UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, For the Quarter Ended March 31, 2003
[ ] Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, For the Quarter Ended March 31, 2003
Commission File No. 000-27949
First India Diversified Holdings, Inc. | |
----------------------------- | |
(Exact name of Registrant as specified in its charter) | |
| New York | 06-1551283 |
------------------- | ------------------- |
(State of other jurisdiction | (I.R.S. Employer Identification Number) |
of incorporation or organization) | |
400 Grove Street, Glen Rock, New Jersey | |
----------------------------------------- | |
Address of principal executive offices | |
Registrant's telephone number, including area code: (201) 445-7399
Securities registered pursuant to Section 12(b) of the Act: NONE
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS 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 practicable date: February 12, 2003; 61,000,000 shares of common stock
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
Form 10-QSB- Index
For the Quarter Ended March 31, 2003
| PART I | Page | |
Item 1. | Consolidated Financial Statements | F-1 |
Item 2. | Management Discussion and Analysis | 1 |
PART II | ||
Item 1. | Legal Proceedings | 2 |
Item 2. | Change in Securities | 2 |
Item 3. | Defaults Upon Senior Securities | 2 |
Item 4. | Submission of Matters to a Vote of Security | |
Holders Disclosures | 2 | |
Item 5. | Other Information | 2 |
Item 6. | Exhibits and Reports on Form 8-K | 3 |
Signatures | 6 | |
This Form 10-QSB contains forward looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, regarding future events and the future performance of the Company involve risks and uncertainties which may cause our actual results in future periods to be materially different from any future performance suggested herein. We believe that its business strategy that includes focus on future acquisitions is not unique. There can be no assurance that our strategy will be successful. There can be no assurance that sufficient capital can be obtained to market ourselves and increase our market share and our performance and actual results could differ materially from those projected in the forward looking statements contained herein.
ii
PART I
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
Reports are contained starting Page F-1.
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
TABLE OF CONTENTS
Page | ||||||
| REVIEW REPORT OF INDEPENDENT ACCOUNTANT | 1 | |||||
| FINANCIAL STATEMENTS | ||||||
| Balance Sheet as of March 31, 2003 | 2 | |||||
| Statement of Operations for the three months | ||||||
| and six months ended March 31, 2003 and | ||||||
| for the period July 2, 1999 (inception) | ||||||
| to March 31, 2003 | 3 | |||||
| Statement of Stockholders' Equity for the six | ||||||
| months ended March 31, 2003 and for the | ||||||
| period July 2, 1999 (inception ) to | ||||||
| March 31, 2003 | 4 | |||||
| Statement of Cash Flows for the six months | ||||||
| ended March 31, 2003 and for the period | ||||||
| July 2, 1999 (inception) to March 31, 2003 | 5 | |||||
| Notes to Financial Statements | 6-7 | |||||
Aaron Stein
CERTIFIED PUBLIC ACCOUNT
981 ALLEN LANE |
To the Board of Directors and Stockholders'
First India Diversified Holdings, Inc.
I have reviewed the accompanying balance sheet of First India Diversified Holdings, Inc. (a development stage enterprise) as of March 31, 2003 and the related statements of operations, stockholders' equity (deficit) and cash flows for the six months ended March 31, 2003 and for the period from July 2, 1999 (inception) to March 31, 2003. These financial statements are the responsibility of the Company's management.
