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 June 30, 2001
----------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT OF 1934
For the transition period from to
----------
Commission File Number 000-27949
----------
First India Diversified Holdings, Inc.
----------
(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
----------
(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 June 30, 2001, 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
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 reviewed financial statements and related
notes appearing under the caption "Financial Statements".
The Company did not have any revenues during the three month or nine month
period ended June 30, 2001 or in the period from inception (July 2, 1999) to
June 30, 2001. The Company incurred aggregate expenses of $105,100 from
inception. 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 no assets on June 30, 2001. 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.
FIRST INDIA DIVERSIFIED HOLDING, INC.
(A Development Stage Company)
REVIEWED FINANCIAL STATEMENTS
(Unaudited)
Nine months ended June 30, 2001 and
For The Period July 2, 1999 (Inception) to
June 30, 2001
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
TABLE OF CONTENTS
Page
REVIEW REPORT OF INDEPENDENT ACCOUNTANT 1
FINANCIAL STATEMENTS
Balance Sheet as of June 30, 2001 2
Statement of Operations for the three months
and nine months ended June 30, 2001 and for the
period July 2, 1999 (inception) to June 30, 2001 3
Statement of Stockholders' equity for the nine months
ended June 30, 2001 and for the period July 2, 1999
(inception) to June 30, 2001 4
Statement of Cash Flows for the nine months ended June 30,
2001 and for the period July 2, 1999 (inception)
to June 30, 2001 5
Notes to Financial Statements 6-7
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 March 31, 2001 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the nine months ended June 30, 2001 and for the period from July 2, 1999
(inception) to June 30, 2001. 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.
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
August 14, 2001
1
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30,2001
(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 Nine Months July 2, 1999
Ended Ended (Inception) to
June 30, 2001 June 30, 2001 June 30, 2001
------------ ----------- ------------
(Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ --
EXPENSES -- -- (105,000)
---------- ---------- ----------
INCOME BEFORE PROVISION FOR
INCOME TAXES -- -- (105,000)
INCOME TAX EXPENSE -- -- --
---------- ---------- ----------
NET INCOME (LOSS) $ -- $ -- $ (105,000)
========== ========== ==========
LOSS PER SHARE
BASIC nil nil nil
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 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
(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-September 30, 2000 -- -- -- (105,100) (105,100)
---------- ------ ------- --------- --------
Balance-September 30, 2000 61,000,000 6,100 99,000 (105,100) --
Net loss-March 31, 2001 -- -- -- -- --
---------- ------ ------- --------- --------
Balance-March 31, 2001 61,000,000 6,100 99,000 (105,100) --
Net Loss-June 30, 2001 -- -- -- -- --
---------- ------ ------- --------- --------
Balance-June 30, 2001 61,000,000 $6,100 $99,000 $(105,100) $ --
========== ====== ======= ========= ========
See accompanying accountants review report and notes to financial statements
4
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Nine Months July 2, 1999
Ended (Inception) to
June 30, 2001 June 30, 2001
------------- --------------
(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
JUNE 30, 2001
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
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 loss per common share is computed
using the weighted average number of common shares outstanding during
the year.
6
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
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 at
September 30, 2000 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
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: August 15, 2001
/s/ David Griffith
------------------------------------------
David Griffith, President