UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
AMENDMENT NO. 2
Central Visions, Inc.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0981247
------------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
2958 Braithwood Court
Atlanta, GA 30345
----------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 414-9596
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
None None
----------------------------------- -------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
<PAGE>
PART I
Item 1. Description of Business
Business Development
Central Visions, Inc. (the "Company") was organized on February 15,
2000, under the laws of the State of Florida, having the stated purpose of
engaging in any lawful activities. The Company was formed with the contemplated
purpose to engage in mergers and acquisitions.
The Company has never engaged in an active trade or business. The
Company has received gross proceeds in the amount of $1,100 from the sale of a
total of 5,500,000 shares of common stock, $.0001 par value per share (the
"Common Stock"), pursuant to Section 3(b) and 4(2) of the Act, and Rule 506 and
701 of Regulation D promulgated thereunder. The sales were made in the State of
Georgia and the State of Florida. The Company undertook the sale and issuance of
shares of Common Stock on February 15, 2000. (See "Recent Sales of Unregistered
Securities")
The Company is considered a development stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate a merger or acquisition with a private entity. Because of the
Company's current status of having limited assets and no recent operating
history, in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Company.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business as a potential business
combination candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial statements. The
Company intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 2958
Braithwood Court, Atlanta, GA 30345 and its telephone number is (770) 414-9596.
-2-
<PAGE>
Business of Issuer
The Company has no operating history and no representation is made, nor
is any intended, that the Company will carry on any future business activity.
Further, there can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity or property
that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or business
opportunities. The Company currently has no commitment or arrangement, written
or oral, to participate in any business opportunity and management cannot
predict the nature of any potential business opportunity it may ultimately
consider. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
The sole Officer and Director of the Company is affiliated with other
shell corporations that also seek business combinations. Presently, those
corporations are Amenity Zone, Inc., ReCon.com, Inc. and Dolphin.com, Inc. In
addition, the sole Officer and Director may in the future form other shell
corporations or engage in a variety of other businesses.
The maximum amount of time the sole Officer and Director will devote to
the business of all these corporations will be approximately five (5) to twenty
(20) hours each month. There exists potential conflicts of interest therein
including allocation of time between the Company and such other business
entities.
Other conflicts with other shell corporations with which the sole
Officer and Director of the company is currently affiliated or with which he may
become affiliated in the future in the pursuit of business combinations may
arise. These conflicts will involve only Mark A. Mintmire. None of such entities
has entered into an agreement to acquire any business or has acquired any
business. To aid in the resolution of any possible conflicts, Mr. Mintmire and
all corporations involved have agreed to present all acquisition candidates to
each of the shell corporations in the date order of the filing of their
registration statements under the Securities Act.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officer and director, consultants, special
advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Company will most likely have to rely on
outside sources, not otherwise associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or merger. The Company will rely upon the expertise and contacts of such
persons, will use notices in written publications and personal contacts to find
merger and acquisition candidates, the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship with management. To date, the Company has not engaged nor entered
into any definitive agreements nor understandings regarding retention of any
consultant to assist the
-3-
<PAGE>
Company in its search for business opportunities, nor is management presently in
a position to actively seek or retain any prospective consultants for these
purposes.
The Company does not intend to restrict its search to any specific kind
of industry or business. The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Item 5. Directors,
Executive Officers, etc.") or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Management
may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company's
limited capital it may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity. Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
-4-
<PAGE>
Form of Potential Acquisition or Merger
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's lack of assets and relevant operating history,
it is likely that any potential merger or acquisition with another operating
business will require substantial dilution to the Company's existing
shareholders interests. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises. Management may actively negotiate or otherwise consent to
the purchase of any portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition. In such an event, existing
shareholders may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction. However the terms of the sale of shares
held by present management of the Company will be extended equally to all other
current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, consultants, or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's Regulation D or other rule, or provision for exemption, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition.
