-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3aJIRjfGvXgiakLX4ZB9t+mF0r1jKO5HrYBKM97UtXHf8vV7SvBkHnffp5Trit/ xn2zqrhypHiAu2/2wDfQuA== 0001005444-97-000112.txt : 19970611 0001005444-97-000112.hdr.sgml : 19970611 ACCESSION NUMBER: 0001005444-97-000112 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAVENWOOD VENTURES INC CENTRAL INDEX KEY: 0000833845 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 112908692 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-22097-NY FILM NUMBER: 97621583 BUSINESS ADDRESS: STREET 1: P O BOX 1451 CITY: SEDONA STATE: AZ ZIP: 86339 BUSINESS PHONE: 5202821275 MAIL ADDRESS: STREET 1: P O BOX 1451 CITY: SEDONA STATE: AZ ZIP: 86339 10QSB 1 QUARTERLY REPORT UNITED STATES 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 March 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ Commission file number 33-22097-NY Havenwood Ventures, Inc. (Exact name of registrant as specified in its charter) Delaware 11-2908692 --------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) PO Box 1451, Sedona, AZ 86339 (Address of principal executive offices) (520) 282-1275 (Registrant's telephone number, including area code) --------------------------------------------------------------------- (Former name, former address and former fiscal year if changed since last year) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 __X_ No ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___ No ____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 258,365,000 common shares outstanding as of May 12, 1997. The document is comprised of 8 pages. Havenwood Ventures, Inc. (a Development Stage Enterprise) Index Part I Item 1. Financial Information Page Condensed balance sheet as of March 31, 1997 ............................... 2 Condensed statements of operations, three and nine months ended March 31, 1997 and 1996 and April 28, 1988 through March 31, 1997 ....................... 3 Condensed statements of cash flows, nine months ended March 31, 1997 and 1996 and April 28, 1988 through March 31, 1997 ....................... 4 Notes to condensed financial statements ................................... 5 Item 2. Management's discussion and analysis or plan of operation ............................ 7 Part II Other information .............................. 8 Item 1. Legal Proceedings Item 2. Changes In Securities Item 3. Defaults Upon Senior Securities Item 4. Submission Of Matters To A Vote Of Security Holders Item 5. Other Information Item 6. Exhibits and Reports On Form 8-K Signatures ..................................... 9 -1- Part I. Item 1. Financial information Havenwood Ventures, Inc. (a Development Stage Enterprise) Condensed Balance Sheet ASSETS March 31, 1997 -------- ASSETS Cash................................................. $ 1,358 =========== LIABILITIES AND SHAREHOLDERS' DEFICIT LIABILITIES Accounts payable .................................... 138 ------------ TOTAL LIABILITIES 138 ------------ SHAREHOLDERS' DEFICIT Common stock ........................................ 2,584 Other shareholders' deficit ......................... (1,364) ------------ TOTAL SHAREHOLDERS' DEFICIT 1,220 ------------ $ 1,358 =========== See accompany notes to financial statements. -2- Havenwood Ventures, Inc. (a Development Stage Enterprise) Condensed Statements of Operations April 28, 1988 (Inception) Three Months Ended Nine Months Ended Through March 31, March 31, March 31, 1997 1996 1997 1996 1997 ---- ---- ---- ---- ---- Selling, general and administrative expenses .... $ 3,784 $ 1,326 $ 4,361 $ 8,155 $ 150,214 Loss on development of Theme Park ............... - - - - 612,705 --------- --------- ---------- ---------- -------- OPERATING LOSS (3,784) (1,326) (4,361) (8,155) (762,919) Non operating income Gain on disposal of Theme Park ................ - - - - 124,841 Other......................................... 2,168 - 2,168 - 45,249 --------- ---------- ---------- ---------- -------- NET LOSS $ (1,616) $ (1,326) $ (2,193) $ (8,155) $ (592,829) ========== ========== =========== ========== ========== Weighted average shares outstanding ............. 258,365,000 258,365,000 258,365,000 258,365,000 234,753,482 ============ =========== =========== =========== =========== Net (loss) per share ............................ $ * $ * $ * $ * $ * ============ =========== =========== =========== =========== * Less than $.01
See accompanying notes to financial statements. -3- Havenwood Ventures, Inc. (A Development Stage Enterprise) Condensed Statements of Cash Flows April 28, 1988 (Inception) Nine months ended through March 31, March 31, --------- --------- 1997 1996 1997 ---- ---- ---- OPERATING ACTIVITIES Net cash provided by (used in) operating activities ........................$ (6,668) $ (6,544) $ 469,993) -------- -------- ---------- INVESTING ACTIVITIES Acquisition of land, property and equipment ................................ - - (845,140) Organization costs incurred ................................................ - - (5,671) -------- -------- ---------- Net cash provided by investing activities ................................ - - (850,811) -------- -------- ---------- FINANCING ACTIVITIES Net proceeds from issuance of common stock ................................. - - 527,095 Purchase of treasury stock; subsequently cancelled ......................... - - (51) Offering costs incurred .................................................... - - (61,189) Debt issued to stockholder ................................................. - - 453,500 Long term debt issuance .................................................... - - 400,000 Loan to shareholder, net of repayment ...................................... - - - Principal payments on long-term debt ....................................... - - (2,786) Capital contribution by president .......................................... 5,500 - 5,593 -------- -------- ---------- Net cash provided by (used in) financing activities ...................... 5,500 - 1,322,162 -------- -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... (1,168) (6,544) 1,358 Cash and cash equivalents at beginning of period ............................. 