TYPE: 10QSB
SEQUENCE: 1
DESCRIPTION: MARCH 1999 - 10QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] 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 0-22934
Ovvio Better Life, Inc.
(Exact Name of Small Business Issuer as specified in its
Charter)
Washington 91-1268870
(State or other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification
Number)
83-888 Ave. 51 (Box 1130), Thermal, CA 92274
(Address of principal executive offices) (Zip
Code)
(760) 398-9700
(Issuer's telephone number)
Check whether the Issuer (1) filed all reports required to
be filed by Section 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
Indicate the number of shares outstanding of each of the
issuer's classes of Common Equity, as of the latest practicable date.
Common Stock, no par value 4,894,668
Title of Class Number of Shares Outstanding
at March 31, 1999
No exhibits included.
Ovvio Better Life, Inc.
CONSOLIDATED BALANCE SHEET
Assets
March 31, December 31,
1999 1998
Current assets:
Cash 7,982 $ 8,337
Loan Receivable Related Party 281,800 281,800
Total current assets 289,782 290,137
INVESTMENTS, Net 4,133,960 4,133,960
PROPERTY & EQUIPMENT, less Accum.
Deprec. $7,955 & $7,355 6,942 7 ,542
OTHER ASSETS - -
---------- -----------
TOTAL ASSETS $4,430,684 $4,431,639
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Investment Margin Account (Note5) $ 741,651 $ 750,553
Accounts payable 18,944 18,944
Other accrued liabilities (Note3) 464,000 436,000
----------- -----------
TOTAL LIABILITIES $ 1,224,595 $ 1,205,497
___________ __________
MINORITY INTEREST
2,000 2,000
Shareholders' equity:
Preferred Stock, no par value; 1,000,000
shares authorized, 1,500 shares issued
and outstanding 12/31/98 only (Note 8)
- 1,500
Common Stock, no par value; 50,000,000
shares authorized; 4,894,668 &
3,370,168 shares issued and outstanding
respectively, Note 8 12,254,097 12,252,597
Foreign currency translation (Note 6)
( 127,728) ( 163,360)
Retained (deficit) (8,922,280) (8,866,595)
Total shareholders' equity
3,204,089 3,224,142
Total Liabilities and Equity
$4,430,684 $ 4,431,639
The accompanying notes are an integral part of these financial statements
Ovvio Better Life, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1999 and 1998
Three Months Ended
March 31,
1999 1998
Revenues:
Commissions and consulting fees
$ -- $ -
Income (Note 1) 35,768 22,233
---------- ---------
Total revenues $ 35,768 $ 22,233
General and administrative expense (Note 4)
$ 80,419 $ 97,471
INCOME (LOSS) FROM OPERATIONS
(44,651) (75,238)
Other income (expense):
Interest Income on marketable securities
0 11,028
Interest expense (Note 2 (11,034) (27,347)
Unrealized (loss) marketable securities
0 0
Writedown of Investments
0 0
Foreign currency transaction (loss)
0 0
Total Other (Expense)
(11,034) (16,319)
Gain (loss) from Continuing operations
(55,685) (91,557)
Gain (loss) from Discontinued operations
0 0
Net income (loss)
$ (55,685) $ (91,557)
Per share information:
Basic (loss) per common share:
Continuing operations
$ (0.01) $ (0.02)
-------- ----------
Discontinued operations
$ (0.00) $ (0.02)
Basic Weighted average number of
common stock shares outstanding
4,894,668 3,370,168
========= =========
(Note 8 for period 3/31/99 only)
Diluted (loss) per common share:
Continuing operations
$ (0.01) $ (0.01)
Discontinued operations
$ (0.00) $ (0.00)
Diluted weighted average number of
common stock shares outstanding
4,894,668 3,370,168
(Note 8 for period 3/31/99 only)
The accompanying notes are an integral part of these financial statements
Ovvio Better Life, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Month Periods Ended March 31, 1999 and 1998
Three Months Ended
March 31,
1999 1998
Operating Activities:
Net income (loss)
$ (55,685) $ (91,557)
Transactions not requiring cash:
Depreciation and amortization
600 3,300
Unrealized (gain) loss/marketable securities
-- --
Foreign currency transaction (gain) loss
-- --
Changes in current assets and current liabilities:
Receivable, marketable securities and other
(Note 7 for 3/31/98 only)
current assets (Increases)/Decreases
-- 314,780
Other accrued liabilities and investment margin
(Decreases)/Increases
(Note 7 for 3/31/98 and Note 3 3/31/99)
19,098 (297,741)
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES
(35,987) (71,218)
INVESTING ACTIVITIES
Changes in loan and contract receivable
related party, net
-- --
Sale (purchase) of property and equipment
-- 3,020
-------- ----------
NET CASH (USED) PROVIDED IN
INVESTING ACTIVITIES
-- --
--------- -----------
TRANSLATION (INCREASE) ADJUSTMENT
CHANGES TO CASH (Note 4)
35,632 62,661
INCREASE (DECREASE) IN CASH
( 355) (5,537)
CASH, BEGINNING OF PERIOD
8,337 8,596
CASH, END OF PERIOD $ 7,982 $ 3,059
The accompanying notes are an integral part of these financial statements
Ovvio Better Life, Inc.
