SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Fiscal year Ended June 30, 1999
Commission File No. 33-18143-D
CORVALLIS, INC.
---------------
(Exact name of Registrant as specified in its Charter)
Nevada 87-0449399
------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1486 South l100 East
Salt Lake City, Utah 84105
-------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number including Area Code:
(801) 487-3893
--------------
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
------------------- -------------------
None None
Securities Registered Pursuant to Section 12(g) of the Act:
None
----
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year. None
The aggregate market value of the Registrant's voting stock held by non-
affiliates computed with reference to the average bid and asked prices in the
over-the-counter market on June 30, 1999, was approximately $273,248.
As of the date of the filing of this report, the Registrant had outstanding a
total of 1,505,000 shares of its common stock, par value $ 0.001.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933.
None.
TABLE OF CONTENTS
Item Number and Caption Page No.
- ----------------------- --------
PART 1
- ------
1. Description of Business 4
2. Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
- -------
5. Market for Corvallis, Inc.'s Common Equity and
Related Stockholder Matters 7
6. Plan of Operations 8
7. Financial Statements and Supplementary Data 9
8. Changes in and Disagreements on Accounting and
Financial Disclosure 9
PART III
- --------
9. Directors and Executive Officers of Corvallis, Inc. 9
10. Executive Compensation 10
11. Security Ownership of Certain Beneficial Owners
and Management 11
12. Certain Relationships and Related Transactions 12
PART IV
- -------
13. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 13
14. Signatures 16
PART I
In this Form 10-KSB, references to "Corvallis", "we", "us" and "our" refer to
Corvallis, Inc.
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Corvallis, Inc., was organized under the laws of the state of Nevada on
September 28, 1987, for the purpose of creating a capital resource fund to
seek, investigate, and, if warranted, to acquire or enter into any suitable
business opportunity which management believed had good business potential.
At the time of our organization, no specific business or business area was
contemplated by management.
Since January, 1990, we have not had any business operations. Beginning
in the last quarter of 1993, we began efforts to bring current all of our
filings with state and federal agencies, including the U. S. Securities and
Exchange Commission, in order that we could proceed to look for a business
opportunity for acquisition or in which we could become engaged. These
activities were completed in 1995.
Since the end of 1995, we have been seeking a business opportunity which
we could acquire or in which we could become engaged. We have reviewed a
number of business opportunities, but have not entered into any transactions
to date.
We have very limited assets, however, and any such transaction may
require us to raise capital or undertake some form of financing. Because of
our extremely limited resources, there can be no assurance we will be able to
locate a suitable enterprise for an acquisition, reorganization or merger
transaction on terms agreeable to us.
DESCRIPTION OF BUSINESS
We plan to seek out, investigate and acquire, or become engaged in, any
business opportunity management believes has good business potential. No
specific business or industry is presently contemplated.
Management anticipates that it will only acquire businesses which have,
or can generate or provide, audited financial statements. However, management
reserves the right to become engaged in a new business venture or a venture in
its infancy, if management determines such venture holds good business
potential.
We recognize that because of our extremely limited financial, management
and other resources, the number and quality of suitable potential business
ventures available to us may be extremely limited.
Our principal business objective will be to seek long-term growth
potential in the business venture in which we participate, rather than to seek
immediate, short-term earnings. We will not restrict our search to any
particular business or industry, but may participate in business ventures of
essentially any kind or nature, including, but not limited to, finance, high
technology, manufacturing, natural resources, service, research and
development, communications, insurance, transportation and others.
Management's discretion will be unrestricted and we may participate in any
business venture whatsoever, which meets the business objectives discussed
herein. It is emphasized that our business objectives are extremely general
and are not intended to be restrictive upon the discretion of management.
We plan to seek one or more potential business ventures from our known
sources, but we will rely heavily on personal contacts of our officers and
directors, as well as indirect associations or contacts between them and other
business and professional people. It is not presently anticipated that the we
will engage professional firms or individuals specializing in business
acquisitions or reorganizations. However, any individual or firm, exclusive
of our officers, directors and principals who find a venture in which we
become engaged, may be properly compensated for their efforts. In some
instances, we may publish notices or advertisements seeking a potential
business venture in financial or trade publications.
We will not restrict our search to a venture in any particular stage of
development, but may acquire or become engaged in a venture in its preliminary
or development stage, may participate in a business which is already in
operation, or in a business in various stages of it corporate existence. It
is impossible to predict at this stage the status of any venture in which we
may participate, in that the venture may need additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages
which the Company, as a public company, may offer. In some instances, the
business endeavors may involve the acquisition of or merger or reorganization
with a corporation which does not need substantial additional capital but
which desires to establish a public trading market for it securities.
