SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q, Amendment No. 1
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For Quarter Ended: September 30, 1997 Commission File No. 33-18143-D
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From: To:
Commission File No.
CORVALLIS, INC.
--------------
(Exact name of registrant as specified in its charter)
Nevada 87-0449399
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1486 South 11th East
Salt Lake City, Utah 84105
-------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 487-3893
--------------
Not applicable
Former name, former address and former fiscal year, if changed since last
report.
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 [ ]
APPLICABLE ONLY TO CORPORATION ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of the date of filing
of this report, the Registrant had a total of 1,505,009 shares of common stock
issued and outstanding, after giving effect to a 1-for-25 reverse split
completed in August, 1994, and a 1-for-5 reverse split in August, 1995.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
In the opinion of the Registrant, the following unaudited financial
statements contain all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of September 30, 1997, and the results of its operations and changes in its
financial position for the three months ended September 30, 1997, and
September 30, 1996, respectively, and from inception on September 28, 1987
through September 30, 1997. The results of its operations for such interim
periods are not necessarily indicative of the results to be expected for the
entire year.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MATERIAL CHANGES IN FINANCIAL CONDITION
- ---------------------------------------
The Registrant has been essentially inactive since January, 1990. The
Registrant's financial condition has not changed materially since the year
ended June 30, 1994. However, during the fiscal year ended June 30, 1996, the
Registrant incurred $7,535 in legal, accounting and other expenses in
connection with the filing of periodic reports of the Registrant's efforts to
reactivate its operations and the Registrant's review of business
opportunities for possible involvement by the Registrant. During the quarter
ended September 30, 1997, the Registrant incurred only very nominal expenses,
as compared to a total of $1,121 in expenses for the quarter ended September
30, 1996.
The Registrant's financial condition has not changed materially since
the year ended June 30, 1991, or since January, 1990. Since January, 1990,
the Registrant has had essentially no assets and no revenue or losses from
operations.
At present, the Company does not have adequate capital to conduct any
significant operations. The Company intends to become engaged immediately in
the search for potential business opportunities for acquisition or involvement
by the Company. Management believes that any business venture in which the
Company becomes involved will be made by issuing shares of the Company's
authorized but unissued common stock. It is anticipated that the Company's
liquidity, capital resources and financial statements will be significantly
different subsequent to the consummation of any such transaction.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
- -----------------------------------------
As indicated above, the Company has had essentially no operations since
January 1990. The Registrant had no operations, and no revenue during the
quarters ended September 30, 1997 and September 30, 1996. The Registrant had
a nominal loss ($24) for the three months ended September 30, 1997, as
compared to a loss of $1,121 for the three months ended September 30, 1996.
Such losses are attributable to expenses incurred in connection with the
Company's efforts to update and maintain its accounting, legal matters and
quarterly filings.
PART 2. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings and, to the best of
its knowledge, no such action by or against the registrant has been
threatened.
ITEM2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended September 30, 1997.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K. During the quarter ended September 30, 1997, no
reports on Form 8-K were filed by the Registrant.
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.
CORVALLIS, INC.
(Registrant)
Date: 11/25/97
By:/s/ Whitney O. Cluff
--------------------
Whitney O. Cluff, President and
Chief Executive Officer
Corvallis, Inc.
(a Development Stage Company)
Financial Statements
September 30, 1997 and 1996
[Letterhead of Crouch Bierwolf & Chisolm]
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Corvallis, Inc.
Salt Lake City, Utah
The accompanying balance sheets as of September 30, 1997 and the related
statements of operations, stockholders' equity, and cash flows for the three
months ended September 30, 1997 and 1996 were not audited by us and,
accordingly, we do not express and opinion on them.
The accompanying balance sheet as of June 30, 1997 was audited by us and we
expressed an unqualified opinion on it in our report dated August 15, 1997.
/s/ Crouch Bierwolf & Chisholm
November 7, 1997
Corvallis, Inc.
(a Development Stage Company)
Balance Sheets
Assets
September 30, June 30,
1997 1997
------------ ----------
(unaudited) (audited)
Current assets
Cash $ 20 $ 44
------------ ----------
Total Current Assets 20 44
------------- ----------
Total Assets $ 20 $ 44
------------- ----------
Liabilities and Stockholders' Equity
CURRENT LIABILITIES
Accounts payable $ 2,205 $ 2,205
Stockholder's Payable 524 524
-------------- ----------
Total Current Liabilities 2,729 2,729
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STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, authorized
200,000,000 shares of $.001 par value,
issued and outstanding 1,330,009 shares
and 1,330,009 shares issued and outstanding,
respectively 1,330 1,330
Additional Paid-in Capital 189,745 189,745
Deficit Accumulated During the
Development Stage (193,784) (193,760)
------------- ----------
Total Stockholders' Equity (Deficit) (2,709) (2,685)
------------- ----------
Total Liabilities and Stockholders' Equity $ 20 $ 44
============= ==========
Corvallis, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)
