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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File No. 2-90519
DCC Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada 59-2262718
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
211 West Wall, Midland, Texas 79701
(Address of Principal Executive Offices, including Zip Code)
(915) 682-1761
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 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 practicable date:
Class Outstanding as of October 31, 1999
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Common Stock, $.0001 par value 1,456,097
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included, and the
disclosures are adequate to make the information presented not misleading.
Operating results for the three months ended September 30, 1999, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. These statements should be read in conjunction with the
financial statements and notes thereto included in the Annual Report on Form
10-KSB (filed with the Securities and Exchange Commission) for the year ended
December 31, 1998.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DCC Acquisition Corporation
(a development-stage company)
Page
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Balance Sheets as at September 30, 1999 (unaudited), and
December 31, 1998 3
Statements of Operations for the Three Months Ended
September 30, 1999, and 1998 (unaudited) 4
Statements of Cash Flows for the Three Months Ended
September 30, 1999 (unaudited), and 1998 (unaudited) 5
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 2
<TABLE>
<CAPTION>
DCC Acquisition Corporation
(a development-stage company)
Balance Sheets as at
September 30, 1999 (unaudited), and December 31, 1998
ASSETS
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
<S> <C> <C>
Cash -0- -0-
Total Assets -0- -0-
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts Payable -0- 2,231
Due to controlling shareholder -0- 3,000
Total Liabilities -0- 5,231
Shareholders' Equity
Common Stock, $.0001 par value
per share; 100,000,000 shares
authorized, 1,456,097 shares
issued and outstanding 146 196
Additional paid-in Capital 798,029 798,029
Deficit Accumulated During
Development Stage (798,175) (803,406)
Total Shareholders' Equity (Deficit) -0- (5,231)
Total Liabilities and
Shareholders' Equity -0- -0-
</TABLE>
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 3
DCC Acquisition Corporation
(a development-stage company
Statements of Operations For the Three Months Ended September 30,
1999 (unaudited), and September 30, 1998 (unaudited)
September 30, September 30,
1999 1998
------------- -------------
(unaudited) (unaudited)
Revenue -0- -0-
Total Revenue -0- -0-
Expenses
Professional Fees -0- -0-
Regulatory Expense -0- -0-
Advertising and Marketing -0- -0-
Miscellaneous Expense (5,231) -0-
Office Supplies -0- -0-
Total Expenses (5,231) -0-
Net Income (Loss) Before Taxes (5,231) -0-
Net Income (Loss) 5,231 -0-
Primary Earnings Per Common Share -0- -0-
Net Earnings (Loss) -0- -0-
Weighted Average Number of
Common Shares Outstanding 1,456,097 1,456,097
Fully Diluted Earnings Per
Common Share .0036 -0-
Net Earnings (Loss) Per
Common Share .0036 -0-
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 4
DCC Acquisition Corporation
(a development-stage company)
Statements of Cash Flows for the Three Months Ended September 30,
1999 (unaudited), and September 30, 1998 (unaudited)
June 31, 1999 June 30, 1998
------------- -------------
(unaudited) (unaudited)
Cash Flows from Operating
Activities -0- -0-
Increase in Accrued Liabilities -0- -0-
New Cash Used from
Operating Activities -0- -0-
Cash Flows from Investing
Activities -0- -0-
Total Cash Flow from
Financing Activities -0- -0-
Cash at Beginning of Period -0- -0-
Net increase (decrease) -0- -0-
Cash at End of Period -0- -0-
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no
assets. The Company will remain illiquid until such time as a business
combination transaction occurs, if ever. No prediction of the future
financial condition of the Company can be made. During the quarter ending
September 30, 1999, the Company's majority shareholder cancelled a $3,000
debt owing to him and personally assumed responsibility for a $2,231
liability of the Company, thereby reducing the Company's liabilities to
zero (0). This non-cash transaction was recorded as miscellaneous income on
the Income Statement for the period.
Plan of Business
General. The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has
growth potential, irrespective of the industry in which it is engaged.