Firms which seek our participation in their operations through a
reorganization, asset acquisition, or some other means may desire to do so to
avoid what such firms may deem to be adverse factors related to undertaking a
public offering. Such factors include substantial time requirements and legal
and other costs, along with other conditions or requirements imposed by
various state and federal regulatory agencies.
To a large extent, a decision to participate in a specific business
endeavor may be made upon management's analysis of the quality of the other
firm's management and personnel, the anticipated acceptability of new
products, marketing concepts or services, the merit of technological changes,
and numerous factors which may not be reflected on a balance sheet or
operating statement and are difficult, if not impossible, to analyze through
the application of objective criteria. In many instances, it is anticipated
that the results of operation of a specific venture may not be indicative of
the potential for the future because of the requirement to substantially shift
marketing approaches, expand significantly, change product emphasis, change or
augment management, and other factors. Because we may participate in business
endeavors with newly organized firms or with firms which are entering a new
phase of growth, it should be emphasized that we will incur further risks
since management in many instances will not have proved its abilities or
effectiveness, the eventual market of such firm's product or services will
likely not be established, and the profitability of the firm will be unproved
and cannot be accurately predicted.
The analysis and review of new business ventures will be undertaken by or
under the supervision of the officers and directors, none of whom is a
professional business analyst. Management will rely on their business
judgment and may rely upon the advice of consultants to analyze business
opportunities. In reviewing prospective business opportunities, management
will consider such matters as the available technical, financial and
managerial resources, the working capital and other financial requirements,
the history of operations, if any; prospects for the future; the nature of
present and expected competition; the quality and experience of management
services available and the depth of management; the potential for growth and
expansion; risk factors; the perceived public recognition or acceptance of
products, services; and other factors. Generally, management will attempt to
analyze all available factors in the circumstances and make a determination
based upon a composite of available facts, without reliance upon any single
factor as controlling.
We are unable to predict the timing as to when we may participate in any
specific business endeavor. We expect that the analysis and selection of any
given venture may take several months or more.
It is anticipated that business opportunities will be available to us
from various sources, including our officers and directors and shareholders
and their business associates, professional advisors, securities broker-
dealers, venture capitalists, members of the financial community, and others
who may present unsolicited proposals. In certain circumstances, we may agree
to pay a finder's fee or to otherwise compensate investment banking or other
services provided by persons who are unaffiliated with us but who submit a
potential business opportunity in which we elect to participate. No such
finder's fee or other fees will be paid to any person who is our officer,
director or principal.
We may acquire a business venture by conducting a reorganization or
merger involving the issuance of our securities. Due to the requirements of
certain provisions of the Internal Revenue Code, as amended, in order to
obtain certain beneficial tax consequences in such transactions, the number of
shares held by all of the present shareholders of Corvallis prior to such
transaction, may be substantially less than the total outstanding shares held
by such shareholders in any reorganized entity. The result of any such
reorganization or merger transaction could be additional substantial dilution
to our shareholders prior to the transaction.
It is anticipated that the investigation of specific business endeavors
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys, and others. If a
decision is made not to participate in a specific business opportunity under
review, the costs incurred would not be recoverable. Further, even if an
agreement is reached for the participation in a specific business venture, the
failure to consummate that transaction may result in our loss of the related
costs incurred.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.
ITEM 2. PROPERTIES
We do not currently own or lease any properties. We presently use the
offices of our Secretary/Treasurer and Vice President, at no charge. At such
time as business operations commence, we may be charged a reasonable fee for
our office facilities.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any proceeding or threatened proceedings as of the
date of this filing.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5.
MARKET FOR CORVALLIS, INC.'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We have approximately 165 stockholders of record holding 1,505,000
common shares as of June 30, 1999. Our shares of common stock are eligible
for quotation on the NASD OTC Bulletin Board under the symbol "CVLO." There
is currently only a very limited trading market for our shares of common
stock. The following table sets forth, for the respective periods indicated,
the high and low bid prices of our common stock in the over-the-counter
market. Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-downs or commission and may not necessarily
represent actual transactions.
Fiscal Quarter Ended High Bid Low Bid
- -------------------- -------- -------
September 30, 1997 $1.50 $1.50
December 31, 1997 $3.00 $2.50
March 31, 1998 $2.75 $2.50
June 30, 1998 $3.00 $3.00
September 30, 1998 $2.75 $2.12
December 31, 1998 $2.75 $2.25
March 31, 1999 $2.50 $2.00
June 30, 1999 $2.62 $2.00
DIVIDENDS
Since inception, no dividends have been paid on our common stock, and we
do not anticipate paying dividends in the foreseeable future.
