UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission file Number 000-25019
PVAXX CORPORATION
(Formerly Oak Brook Capital IV, Inc.)
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
000-25019 05-0499528
(Commission File Number) (I.R.S. Employer Identification Number)
12730 New Brittany Boulevard
Fort Myers, Florida 33907
(Address of Principal Executive Offices) (Zip Code)
(941) 274-9355
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Indicate by check mark whether the registrant (1) has filed
all reports 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.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Common Stock, No Par Value - 21,328,000 shares as of
August 14, 2000.
<PAGE>
FORWARD-LOOKING INFORMATION
THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
PVAXX CORPORATION INCORPORATED OR ITS REPRESENTATIVES CONTAIN STATEMENTS
WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN
U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF PVAXX
CORPORATION AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS
ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10QSB AND
ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT
CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO
FUTURE OPERATING RESULTS OVER TIME.
ITEM 1. FINANCIAL STATEMENTS
<PAGE> F-1
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
The following financial statements include a balance sheet as of June 30, 2000,
and statement of operations, statements of changes in stockholders' equity
and statements of cash flows for the period from May 1, 1998 (inception)
through June 30, 2000
OAK BROOK CAPITAL IV, INC.
(A Development Stage Company)
Index to Financial Statements 1
Report of Independent Auditor 2
Balance Sheet (Exhibit 1) 3
Statement of Operations (Exhibit 2) 4
Statements of Changes in Stockholders' Equity (Exhibit 3) 5
Statements of Cash Flows (Exhibit 4) 6
Notes to Financial Statements 7
<PAGE> F-2
BERSCH ACCOUNTING S.C.
Certified Public Accountants
633 W. Wisconsin Ave., Suite 610 Milwaukee, Wisconsin 53203
Tel: 414-272-8800 www.berschaccounting.com
Fax: 414-223-4070 email: [email protected]
August 13, 2000
Shareholders and Board of Directors
OAK BROOK CAPITAL IV, INC.
Newport, Rhode Island
Review Report
I have reviewed the accompanying balance sheet of Oak Brook Capital IV, Inc.
as of June 30, 2000, and the related statements of operations, statements of
changes in stockholders' equity, and statements of cash flows for the period
then ended, in accordance with Statements of Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information in these financial statements is the
representation of the management of Oak Brook Capital IV, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
<PAGE> F-3
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF JUNE 30, 2000
(UNAUDITED)
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ASSETS
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OTHER ASSETS:
Organizational Costs $ -
Less accumulated amortization -
Total other assets $ -
Total assets $ -
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $27,725
Total current liabilities $27,725
EQUITY:
Preferred Stock, no par value,
10,000,000 shares authorized
Common Stock, no par value,
50,000,000 shares authorized,
1,228,000 shares outstanding;
1,105,200 shares issued at
$.0038 $4,200
122,800 shares issued by gift 0.00
Issued and Outstanding $4,200
Deficit accumulated during the
development stage (31,925)
Total equity $(27,725)
Total liabilities and equity $ -
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<PAGE> F-4
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Period Ended June 30, 2000 and
From May 1, 1998 (inception) through June 30, 2000
(UNAUDITED)
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<CAPTION>
Period Since Inception
--------------- ---------------
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REVENUE $ 0 $ -
COSTS AND EXPENSES:
Audit and professional fees $ 20,335 $ 31,925
- -
Net loss $ (20,335) $ (31,925)
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 1,228,000 1,228,000
Profit (loss) per share $ (0.0166) $ (0.0260)
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<PAGE> F-5
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period Ended June 30, 2000 and
From May 1, 1998 (inception) through June 30, 2000
(UNAUDITED)
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<CAPTION>
Common
Shares Stock Retained
Issued Amount Earnings Equity
<S> <C> <C> <C> <C>
Equity at Inception $ -
Shares issued at inception
for services at $0.0038
per share 1,105,200 $ 4,200 $ 4,200
Shares issued by gift 122,800
Retained Earnings
12/31/98 $ (8,250) (8,250)
Net loss for the year
ended 12/31/99 - - (3,340) (3,340)
Net loss for the period
ended 6/30/00 $(20,335) $(20,335)
TOTAL 1,228,000 $ 4,200 $(31,925) $(27,725)
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<PAGE> F-6
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period Ended June 30, 2000 and
From May 1, 1998 (inception) through June 30, 2000
(UNAUDITED)
Period Since Inception
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ (20,335) $ (31,925)
Adjustments to reconcile net income to
net cash provided by operating activities
Increase in accounts payable 20,335 27,725
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES - (4,200)
CASH FLOWS FROM INVESTING ACTIVITIES
- -
--------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Stock - 4,200
--------------- ---------------
NET CASH USED BY FINANCING ACTIVITIES - 4,200
NET INCREASE (DECREASE) IN CASH - -
CASH AT BEGINNING OF PERIOD - -
--------------- ---------------
CASH AT END OF PERIOD $ - $ -
=============== ===============
<PAGE> F-7
OAK BROOK CAPITAL IV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 1, 1998, in the State of Colorado.
