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: September 30, 1999
Commission File No. 33-18143-D
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
CORVALLIS, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0449399
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1486 South 11th East
Salt Lake City, Utah 84105
(801) 487-3893
(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 the date of filing of this report, the Registrant had a total of
1,505,000 shares 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 3
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports filed on Form 8-K 4
Signatures 4
<PAGE>
In this registration statement references to "Corvallis," "we," "us," and
"our" refer to Corvallis, Inc.
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
Corvallis' control. These factors include but are not limited to economic
conditions generally and in the industries in which Corvallis may participate;
competition within Corvallis' chosen industry, including competition from
much larger competitors; technological advances and failure by Corvallis to
successfully develop business relationships.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Corvallis, Inc.
(a Development Stage Company)
Financial Statements
September 30, 1999
<PAGE>
C O N T E N T S
Independent Auditors' Report . .. . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . 9
Notes to the Financial Statements . . . . . . . . .. . . . . . . . . . 10
<PAGE>
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615
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, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the three
months ended September 30, 1999 and 1998 were not audited by us and,
accordingly, we do not express and opinion on them.
The accompanying balance sheet as of June 30, 1999 was audited by us and we
expressed an unqualified opinion on it in our report dated July 25, 1999.
/s/ Crouch Bierwolf & Chisholm
October 25, 1999
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Balance Sheets
Assets
September 30, June 30,
1999 1999
---------------- ----------------
Current assets
Cash $ - $ -
---------------- ----------------
Total Current Assets $ - $ -
---------------- ----------------
Total Assets $ - $ -
================ ================
Liabilities and Stockholders' Equity
CURRENT LIABILITIES
Accounts payable $ 5,966 $ 5,966
---------------- ----------------
Total Current Liabilities 5,966 5,966
---------------- ----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, authorized
200,000,000 shares of $.001 par
value, issued and outstanding
1,505,000 and 1,505,000 shares,
respectively 1,505 1,505
Additional Paid-in Capital 201,799 201,799
Deficit Accumulated During the
Development Stage (209,270) (209,270)
---------------- ----------------
Total Stockholders' Equity (Deficit) (5,966) (5,966)
---------------- ----------------
Total Liabilities and Stockholders'
Equity $ - $ -
================ ================
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statements of Operations
Cumulative
For the Three Months Total
Ended September 30, Since
1999 1998 Inception
--------------- -------------- -------------
Revenues $ - $ - $ -
Expenses:
Consulting fees - - 12,540
Legal - - 11,127
Accounting - - 11,463
General & Administrative - 1,037 17,386
--------------- -------------- -------------
Total Expenses - 1,037 52,516
--------------- -------------- -------------
Net loss before
discontinued operations $ - $ (1,037) (52,516)
--------------- -------------- -------------
Loss on discontinued operations - - (156,754)
--------------- -------------- -------------
Net Loss $ - $ (1,037) $ (209,270)
=============== ============== ==============
Weighted Average Loss Per Share $ (.000) $ (0.00) $ (0.214)
=============== ============== ==============
Weighted Average Shares Outstanding 1,505,000 1,505,000 976,550
=============== ============== ==============
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance, June 30,1995 1,020,002 $ 1,020 $ 174,635 $ (176,385)
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)
Shares issued for services and
expenses paid $.06 share 174,991 175 10,325 -
Net loss for the year ended
June 30, 1998 - - - (13,037)
------------- ------------- ------------- -------------
Balance, June 30, 1998 1,505,000 1,505 200,070 (206,797)
Net loss for the year ended
June 30, 1999 - - - (2,473)
------------- ------------- ------------- -------------
Balance, June 30, 1999 1,505,000 1,505 200,070 (209,270)
Forgiveness of debt by shareholders
classified as Capital Contributions - - 1,729 -
Net loss for the three month
period ended September 30, 1999
(unaudited) - - - -
------------- ------------- ------------- -------------
Balance, September 30, 1999
(unaudited) $ 1,505,000 $ 1,505 $ 201,799 $ (209,270)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
6
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
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)
------------- ------------- ------------- -------------
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 -
The accompanying notes are an integral part of these financial statements.
7
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
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)
------------- ------------- ------------- -------------
The accompanying notes are an integral part of these financial statements.
8
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
September 28,
For the Three Months 1987 through
ended September 30, September 30,
1999 1998 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Cash Flows form Operating
Activities:
Net loss $ - $ (1,037) $ (209,270)
Discontinued operations - - 19,308
Non-cash services rendered
and expenses paid by
stockholders' - - 39,357
Increase (decrease) in
current liabilities - 1,037 5,966
-------------- -------------- --------------
Net Cash Provided (Used)
by Operating Activities - - (144,639)
-------------- -------------- --------------
Cash Flows from Investment
Activities: - - -
-------------- -------------- --------------
Cash Flows from Financing
Activities:
Issuance of common stock - - 142,910
Capital Contribution - - 1,729
-------------- -------------- --------------
Net Cash Provided by
Financing Activities - - 144,639
-------------- -------------- --------------
Net increase (decrease) in cash - - -
Cash, beginning of year - - -
-------------- -------------- --------------
Cash, end of year $ - $ - $ -
============== ============== ==============
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
Issuance of stock for services
rendered $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
September 30, 1999
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, 1999
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 of Form 10-KSB for the Fiscal year ended June 30, 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> 10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On September 30, 1999, we had no cash and no other liquid assets or
resources. We had $5,966 in current liabilities. We did not post any
revenues for the fiscal year 1998 nor during the interim period ended
September 30, 1999. We essentially had no operations. We have no material
commitments for capital expenditures for the next twelve months.
We anticipate that until a business opportunity is found and sufficient
revenues are generated we will rely on the commitment of our management and
principal shareholders to cover all operating expenses and other costs. There
is no assurance that the management and shareholders' commitment will
ultimately prove to be adequate to allow us to enter into a business
opportunity. Currently, we have no plans to raise additional capital,
however, we may elect to do so at some future date.
At present, we do not have adequate capital to conduct any significant
operations. Management intends to actively seek business opportunities during
the next twelve months. Management believes that any business venture in
which we may become involved will be made by issuing shares of our authorized
but unissued common stock. Such issuance will be effected in accordance with
available exemption under federal and state securities laws. It is
anticipated that our liquidity, capital resources and financial statements
will be significantly different subsequent to the consummation of any such
transaction.
Year 2000 Compliance
We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000 errors
could result in system failures or miscalculations, causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, provide services or engage in similar activities.
In a worse case scenario these failures, miscalculations and disruptions could
temporarily shut down or impede our operations, if any.
We have concluded, based on our review of our computer systems, that our
significant computer programs and operations will not be materially affected
by the Year 2000 problem. However, there can be no assurance that the systems
of other companies with which we may do business will be in compliance and
this may have a material adverse effect on our operations, if any.
PART II: OTHER INFORMATION
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. During the three months ended
September 30, 1999, no reports on Form 8-K were filed by Corvallis.
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: November 11, 1999
By:/s/ Whitney O. Cluff
--------------------
Whitney O. Cluff
President and Chief Executive Officer
By: /s/ John Papanikolas
--------------------
John Papanikolas
Secretary/Treasurer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5,966
<BONDS> 0
0
0
<COMMON> 1,505
<OTHER-SE> (7,471)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
