<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
October 31, 1999
[ ] 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
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<S> <C>
Delaware 82-0506425
(State or other Jurisdiction of incorporation) (IRS Employer Identification No.)
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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 October 31, 1999 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.
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<CAPTION>
Class Outstanding at October 31, 1999
<S> <C>
Common Stock, Par value $0.001 23,729,585
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PART I - - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
BALANCE SHEETS
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<CAPTION>
31-OCT-99 31-JUL-99
ASSETS (UNAUDITED) AUDITED
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 6,272 $ 27,298
Accounts receivable (net of $0 allowance for doubtful accounts) 89,534 -
Advances to shareholder 107,756 50,505
Inventories 47,085 -
Prepaid expenses and deposits 27,000 136,183
----------- -----------
TOTAL CURRENT ASSETS 277,647 213,986
Equipment (net of $6,212 and $0 depreciation) 68,330 74,541
Intangibles (net of $12,188 and $9,750 amortization) 85,313 87,750
----------- -----------
TOTAL ASSETS $ 431,290 $ 376,277
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 276,820 $ 248,736
Notes payable 494,000 404,000
Accrued expenses 290,385 224,302
----------- -----------
TOTAL CURRENT LIABILITIES 1,061,205 877,038
----------- -----------
Commitments and Contingencies - -
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value (authorized), issued and outstanding:
Series A (200,000), outstanding: 3,814 and 3,897 4 4
Series B (200,000), outstanding: 4,987 and 4,987 5 5
Series C (10,000), outstanding: 182 and 0 1 -
Common stock:
120,000,000 and 50,000,000 shares, $0.001par, authorized
Issued and outstanding: 23,729,585 and 22,741,664 23,730 22,741
Additional paid in capital 1,572,390 1,293,348
Notes receivable for stock (10,000) (10,000)
Deficit accumulated during the development stage (2,216,045) (1,806,859)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (629,915) (500,761)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 431,290 $ 376,277
=========== ===========
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AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
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<CAPTION>
THREE MONTHS ENDED
31-OCT-99 31-OCT-98
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUES $ 13,124 $ 942
OPERATING EXPENSES
Promotion and advertising 64,960 116,623
General and administrative 183,175 89,129
Legal and accounting 126,471 39,792
Depreciation and amortization 8,649 2,438
------------ ------------
TOTAL OPERATING EXPENSES 383,255 247,982
Loss from operations (370,131) (247,040)
============ ============
Interest expense 39,055 -
Net loss $ (409,186) $ (247,040)
============ ============
Basic and diluted loss per share $ (0.02) $ (0.03)
============ ============
Weighted average number of shares outstanding: 23,099,921 9,318,060
============ ============
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AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
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<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
1999 1998
--------- ---------
OPERATING ACTIVITIES (unaudited) (unaudited)
<S> <C> <C>
Net loss $(409,186) ($247,040)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITY
Depreciation and amortization 8,650 2,438
Accrued compensation 60,000 -
CHANGES IN OPERATING ASSETS AND LIABILITIES
Advances to shareholder (57,250) (12,310)
Accounts receivable (89,534) -
Accounts payable 28,084 17,811
Accrued expenses 6,084 -
Inventories (47,085) -
Prepaid expenses 109,183 (126,750)
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES (391,054) (365,851)
INVESTING ACTIVITIES
Purchases of equipment - -
NET CASH USED BY INVESTING ACTIVITIES - -
FINANCING ACTIVITIES
Proceeds from sale of stock 280,028 314,000
Proceeds from notes payable 90,000 116,750
NET CASH PROVIDED BY FINANCING ACTIVITIES 370,028 430,750
--------- ---------
Increase (Decrease) in cash (21,026) 64,899
Beginning of period 27,298 5,427
--------- ---------
END OF PERIOD $ 6,272 $ 70,326
========= =========
Corporate income taxes paid - -
Interest paid - -
NON CASH TRANSACTIONS:
1496 Series B preferred shares were issued for assets 97,500
880,000 common shares were issued for services
during August 1999
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Aqua Vie Beverage Corporation (a development stage company) (the "Company") was
incorporated in Delaware on July 30, 1998 to serve as a vehicle to develop,
promote, and market lightly flavored, all natural, still water beverages. As of
October 31, 1999 the Company had accomplished a State of Delaware 251g business
reorganization, had completed formulation of its HYDRATOR(TM) line of beverages
comprising seven flavors, the label design for shrink-wrap labeling of PET
bottles, two test runs of product and actively entered the market place
developing distribution and marketing of its product line. The Company's fiscal
yearend is July 31.
