U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 2-93477-D
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DIGITIAL POWER HOLDING COMPANY
-----------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0410127
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Inter-Venture
1057 East 900 South
Salt Lake City, Utah 84105
--------------------------
(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
January 31, 1998
Common - 1,076,134 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company.
<TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
September 30, March 31,
1997 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value,
2,000,000 shares authorized, no
shares issued and outstanding
Common stock, $0.01 par value,
25,000,000 shares authorized,
1,076,134 and 1,076,134 shares
issued and outstanding, respectively 10,761 10,761
Additional paid-in capital 1,243,546 1,241,767
Deficit accumulated during the
development stage (1,254,307) (1,252,528)
Total Stockholders' Equity - -
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ - $ -
</TABLE>
<TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From Inception
on February 24,
For the For the 1984 Through
Three Months Six Months
Ended September 30, Ended September 30, September 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
LOSS ON DISCONTINUED
OPERATIONS (686) (1,664) (1,779) (9,872) (1,254,307)
NET LOSS $ (686) $ (1,664) $ (1,779) $ (9,872) $(1,254,307)
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,076,134 1,026,134 1,076,134 1,026,134
</TABLE>
<TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity
(Unaudited)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amounts Capital Stage
<S> <C> <C> <C> <C>
At inception on February 24, 1984 - $ - $ - $ -
Common stock issued for cash at
approximately $82.77 per share 11,358 114 939,978 -
Common stock issued for services at
approximately $6.78 per share 13,692 137 92,667 -
Common stock issued for acquisition
subsidiary at $50.00 per share 168 1 8,399 -
Contributed capital - - 20,860 -
Net loss from inception February 24,
1984 to March 31, 1995 - - - (1,062,156)
Balance, March 31, 1995 25,218 252 1,061,904 (1,062,156)
Common stock issued for services at
$1.00 per share 180,000 1,800 178,200 -
Net loss for the year ended
March 31,1996 - - - (180,000)
Balance, March 31, 1996 205,218 $ 2,052 $1,240,104 $(1,242,156)
Common stock issued for services
at $0.01 per share 870,872 8,708 - -
Contributed capital - - 1,664 -
Adjustment on reverse split 44 1 (1) -
Net loss for the year ended
March 31, 1997 - - - (10,372)
Balance, March 31, 1997 1,076,134 10,761 1,241,767 (1,252,528)
Contributed capital - - 1,779 -
Net loss for the six months ended
September 30, 1997 - - - (1,779)
Balance, September 30, 1997 1,076,134 $ 10,761 $1,243,546 $(1,254,307)
</TABLE>
<TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From Inception
on February 24,
For the For the 1984 Through
Three Months Six Months
Ended September 30, Ended September 30, September 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss from
discontinued operations $ (686) $ (1,664) $ (1,779) $ (9,872) $(1,254,307)
Adjustments to reconcile
net loss to net cash
used by operating activities
Stock issued for acquisition
of subsidiary assets - - - - 8,400
Contributed capital for
expenses 686 1,664 1,779 1,664 24,303
Stock issued for services - - - 8,208 281,512
Net Cash Used by
Operating Activities - - - - (940,092)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from sale of
common stock - - - - 940,092
Net Cash Provided by
Financing Activities $ - $ - $ - $ - $940,092
NET INCREASE
(DECREASE) IN CASH
AND CASH EQUIVALENTS $ - $ - $ - $ - $ -
CASH AND CASH
EQUIVALENTS,
BEGINNING OF PERIOD - - - - -
CASH AND CASH
EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ - $ -
SUPPLEMENTAL CASH
FLOW DISCLOSURES
Interest paid $ - $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ - $ -
NON-CASH FINANCING
ACTIVITIES
Contributed capital for
expenses $ 686 $1,664 $1,779 $ - $ 24,303
Common stock issued
for services $ - $ - $ - $8,208 $281,512
Common stock issued for
acquisition of
subsidiary $ - $ - $ - $ - $ 8,400
</TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and March 31, 1997
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated in the State of Nevada on February 24,
1984 and was organized to engage in the acquisition of assets and
properties which management believes have good business potential. On
May 20, 1987, the Company issued 168,000 shares of common stock to
acquire all of the outstanding stock of Lu Technology, Inc. Lu
Technology, Inc. was suspended on May 1, 1989. In June 6, 1989, the
Company changed its name to Digital Power Holding Company. Presently,
the Company does not engage in any business operations. The Company
has selected March 31, year end.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
e. Provision For Taxes
At September 30, 1997, the Company had net operating loss carryforwards
of approximately $190,000 that may be offset against future taxable
income through 2012. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater
chance the carryforward will expire unused. Accordingly, the potential
tax benefits of the loss carryforward are offset by a valuation amount
of the same amount.
f. Additional Accounting Policies
Additional accounting policies will be established once planned
principal operations commence.
g. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a
fair presentation. Such adjustments are of a normal, recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of
the Company to be acquired by an existing, operating company. Until an
acquisition or merger occurs, shareholders of the Company have
committed to meeting the Company's operating expenses.
NOTE 3 - DISCONTINUED OPERATIONS
The Company discontinued its operations in 1990. Therefore, all
revenues generated by the Company have been netted against the expenses
and are grouped into the discontinued operations line on the statements
of operations.
NOTE 4 - STOCK TRANSACTIONS
During February, 1996, the Company issued 180,000 shares of common
stock for services valued at $180,000. The Company approved a 100 for
1 reverse stock split on April 12, 1996 and issued 820,872 shares of
post split common stock later on for services rendered valued at
$8,708. The reverse stock split has been applied to the Company's
financial statements on a retroactive basis.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- -----------------
The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
non-affiliated lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
potential business venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate
standing in the State of Nevada, compromising and settling its
debts and seeking the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders,
the Company has had no material business operations during the two
most recent calendar years, and was dormant from December 1989 to January 1,
1996.
At September 30, 1997, the Company had no assets and no liabilities.
There were no revenues in the three months ended September 30, 1997
and 1996; and in the six months ended September 30, 1997 and 1996, there
were no revenues.
For the three months ended September 30, 1997, there was a net loss from
discontinued operations of ($686); for the three months ended September 30,
1996, there was a net loss from discontinued operations of ($1,664); and for
the six months ended September 30, 1997 and 1996, net losses from discontinued
operations were ($1,779) and ($9,872), respectively.
Liquidity
- ---------
$1,779 was contributed to capital by David C. Merrell, the Company's
President and a director, for miscellaneous expenses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the second quarter of the calendar year covered by this Report or
during the two previous calendar years; further, no matter has been submitted
to a vote of the Company's security holders since the Company became
dormant in December 1989.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
None.
(b) Reports on Form 8-K.
None.
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
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 thereunto duly authorized.
DIGITAL POWER HOLDING COMPANY
Date: 2/23/98 By:/s/David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
DIGITAL POWER HOLDING COMPANY
Date: 2/23/98 By:/s/David C. Merrell
President and Director
Date: 2/23/98 By:/s/Charles Johnson
Secretary/Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10761
<OTHER-SE> (10761)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1779)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (1779)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1779)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
