<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10 QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
January 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 0-24801
Delaware 82-0506425
(State or other Jurisdiction of incorporation) (IRS Employer Identification No.)
AQUA VIE BEVERAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340
(Address of principal executive offices)
208/622-7792
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES [ ] NO [X] As of the quarter ending January 31, 2000 the
Registrant has been subject to the filing
requirements of the Securities Act of 1934
for less than 90 days.
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at January 31, 2000
Common Stock, Par value $0.001 25,416,085
<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS:
(See 3 pages attached to be inserted at this point)
<PAGE> 3
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
31-JAN-00
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,905
Accounts receivable (net of $0 allowance for doubtful accounts) --
Advances to shareholder --
Inventories 195,569
Prepaid expenses and deposits 30,700
-----------
TOTAL CURRENT ASSETS 235,174
Equipment (net of $12,424 depreciation) 62,118
Intangibles (net of $14,625 amortization) 82,875
-----------
TOTAL ASSETS $ 380,167
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 277,587
Notes payable 213,000
Accrued expenses 355,788
Due to shareholder 88,776
-----------
TOTAL CURRENT LIABILITIES 935,151
-----------
Long-term debt 340,000
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value (authorized), issued and outstanding:
Series A (200,000), outstanding: 3,183 4
Series B (200,000), outstanding: 4,653 5
Series C (10,000), outstanding: 200 1
Common stock:
120,000,000 shares, $0.001 par, authorized
Issued and outstanding: 25,416,085 25,416
Additional paid in capital 1,607,901
Notes receivable for stock (10,000)
Deficit accumulated during the development stage (2,518,311)
-----------
TOTAL STOCKHOLDERS' DEFICIT (894,984)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 380,167
===========
</TABLE>
<PAGE> 4
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FROM
AUGUST 1,
1997
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION)
31-JAN-00 31-JAN-99 31-JAN-00 31-JAN-99 TO 31-JAN-00
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 17,126 $ -- $ 30,250 $ 942 $ 47,265
OPERATING EXPENSES
Promotion and advertising 65,825 176,994 130,785 293,617 994,265
General and administrative 213,394 205,588 396,569 294,717 1,120,502
Legal and accounting 21,397 73,362 147,868 113,154 374,579
Depreciation and amortization 8,650 2,437 17,299 4,875 27,049
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 309,266 458,381 692,521 706,363 2,516,395
Loss from operations (292,140) (458,381) (662,271) (705,421) (2,469,130)
============ ============ ============ ============ ============
Interest expense 10,127 -- 49,182 -- 49,182
Net loss $ (302,267) $ (458,381) $ (711,453) $ (705,421) $ (2,518,312)
============ ============ ============ ============ ============
Basic and diluted loss per share $ (0.01) $ (0.03) $ (0.03) $ (0.06) $ (0.18)
============ ============ ============ ============ ============
Weighted average shares outstanding: 24,752,245 14,482,075 23,912,505 11,851,116 13,901,979
============ ============ ============ ============ ============
</TABLE>
<PAGE> 5
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FROM
AUGUST 1,
SIX MONTHS ENDED 1997
JANUARY 31 (INCEPTION)
2000 1999 TO 31-JAN-00
----------- ----------- ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (711,453) $ (705,421) $(2,518,312)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITY
Depreciation and amortization 17,299 4,875 27,049
Accrued compensation 120,000 60,000 300,000
CHANGES IN OPERATING ASSETS AND LIABILITIES
Advances to shareholder 139,281 (141,529) 88,776
Accounts receivable -- -- --
Accounts payable 28,852 70,775 277,587
Accrued expenses 11,487 5,404 55,789
Inventories (195,569) -- (195,569)
Prepaid expenses 105,482 (127,750) (30,701)
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (484,621) (833,646) (1,995,381)
INVESTING ACTIVITIES
Purchases of equipment -- -- (74,541)
NET CASH USED BY INVESTING ACTIVITIES -- -- (74,541)
FINANCING ACTIVITIES
Proceeds from sale of stock 317,228 866,218 1,525,827
Proceeds from notes payable 149,000 31,000 553,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 466,228 897,218 2,078,827
----------- ----------- -----------
Increase (Decrease) in cash (18,393) 63,572 8,905
Beginning of period 27,298 5,427 --
----------- ----------- -----------
END OF PERIOD $ 8,905 $ 68,999 $ 8,905
=========== =========== ===========
Corporate income taxes paid -- -- --
Interest paid -- -- $ 38,375
NON CASH TRANSACTIONS:
1496 Series B preferred shares were issued for assets $ 97,500
Notes payable and accrued interest were converted
to common stock $ 37,200
Notes payable was converted to long-term debt $ 340,000
880,000 common shares were issued for services
during August 1999
</TABLE>
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2000
(1) The accompanying financial statements are un-audited. The un-audited
financial statements and notes are presented as permitted by Form 10 QSB.