The Company's ability to commence full 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.
B. Unaudited Financial Statement and Notes
The unaudited financial statements and notes are presented as permitted by Form
10-QSB. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles may have been omitted.
NOTE 2 - 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 and 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 3,813.298 are outstanding; 200,000 shares of Series B
Preferred of which 4,987.444 are outstanding and 10,000 Series C Preferred of
which 181.8 have been issued.
B. Common Stock
The Company is authorized to issue 120,000,000 shares of common stock of which
23,729,585 were outstanding on October 31, 1999. As of October 31, 1999 the
3,814 shares of Series A Preferred and the 4,987 shares of Series B Preferred
were convertible to common at the rate of 1,924.7 common for each A an B
Preferred Share. If converted they represent 16,939,284 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 or waived. The 182 Series C Preferred Shares can
be converted to 181,800 common shares.
NOTE 3 - RELATED PARTIES
None
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
During the quarter ending October 31, 1999 the Company finalized a merger with
Barhill Acquisition Corporation, completed and filed the first audit of its
financial statements with the Securities and Exchange Commission, thereby
enabling the Company to become fully reporting, and maintain its status as an
OTC:BB listed and traded corporation. It also initiated the first phase of the
domestic and international distribution of its Hydrator(TM) product line.
The Company also concluded and analyzed two test productions of its Hydrator
(TM) product line, incorporating a newly designed full bottle, shrink-wrap label
system. The initial test run did not meet the Company's specifications and the
bottler elected to reimburse the Company for the immediate costs of production
and materials that were furnished. The second test confirmed the high speed
production capacity of the newly installed shrink-wrap labeler with the
Company's new product formulations and was completed to the Company's
satisfaction. The costs incurred for the quarter were typical of a startup
operation that is beginning initial production tests, with general and
administrative costs being the primary costs incurred. There was no meaningful
sales revenue for the period. In addition to the test production efforts,
management continued to seek additional financing to support future operations.
The quarter ending October 31, 1998, was entirely dedicated to the
reorganization of the Company. This reorganization, into a newly formed
corporation, included the acquisition of the assets of the old Company, the
identification, formal approval, and acceptance of the old company's
shareholders as shareholders in the new Company, and the establishment of an
office and key management in Ketchum, Idaho. Management determined that the
shareholders of the old Company deserved to be shareholders in the new Company.
This act re-established a significant equity ownership to all shareholders who
may have been eliminated because of the involuntary bankruptcy proceedings, as
well as allowed the new Company to become publicity traded.
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 does
anticipate certain claims being made over disagreement in contractual service
fees claimed versus actual services received for the fees claimed. The Company
anticipates that in the future it will have conflicts as regards the use of
selected names for products and product lines in selected market places.
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ITEM 2. CHANGES IN SECURITIES
There have not been any in this quarter that have not already been disclosed by
an 8-K or any amendments thereto.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K, 8-K/A, AND 8-K/A AMENDMENT #2
(a). EXHIBITS
The Company will be filing a FORM 8-K/A Amendment #2 in lieu of a FORM 10-QSB
which filing will include all required and applicable documents and is
incorporated herein by reference when filed.
(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. The Company will be filing a FORM
8-K/A Amendment #2 which will include all required and applicable documents and
is incorporated herein by reference when filed.
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 _______________ By __________________________
Thomas J. Gillespie
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Chief Executive Officer &
President
EX 27 Financial Data Schedule
(See attached three pages for inclusion at this place)
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AQUA VIE
BEVERAGE CORPORATION STATEMENTS AS OF 10/31/99 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> AUG-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 6,272
<SECURITIES> 0
<RECEIVABLES> 89,534
<ALLOWANCES> 0
<INVENTORY> 47,085
<CURRENT-ASSETS> 277,647
<PP&E> 74,541
<DEPRECIATION> 6,212
<TOTAL-ASSETS> 431,290
<CURRENT-LIABILITIES> 1,061,205
<BONDS> 0
0
10
<COMMON> 23,730
<OTHER-SE> (653,655)
<TOTAL-LIABILITY-AND-EQUITY> 431,290
<SALES> 13,124
<TOTAL-REVENUES> 13,124
<CGS> 0
<TOTAL-COSTS> 64,960
<OTHER-EXPENSES> 357,350
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,055
<INCOME-PRETAX> (409,186)
<INCOME-TAX> 0
<INCOME-CONTINUING> (409,186)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (409,186)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