-5-
<PAGE>
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed upon at
that time. A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Current management has not in the past used
any particular consultants, advisors or finders. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with any
person. It is possible that a potential merger or acquisition candidate would
have its own finder's fee arrangement, or other similar business brokerage or
investment banking arrangement, whereupon the terms may be governed by a pre-
existing contract; in such case, the Company may be limited in its ability to
affect the terms of compensation, but most likely the terms would be disclosed
and subject to approval pursuant to submission of the proposed transaction to a
vote of the Company's shareholders. Management cannot predict any other terms of
a finder's fee arrangement at this time. If such a fee arrangement was proposed,
independent management and the director would negotiate the best terms available
to the Company so as not to compromise the fiduciary duties of the
representative in the proposed transaction, and the Company would require that
the proposed arrangement would be submitted to the shareholders for prior
ratification in an appropriate manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any officer or director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. The Company's management has not had any contact,
discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
Possible Blank Check Company Status
While the Company may be deemed a "shell" company at this time, it does
not constitute a "blank check" company under pertinent securities law standards.
Accordingly, the Company is not subject to securities regulations imposed upon
companies deemed to be "blank check companies." If the Company were to file a
registration statement under Securities Act of 1933 and, at such time, priced
its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.
If in the future the Company were to become a blank check company,
adverse consequences could attach to the Company. Such consequences can include,
but are not limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting control to public
shareholders and the additional steps required to comply with various federal
and state laws enacted for the protection of investors, including so-called
"lock-up" agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.
-6-
<PAGE>
Many states (excluding Florida where the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the companies securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
described herein. In the event the Company undertakes the filing of a
registration statement under circumstances that classifies it as a blank check
company the provisions of Rule 419 and other applicable provisions will be
complied with.
Rights of Shareholders
The Company's Articles of Incorporation expressly provide that the
Board of Directors is authorized to enter into on behalf of the corporation and
to bind the corporation without shareholder approval, any and all acts approving
the terms and conditions of a merger and/or a share exchange, and shareholders
affected thereby, shall not be entitled to dissenters rights with respect
thereto under any applicable statutory dissenters rights provision. This
provision expressly eliminates shareholder participation in the merger and/or
share exchange contemplated by the Company and expressly eliminates any
shareholders dissenters rights. The Company does not intend to provide its
shareholders with complete disclosure documentation including audited finance
statements concerning a target company and its business prior to any mergers or
acquisitions.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using at no cost to the Company, as its
principal place of business offices of its current management, Mark A. Mintmire,
located in Atlanta, Georgia. Although the Company has no written agreement and
pays no rent for the use of this facility, it is contemplated that at such
future time as an acquisition or merger transaction may be completed, the
Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
-7-
<PAGE>
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to part F/S of this Form
10-SB for a report of the Company's operating history.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a shareholder,
specifically M. Investments, Inc. (see Item 4, Security Ownership of Certain
Beneficial Owners and Management. M. Investments, Inc. is the controlling
shareholder). M. Investments, Inc. has agreed to pay future costs associated
with filing future reports under Exchange Act of 1934 if the Company is unable
to do so. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of M.
Investments, Inc. to fund required 34 Act filings. Repayment of any such funding
will also be subject to such negotiations. However, unless the Company is able
to facilitate an acquisition of or merger with an operating business or is able
to obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target
-8-
<PAGE>
company must repay funds advanced by its officer and director. Management
intends to hold expenses to a minimum and to obtain services on a contingency
basis when possible. Further, the Company's officer and director will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business opportunity provide his remuneration. However,
if the Company engages outside advisors or consultants in its search for
business opportunities, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property. There are no preliminary agreements or understandings with respect to
office facilities in the future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of
the Company as of February 28, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock and the officer and director of the Company.
Name of Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
---------------------------- -------------------- -------------------
M. Investments, Inc. 5,000,000 90.91%
2958 Braithwood Court
Atlanta, GA 30345
Donald F. Mintmire 500,000 9.09%
265 Sunrise Avenue, #204
Palm Beach, FL 33480
All Executive Officer and Directors
as a Group (one person) 5,500,000 100%
----------------------
-9-
<PAGE>
(1.) M. Investments, Inc. is wholly owned by Mark A. Mintmire.
Item 5. Directors, Executive Officer, Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act.
