<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A2
Amendment No. 2 to Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
VIS VIVA CORPORATION
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(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0363656
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) I.D. No.)
0-28002
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(SEC File No.)
50 West Broadway, Fourth Floor
Salt Lake City, Utah 84101-2006
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 359-0833,
Ext. 114
Securities registered pursuant to Section 12(b) of
the Exchange Act:
None
Securities registered pursuant to Section 12(g) of
the Exchange Act:
$0.01 par value common voting stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index
herein.
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PART I
Item 1. Description of Business
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Business Development.
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Vis Viva Corporation (the "Company") was organized under the
laws of the State of Utah on September 11, 1980, under the name
"NRG Concepts Inc." The Company was organized for the primary
purposes of (i) accumulating investment capital; (ii) locating
and acquiring or providing capital on profitable terms for other
business entities; and (iii) engaging in any other lawful
activity. As stated below, the Company has had limited success in
achieving these purposes.
The Company's initial Articles of Incorporation authorized
it to issue a total of 10,000,000 shares of common stock having a
par value of one cent ($0.01) per share, with the Company to have
the right to purchase, take or otherwise acquire its own shares,
and with purchases of such shares to be made only to the extent
of the unreserved and unrestricted earned surplus available
therefor. A copy of the Company's original Articles of
Incorporation was attached as an exhibit to the Company's
Registration Statement on Form 10-SB, which was filed with the
Securities and Exchange Commission on or about March 15, 1996,
and is incorporated herein by this reference. See the Exhibit
Index, Part III.
At the Company's inception, the Board of Directors
authorized the issuance of a total of 420,000 "unregistered" and
"restricted" shares of its common stock to the following persons,
who were directors, executive officers and persons who may be
deemed to have been promoters or founders of the Company, for the
total consideration of $21,000: Julie C. Allen; Margaret V.
Coombs; Jack Coombs; Grace D. Meldrum; Beatrice R. Petersen; and
Cherry M. Ridges. Each of these persons was issued 70,000
"unregistered" and "restricted" shares in this transaction.
On March 18, 1981, the Board of Directors resolved to amend
the Articles of Incorporation of the Company to change its name
to "Vis Viva Corporation." A special meeting of the stockholders
of the Company was held on March 30, 1981, at which time all
of the 420,000 outstanding shares of the Company were voted in
favor of the name change. A copy of the Articles of Amendment
reflecting the name change was filed as an exhibit to the
Company's Registration Statement on Form 10-SB, which was filed
with the Securities and Exchange Commission on or about March 15,
1996, and is incorporated herein by this reference. See the
Exhibit Index, Part m. The Articles of Amendment erroneously
state that 42,000 shares were outstanding and voted in favor of
the resolution. On April 2, 1981, these Articles of Amendment
were accepted for filing by the Office of the Lieutenant
Governor/Secretary of State (now known as the Utah Division of
Corporations) of the State of Utah and found to conform to law;
accordingly, management does not believe that this error had any
consequences for the Company or its stockholders.
Commencing in May, 1981, and pursuant to the requirements of
Section 3(a)(11) of the Securities Act of 1933, as amended (the
"1933 Act"), Rule 147 promulgated thereunder by the Securities
and Exchange Commission and Section 61-1-10 of the Utah Uniform
Securities Act, the Company publicly offered and sold an
aggregate total of 1,000,000 shares of its common stock to public
investors residing in the State of Utah, at an offering price of
$0.20 per share. This offering, which was made pursuant to an
exemptive provision of the 1933 Act, was completed with the
filing of a Final Sales Report with the Utah Securities
Commission (now the "Utah Division of Securities") on July 14,
1981, with the Company receiving aggregate gross proceeds of
$200,000, before payment of offering costs. After payment of
these costs, the Company had net proceeds of approximately
$169,829. A copy of the Company's Prospectus, dated May 29, 1981,
was filed as an exhibit to the Company's Registration Statement
on Form 10-SB, which was filed with the Securities and Exchange
Commission on or about March 15, 1996, and is incorporated herein
by this reference. See the Exhibit Index, Part III.
The securities were deemed to have "come to rest" in
compliance with Section 3(a)(11) of the 1933 Act and Rule 147 on
or about June 24, 1982. For purposes of Section 3(a)(11),
securities that are part of an issue that are offered and sold
and have "come to rest" in the hands of persons who are residents
of a single state or territory, where the issuer is a corporation
incorporated by and doing business within such state or
territory, are deemed to be exempt from the registration
requirements of the 1933 Act. A copy of an opinion of counsel for
the Company in this respect was filed as an exhibit to the
Company's Registration Statement on Form 10-SB, which was filed
with the Securities and Exchange Commission on or about March 15,
1996, and is incorporated herein by this reference. See the
Exhibit Index, Part III.
Other than seeking a suitable business or assets to acquire,
the Company has not conducted any material business operations
since the completion of its public offering. During the period
from 1981 through 1992, the Company entered into negotiations
with several companies regarding possible merger or acquisition
transactions; however, none of these negotiations came to
fruition.
In December 1988, the Company purchased 150,000 shares of
its outstanding common stock from certain stockholders for
$30,000 and subsequently retired these shares.
At a special meeting held on May 26, 1992, the Board of
Directors of the Company unanimously resolved that the Company
repeal its then-existing Bylaws and adopt new Bylaws exempting it
from the provisions of the Utah Control Shares Acquisitions Act
(Section 61-6-l et seq., Utah Code Annotated) (the "Acquisitions
Act"). A copy of the Amended and Restated Bylaws of the Company
was filed as an exhibit to the Company's Registration Statement
on Form 10-SB, which was filed with the Securities and Exchange
Commission on or about March 15, 1996, and is incorporated herein
by this reference. See the Exhibit Index, Part III.
The Acquisitions Act, which applies only to certain types of
publicly-held corporations, provides that "control shares"
acquired under certain circumstances shall have the same voting
rights as they had before the acquisition only to the extent that
the stockholders of the corporation have approved such rights.
The Acquisitions Act also gives dissenter's rights to the
stockholders in the event that full voting rights are accorded to
shares acquired in a "control share acquisition" and the
acquiring person has acquired "control shares" with at least
a majority of all voting power. Section 61-6-6 permits a
corporation's articles of incorporation or bylaws to provide for
an exemption from the Acquisitions Act. The net effect of the
Company's exemption from the Acquisitions Act is to remove the
need for stockholder approval of acquisitions of controlling
interests in the Company. However, the Company will still be
subject to the provisions of Regulation 14A of the Securities and
Exchange Commission, requiring that certain information be given
to stockholders of the Company in connection with proxy
solicitations. See the heading "Need for any Governmental
Approval of Principal Products or Services" under the caption
"Business," herein.
