to the effect that the class of
common stock to be quoted must have been registered under the Securities
Exchange Act of 1934 Act, or we must have made an offering under the Securities
Act of 1933, such that the applicant have a Commission file number and actually
file and remain current in filing its financial statements with the Commission,
and be accessible to the public. Accordingly, the NASD responded to the final
set of Comments by qualifying our common stock for quotation on the Pink Sheets,
but not on the OTCBB.
As a result of the poor timing of events, from our point of view, we were
unable to consummate the acquisition of the boats and was forced to abandon its
original business plan. After some unsuccessful efforts to launch operations,
the original business plan was abandoned, on or about May 15, 1999. From that
date, until about June 30, 2000, we remained dormant without direction as to our
business plan, and concentrated on Registering our common stock under section
12(g) of the Securities Exchange Act of 1934.
During late June, of this year, our management began evaluating the
possibility of renewing our original business plan, to initiate a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
its business plan to include the organization of scuba dive tours at various
world locations, rather than to seek a business combination by way of merger or
reverse acquisition.
We may be the subject of a "Reverse Acquisition". A reverse acquisition is
the acquisition of a private ("Target") company by a public company, by which
the private company's shareholders acquire control of the public company. While
no negotiations are in progress, and no potential targets have been identified,
our business plan is to find such a target or targets, and attempt to acquire
them for stock. While no such arrangements or plans have been adopted or are
presently under consideration, it would be expected that a reverse acquisition
of a target company or business would be associated with some private placements
and/or limited offerings of our common stock for cash. Such placements, or
offerings, if and when made or extended, would be made with disclosure and
reliance on the businesses and assets to be acquired, and not upon our present
condition.
3
<PAGE>
During late June, of this year, our management began evaluating the
possibility of renewing our original business plan, to initiate a charter yacht
service from the Dana Point Harbor, Orange County, California, and the
organization of scuba dive tours at various world locations, rather than to seek
a business combination by way of merger or reverse acquisition. A decision by
management is expected in October of this year, definitively, whether to proceed
with such renewal.
(C) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We will now pursue our
original business plan, to initiate a charter yacht service from the Dana Point
Harbor, Orange County, California, and the organization of scuba dive tours at
various world locations, rather than to seek a business combination by way of
merger or reverse acquisition, or its default plan to seek an acquisition
partner. Our plan to renew or business plan may fail. We are not ready to search
for or to consider any specific acquisition target. The reason for this is our
inclination to try to renew and resurrect our original business plan first.
The process of renewing our original business plan is not conceptually
difficult, but may be somewhat more expensive that our original arrangements,
for the reason that the acquisition of boats may not be achievable on the terms
originally arranged. We had made tentative arrangements to acquire boats from a
provider in Norway, which had acquired them in foreclosure of a lien, but had no
profitable operation in which to use them. The concept was to acquire the boats
for stock, but the arrangement called for our common stock achieving acceptance
for quotation on the OTC Bulletin Board. It is possible that we may be able to
acquire boats for stock on substantially similar arrangements. It is possible
and forseeable that some or all cash, or secured notes may be the only way we
can acquire boats now.
During 1998, we paid a consulting fee to a Norwegian group for a joint
marketing, advertising and referral program to bring northern European tourists
to Southern California's sport fishing market. During 1998 arrangements were
made with scuba diving tour group leaders in Florida and Mexico, for possible
dive tours in the Florida Keys, the Great Barrier Reef of Australia, the Island
of Cozumel off the Yucatan Peninsula of Mexico, and the seas off Egypt. These
arrangements are deemed viable for renewal.
Management had determined that to renew our business plan, we would need to
develop new supplemental funding of approximately $250,000. We are now engaged
in discussions with our existing shareholders and other investors known to
management to be regular investors in start-up ventures, to determine potential
interest in funding a renewal of our program.