The officer and director of the Company and his respective age is as
follows:
Name Age Position
---------------- ---- ----------------------------------
Mark A. Mintmire 29 President, Secretary Treasurer, and Director
The director will hold office until the next annual meeting of
stockholders and until a successor(s) has been duly elected and qualified. There
are no agreements with respect to the election of directors. The Company has not
compensated its director for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officer are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, or officer, affiliate or promoter of the Company has,
within the past five years, filed any bankruptcy petition, been convicted in or
been the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of the person listed above during the past five
years is as follows:
Mr. Mark A. Mintmire graduated from Georgia State U niversity as a
Graduate Research Assistant in June 1999. Mr. Mintmire worked as an Analyst for
Modern Computer Systems, Inc. between October 1997 and August 1998. From
September 1996 to present, Mr. Mintmire has maintained a relationship with GC
International as a Financial Consultant as well as with The Hyatt Regency as a
Special Events Server. Mr. Mintmire's main focus from April 1992 to August 1998
was that of Owner and Manager of The Highlander Restaurant located in Atlanta,
Georgia. He has also served as the sole officer and director of SD Products,
Inc., a Florida corporation since April 15, 1998.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officer and director and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officer, directors and
-10-
<PAGE>
greater than 10% shareholders are required by Commission regulations to furnish
the Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, Mr. Mark A. Mintmire comprising all of the Company's executive
officer, directors and greater than 10% beneficial owners of its common Stock,
has complied with Section 16(a) filing requirements applicable to them during
the Company's most recent fiscal year.
Item 6. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officer or director. The
Company has not paid any salaries or other compensation to its officer and
directors or employees since the inception to the present. Further, the Company
has not entered into an employment agreement with its officer, director or any
other persons and no such agreements are anticipated in the immediate future. It
is intended that the Company's officer and director will defer any compensation
until such time as an acquisition or merger can be accomplished and will strive
to have the business opportunity provide his remuneration. As of the date
hereof, no person has accrued any compensation from the Company.
Item 7. Certain Relationships and Related Transactions
On February 15, 2000, the Company issued and sold 5,000,000 shares of
its common stock to M. Investments, Inc., in consideration and exchange for
$1,000.00 in connection with the organization of the Company.
Also on February 15, 2000, the Company issued and sold 500,000 shares
of its common stock to Donald F. Mintmire, in consideration and exchange for
$100.00 in connection with the organization of the Company.
In addition M. Investments, Inc. has paid for the cost and expenses
associated with the filing of this Form 10-SB and other operations of the
Company.
At the current time, the Company has no provision to issue any
additional securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
authorized but unissued Common Stock and Preferred Stock which may be issued
without further shareholder approval or notice, the Company intends to reserve
such stock for offerings for acquisitions.
During the Company's existence there have not been any other
transactions between the Company and any officer, director, nominee for election
as director, or any shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
-11-
<PAGE>
Mark A. Mintmire, the sole shareholder of M. Investments, Inc., may be
deemed to be a "promoter" of the Company as that term is defined under the Rules
and Regulations promulgated under the Act.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock,
no par value, of which 5,500,000 shares are issued and outstanding as of the
date hereof. All shares of common stock have equal rights and privileges with
respect to voting, liquidation and dividend rights. Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each share held
of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares of Common Stock or any other securities. The
Common Stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or
more series as may be determined by the Board of Directors. The voting powers
and preferences, the relative rights of each such series and the qualifications,
limitations and restrictions thereof shall be established by the Board of
Directors, except that no holder of Preferred Stock shall have preemptive
rights. At the present time no terms, conditions, limitations or preferences
have been established. The Company has no shares of Preferred Stock outstanding,
and the Board of Directors has no plan to issue any shares of preferred Stock
for the foreseeable future unless the issuance thereof shall be in the best
interests of the Company.
