U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 0-28002
VIS VIVA CORPORATION
--------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0363656
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
50 West Broadway, Fourth Floor
Salt Lake City, Utah 84101-2006
--------------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 359-0833, Ext. 114
N/A
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $0.01 par
value common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent files in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 1996 -
$147,452.
<PAGE>
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
August 28, 1996 - $145,506.25. There are approximately 582,025 shares of
common voting stock of the Company held by non-affiliates. The Company has
valued these shares based on the current bid price of $0.25 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(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:
August 28, 1996
1,270,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
The Company has not engaged in any material business development
activities in the fiscal year ended June 30, 1996. For a discussion of the
business development of the Company from inception to the end of the fiscal
year ended June 30, 1996, see its Registration Statement on Form 10-SB-A2,
filed with the Securities and Exchange Commission on June 21, 1996, which is
incorporated herein by this reference. See Item 13 of this Report.
Business.
- ---------
Other than seeking and investigating potential assets,
properties or businesses to acquire, the Company has had no
business operations since its inception in September, 1980. To
the extent that the Company intends to continue to seek the
acquisition of assets, property or business that may benefit the
Company and its stockholders, the Company is essentially a
"blank check" company. Because the Company conducts no business
and has no employees, management anticipates that any such
acquisition would require the Company to issue shares of its
common stock as the sole consideration for the acquisition. This
may result in substantial dilution of the shares of current
stockholders. The Company's Board of Directors shall make the
final determination whether to complete any such acquisition; the
approval of stockholders will not be sought unless required by
applicable laws, rules and regulations, the Company's Articles of
Incorporation or Bylaws, or contract. Even if stockholder
approval is sought, Jack R. Coombs and John Michael Coombs,
beneficially own approximately 54 percent of the outstanding
shares of common stock of the Company, and could approve any
acquisition, reorganization or merger they deemed acceptable. The
Company makes no assurance that any future enterprise will be
profitable or successful.
The Company is not currently engaging in any substantive
business activity and has no plans to engage in any such activity
in the foreseeable future. In its present form, the Company may
be deemed to be a vehicle to acquire or merge with a business or
company. The Company does not intend to restrict its search to
any particular business or industry, and the areas in which it
will seek out acquisitions, reorganizations or mergers may
include, but will not be limited to, the fields of high
technology, manufacturing, natural resources, service, research
and development, communications, transportation, insurance,
brokerage, finance and all medically related fields, among
others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be
extremely limited, and may be restricted to entities who desire
to avoid what these entities may deem to be the adverse factors
related to an initial public offering ("IPO"). The most prevalent
of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is
willing to publicly offer and sell shares, the lack of or the
inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public
investors in comparison to the stockholders of any such entities,
along with other conditions or requirements imposed by various
federal and state securities laws, rules and regulations. Any of
these types of entities, regardless of their prospects, would
require the Company to issue a substantial number of shares of its
common stock to complete any such acquisition, reorganization or
merger. For acquiring companies with little or no assets, this
usually amounts to between 80 and 95 percent of the outstanding
shares of a company similar to this Company following the
completion of any such transaction; because this Company currently
has substantial assets, management expects that the amount of
common stock to be issued will more than likely be based upon the
relative assets of the Company and any prospective acquisition,
reorganization or merger candidate, but will still be enough to
transfer control of the Company to the former principals of the
acquired entity. Accordingly, investments in any such private
entity, if available, may tend to be much more favorable than any
investment in the Company.
In the event that the Company engages in any transaction
resulting in a change of control of the Company and/or the
acquisition of a business, the Company will be required to file
with the Securities and Exchange Commission a Current Report on
Form 8-K within 15 days of such transaction. A filing on Form 8-K
also requires the filing of audited financial statements of the
business acquired, as well as pro forma financial information
consisting of a pro forma condensed balance sheet, pro forma
statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to
making any decision as to whether to participate in any specific
business endeavor, none of which may be determinative or provide
any assurance of success. These may include, but will not be
limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and
available technical, financial and managerial resources; its
working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and
experience of its management services and the depth of its
management; its potential for further research, development or
exploration; risk factors specifically related to its business
operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products,
services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or
accurately analyze, let alone describe or identify, without
referring to specific objective criteria.
Regardless, the results of operations of any specific entity
may not necessarily be indicative of what may occur in the
future, by reason of changing market strategies, plant or
product expansion, changes in product emphasis, future management
personnel and changes in innumerable other factors. Further, in
the case of a new business venture or one that is in a research
and development mode, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the
abilities of its management or its business objectives. Also, a
firm market for its products or services may yet need to be
established, and with no past track record, the profitability of
any such entity will be unproven and cannot be predicted with any
certainty.
Management will attempt to meet personally with management
and key personnel of the entity sponsoring any business
opportunity afforded to the Company, visit and inspect material
facilities, obtain independent analysis or verification of
information provided and gathered, check references of management
and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints
of management, these activities may be limited.