CONSOLIDATED FINANCIAL NOTES
PERIOD ENDING THREE MONTHS MARCH 31, 1999
General
The condensed consolidated financial statements of Ovvio Better
Life, Inc., (formerly Imatel Holdings, Inc.) included herein, have been prepared
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Although certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, Ovvio Better Life, Inc., believes that the
disclosures are adequate to make the information presented not misleading. The
condensed financial statements for the three months ended March 31, 1999 should
be read in conjunction with the financial statements and notes thereto included
in this report and Imatel Holding, Inc.'s annual report on Form 10-KSB for
the fiscal year ended December 31, 1998.
The condensed consolidated financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management, are
necessary for a fair presentation. The results for the interim period are not
necessarily indicative of trends or of results to be expected for a full year.
Note 1 - Revenue Income - Current year 1999 Income represents the receipt of
three (3) monthly payments of interest from Guychar, Inc. The first quarter of
1998 Income was attributable to the accruals/payments received on Marketable
Securities and Investments
Note 2 - Other Income/ Expense - Interest expense for both periods is
attributable to the bank service charges (interest and fees) on the investment
margin accounts in Geneva. (See Note 5 on the Investment Margin Liability
Account - SFP Bank stock Purchases)
Note 3 - Other Accrued Liabilities - During the current quarter of 1999, there
was an increase of $28,000 due the regular quarterly accruals of 30,000 for
Officers/Directors salaries/fees and $3,000 for the 1999 year end audit fees,
offset by the $5,000 retainer payment to the Company Auditors for the 1998 year
end audit which was successfully completed on time and on budget.
Note 4 - General and Administrative Expenses - First quarter expenses of $
80,419 are lower than prior year's first quarter levels of $97,471 on lower
expenses at the Thermal Corporate Offices due to downsizing and expense
reductions.
Note 5 - Investment Margin Liability Account - This account represent the stock
margin accounts on the SFP Bank Stock Purchases in Geneva. During the first
quarter of 1999, there was a slight decrease of $8,902 due to favorable foreign
currency conversion rates, (See Note 2 on Other Income/ Expense-Interest Expense
for this Liability Account).
Note 6 - Cumulative Translation Balance Sheet Adjustment Account - This account
reflected a reduction of $35,632 during the first quarter of 1999 due to the
restatement of the prior year end closing conversion rates which utilized an
overall average for all of fiscal 1998. At the start of each fiscal year, the
beginning balance of each foreign currency account must be recalculated at the
new conversion rate for the first quarter. This is primarily a timing adjustment
and has no P&L effect for the start of the new fiscal year. This approach has
been consistently followed for the prior accounting periods.
Note 7 - Cash Flow Statement for the first quarter of 1998 - The $ (297,741)
decrease in the investment Margin Liability Account was due primarily to the
sale of $370,072 (US Dollars) Marketable (Debt) Securities which were sold at
their normal maturity date.
Note 8 - Preferred Stock Shares Issued and Outstanding at the end of the fiscal
year 12/31/1998 were canceled and exchanged for 1,500,000 shares of Common Stock
on 3/20/1999. The Balance Sheet reflects this exchange in the first quarter of
1999; the Income Statement per share calculation for the first quarter of
1999lso includes this exchange. There is no cash effect for the first quarter
1999 for these transactions.
ITEM 2. Management's Discussion and Analysis
The company filed an 8-K that reflects a new direction of marketing in
the home furnishings and housewares industry.
Imatel Holdings, Inc. changed its name to Ovvio Better Life,
Inc., in the first quarter of 1999 to more properly reflect its marketing
efforts in the home furnishings and houseware business. Ovvio Better Life,
Inc. is currently negotiating a lease on a 125,000 square foot retail store in
Italy. Ovvio Better Life, Inc. is finalizing an agreement with the Semeraro
Group to secure a franchise to market its products in Europe and in the US.
Appointment of additional directors
The company has appointed three additional directors:
Giovanni Semeraro
Mr. Semeraro is 50. His business expertise includes thirty years experience
in the furniture industry. Mr. Semeraro was in the manufacturing business
for ten years and has twenty years experience in retail sales, distribution
and exporting. He founded Ovvio S.p.A. in 1992. Mr. Semeraro holds senior
management positions as President and Managing Director of several Semeraro
Companies. On March 25th 1999, Mr. Semeraro was elected to the Board of
Directors of Ovvio Better Life, Inc.
