UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________ Commission
file number 33-22097-NY
Havenwood Ventures, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2908692
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 1451, Sedona, AZ 86339
(Address of principal executive offices)
(520) 282-1275
(Registrant's telephone number, including area code)
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(Former name, former address and former
fiscal year if changed since last year)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 258,365,000 common shares
outstanding as of May 12, 1997.
The document is comprised of 8 pages.
<PAGE>
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Index
Part I Item 1. Financial Information Page
Condensed balance sheet as of
March 31, 1997 ............................... 2
Condensed statements of operations,
three and nine months ended March 31,
1997 and 1996 and April 28, 1988
through March 31, 1997 ....................... 3
Condensed statements of cash flows,
nine months ended March 31,
1997 and 1996 and April 28, 1988
through March 31, 1997 ....................... 4
Notes to condensed financial
statements ................................... 5
Item 2. Management's discussion and analysis or
plan of operation ............................ 7
Part II Other information .............................. 8
Item 1. Legal Proceedings
Item 2. Changes In Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission Of Matters To A Vote
Of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports On Form 8-K
Signatures ..................................... 9
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<PAGE>
Part I. Item 1. Financial information
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Condensed Balance Sheet
ASSETS
March 31,
1997
--------
ASSETS
Cash................................................. $ 1,358
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable .................................... 138
------------
TOTAL LIABILITIES 138
------------
SHAREHOLDERS' DEFICIT
Common stock ........................................ 2,584
Other shareholders' deficit ......................... (1,364)
------------
TOTAL SHAREHOLDERS' DEFICIT 1,220
------------
$ 1,358
===========
See accompany notes to financial statements.
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<PAGE>
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Condensed Statements of Operations
<TABLE>
<S> <C> <C> <C> <C> <C>
April 28, 1988
(Inception)
Three Months Ended Nine Months Ended Through
March 31, March 31, March 31,
1997 1996 1997 1996 1997
---- ---- ---- ---- ----
Selling, general and administrative expenses .... $ 3,784 $ 1,326 $ 4,361 $ 8,155 $ 150,214
Loss on development of Theme Park ............... - - - - 612,705
--------- --------- ---------- ---------- --------
OPERATING LOSS (3,784) (1,326) (4,361) (8,155) (762,919)
Non operating income
Gain on disposal of Theme Park ................ - - - - 124,841
Other......................................... 2,168 - 2,168 - 45,249
--------- ---------- ---------- ---------- --------
NET LOSS $ (1,616) $ (1,326) $ (2,193) $ (8,155) $ (592,829)
========== ========== =========== ========== ==========
Weighted average shares outstanding ............. 258,365,000 258,365,000 258,365,000 258,365,000 234,753,482
============ =========== =========== =========== ===========
Net (loss) per share ............................ $ * $ * $ * $ * $ *
============ =========== =========== =========== ===========
* Less than $.01
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
Havenwood Ventures, Inc.
(A Development Stage Enterprise)
Condensed Statements of Cash Flows
<TABLE>
<S> <C> <C> <C>
April 28, 1988
(Inception)
Nine months ended through
March 31, March 31,
--------- ---------
1997 1996 1997
---- ---- ----
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities ........................$ (6,668) $ (6,544) $ 469,993)
-------- -------- ----------
INVESTING ACTIVITIES
Acquisition of land, property and equipment ................................ - - (845,140)
Organization costs incurred ................................................ - - (5,671)
-------- -------- ----------
Net cash provided by investing activities ................................ - - (850,811)
-------- -------- ----------
FINANCING ACTIVITIES
Net proceeds from issuance of common stock ................................. - - 527,095
Purchase of treasury stock; subsequently cancelled ......................... - - (51)
Offering costs incurred .................................................... - - (61,189)
Debt issued to stockholder ................................................. - - 453,500
Long term debt issuance .................................................... - - 400,000
Loan to shareholder, net of repayment ...................................... - - -
Principal payments on long-term debt ....................................... - - (2,786)
Capital contribution by president .......................................... 5,500 - 5,593
-------- -------- ----------
Net cash provided by (used in) financing activities ...................... 5,500 - 1,322,162
-------- -------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... (1,168) (6,544) 1,358
Cash and cash equivalents at beginning of period ............................. 2,526 9,150 -
-------- -------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................... $ 1,358 $ 2,606 $ 1,358
======= ======== ===========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ................................................................. $ - $ - $ 77,274
Income taxes ............................................................. $ - $ - $ -
NONCASH INVESTING AND FINANCING TRANSACTIONS:
Exchange of property and equipment (Theme Park) for debt assumption
and forgiveness with related party ....................................... $ - $ - $ 832,191
Assumption of long-term debt by related party .............................. $ - $ - $ (397,214)
Forgiveness of long-term debt by related party ............................. $ - $ - $ (453,500)
Increase in additional paid-in capital (surrender of shares) ............... $ - $ - $ (140)
Common stock issued for services ........................................... $ - $ - $ 63,137
Common stock issued for shareholder debt ................................... $ - $ - $ 58,464
Common stock issued for interest ........................................... $ - $ - $ 1,093
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Notes to Condensed Financial Statements
March 31, 1997
Note A: Basis of presentation
The financial statements presented herein include the accounts of
Havenwood Ventures, Inc. and its wholly-owned subsidiary, SST
Productions, Inc. Intercompany balances and transactions have been
eliminated in consolidation.
The financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its annual
10-KSB report dated June 30, 1996 and should be read in conjunction
with the notes thereto.
In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim periods presented
have been made.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
The Company utilizes office space on a rent-free basis from its
President. The Company anticipates the continuation of this
arrangement until the Company's operations have commenced.
On March 17, 1997, an officer of the Company provided $5,500 to the
Company for working capital. The $5,500 is included in the
accompanying financial statements as additional paid-in capital.
Note C: Reclassifications
Certain reclassifications have been made to the March 31, 1996
financial statements to conform with the classifications used in the
current year.
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<PAGE>
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Notes to Condensed Financial Statements, Concluded
March 31, 1997
Note D: Proposed merger
The Company entered into a letter of intent, dated February 18, 1997,
with US Liquids, Inc., a privately held Delaware corporation. Under
the terms of the letter of intent the Company will acquire, in a
reverse merger, US Liquids, Inc., subject to certain terms and
conditions. Prior to closing of the merger, the Company must enact a 1
for 5,000 reverse split of its common stock. At closing, each share of
US Liquids, Inc.'s common stock will be converted to one-half share of
the Company's common stock on a post-split basis. Completion of the
merger is subject to the approval of the Company's common stock for
listing on the American Stock Exchange, NASDAQ National Market System,
or the NASDAQ Small Cap Market. Upon completion of the transaction,
approximately 99 percent of the shares of the Company's common stock
will be held by the shareholders of US Liquids, Inc. The transaction
will be accounted for as a recapitalization of US Liquids, Inc., with
US Liquids, Inc. the surviving company. Costs of the proposed merger
will be borne by US Liquids, Inc. In the letter of intent, the Company
authorized US Liquids, Inc. to negotiate, on behalf of the Company,
the terms and conditions upon which the Company will acquire all of
the capital stock or assets of certain other operating companies or
any other entity which US Liquids, Inc. deems appropriate for
acquisition.
Subsequent to the period covered by this Quarterly Report, in April,
1997, negotiations on the merger between the Company and US Liquids,
Inc. were terminated.
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<PAGE>
Part I. Item 2. Plan of Operation
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
The plan of the Company's management, for the next 12 months, is for the Company
to continue to search for a privately held company with which it could
consummate a merger or acquisition. The Company does not anticipate any
purchases of equipment nor any changes in the number of employees in the next 12
months.
Financial condition
During the three months ended March 31, 1997, the Company entered into a letter
of intent to acquire a privately held corporation in a reverse merger.
Negotiations on the merger were subsequently terminated. No other material
changes to the Company's financial condition occurred during the quarter to
which this Quarterly Report is filed.
Results of operations
No operations were conducted during the most recent quarter. Expenses, since
year end and in the current quarter, consisted of bank charges, filing fees,
legal and accounting fees, transfer agent costs and franchise taxes.
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<PAGE>
Part II. Other Information
Havenwood Ventures, Inc.
(a Development Stage Enterprise)
Item 1. Legal Proceedings
not applicable
Item 2. Changes In Securities
not applicable
Item 3. Defaults Upon Senior Securities
not applicable
Item 4. Submission Of Matters To A Vote Of Security Holders
not applicable
Item 5. Other Information
not applicable
Item 6. Exhibits and Reports On Form 8-K
a) Exhibits
not applicable
b) Reports On Form 8-K
not applicable
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<PAGE>
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three and nine months ended March 31, 1997
have been included.
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.
Havenwood Ventures, Inc.
(Registrant)
Date:
------------------ ------------------------------
Mark Leibovit
President
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<PAGE>
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<CIK> 0000833845
<NAME> Havenwood Ventures
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 1358
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0
0
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