The Company is unable to predict the time as to when and if
it may actually participate in any specific business endeavor.
The Company anticipates that proposed business ventures will be
made available to it through personal contacts of directors,
executive officers and principal stockholders, professional
advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may
agree to pay a finder's fee or to otherwise compensate the
persons who submit a potential business endeavor in which the
Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly,
may present a conflict of interest for such individuals.
Although the Company has not identified any potential
acquisition target, the possibility exists that the Company may
acquire or merge with a business or company in which the
Company's executive officers, directors, beneficial owners or
their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to
estimate the potential pecuniary benefits to these persons.
Management will undertake to review and investigate any
proposed business venture, and may seek the aid and assistance of
Jack R. Coombs, a financial consultant who is also the beneficial
owner of approximately 48 percent of the Company's outstanding
shares. With regard to the consulting services of Mr. Coombs, no
amount of business experience can guarantee or assure the success
of any venture or entity in which the Company becomes involved.
Further, substantial fees are often paid in connection with
the completion of these types of acquisitions, reorganizations or
mergers, ranging from a small amount to as much as $250,000.
These fees are usually divided among promoters or founders, after
deduction of legal, accounting and other related expenses, and it
is not unusual for a portion of these fees to be paid to members
of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock
owned by them. It is not expected that such fees will be paid to
management of the Company in connection with any such
transaction. However, in the event that such fees are paid, they
may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a
conflict of interest for such individuals.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only
activities to be conducted by the Company are to manage its
current assets and to seek out and investigate the acquisition of
any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or
merger through which securities of the Company will be issued or
exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business
opportunities through every reasonably available fashion,
including personal contacts, professionals, securities broker
dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the
Company may also advertise its availability as a vehicle to
bring a company to the public market through a "reverse"
reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of
"blank check" companies engaged in endeavors similar to those
engaged in by the Company; many of these companies have
substantial current assets and cash reserves. Competitors also
include thousands of other publicly-held companies whose business
operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle
through which a private entity may have access to the public
capital markets. There is no reasonable way to predict the
competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having virtually
no operating history, will likely be at a competitive
disadvantage in competing with entities which have recently
completed IPO's and have operating histories when compared with
the extremely limited operating history of the Company.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- -----------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
On the effectiveness of the Company's Registration Statement
on Form 10-SB, the Company became subject to Regulation 14A
regarding proxy solicitations, which was promulgated by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended (the "1934 Act"). Section 14(a) of the
1934 Act requires all companies with securities registered
pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Securities and Exchange Commission regarding
proxy solicitations outlined in Regulation 14A. Matters submitted
to stockholders of the Company at a special or annual meeting
thereof or pursuant to a written consent shall require the
Company to provide its stockholders with the information outlined
in Schedules 14A or 14C of Regulation 14; preliminary copies of
this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.
Management intends to conduct a full evaluation of the
worthiness of any business proposal presented to it; nonetheless,
it believes this process may provide additional time within which
to evaluate such a proposal, and may eliminate proposals from
entities not willing to undergo the public and agency scrutiny
involved in providing and filing information required under
Regulation 14. Management recognizes that this filing process
may deter other potential business venturers by reason of their
inability to predict the timeliness of their potential
acquisition, reorganization or merger due to the uncertainty
related to the time involved in reviewing Regulation 14A filings
by the Securities and Exchange Commission; however, acquisitions
or reorganizations not requiring stockholder approval may be
completed by management, in its sole discretion, with the
submission by management of an Information Statement pursuant to
Regulation 14C outlining any additional proposals attendant to
any such acquisition or reorganization. Such additional or post-
transaction proposals commonly include changing the name of the
acquiring company or increasing or decreasing the number of
authorized or outstanding shares of the acquiring company's
common stock.
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------
The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No.
34-30968 and effective as of August 13, 1992, substantially
modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of
less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the
parent is also a small business issuer; provided, however, an
entity is not a small business issuer if it has a public float
(the aggregate market value of the issuer's outstanding
securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities
commissions and the North American Securities Administrators
Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have
access to the public capital markets. The present laws, rules and
regulations designed to promote availability to the small
business issuer of these capital markets and similar laws, rules
and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like
the Company, and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture
viewed by the Company as an attractive acquisition,
reorganization or merger candidate, and these factors may further
limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Other than cash and its holdings of corporate bonds, the
Company has virtually no assets, property or business; its principal
executive office address and telephone number are the business
office address and telephone number of its President, John
Michael Coombs, and are currently provided at no cost. Because
the Company has no business, its activities will be limited to
keeping itself in good standing in the State of Nevada and to preparing
and filing the appropriate reports with the Securities and Exchange
Commission. These activities have consumed an insubstantial amount of
management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding.