Luigi Zavaglio
Mr. Zavaglio is 33. His business experience has been banking (1985-1991) and
the finance field for various furniture companies (1991-1999). He was named
Managing Director of Ovvio S.p.A. in 1992, and is currently in that position.
Mr. Zavaglio has seved as President of Semeraro Mobili and Ekko companies
from 1996 to present. Mr. Zavaglio has been a member of the International
Association of Financial Executives Institutes (IAFEI) and National
Association of Administration and Financial Managers (ANDAF), since 1996. Mr.
Zavaglio was elected a Director of Ovvio Better Life, Inc. on March 25th, 1999.
Lorenza Semeraro
Ms. Semeraro is 25. She received an accounting degree in 1993 from Einaudi
Institute. Her education includes studies at the University of Brighton
Politechnic (England) and two years at Claremont (Pitzer) College, Los
Angeles, CA and San Diego International University, CA (USA). Ms. Semeraro
majored in english and marketing. Her business experience includes two
years (1994-95) as purchasing manager in Hong Kong for Gruppo Semeraro
Holdings. She has served as a member of the board of directors for Semeraro
Holdings since 1996.In 1997, she assumed public relations responsibility for
Gulliver (London, England) and in addition has duties as product manager for
the Ovvio houseware and textile business areas of Gruppo Semeraro Holdings
(1997 to the present). On March 25th, 1999, Ms. Semeraro was elected a
director of Ovvio Better Life, Inc.
Item 4. Coversion of Preferred Shares
The company converted all of the outstanding Series A Preferred Stock, which
entitled the holders to elect two thirds of the directors of the
Corporation, in consideration for 1,500,000 shares of Common Stock.
Item 5. Employees Stock Option Plan for 16,000,000 shares of common stock
The price range of Ovvio Better Life, Inc.'s common stock over the last three
months, after giving effect to a one for four reverse split, has be $.36 to
$1.87. The ESOP gives the holders the right to purchase 2,000,000 shares @
$4.00; 7,000,000 shares @ $5.00; and 7,000,000 shares @ $6.00. The option to
purchase 2,000,000 shares @ $4.00 are owned as follows: 950,000 shares by
Dempsey K. Mork; 950,000 shares by Riccardo Mortara; and 100,000 shares by
Randall A. Baker. The option to purchase 7,000,000 shares @ $5.00 are owned
as follows: 1,700,000 shares by Giovanni Semeraro; 1,700,000 shares by
Lorenza Semeraro; 200,000 shares by Luigi Zavaglio;
1,700,000 shares by Dempsey K. Mork; and 1,700,000 shares by Riccardo
Mortara. The option to purchase 7,000,000 @$6.00 are owned as follows:
1,700,000 shares by Giovanni Semeraro; 1,700,000 shares by Lorenza Semeraro;
200,000 shares by Luigi Zavaglio; 1,700,000 shares by Dempsey K. Mork; and
1,700,000 shares by Riccardo Mortara.
Item 6. Ovvio Better Life, Inc. has entered into an agreement with
Lighthouse Ltd. to place shares of Ovvio Better Life, Inc. at $2.85 per share
for up to 7,000,000 shares. Riccardo Mortara and Dempsey K. Mork, directors
of Ovvio Better Life, Inc. have a financial interest in Lighthouse Ltd.
Lighthouse Ltd. will earn the difference between the $2.85 paid to Ovvio
Better Life, Inc. and the price paid by Lighthouse Ltd.'s customer.
The shares issued under this agreement will be restricted.
The accompanying selected information is an integral part of
the financial statements.
PART II. OTHER INFORMATION
Reverse Stock Split
The company effected a reverse stock split of one share for every four owned
on March 20, 1999 and effective April 7th 1999.
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.
Date: May 17, 1999 By: /s/
Dempsey K. Mork
(Chief accounting and financial officer
and duly authorized officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000915337
<NAME> OVVIO BETTER LIFE, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,982
<SECURITIES> 4,133,960
<RECEIVABLES> 281,800
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,423,742
<PP&E> 14,897
<DEPRECIATION> (7,955)
<TOTAL-ASSETS> 4,430,684
<CURRENT-LIABILITIES> 1,224,595
<BONDS> 0
0
0
<COMMON> 12,254,097
<OTHER-SE> (9,048,008)
<TOTAL-LIABILITY-AND-EQUITY> 4,430,684
<SALES> 0
<TOTAL-REVENUES> 35,768
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 80,419
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,034
<INCOME-PRETAX> (55,685)
<INCOME-TAX> 0
<INCOME-CONTINUING> (55,685)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (55,685)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
