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: March 31, 1999 Commission File No. 33-18143-D
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 33-18143-D
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
-------------------- -----
(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 [ ]
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.
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 March 31, 1999, and the results of its operations and changes in its
financial position for the nine months ended March 31, 1999 and the
year ended June 30, 1998.
Corvallis, Inc.
(a Development Stage Company)
Financial Statements
March 31, 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>
<Letterhead of 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 March 31, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the nine
months ended March 31, 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, 1998 was audited by us and we
expressed an unqualified opinion on it in our report dated August 20, 1998.
/s/ Crouch, Bierwolf & Chisholm
May 12, 1999
3
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Balance Sheets
Assets
March 31, June 30,
1999 1998
-------------- -------------
Current assets
Cash $ - $ -
-------------- -------------
Total Current Assets $ - $ -
-------------- -------------
Total Assets $ - $ -
============== =============
Liabilities and Stockholders' Equity
CURRENT LIABILITIES
Accounts payable $ 5,735 $ 4,698
Stockholder's Payable 524 524
-------------- -------------
Total Current Liabilities 6,259 5,222
-------------- -------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, authorized
200,000,000 shares of $.001 par value,
issued and outstanding 1,505,000 shares
and 1,505,000 shares, respectively 1,505 1,505
Additional Paid-in Capital 200,070 200,070
Deficit Accumulated During the
Development Stage (207,834) (206,797)
-------------- -------------
Total Stockholders' Equity (Deficit) (6,259) (5,222)
-------------- -------------
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
<TABLE>
<CAPTION>
Cumula-
For the Three Months For the Nine Months tive
Ended March 31 Ended March 31 Total
-------------------------- ------------------------- Since
1999 1998 1999 1998 Inception
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Expenses:
Consulting fees - - - - 12,540
Legal - - - 2,500 11,127
Accounting - - - 1,515 11,463
General & Administrative - 96 1,037 6,529 16,128
------------- ------------ ------------ ------------ ------------
Total Expenses - 96 1,037 10,544 51,080
------------- ------------ ------------ ------------ ------------
Net loss before
discontinued operations $ - $ (96) $ - (10,544) (51,080)
------------- ------------ ------------ ------------ ------------
Loss on discontinued operations - - - - (156,754)
------------- ------------ ------------ ------------ ------------
Net Loss $ - $ (96) $ (1,037) $ (10,544) $ (207,834)
============= ============ ============ ============ ============
Weighted Average Loss Per Share $ (.000) $ (.000) $ (.000) $ (0.07) $ (0.241)
============= ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
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, 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)
Shares issued for services and
expenses paid $.06 per 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 nine month
period ended March 31, 1999 - - - (1,037)
(unaudited) ------------- ---------- ------------- --------------
Balance March 31, 1999
(unaudited) $ 1,505,000 $ 1,505 $ 200,070 $ (207,834)
============= ========== ============== ===============
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)
-------------- --------- -------------- ---------------
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 financials statements.
8
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Cash Flows
From
Inception on
September 28,
For the Nine Months 1987 through
ended March 31, March 31,
1999 1998 1999
--------------- --------------- --------------
Cash Flows form Operating
Activities:
Net loss $ (1,037) $ (10,544) $ (207,834)
Discontinued operations - - 19,308
Non-cash services rendered
and expenses paid by
stockholders' - 10,400 39,257
Increase (decrease) in
current liabilities 1,037 - 6,259
--------------- --------------- --------------
Net Cash Provided (Used)
by Operating Activities - (144) (142,910)
--------------- --------------- --------------
Cash Flows from Investment
Activities: - - -
--------------- --------------- --------------
Cash Flows from Financing
Activities:
Issuance of common stock - 100 142,910
--------------- --------------- --------------
Net Cash Provided by
Financing Activities - 100 142,910
--------------- --------------- --------------
Net increase (decrease)
in cash - (44) -
Cash, beginning of year - 44 -
--------------- --------------- --------------
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)
March 31, 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 nine months ended March 31, 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, 1998.
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>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis contains forward-
looking statements that involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors discussed below
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 March 31,
1999, the Registrant incurred a total of $ 0 in such expenses, as compared to a
total of $96 in expenses for the nine months ended March 31, 1998.
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 any assets. 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.
At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. In
addition, there can be no assurance that the Company will be successful in
finding a desirable business opportunity. Potential investors must recognize,
that because of the Company's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, the Company expects to encounter
substantial competition in its efforts to locate attractive opportunities,
primarily from business development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals.
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 nine
months ended March 31, 1998 and March 31, 1997. The Registrant had a loss of
$1,037 for the nine months ended March 31, 1999 as compared to a loss of
$10,544 for the nine months ended March 31, 1998. 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.
The Registrant had not filed any reports on Form 10-Q or Form 10-K from
September 1989 until the second quarter of 1994, when new management undertook
efforts to reactivate the Registrant and bring it current in its filing
requirements. However, as indicated, the financial condition of the
Registrant has not changed materially since January 1990, except for the
contribution of some cash and services by officers, directors and certain
shareholders in exchange for stock, for the purpose of reactivating the
Company.
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.
ITEM 2. 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 nine months
ended March 31, 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit # Description
- --------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K. During the nine months ended March 31, 1999, 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)
May 14, 1999.
By:/s/ Whitney O. Cluff
--------------------
Whitney O. Cluff, President and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 6,259
<BONDS> 0
0
0
<COMMON> 1,505
<OTHER-SE> (7,764)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,037)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,037)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,037)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