To the knowledge of management, no federal, state or local
governmental agency is presently contemplating any proceeding
against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than
five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in
any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year covered by this Report.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
The Company's common stock is listed on the OTC Bulletin
Board of the NASD under the symbol "VISV"; however, the market
for shares of the Company's common stock is extremely limited. No
assurance can be given that the present limited market for the
Company's common stock will continue or will be maintained, and
the sale of the Company's common stock pursuant to Rule 144 by
Jack R. Coombs may have a substantial adverse impact on any such
public market. See Item 11 of this Report.
The high and low bid prices for shares of common stock of the
Company for each quarter within the last two fiscal years are as follows:
<TABLE>
<CAPTION>
Bid
<S> <C> <C>
Quarter ending: High Low
- --------------- ---- ---
September 30, 1994 3/8 0.30
December 31, 1994 3/8 3/8
March 31, 1995 3/8 3/8
June 30, 1995 1/2 3/8
September 30, 1995 1/2 3/8
December 31, 1995 1/2 1/4
March 31, 1996 1/4 1/4
June 30, 1996 1/4 1/4
</TABLE>
* No bid information is available for January 8, 1996.
These bid prices were obtained from the National Quotation
Bureau, Inc. ("NQB") and do not necessarily reflect actual
transactions, retail markups, mark downs or commissions.
No assurance can be given that any "established public
market" will develop in the common stock of the Company,
regardless of whether the Company is successful in completing any
acquisition, reorganization or merger deemed by management to be
beneficial for the Company, or if any such market does develop,
that it will continue or be sustained for any period of time.
Holders
- -------
The number of record holders of the Company's common stock as
of the date of this Report is approximately 178.
Dividends
- ---------
The Company has not declared any cash dividends with respect
to its common stock and does not intend to declare dividends in
the foreseeable future. The future dividend policy of the Company
cannot be ascertained with any certainty, and until the Company
completes any acquisition, reorganization or merger, as to which
no assurance may be given, no such policy will be formulated.
There are no material restrictions limiting, or that are likely
to limit, the Company's ability to pay dividends on its common
stock.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or
had any revenues from operations since its inception or during
the last two fiscal years. The Company's plan of operation for
the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and
its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture, which the Company
expects to pay from its cash resources. As of June 30, 1996 it had cash
and cash equivalents of $3,256. Management expects that the Company's
cash requirements may necessitate the sale of a small portion of
its investment in securities, which was valued at $517,007 at June 30, 1996.
Results of Operations.
- ----------------------
Other than maintaining its good corporate standing in the
State of Utah and (following its change of domicile in the fiscal
year ended June 30, 1995) in the State of Nevada and seeking
the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders, the Company has had no
material business operations in the two most recent fiscal years.
The Company's assets consist primarily of holdings of
corporate bonds, which had market values at June 30, 1996, and
1995, of $517,007 and $424,803, respectively. Total assets on
these dates were $542,181 and $447,256, respectively. See Item 7
of this Report.
Net income to the Company increased to $84,627 from $27,300
in the fiscal years ended June 30, 1996, and 1995, respectively,
due primarily to a net gain on the sale of certain investments in
the fiscal year ended June 30, 1996, as compared to a net loss on
the sale of certain investments in the fiscal year ended June 30,
1995. See Item 7 of this Report.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
June 30, 1996 and 1995
Independent Auditors' Report
Balance Sheets - June 30, 1996 and 1995
Income Statements for the years ended
June 30, 1996 and 1995
Statements of Stockholders' Equity for the
years ended June 30, 1996 and 1995
Statements of Cash Flows for the years ended
June 30, 1996 and 1995
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
See Part II, Item 3 of the Company's Registration Statement on Form
10-SB-A2, filed with the Securities and Exchange Commission on June 21, 1996,
which is incorporated herein by this reference. See Item 13 of this Report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current
directors and executive officers of the Company. These persons
will serve until the next annual meeting of the stockholders (to
be held within 180 days after the end of each fiscal year) or
until their successors are elected or appointed and qualified, or
their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
John Michael Coombs President 5/95 *
Director 5/95 *
Terry S. Pantelakis Vice President 5/95 *
Director 5/95 *
Sandra E. Hansen Secretary/
Treasurer 4/94 *
Director 4/94 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
John Michael Coombs. Director and President. Mr. Coombs is
41 years of age. He was graduated from Gonzaga University with a
B.A. degree in English/Philosophy/Drama in 1977, and received a
J.D. degree in 1981 from Loyola Law School in Los Angeles. Mr.
Coombs was admitted to the Utah State Bar in 1982 and has been
engaged in the private practice of law, specializing in business
litigation, since that time. Mr. Coombs has been a member of the
Screen Actor's Guild for nearly 20 years. He has an honorable
discharge from the United States Marine Corps.
Terry S. Pantelakis. Director and Vice President. Mr.
Pantelakis, age 55, has been a principal of AAA Jewelers & Loans,
a Salt Lake City, Utah, jewelry store and pawn shop, since 1963.