I conducted my review in accordance with the standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Aaron Stein
Woodmere, New York
May 15, 2003
1
| FIRST INDIA DIVERSIFIED HOLDINGS, INC. | ||||
| (A DEVELOPMENT STAGE COMPANY) | ||||
| BALANCE SHEET | ||||
| MARCH 31, 2003 | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ - | |||
| $ - | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Liabilities | $ - | |||
| Stockholders' Equity | ||||
| Common stock, $0.0001 par value, | ||||
| 100,000,000 shares authorized, | ||||
| 61,000,000 shares issued and outstanding | 6,100 | |||
| Additional paid-in capital | 99,000 | |||
| Deficit accumulated during the development stage | (105,100) | |||
| $ - | ||||
See accompanying accountants' review report and notes to financial statements | ||||
2 | ||||
| FIRST INDIA DIVERSIFIED HOLDINGS, INC. | ||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||
| STATEMENT OF OPERATIONS | ||||||
Three Months | Six Months | July 2, 1999 | ||||
Ended | Ended | (Inception) to | ||||
March 31, 2003 | March 31, 2003 | March 31, 2003 | ||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||
| REVENUES | $ - | $ - | $ - | |||
| EXPENSES | - | - | (105,100) | |||
| INCOME BEFORE PROVISION FOR | ||||||
| INCOME TAXES | - | - | (105,100) | |||
| INCOME TAX EXPENSE | - | - | - | |||
| NET INCOME (LOSS) | $ - | $ - | $ (105,100) | |||
| EARNINGS PER SHARE | ||||||
| Basic and diluted | $ - | $ - | $ (0.0017) | |||
| WEIGHTED AVERAGE NUMBER OF | ||||||
| COMMON SHARES OUTSTANDING | ||||||
| Basic and diluted | 61,000,000 | 61,000,000 | 61,000,000 | |||
See accompanying accountants' review report and notes to financial statements | ||||||
3 | ||||||
| FIRST INDIA DIVERSIFIED HOLDINGS, INC. | ||||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||||
| STATEMENT OF STOCKHOLDERS EQUITY | ||||||||||
Additional | ||||||||||
Common Stock | Paid-In | Accumulated | ||||||||
Shares | Amount | Capital | Deficit | Total | ||||||
| Subscription to common stock | ||||||||||
| at par value | 51,000,000 | $ 5,100 | $ - | $ - | $ 5,100 | |||||
| Subscription to common stock | ||||||||||
| at $.01 per share | 10,000,000 | 1,000 | 99,000 | - | 100,000 | |||||
| Net Income- Year Ended | ||||||||||
| September 30, 1999 | - | - | - | - | - | |||||
| Balance-September 30, 1999 | 61,000,000 | 6,100 | 99,000 | 105,100 | ||||||
| Net Loss-Year Ended | ||||||||||
| September 30, 2000 | - | - | - | (105,100) | (105,100) | |||||
| Balance-September 30, 2000 | 61,000,000 | 6,100 | 99,000 | (105100) | - | |||||
| Net Loss- Year Ended | ||||||||||
| September 30, 2001 | - | - | - | - | - | |||||
| Balance-September 30, 2001 | 61,000,000 | 6,100 | 99,000 | (105,100) | - | |||||
| Net Loss-Year Ended | ||||||||||
| September 30, 2002 | - | - | - | - | - | |||||
| Balance-September 30, 2002 | 61,000,000 | 6,100 | 99,000 | (105,100) | - | |||||
| Net Loss-December 31, 2002 | - | - | - | - | - | |||||
| Balance-December 31, 2002 | 61,000,000 | 6,100 | 99,000 | (105,100) | - | |||||
| Net Loss-March 31, 2003 | - | - | - | - | - | |||||
| Balance-March 31, 2002 | 61,000,000 | $ 6,100 | $ 99,000 | $ (105,100) | - | |||||
See accompanying accountants' notes to financial statements | ||||||||||
4 | ||||||||||
| FIRST INDIA DIVERSIFIED HOLDINGS, INC. | ||||
| (A DEVELOPMENT STAGE COMPANY) | ||||
| STATEMENT OF CASH FLOWS | ||||
Six Months | July 2, 1999 | |||
Ended | (Inception) to | |||
March 31, 2003 | March 31, 2003 | |||
(Unaudited) | (Unaudited) | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net loss | $ - | $ (105,100) | ||
| Adjustments to reconcile net loss to cash | ||||
| used in operating activities: | - | - | ||
| Net cash used in operating activities | - | (105,100) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Issuance of common stock | - | 105,100 | ||
| Net increase in cash and cash equivalents | - | - | ||
| CASH AND CASH EQUIVALENTS, Beginning | - | - | ||
| CASH AND CASH EQUIVALENTS, Ending | $ - | $ - | ||
| Supplemental disclosure of cash flow information | ||||
| Interest paid | $ - | $ - | ||
| Income taxes paid | $ - | $ - | ||
See accompanying accountants' review report and notes to financial statements | ||||
5 | ||||
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
Note 1: Organization, Business and Significant Accounting Policies
Organization
First India Diversified Holdings, Inc. (the "Company") was incorporated on July 2, 1999 under the laws of the State of New York to engage in any lawful corporate activity, including, but not limited to, selected mergers and acquisitions. The Company has sold 10,000,000 shares of Common Stock in a "private placement" pursuant to Rule 504 of the Securities Act of 1933. The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share.