RECENT SALE OF UNREGISTERED SECURITIES
We have not sold any unregistered securities within the fourth fiscal
quarter.
ITEM 6.
PLAN OF OPERATIONS
On June 30, 1999, we had $0 in cash, $5,966 in liabilities, and no other
liquid assets or resources. We did not post any revenues for the fiscal year
and essentially had no operations during the fiscal year ended June 30, 1999.
We incurred expenses during the year of $2,473 in accounting, legal and other
fees in connection with our continuing efforts to file necessary periodic
reports and in reviewing a number of possible business opportunities during
the fiscal year. 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 operation 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. 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.
ITEM 7.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are included beginning at page F-1.
ITEM 8.
CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
We have had no change in or disagreement with our principal independent
accountant during our last fiscal year.
PART III
ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS OF CORVALLIS, INC.
NAMES AND TERMS OF OFFICE
The table below sets forth the name, age, and position of each of our
executive officers and directors. The term of office of each executive
officer and director is one year or until his successor is elected and
qualified. Set forth below is biographical information for each of our
officers and directors.
Name Age Position Since*
- ---- --- -------- ------
Whitney O. Cluff 48 President and Chairman September, 1989
John Papanikolas 48 Secretary/Treasurer and Director September, 1987
Thomas Mulcock 48 Vice President and Director September, 1994
Whitney O. Cluff has served as President and Chairman of the Board since
1989. Mr. Cluff is a licensed real estate broker in the state of Utah and is
primarily engaged in real estate ventures. From the middle of 1994 to the
middle of 1995, Mr. Cluff was a director of Digital Scientific, Inc., a
closely held corporation engaged in the development of electronics products.
John G. Papanikolas has been an officer and a director since our
inception in 1987. He is the President and owner of Emissions Xpress, which
are Salt Lake City based emissions testing and safety inspection centers. He
has served as a member of the board of directors of Magna Investment, Ltd., a
developer of shopping centers and real estate in Arizona and Utah. He has
been a director of Foothill Oriental Rugs, Inc., an importer, wholesaler and
retailer of oriental rugs and handmade carpets, located in Salt Lake City,
Utah. Mr. Papanikolas has worked as a writer and editor for the Salt Lake
Tribune, a major daily newspaper in Salt Lake City. In 1983, Mr. Papanikolas
earned a bachelor's degree in business administration from the University of
Utah and a bachelor's degree in behavioral science from Westminster College.
Thomas Mulcock was elected as a director in January of 1994. He is the
owner and operator of Thomas E. Mulcock Real Estate Appraising Company, a real
estate appraisal firm in Salt Lake City, Utah. Mr. Mulcock is a member of the
National Association of Independent Fee Appraisers, the National Association
of Real Estate Boards, and the Salt Lake Board of Realtors. Mr. Mulcock
attended the University of Utah from 1967 to 1971.
ITEM 10. EXECUTIVE COMPENSATION
During the fiscal year ended June 30, 1999, no officer or director
received a salary or bonus. The following table details the compensation
received by our officers and directors during the past three fiscal years:
Summary of Compensation Table
------------------------------
Annual Compensation
-------------------
Fiscal Other Annual
Name & Principal Position Year Salary Bonus Compensation
- ------------------------- ---- ------ ----- -------------
Whitney O. Cluff (1) 1999 $0 $0 $0
President and 1998 $0 $0 $3,000(1)
Director 1997 $0 $0 $0
John Papanikolas 1999 $0 $0 $0
Secretary/Treasurer 1998 $0 $0 $0
and Director 1997 $0 $0 $0
Thomas Mulcock 1999 $0 $0 $0
Vice President and 1998 $0 $0 $0
Director 1997 $0 $0 $0
1) Mr. Cluff was issued a total of 50,000 shares of our common stock valued
at $.06 per share, in consideration for his efforts on behalf of the Company.
We have not entered into employment contracts with our executive officers
and we do not have any standard arrangement for compensation of our directors
for any services provided to us.
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the name and address, as of the date of
the filing of this report, of the approximate number of shares of common stock
owned of record or beneficially by each person who owned of record, or was
known by us to own beneficially, more than 5% of our common stock, and the
name and share holdings of each officer and director, and all officers and
directors as a group. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, the persons named in
the tale above have sole voting power and investment power and with respect to
all shares of common stock shown as beneficially owned by them. The
percentage of beneficial ownership is based on 1,505,000 shares of common
stock outstanding as of June 30, 1999.