Certain information and footnote disclosures normally included with financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Registrant believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Registrant's annual
report for the fiscal year ending July 31, 1999 contained in the FORM 8 K/A
filed on October 28, 1999.
(2). In the opinion of management, the accompanying unaudited financial
statements contain all adjustments, consisting of only a normal and recurring
nature, necessary to present fairly the financial position of the Registrant as
of January 31, 2000 and the results of operations and cash flows for the interim
period presented. Operating results for the three months ended January 31, 2000
are not necessarily indicative of the results to be expected for the full year
ending July 31, 2000.
(3). The Company's ability to commence full and expanding operations for
production and distribution of its product line will depend upon its ability to
identify and raise the capital it will require to achieve the goals and
objectives of its business venture plan.
(4). STOCKHOLDERS' EQUITY
A. Preferred Stock: The Company is authorized to issue 1,000,000 shares
of preferred stock at $0.001 par value with such designations, voting,
other rights and preferences as may be determined from time to time by
the Board of Directors and the Consent of the Shareholders. Currently
there are authorized 200,000 shares of Series A Preferred of which
3,183 are outstanding; 200,000 shares of Series B Preferred of which
4,653 are outstanding and 10,000 Series C Preferred of which 200 have
been issued and are outstanding.
B. Common Stock: The Company is authorized to issue 120,000,000 shares of
common stock of which 25,416,085 were outstanding on January 31, 2000.
As of January 31, 2000 the 3,183 shares of Series A Preferred and the
4,653 shares of Series B Preferred were convertible to common stock at
the rate of 1,924.7 common for each A and B Preferred Share. If
converted they represent 15,081,949 common shares. The Series A and B
Preferred are subject to restrictive covenants that allow for only 10%
to be convertible as of October 15, 2000 and the remainder fully
convertible as of October 15, 2001. Under certain circumstances these
restrictions can be modified and waived. The 200 Series C Preferred
Shares can be converted to 200,000 common shares.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations:
All references herein to the "Registrant" and to the "Company" refer to
Aqua Vie Beverage Corporation.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements in this discussion which are not historical facts may be
considered forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. The words "believe", "expect",
"anticipate", "estimate" and similar expressions identify forward looking
statements. Any forward looking statements involve risks and uncertainties that
could cause actual events or results to differ, perhaps materially, from the
events or results described in forward looking statements. Readers are cautioned
not to place undue reliance on these forward looking statements, which speak
only as of their dates. The Company undertakes no obligation to publicly update
or revise any forward looking statements, whether as a result of new
information, future events or otherwise. Risks associated with the Company's
forward looking statements include, but are not limited to, risks associated
with the Company's history of losses and uncertain profitability, need for
market acceptance of the HYDRATROR(TM) product line, the Company's reliance at
this time on a single product line, reliance on the market distribution and
retail system and risks associated with the Company's international operations,
currency fluctuations, the risk of new and different legal and regulatory
requirements, governmental approvals, tariffs and trade barriers, risks
associated with competition and technological and product innovation by
competitors, dependence on proprietary formulas, general economic conditions and
conditions in the beverage industry, reliance on key management, limited
manufacturing production history with respect to the aseptic bottling system,
dependence on key suppliers, future capital needs and uncertainty of additional
financing, potential recalls and product liability, dilution, effects of
outstanding convertible debentures and preferred stock, limited public market,
liquidity, possible volatility of stock price, recently adopted new listing
standards for NASDAQ securities and environmental matters.
The following discussion and analysis should be read in conjunction with the
Financial Statements, related notes and other information included in this
quarterly report on FORM 10QSB.
<PAGE> 8
THREE MONTH PERIOD ENDED JANUARY 31, 2000 COMPARED TO THREE MONTH PERIOD ENDED
JANUARY 31, 1999.
RESULTS OF OPERATIONS
NET SALES: For the three month and six month periods ended January 31, 2000 the
Company had minimal reportable sales of $17,126 and $30,250, respectively, as
compared to no meaningful reportable sales for the same three and six month
periods ended January 31, 1999. Consequently the Company had no meaningful Gross
profit for the respective periods covered by this report. The Company believes
given adequate financing for production that sales figures should begin to
increase by the end of this fiscal yearend.
