<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 December 31, 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
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(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
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<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:
December 31, 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.
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<TABLE>
VIS VIVA CORPORATION
(A Development Stage Company)
BALANCE SHEET
<CAPTION>
(Unaudited)(Unaudited) Cumulative
12-31-99 12-31-98 6-30-99
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ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents 0 0 0
Accrued interest receivable 28555 18132 36740
Investments in securities - market 447821 522952 418999
Prepaid income taxes 2174 3394 0
Deferred tax asset 62160 32128 93119
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Total Current Assets 540710 576606 548858
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Total Assets 540710 576606 548858
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Brokerage margin account payable 88381 99170 116360
Income tax payable 0 0 2173
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Total Current Liabilities 88381 99170 118533
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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 -154182 -110565 -180760
Earnings accumulated during the
development stage 419432 427172 450256
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Total Stockholders' Equity 452329 477436 430325
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Total Liabilities & Equity 540710 576606 548858
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</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 Six Months Ended
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12-31-99 12-31-98 12-31-99 12-31-98
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<S> <C> <C> <C> <C>
Revenues
Interest income 6420 5205 21074 37586
Gains from sale of investing 320 -4645 320 -12152
Dividend income 1 53 1 861
Miscellaneous income
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Total Revenues 6741 613 21395 26295
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Expenses
Accounting & auditing 375 2042 4375 4375
Annual service fees
Automobile expenses
Directors fees
Entertainment 130
Legal fees 10322 1347 15302 1975
Legal costs
Interest expense 2319 1380 4403 1507
Office expenses 251 35
Rent 653 653
Miscellaneous 105 222
Subscriptions
Taxes and licenses
Travel expenses 1416 1363
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Total Expenses 13121 5422 25969 10038
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Net Ordinary Income -6380 -4809 -4574 16257
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Federal Income Taxes - est 0 0 0 2439
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Net Income -6380 -4809 -4574 13818
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</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 Six Months Ended
--------------------------
12-31-99 12-31-98
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<S> <C> <C>
Cash Flow From Operating Activities
Net Income (Loss) -4574 13818
Gains from sale of investments 320 -12152
Decrease in accrued interest -8185 4897
Decrease in accounts payable 2173 0
Increase in prepaid expenses -2174 2183
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Cash Provided By Operating Activities -12440 8746
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Cash Flows From Investing Activities
Purchase of securities 0 -339893
Proceeds from sale of securities 8796 141239
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Net Cash Used In Investing Activities 8796 -198654
Cash Flows From Financing Activities
Increase in proceeds from brokarge
Margin account borowings -27979 99170
Funds from excercise of Stock Options 26250
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Cash Provided By Financing Activities -1729 99170
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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
<PAGE>
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 conjunction 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 $26,250.00 or $0.25 per share.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
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The Company has not engaged in any material operations since its
inception or during the quarterly period ended December 31, 1999. During
this period, the Company received revenues totaling $6,420 from interest and
$321 from investing and dividends. During the same period, total expenses
were $13,121 for a net loss totaling ($6,380).
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 December 31, 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 $447,821 at December 31, 1999.
Results of Operations.
- ----------------------
During the quarterly period ended December 31, 1999, the Company
had no business operations. During this period, the Company received total
revenues of $6,741 and had a net loss of ($6,380).
Liquidity.
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At December 31, 1999, the Company had total current assets of
$540,710, with total current liabilities of $88,381. Total stockholder's
equity was $452,329. 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable. However, the Company has scheduled a special
meeting of the shareholders for February 18, 2000 at 10:00 a.m. to vote on and
approve the pending merger transaction with WideBand Corporation.
Item 5. Other Information.
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None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
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(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: 1/25/00 By /s/John Michael Coombs
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John Michael Coombs
Director and President
Date: 1/25/00 By /s/Angelo Vardakis
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Angelo Vardakis
Director and Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001010579
<NAME> VIS VIVA CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 447821
<RECEIVABLES> 28555
<ALLOWANCES> 0
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<PP&E> 0
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<TOTAL-ASSETS> 540710
<CURRENT-LIABILITIES> 88381
<BONDS> 0
0
0
<COMMON> 13750
<OTHER-SE> 438579
<TOTAL-LIABILITY-AND-EQUITY> 540710
<SALES> 0
<TOTAL-REVENUES> 21395
<CGS> 0
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<OTHER-EXPENSES> 21566
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4403
<INCOME-PRETAX> (4574)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4574)
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<NET-INCOME> (4574)
<EPS-BASIC> (0.003)
<EPS-DILUTED> (0.003)
</TABLE>