On May 27, 1992, Jack R. Coombs and four of the five
then-existing directors and executive officers of the Company
(collectively, the "Sellers") executed a Stock Purchase
Agreement whereby Mr. Coombs agreed to buy and the Sellers agreed
to sell all of the common stock of the Company owned by the
Sellers, consisting of an aggregate of 337,000 shares, at a price
of $0.24 per share, which was the approximate book value of the
shares at that time. Each of the Sellers also agreed to resign in
serial fashion from the Company's Board of Directors and to
appoint Mr. Coombs, Margaret V. Coombs (Mr. Coombs' wife,
who had been a director of the Company since its inception) and
Cathy C. Arndt to fill the vacancies created thereby. Mr. Coombs
also agreed, within 60 days of the closing of the Stock Purchase
Agreement, to make a tender offer to all of the Company's
remaining stockholders of record at a price of at least $0.24 per
share, with such tender offer to remain outstanding for at least
30 days and provided that Mr. Coombs would be obligated to
purchase tendered shares from the first 125 tendering
stockholders only (out of a total of 235 stockholders as of the
date of the tender offer). A copy of the Stock Purchase Agreement
was filed as an exhibit to the Company's Registration Statement
on Form 10-SB, which was filed with the Securities and Exchange
Commission on or about March 15, 1996, and is incorporated herein
by this reference. See the Exhibit Index, Part III.
The Stock Purchase Agreement was closed on June 15, 1992, at
which time (i) the purchase of the Sellers' shares was completed;
(ii) each of the Sellers serially resigned as a director and
executive officer of the Company; (iii) Jack R. Coombs, Margaret
V. Coombs and Cathy C. Arndt were appointed to serve as directors
of the Company; and (iv) the reconstituted Board of Directors
accepted the resignations of each of the Sellers. Following
these actions, the Board of Directors, acting by unanimous
consent pursuant to Section 8 of Article III of the Bylaws of the
Company, as amended, resolved to appoint the following persons as
executive officers of the Company, to serve until the next annual
meeting of stockholders and until their respective successors are
elected and qualified or their prior resignation or termination:
Jack R. Coombs (President); Margaret V. Coombs (Vice President);
and Cathy C. Arndt (Secretary/Treasurer).
On or about August 14, 1992, Jack R. Coombs caused to be
mailed to each stockholder of record a copy of an Offer to
Purchase for Cash Common Capital Stock (the "Offer") and a
Letter of Transmittal to Tender Shares of Common Stock of the
Company (the "Letter of Transmittal"), whereby Mr. Coombs offered
to purchase outstanding shares of the Company's common stock at a
price of $0.24 per share. The Offer was limited to the first 125
stockholders to properly tender their shares; as of August 14,
1992, the date that the Offer was sent to stockholders, the
Company had a total of 235 stockholders. Copies of the Offer
and the Letter of Transmittal were attached as exhibits to the
Company's Registration Statement on Form 10-SB, which was filed
with the Securities and Exchange Commission on or about March 15,
1996, and are incorporated herein by this reference. See the
Exhibit Index, Part III.
The Offer expired at 5:00 p.m., Mountain Daylight Time on
September 15, 1992, with 30 stockholders having tendered a total
of 117,975 shares for purchase by Mr. Coombs.
As a result of the Stock Purchase Agreement and the Offer,
Mr. Coombs acquired a total of 454,975 shares of common stock of
the Company, consisting of the 337,000 "unregistered" and
"restricted" shares acquired from the Sellers pursuant to the
Stock Purchase Agreement and the 117,975 shares acquired pursuant
to the Offer. The latter shares were previously "free-trading"
and became "control" securities in the hands of Mr. Coombs and
subject to resale under Rule 144 of the Securities and Exchange
Commission, with the exception that they are not subject to the
two-year holding period requirement thereof. Nonetheless, Mr.
Coombs has held such shares for well over two years.
An annual meeting of the Company's stockholders was held on
October 13, 1992. A total of 737,250 shares, constituting
approximately 58 percent of the Company's issued and
outstanding shares, were present at the meeting in person or by
proxy. These shares were unanimously voted in favor of the
following resolutions, with no shares voted against and no
shares abstaining: (i) to amend the Company's Articles of
Incorporation to authorize it to take action by the written
consent of stockholders without a meeting, as provided in Section
16-l0a-704 of the Utah Revised Business Corporation Act, which
became effective on July 1, 1992 (the "Utah Act"); (ii) to avail
the Company of all the other benefits and protections of
the Utah Act, provided that such is not inconsistent with other
provisions of the Company's then-existing Articles of
Incorporation; and (iii) to elect Jack R. Coombs, Margaret V.
Coombs and Cathy C. Arndt as directors of the Company until the
next annual meeting of stockholders and until their respective
successors are elected and qualified or their prior
resignation or termination. A copy of the Articles of Amendment,
dated October 14, 1992, which effect the above-referenced
amendments to the Company's Articles of Incorporation,
was filed as an exhibit to the Company's Registration Statement
on Form 10-SB, which was filed with the Securities and Exchange
Commission on or about March 15, 1996, and is incorporated herein
by this reference. See the Exhibit Index, Part III.
At the annual meeting of directors, which was held
immediately after the annual meeting of stockholders on October
13, 1992, the following persons were elected to serve as
executive officers of the Company until the next annual meeting
of directors and until their respective successors are elected
and qualified or their prior resignation or termination: Jack R.
Coombs (President); Margaret V. Coombs (Vice President); and
Cathy C. Arndt (Secretary/Treasurer).
On August 2, 1993, Cathy C. Arndt resigned as a director and
Secretary/Treasurer of the Company and on October 1, 1993, acting
without a meeting pursuant to Section 16-lOa-821 of the Utah Act,
the remaining directors, consisting of Jack R. Coombs and
Margaret V. Coombs, appointed LeeAnn Rackiewicz to fill these
vacancies effective September 1, 1993. These directors further
unanimously resolved to reimburse Coombs & Company, an entity
controlled by Jack R. Coombs, for an advance of $14,000 in legal
fees that it had paid in connection with the investigation of a
possible merger or acquisition transaction between the Company
and WorldWide Fiber Comm, Inc., a Delaware corporation
("Worldwide"). Because the legal fees had been incurred in
connection with the investigation of a possible transaction
involving the Company, rather than Coombs & Company, management
did not deem it appropriate to attempt to regain the reimbursement
from Coombs & Company.
After conferring with an engineering consultant and
determining that the technology owned by WorldWide had no
particular commercial advantage over existing industry
standards, on October 15, 1993, acting pursuant to Section
16-lOa-821 of the Utah Act, the Board of Directors of the Company
unanimously resolved to dispense with any further negotiations
with WorldWide and to seek reimbursement from its principals of
the $14,000 expenses incurred in connection with the
investigation of a possible transaction with WorldWide. During
the fiscal year ended June 30, 1994, this debt was deemed
uncollectible after the Company, in attempting to collect it from
a principal of WorldWide, hired a private investigator, who
conducted a background check that was unable to locate the
principal. See the Index to Financial Statements, Part F/S.
LeeAnn Rackiewicz resigned as a director and
Secretary/Treasurer of the Company on March 15, 1994, and on
April 1, 1994, acting pursuant to Section 16-lOa-821 of the Utah
Act, Jack R. Coombs and Margaret V. Coombs, the remaining
directors of the Company unanimously resolved to appoint Sandra
E. Hansen to serve in these capacities until the next respective
annual meetings of the stockholders and directors of the Company
and until her successor is elected and qualified or her prior
resignation or termination.
On May 24, 1995, acting pursuant to Section 16-lOa-821 of
the Utah Act, the Board of Directors of the Company accepted the
resignations, in seriatim, of Jack R. Coombs and Margaret V.
Coombs as directors and executive officers of the Company and
appointed John Michael Coombs, who is the son of Jack R. Coombs
and Margaret V. Coombs, as a director and President, and Terry S.