The Company is in the development stage and its intent is to operate as
a capital market access corporation and to acquire one or more existing
businesses through merger or acquisition. The Company has had no significant
business activity to date. The Company has selected the calendar year as its
fiscal year.
Net loss per share
The net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
NOTE 2. STOCKHOLDERS' EQUITY
On May 15, 1998, the Company issued 1,105,200 shares of its no par value
common stock to affiliates for services valued at their fair market value
of $4,200. The shares were issued pursuant to Rule 701 of the Securities
Act of 1933 (the "Act") and are restricted securities within the meaning of
Rule 144 of the Act. An additional 122,800 shares were issued as qualified
gifts during the year.
NOTE 3. RELATED PARTY TRANSACTIONS
There have been no related party transactions since the issuance of shares
using organization costs as consideration.
<PAGE> F-8
NOTE 4. SUBSEQUENT EVENT
On July 10, 2000 final documentation was signed consummating a reverse merger
with PVAXX Corporation effective July 1, 2000. The transaction consisted of
a 1-for-1 exchange of Oak Brook IV's stock for 20 million shares of PVAXX
Corporation and then the new corporation changed it's name to PVAXX Corporation.
The effective combination of these two companies is shown in the pro-forma
information below as of June 30, 2000:
PVAXX OAK Brook New PVAXX
Corporation Capital IV, Inc. Corporation
------------- ---------------- -----------
BALANCE SHEET
As of June 30, 2000
Assets
Current Assets $ 453,670 $ 453,670
Fixed Assets 703,709 703,709
Less Accumulated (19,308) (19,308)
Depreciation
Other Assets 316,162 316,162
Total Assets $ 1,454,233 $ 0 $1,454,233
LIABILITIES AND EQUITY
Current Liabilities $ 404,854 $ 27,725 $ 432,579
Long-term Liabilities 1,205,630 0 1,205,630
Total Liabilities 1,610,484 27,725 1,638,209
Stockholder's Equity 300,000 4,200 304,200
Accumulated Other
Comprehensive Income 5,914 5,914
Deficit Accumulated
During the Development
Stage (462,165) (31,925) (494,090)
Total Liabilities and Equity $ 1,454,233 $ 0 $1,454,233
<PAGE> F-9
PVAXX OAK BROOK New PVAXX
Corporation CAPITAL IV. INC. Corporation
----------- ---------------- -----------
INCOME STATEMENT
For the period May 18, 1998 (inception)
through June 30, 2000
REVENUES $ 0 $ 0 $ 0
EXPENSES
Organizational and
Development Costs
Accumulated during the
development stage 455,317 31,925 487,242
Interest Expense 6,848 0 6,848
Net deficit Accumulated
During the Development Stage $ (462,165) $ (31,925) $ (494,090)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
OAK BROOK CAPITAL IV, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 2000
=====================================
SIX MONTHS ENDING JUNE 30, 2000
=====================================
The following information should be read in conjunction with the historical
financial information and the notes thereto included in Item 1 of this
Quarterly Report.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.
The Company does not expect adoption to have a material effect on its
financial position or results of operations.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.
The Balance Sheet as of 06/30/2000 has been updated to reflect the "write-
off" of organizational costs in accordance with SOP 98-5. The Statement
of Operations has been revised to update cumulative amounts, while conforming
changes have been made to the Statement of Changes in Stockholders' Equity.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Neither the Registrant nor any of its affiliates are a
party, nor is any of their property subject, to material
pending legal proceedings or material proceedings known
to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8 K
a. Exhibits
Exhibit 27. Financial Data Schedule
b. Reports on Form 8 K
None
<PAGE> 17
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO DESCRIPTION
<S> <C> <C>
# 3.1 Articles of Incorporation of the Registrant, as amended;
# 3.2 Bylaws of the Registrant;
# 4.1 Instruments Defining Rights of Security Holders/Minutes
of Annual/Special Meetings of the Registrant;
# 10.1 Issuance of Restricted Shares from Authorized Shares
# 23.1 Consent of Mark T. Thatcher, P.C.;
x 27 Financial Data Schedule
x 99.1 Safe Harbor Compliance Statement
_______________________
x Filed herewith.
# Incorporated by reference from the Registrant's Amendment No. 2 to the
Registration Statement filed on Form 10-SB on or about May 14, 1999.
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 hereunto duly authorized.
PVAXX CORPORATION and
OAK BROOK CAPITAL IV, INC.
/s/ Nadeau & Simmons, P.C.
DATE: August 14, 2000 By: NADEAU & SIMMONS, P.C.
Title: Filing Agent
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