<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
April 30, 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 April 30, 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 April 30, 2000
Common Stock, Par value $0.001 27,219,485
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AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
(UNAUDITED)
30-APR-00
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,757
Accounts receivable (net of $0 allowance for doubtful accounts) 7,665
Inventories 189,093
Prepaid expenses and deposits 32,388
-----------
TOTAL CURRENT ASSETS 230,903
Equipment (net of $19,760 depreciation) 134,741
Intangibles (net of $17,063 amortization) 80,438
-----------
TOTAL ASSETS $ 446,082
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 350,172
Notes payable 197,000
Accrued expenses 418,116
Due to shareholder 455,845
-----------
TOTAL CURRENT LIABILITIES 1,421,133
Long-term debt 420,000
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value (authorized), issued and outstanding:
Series A (200,000), outstanding: 2,853 3
Series B (200,000), outstanding: 4,653 5
Series C (10,000), outstanding: 200 1
Common stock:
120,000,000, $0.001par, authorized
Issued and outstanding: 27,219,485 27,219
Additional paid in capital 1,769,109
Notes receivable for stock (10,000)
Deficit accumulated during the development stage (3,181,388)
-----------
TOTAL STOCKHOLDERS' DEFICIT (1,395,051)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 446,082
===========
</TABLE>
The notes are an integral part of these financial statements
<PAGE> 3
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(UNAUDITED) FROM
AUGUST 1,
THREE MONTHS ENDED NINE MONTHS ENDED 1997
------------------------ ------------------------ (INCEPTION)
30-APR-00 30-APR-99 30-APR-00 30-APR-99 TO 30-APR-00
---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 34,462 $ 7,791 $ 64,712 $ 8,733 $ 81,727
OPERATING EXPENSES
Promotion and advertising 277,891 171,200 408,676 464,817 1,272,156
General and administrative 332,450 177,135 729,019 471,852 1,452,952
Legal and accounting 61,504 43,664 209,372 156,818 436,083
Depreciation and amortization 9,773 2,437 27,072 7,312 36,822
---------- ---------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 681,618 394,436 1,374,139 1,100,799 3,198,013
Loss from operations (647,156) (386,645) (1,309,427) (1,092,066) (3,116,286)
---------- ---------- ----------- ----------- -----------
Interest expense 15,921 - 65,103 - 65,103
Net loss $(663,077) $ (386,645) $(1,374,530) $(1,092,066) $(3,181,389)
---------- ---------- ----------- ----------- -----------
Basic and diluted loss per share $ (0.02) $ (0.03) $ (0.05) $ (0.08) $ (0.21)
========== ========== =========== =========== ===========
Weighted average shares
outstanding: 26,488,858 15,140,496 24,771,289 12,947,576 15,046,240
========== ========== =========== =========== ===========
</TABLE>
The notes are an integral part of these financial statements
<PAGE> 4
AQUA VIE BEVERAGE CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED FROM AUGUST 1,
APRIL 30 1997
--------------------------- (INCEPTION)
2000 1999 TO 30-APR-00
----------- ----------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,374,530) $(1,092,065) $(3,181,389)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITY
Depreciation and amortization 27,072 7,312 36,822
Accrued compensation 180,000 120,000 360,000
CHANGES IN OPERATING ASSETS AND LIABILITIES
Advances to shareholder 506,350 (39,589) 455,845
Accounts receivable (7,665) (7,665)
Accounts payable 101,437 135,354 350,172
Accrued expenses 13,815 9,589 58,117
Inventories (189,093) (189,093)
Prepaid expenses 103,794 (129,509) (32,389)
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (638,820) (988,908) (2,149,580)
INVESTING ACTIVITIES
Purchases of equipment (79,959) (38,846) (154,500)
NET CASH USED BY INVESTING ACTIVITIES (79,959) (38,846) (154,500)
FINANCING ACTIVITIES
Proceeds from sale of stock 480,238 1,005,962 1,688,837
Proceeds from notes payable 213,000 20,500 617,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 693,238 1,026,462 2,305,837
----------- ----------- -----------
Increase (Decrease) in cash (25,541) (1,292) 1,757
Beginning of period 27,298 5,427 -
----------- ----------- -----------
END OF PERIOD $ 1,757 $ 4,135 $ 1,757
=========== =========== ===========
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 $ 128,960 $ 128,960
Notes payable was converted to long-term debt $ 340,000 $ 340,000
880,000 common shares were issued for services
during August 1999
</TABLE>
The notes are an integral part of these financial statements
<PAGE> 5
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(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 April 30, 2000 and the results of operations and cash flows for the interim
period presented. Operating results for the three months ended April 30, 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
2,853 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 27,219,485 were outstanding on April 30, 2000.