Business
The Company has not been successful in implementing its business plan to take advantage of opportunities in supplying both retail and wholesale imported food products to the food service industry as well as to New York's growing multi-ethnic population. The Company will seek effectuate an acquisition or merge into another business entity.
Significant accounting policies
Use of Estimates in Financial Statements - Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used.
Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, as cash and equivalents in the accompanying balance sheet.
Income Taxes - The provision for income taxes are computed based on the pretax loss included in the Statement of Operations. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
Earnings per Common Share - Basic earnings per share are computed using the weighted average number of shares outstanding during the year. Basic net loss per share and diluted net loss per share are the same since there are no outstanding options, warrants or convertible securities.
6
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
Note 2: Going Concern Consideration
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no operating history nor any revenues or earnings from operations. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, until the consummation of a business combination. The Company's lack of financial resources and liquidity raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has been dependent upon raising equity funding to remain in existence and will continue to be dependent upon such funding until a business combination has been consummated.
7
FIRST INDIA DIVERSIFIED HOLDING, INC.
(A Development Stage Company)
REVIEWED FINANCIAL STATEMENTS
(Unaudited)
Six months ended March 31, 2003 and
For The Period July 2, 1999 (Inception) to
March 31, 2003
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS CONDITION AND RESULTS
OF OPERATIONS:
First India Diversified Holdings, Inc. (the "Company") was incorporated on July 2, 1999 under the laws of the State of New York to engage in any lawful corporate activity, including, but not limited to, selected mergers and acquisitions. The Company has sold 10,000,000 shares of Common Stock in a "private placement" pursuant to Rule 504 of the Securities Act of 1933. It has issued 51,000,000 shares to the control persons of the Company. The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share.
The following discussion of the results of operations and financial condition should be read in conjunction with the audited financial statements and related notes appearing under the caption "Financial Statements".
The Company did not have any revenues during the period from inception (July 2, 1999) to March 31, 2003. The Company incurred aggregate expenses of $105,000 from inception and $-0- in the most recent quarter. These expenses relate to evaluation of proposed transactions.
Liquidity and Capital Resources
The Company had total assets of $-0- on March 31, 2003. The Company believes is has sufficient resources to meet its needs while evaluating business opportunities. The Company will need to raise additional substantial capital in order to effectuate any of the transactions it is evaluating. There is no assurance that these efforts to raise additional capital will be successful nor any assurance that the Company's actual capital needs will not be greater than anticipated, or that the Company will generate revenues to fund its operations in the absence of other sources.
PART II
ITEM 1 - Legal Proceedings
None
2
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 OF FORM 8-K
(a) The following documents are filed as part of this report:
(1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
A list of the Consolidated Financial Statements filed as part of this Report is set forth in Item 8 and appears at Page F‑1 of this Report; which list is incorporated herein by reference. The Financial Statement Schedules and the Report of Independent Auditors as to Schedules follow the Exhibits.
(a)(3) EXHIBITS.
All of the items below are incorporated by reference to the Registrant's General Form 10SB and amendments for Registration of Securities as previously filed.
EXHIBITS AND SEC REFERENCE NUMBERS
| Number | Title of Document |
| ‑‑‑‑‑‑ | ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑ |
| 2(a) | Certificate of Incorporation (2) |
| 2(b) | Agreement and Plan of Merger (2) |
| 2(c) | By-Laws (2) |
| 99.1 | Certification of the Chief Executive Officer of First India Diversified Holdings, Inc., pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1) |
| (1) | Filed Herewith. |
| (2) | Filed as exhibits to Form 10-SB, dated, March 28, 2000 |
| (b) | Reports on Form 8‑K |
| None |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: | July 9, 2003 | By: /s/ Simon Thurlow |
| ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑ | ||
| Simon Thurlow, | ||
| President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| DATE | SIGNATURE / TITLE | |
| Date: | July 9, 2003 | By: /s/ Simon Thurlow |
| ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑ | ||
| Simon Thurlow, | ||
| Chairman of the Board of Directors | ||
| Date: | July 9, 2003 | By: /s/ Roger Fidler |
| ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑ | ||
| Roger Fidler | ||
| Director |
4