Pantelakis as a director and Vice President of the Company, each
to serve until the next annual meetings of the stockholders and
directors and until their respective successors are elected and
qualified or his prior resignation or termination. The Board of
Directors further resolved to grant to the new directors and
executive officers, at an unspecified time in the future, an
option to purchase stock of the Company or otherwise to
receive a payment of cash in the event of a merger or other
reorganization transaction as consideration for services to be
rendered by such persons. As of the date of this Registration
Statement, no such option or cash compensation has been or is
contemplated to be granted or paid to any current director or
executive officer of the Company. Any such grant or payment
in the future will no doubt be subject to negotiations with any
merger or reorganization candidate. See Part I, Item 6 of this
Registration Statement.
Effective as of June 30, 1995, the Company's year end, the
Company changed its domicile from the State of Utah to the State
of Nevada by (i) incorporating Vis Viva Corporation, a Nevada
corporation ("Vis Viva Nevada"), as a wholly-owned subsidiary of
the Company, having an authorized capital of 15,000,000 shares of
one cent ($0.01) par value common voting stock; and (ii) merging
the Company into Vis Viva Nevada, with each outstanding share of
the Company's common stock being automatically converted to one
share of common stock of Vis Viva Nevada. This change of domicile
was effected in order to save the Company money by avoiding the
State of Utah's requirement that the Company pay corporate
franchise taxes; the State of Nevada has no franchise tax. Copies
of the Articles of Incorporation, dated June 8, 1995, and the
Bylaws of Vis Viva Nevada, together with the Articles of Merger
and the Plan of Merger of the Company and Vis Viva Nevada, dated
June 19, 1995, and May 25, 1995, respectively, were attached as
exhibits to the Company's Registration Statement on Form 10-SB,
which was filed with the Securities and Exchange Commission on or
about March 15, 1996, and are incorporated herein by this
reference. See the Exhibit Index, Part III.
Business.
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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 public
investors will suffer to the benefit of 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 the Company following the
completion of any such transaction; because the 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, would 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 without referring to any 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. See the
caption "Conflicts of Interest; Related Party Transactions,"
below.
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. See the caption
"Conflicts of Interest; Related Party Transactions."
Involvement in Other "Blank Check" Companies.
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John Michael Coombs, who is a director and the President of
the Company, served as a director and the President of New Wave
Energy, Inc., a Utah corporation, now known as "Groen Brothers
Aviation, Inc.," from its inception in 1981 until its
reorganization in September, 1990 ("Groen Brothers"). Groen
Brothers is publicly-held and may be deemed to have been a "blank
check" company until its reorganization.
Other than the Company, Terry S. Pantelakis, who is a
director and the Vice President of the Company, has not held any
position as a director or executive officer of any company that
may be deemed to have been a "blank check" company; nor has Mr.
Pantelakis held a five percent ownership interest in any such
company.
From February, 1994, to January, 1996, Sandra E. Hansen, who
is a director and the Secretary/Treasurer of the Company, served
as a director and the Vice President of Globesat Holding Corp., a
Utah corporation, which is publicly-held and may be deemed to
have been a "blank check" company for a short period of time
prior to its reorganization with Windsor Acquisition Corp., a
Utah corporation, in January, 1996 ("Globesat"). Ms. Hansen also
served as a director and the Secretary/Treasurer of EM NET, a
Utah corporation, now known as "American Ostrich Corporation,"
from October, 1994, until its reorganization in September,
1995 ("American Ostrich). American Ostrich is a publicly-held
company and may be deemed to have been a "blank check" company
for some time prior to its reorganization. Both Globesat and
American Ostrich engaged in unsuccessful business operations for
a number of years, and each had ceased its operations for
approximately two years prior to its reorganization.
Jack R. Coombs, who is a former director and executive
officer of the Company and who, together with John Michael
Coombs, owns a controlling interest in the Company, served as a
director and the President of Globesat from December, 1993 until
its reorganization in January, 1996. In addition, Mr. Coombs was
a director and the Vice President of American Ostrich from
September, 1994 until its reorganization in September, 1995. Mr.
Coombs also served as a director and President of Metro Energy,
Inc., a Utah corporation, from 1985 until its reorganization in
June, 1993 ("Metro"). Metro is publicly-held and may also be
deemed to have been a "blank check" company for some time prior
to its reorganization.
Other than the Company, neither Jack R. Coombs nor any
current director or executive officer of the Company is involved
in the management of or holds a five percent ownership interest
in any other publicly-held company. Nor has any such person been
involved in any initial public offering involving the securities
of a "blank check" company in the ten-year period immediately
preceding the date of this Registration Statement.
Risk Factors.
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In any business venture, there are substantial risks
specific to the particular enterprise that cannot be ascertained
until a potential acquisition, reorganization or merger candidate
has been identified; however, at a minimum, the Company's present
and proposed business operations will be highly speculative and
subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors
outlined below and in the initial Prospectus of the Company, a
copy of which was filed as an exhibit to the Company's
Registration Statement on Form 10-SB, which was filed with the
Securities and Exchange Commission on or about March 15, 1996,
and is incorporated herein by reference. See the Exhibit Index,
Part III.
No Source of Revenue. The Company has received substantially
all of its income from corporate bonds, certificates of deposit
and related holdings since its inception. The Company
has received no revenues from business operations during this
period and it will not receive any such revenues until it
completes an acquisition, reorganization or merger, at the
earliest. The Company can provide no assurance that any acquired
business will produce any material revenues for the Company or
its stockholders or that any such business will operate on a
profitable basis.
Discretionary Use of Assets; "Blank Check" Company. Because
the Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect
to the acquisition of assets, property or business, the Company
may be deemed to be a "blank check" company. The Company can
provide no assurance that any allocation of its present assets
will allow it to achieve its business objectives.
State Restrictions on "Blank Check" Companies. A total of 36
states prohibit or substantially restrict the registration and
sale of "blank check" companies within their borders.
Additionally, 36 states (including many of the
previously-mentioned states) use "merit review powers" to exclude
securities offerings from their borders in an effort to screen
out offerings of highly dubious quality. See Paragraph 8221,
NASAA Reports, CCH Topical Law Reports, 1990. The Company intends
to comply fully with all state securities laws, and plans to take
the steps necessary to ensure that any future offering of its
securities is limited to those states in which such offerings are
allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because
potential purchasers of the Company's securities must be
residents of states that permit the purchase of such securities.
These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders
of regulating states.
By regulation or policy statement, eight states (Idaho,
Maryland, Missouri, Nevada, New Mexico, Pennsylvania, Utah and
Washington) place various restrictions on the sale or resale
of equity securities of "blank check" or "blind pool" companies.
These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and
outright prohibition of public offerings of such companies.
The net effect of the above-referenced laws, rules and
regulations will be to place significant restrictions on the
Company's ability to register, offer and sell and/or to develop a
secondary market for shares of the Company's common stock in
virtually every jurisdiction in the United States.
Absence of Substantive Disclosure Relative to Prospective
Acquisitions. Because the Company has not yet identified any
assets, property or business that it may potentially acquire,
potential investors in the Company will have virtually no
substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have
access to sign)ficantly more information if the Company had
already identified a potential acquisition or if the acquisition
target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable
than such a direct investment.
