<PAGE>
UNITED STATES 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 quarterly period 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 number 2-98014-D
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FIRST COLONIAL VENTURES, LTD.
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(Exact name of small business issuer as specified in its charter)
Utah 87-0421903
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2046 Armacost Avenue, West Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (310) 642-0200
6151 West Century Boulevard, Suite 1018, Los Angeles, California 90045
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) has 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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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As of March 31, 1997, the Company had 10,716,182 shares of common stock issued
and outstanding.
Transitional Small Business Disclosure Format: Yes No X
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Total sequentially numbered pages in this document: 8
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST COLONIAL VENTURES, LTD.
BALANCE SHEETS
(From
Audited
Financial
Statements) (Unaudited)
December 31 June 30
1996 1997
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ASSETS
Investments at fair value (cost - $4,222,541
1996 and $4,436,807 1997) $ 3,522,006 $ 3,736,272
Notes receivable from sale of common stock 1,691,633 1,211,167
Cash 2,872 16,396
Other assets 8,275 24,115
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TOTAL ASSETS $ 5,224,786 $ 4,987,950
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 487,563 $ 487,563
Accounts payable and accrued liabilities 178,457 172,569
Related party debt 1,057,456 907,493
Management fees payable to officer 171,000 251,300
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Total liabilities 1,894,476 1,818,925
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Stockholders' Equity:
Common stock ($.001 par value; 500,000,000 shares
authorized; outstanding - 10,716,182 shares 10,716 10,716
Preferred stock (no par value; 10,000,000 shares
authorized; none outstanding) -- --
Additional paid-in capital 8,963,252 8,963,252
Accumulated deficit:
Accumulated (deficit) before becoming a BDC (3,508,063) (3,508,063)
Accumulated net investment (loss) (845,172) (1,006,457)
Accumulated net unrealized (loss) (1,290,423) (1,290,423)
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Total stockholders' equity (net asset value per
share - $.31 1996 and $.30 1997) 3,330,310 3,169,025
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,224,786 $ 4,987,950
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See accompanying notes to financial statements
2
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FIRST COLONIAL VENTURES, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended
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June 30 June 30
1996 1997
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Revenues $ -- $ --
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Expenses:
General & administrative expenses 130,340 143,397
Depreciation -- 3,160
Interest 27,670 14,728
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Operating expenses 158,010 161,285
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Net loss $ (158,010) $ (161,285)
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Loss per share:
Weighted average number of shares 7,035,942 10,716,182
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Net (loss) per share $ (.02) $ (.02)
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See accompanying notes to financial statements
3
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FIRST COLONIAL VENTURES, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
------------------------
June 30 June 30
1996 1997
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Revenues $ -- $ --
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Expenses:
General & administrative expenses 65,170 70,511
Depreciation -- 1,580
Interest 13,835 7,540
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Operating expenses 79,005 79,631
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Net loss $ (79,005) $ (79,631)
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Loss per share:
Weighted average number of shares 7,035,942 10,716,182
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Net (loss) per share $ (.05) $ (.01)
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See accompanying notes to financial statements
4
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FIRST COLONIAL VENTURES, LTD.
STATEMENT OF CASH FLOWS
For The Six Months Ended
(Unaudited)
June 30
1997
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Cash flows from operating activities:
Net investment loss $ (161,285)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation 3,160
Increase in accounts payable
and accrued expenses 74,412
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Net cash (used) in operating activities (83,713)
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Cash flows from investing activities:
Investment in qualifying assets (214,266)
Purchase of equipment (19,000)
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Net cash (used) in investing activities (233,266)
-----------
Cash flows from Financing activities:
Collection of notes receivable 480,466
Repayment of related party debt (149,963)
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Net cash provided by financing activities 330,503
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Net increase in cash 13,524
Cash - December 31, 1996 2,872
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Cash - June 30, 1997 $ 16,396
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See accompanying notes to financial statements
5
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FIRST COLONIAL VENTURES, LTD.
