Direct Investment Holdings Group, Inc. - Quarter Report: 2005 March (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

Commission file number       0-11777

FIRST EQUITY PROPERTIES, INC.

1800 Valley View Lane, Suite 300, Dallas, Texas 75234

214-750-5800

     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 þ. No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes o No þ.

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 þ. No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of March 31, 2005, registrant had 1,057,628 shares of Common Stock issued and outstanding.

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

FORM 10-Q
March 31, 2005

INDEX

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by First Equity Properties, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2005.

NOTE B – DISCONTINUED OPERATIONS

Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), established a single accounting model for the impairment or disposal of long-lived assets including discontinued operations. This statement requires that the operations related to segments that have been sold, or segments that are intended to be sold, be presented as discontinued operations in the statement of operations for all periods presented, and the segments intended to be sold are to be designated as “held for sale” on the balance sheet. In the event of a future asset sale, the company is required to reclassify portions of previously reported operations to discontinued operations within the Statements of Operations. For the three months ended March 31, 2004, income from discontinued operations related to the disposition of subsidiaries providing management services.

In May 2004, the Company sold the subsidiaries of the Company that provided management services for total consideration of $2,072,540. In the quarter ended March 31, 2004, the Company recorded an impairment of $37,931,116, representing the write down of certain assets of those two subsidiaries that provided the management services to the value agreed to between the related party buyer and seller. The primary asset written down was the investment in preferred stock of an affiliate.

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)

NOTE B – DISCONTINUED OPERATIONS - continued

The impairment loss resulted in the generation of a deferred tax asset of approximately $13,300,000 for which a valuation allowance of the entire amount was provided since management cannot be assured of the utilization of the deferred tax asset.

The results of discontinued operations of the subsidiaries consisted of the following for the quarters ended March 31, 2005 and March 31, 2004:

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FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES

Results of Operations

Three months ended March 31, 2005 compared to three months ended March 31, 2004

Revenues from operations increased to $59,365 from prior year of $14,587 due to increased interest income because of the new note receivable that was in place in 2005 that was not there in 2004. Total operating expenses decreased to $5,511 in 2005 from $5,673 in 2004. The decrease in operating expenses was due to a slight reduction in legal and professional fees in 2005.

The discontinued operations in 2004 represent the income from the management contracts of the subsidiaries that were sold in May 2004.

Financial Condition and Liquidity

At March 31, 2005, the Company had total assets of $2,685,063 compared to $2,631,209 at December 31, 2004. Cash and cash equivalents were $2,611. The increase in assets results from the accrual of interest receivable on the notes receivable.

Total liabilities remained the same from December 31, 2004 to March 31, 2005.

Item 4. Controls and Procedures

(a) 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 Vice President, Treasurer and Acting Chief Accounting 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 the evaluation, the Company’s Vice President, Treasurer and Acting Chief Accounting Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting him to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

(b) There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the date the Company carried out this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Part II Other Information

     Item 6. Exhibits

          (a) Exhibits

Exhibit 31.1 — Certification Pursuant to Rules 13a-14 and 15d-14 Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit 32.1 — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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SIGNATURES

     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.

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