Certain Provision of Florida Law
Section 607.0902 of the Florida Business Corporation Act prohibits the
voting of shares in a publicly-held Florida corporation that are acquired in a
"control share acquisition" unless the holders of a majority of the
corporation's voting shares (exclusive of shares held by officer of the
corporation, inside directors or the acquiring party) approve the granting of
voting rights as to the shares acquired in the control share acquisition or
unless the acquisition is approved by the corporation's board of directors,
unless the corporation's articles of incorporation or bylaws specifically state
that this section does not apply. A "control share acquisition" is defined as an
acquisition that immediately thereafter entitles the acquiring party to vote in
the election of directors within each of the following ranges of voting power;
(i) one-fifth or more, but less than one-third of such voting power; (ii)
one-third or ore, but less than a majority of such voting power; and, (iii) more
than a majority of such voting power. The Articles of Incorporation of the
Company specifically state that Section 607.0902 does not apply to control-share
acquisitions of shares of the Company.
-12-
<PAGE>
Part II
Item 1. Market For Common Equity and Other Shareholder Matters.
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company does not presently intend to make
application to the NASD for the Company's shares to be quoted on the OTC
Bulletin Board.
The Company is not aware of any existing trading market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans, proposals, arrangements or understandings with any person(s) with
regard to the development of a trading market in any of the Company's
securities.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker- dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of February 28, 2000, there were 2 holders of record of the
Company's common stock.
-13-
<PAGE>
As of the date hereof, the Company has issued and outstanding 5,500,000
shares of common stock. Such shares may not be sold or otherwise transferred
without restriction pursuant to the terms of Rule 144 ("Rule 144") of the Act.
Shares issued pursuant to Rule 144 may not be sold and/or transferred without
further registration under the Act or pursuant to an applicable exemption.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Item 2. Legal Proceedings
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
The Company has received gross proceeds in the amount of $1,100 from
the sale of a total of 5,500,000 shares of common stock, $.0001 par value per
share (the "Common Stock"), pursuant to Section 3(b) and 4(2) of the Act, and
Rule 506 of Regulation D promulgated thereunder. 5,000,000 of such shares were
issued pursuant to 4(2) and Rule 506, and the remaining 500,000 shares were
issued pursuant to 3(b) and Rule 701. The sales were made pursuant to applicable
exemptions in the State of Georgia and the State of Florida. The Company
undertook the sale and issuance of shares of Common Stock on February 15, 2000.
Item 5. Indemnification of Directors and Officers
Article X of the Company's Amended Articles of Incorporation contains
provisions providing for the indemnification of directors and officers of the
Company as follows:
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, of any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is otherwise serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner 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, has no reasonable cause to believe his conduct is unlawful. The
termination of any action, suit or proceeding, by judgment, order, settlement,
conviction upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not
-14-
<PAGE>
act in good faith in a manner 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 reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not, opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition or such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
-15-
<PAGE>
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representative of such a person.
Transfer Agent
The Company is serving as its own transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements have been examined to the extent
indicated in their reports by Dorra, Shaw, & Dugan, independent certified
accountants, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein, on Page F-1 hereof
in response to Part F/S of this Form 10-SB.
CENTRAL VISIONS, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Developmental Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Central Visions, Inc.
Atlanta, Georgia
We have audited the accompanying balance sheet of Central Visions, Inc. (a
Florida corporation) and (a development stage company) as of February 29, 1999
and the related statements of operations, deficit accumulated during the
developmental stage, cash flows and changes in stockholders' equity for the
period February 15, 2000 (date of inception) to February 29, 1999. 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.