2,526 9,150 - -------- -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................... $ 1,358 $ 2,606 $ 1,358 ======= ======== =========== SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest ................................................................. $ - $ - $ 77,274 Income taxes ............................................................. $ - $ - $ - NONCASH INVESTING AND FINANCING TRANSACTIONS: Exchange of property and equipment (Theme Park) for debt assumption and forgiveness with related party ....................................... $ - $ - $ 832,191 Assumption of long-term debt by related party .............................. $ - $ - $ (397,214) Forgiveness of long-term debt by related party ............................. $ - $ - $ (453,500) Increase in additional paid-in capital (surrender of shares) ............... $ - $ - $ (140) Common stock issued for services ........................................... $ - $ - $ 63,137 Common stock issued for shareholder debt ................................... $ - $ - $ 58,464 Common stock issued for interest ........................................... $ - $ - $ 1,093
See accompanying notes to financial statements. -4- Havenwood Ventures, Inc. (a Development Stage Enterprise) Notes to Condensed Financial Statements March 31, 1997 Note A: Basis of presentation The financial statements presented herein include the accounts of Havenwood Ventures, Inc. and its wholly-owned subsidiary, SST Productions, Inc. Intercompany balances and transactions have been eliminated in consolidation. The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its annual 10-KSB report dated June 30, 1996 and should be read in conjunction with the notes thereto. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. Interim financial data presented herein are unaudited. Note B: Related party transactions The Company utilizes office space on a rent-free basis from its President. The Company anticipates the continuation of this arrangement until the Company's operations have commenced. On March 17, 1997, an officer of the Company provided $5,500 to the Company for working capital. The $5,500 is included in the accompanying financial statements as additional paid-in capital. Note C: Reclassifications Certain reclassifications have been made to the March 31, 1996 financial statements to conform with the classifications used in the current year. -5- Havenwood Ventures, Inc. (a Development Stage Enterprise) Notes to Condensed Financial Statements, Concluded March 31, 1997 Note D: Proposed merger The Company entered into a letter of intent, dated February 18, 1997, with US Liquids, Inc., a privately held Delaware corporation. Under the terms of the letter of intent the Company will acquire, in a reverse merger, US Liquids, Inc., subject to certain terms and conditions. Prior to closing of the merger, the Company must enact a 1 for 5,000 reverse split of its common stock. At closing, each share of US Liquids, Inc.'s common stock will be converted to one-half share of the Company's common stock on a post-split basis. Completion of the merger is subject to the approval of the Company's common stock for listing on the American Stock Exchange, NASDAQ National Market System, or the NASDAQ Small Cap Market. Upon completion of the transaction, approximately 99 percent of the shares of the Company's common stock will be held by the shareholders of US Liquids, Inc. The transaction will be accounted for as a recapitalization of US Liquids, Inc., with US Liquids, Inc. the surviving company. Costs of the proposed merger will be borne by US Liquids, Inc. In the letter of intent, the Company authorized US Liquids, Inc. to negotiate, on behalf of the Company, the terms and conditions upon which the Company will acquire all of the capital stock or assets of certain other operating companies or any other entity which US Liquids, Inc. deems appropriate for acquisition. Subsequent to the period covered by this Quarterly Report, in April, 1997, negotiations on the merger between the Company and US Liquids, Inc. were terminated. -6- Part I. Item 2. Plan of Operation Havenwood Ventures, Inc. (a Development Stage Enterprise) The plan of the Company's management, for the next 12 months, is for the Company to continue to search for a privately held company with which it could consummate a merger or acquisition. The Company does not anticipate any purchases of equipment nor any changes in the number of employees in the next 12 months. Financial condition During the three months ended March 31, 1997, the Company entered into a letter of intent to acquire a privately held corporation in a reverse merger. Negotiations on the merger were subsequently terminated. No other material changes to the Company's financial condition occurred during the quarter to which this Quarterly Report is filed. Results of operations No operations were conducted during the most recent quarter. Expenses, since year end and in the current quarter, consisted of bank charges, filing fees, legal and accounting fees, transfer agent costs and franchise taxes. -7- Part II. Other Information Havenwood Ventures, Inc. (a Development Stage Enterprise) Item 1. Legal Proceedings not applicable Item 2. Changes In Securities not applicable Item 3. Defaults Upon Senior Securities not applicable Item 4. Submission Of Matters To A Vote Of Security Holders not applicable Item 5. Other Information not applicable Item 6. Exhibits and Reports On Form 8-K a) Exhibits not applicable b) Reports On Form 8-K not applicable -8- SIGNATURES The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the three and nine months ended March 31, 1997 have been included. 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 thereunto duly authorized. Havenwood Ventures, Inc. (Registrant) Date: ------------------ ------------------------------ Mark Leibovit President -9-
EX-27 2 FDS 5 FOR HAVENWOOD VENTURES
5 0000833845 Havenwood Ventures 1 U.S. Dollars 3-MOS MAR-31-1997 JAN-01-1997 MAR-31-1997 1.000 1358 0 0 0 0 1358 0 0 1358 138 0 0 0 2584 (1364) 1358 0 0 0 0 3784 0 0 0 0 0 0 0 0 (3784) 0 0
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