Mr. Pantelakis graduated from the Gemological Institute of
America in 1959 and is a certified gemologist.
Sandra E. Hansen, Director and Secretary/Treasurer. Ms.
Hansen is 36 years of age. She graduated from Valencia High
School in Placentia, California in 1977. For the past 19 years,
Ms. Hansen has served in corporate secretarial positions. She was
a public relations secretary for Children's Hospital of Orange
County, California from 1983 to 1987, and was an administrative
assistant for Therapeutic Associates in Van Nuys, California from
1988 to 1991. She was a homemaker from 1991 to January, 1994. Ms.
Hansen has been employed as legal secretary to John Michael
Coombs since that time.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers,
but who are expected to make a significant contribution to the
Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or
executive officers of the Company, either by blood or by
marriage. John Michael Coombs is the son of Jack R. Coombs, who
is the Company's principal stockholder and a former director and
executive officer, and Margaret V. Coombs, who is a former
director and executive officer of the Company.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated below, during the past five years, no
director, person nominated to become a director, executive
officer, promoter or control person of the Company:
(1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that
time;
(2) was convicted in a criminal proceeding or named subject
to a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The following statements were required to be filed with the Securities
and Exchange Commission no later than May 14, 1996, the effective date of the
Company's Registration Statement on Form 10-SB: Form 3 Initial Statements of
Beneficial Ownership of Securities of Jack R. Coombs; John Michael Coombs;
Terry S. Pantelakis; and Sandra E. Hansen. Each of these documents was filed
with the Securities and Exchange Commission on June 27, 1996, and each is
incorporated herein by this reference. The information contained in each
Form 3 was also contained in the Company's Registration Statement on Form
10-SB, which was filed with the Securities and Exchange Commission on March
15, 1996. See Item 13 of this Report.
In addition, a Form 4 Statement of Changes in Beneficial Ownership was
required to be filed by Messrs. John Michael Coombs and Terry S. Pantelakis
and Sandra E. Hansen in connection with the granting of certain options to
each of these persons. Each Form 4 was to have been filed on or before August
10, 1996, and each such Form 4 was filed on or about September 19, 1996. See
Item 10 of this Report.
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation
paid by the Company for services rendered during the periods
indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John Michael
Coombs, 6/30/94 0 0 0 0 0 0 $ 2,582*
President, 6/30/95 0 0 0 0 0 0 $ 4,994*
Director 6/30/96 0 0 0 0 0 0 $10,407*
Terry S.
Pantelakis, 6/30/94 0 0 0 0 0 0 0
Vice Pres., 6/30/95 0 0 0 0 0 0 0
Director 6/30/96 0 0 0 0 0 0 0
Sandra E.
Hansen, 6/30/94 0 0 0 0 0 0 0
Sec./Treas.,6/30/95 0 0 0 0 0 0 0
Director 6/30/96 0 0 0 0 0 0 0
Jack R.
Coombs, 6/30/94 0 0 0 0 0 0 0
Former Pres-6/30/95 0 0 0 0 0 0 0
ident, 6/30/96 0 0 0 0 0 0 0
Director
Margaret V.
Coombs, 6/30/94 0 0 0 0 0 0 0
Former Vice 6/30 95 0 0 0 0 0 0 0
President, 6/30/96 0 0 0 0 0 0 0
Director
</TABLE>
* John Michael Coombs, has acted as the Company's
legal counsel since 1992. Each of these figures
reflects the amount of legal fees that the Company
has paid to Mr. Coombs for the periods indicated.
On May 24, 1995, the Board of Directors of the Company
resolved to grant to two of its then-current directors and
executive officers (John Michael Coombs and Terry S. Pantelakis)
an option to purchase stock of the Company at a fair price or to
otherwise pay cash to such persons in the event of a merger or
other reorganization transaction as consideration for services to
be rendered to the Company.
No other cash compensation, deferred compensation or
long-term incentive plan awards were issued or granted to the
Company's management during the fiscal years ending June 30,
1996, 1995, or 1994, or the period ending on the date of this
Report. However, on July 8, 1996, which is subsequent to the
period covered by this Report, the Board of Directors of the
Company unanimously resolved to grant options to the following
directors and executive officers to purchase "unregistered"
and "restricted" shares of the Company's common stock at a
price of $0.25 per share: John Michael Coombs (50,000 shares);
Terry S. Pantelakis (50,000 shares); and Sandra E. Hansen (5,000
shares). These options, which are exercisable at any time in the
future, were granted in consideration of services rendered by each
of these persons during the fiscal year ended June 30, 1996. Each
director abstained from voting on the granting of the option to
himself or herself. As of the date of this Report, none of these
options has been exercised.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the
Company's directors are compensated for any services provided as
director. No additional amounts are payable to the Company's
directors for committee participation or special assignments.