(D) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The financial statements for the nine months ended September 30, 2000, reflect
minimal changes and no substantial corporate activity. No revenues have been
recorded. Legal and professional expenses were incurred this quarter, in
connection with our continuing efforts to complete our 1934 act registration. We
have no other operating expenses to disclose, and none other were incurred
during the last nine months. There has been no substantial change in our
financial condition or results of operations this quarter. First we illustrate
with the following tables, then we provide some discussion .
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Balance Sheet. . . . 9/30/00 6/30/00 12/31/99
---------------------------------------------------
Cash . . . . . . . . $ 996 $ 996 $ 996
---------------------------------------------------
Accounts Receivable. 10,000 10,000 10,000
---------------------------------------------------
Total Assets . . . . 10,996 73,996 134,195
---------------------------------------------------
Accounts Payable . . 35,899 22,734 0.00
---------------------------------------------------
Shareholder Advances 10,000 10,000 10,000
---------------------------------------------------
Total Liabilities. . 45,899 32,734 10,000
---------------------------------------------------
</TABLE>
There is no substantial change in our condition.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations . . . . . . . . . April 1 to June 30 January 1 to June 30
June 30
Three Months and Six Months 2000 1999 2000 1999
------------------------------------------------------------------------------------------------
Revenues:. . . . . . . . . . $ 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------
Total Revenues. . . . . . . 0 0 0 0
------------------------------------------------------------------------------------------------
Expenses:
(General and administrative) (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
Total Expenses. . . . . . . (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
Net Loss . . . . . . . . . . (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations. . . . . . . . . . July 1 to September 30 January 1 to September 30
September 30
Three Months and Nine Months
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------
Revenues: . . . . . . . . . . $ 5,000 $ 0 $ 5,000 $ 0
------------------------------------------------------------------------------------------------------------
Total Revenues . . . . . . . 5,000 0 5,000 0
------------------------------------------------------------------------------------------------------------
Expenses:
(General and administrative). (18,165) (15,000) (40,899) (22,325)
------------------------------------------------------------------------------------------------------------
Total Expenses . . . . . . . (18,165) (15,000) (40,899) (22,325)
------------------------------------------------------------------------------------------------------------
Net Loss. . . . . . . . . . . (13,165) (15,000) (35,899) (22,325)
------------------------------------------------------------------------------------------------------------
</TABLE>
We enjoyed some incidental revenues in the nature of consulting fees. These
revenues do not reflect our principal intended operations and provide no
indication of future results.
Our current expenses are primarily legal and professional costs
necessitated by our current filing requirements pursuant to the Securities
Exchange Act of 1934.
5
<PAGE>
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Mr. Sifford, one of our officers and directors filed a voluntary petition
in Bankruptcy (Chapter 13) on October 2, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On or about August 25, 2000, we announced that our 1934 Act Registration
was clear of SEC comments.
EXHIBIT INDEX
FINANCIAL STATEMENTS AND DOCUMENTS
FURNISHED AS A PART OF THIS REGISTRATION STATEMENT
Exhibit 00-FQ3: Financial Statements (Un-Audited) for the three months and
nine months ended September 30, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
September 30, 2000 as indicated.
Dated: October 12, 2000
DP CHARTERS, INC.
by
/S/Kirt W. James /S/J. Dan Sifford, Jr.
Kirt W. James J. Dan Sifford, Jr.