OPERATING EXPENSES: Operating expenses were $309,266 for the three month period
ended January 31, 2000 as compared to $458,381 for the three month period ended
January 31, 1999 a decrease of $149,115 or 33% and were $692,521 for the six
month period ended January 31, 2000 as compared to $706,363 for the six month
period ended January 31, 1999 a decrease of $13,842 or 2%. Operating expenses
are dominated by product promotion efforts, General and Administrative expenses,
and Legal and Accounting expenses, which are characteristic of commencement of
operations of a development stage company.
INTEREST EXPENSES: The Company incurred interest expense of $10,127 and $49,182
respectively for the three and six month periods ended January 31, 2000 as
compared to no interest expense for the comparable three and six month periods
ending January 31, 1999.
NET LOSS: The Company had net losses of $302,267 and $711,453 for the three and
six month periods ended January 31, 2000 or a per share loss of $(0.01) and
$(0.03) for the weighted average shares outstanding as compared to $458,381 and
$705,421 for the same three and six month periods ended January 31, 1999 and a
per share loss of $(0.03) and $(0.06) for the weighted average shares
outstanding for those periods.
FINANCIAL CONDITION
January 31, 2000
On January 31, 2000, the Company had total liabilities of $1,275,151 of which
$935,151 were current liabilities. Working capital at January 31, 2000 was
($699,977).
<PAGE> 9
LIQUIDITY
The Company anticipates that its use of cash will be substantial for the
foreseeable future. In particular, management of the Company expects substantial
expenditures in connection with production of inventory for the planned increase
in sales, continuation of the expansion of the Company's marketing organization,
and to a lesser degree, for Quality Assurance and production and distribution
management. The Company expects that funding for these expenditures will be
available from the issuance of equity and/or debt securities.
However, the availability of sufficient future funds will depend to a
significant extent on the market acceptability of the Company's primary product
line. Accordingly, the Company may be required to issue additional convertible
debentures and/or equity securities to finance such working capital
requirements. There can be no assurance whether or not such financing will be
available on terms satisfactory to management.
By the end of the six month period ending January 31, 2000 the Company had been
able to convert $340,000 of current Notes Payable to Long Term debt and $30,000
of current Notes Payable to common stock. In early February 2000 the Company was
able to convert an additional $74,000 of its current Notes Payable and $17,760
of the accrued Interest Payable into common stock of the Company.
PART II - - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of
any such meaningful proceedings contemplated against it. The Company anticipates
that in the future it will have conflicts as regards certain Accounts Payable
for services invoiced but not adequately performed and for the use of selected
names for products and product lines in selected market places.
ITEM 2. CHANGES IN SECURITIES
There have not been any in this quarter.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<PAGE> 10
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K and 8 K/A
(a). EXHIBITS
(27.1) Financial Data Schedule
(b). REPORTS ON FORM 8 K
The Company filed a FORM 8 K dated as of August 31, 1999 and a FORM
8 K/A dated as of October 28, 1999 which contained the Company's annual audited
statement for the fiscal year ending July 31, 1999.
Pursuant to the Securities Exchange Act of 1934, the registrant has
duly caused this registration report to be signed on its behalf by the
undersigned thereunto duly authorized.
AQUA VIE BEVERAGE CORPORATION
(Registrant)
Date March 21, 2000 By /S/ Thomas J. Gillespie
--------------- -------------------------------
Thomas J. Gillespie
Chief Executive Officer &
President
<PAGE> 11
AQUA VIE BEVERAGE CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
27.1 Financial Data Schedule 17
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AQUA VIE
BEVERAGE CORPORATION STATEMENTS AS OF JANUARY 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-START> NOV-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 8,905
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 195,569
<CURRENT-ASSETS> 235,174
<PP&E> 62,118
<DEPRECIATION> 12,424
<TOTAL-ASSETS> 380,167
<CURRENT-LIABILITIES> 935,151
<BONDS> 340,000
0
10
<COMMON> 25,416
<OTHER-SE> (920,410)
<TOTAL-LIABILITY-AND-EQUITY> 380,167
<SALES> 17,126
<TOTAL-REVENUES> 17,126
<CGS> 0
<TOTAL-COSTS> 65,825
<OTHER-EXPENSES> 243,441
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,127
<INCOME-PRETAX> (302,267)
<INCOME-TAX> 0
<INCOME-CONTINUING> (302,267)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (302,267)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