There are no arrangements pursuant to which any of the
Company's directors was compensated during the Company's last
completed fiscal year for any service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company,
with respect to any director or executive officer of the Company
which would in any way result in payments to any such person
because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any
change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those
persons who own more than five percent of the Company's common
stock as of the date of this Report, with the computations being
based upon 1,375,000 shares of common stock being outstanding.
This figure takes into account the 1,270,000 presently outstanding
shares of common stock and the 105,000 shares subject to existing
options held by John Michael Coombs, Terry S. Pantelakis and Sandra
E. Hansen (see Item 10 of this Report):
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Jack R. Coombs 609,975 (1) 44.4%
2581 East 1300 South
Salt Lake City, Utah
84108
John Michael Coombs 128,000 (2)(3) 9.3%
2435 South Scenic Drive
Salt Lake City, Utah
84109 ------- ----
737,975 53.7%
</TABLE>
(1) Of this amount, 70,000 shares are held in the name
of Margaret V. Coombs, Mr. Coombs' wife, and 15,000
shares are held in the name of the Rebecca Ann
Coleman Trust, of which Margaret V. Coombs is the
trustee.
(2) Of this amount, a total of 9,000 shares are held
in the name of John Michael Coombs for his three
minor children pursuant to the Uniform Gifts to
Minors Act.
(3) Includes an option to acquire 50,000 shares of
"unregistered" and "restricted" common stock of
the Company at a price of $0.25 per share, which
was granted to Mr. Coombs on July 8, 1996.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the
Company's directors and executive officers as of the date of
this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class
- ---------------- ------------------------- --------
<S> <C> <C>
John Michael Coombs (1) 128,000(2) 9.3%
2435 South Scenic Drive
Salt Lake City, Utah
84109
Terry S. Pantelakis (1) 50,000 3.6%
350 South State Street
Salt Lake City, Utah
84111
Sandra E. Hansen (1) 5,000 0.4%
50 West Broadway, Fourth Floor
Salt Lake City, Utah
84101 ----- -----
All directors and executive
officers as a group 183,000 13.3%
as a group (3 persons)
</TABLE>
(1) On July 8, 1996, the Company's Board of Directors
resolved to grant to each director and executive
officer an option to purchase stock of the Company in
consideration of services rendered to the Company, in
the following amounts: John Michael Coombs (50,000
shares); Terry S. Pantelakis (50,000 shares); and
Sandra E. Hansen (5,000 shares). As of the date of
this Report, no such option has been exercised. See
Item 10 of this Report.
(2) Of this amount, a total of 9,000 shares are held in
the name of John Michael Coombs for his three minor
children pursuant to the Uniform Gifts to Minors
Act.
See Item 9 of this Report for information concerning the
offices or other capacities in which the foregoing persons serve
with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the
Company's securities which may result in a change in control of
the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of
similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive
officer, or any security holder who is known to the Company
to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of
any of the foregoing persons, had a material interest. However,
see Item 1 of this Report.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of
similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive
officer, or any security holder who is known to the Company
to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of
any of the foregoing persons, had a material interest. However,
see Item 1 of this Report.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of
similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive
officer, or any security holder who is known to the Company to
own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of
any of the foregoing persons, had a material interest. However,
see Item 1 of this Report.
Parents of the Issuer.
- ----------------------
The Company has no parents.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of
similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder,
or any member of the immediate family of any of the foregoing
persons, had a material interest. However, see Item 1 of this
Report.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
None.
Exhibits*
(i)
Where Incorporated
in this Report
--------------
Registration Statement on Form 10-SB, Part III
filed March 15, 1996**
Registration Statement on Form 10-SB-A2, Part I
filed June 21, 1996**
Form 3 Initial Statements of Beneficial Part III
Ownership of Securities of Jack R. Coombs;
John Michael Coombs; Terry S. Pantelakis;
and Sandra E. Hansen, filed June 27, 1996**
(ii)
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
VIS VIVA CORPORATION
Date: 9/4/96 By /s/ John Michael Coombs
---------- --------------------------------------
John Michael Coombs
Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
VIS VIVA CORPORATION
Date: 9/4/96 By /s/ John Michael Coombs
---------- ------------------------------------
John Michael Coombs
Director and President
Date: 9/4/96 By /s/ Terry S. Pantelakis
---------- ------------------------------------
