<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-28002
VIS VIVA CORPORATION
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0363656
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
124 South 600 East, Suite 100
Salt Lake City, Utah 84102
--------------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 359-0833
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
September 30, 1999
1,375,000
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
<PAGE>
<TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
BALANCE SHEET
<CAPTION>
(Unaudited)(Unaudited) Cumulative
9-30-99 9-30-98 6-30-99
---------- ----------- --------
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents 0 0 0
Accrued interest receivable 26807 19131 36740
Investments in securities - market 378004 405158 418999
Prepaid expenses 0 5577 0
Deferred tax asset 98158 48426 93119
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Total Current Assets 502969 478292 548858
--------- ---------- --------
Total Assets 502969 478292 548858
--------- ---------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Brokerage margin account payable 98128 11297 116360
Income tax payable 2173 0 2173
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Total Current Liabilities 100301 11297 118533
--------- ---------- --------
Stockholders' Equity
Common Stock - $0.01 par value;
15,000,000 shares authorized;
1,375,000 shares outstanding 13750 12700 12700
Additional paid-in capital 173329 148129 148129
Unrealized gain on investment in
securities - net of taxes -196478 -96486 -180760
Earnings accumulated during the
development stage 412067 402652 450256
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Total Stockholders' Equity 402668 466995 430325
--------- ---------- --------
Total Liabilities & Equity 502969 478292 548858
--------- ---------- --------
</TABLE>
The accompanying notes are an integral part of these financial
statements
<TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENT OF INCOME
<CAPTION>
Three Months Ended Nine Months Ended
------------------- -----------------
09-30-99 09-30-98 09-30-99 09-30-98
------------------- -----------------
<S> <C> <C> <C> <C>
Revenues
Interest income 8561 10276 45307 56959
Gains from sale of investing 0 -7506 12898 -24048
Dividend income 0 808 50 1068
Miscellaneous income 0 0 0 0
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Total Revenues 8561 3578 58255 33979
------------------- -----------------
Expenses
Accounting & auditing 4000 2333 4750 3133
Automobile expenses 0 0 0 358
Directors fees 0 0 1000 1500
Entertainment 107 130 1082 1052
Legal fees 12630 628 16087 5659
Legal costs 0 0 0 0
Interest expense 2085 1967 6971 8279
Office expenses 262 35 971 1118
Rent 0 0 666 1226
Subscriptions 0 0 0 0
Taxes and licenses 0 0 85 85
Travel expenses 1416 1363 1416 1761
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Total Expenses 20500 6456 33028 24171
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Net Ordinary Income -11939 -2878 25227 9808
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Federal Income Taxes - est 0 0 3784 1471
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Net Income -11939 -2878 21443 8337
------------------ -----------------
</TABLE>
The accompanying notes are an integral part of these financial
statements
<TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Three Months Ended
--------------------------
9-30-99 9-30-98
--------- ----------
<S> <C> <C>
Cash Flow From Operating Activities
Net Income (Loss) -11939 -2878
Gains from sale of investments 0 -7506
Decrease in accrued interest 9933 3898
Increase in tax benefit -6012 -2040
Increase in accounts payable 0 0
Decrease in prepaid expenses 0 0
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Cash Provided By Operating Activities -8018 -8526
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Cash Flows From Investing Activities
Purchase of securities 0 -114057
Proceeds from sale of securities 0 3596
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Net Cash Used In Investing Activities 0 -110561
Cash Flows From Financing Activities
Increase in proceeds from brokarge
margin account borowings -18232 11297
Funds from exercise of Stock Options 26250 0
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Cash Provided By Financing Activities 8018 11297
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Net Increase (Decrease) in Cash 0 -90738
Cash and Cash Equivalents At Beginning 0 90738
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Cash and Cash Equivalents At End Of Period 0 0
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</TABLE>
The accompanying notes are an integral part of these financial
statements
VIS VIVA CORPORATION
Notes to Financial Statements
Note # 1 - Statement Preparation
The Company has prepared the accompanying financial statements
with interim financial reporting requirements promulgated by
the Securities and Exchange Commission. The information
furnished reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of financial
position and results of operation.
The financial statements should be read in conjuction with the
financial statements and notes thereto included in the Company's
1999 10-KSB report.
On August 25, 1999 stock options to acquire 105,000 shares of
common stock were exercised for $26,250 or $0.25 per share.<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations since its
inception or during the quarterly period ended September 30, 1999. During
this period, the Company received revenues totaling $8,561 from interest.
