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 Quarter Ended: June 30, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 000-30245
BENNION CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0617040
(State of incorporation) (I.R.S. Employer
Identification No.)
476 East South Temple
Salt Lake City, Utah 84111
(801) 323-2395
(Address and telephone number of principal executive offices and
principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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. Yes [ X ] No [ ]
As of August 1, 2000, the Registrant had a total of shares 4,000,000 of
common stock issued and outstanding.
<PAGE>
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements..............................................3
Item 2: Management's Discussion and Analysis or Plan of Operations........8
PART II: OTHER INFORMATION
Item 5: Other Information..................................................9
Item 6: Exhibits and Reports filed on Form 8-K ...........................9
Signatures.................................................................10
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Bennion Corporation
(A Development Stage Company)
Consolidated Financial Statements
June 30, 2000
<PAGE> 3
Bennion Corporation
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2000 1999
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash(Note 1) $ - $ -
------------- -------------
TOTAL ASSETS $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related Party (Note 4) 30,000 30,000
------------- -------------
Total Liabilities 30,000 30,000
------------- -------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 50,000,000 shares
authorized; 17,000,000 and 17,000,000 shares
issued and outstanding 17,000 17,000
Deficit Accumulated During the Development Stage (47,000) (47,000)
------------- -------------
Total Stockholders' Equity (30,000) (30,000)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= =============
<PAGE> 4
Bennion Corporation
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the three For the three For the six For the six January 30,1986
months ended months ended months ended months ended Through
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
-------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- ------------- ------------- --------------
EXPENSES
Depreciation &
Amortization - - - - 17,000
General &
Administrative - 15,000 - 30,000 30,000
-------------- -------------- ------------- ------------- --------------
TOTAL EXPENSES - 15,000 - 30,000 47,000
-------------- -------------- ------------- ------------- --------------
NET INCOME(LOSS) $ - $ (15,000) $ - $ (30,000) $ (47,000)
============== ============== ============= ============= ==============
NET LOSS PER SHARE - (0.001) - (0.002) (0.003)
============== ============== ============= ============= ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000
============== ============== ============= ============= ==============
</TABLE>
<PAGE> 5
Bennion Corporation
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
From
For the six months ended Inception on
June 30 January 30,1986
----------------------- Through
2000 1999 June 30, 2000
----------- ----------- -------------
Cash Flows from Operating Activities
Net Loss $ - $ (30,000) $ (47,000)
Less Non-Cash Items:
Depreciation & Amortization - - 17,000
Increase(Decrease)in Accounts Payable - - 30,000
----------- ----------- -------------
Net Cash Provided(Used) by
Operating Activities - - -
----------- ----------- -------------
Cash Flows from Investing Activities
Net Cash Provided(Used) by
Investing Activities - - -
----------- ----------- -------------
Cash Flows from Financing Activities
Net Cash Provided(Used) by
Financing Activities - - -
----------- ----------- -------------
Increase in Cash - - -
----------- ----------- -------------
Cash and Cash Equivalents at
Beginning of Period - - -
----------- ----------- -------------
Cash and Cash Equivalents at
End of Period $ - $ - $ -
=========== =========== =============
Supplemental Non-Cash Financing Transactions:
Stock issued for marketing rights $ - $ - $ 17,000
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
<PAGE> 6
Bennion Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
GENERAL
-------
Bennion Corporation (the Company) has elected to omit substantially all
footnotes to the financial statements for the six months ended June 30, 2000
since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
General Form for Registration of Securities Report filed on the Form 10-SB for
the fiscal year ended December 31, 1999.
UNAUDITED INFORMATION
---------------------
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustment
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
<PAGE>
In this report references to "Bennion," "we," "us," and "our" refer to
Bennion Corporation.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Bennion's control. These factors include but are not limited to economic
conditions generally and in the industries in which Bennion may participate;
competition within Bennion's chosen industry, including competition from much
larger competitors; technological advances and failure by Bennion to
successfully develop business relationships.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Since inception, we have had no revenues and have experienced losses. We
have financed our operations primarily through the sale of our common stock or
by loans from shareholders. As of June 30, 2000, we had no cash on hand and
total current liabilities of $30,000. The $30,000 note payable is for legal
and accounting fees incurred during 1999 which were paid on our behalf by
Mutual Ventures Corporation, a related party. We have no material commitments
for the next twelve months. We believe that our current cash needs for at
least the next twelve months can be met by sales of our common shares and/or
loans from our directors, officers and shareholders.
Our management intends to actively pursue business opportunities during
the next twelve months. Currently, management has identified a business
opportunity that we hope to pursue, however, we are in preliminary
negotiations and have not reached any definitive agreement or understanding
with any person concerning an acquisition or merger at this time.
We expect to encounter substantial competition in our efforts to locate
and acquire or merge with attractive opportunities. Our competition will be
primarily from business development companies, venture capital partnerships
and corporations, venture capital affiliates of large industrial and financial
companies, small investments companies, and wealthy individuals.
Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, we intend to concentrate our
acquisition efforts on properties or businesses that we believe to be
undervalued or that we believe may realize a substantial benefit from being
publicly owned. Investors should expect that any acquisition candidate may
have little or no operating history, or a history of losses or low
profitability.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
If we obtain a business opportunity, it may be necessary to raise
additional capital through the sale of our common stock. We have no plans to
make a public offering of our common stock at this time. We intend to issue
such stock pursuant to exemptions provided by federal and state securities
laws. The purchasers and manner of issuance will be determined according to
our financial needs and the available exemptions. We also note that if we
issue more shares of our common stock our shareholders may experience dilution
in the value per share of their common stock.
If we fail to raise necessary funds through stock sales, we anticipate we
will require debt financing. We have not investigated the availability,
source and terms for external financing at this time and have not entered in
to
<PAGE> 8
any agreements for such financing. We can not assure that funds will be
available from any source, or, if available, that we will be able to obtain
the funds on terms agreeable to us. Any additional debt could result in a
substantial portion of our cash flows from operations, if any, being dedicated
to the payment of principal and interest on the indebtedness, and could render
us more vulnerable to competitive and economic downturns.
PART II: OTHER INFORMATION
ITEM 5: OTHER INFORMATION
Changes in Control
In contemplation of a merger, our parent corporation, VIP Worldnet, Inc.,
canceled and returned 15,000,000 common shares to the corporate treasury.
This resulted in 2,000,000 shares issued and outstanding as of July 12, 2000.
On July 14, 2000, we effected a 2-for-1 forward split which resulted in a
total of 4,000,000 shares issued and outstanding.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Part I Exhibits.
Exhibit Description
27 Financial Data Schedule
(b) Reports on Form 8-K.
<PAGE> 9
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 who is duly authorized.
Bennion Corporation
8/1/00 /s/ Jeanne Ball
Date: _____________ By: ___________________________
Jeanne Ball, President
