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Direct Investment Holdings Group, Inc. - Quarter Report: 2007 March (Form 10-Q)

FORM 10-Q
Table of Contents

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED MARCH 31, 2007

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 000-11777

FIRST EQUITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   95-6799846

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1800 Valley View Lane, Suite 300

Dallas, Texas 75234

(Address of principal executive offices)

(Zip Code)

(469) 522-4200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨.    No  x.

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.

 

Common Stock, $.01 par value   1,057,628
(Class)   (Outstanding at April 30, 2007)

 


 


Table of Contents

FIRST EQUITY PROPERTIES, INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION    PAGE
Item 1.  

FinancialStatements

  
  Balance Sheets at March 31, 2007 (unaudited) and December 31, 2006    3
  Statements of Earnings for the three months ended March 31, 2007 and 2006 (unaudited)    4
  Statement of Stockholders’ Equity for the three months ended March 31, 2007 (unaudited)    5
  Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (unaudited)    6
  Notes to Financial Statements    7
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    8
Item 3.   Quantitative and Qualitative Disclosure about Market Risk    8
Item 4.   Controls and Procedures    8
PART II. OTHER INFORMATION   
Item 6.   Exhibits    9
SIGNATURE PAGES    10

 

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FIRST EQUITY PROPERTIES, INC.

BALANCE SHEETS

 

    

March 31,

2007

   

December 31,

2006

 
     (unaudited)        
Assets   

Cash and cash equivalents

   $ 409     $ 63,672  

Notes and interest receivable

     2,466,904       2,407,540  
                

Total assets

   $ 2,467,313     $ 2,471,212  
                
Liabilities and Stockholders’ Equity     

Accrued liabilities

   $ 2,950     $ —    

Federal income taxes payable

     19,409       37,501  

Accounts payable – affiliate

     1,827,980       1,847,980  
                

Total liabilities

     1,850,339       1,885,481  

Stockholders’ equity

    

Common stock, $0.01 par, 40,000,000 shares authorized, 1,057,628 shares issued

and outstanding

     10,576       10,576  

Additional paid-in capital

     1,376,682       1,376,682  

Retained earnings (deficit)

     (770,284 )     (801,527 )
                

Total stockholder’s equity

     616,974       585,731  
                
   $ 2,467,313     $ 2,471,212  
                

The accompanying notes are an integral part of these Financial Statements.

 

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FIRST EQUITY PROPERTIES, INC.

STATEMENTS OF EARNINGS

(unaudited)

 

    

For the Three Months

Ended March 31,

 
     2007     2006  

Revenue

    

Interest income

   $ 59,363     $ 59,364  

Operating Expenses

    

General and administrative

     735       1,057  

Legal and professional fees

     7,710       11,680  
                

Total operating expenses

     8,445       12,737  
                

Operating income

     50,918       46,627  

Corporate income tax expense

     (19,675 )     (15,750 )

Deferred tax benefit

     —         13,600  
                

NET EARNINGS

   $ 31,243     $ 44,477  
                

Earnings per share

    

Net earnings

   $ .03     $ .04  
                

Weighted average shares outstanding

     1,057,628       1,057,628  
                

The accompanying notes are an integral part of these Financial Statements.

 

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FIRST EQUITY PROPERTIES, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2007

(unaudited)

 

     Common Stock    Paid-in    Retained
Earnings
    Stockholders’
     Stock    Capital    Capital    (Deficit)     Equity

Balance, January 1, 2007

   1,057,628    $ 10,576    $ 1,376,682    $ (801,527 )   $ 585,731

Net income

   —        —        —        31,243       31,243
                                 

Balance, March 31, 2007

   1,057,628    $ 10,576    $ 1,376,682    $ (770,284 )   $ 616,974
                                 

The accompanying notes are an integral part of these Financial Statements.

 

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FIRST EQUITY PROPERTIES, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

 

     For the Three Months
Ended March 31,
 
     2007     2006  

Cash Flows From Operating Activities:

    

Net earnings

   $ 31,243     $ 44,477  

Adjustments to reconcile net income to net cash provided by (used for) operating activities

    

(Increase) decrease in

    

Interest receivable

     (59,364 )     60,684  

Deferred tax asset

     —         (10,200 )

Increase (decrease) in

    

Accounts payable

     2,950       (204 )

Federal income taxes payable

     (18,092 )     12,350  

Accounts payable – affiliate

     (20,000 )     (101,000 )
                

Net cash provided by (used for) operating activities

     (63,263 )     6,107  
                

Net increase (decrease) in cash and cash equivalents

     (63,263 )     6,107  

Cash and cash equivalents, at the beginning of period

     63,672       4,029  
                

Cash and cash equivalents, at the end of period

   $ 409     $ 10,136  
                

The accompanying notes are an integral part of these Financial Statements.