However, the Company does not intend to combine with a private company which
may be deemed to be an investment company subject to the Investment Company
Act of 1940. A combination may be structured as a merger, consolidation,
exchange of the Company's common stock for stock or assets or any other form
which will result in the combined enterprise's becoming a publicly-held
corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source
of revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiations stage and those
negotiations are subsequently terminated, it is foreseeable that such efforts
will exhaust the Company's ability to continue to seek such combination
opportunities before any successful combination can be consummated. In that
event, the Company's common stock will become worthless and holders of the
Company's common stock will receive a nominal distribution, if any, upon the
Company's liquidation and dissolution.
Combination Suitability Standards. In its pursuit for a combination
partner, the Company's management intends to consider only combination
candidates which are profitable or, in management's view, have growth
potential. The Company's management does not intend to pursue any combination
proposal beyond the preliminary negotiation stage with any combination
candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited
financial statements, or is in a position to provide such financial
statements in a timely manner. The Company will, if necessary funds are
available, engage attorneys and/or accountants in its efforts to investigate
a combination candidate and to consummate a business combination. The Company
may require payment of fees by such combination candidate to fund the
investigation of such candidate. In the event such a combination candidate is
engaged in a high technology business, the Company may also obtain reports
from independent organizations of recognized standing covering the technology
being developed and/or used by the candidate. The Company's limited financial
resources may make the acquisition of such reports
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 6
difficult or even impossible to obtain and, thus, there can be no assurance
that the Company will have sufficient funds to obtain such reports when
considering combination proposals or candidates. To the extent the Company is
unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to
the knowledge of the Company's officers and directors, neither the candidate
nor any of its directors, executive officers, principal shareholders or
general partners:
(1) will not have been convicted of securities fraud, mail
fraud, tax fraud, embezzlement, bribery, or a similar
criminal offense involving misappropriation or theft of
funds, or be the subject of a pending investigation or
indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject
of any pending investigation or a defendant in a pending
lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or
sales of securities.
The Company's officers and directors will make these determinations
by asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may
be involved in the combination proceedings. However, the officers and
directors of the Company will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention which puts them on notice of a possible
disqualification which is being concealed from them, such persons will rely
on information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 7
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
On November 1, 1999, the Company acquired a majority of the shares
of stock of two corporations, ProHealth Laboratories, Inc ("ProHealth") and
STL Group, Inc. ("STL") in exchange for shares of the Company's common stock.
The Company will change its name to "ProHealth Medical Technologies, Inc."
and will move its corporate offices to suburban Cleveland, Ohio. The
income-producing business of the Company will be carried out through its two
new subsidiaries.
ProHealth is a manufacturer, marketer and distributor of national
brand equivalent oral care products which includes toothpaste, denture
adhesives, and oral analgesics that are marketed under proprietary labels, as
well as private labels. The Perfect Smile(R) Smile Fitness Program is the
most notable proprietary branded product sold by ProHealth and consists of a
complete line of high-end tooth whitening products endorsed by celebrity
spokesperson Vanna White of Wheel of Fortune fame.
STL manufactures and sells a broad range of patented facial
implants, as well as custom designed implants for cosmetic and reconstructive
surgical applications which are marketed to the neurosurgical, orthopedic,
ears/nose/throat, cosmetic, plastic, maxilla and craniofacial medical
markets. In addition, STL has a patent on an electrocautery suction device
(SAF-T-VAC) which it has successfully test marketed, and also has other
surgically related products in various stages of development.
The Company will file a Form 8-K with the SEC that will contain more
detailed information about the terms of the acquisitions of ProHealth and STL
and their business and financial information.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
On June 11, 1999 a Current Report was filed on Form 8-K by
a third party wherein the Company was reported to have
entered into a transaction to merge with a private firm.
On August 5, 1999 a Current Report was filed on Form 8-K concerning
the Current Report filed on Form 8-K on June 11, 1999. The filing on June 11,
1999 was incorrect as the tranaction was not approved, authorized or ratified
by the board of directors.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: November 15, 1999 DCC Acquisition Corporation
/s/ Robert O. Wolfe
By: ----------------------
Robert O. Wolfe
President and Principal
Financial Officer
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Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
DCC Acquisition Corporation Page 8
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