SCHEDULE OF INVESTMENTS
June 30, 1997
(Unaudited)
Number of Cost
Shares and/or Fair
Owned Equity Value
Company --------- --------- ---------
- -------
- ------------------------------------
Wholly-Owned Portfolio Companies:
Contemporary Resources, Inc.-
Common stock, appraisal method 13,700 $ 773,115 $ 649,952
First Colonial Real Estate, Inc.-
Common stock, appraisal method 10,000 1,630,130 1,620,000
Advances, at cost n/a 228,085 --
Baja Pacific International, Inc.-
Common stock, appraisal method 10,000 7,600 7,500
YPE, Inc.-
Common stock, cost method 10,011 3,367 3,367
First Colonial Studios, Inc. -
Common stock, appraisal method 500 690,000 690,000
Advances, at cost n/a 33,212 33,212
Dryden Energy, Inc.-
Common stock, appraisal method 7,000 182,241 182,241
- -------------------------------------
Controlled (50%) Portfolio Companies:
Sherwood Properties, Inc. -
Common stock, appraisal method 12,500 1,919 --
Advances, at cost n/a 73,000 --
Gulf Coast Hotels, Inc. -
Common stock, appraisal method 1,875 209,782 --
Advances, at cost n/a 50,000 --
- -------------------------------------
Other Portfolio Companies:
TND/Medical International, Inc. -
Common stock, cost method 666,666 350,000 350,000
And In Justice For All, Inc. -
Common stock, cost method 450,000 200,000 200,000
Gerant Industries, Inc. -
Common stock, appraisal method 2,500 4,356 --
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Investments - June 30, 1997 $4,436,807 $3,736,272
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See accompanying notes to financial statements
6
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FIRST COLONIAL VENTURES, LTD.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - COMMENTS:
First Colonial Ventures, Ltd. ("FCVL" or "Company") was incorporated under
the laws of the State of Utah on March 25, 1985, for the purpose of acquiring
interests in various business opportunities.
On January 10, 1995, FCVL elected to become an Investment Company pursuant
to the Investment Company Act of 1940. On June 27, 1995, FCVL elected to become
a "Business Development Company" (BDC), as that term is defined in the Small
Business Investment Incentive Act of 1980, which Act is an amendment to the
Investment Company Act of 1940. The election resulted in FCVL becoming a
specialized type of investment company. Consistent with this change in type of
business entity, the Company changed its method of financial reporting and
valuation of investments from cost to fair value.
The financial statements include only the accounts of FCVL because,
pursuant to industry practice, an investee of a business development company is
not consolidated unless such investee is a small business investment company or
a wholly-owned business development company.
The accompanying financial statements are unaudited, but in the opinion of
the management of the Registrant, contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the financial position at
June 30, 1997, the results of operations for the three months and six months
ended June 30, 1997, and the changes in cash flows for the six months ended June
30, 1997. Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission, although
management of the Registrant believes that the disclosures contained in these
financial statements are adequate to make the information presented therein is
not misleading. For further information, refer to the financial statements and
footnotes thereto included in the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 1996, as filed with the Securities and Exchange
Commission.
The results of operations for the three months and nine months ended June
30, 1997, are not necessarily indicative of the results of operations to be
expected for the full year ending December 31, 1997.
NOTE 2 - NOTES RECEIVABLE:
Notes receivable from common stock are notes payable by Colonial Funds,
Limited to the registrant for shares issued pursuant to Regulation E and
pertaining to transactions not yet completed by Colonial Funds, Limited.
7
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NOTE 3 - RELATED PARTY DEBT:
Related party debt owing to Contemporary Resources, Inc. decreased by
$149,963 during the six months ended June 30, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION - JUNE 30 31, 1997
The Registrant's acquired 100% of the outstanding shares of Dryden Energy,
Inc. ("Dryden"), a non-public Texas corporation in an exchange of common stock.
Dryden owns lease rights for various properties located in Coleman County,
Texas. The properties include six natural gas wells which were previously
capped and which Dryden has subsequently opened and is operating. The
Registrant is committed to providing an additional 818,000 shares of its common
stock in connection with the acquisition.
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1997
The Registrant's net loss for the three and six months ended June 30, 1997
was substantially the same as for the same period in the prior year.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST COLONIAL VENTURES, LTD.
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(Registrant)
October 31, 1997 By: /s/ MURRAY W. GOLDENBERG
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Murray W. Goldenberg
President
(Chief Executive, Financial
and Accounting Officer)
8
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<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 4,436,807
<INVESTMENTS-AT-VALUE> 3,736,272
<RECEIVABLES> 1,211,167
<ASSETS-OTHER> 40,511
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,987,950
<PAYABLE-FOR-SECURITIES> 220,000
<SENIOR-LONG-TERM-DEBT> 487,563
<OTHER-ITEMS-LIABILITIES> 1,111,362
<TOTAL-LIABILITIES> 1,818,925
<SENIOR-EQUITY> 10,716
<PAID-IN-CAPITAL-COMMON> 8,963,252
<SHARES-COMMON-STOCK> 10,716,182
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,290,423)
<NET-ASSETS> 3,169,025
<DIVIDEND-INCOME> 0
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<EXPENSES-NET> (79,631)
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<GROSS-EXPENSE> 79,631
<AVERAGE-NET-ASSETS> 3,249,668
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> .30
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<AVG-DEBT-OUTSTANDING> 1,856,701
<AVG-DEBT-PER-SHARE> .17
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