<PAGE>
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, 1998
_______________
[ ] 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.)
712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK 10019
---------------------------------------------------------------------------
(Address of principal executive offices)
(212) 582-3400
--------------------------------------
(Issuer's telephone number)
NOT APPLICABLE
---------------------------------------------------------------------------
(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___
---
<PAGE>
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 X
-----
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: DECEMBER 31, 1998 24,607,731
---------------------------------
Transitional Small Business Disclosure Format (check one).
Yes______; No X
----
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
D-VINE, LTD.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
Sept. 30, June 30, 1998
1997 Unaudited
-------- -------------
<S> <C> <C>
ASSETS
Current assets
Cash $ -0- $ -0-
--------- ---------
Current assets -0- -0-
Total assets $ -0- $ -0-
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,125 $ 4,270
Stockholders' equity
Common Stock authorized 50,000,000 shares, $0.01 par value
each. At September 30, 1997 and June 30, 1998, there are
22,607,731 and 22,607,731 shares outstanding respectively. 226,077 226,077
Additional paid in capital 637,744 637,744
Common stock warrants - 1,000,000 warrants outstanding on June 50,000
30, 1998
Deficit accumulated during development stage (865,946) (918,091)
--------- ---------
Total stockholders' equity (2,125) (4,270)
--------- ---------
Total liabilities and stockholders' equity $ -0- $ -0-
========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
D-VINE, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
REORGANIZATION,
FOR THE NINE FOR THE NINE OCTOBER 1, 1995,
MONTHS ENDED MONTHS ENDED TO JUNE 30,
JUNE 30, 1997 JUNE 30, 1998 1998
UNAUDITED UNAUDITED UNAUDITED
--------------- --------------- -----------------
<S> <C> <C> <C>
Revenue $ -0- $ -0- $ -0-
Costs of goods sold -0- -0- -0-
----------- ----------- -----------
Gross profit -0- -0- -0-
Operations:
General and administrative 6,625 52,145 86,248
Depreciation and amortization -0- -0- -0-
----------- ----------- -----------
Total expense 6,625 52,145 86,248
Net loss $ 6,625 $ (52,145) $ (86,248)
=========== =========== ===========
Net loss per share -basic $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
Number of shares outstanding-basic 22,607,731 22,657,731 22,657,731
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
D-VINE, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FOR THE FOR THE REORGANIZATION,
NINE MONTHS NINE MONTHS OCTOBER 1, 1995
ENDED ENDED TO
JUNE 30, JUNE 30, JUNE 30,
1997 1998 1998
------------ ------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss 6,625 $(52,145) $(86,248)
Depreciation -0- -0- -0-
Adjustments used to reconcile net loss to net cash
provided by (used in) operating activities
Prepaid expenses 18,000
Accounts payable 2,152 2,145 4,270
-------- -------- --------
TOTAL CASH FLOWS FROM OPERATIONS (22,500) (50,000) (81,978)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0-
-------- --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES -0- -0-
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder loan
Sale of stock purchase warrants 50,000 50,000
Issuance of shares of common stock 25,000 25,000
Capital contribution 2,978
Sale of preferred stock 4,000
--------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 25,000 50,000 81,978
NET INCREASE IN CASH 2,500 -0- -0-
CASH BALANCE BEGINNING OF PERIOD -0- -0- -0-
-------- -------- --------
CASH BALANCE END OF PERIOD $ 2,500 $ -0- $ -0-
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
D-VINE, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Common Stock DEFICIT ACCUMULATED
PREFERRED PREFERRED COMMON COMMON ADDITIONAL PAID Purchase DURING DEVELOPMENT
Date STOCK STOCK STOCK STOCK IN CAPITAL Warrants STAGE TOTAL
- ---- ----- ----- ----- ----- ---------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09-30-1994 16,666,657 $166,667 $ 665,176 $(831,843) $ -0-
09-28-1995 10 $ 1 3,999 4,000
--- ---- ---------- -------- --------- --------- --------
09-30-1995 10 $ 1 16,666,657 $166,667 $ 669,175 $(831,843) $ 4,000
=== ==== ========== ======== ========= ========= ========
Reverse split 150 to 1 10 $ 1 107,731 1,077 834,765 (831,843) $ 4,000
Capital contribution 2,978 2,977
Conversion of preferred
stock to common (10) (1) 20,000,000 200,000 (199,999) -0-
09-30-1996
Net profit (loss) (6,978) (6,977)
- ----------------- --- ---- ---------- -------- --------- --------- --------
09-30-1996 -0- $-0- 20,107,731 $201,077 $ 637,744 $(838,821) $ -0-
Issuance of shares for
consulting fees 2,500,000 25,000 25,000
Net loss (27,125) (27,125)
--- ---- ---------- -------- --------- --------- --------
09-30-1997 -0- $-0- 22,607,731 $226,077 $ 637,744 (865,946) (2,125)
Unaudited
- ---------
Sale of warrants at $0.05 50,000
Net loss (52,145) (52,145)
--- ---- ---------- -------- --------- ------- --------- --------
06-30-1998 -0- $-0- 22,607,731 $226,077 $ 637,744 $50,000 $(918,091) $ (4,270)
=== ==== ========== ======== ========= ======= ========= ========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
D-VINE, LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1998
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of D-Vine, Ltd. (the
"Company"), reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results of the interim periods presented.