Unspecified Industry and Acquired Business: Unascertainable
Risks. To date, the Company has not identified any particular
industry or business in which to concentrate its acquisition
efforts. Accordingly, prospective investors currently have no
basis to evaluate the comparative risks and merits of investing
in the industry or business in which the Company may invest. To
the extent that the Company may acquire a business in a highly
risky industry or sector, the Company will become subject to
those risks. Similarly, if the Company acquires a financially
unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and
business in which it may become involved, there can be no
assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no
present plans, proposals or arrangements to acquire any specific
assets, property or business. Accordingly, it is unclear whether
such an acquisition would take the form of an exchange of capital
stock, a merger or an asset acquisition. However, management
expects that any such acquisition would take the form of
an exchange of capital stock. See Part I, Item 2 of this
Registration Statement.
Management not to Devote Significant Time to Activities of
the Company. Members of the Company's management are not required
to devote their full time to the affairs of the Company. Because
of their time commitments, as well as the fact that the Company
has no business operations, the members of management anticipate
that they will not devote a significant amount of time to the
activities of the Company, at least until such time as the
Company has identified a suitable acquisition target.
Conflicts of Interest; Related Party Transactions. 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. Such a transaction may occur if management
deems it to be in the best interests of the Company and its
stockholders, after consideration of the factors referred to
under the caption "Business" of this Item. A transaction of this
nature would present a conflict of interest to those parties with
a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's
fiduciary duties to the Company's stockholders. An independent
appraisal of the acquired company may or may not be obtained in
the event a related party transaction is contemplated.
Furthermore, because management and/or beneficial owners of the
Company's common stock may be eligible for finder's fees or other
compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding
such potential acquisitions.
Voting Control. Due to their ownership of a majority of the
shares of the Company's outstanding common stock, Jack R. Coombs
and John Michael Coombs, have the ability to elect all of the
Company's directors, who in turn elect all executive officers,
without regard to the votes of other stockholders. See Part I,
Item 4 of this Registration Statement.
Future Sales of Common Stock. Jack R. Coombs currently
beneficially owns 609,975 shares of the common stock of the
Company or approximately 48 percent of its outstanding
voting securities. Subject to compliance with the applicable
provisions of Rule 144 of the Securities and Exchange Commission,
Mr. Coombs is currently eligible to sell up to one percent of the
outstanding securities of the Company in any three month period.
Such sales could have a substantial adverse effect on any public
market that may then exist in the Company's common stock. Sales
of any of these shares by Mr. Coombs could severely affect
the ability of the Company to secure the necessary debt or equity
funding for the Company's proposed business operations. For
additional information concerning the present market for
shares of common stock of the Company, see Part II, Item I of
this Registration Statement. For information regarding common
stock ownership of Jack R. Coombs, see Part I, Item 4 of
this Registration Statement.
Dilution. Depending on the nature and extent of services
rendered, the Company may compensate present management for
services rendered and to be rendered, and Jack R. Coombs for any
financial consulting services chat he may perform for the Company
in the future. If this compensation takes the form of an issuance
of the Company's stock to management and/or Mr. Coombs, this
would have the effect of diluting the holdings of the Company's
other stockholders.
Limited and Volatile Market for Common Stock. The Company's
common stock is listed on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") under the
symbol "VISV"; however, there is currently no "established
trading market" for such common stock and there can be no
assurance chat any such market will ever develop or be
maintained. Any market price for shares of common stock of the
Company is likely to be very volatile, and numerous factors
beyond the control of the Company may have a significant effect.
In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations
which have affected the market price of many small capital
companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations,
as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock
in any market that may develop. For additional information
regarding the market for the Company's common stock, see Part II,
Item I of this Registration Statement.
Risks of "Penny Stock." The Company's common stock may be
deemed to be "penny stock" as that term is defined in Reg.
Section 240.3a51-1 of the Securities and Exchange Commission.
Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) is an issuer with net
tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if
in continuous operation for less than three years), or with
average annual revenues of less than $6,000,000 for the last
three years.
Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Reg. Section 240.15g-2 of the Securities and
Exchange Commission require broker-dealers dealing in penny
stocks to provide potential investors with a document disclosing
the risks of penny stocks and to obtain a manually signed and
dated written receipt of the document before effecting any
transaction in a penny stock for the investor's account.
Potential investors in the Company's common stock are urged to
obtain and read such disclosure carefully before purchasing any
shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and
Exchange Commission requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This
procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably
determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has
sufficient knowledge and experience as to be reasonably capable
of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the
basis on which the broker-dealer made the determination in (ii)
above; and (iv) receive a signed and dated copy of such statement
from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and
investment objectives. Compliance with these requirements may
make it more difficult for investors in the Company's common
stock to resell their shares to third parties or to otherwise
dispose of them.
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 no doubt 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 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. 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. Because the Company was
fully invested in securities of other companies (which investments
had significant market value), as of December 31, 1995 it had cash
and cash equivalents of $0. Management expects that the Company's
cash requirements will necessitate the sale of a small portion of
these securities.
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
and to the date of this Registration Statement.
The Company's assets consist primarily of holdings of
corporate bonds, which had market values at June 30, 1995, and
1994, of $424,803 and $285,629, respectively. Total assets on
these dates were $447,256 and $392,025, respectively. See the
Index to Financial Statements, Part F/S.
Net income to the Company decreased to $27,300 from $46,249
in the fiscal years ended June 30, 1995, and 1994, respectively,
due primarily to a net loss on the sale of certain investments in
the fiscal year ended June 30, 1995. This loss was occasioned by
what was believed by management to be the availability of a
promising investment in securities of an unrelated third party,
causing management to sell another investment at a loss in order
to obtain funds to purchase these securities. See the Index to
Financial Statements, Part F/S.
Item 3. Description of Property.
- --------------------------------
Other than cash and its holdings of corporate bonds, the
Company has 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 have been limited to
keeping itself in good standing in the State of Utah and,
recently, in the State of Nevada, and preparing this Registration
Statement and the accompanying financial statements. These
activities have consumed an insubstantial amount of management's
time.
Item 4 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 May 8, 1996:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Jack R. Coombs 609,975 (1) 48.0%
2581 East 1300 South
Salt Lake City, Utah
84108
John Michael Coombs 78,000 (2) 6.1%
2435 South Scenic Drive
Salt Lake City, Utah
84109 ------- ----
687,975 54.1%
</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.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the
Company's directors and executive officers as of May 8, 1996:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class
- ---------------- ------------------------- --------
<S> <C> <C>
John Michael Coombs (1) 78,000(2) 6.1%
2435 South Scenic Drive
Salt Lake City, Utah
84109
Terry S. Pantelakis (1) -0- -0-
350 South State Street
Salt Lake City, Utah
84111
Sandra E. Hansen -0- -0-
50 West Broadway, Fourth Floor
Salt Lake City, Utah
84101 ----- -----
All directors and executive
officers as a group 78,000 6.1%
as a group (3)
</TABLE>
(1) On May 24, 1995, the Company's Board of Directors
resolved to grant to Messrs. Coombs and Pantelakis
an option to purchase stock of the Company in
consideration of services rendered to the Company.
As of the date of this Registration Statement, no
such option has been or is contemplated to be paid
pursuant to this resolution. See Part I, Item 6 of
this Registration Statement.
(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 5, Part I, below, 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 5. Directors, Executive Officers, Promoters and Control
Persons.
- --------
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 *
Esq. 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.
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.