 

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FIRST EQUITY PROPERTIES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A. BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management of First Equity Properties, Inc., all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of First Equity Properties, Inc.’s balance sheet, statement of earnings and statement of cash flows, have been included.

The financial statements for the period ended March 31, 2007 do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. You should read these financial statements in conjunction with the financial statements and footnotes thereto in our annual report on Form 10-K for the year ended December 31, 2006. Hereafter in this document, First Equity Properties, Inc. is referred to as FEPI.

Operating results for the three-month period ended March 31, 2007, are not necessarily indicative of the results that may be expected for the year ended December 31, 2007.

NOTE B. FEDERAL INCOME TAXES

The accompanying unaudited 2007 financial statements contain an accrual for current federal income taxes calculated using an estimated tax rate of 34%. There are no significant differences between the Company’s net income for financial and income tax reporting.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition. The discussion should be read in conjunction with the financial statements and notes thereto.

Liquidity and Capital Resources

As of March 31, 2007 and December 31, 2006, the company had total assets of $2,467,313 and $2,471,212, respectively. Of that amount $409 and $63,672 was held in cash as of March 31, 2007 and December 31, 2006, respectively.

Results of Operations

The Company’s sole source of income is from interest on notes receivables from affiliated entities. The average income received from interest was approximately $59,000 for the three months ended March 31, 2007 and 2006, respectively.

The Company’s revenues are consistent with the prior year. The major operating expenses are related to the professional fees required to maintain the organization. These expenses are relatively consistent and comparable to prior year. The increase in income tax expense is due to the company using all of its net operating loss (NOL) carry forwards in prior years.

Financial Condition and Liquidity

The Company’s significant assets consist of two notes receivables from affiliated parties of $2,466,904 and $2,407,540 as of March 31, 2007 and December 31, 2006, respectively. The increase in the current year amount is due to three months of interest income accrued as of March 31, 2007. The Company is using a tax rate of 34% to estimate the current period’s tax provision. The Company has accrued $19,409 as of March 31, 2007 for the estimated tax liability.

The Company’s payable consists of four affiliated payables totaling $1,827,980 and $1,847,980 as of March 31, 2007 and December 31, 2006, respectively. The Company has paid down $20,000 of this obligation in the current period. The obligations are non-interest bearing and carry no stated maturity dates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

 

(a) As of the end of the period covered by 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 Chief Accounting Officer, and Acting Principal Executive Officer of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Company’s Vice President, Treasurer and Chief Accounting Officer and Acting Principal Executive 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 changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2007, that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

 

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ITEM 6. EXHIBITS

The following exhibits are filed with this report or incorporated by reference as indicated;

 

Exhibit
Number
  

Description

3.1    Articles of Incorporation of Wespac Property Corporation as filed with and endorsed by the Secretary of State of California on December 16, 1996 (incorporation by reference is made to Exhibit 3.1 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.2    Articles of Incorporation of First Equity Properties, Inc. filed with and approved by the Secretary of State of Nevada on December 19, 1996 (incorporation by reference is made to Exhibit 3.2 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.3    Bylaws of First Equity Properties, Inc. as adopted December 20, 1996 (incorporation by reference is made to Exhibit 3.3 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.4    Agreement and Plan of Merger of Wespac Property Corporation and First Equity Properties, Inc. dated December 23, 1996 (incorporation by reference is made to Exhibit 3.4 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.5    Articles of Merger of Wespac Property Corporation into First Equity Properties, Inc. as filed with and approved with the Secretary of State in Nevada December 24, 1996 (incorporation by reference is made to Exhibit 3.5 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.6    Certificate of Designation of Preferences and Relative Participating or Optional of Other Special Rights and Qualifications, Limitations or Restrictions thereof of the Series A 8% Cumulative Preferred Stock (incorporation by reference is made to Exhibit 3.6 to Form 10-KSB of First Equity Properties, Inc. for the fiscal year ended December 31, 1996.)
31.1*    Certification of Acting Principal Executive Officer and Chief Financial and Accounting Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
32.1*    Rule 1350 Certification of Acting Principal Executive Officer and Chief Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350

* Filed herewith.

 

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SIGNATURE PAGE

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.

 

    FIRST EQUITY PROPERTIES, INC.
Date: April 30, 2007     By:   /s/ Steven A. Abney
      Steven A. Abney
      Vice President, Treasurer, Chief Financial and Accounting
      Officer and Acting Principal Executive Officer