All such adjustments are of a normal recurring nature. The financial statements
should be read in conjunction with the notes to financial statements in
conjunction with the audited consolidated financial statements contained in Form
10-KSB of September 30, 1997 and information contained in Form 8-K.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the nine month period ended June 30, 1997 and 1998 , a shareholder
of the Company paid expenses on its behalf in the amounts of $1,500 and $-0-,
respectively.
NOTE 3 - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("Statement No.
128"). Statement No. 128 applies to entities with publicly held common stock or
potential common stock and is effective for financial statements issued for
periods ending after June 30, 1998. Statement No. 128 replaces APB Opinion 15,
Earnings per Share ("EPS"). Statement No. 128 requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing net
income by the total number of common shares outstanding for the period.
Shares used in calculating basic and diluted net income per share were as
follows:
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Total number common
shares outstanding 22,607,731 22,607,731
Effect of conversion of
common stock purchase warrants
into shares of common stock 1,000,000
------------- -------------
Total shares of common stock
outstanding fully diluted 23,607,731 22,607,731
============= =============
</TABLE>
7
<PAGE>
NOTE 4- INCOME TAXES
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of June 30, 1998, the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the Company's financial position because the deferred tax asset related to the
Company's net operating loss carryforward and was fully offset by a valuation
allowance.
At June 30, 1998, the Company has net operating loss carry forwards for
income tax purposes of $918,091. This carryforward is available to offset future
taxable income, if any, and expires in the year 2010. The Company's utilization
of this carryforward against future taxable income may become subject to an
annual limitation due to a cumulative change in ownership of the Company of more
than 50 percent.
The components of the net deferred tax asset as of June 30, 1998 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Deferred tax asset:
Net operating loss carry forward $ 312,151
Valuation allowance $(312,151)
---------
Net deferred tax asset $ -0-
=========
</TABLE>
The Company recognized no income tax benefit for the loss generated in the
period from reorganization, October 1, 1995, to June 30, 1998. SFAS No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. The
Company's ability to realize benefit of its deferred tax asset will depend on
the generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
NOTE 5 - COMMON STOCK PURCHASE WARRANTS
In August, 1997, the Company sold for an aggregate consideration of $50,000
to Ocean Strategic Holdings Limited, a Guernsey corporation, 1,000,000 Warrants
to purchase 1,000,000 shares of common stock at $0.01 per share. The Warrants
are exercisable beginning August 1, 1998 until 5:00 p.m. (New York time) on
August 1, 2001.
The Warrant agreement contains various terms and conditions, amongst which
include the following as well as other provisions: that the Company will
preserve the Warrant Holders position subsequent to any adjustment to the
Company's capital structure. In addition, in no event may the Warrant Holder be
entitled to exercise any portion of this Warrant such that giving effect to such
exercise, the aggregate number of shares of common stock beneficially owned by
8
<PAGE>
the Holder and its affiliates would exceed 9.9% of the outstanding shares of
common stock following such exercise.