Item 6. 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 ensatin
- -----------------------------------------------------------------
<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 2/29/96 0 0 0 0 0 0 $7,811*
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 2/29/96 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 2/29/96 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, 2/29/96 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, 2/29/96 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. As of the date of this Registration
Statement, no such option or cash compensation has been or is
contemplated to be granted or paid pursuant to this resolution.
Any such grant or payment in the future will no doubt be subject
to negotiations with any merger or reorganization candidate.
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,
1995, 1994, or 1993, or the period ending on the date of this
Registration Statement. Further, no member of the Company's
management has been granted any option or stock appreciation
right; accordingly, no tables relating to such items have been
included within this Item.
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 7. 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 Part I, Item 1 of this Registration Statement.
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 Part I, Item I of this Registration Statement.
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 Part I, Item I of this Registration Statement.
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 Part I, Item I of
this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has only one class of securities authorized,
issued or outstanding, that being capital stock of the Company
consisting of 15,000,000 shares of one cent ($0.01) par value
common capital stock. The holders of the Company's common stock
are entitled to one vote per share on each matter submitted to a
vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to
acquire additional shares of common stock or other securities.
The common stock carries no subscription or conversion rights. In
the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after
satisfaction of all liabilities. The Company has the right to
purchase, take or otherwise acquire its own shares to the extent
permitted under Nevada law. All shares of the common stock now
outstanding are fully paid and non-assessable.
There are no outstanding options, warrants or calls to
purchase any of the authorized securities of the Company.
There is no provision in the Company's Articles of
Incorporation or Bylaws that would delay, defer, or prevent a
change in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other 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 the heading "Future Sales of Common Stock"
under the caption "Risk Factors," herein.
The high and low bid prices for shares of common stock of the
Company for each quarter within the last two fiscal years, the
quarterly periods ended September 30, 1995, and December 31,
1995, and the period from January 1, 1996, to February 20, 1996,
are as follows:
<TABLE>
<CAPTION>
Bid
Quarter ending: High Low
- --------------- ---- ---
<S> <C> <C>
September 30, 1993 0.30 0.30
December 31, 1993 0.30 0.30
March 31, 1994 0.30 0.30
June 30, 1994 0.30 0.30
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
Period ended February 20,
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 June 30, 1995, and the date of this Registration Statement
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 2. 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 3. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
- ------------------------------------
Darrell T. Schvaneveldt, Certified Public Accountant, of
Salt Lake City, Utah, audited the financial statements of the
Company for the fiscal years ended June 30, 1993 and 1992.
The Company engaged Dayton, Gilchrist & Harden, a
Professional Corporation, of Salt Lake City, Utah, to audit the
Company's financial statements for the fiscal year ended June
30, 1994.
Following the change in the Company's management in May,
1995, and the relocation of the Dayton, Gilchrist & Harden
accountant with whom the Company had principally worked,
Hansen, Barnett & Maxwell, Certified Public Accountants, of Salt
Lake City, Utah, were engaged by the Company to audit the
financial statements of the Company for the fiscal year ended
June 30, 1995. These financial statements accompany this
Registration Statement. See the Index to Financial Statements,
Part F/S.
Each of the above-referenced changes in accountants was
undertaken by the President of the Company without any action by
the Board of Directors.
There were no disagreements between the Company and Darrell
T. Schvaneveldt or Dayton, Gilchrist & Harden, whether resolved
or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved, would have caused them to make
reference to the subject matter of the disagreement in connection
with their reports. The decisions to change accountants were made
by the President of the Company.
The report of Hansen, Barnett & Maxwell did not contain any
adverse opinion or disclaimer of opinion, and was not qualified
or mod)fied as to uncertainty, audit scope or accounting
principles. Nor did the reports of Darrell T. Schvaneveldt or
Dayton, Gilchrist & Harden contain any adverse opinion or
disclaimer of opinion, and they were not qualified or modified as
to uncertainty, audit scope or accounting principles in any
manner.
During the Company's two most recent fiscal years, and since
then, neither Hansen, Barnett & Maxwell, Darrell T. Schvaneveldt
nor Dayton, Gilchrist & Harden has advised the Company that any
of the following exist or are applicable:
(1) That the internal controls necessary for the Company
to develop reliable financial statements do not exist, that
information has come to their attention that has led them to no
longer be able to rely on management's representations, or that
has made them unwilling to be associated with the financial
statements prepared by management;
(2) That the Company needs to expand sign)ficantly the
scope of its audit, or that information has come to their
attention that if further investigated may materially impact the
fairness or reliability of a previously issued audit report or
the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on
management's representations or be associated with the Company's
financial statements for the foregoing reasons or any other
reason; or
(3) That they have advised the Company that information
has come to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements for
the foregoing reasons or any other reason.
During the Company's two most recent fiscal years and since
then, the Company has not consulted Hansen, Barnett & Maxwell
regarding the application of accounting principles to a
specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's
financial statements or any other financial presentation
whatsoever.
The Company has provided Darrell T. Schvaneveldt and Dayton,
Gilchrist & Harden with copies of the disclosure provided under
this caption of this Registration Statement and has advised them
to provide the Company with a letter addressed to the Securities
and Exchange Commission as to whether they agree or disagree with
the disclosures made herein. Copies of their respective responses
were attached as exhibits to the Company's Registration Statement
on Form 10-SB, which was filed with the Securities and Exchange
Commission on or about March 15, 1996, and are incorporated
herein by this reference. See the Exhibit Index, Part III.
Item 4. Recent Sales of Unregistered Securities.
- ------------------------------------------------
The Company has not sold any securities during the past
three years.
Item 5. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NOS")
authorizes a Nevada corporation to indemnify any director,
officer, employee, or corporate agent "who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his corporate role.
Section 78.751(1) extends this protection "against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful."
Section 78.751(2) of the NOS also authorizes indemnification
of the reasonable defense or settlement expenses of a corporate
director, officer, employee or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the
corporation's best interests. Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.
To the extent that a corporate director, officer, employee,
or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.751(1) or
78.751(2), Section 78.751(3) of the NRS requires that he be
indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under
Sections 78.751 (1) and 78.751(2) to situations in which either
(1) the stockholders, (2)the majority of a disinterested
quorum of directors, or (3) independent legal counsel determine
that indemnification is proper under the circumstances.
Pursuant to Section 78.751(5) of the NOS, the corporation
may advance an officer's or director's expenses incurred in
defending any action or proceeding upon receipt of an
undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement,
stockholder vote or vote of disinterested directors. Section
78.751(6)(b) extends the rights to indemnification and
advancement of expenses to former directors, officers, employees
and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent
has the right to indemnity, Section 78.752 allows the corporation
to purchase and maintain insurance on his behalf against
liability resulting from his corporate role.