Terry S. Pantelakis
Director and Vice President
Date: 9/4/96 By /s/ Sandra E. Hansen
---------- ------------------------------------
Sandra E. Hansen
Director and Secretary/Treasurer
VIS VIVA CORPORATION
(A Development Stage Corporation)
INDEPENDENT AUDITORS REPORT
AND
FINANCIAL STATEMENTS
June, 30, 1996 and 1995
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
VIS VIVA CORPORATION
TABLE OF CONTENTS
-----------------
Page
----
Independent Auditor s Report 1
Financial Statements
Balance Sheets - June 30, 1996 and 1995 2
Statements of Income for the Years Ended
June 30, 1996 and 1995, and Cumulative for the
Period September 11, 1980 (Date of Inception)
through June 30, 1996 3
Statement of Stockholders Equity - for the
Years Ended June 30, 1995 and 1996 and
September 11, 1980 (Date of Inception)
through June 30, 1994 4
Statement of Cash Flows for the Years
Ended June 30, 1996 and 1995, and Cumulative
for the Period September 11, 1980 through
June 30, 1996 5
Notes to the Financial Statements 6-9
<Letterhead of Hansen, Barnett & Maxwell, A Professional Corporation, Certified
Public Accountants, Member of AICPA Division of Firms, Member SECPS, 345 East
Broadway, Suite 200 Salt Lake City, Utah 84111-2693, (801) 532-2200, Fax (801)
532-7944>
INDEPENDENT AUDITORS REPORT
To the Board of Directors and Shareholders
Vis Viva Corporation
We have audited the accompanying balance sheets of Vis Viva Corporation (a
development stage company) as of June 30, 1996 and 1995, and the related
statements of income, stockholders equity, and cash flows for the years ended
June 30, 1996 and 1995, and cumulative for the period September 11, 1980 (date
of inception) through June 30, 1996. These financial statements are the
responsibility of the Company s management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of Vis Viva Corporation from inception through June 30, 1994, were
audited by other auditors whose report, dated September 26, 1995, expressed an
unqualified opinion on those statements. Our opinion, in so far as it related
to the cumulative amounts for the period from inception through June 30, 1994,
is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provides a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the
1996 and 1995 financial statements referred to above present fairly, in all
material respects, the financial position of Vis Viva Corporation as of June 30,
1996 and 1995, and the results of its operations and its cash flows for the
years ended June 30, 1996 and 1995, and cumulative for the period September 11,
1980 (date of inception) through June 30, 1996, in conformity with generally
accepted accounting principles. Salt Lake City, Utah August 26, 1996
VIS VIVA CORPORATION
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
--------
<S> <C> <C>
1996 1995
---- ----
ASSETS
Current Assets
Cash and cash equivalents $ 3,256 $ 10,738
Investment in securities 517,007 424,803
Accrued interest receivable 15,418 9,865
Prepaid expenses 6,500 -
------- -------
Total Current Assets 542,181 445,406
------- -------
Total Assets $542,181 $445,406
-------- --------
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts payable $ - $ 650
Income tax payable 12,486 399
Deferred tax liability 13,537 10,615
------ -------
Total Current Liabilities 26,023 11,664
------ -------
Stockholder Equity
Common Stock - $0.01 par value;
15,000,000 shares authorized;
1,270,000 shares issued and outstanding 12,700 12,700
Additional paid-in capital 148,129 148,129
Unrealized gain on investment in securities -
net of taxes 21,987 24,198
Earnings accumulated during the development stage 333,342 248,715
------- -------
Total Stockholders Equity 516,158 433,742
------- -------
Total Liabilities and Stockholders
Equity $542,181 $445,406
------- -------
</TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,
For the Years Ended 1980 (Inception)
June 30, Through
<S> <C> <C> <C>
1996 1995 June 30, 1996
---- -------- -------------
Income
Interest income $74,962 $53,026 $399,130
Gain (loss) from sale
of investments 72,490 (4,744) 148,663
Miscellaneous income - 362 9,886
------ ------ -------
Total Income 147,452 48,644 557,679
------- ------- -------
Expenses
Failed acquisition - Note 3 - - 14,000
Bad debt - Note 3 - - 8,839
Travel and entertainment 1,905 423 11,646
Legal fees 18,860 4,999 23,275
Directors fees 1,600 - 15,955
Accounting 6,550 3,650 2,047
Consulting 150 - 2,436
Filing fees and transfer costs 210 227 4,583
Office expenses - 22 3,283
Rent 2,200 - -
Amortization - - 875
Designing costs - - 850
Miscellaneous 200 3,277 6,561
--- ----- -----
Total Expenses 31,675 12,598 123,555
------ ------ -------
Other Expenses
Interest expense 4,804 3,358 14,969
----- ----- ------
Income Before Taxes 110,973 32,688 419,155
Income Taxes 26,346 5,388 85,813
------ ----- ------
Net Income $84,627 $27,300 $333,342
------ ------ -------
Earnings Per Share $ 0.07 $ 0.02 $ 0.26
------- ------ ------
Weighted Average
Shares Outstanding 1,270,000 1,270,000 1,301,578
--------- --------- ---------
</TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Earnings
Unrealized Accumulated
Additional Gain on During the
Common Stock Paid-in Investment Development
Shares Amount Capital In Securities Stage
------ ------ ------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance - September 11, 1980 - $ - $ - $ - $ -
Shares issued to incorporators