president/director secretary/director
6
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 00-FQ3
UN-AUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
7
<PAGE>
DP CHARTERS, INC.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended December 31, 1999
And the nine months ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2000 1999
---------------------------------------------------------------------------------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 996 $ 996
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 996 996
---------------------------------------------------------------------------------------
OTHER ASSETS
Accounts receivable. . . . . . . . . . . . . . . . . . 10,000 10,000
TOTAL OTHER ASSETS . . . . . . . . . . . . . . . . . . 10,000 10,000
---------------------------------------------------------------------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 10,996 $ 10,996
=======================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 35,899 $ 0
Advance from shareholder . . . . . . . . . . . . . . . 10,000 10,000
---------------------------------------------------------------------------------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . $ 45,899 $ 10,000
=======================================================================================
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 27,656,000 shares,
and 27,656,000 shares respectively. . . . . . . . . 27,656 27,656
Additional Paid-In Capital . . . . . . . . . . . . . . 205,444 205,444
Accumulater Equity (Deficit) . . . . . . . . . . . . . (268,003) (232,104)
---------------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . (34,903) 996
---------------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY . . . . . . . $ 10,996 $ 10,996
=======================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From July From July From January From January March 26,
1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to 1999 through
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . $ 5,000 -0- $ 5,000 -0- $ 5,000
-----------------------------------------------------------------------------------------------------------
Net Loss from Operations. 18,165 15,000 40,899 22,325 272,403
===========================================================================================================
Net Income (Loss) . . . . ($13,165) ($15,000) ($35,899) ($22,325) ($267,403)
===========================================================================================================
Loss per Share. . . . . . $ 0.00048 $ 0.00055 $ 0.00130 $ 0.00082 $ 0.01036
===========================================================================================================
Weighted Average
Shares Outstanding. . 27,656,000 27,342,150 27,656,000 27,342,150 25,814,915
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the year ended December 31, 1999
And the periods ended September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
December 18,
1997 through
September 30,
2000 1999 2000
-------------------------------------------------------------------------------------
Operating Activities
Revenues . . . . . . . . . . . . . . . . . . . $ 5,000 $ 0 $ 5,000
Net Income (Loss). . . . . . . . . . . . . . . (35,899) (22,325) (267,403)
Less items not effecting cash:
shares issued for services . . . . . . . . . . 0 0 12,500
organization costs . . . . . . . . . . . . . . 0 16,000 20,000
Increase in payables . . . . . . . . . . . . . 35,899 0 35,899
-------------------------------------------------------------------------------------
Net Cash from Operations . . . . . . . . . . . 0 (6,325) (199,004)
Cash Increase (Decrease) sale of Common Stock. 0 0 200,000
-------------------------------------------------------------------------------------
Net increase (decrease) in cash. . . . . . . . 0 (6,325) 996
Beginning Cash . . . . . . . . . . . . . .. .. 996 12,321 0
Cash as of Statement Date. . . . . . . . . . . $ 996 $ 5,996 $ 996
=====================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On December 18, 1997, through December 31, 1997,
For the years ended December 31, 1998 and 1999
And for the nine months ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
----------------------------------------------------------------------------------------------------------
Common Stock issued at inception 20,000,000 $ 20,000 $ 0 $ 0 $ 20,000
Sale of Common Stock . . . . . . 3,808,000 3,808 115,192 0 0
Loss during 1997 . . . . . . . . 0 0 0 (152) 0
----------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 . . 23,808,000 23,808 115,192 (152) 138,848
Sale of Common Stock . . . . . . 2,592,000 2,592 78,408 0 0
Loss during 1998 . . . . . . . . 0 0 (191,527) 0
Balance at December 31, 1998 . . 26,400,000 $ 26,400 $ 193,600 ($191,679) $ 28,321
----------------------------------------------------------------------------------------------------------
Sale of Common Stock . . . . . . 6,000 6 594 (600) 0
Sale of Common Stock . . . . . . 1,250,000 1,250 11,250 0 0
Loss during 1999 . . . . . . . . 0 0 0 (39,825) 0
----------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 . . 27,656,000 27,656 205,444 (232,104) 996
Loss during period ended
September 30, 2000. . . . . 0 0 0 (35,899) 0
----------------------------------------------------------------------------------------------------------
Balance at September 30, 2000. . 27,656,000 $ 27,656 $ 205,444 ($268,003) ($34,903)
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
D P CHARTERS, INC.
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended September 30, 1999 and 2000
NOTES TO FINANCIAL STATEMENTS
D P Charters, Inc., ("the Company") has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2000, since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their Annual
Report filed on Form 10-KSB for the Fiscal year ended December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
12
<PAGE>
