SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2004
FIRST DELTAVISION, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-23511 87-0412182
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
695 TOWN CENTER DRIVE, SUITE 260, COSTA MESA, CALIFORNIA 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 434-9191
9005 COBBLE CANYON LANE, SANDY, UTAH 84093
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Acquisition of Mogel Management Group. On January 1, 2004, First
Deltavision acquired 100% of the outstanding common stock of Mogel Management
Group, Inc. from Bruce Mogel, Larry B. Anderson, and James T. Ligon, our current
directors and executive officers, for promissory notes with an aggregate
principal amount of $60,000.00. The notes are due on December 31, 2004 and bear
interest at the rate of six percent. We will conduct our operations through this
wholly-owned subsidiary.
Our Business.
We are a development stage company that seeks to acquire, own, and operate
hospitals and surgical services throughout the United States. We have assembled
a team of professionals with critical experience in hospital and healthcare
system management, operations, finance, legal, human resources, risk management,
medical relations, marketing, and reimbursement. Our objective is to be the
primary provider of quality specialty healthcare services in the markets that we
serve.
We have currently identified in excess of six acute care hospitals and
four healthcare related businesses as potential immediate acquisition targets.
We target hospitals for acquisition that are financially distressed and
underperforming and whose owners are seeking to sell or lease these hospitals.
After acquiring a hospital, we intend to implement a number of strategies
designed to improve financial performance. These strategies include implementing
cost control systems, improving accounts receivable processing, government aid
reimbursement processes, and cash flow management, implementing human resources
and compliance initiatives, and improving labor negotiations and practices.
Our target hospitals will typically provide healthcare services such as
internal medicine, general surgery, cardiology, oncology, obstetrics,
orthopedics, neurosurgery, cancer treatment, spinal surgery, bariatric surgery,
pain management, rehabilitation, subacute care, diagnostic and emergency
services. In addition, these target hospitals may also provide outpatient and
ancillary healthcare services such as outpatient surgery, laboratory, radiology,
respiratory therapy, home healthcare and physical therapy.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
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Item 5. Other Events.
Change in Address of Principal Executive Office. We have moved our
principal executive offices to the following address:
First Deltavision, Inc.
695 Town Center Drive, Suite 260
Costa Mesa, California 92626
(714) 434-9191
Completion of Private Placement. On January 6, 2004, we closed a combined
private offering under Section 4(2) of the Securities Act and Regulation D
thereunder of a total of 1,660,000 shares of our common stock. We received
$415,000 in gross proceeds in the offering. The Shares were sold at $.0.25 per
share, representing a discount of 87.5% from the average of the closing prices
for the ten consecutive trading days up to and including January 1, 2004.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by Item 310(c) of Regulation S-B
in connection with the acquisition of Mogel Management Group described above
will be provided by an amendment to this report filed within 60 days of the date
hereof.
(b) Pro forma financial information.
The pro forma financial information required by Item 310(d) of Regulation
S-B with the acquisition of Mogel Management Group described above will be
provided by an amendment to this report filed within 60 days of the date hereof.
(c) Exhibits.
2.1 Securities Purchase Agreement by and among First Deltavision, Inc.,
Mogel Management Group, Inc., and the stockholders of Management
Group, Inc., dated as of January 1, 2004.
Item 8. Change in Fiscal Year.
We have determined to change our fiscal year from ending on June 30 of
each year to ending on December 31 of each year. We will file a transition
report on Form 10-KSB.
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Item 9. Regulation FD Disclosure.
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST DELTAVISION, INC.
(Registrant)
Date: January 16, 2004 By: /s/ Bruce Mogel
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Bruce Mogel, Chief Executive Officer
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