As of April 30, 2000 the 2,853 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 14,446,798 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.
(5). INVENTORY
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Inventory is valued at the lower of cost or market on a FIFO basis. Inventory
delivered is considered a promotional expense at this stage in the development
of the company.
Inventory at April 30, 2000 consists of : Finished Goods $ 69,195
Work-In-Process $106,390
Raw Materials $ 13,508
--------
Total Inventory $189,093
(6). LONG-TERM DEBT
Long-term debt consists of the following:
$80,000 Convertible Note - Interest accrues at 8%. The principal is convertible
into common stock of the company on or after August 29, 2000. The conversion
price will be within the range of $.80 to $3.00. The note is due September 1,
2001.
$340,000 Convertible Debenture - Interest accrues at 8% and the principal and
accrued but unpaid interest may be converted into common stock of the company on
or after September 17, 2000. The conversion price is $.40 per share. The
debenture is due September 30, 2002.
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 HYDRATRORTM product line, the Company's reliance at
this time on a single product line , reliance on the market distribution and
retail system and risks
<PAGE> 7
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 10-QSB.
THREE MONTH PERIOD ENDED APRIL 30, 2000 COMPARED
TO THREE MONTH PERIOD ENDED APRIL 30, 1999.
RESULTS OF OPERATIONS
NET SALES: For the three month and nine month periods ended April 30, 2000 the
Company had minimal reportable sales of $34,462 and $64,712, respectively, as
compared to no meaningful reportable sales for the same three and nine month
periods ended April 30, 1999. Consequently the Company had no meaningful Gross
profit for the respective periods covered by this report. The Company believes
given adequate financing that sales figures should begin to increase by the end
of this fiscal yearend.
OPERATING EXPENSES: Operating expenses were $681,618 for the three month period
ended April 30, 2000 as compared to $394,436 for the three month period ended
April 30, 2000 an increase of $287,182 or 73% and were $1,374,139 for the nine
month period ended April 30, 2000 as compared to $1,100,799 for the nine month
period ended April 30, 1999 an increase of $273,340 or 25%. 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 $15,921 and $65,103
respectively for the three and nine month periods ended April 30, 2000 as
compared to no interest expense for the comparable three and nine month periods
ending April 30, 1999.
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NET LOSS: The Company had net losses of $663,077 and $1,374,530 for the three
and nine month periods ended April 30, 2000 or a per share loss of $(0.02) and
$(0.05) for the weighted average shares outstanding as compared to $386,645 and
$1,092,066 for the three and nine month periods ended April 30, 1999 and a per
share loss of $(0.03) and $(0.08) for the weighted average shares outstanding
for those periods.
FINANCIAL CONDITION
April 30, 2000 compared to July 31, 1999
Total assets increased $69,805 from fiscal year end July 31, 1999. The increase
was primarily a result of increased inventories and equipment in the amount of
$189,093 and $60,200 respectively offset by a reduction of prepaid expenses and
advances to shareholder of $103,795 and $50,505 respectively.
On April 30, 2000, the Company had total liabilities of $1,841,133 compared to
$877,038 on July 31, 1999. The increase was primarily the result of a $455,845
increase in due to shareholder, an increase of $213,000 in notes payable and
long-term debt, and an increase of $193,814 in accrued expenses. Working capital
at April 30, 2000 was ($1,190,230) compared to ($663,052) at July 31, 1999.
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, 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 acceptance 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 satisfactory terms.
By the end of the nine month period ending April 30, 2000 the Company had been
able to convert $340,000 of current notes payable to long-term debt and $104,000
of current notes payable and $24,960 of accrued interest to common stock.
SUBSEQUENT EVENTS
Subsequent to the end of the period, on June 5, 2000, the Company received a
commitment from two investment portfolios controlled by unrelated third parties
for financing up to an aggregate amount of $6 million through September 30,
2000, to be used in bottling production and to address an order backlog
accumulated subsequently, as well as general working capital. Initial funding
related to this commitment has been received by the Company.
<PAGE> 9
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
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 is completing the drafting and review for filing of a
FORM 8 K/A Amendment #2 as of this filing date, which filing will be in lieu of
a FORM 10 KSB. This filing will include all required and applicable documents
and is incorporated herein by reference when and as 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.
<PAGE> 10
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
Chief Executive Officer &
President
EX 27 Financial Data Schedule
(See attached three pages for inclusion at this place)