Article V, Section 6 of the Company's Bylaws restates the
above-referenced indemnification provisions of the NOS. Article
Nine of the Company's Articles of Incorporation requires the
Company, to the fullest extent permitted by Nevada law, to
indemnify all persons whom it shall have the power to indemnify
under said law against any and all expenses, liabilities or other
makers referred to in or covered thereby, without excluding any
other rights to which the party to be indemnified may be
entitled. This right to indemnification continues as to persons
who have ceased to be agents of the Company and inures to the
benefit of such persons' heirs, executors and administrators.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(i) Financial Statements
June 30, 1994
Independent Auditors' Report
(ii) Financial Statements
December 31, 1995 (Unaudited)
and June 30, 1995 and 1994
Independent Auditors' Report
Balance Sheets, December 31, 1995
(Unaudited) and June 30, 1995
and 1994
Statements of Income for the Six
Months Ended December 31, 1995
and 1994 (Unaudited) and
Cumulative for the Period
September 11, 1980 (Inception)
through December 31, 1995 (Unaudited),
and for the Years Ended June 30, 1995
and 1994 and Cumulative for the Period
September 11, 1980 (Inception) through
June 30, 1995
Statements of Stockholders' Equity
for the Period From September 11,
1980 (Inception) through June 30,
1995 and for the Six Months Ended
December 31, 1995 (Unaudited)
Statements of Cash Flows for the
Six Months Ended December 31,
1995 and 1994 (Unaudited) and for
the Years Ended June 30, 1995 and
1994 and Cumulative for the Period
September 11, 1980 (Inception)
through December 31, 1995 (Unaudited)
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- --------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C> <C>
2 Articles and Plan and Agreement of Merger **
whereby the Company changed its domicile
from the State of Utah to the State of Nevada
by merging into Vis Viva Nevada, effective
June 30, 1995
3.1 Initial Articles of Incorporation filed **
September 11, 1980
3.2 Articles of Amendment filed April 2, 1981, **
reflecting a name change to Vis Viva
Corporation
3.3 Articles of Amendment filed October 14, 1992, **
authorizing action without meeting of stock
holders
3.4 Articles of Incorporation of Vis Viva Nevada **
(now the Company's Articles of Incorporation)
filed June 8, 1995
3.5 Amended and Restated Bylaws exempting the **
Company from the provisions of the Utah
Control Shares Acquisitions Act
3.6 Bylaws of Vis Viva Nevada (now the Company's **
Bylaws)
4.1 Offer to Purchase for Cash Common Capital **
Stock of the Company dated August 14, 1992
4.2 Letter of Transmittal to Tender Shares of **
Common Stock of the Company dated August
14, 1992
5 "Come to rest" opinion of counsel to the **
Company regarding shares of publicly
offered shares of common stock
10 Stock Purchase Agreement between Jack R. **
Coombs and certain former directors and
executive officers of the Company
16.1 Letter on change in certifying accountant of **
Darrell T. Schvaneveldt, Certified Public
Accountant
16.2 Letter on change in certifying accountant of **
Dalton, Gilchrist & Harden, a Professional
Corporation
27 Financial Data Schedule
99 Prospectus dated May 29, 1981 **
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
** These documents and related exhibits have
previously been filed with the Securities and
Exchange Commission and are incorporated
herein by reference.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
VIS VIVA CORPORATION
Date: 6/19/96 By /s/
------------ ------------------
John Michael Coombs
Director and
President
Date: 6-20-96 By /s/
------------ ------------------
Terry S. Pantelakis
Director and Vice
President
Date: 6/19/96 By /s/
------------ ------------------
Sandra E. Hansen
Director and
Secretary/Treasurer
<PAGE>
DALTON, GILCHRIST & HARDEN
A PROFESSIONAL CORPORATION
Independent Auditors' Report
To The Board of Directors
VIS VIVA CORPORATION
Salt Lake City, Utah
We have audited the accompanying balance sheet of VIS VIVA
CORPORATION, (A Development Stage Company) as of June 30, 1994,
and the related statements of income, stockholders' equity and
cash flows for the years ended June 30, 1994, and the period
September 11, 1980 (inception) through June 30, 1994. 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 audit. The financial
statements of VIS VIVA CORPORATION as of June 30, 1993, were
audited by other auditors whose report, dated September 6, 1993,
expressed an unqualified opinion on those statements.
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 audit provides a reasonable basis for our
opinion.
In our opinion, the 1994 financial statements referred to
above present fairly, in all material respects, the financial
position of VIS VIVA CORPORATION, (A Development Stage Company),
as of June 30, 1994, and the results of its operations and its
cash flows for the year June 30, 1994, and the period September
11, 1980 (inception) through June 30, 1994, in conformity with
generally accepted accounting principles.
/s/ Dalton, Gilchrist & Harden
September 26, 1994
Salt Lake City, Utah
175 SOUTH WEST TEMPLE SUITE 770 SALT LAKE CITY, UTAH 84101
(801)532-7871 (801) 532-2600 FAX (801) 532-7872
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
INDEPENDENT AUDITORS' REPORT
AND
FINANCIAL STATEMENTS
December 31, 1995 (Unaudited)
and
June 30, 1995 and 1994
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report 1
Financial Statements
Balance Sheets - December 31, 1995 (Unaudited)
and June 30, 1995 and 1994 2
Statements of Income for the Six Months Ended
December 31, 1995 and 1994 (Unaudited) and
cumulative for the Period September 11, 1980
(Inception) through December 31,1995 (Unaudited),
and for the Years Ended June 30, 1995 and 1994
and Cumulative for the Period September 11, 1980
(Inception) through June 30, 1995 3 - 4
Statements of Stockholders' Equity for the Period
From September 11, 1980 (Inception) through
June 30, 1995 and for the Six Months Ended
December 31, 1995 (Unaudited) 5
Statements of Cash Flows for the Six Months Ended
December 31, 1995 and 1994 (Unaudited) and for
the Years Ended June 30, 1995 and 1994 and
Cumulative for the Period September 11, 1980
(Inception) through December 31, 1995 (Unaudited) 6 - 7
Notes to the Financial Statements 8 - 11
</TABLE>
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
801) 532-2200
Member of AICPA Division of Firms Fax (801 ) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City,
Utah 84111-2693
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders Vis Viva Corporation
We have audited the accompanying balance sheet of Vis Viva
Corporation (a development stage company) as of June 30, 1995,
and the related statements of income, stockholders' equity, and
cash flows for the year ended June 30, 1995, and cumulative for
the period September 11, 1980 (date of inception) through June
30, 1995. 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 audit. The
financial statements of Vis Viva Corporation as of June 30, 1994,
for the year ended June 30, 1994 and from inception through June
30, 1994, were audited by other auditors whose report, dated
September 26, 1994, expressed an unqualified opinion on those
statements. Our opinion, in-so-far as it relates 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 audit 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
audit and the report of the other auditors provides a reasonable
basis for our opinion.
In our opinion, based on our audit and the report of the other
auditors, the 1995 financial statements referred to above present
fairly, in all material respects, the financial position of
Vis Viva Corporation as of June 30, 1995, and the results of its
operations and its cash flows for the year ended June 30, 1995,
and cumulative for the period September 11, 1980 (date of
inception) through June 30, 1995, in conformity with generally
accepted accounting principles.