for cash, September 11, 1980,
$0.05 per share 420,000 4,200 16,800 - -
Proceeds from public offering,
May 1981, for cash, net of
offering costs of $30,171,
$0.17 per share 1,000,000 10,000 159,829 - -
Redemption and retirement of
stock for cask, $0.20 per
share - Note 5 (150,000) (1,500) (28,500) - -
Net income for the period
September 11, 1980 (date of
inception)through June 30, 1994 - - - - 221,415
------ ------- ------- --------- --------
Balance - June 30, 1994 1,270,000 12,700 148,129 - 221,415
Unrealized gain on investments
in securities - - - 26,198 -
Net income for the year ended
June 30, 1995 27,300
------- ------- ------- --------- -------
Balance - June 30, 1995 1,270,000 12,700 148,129 26,198 248,715
Change of unrealized gain on
investment in securities - - - (4,211) -
Net income for the year ended
June 30, 1996 - - - - 84,627
-------- ------- ------ -------- --------
Balance - June 30, 1996 1,270,000 $12,700 $148,129 $21,987 $333,242
------ ------ ------ ------ -------
</TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,
For the Years Ended 1980 (Inception)
June 30, Through
<S> <C> <C> <C>
1996 1995 June 30, 1996
---- ---- -------------
Cash Flows From Operating
Activities
Net income $ 84,627 $ 27,300 $333,342
Adjustments to reconcile net
income to net cash provided by
operating activities:
Amortization - - 875
(Gain) loss from sale of
investments (72,490) 4,744 (148,664)
Prepaid expenses (6,500) - (6,500)
Deferred tax provision 4,060 (1,850) 2,210
Increase in accrued interest
receivable (5,553) (5,413) (15,418)
Change in accounts payable (650) (8,732) 399
Change in income taxes payable 12,087 - 12,087
------ ------ ------
Net Cash Provided by Operating
Activities 15,581 16,049 178,331
------ ------ -------
Cash Flows From Investing Activities
Organization cost paid - - (875)
Purchase of securities (578,811) (536,907) (2,304,642)
Proceeds from sale of securities 555,748 429,652 1,969,613
------- ------- ---------
Net Cash Used in Investing
Activities (23,063) (107,255) (335,904)
-------- --------- ---------
Cash Flows From Financing Activities
Net proceeds from issuance
of common stock - - 190,829
Acquisition and retirement
of common stock - - (30,000)
----- ------ --------
Net Cash Provided by Financing
Activities
Net Increase (Decrease) In Cash (7,482) (91,206) 3,256
Cash and Cash Equivalents at
Beginning of Period 10,738 101,944 -
------ ------- ------
Cash and Cash Equivalents at
End of Period $ 3,256 $10,738 $ 3,256
------ ------- ------
</TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Vis Viva Corporation (the Company) was incorporated under the laws of the State
of Utah on September 11, 1980. Effective June 30, 1995, the Company changed its
domicile to the State of Nevada. Vis Viva Corporation is a development stage
company. It is primarily engaged in the process of investigating business
opportunities which appear to have profitable potential for the Company.
Effective June 30, 1995,the Company changed its domicile to the State of Nevada.
CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
INVESTMENT IN SECURITIES
During the year ended June 30, 1995, the Company adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities. Under this standard, debt securities are stated at fair
value and are classified as available-for-sale. Unrealized gains or losses are
reported as line item in stockholders equity net of related deferred income
taxes. Gains and losses on disposition are based on the net proceeds less the
cost basis of the security sold, using the specific identification method.
Investments were previously accounted for at cost. The change to the new
standard had on effect on net income.
EARNINGS PER COMMON SHARE
Earnings per common share are based on the weighted average number of shares of
common stock outstanding.
USE OF ESTIMATES
The preparation of financial statements is conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
finanical statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. An
estimate which is subject to change in the near future in investment in
securities and unrealized gain on investment in securities.
NOTE 2- INVESTMENT IN SECURITIES
The investment in securities consist of the following debt securities at
June 30, 1996:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Maturity Face Market
Issue Date Amout Cost Value
- ------ ------ ----- ------ ------
Flagstar Corporation November 2004 $50,000 $33,503 $32,750
Flagstar Corporation November 2004 50,000 34,941 32,750
Great Dane Holdings August 2001 45,000 41,853 42,975
Great Dane Holdings August 2006 40,000 37,453 38,975
Great Dane Holdings August 2006 10,000 9,365 9,744
Hechinger November 2012 50,000 36,753 39,000
L.A. Gear, Inc. November 2002 50,000 24,315 30,313
Maxxam, Inc. May 2000 52,000 53,307 55,250
Rally s Hamburgers, Inc. June 2000 50,000 34,691 40,000
Roadmaster Industries June 2002 50,000 38,378 41,250
Wickes Lumber December 2003 100,000 66,753 77,000
Wickes Lumber December 2003 50,000 39,253 38,500
Wickes Lumber December 2003 50,000 33,128 38,500
------ ------
$483,693 $517,007
</TABLE>
NOTE 3 - FAILED ACQUISITION AND BAD DEBT
The Company advanced money to Worldwide FiberComm, Inc. for possible merger
which was later terminated October 15, 1993. Management has tried to collect
the advance of $14,000. During the year ended June 30,1995, the receivable was
deemed uncollectible.