From
Inception
September 28,
For the Three Months 1987 Through
ended September 30, September 30,
1997 1996 1997
------------ ------------ -------------
REVENUES $ - $ - $ -
EXPENSES
Consulting fees - - 9,047
Legal - - 9,627
Accounting - 1,000 9,948
General & Administrative 24 121 8,408
------------ ------------ -------------
Total Expenses 24 1,121 37,030
------------ ------------ -------------
LOSS BEFORE DISCONTINUED
OPERATIONS $ (24) $ (1,121) $ (37,030)
------------ ------------ -------------
LOSS ON DISCONTINUED OPERATIONS - - (156,754)
------------ ------------ -------------
NET LOSS $ (24) $ (1,121) $ (193,784)
============ ============ =============
LOSS PER SHARE $ (.000) $ (.000) $ (0.249)
============ ============ =============
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
---------- --------- ----------- -----------
Balance, June 30,1995 1,020,002 $ 1,020 $ 174,635 $ (176,385)
Capital contributed by
extinguishment of
stockholders' payable - - 1,150 -
Issuance of common stock for
extinguishment of stockholders'
payable at $0.05 per share in
September, 1995 20,000 20 980 -
Issuance of common stock for
extinguishment of stockholders'
payable at $0.025 per share in
March, 1996 130,000 130 3,120 -
Issuance of common stock for
services rendered at $0.025
per share in March, 1996 80,000 80 1,920 -
Fractional shares from reverse
stock split 7 - - -
Net loss for the year ended
June 30, 1996 - - - (7,535)
---------- --------- ------------ ----------
Balance, June 30, 1996 1,250,009 1,250 181,805 (183,920)
Shares issued for cash in
October 1996 60,000 60 5,940 -
Issuance of common stock for
services rendered at $0.025
per share in October 1996 20,000 20 2,000 -
Net Loss for the year ended
June 30,1997 - - - (9,840)
----------- --------- ------------- ----------
Balance June 30, 1997 1,330,009 1,330 189,745 (193,760)
Net loss for the three month
period ended September 30,
1997 (unaudited) - - - (24)
----------- --------- ------------- ----------
Balance, September 30, 1997
(unaudited) $ 1,330,004 $ 1,330 $ 189,745 $(193,784)
=========== ========= ============= ==========
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
---------- --------- ----------- -----------
Balance, June 30, 1992 745,066 $ 745 $ 151,298 $ (152,943)
Net loss for the year ended
June 30, 1993 - - - (1,335)
---------- --------- ----------- ------------
Balance, June 30, 1993 745,066 745 151,298 (154,278)
Issuance of common stock for
extinguishment of stockholders'
payable at $0.2587 per share 54,936 55 14,157 -
Net loss for the year ended
June 30, 1994 - - - (14,252)
---------- --------- ----------- ------------
Balance, June 30, 1994 800,002 800 165,455 (168,530)
Issuance of common stock for
extinguishment of stockholders'
payable at $0.04 per share in
March, 1995 85,000 85 3,315 -
Issuance of common stock for
extinguishment of stockholders'
payable at $0.05 per share in
March, 1995 60,000 60 2,940 -
Issuances of common stock for
services rendered at $.04 per
share in March, 1995 75,000 75 2,925 -
Net loss for the year ended
June 30, 1995 - - - (7,855)
---------- --------- ----------- ------------
Balance, June 30, 1995 1,020,002 $ 1,020 $ 174,635 $ (176,385)
---------- --------- ----------- ------------
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
---------- --------- ----------- -----------
Balance at inception - $ - $ - $ -
Issuance of common stock
at inception at $0.1875
per share 112,000 112 20,888 -
Issuance of common stock in
July, 1988 at $1.25 per share,
less deferred offering costs
offset against paid-in capital 105,120 105 91,630 -
Net loss from inception to
June 30, 1989 - - - (19,673)
----------- --------- ----------- ------------
Balance, June 30, 1989 217,120 217 112,518 (19,673)
Issuance of common stock for
fixed assets and services in
August, 1989 506,613 507 18,801 -
Issuance of common stock
in private placement at
$0.9375 per share in
November, 1989 21,333 21 19,979 -
Net loss for the year ended
June 30, 1990 - - - (132,670)
----------- ---------- ---------- ------------
Balance, June 30, 1990 745,066 745 151,298 (152,343)
Net loss for the year ended
June 30, 1990 - - - (300)
------------ ---------- ---------- ------------
Balance, June 30, 1991 745,066 745 151,298 (152,643)
Net loss for the year ended
June 30, 1992 - - - (300)
------------ ---------- ---------- ------------
Balance, June 30, 1992 745,066 $ 745 $ 151,298 $ (152,943)
------------ ---------- ---------- ------------
Corvallis, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
From
Inception on
September 28,
For the three Months 1987 through
ended, June 30, September 30,
1997 1996 1997
------------- ------------ ------------
Cash Flows form Operating
Activities:
Net loss $ (24) $ (1,121) $ (193,784)
Discontinued operations - - 19,308
Non-cash services rendered
and expenses paid by
stockholders' - - 28,857
Increase (decrease) in
current liabilities - 2,750 2,729
------------- ------------ -------------
Net Cash Provided (Used)
by Operating Activities (24) 1,629 (142,890)
------------- ------------ -------------
Cash Flows from Investment
Activities: - - -
------------- ------------ -------------
Cash Flows from Financing
Activities:
Issuance of common stock - - 142,910
------------- ------------ -------------
Net Cash Provided by
Financing Activities - - 142,910
------------- ------------ -------------
Net increase (decrease) in cash (24) 1,629 20
Cash, beginning of year 44 335 -
------------- ------------ -------------
Cash, end of year $ 20 $ 1,964 20
============= ============ =============
Cash, paid during
the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Noncash financing activities
Issuance of common stock for
fixed assets $ - $ - $ 19,308
Issuance of common stock for
stockholders' payable $ - $ - $ 20,612
Corvallis, Inc.
(a Development Stage Company)
September 30, 1997
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
GENERAL
Corvallis, Inc. (the Company) has elected to omit substantially all footnotes
to the financial statements for the three months ended September 30, 1997
since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on Form 10-KSB for the Fiscal year ended June 30, 1997.
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.
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