/s/ Hansen, Barnett & Maxwell
Salt Lake City, Utah
November 17, 1995
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995 1994
----- ---- ----
(Unaudited)
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash
equivalents $ - $ 10,738 $ 101,944
Accrued interest
receivable 13,602 9,865 4,452
Investment in
securities - Note 2 523,368 424,803 285,629
------- ------- -------
Total Current Assets 536,970 445,406 392,025
------- ------- -------
Total Assets $ 536,970 $ 445,406 $ 392,025
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Payable to broker
- Note 8 $ 38,933 $ - $ -
Accounts payable 6,720 650 -
Income tax payable
- Note 7 3,735 399 9,781
Deferred tax liability 19,965 10,615 -
------ ------ -----
Total Current
Liabilities 69,353 11,664 9,781
------ ------ -----
Stockholder Equity
Common Stock -
$0.01 par value;
15,000,000 shares
authorized;
1,270,000 shares issued
and outstanding 12,700 12,700 12,700
Additional paid-in
capital 148,129 148,129 148,129
Unrealized gain on
investment in securities
- net of taxes 40,473 24,198 -
Earnings accumulated
during the development
stage 266,315 248,715 221,415
------- ------- -------
Total Stockholders'
Equity 467,617 433,742 382,244
------- ------- -------
Total Liabilities and
Stockholders' Equity $536,970 $ 445,406 $392,025
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,1980
(Inception)
For the Six Months Ended Through
December 31, December 31,
1995 1994 1995
---- ---- ----
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
Income
Interest income $ 30,920 $ 24,860 $ 355,088
Gain (loss) from
sale of
investments 2,144 (4,700) 78,317
Miscellaneous
income 37 - 9,923
-- --- -----
Total Income 33,101 20,110 443,328
------ ------ -------
Failed acquisition
- Note 3 - - 14,000
Bad debt - Note 3 - - 8,839
Travel and
entertainment 31 717 9,772
Legal fees 6,620 53 19,348
Directors fees 100 - 21,775
Accounting 2,976 - 12,381
Consulting 150 - 2,047
Filing fees and
transfer costs - 51 2,226
Office expenses - 13 3,283
Amortization - - 875
Designing costs - - 850
Miscellaneous 102 683 6,463
--- --- -----
Total Expenses 9,979 1,517 101,859
Interest expense 821 353 10,986
--- --- ------
Income Before
Income Taxes 22,301 18,240 330,483
Income Taxes - Note 7 4,701 3,511 64,168
----- ----- ------
Net Income $ 17,600 $ 14,729 $ 266,315
Earnings Per Share $ 0.01 $ 0.01 $ 0.20
---- ---- ----
Weighted Average
Shares Outstanding 1,270,000 1,270,000 1,309,086
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,1980
(Inception)
For the Years Ended Through
June 30, June 30,
1995 1994 1995
---- ---- ----
<S> <C> <C> <C>
Income
Interest income $ 53,026 $ 36,200 $ 324,168
Gain (loss) from
sale of
investments (4,744) 46,696 76,173
Miscellaneous
income 362 - 9,886
--- --- -----
Total Income 48,644 82,896 410,227
Failed acquisition
- Note 3 - 14,000 14,000
Bad debt - Note 3 - - 8,839
Travel and
entertainment 423 2,204 9,741
Legal fees 4,999 2,587 12,728
Directors fees - - 21,675
Accounting 3,650 1,675 9,405
Consulting - 497 1,897
Filing fees and
transfer costs 227 240 2,226
Office expenses 22 242 3,283
Amortization - - 875
Designing costs - - 850
Miscellaneous 3,277 138 6,361
----- --- -----
Total Expenses 12,598 21,583 91,880
------ ------ ------
Interest expense 3,358 3,283 10,165
----- ----- ------
Income Before
Income Taxes 32,688 58,030 308,782
Income Taxes
- Note 7 5,388 11,781 59,476
Net Income $ 27,300 $ 46,249 $ 248,715
------ ------ -------
Earnings Per Share $ 0.02 $ 0.04 $ 0.19
---- ---- ----
Weighted Average
Shares Outstanding 1,270,000 1,270,000 1,312,307
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
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 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 cash,
$0.20 per share
- - Note 4 (150,000) (1,500) (28,500) - -
Net income for
the period
September 11,
1980 (inception)
through June 30,
1993 - - - - 175,166
--- --- --- --- -------
Balance-June 30,
1993 1,270,000 12,700 148,129 - 175,166
Net income for
the year ended
June 30, 1994 - - - - 46,249
Balance-June
30, 1994 1,270,000 12,700 148,129 - 221,415
Unrealized
gain on
investment
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 24,198 248,715
Unrealized
gain on
investment
in securities
(unaudited) - - - 16,275 -
Net income
for the six
months ended
December 31,
1995
(unaudited) - - - - 17,600
--- --- --- --- ------
Balance -
December 31,
1995
(Unaudited) 1,270,000 $12,700 $148,129$ 40,473 $266,315
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,1980
(Inception)
For the Six Months Ended Through
December 31, December 31,
1995 1994 1995
---- ---- ----
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
Cash Flows From
Operating Activities
Net income $ 17,600 $ 14,729 $ 66,315
Adjustments to
reconcile net
income to net cash
provided
by operating
activities:
Amortization - - 875
(Gain) loss from
sale of investments (2,144) 4,750 (78,318)
Prepaid taxes - - -
Deferred tax
benefit 966 - (884)
Increase in accrued
interest receivable (3,737) (4,335) (13,602)
Change in accounts/
income taxes payable 9,406 (9,274) 10,455
----- ------- ------
Operating Activities 22,091 5,870 184,841
------ ----- -------
Organization costs
paid - - (875)
Purchase of securities(158,759) (138,168) (1,884,590)
Proceeds from sale of
securities 86,997 21,501 1,500,862
Payable to broker 38,933 8,853 38,933
------ ----- ------
Net Cash Provided
(Used) in Investing
Activities (32,829) (107,814) (345,670)
-------- --------- ---------
Net proceeds from
issuance of common
stock - - 190,829
Acquisition and
retirement of
common stock - - (30,000)
--- --- --------
Net Cash Provided
by Financing
Activities - - 160,829
--- --- -------
Net Increase
(Decrease) In Cash (10,738) (101,944) -
Cash and Cash
Equivalents at
Beginning of Period 10,738 101,944 -
------ ------- ---
Cash and Cash
Equivalents at
End of Period $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
For the Period
September 11,1980
(Inception)
For the Years Ended Through
June 30, June 30,
1995 1994 1995
---- ---- ----
<S> <C> <C> <C>
Cash Flows From Operating
Activities
Net income $ 27,300 $ 46,249 $ 248,715
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Amortization - - 875
(Gain) loss from sale
of investments 4,744 (46,697) (76,174)
Prepaid taxes - 43 -
Deferred tax benefit (1,850) - (1,850)
Increase in accrued
interest receivable (5,413) (576) (9,865)
Change in accounts
payable (8,732) (5,818) 1,049
------- ------- -----
Net Cash Provided
(Used) By Operating
Activities 16,049 (6,799) 162,750
------ ------- -------
Cash Flows From Investing
Activities
Organization costs paid - - (875)
Purchase of securities (536,907) (612,204) (1,725,831)
Proceeds From sale of
securities 429,652 651,580 1,413,865
Payable to broker - - -
--- --- ---
Net Cash Provided (Used)
in Investing Activities (107,255) 39,376 (312,841)
--------- ------ ---------
Net proceeds from
issuance of common
stock - - 190,829
Acquisition and
retirement of
common stock - - (30,000)
--- --- --------
Net Cash Provided by
Financing Activities - - 160,829
--- --- -------
Net increase (Decrease)
In Cash (91,206) 32,577 10,738
Cash and Cash Equivalents
at Beginning of Period 101,944 69,367 -
------- ------ ---
End of Period $ 10,738 $ 101,944 $ 10,738
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
VIS VIVA CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994
(Information with respect to December 31, 1995
and for the six months ended December 31, 1995 and 1994 is
unaudited)
NOTE l--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
Visa Viva Corporation (the Company) was incorporated under
the laws of the State of Utah on September 11, 1980. On June 30,
1995, the Company was reorganized under the laws of 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 profit potential for the
Company.