The Company has reserved 1,000,000 shares of common stock pending the
conversion of Warrants.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is considered a development stage company with no assets or
capital and with no operations or income since approximately 1988. The costs and
expenses associated with the preparation and filing of this registration
statement and other operations of the Company have been paid for by shareholders
of the Company. It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. The Company is actively seeking
business opportunities.
The statements contained in this Report on Form 10-QSB that are not
historical facts are forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. Such forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as "believes," "expects,"
"may," "will," "should" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. From time to time, the Company or its
representatives have made or may make forward-looking statements, orally or in
writing. Such forward-looking statements may be included in various filings made
by the Company with the Securities and Exchange Commission (the "SEC"), or press
releases or oral statements made by or with the approval of an authorized
executive officer of the Company. These forward-looking statements, such as
statements regarding anticipated future revenues, capital expenditures, Year
2000 compliance and other statements regarding matters that are not historical
facts, involve predictions. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Potential risks and uncertainties that
could affect the Company's future operating results include, but are not limited
to: (i) economic conditions, including economic conditions related to entry into
any new business venture; (ii) the availability of equipment from the Company's
vendors at current prices and levels; (iii) the intense competition in the
markets for the Company's new products and services; (iv) the Company's ability
to integrate acquired companies and businesses in a cost-effective manner; (v)
the Company's ability to effectively implement its branding strategy; and (vi)
the Company's ability to develop, market, provide, and achieve market acceptance
of new service offerings to new and existing clients.
9
<PAGE>
RESULTS OF OPERATIONS
Results of operations for the nine months ended June 30, 1998 as compared
to the nine months ended June 30, 1997
Revenues were $-0- for the nine months ended June 30, 1998 as compared to
$0 for the nine months ended June 30, 1997. Costs of goods sold for the nine
months ended June 30, 1998, were $0 as compared to $0 for nine months ended June
30, 1997 representing a cost of goods sold percentage of 0% for the nine months
ended June 30, 1998 as compared to 0% for the nine months ended June 30, 1998.
General and administrative costs for the for the nine months ended June 30,
1998 were $52,145, an increase of $45,520 over $6,625 for the nine months ended
June 30, 1997
Liquidity and capital resources as of June 30, 1998
The Company's cash balance was $-0- and working capital was a negative
$4,270 as at June 30, 1998.
The Company's primary short-term needs for capital, which are subject to
change, are for the acquisition of new business opportunities.
Income tax: As of June 30, 1998, the Company has a tax loss carry-forward
of $918,091. The Company's ability to utilize its tax credit carry-forwards in
future years will be subject to an annual limitation pursuant to the "Change in
Ownership Rules" under Section 382 of the Internal Revenue Code of 1986, as
amended. However, any annual limitation is not expected to have a material
adverse effect on the Company's ability to utilize its tax credit carry-
forwards.
The Company currently plans to continue to accept funds from or accrue
expenses incurred officers, directors and other related parties to seek new a
new business opportunity.
The Company expects its capital requirements to increase over the next
several years as it commences new search and development efforts, undertakes new
product development, increases sales and administration infrastructure and
embarks on developing in-house business capabilities and facilities. The
Company's future liquidity and capital funding requirements will depend on
numerous factors, including the extent to which the Company's present management
can fund the continued capital requirements, the timing of regulatory actions
regarding the Company's potential acquisitions, the costs and timing of
expansion of sales, marketing activities, facilities expansion needs, and
competition in any business entered into.
The Company believes that its available cash and cash from management
contributions will be sufficient to satisfy its funding needs. Thereafter, if
cash generated from any newly acquired or developed business operations is
insufficient to satisfy the Company's working capital and capital expenditure
requirements, the Company may be required to sell additional
10
<PAGE>
equity or debt securities or obtain additional credit facilities. There can be
no assurance that such financing, if required, will be available on satisfactory
terms, if at all.
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, 1998.
11
<PAGE>
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: March 15, 1999 By: /s/ Edward J. Tobin
-----------------------------
Edward J. Tobin
President & Director
(Principal Executive, Financial
and Accounting Officer)
12
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF D-VINE, LTD. AS OF JUNE 30, 1998 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE NINE MONTHS ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> JUN-30-1988
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 4,270
<BONDS> 0
0
0
<COMMON> 226,076
<OTHER-SE> (230,347)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (52,145)
<OTHER-EXPENSES> 7
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (52,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,154)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
