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 June 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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DIGITAL 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
June 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 1,242,860 1,241,767
Deficit accumulated during the
development stage (1,253,621) (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 Three Months 1984 Through
Ended June 30, June 30,
1997 1996 1997
<S> <C> <C> <C>
REVENUE $ - $ - $ -
LOSS ON DISCONTINUED OPERATIONS (1,093) (8,208) (1,253,621)
NET LOSS $ (1,093) $(8,208) $(1,253,621)
LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 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 - - 1,093 -
Net loss for the three months
ended June 30, 1997 - - - (1,093)
Balance, June 30, 1997 1,076,134 $ 10,761 $1,242,860 $(1,253,621)
</TABLE>
<TABLE>
DIGITAL POWER HOLDING COMPANY
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
February 24,
For the Three Months 1984 Through
Ended June 30, June 30,
1997 1996 1997
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss from discontinued operations $ (1,093) $ (8,208) $(1,253,621)
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 1,093 - 23,617
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 (Used) by Financing
Activities - - 940,092
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD - - -
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ - $ - $ -
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Contributed capital for expenses $ 1,093 $ - $ 23,617
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
June 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 June 30, 1997, the Company had net operating loss carryforwards of
approximately $190,000 that may be offset against future taxable income
through 2011. 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 operation 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 has 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 870,872 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 June 30, 1997, the Company had no assets and no liabilities. There
were no revenues in the three months ended June 30, 1997 and
1996, and losses from discontinued operations during these periods were
($1,093) and ($8,208), respectively. For the period from inception February
24, 1984 through June 30, 1997, there were no revenues and losses from
discontinued operations were ($1,253,621).
Liquidity
- ---------
$1,093 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 first quarter of the fiscal 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.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
(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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-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> (1093)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (1093)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1093)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