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 a line item in stockholders' equity net of related
income taxes. Gains and losses are based on the net proceeds less
the cost basis of the security sold, using the specific
identification method. During prior years, investments were
accounted for at cost. The change to the new standard had no
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.
NOTE 2--INVESTMENT IN SECURITIES
The investment in securities consist of the following items at
December 31, 1995 (unaudited) and June 30, 1995:
<TABLE>
<CAPTION>
December 31, 1995 (Unaudited)
-----------------------------
Maturity Face Market
Issue Date Amount Cost Value
- ----- ---- ------ ---- -----
<S> <C> <C> <C> <C>
Southeast Public
Service February 1998 $ 43,000 $ 44,079 $ 42,785
Tesoro Petroleum
Corp. December 2000 50,000 49,502 52,063
Maxxam, Inc. May 2000 52,000 53,307 53,820
Trump Castle November 2003 200,000 110,496 175,500
Orient Express
Hotels, Inc. September 1998 45,000 45,903 45,450
Hechinger November 2012 50,000 36,753 34,000
Wickes Lumber December 2003 50,000 39,253 35,500
Claridge Hotel February 2002 100,000 82,753 84,250
------- ------ ------
$590,000 $462,046 $523,368
</TABLE>
<TABLE>
<CAPTION>
June 30, 1995
-------------
Maturity Face Market
Issue Date Amount Cost Value
- ----- ---- ------ ---- -----
<S> <C> <C> <C> <C>
Southeast Public
Service February 1998 $ 43,000 $ 44,079 $ 42,785
Tesoro Petroleum
Corp. December 2000 50,000 49,502 51,000
Maxxam, Inc. May 2000 52,000 53,307 54,080
Orient Express
Hotels, Inc. September 1998 50,000 51,003 50,188
Trump Castle November 2003 200,000 110,496 148,000
ICH Corporation December 1996 100,000 79,753 78,750
------- ------ ------
$495,000 $388,140 $424,803
</TABLE>
The Company had gross proceeds for sales of securities "available
for sale" of $86,997 (Unaudited), $21,501 (Unaudited), $429,652,
$651,580, $1,500,862 (Unaudited) and $1,413,865, for the six
months ended December 31, 1995 and 1994 and for the year ended
June 30, 1995 and 1994 and for the cumulative period September
11, 1980 (Inception) through December 31, 1995 and June 30, 1995,
respectively.
The cost of investments were determined on the specific
identification method. The net change in unrealized holding gains
for the six months ended December 31, 1995 and the year
ended June 30, 1995 was $16,275 (Unaudited) and $24,198,
respectively. SFAS 115 was adopted for the year ended June 30,
1995.
NOTE 3--FAILED ACQUISITION AND BAD DEBT
The Company advanced money to WorldWide FiberComm, Inc. for a
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, 1994, 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 1991,
Draycott Corporation began making payments on the receivable.
Payments totaled $1,324 in 1993, $1,000 in 1992, and $3,400 in
1991. These amounts were offset against bad debt expense. No
payments were made in 1995 and 1994.
NOTE 4--RETIREMENT OF STOCK
In December of 1988 the Company purchased 150,000 shares of its
common stock for $30,000 and subsequently retired the shares.
NOTE 5--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the years ended June 30, 1995 and 1994 and the
period from inception through June 30, 1995, for interest (from
margin accounts) and income taxes were as follows:
<TABLE>
<CAPTION>
Cumulative
for the Period
September 11, 1980
For the Six For the Years (Inception)
Months Ended Ended through
December 31, June 30, December 31,
1995 1994 1995 1994 1995
---- ---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Interest
paid $ 821 $ 353 $ 3,358 $3,283 $ 10,986
Income
taxes paid 399 10,785 16,785 5,963 61,317
</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 1995.
Fees paid in legal expenses for the six months ended December 31,
1995 and 1994 and for the year ended June 30, 1995 and 1994 were
$6,620 (unaudited), $52 (unaudited), $4,994, $2,582,respectively,
and $19,348, for the period September 11, 1980 (inception)
through December 31, 1995.
NOTE 7--INCOME TAXES
Deferred taxes are recognized for differences between the bases
of assets for financial statement and income tax purposes. The
temporary differences relate to losses on the sale of investments
(capital losses) and unrealized gains on investments in
securities.
Income tax expense relating to operations consisted of the
following:
<TABLE>
<CAPTION>
Cumulative
for the Period
September 11, 1980
For the Six For the Years (Inception)
Months Ended Ended through
December 31, June 30, December 31,
1995 1994 1995 1994 1995
---- ---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Current -
Federal $ 3,735 $ 2,596 $ 5,358 $ 8,879 $ 51,268
State - 915 1,880 2,902 15,329
--- --- ----- ----- ------
3,735 3,511 7,238 11,781 66,597
----- ----- ----- ------ ------
Deferred-
Federal 729 - (1,613) - (884)
State 237 - (237) - -
--- --- ----- --- ---
966 - (1,850) - (884)
Income
Taxes $ 4,701 $ 3,511 $ 5,388 $11,781 $ 65,713
</TABLE>
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, 1980
For the Six For the Years (Inception)
Months Ended Ended through
December 31, June 30, December 31,
1995 1994 1995 1994 1995
---- ---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Tax at
Federal
statutory
rate (34%)$ 7,583 $ 6,202 $ 11,170 $ 19,827 $115,866
State
income
taxes, net
of federal
benefit 156 601 1,084 1,916 13,254
Effect of
lower
rates (3,038) (3,292) (6,866) (9,962) (63,407)
------- ------- ------- ------- --------
Expense
From
Income
Taxes $ 4,701 $ 3,511 $ 5,388 $ 11,781 $ 65,713
</TABLE>
The components of the net deferred tax liability are as follows
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995 1994
---- ---- ----
(Unaudited)
<S> <C> <C> <C>
Deferred Tax Liabilities
Unrealized gain on investments
in securities $20,849 $ 12,465 $ -
Deferred Tax Assets
Capital loss carry forwards (884) (1,850) -
Net Deferred Tax Liability $19,965 $ 10,615 $ -
</TABLE>
The provision for income taxes allocated to the unrealized gain
on investment in securities was $8,384 during the six months
ended December 31, 1995 (unaudited) and $ 12,465 during the year
ended June 30, 1995.
NOTE 8--PAYABLE TO BROKER
The Company has a margin account with its broker of which there
was a balance of $38,947 (unaudited) at December 31, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001010579
<NAME> VIS VIVA CORPORATION
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> JUN-30-1995 JUN-30-1996
<PERIOD-END> JUN-30-1995 DEC-31-1995
<CASH> 10,738 0
<SECURITIES> 424,803 523,368
<RECEIVABLES> 9,685 13,602
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 445,406 536,970
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 445,406 536,970
<CURRENT-LIABILITIES> 11,664 69,353
<BONDS> 0 0
0 0
0 0
<COMMON> 12,700 12,700
<OTHER-SE> 421,042 454,917
<TOTAL-LIABILITY-AND-EQUITY> 445,406 536,970
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 12,598 9,979
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,358 821
<INCOME-PRETAX> 32,688 22,301
<INCOME-TAX> 5,388 4,701
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 27,300 17,600
<EPS-PRIMARY> 0.02 0.01
<EPS-DILUTED> 0 0
</TABLE>
