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: July 31, 1998
[ ] 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 0-21025
FDH, INC.
---------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1455326
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1050 17th Street, Suite 1700, Denver, Colorado
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80265 (Address of principal executive offices)
(303) 292-3883
--------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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___ No X
As of July 31, 1998, 3,000,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes_____ No X
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements have been prepared by FDH, Inc. without audit
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations, and
management believes that the disclosures are adequate to make the information
presented not misleading. These financial statements include all of the
adjustments which, in the opinion of management, are necessary to a fair
presentation of financial position and results of operations. All such
adjustments are of a normal and recurring nature. These financial statements
should be read in conjunction with the audited financial statements at April 30,
1998, included in the Company's Form 10-SB.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Results of Operations
During the period from April 21, 1997 (inception) through July 31, 1998,
the Company has engaged in no significant operations other than organizational
activities, acquisition of capital and preparation for registration of its
securities under the Exchange Act. No revenues were received by the Company
during this period.
For the current fiscal year, the Company anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Exchange Act and expenses associated with locating and evaluating
acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net cash proceeds in the amount
of $1,500 from the sale of stock to its three existing shareholders.
Consequently, the Company's balance sheet for the period of April 21, 1997
(inception) through July 31, 1998, reflects current assets of $502 in the form
of cash, and total assets of $502.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses (if any)
of the business entity which the Company may eventually acquire.
The Company believes that its existing capital will be insufficient to meet
the Company's cash needs for the next 12 months or to complete a business
transaction. The sole executive officer and director of the Company has advised
that he will pay certain costs and expenses of the Company from his personal
funds as interest free loans. There has been no specific agreement upon a dollar
cap of any such loans. Further, the Company's sole executive officer and
director recognizes that the only opportunity to have these loans repaid will be
from a prospective merger or acquisition candidate and has agreed that the
repayment of any loans made on behalf of the Company will not impede, or be made
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<PAGE>
conditional in any manner, to consummation of a proposed transaction. If the
prospective merger or acquisition candidate has insufficient capital with which
to repay any such loans or advances, or does not want to use its capital to
repay any such loans or advances, the Company's sole executive officer and
director may be required to convert such loans or advances into stock. The
Company's sole executive officer and director may under such circumstances agree
to convert any such advances or loans into stock in whole or in part rather than
being repaid by the acquisition candidate. Further, the Company's sole executive
officer and director may desire to convert such advances or loans into stock,
even if the prospective merger or acquisition candidate is willing to repay such
loans or advances, in which case the equity ownership of other shareholders
would be diluted. Once a business combination is completed, the Company's needs
for additional financing are likely to increase substantially.
No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.
Irrespective of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
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<PAGE>
<TABLE>
<CAPTION>
FDH, INC.
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(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
July 31, April 30,
1998 1998
---- ----
CURRENT ASSETS (unaudited) (audited)
<S> <C> <C>
Cash $ 502 $ 2,002
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Total current assets 502 2,002
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Total assets $ 502 $ 2,002
======= =======
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable, $ 650 $ 0
Due to Officer -- 500
------- -------
Total current liabilities 650 500
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Shareholders Equity:
Preferred stock, no par value, 10,000,000 shares authorized, -- --
Common stock, no par value, 20,000,000 shares authorized
3,000,000 shares issued and outstanding
at July 31, 1998 and April 30, 1998 3,000 3,000
Additional paid-in capital -- --
Accumulated deficit during development stage (3,148) (1,498)
------- -------
Total stockholders equity (deficit) (148) (1,502)
------- -------
Total liabilities and shareholders equity $ 502 $ 2,002
======= =======
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</TABLE>
<PAGE>
FDH, INC.
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(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For the Quarter ended July 31, 1998
And for the Period from Inception (February 10, 1992) to July 31, 1998
Three months Period From
ended inception to
July 31, to July 31,
1998 1998
---- ----
(unaudited) (unaudited)
Operating Revenue $ -- $ --
----------- -----------
Costs And Expenses:
Operating expense 1,660 3,160
Total operating expenses 1,660 3,160
----------- -----------
Loss from operations (1,660) (3,160)
Other income (expense):
Interest income 10 12
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Net loss before income taxes (1,650) (3,148)
Provision for income taxes -- --
----------- -----------
Net loss before extraordinary item (1,650) (3,148)
Extraordinary items $ -- $ --
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Net income (loss) per ($ 1,650) ($ 3,148)
=========== ===========
Net income (loss) common share $ -- $ .01
=========== ===========
Weighted average number of shares
outstanding 3,000,000 3,000,000
=========== ===========
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<PAGE>
<TABLE>
<CAPTION>
FDH, INC.
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(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Three months ended July 31, 1998
And for the Period From Inception (April 21, 1997) to July 31, 1998
Three months For the period
ended (Inception) to
July 31, to July 31,
1998 1998
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $(1,650) $(3,148)
Change in assets and liabilities:
Services provided for stock subscriptions 1,500
Increase (decrease) in accounts payable 650 650
Increase (decrease) in payable to officer (500) 0
------- -------
Net cash used by operating activities 1,500 (998)
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Cash flows from investing activities:
Organization costs incurred -- --
------- -------
Cash flows from financing activities:
Proceeds received from issuance of stock -- 1,500
Net cash provided by financing activities -- 1,500
------- -------
Net increase in cash $(1,500) $ 502
======= =======
Cash beginning of period 2,002 --
Cash end of period $ 502 $ 502
======= =======
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FDH, INC.
---------
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
For the Quarter ending July 31,
1998 and for the Period from
inception (April 21, 1997) to
July 31, 1998
(unaudited)
Deficit
Accumulated
During the
$.001 Par Development
Shares Value Stage Total
------ ----- ----- -----
<S> <C> <C> <C> <C>
Issuance of common stock to officers
and directors for cash at $.001 per share, 1,500,000 $ 1,500 $ -- $ 1,500
Issuance of commons tock for cash,
March, 1998 1,250,000 1,250 1,250
Apri, 1998 250,000 250 250
Net loss for the period ended
April 30, 1998 (1,498) (1,498)
--------- --------- --------- ---------
Balance at April 30, 1998 3,000,000 3,000 (1,498) (1,502)
Net loss for the period ended July 31, 1998 -- -- (1,650) (1,650)
--------- --------- --------- ---------
Balance at July 31, 1998 3,000,000 $ 3,000 $ (3,148) $ (148)
========= ========= ========= =========
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</TABLE>
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
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(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's registered
securities have been materially limited or qualified by the issuance or
modification of any other class of the Company's securities.
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
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FDH, INC.
Date: October 20, 1998 /s/ Frederick A. Huttner
-------------------------------------
Frederick A. Huttner, President,
Secretary, Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTER
ENDING JULY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1998
<PERIOD-END> JUL-31-1998
<CASH> 502
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 502
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 502
<CURRENT-LIABILITIES> 650
<BONDS> 0
0
0
<COMMON> 3,000
<OTHER-SE> (3,148)
<TOTAL-LIABILITY-AND-EQUITY> 502
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,660
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,650)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,650)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,650)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