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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Central Visions, Inc. as of
February 29, 1999 and the results of its operations and its cash flows and
changes in stockholders' equity for the period from February 15, 2000 (date of
inception) to February 29, 1999 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra, Dugan & Shaw
----------------------------------
Certified Public Accountants
March 2, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 832-7580
Website: dsd-cpa.com
F-1
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)
BALANCE SHEET
February 29, 2000
------------------------------------------------------------------------------ ---------------
<S> <C>
ASSETS
Current Assets:
Cash $ 1,100
---- ------------------------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 1,100
------------------------------------------------------------------------------ ---------------
$ 1,100
---- ------------------------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 588
---- ------------------------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES 588
------------------------------------------------------------------------------ ---------------
588
---- ------------------------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,500,000 shares issued and outstanding 550
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 3,050
Deficit accumulted during the developmental stage (3,088)
---- ------------------------------------------------------------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 512
------------------------------------------------------------------------------ ---------------
$ 1,100
---- ------------------------------------------------------------------------- ---------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the period February 15, 2000 (date of inception) to February 29, 2000
------------------------------------------------------------------------------ ----------------
<S> <C>
Revenues $ -
------------------------------------------------------------------------------ ----------------
Operating expenses:
Professional fees $ 3,000
Organizational costs 88
--- -------------------------------------------------------------------------- ----------------
3,088
--- -------------------------------------------------------------------------- ----------------
Loss before income taxes (3,088)
Income taxes -
------------------------------------------------------------------------------ ----------------
Net loss (3,088)
------------------------------------------------------------------------------ ----------------
Deficit accumulated during
the developmental stage - February 29, 2000 $ (3,088)
--- -------------------------------------------------------------------------- ----------------
Net loss per share $ (0.0006)
------------------------------------------------------------------------------ ----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period February 15, 2000 (date of inception) to February 29, 2000
-------------------------------------------------------------------------------------------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
------------------ --------- ---------- ----------- ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock:
February 15, 2000 5,500,000 - 550 3,050 - 3,600
Net Loss - - - - (3,088) (3,088)
----------------------------------- ------------------ --------- ---------- ----------- ------------- ----------
$ 5,500,000 $ - $ 550 $ 3,050 $ (3,088) $ 512
--- ------------------------------- ------------------ --------- ---------- ----------- ------------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period February 15, 2000 (date of inception) to February 29, 2000
------------------------------------------------------------------------------- ---------------
<S> <C>
Operating Activities:
Net loss $ (3,088)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in:
Issuance of common stock for services 2,500
Accrued expenses 588
---- --- --- --- -------------------------------------------------------------- ----------------
Net cash provided by operating activities -
------------------------------------------------------------------------------- ----------------
Financing activities:
Issuance of Common Stock 1,100
---- -------------------------------------------------------------------------- ----------------
Net cash provided by financing activities 1,100
------------------------------------------------------------------------------- ----------------
Net increase in cash 1,100
------------------------------------------------------------------------------- ----------------
Cash - February 29, 2000 $ 1,100
------------------------------------------------------------------------------- ----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
CENTRAL VISIONS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Central Visions, Inc. (a development stage company) is a Florida Corporation
incorporated on February 15, 2000.
The Company conducts business from its headquarters in Atlanta, Georgia. The
Company has not yet engaged in its expected operations. The future operations
will be to merge with or acquire an existing company.
The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. While the
Company is negotiating with prospective personnel and potential customer
distribution channels, there is no assurance that any benefit will result from
such activities. The Company will not receive any operating revenues until the
commencement of operations, but will continue to incur expenses until then.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an January 31 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred. Those costs
are included in professional fees in the accompanying financial statements.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
The Company has authorized 50,000,000 shares of $.0001 par value common stock.
On February 15, 2000, the company authorized and issued 5,500,000 shares of
restricted common stock to two investors for $1,100 in cash plus service valued
at $2,500.In addition, the Company authorized 10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock is
issued and outstanding as of February 29, 2000.
F-6
<PAGE>
Note C - Income Taxes:
The Company has a net operating loss carry forward of $3,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative, as of February 29, 2000
is $500, which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$500, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred a net
loss of $3,000 from February 15, 2000 (date of inception) through February 29,
2000. The ability of the Company to continue as a going concern is dependent
upon commencing operations and obtaining additional capital and financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. The Company is currently
seeking a merger partner or an acquisition candidate to allow it to begin its
planned operations.
F-7
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3(i).1 Articles of Incorporation filed February 15, 2000 filed with 10SB
on March 2, 2000
3(ii).1 By-laws filed with 10SB on March 2, 2000
27 * Financial Data Schedule
----------------------
(* filed herewith)
Item 2. Description of Exhibits
See Item 1 above.
Signatures
-------------------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Central Visions, Inc.
(Registrant)
Date: August 31, 2000 BY: /s/ Mark A. Mintmire
------------------------------------
Mark A. Mintmire, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
August 31, 2000 BY:/s/ Mark A. Mintmire
------------------------
Mark A. Mintmire President, Secretary,
Treasurer, Director
-18-