During the same period, total expenses were $20,500 and net loss totaled
($11,939).
On August 9, 1999, the Company entered into a Memorandum of Intent
with WideBand Corporation, a Missouri corporation ("WideBand"), whereby the
Company agreed to issue 12,801,819 "unregistered" and "restricted" shares of
its common stock to the existing stockholders of WideBand in exchange for all
of the issued and outstanding shares of WideBand's common stock. The
execution of this Memorandum of Intent was disclosed in a Current Report on
Form 8-K dated August 9, 1999, which was filed with the Securities and
Exchange Commission on August 24, 1999, and which is incorporated herein by
reference. See Item 13 of this Report.
The Company's plan of operation for the next 12 months is to complete
the WideBand merger and continue with the business operations of WideBand, or,
if the WideBand transaction is not completed, to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. As with the WideBand merger, management anticipates that
to achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for such acquisition.
Upon completion of the WideBand merger, as to which there can be no
assurance, the Company will take over WideBand's operations, and the plan of
operation of WideBand will become that of the Company. The Company will
timely file with the Securities and Exchange Commission periodic reports
disclosing its plan of operation following the completion of the WideBand
merger.
If it is not able to complete the WideBand merger, during the next 12
months, the Company's only foreseeable cash requirements will relate to
maintaining the Company in good standing and preparing and filing its reports
under Section 13 of the 1934 Act or the payment of expenses associated with
reviewing or investigating any potential business venture, which the Company
expects to pay from its cash resources. As of September 30, 1999, it had no
cash or cash equivalents; payment of such expenses would likely require the
Company to sell a small portion of its investment portfolio, which was valued
at $378,004 at September 30, 1999.
Results of Operations.
- ----------------------
During the quarterly period ended September 30, 1999, the Company
had no business operations. During this period, the Company received total
revenues of $8,561 from interest and had net loss of ($11,939).
Liquidity.
- ----------
On August 25, 1999 stock options to acquire 105,000 shares of
common stock were exercised for $26,250 or $0.25 per share. At September 30,
1999, the Company had total current assets of $502,969, with total current
liabilities of $100,301. Total stockholder's equity was $402,668. If the
WideBand acquisition is not completed, in order to meet its expenses during
the next 12 months, management expects that the Company will be required to
sell a small portion of its holdings of the securities of other companies.
Year 2000.
- ----------
The Company presently has not material operations, and is presently
in negotiations with WideBand regarding a potential merger. If the
acquisition is completed, the Year 2000 issues will be those of WideBand.
WideBand has determined that its products will function accurately
and without interruption before, during and after January 1, 2000, without any
change in operations associated with the advent of the new century. WideBand
has also determined that its own internal operations and delivery schedules,
to the extent that they may affect the provision of its products, will not be
significantly affected as a result of the date change to January 1, 2000.
The Company can give no assurance that third parties with whom it or
Wide Band does business (e.g., banks and utilities) will ensure Year 2000
compliance in a timely manner or that, if they do not, their computer systems
will not have an adverse effect on the Company. However, the Company does not
believe that Year 2000 compliance issues of such third parties will result in
a material adverse effect on its financial condition or results of operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
Financial Data Schedule.
(b) Reports on Form 8-K.
8-K Current Report dated August 9, 1999 filed with the
Securities and Exchange Commission on August 24, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIS VIVA CORPORATION
Date: 10/20/99 By /s/ John Michael Coombs
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John Michael Coombs
Director and President
Date: 10-20-99 By /s/ Terry S. Pantelakis
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Terry S. Pantelakis
Director and Vice President
Date: 10-20-99 By /s/ Angelo Vardakis
-------------- -------------------------------------
Angelo Vardakis
Director and Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001010579
<NAME> VIS VIVA CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 378004
<RECEIVABLES> 26807
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 502969
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 502969
<CURRENT-LIABILITIES> 100301
<BONDS> 0
0
0
<COMMON> 13750
<OTHER-SE> 388918
<TOTAL-LIABILITY-AND-EQUITY> 502969
<SALES> 0
<TOTAL-REVENUES> 8561
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18415
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2085
<INCOME-PRETAX> (11939)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11939)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11939)
<EPS-BASIC> (0.008)
<EPS-DILUTED> (0.008)
</TABLE>
