U.S. 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
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-27949
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First India Diversified Holdings, Inc.
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(Exact name of small business issuer as specified in its charter)
New York 06-1551283
(State of other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
First India Diversified Holdings, Inc.
257-10 Union Turnpike
Floral Park, New York 11004
(888) 238-6400
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(Issuer's telephone number)
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 No X
State number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date. As of December 31, 1999, 61,000,000
shares of the registrant's no par value common stock were issued and
outstanding.
Transmittal Small Business Disclosure Format (check one):
Yes X No
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
TABLE OF CONTENTS
Page
REVIEW REPORT OF INDEPENDENT ACCOUNTANT 1
FINANCIAL STATEMENTS
Balance Sheet as of December 31, 1999 2
Statement of Operations for the three months
ended December 31, 1999 and for the period
July 2, 1999 (inception) to December 31, 1999 3
Statement of Stockholders' Equity for the three
months ended December 31, 1999 4
Statement of Cash Flows for the three months
ended December 31, 1999 and for the period
July 2, 1999 (inception) to December 31, 1999 5
Notes to Financial Statements 6
FIRST INDIA DIVERSIFIED HOLDING, INC.
(A Development Stage Company)
REVIEWED FINANCIAL STATEMENTS
(Unaudited)
Three months ended December 31, 1999 and
For The Period July 2, 1999 (Inception) to
December 31, 1999
Aaron Stein
CERTIFIED PUBLIC ACCOUNT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NY 11598
516-569-0520
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 December 31, 1999 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the three months ended December 31, 1999 and for the period from July 2,
1999 (inception) to December 31, 1999. 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, 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.
Aaron Stein
Woodmere, New York
May 28, 2001
1
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 96,768
--------
$ 96,768
========
LIABILITIES AND STOCKHOLDRS' 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 (8,332)
--------
$ 96,768
========
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 July 2, 1999
Ended (Inception) to
December 31, 1999 December 31, 1999
----------------- -----------------
(Unaudited) (Unaudited)
REVENUES $ -- $ --
EXPENSES 8,332 8,332
------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES (8,332) (8,332)
INCOME TAX EXPENSE -- --
------------ ------------
NET INCOME (LOSS) $ (8,332) $ (8,332)
============ ============
LOSS PER SHARE
BASIC nil nil
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 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
JULY 2, 1999 (INCEPTION) TO DECEMBER 31, 1999
(Unaudited)
Common Stock Additional
--------------------------- 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- September 30, 1999 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance-September 30, 1999 61,000,000 6,100 99,000 105,100
Net Loss-December 31, 1999 -- -- -- (8,332) (8,332)
---------- ---------- ---------- ---------- ----------
Balance-December 31, 1999 61,000,000 $ 6,100 $ 99,000 $ (8,332) $ 96,768
========== ========== ========== ========== ==========
See accompanying accountants' review report and notes to financial statements
4
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Three Months July 2, 1999
Ended (Inception) to
December 31, 1999 December 31, 1999
----------------- -----------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (8,332) $ (8,332)
Adjustments to reconcile net loss to cash
used in operating activities: -- --
--------- ---------
Net cash used in operating activities (8,332) (8,332)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 105,100 105,100
--------- ---------
Net increase in cash and cash equivalents 96,768 96,768
CASH AND CASH EQUIVALENTS, Beginning -- --
--------- ---------
CASH AND CASH EQUIVALENTS, Ending $ 96,768 $ 96,768
========= =========
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
DECEMBER 31, 1999
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 61,000,000 shares of Common Stock
with a par value of $0.0001 per share.
Business
First India Diversified Holdings, Inc. has been in the developmental stage
since inception and has no operations to date. The Company is a blank
check company as defined by the Securities and Exchange Commission. The
definition of a blank check company is one which has no specific business
or plan other than to consummate an acquisition of 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 od assets and
liabilities.
Earnings per Common Share - Basic loss per common share is computed using
the weighted average number of common shares outstanding during the year.
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Item II MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
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 December 31, 1999. The Company incurred aggregate expenses of $8,332
from inception to December 31, 1999. These expenses relate to evaluation of
proposed transactions. The Company had minor amounts of dividend income which
slightly reduced its loss from the amount of expenses incurred.
Liquidity and Capital Resources
The Company had total assets of $96,768 on December 31, 1999. 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-OTHER INFORMATION
The statements in this quarterly report on Form 10-QSB that are not historical
constitute "forward-looking statements". Said forward-looking statements involve
risks and uncertainties which may cause the actual results, performance or
achievements of the Company and its subsidiaries to be materially different from
any future results, performance or achievements, expressed or implied by such
forward-looking statements. These forward-looking statements are identified by
their use of such terms and phrases as "expects", "intends", "goals",
"estimates", "projects", "plans", "anticipates", "should", "future", "believes",
and "scheduled".
The variables which may cause differences include, but are not limited to, the
following: general economic and business conditions; competition; success of
operating initiatives; operating costs; advertising and promotional efforts; the
existence or absence of adverse publicity; changes in business strategy or
development plans; the ability to retain management; availability, terms, and
deployment of capital; business abilities and judgment of personnel;
availability of qualified personnel; labor and employment benefit costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with various government regulations. Although the Company believes
that the assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this filing will prove
to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any person that the
objectives and expectations of the Company will be achieved.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit Description of Exhibits
- ------- -----------------------
None
(b) Reports on Form 8-K
None
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.
First India Diversified Holdings, Inc.
Date: May 30, 2001 /s/ David Griffith
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David Griffith, President
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