The Company paid expenses in connection with a possible merger with Draycott
Corporation, which was later terminated. Management tried to collect the
resulting receivable and determined the amount was uncollectible as of June 30,
1988. During 1989, Draycott Corporation began making payments on the
receivable. Payments totaled $5,724 through 1993 which were offset against bad
debt expense. No payments were received subsequent to 1993.
NOTE 4 - RETIREMENT OF STOCK
In December of 1988 the Company purchased 150,000 shares of its common stock for
$30,000 and retired the shares.
NOTE 5 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash investing and financing activities during the year ended June 30, 1996
consisted of $165,050 borrowed, and repaid under a margin loan agreement.
Similar transactions occurred during the year ended June 30, 1995 and cumulative
for the period from inception through June 30, 1996.
Cash paid during the years ended June 30, 1996 and 1995 and the period from
inception through June 30, 1996, for interest and income taxes were as follows:
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,
For the Years Ended 1980 (Inception)
June 30, Through
<S> <C> <C> <C>
1996 1995 June 30, 1996
---- ---- -------------
Interest paid $ 4,803 $ 3,358 $14,969
Income taxes paid 10,199 16,785 73,327
</TABLE>
NOTE 6 - RELATED PARTY
An individual who acted as the Company s legal counsel since 1992, became an
officer and director of the Company in May 1996. Fees paid in legal expenses
for the years ended June 30, 1996 and 1995 were $10,407 and $4,994, respectively
and $23,135 for the period September 11, 1980 (date of inception) through June
30, 1996.
NOTE 7 - INCOME TAXES
Deferred taxes are recognized for differences between the bases of assets for
financial statement and income tax purposes. The only temporary difference
relates to prepaid expenses.
Income tax expense consisted of the following:
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,
For the Years Ended 1980 (Inception)
June 30, Through
<S> <C> <C> <C>
1996 1995 June 30, 1996
---- ---- -------------
Current - Federal $22,286 $5,358 $68,274
- State - 1,880 15,329
------- ----- -------
22,286 7,238 83,603
------ ----- ------
Deferred - Federal 3,823 (1,613) 2,210
- State 237 (237) -
------ ----- ------
4,060 (1,850) 2,210
------ ----- ------
Provision for Income Taxes $26,346 $5,388 $85,813
------ ----- ------
</TABLE>
As a result of the Company changing it domicile from the State of Utah to the
State of Nevada effective June 30, 1995, the Company was not subject to state
income tax during the year ended June 30, 1996.
The following is a reconciliation of income tax expense to the amount computed
using the federal statutory rate:
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,
For the Years Ended 1980 (Inception)
June 30, Through
<S> <C> <C> <C>
1996 1995 June 30, 1996
---- ---- -------------
Tax at federal statutory rate
(34%) $37,731 $11,170 $142,513
State income taxes, net of
federal benefit 156 1,084 13,335
Effect of lower taxes (11,541) (6,866) (70,035)
------ ----- ------
Provision for Income Taxes $26,346 $5,388 $ 85,813
------ ----- ------
</TABLE>
The components of the net deferred tax liability are as follows:
<TABLE>
<CAPTION>
June 30
-------------------------
<S> <C> <C>
1996 1995
---------- ----------
Deferred Tax Liabilities
Unrealized gain on investments in securities $11,327 $12,465
Prepaid expenses deducted for tax reporting
purposes 2,210 -
Deferred Tax Assets
Capital loss carry forwards - (1,850)
--------- -------
Net Deferred Tax Liability $13,537 $10,615
-------- -------
</TABLE>
The provision for (benefit from) income taxes allocated to the unrealized gain
on investment in securities was $(1,138) and $12,465 during the years ended June
30, 1996 and 1995, respectively.
NOTE 8 - SUBSEQUENT EVENT
In July 1996, the Company granted options to officers of the Company to purchase
a total of 105,000 shares of common stock. the exercise price is $0.25 per
share. The market price at the date or grant was $0.35. The options are
exercisable at any time and will not expire.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001010579
<NAME> VIS VIVA CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,256
<SECURITIES> 517,007
<RECEIVABLES> 15,418
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 542,181
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 542,181
<CURRENT-LIABILITIES> 26,023
<BONDS> 0
0
0
<COMMON> 12,700
<OTHER-SE> 503,458
<TOTAL-LIABILITY-AND-EQUITY> 542,181
<SALES> 0
<TOTAL-REVENUES> 147,452
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,804
<INCOME-PRETAX> 110,973
<INCOME-TAX> 26,346
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,627
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
