[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 33-1599
D-Vine, Ltd.
(Exact name of small business issuer as
specified in its charter)
Delaware 22-2732163
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1330 Avenue of the Americas, 36th Floor, New York, New York 10019
(Address of principal executive offices)
(212) 582-3400
Issuer's telephone number
(Former name, former address and former fiscal year, 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 registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant 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 practical date:
August 18, 1997 22,607,731 fully diluted
Transitional Small Business Disclosure Format (check one).
Yes ; No x
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
D-VINE, LTD.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
June 30, September 30,
1997 1996
Assets:
Cash $ 2,500 $ -
Prepaid Expenses 18,000 -
Total Assets 20,500 -
Liabilities:
Accounts Payable 2,125 -
Total Liabilities $ 2,125 $ -
Stockholders' Equity:
Common Stock Authorized
50,000,000, Issued 22,607,731
of $0.01 Par Value 226,077 201,077
Paid-In Capital 637,744 637,744
Retained Deficit (831,843) (831,843)
Earnings (Deficit)
Accumulated During the
Development Stage (13,603) (6,978)
Total Stockholders'
Equity 18,375 -
Total Liabilities and
Stockholders' Equity $ 20,500 $ -
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
For the For the Inception
Three Months Nine Months Of
Ended June 30, Ended June 30, Development
1997 1996 1997 1996 Stage
Revenues: $ - $ - $ - $ - $ -
Expenses: 1,500 - 6,625 5,133 13,603
Net Income
(Loss) $(1,500) $ - $ (6,625) $(5,133) $ (13,603)
Primary loss
Per Share $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Since
Inception
For the Nine Months of
Ended June 30, Development
1997 1996 Stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (6,625) $ (5,133) $ (13,603)
Adjustments Used to Reconcile
Net Loss to Net Cash Provided by
(Used in) Operating Activities:
(Increase) Decrease in
Prepaid Expenses (18,000) - (18,000)
Increase (Decrease) in
Accounts Payable 2,125 638 2,125
Net Adjustment (15,875) 638 (15,875)
Net Cash Used in
Operating Activities (22,500) (4,495) (29,478)
Cash Flows From Investing Activities:
Net Cash Provided by
Investing Activities - - -
Cash Flows From Financing Activities:
Proceeds From Contributed Capital - 495 2,978
Proceeds From Shareholder Loans 1,500 - 1,500
Payments on Shareholder Loans (1,500) - (1,500)
Proceeds From Capital Stock Issued 25,000 - 29,000
Net Cash Provided by
Financing Activities 25,000 495 31,978
Net (Decrease) Increase in
Cash and Cash Equivalents - (4,000) -
Cash and Cash Equivalents
at Beginning of Period 2,500 4,000 2,500
Cash and Cash Equivalents
at End of Period $ 2,500 $ - $ 2,500
Supplemental Disclosure of Cash
Flow Information:
Cash Paid During the Year For:
Interest $ - $ - $ -
Franchise and Income Taxes - 495 495
Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
None
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 1997
(Unaudited)
1. Interim Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they 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
considered necessary for a fair presentation have been included. Operating
results for the three and nine months period ended June 30, 1997, are not
necessarily indicative of the results that may be expected for the year ended
September 30, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on
Form 10-KSB for the year ended September 30, 1996.
2. Reverse Stock Split
On February 20, 1996 the Board of Directors approved a 150 to 1 reverse
stock split on all common stock issued and outstanding at that date. The
accompanying financial statements have been retroactively restated to reflect
the reverse split as if it had occurred on the earliest date presented.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in
the Company's annual report on Form 10-KSB for the year ended September 30,
1996.
Results of Operations - From March 31, 1987 to September 27, 1995 the
Company was an inactive corporation. Since September 28, 1995 the Company is
in the development stage, and has not commenced planned principal operations.
Liquidity and Capital Resources - The Company intends to seek an
acquisition of a larger and potentially more profitable business. The Company
intends to focus on opportunities to acquire new products or technologies in
development as well as those currently being operated, including a complete
operating business that has demonstrated long-term growth potential, strong
marketing presence, and the basis for continuing profitability. The Company
has not identified any specific target or possible acquisition. As the
Company pursues its acquisition program, it will incur costs for ongoing
general and administrative expenses as well as for identifying, investigating,
and negotiating a possible acquisition.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, or other sources. There can be
no assurance that any such required additional funding will be available or,
if available, that it can be obtained on terms favorable to the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
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
The Company did not file a report on Form 8-K during the three months
ended June 30, 1997.
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.
D-VINE, LTD.
(Registrant)
DATE: August 25, 1997 By: /s/
Edward Tobin
President & Director
(Principal Executive, Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF D-VINE, LTD. AS OF JUNE 30, 1997 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASHFLOWS FOR THE THREE AND NINE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21
<CURRENT-LIABILITIES> 2
<BONDS> 0
0
0
<COMMON> 226
<OTHER-SE> (208)
<TOTAL-LIABILITY-AND-EQUITY> 21
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
