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 June 30, 2002
[ ] Transitional Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, For the Quarter Ended June 30, 2002
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 19, 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 June 30, 2002
PART I Page
Item 1. Consolidated Financial Statements F-1
Item 2. Management Discussion and Analysis 1
Item 3. Controls and Procedures 2
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.
Item 2. MANAGEMENT'S DISCUSSION AND ANAYSIS 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, 2000. The Company incurred aggregate expenses of $30,762 from
inception and $22,430 in the most recent quarter. 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 $74,338 on March 31, 2000. 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.
Subsequent Events
The Company had been positioning itself 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 contemplated transactions did not materialize and the Company
has terminated all intention of seeking to enter such businesses. As a result
the control block of shares was retuned to VirtuCon, Inc., successor to Highland
3
Acquisition Corporation, due to the default on the agreement.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely altering them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.
PART II
ITEM 1 - Legal Proceedings
None
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
4
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
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: February 12, 2003 By: /s/ Simon Thurlow
----------------------------
Simon Thurlow,
President
5
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: February 19, 2003 By: /s/ Simon Thurlow
----------------------------
Simon Thurlow,
Chairman of the Board of Directors
Date: February 19, 2003 By: /s/ Roger Fidler
----------------------------
Roger Fidler
Director
6
CERTIFICATIONS
I, Simon Thurlow, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First India
Diversified Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
7
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
February 19, 2003
/s/ Simon Thurlow
- --------------------------------
Simon Thurlow
President
I, Roger Fidler, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First India
Diversified Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
8
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
February 19, 2003
/s/ Roger Fildler
- --------------------------------
Roger Fidler
Secretary
9
EXHIBIT 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Simon Thurlow, the Chief Executive Officer and Chief Financial Officer of
First India Diversified Holdings, Inc. (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to
the best of my knowledge:
(1) the Quarterly Report on Form 10-QSB of the Company for the fiscal quarter
ended June 30, 2002 (the "Report") fully complies with the requirements of
Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: February 12, 2003
/S/ Simon Thurlow
- --------------------------
Simon Thurlow
President
10
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
TABLE OF CONTENTS
Page
REVIEW REPORT OF INDEPENDENT ACCOUNTANT 1
FINANCIAL STATEMENTS
Balance Sheet as of June 30, 2002 2
Statement of Operations for the three months
and nine months ended June 30, 2002 and
for the period July 2, 1999 (inception)
to June 30, 2002 3
Statement of Stockholders' Equity for the nine
months ended June 30, 2002 and for the
period July 2, 1999 (inception ) to
June 30, 2002 4
Statement of Cash Flows for the nine months
ended June 30, 2002 and for the period
July 2, 1999 (inception) to June 30, 2002 5
Notes to Financial Statements 6-7
FIRST INDIA DIVERSIFIED HOLDING, INC.
(A Development Stage Company)
REVIEWED FINANCIAL STATEMENTS
(Unaudited)
Nine months ended June 30, 2002 and
For The Period July 2, 1999 (Inception) to
June 30, 2002
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 June 30, 2002 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the nine months ended June 30, 2002 and for the period from July 2, 1999
(inception) to June 30, 2002. 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
February 10, 2003
F-1
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2002
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ -
--------------
$ -
==============
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 (105,100)
--------------
$ -
==============
See accompanying accountants' review report and notes to financial statements
F-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, 2002 June 30, 2002 June 30, 2002
----------------- ----------------- -----------------
(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
F-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-December 31, 2001 - - - - -
--------------- ------------- ------------- ---------------- ------------
Balance-December 31, 2001 61,000,000 6,100 99,000 (105,100) -
Net Loss-March 31, 2002 - - - - -
--------------- ------------- ------------- ---------------- ------------
Balance-March 31, 2002 61,000,000 6,100 99,000 (105,100) -
Net Loss-June 30, 2002 - - - - -
--------------- ------------- ------------- ---------------- ------------
Balance-June 30, 2002 61,000,000 $ 6,100 $ 99,000 $ (105,100) $ -
=============== ============= ============= ================ ============
See accompanying accountants' notes to financial statements
F-4
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Nine Months July 2, 1999
Ended (Inception) to
June 30, 2002 June 30, 2002
------------------------ -----------------------
(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
F-5
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
-------------
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.
F-6
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
-------------
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.
F-7