CERTAIN BENEFICIAL OWNERS
Amount and
Name and address of Percent of
Beneficial Owner Amount and Nature of Ownership Class
- ---------------- ------------------------------ -----
Mitchell T. Godfrey 191,365 (1) 12.7
230 North Fork Ray Creek
Townsend, Montana 59644
James C. Lewis 225,359 15
505 South Main St.
Salt Lake City, Utah 84101
M. Don Nelson 166,799 (2) 11.1
5122 South Holladay Blvd.
Holladay, Utah 84117
Principal Holdings, Inc. 83,331 5.5
525 South 300 East
Salt Lake City, Utah 84111
OWNERSHIP OF MANAGEMENT
-----------------------
Officers and Directors:
- ----------------------
Amount and
Name and Address of Nature of Percent of
Beneficial Owner Beneficial Owner Class
- ---------------- ---------------- -----
Whitney O. Cluff 375,126 25
4751 Ichabod Street
Salt Lake City, Utah 84117
John Papanikolas 213,248 14.2
1486 South 1100 East
Salt Lake City, Utah 84105
Thomas Mulcock 113,148 7.5
1486 South 1100 East
Salt Lake City, Utah 84105
All Officers and
Directors as a
Group (3 persons): 701,522 46.7
(1) Mr. Godfrey shares voting and investment power of 25 shares with
his wife, Bonnie.
(2) Mr. Nelson shares voting and investment power of 6,134 shares with
his wife, Donna.
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We anticipate that our directors, officers and 5% stockholders may pay
our operating expenses in the future. Such payments will likely be a non-
interest-bearing loan which will be repaid when monies are available or we may
convert the balance into equity in Corvallis.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
The following financial statements and schedules are included immediately
following the signature page to this report.
(a)(1) FINANCIAL STATEMENTS
TITLE PAGE NO.
- ----- --------
Independent Accountants' Report of Crouch,
Bierwolf & Chisholm F-3
Balance Sheets as of June 30, 1999 and 1998 F-4
Statement of Operations for the three
years ended June 30, 1999, 1998 and 1997
and from inception through June 30, 1998 F-5
Statement of Stockholders' Equity for the
three years ended June 30, 1999, and the
period from inception through June 30, 1999 F-6
Statement of Cash Flows for the three
years ended June 30, and from inception
through June 30, 1999 F-9
Notes to Financial Statement F-10
(a)(2). FINANCIAL STATEMENT SCHEDULES
None.
(a)(3). EXHIBITS:
EXHIBIT NO. SEC Reference No. Title of Document Location
----------- ----------------- ----------------- --------
1 (3) *Articles of Form 10-K
Incorporation for fiscal
year ended
June, 1989
2 (3) *Bylaws same
*These documents are incorporated herein by reference.
(b) REPORTS ON FORM 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Corvallis, Inc. has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
CORVALLIS, INC.
Dated: September 24, 1999 By: /s/ Whitney O. Cluff
--------------------
Whitney O. Cluff (Principal Executive
Officer)
Dated: September 24, 1999 By: /s/ John Papanikolas
--------------------
John Papanikolas (Principal Financial and
Accounting Officer)
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Financial Statements
June 30, 1999 and 1998
<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
F-2
<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.
We have audited the accompanying balance sheets of Corvallis, Inc. (a
Development Stage Company) for the years ended June 30, 1999 and 1998 and the
related statements of operations, stockholders' equity and cash flows for the
years ended June 30, 1999, 1998 and 1997 and from inception on September 28,
1987 through June 30, 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Corvallis, Inc. (a
Development Stage Company) as of June 30, 1999 and 1998 and the results of its
operations and cash flows for the years ended June 30, 1999, 1998 and 1997 and
from inception on September 28, 1987 through June 30, 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 discussed in Note 5 to the
financial statements, the Company is a development stage company with no
significant operating results to date. These conditions raise substantial
doubt about its ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
July 25, 1999
F-3
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Balance Sheets
Assets
June 30
1999 1998
-------------- ---------------
Current assets
Cash $ - $ -
-------------- ---------------
Total Assets $ - $ -
============== ===============
Liabilities and Stockholders' Equity
Liabilities
Accounts Payable-related party (Note 6) 5,966 5,222
-------------- ---------------
Total liabilities 5,966 5,222
-------------- ---------------
Stockholders' Equity
Common Stock, authorized
200,000,000 shares of $.001 par value,
issued and outstanding 1,505,000 shares 1,505 1,505
Additional Paid-in Capital 201,799 200,070
Deficit Accumulated During the
Development Stage (209,270) (206,797)
-------------- ---------------
Total Stockholders' Equity (5,966) (5,222)
-------------- ---------------
Total Liabilities and Stockholders' Equity $ - $ -
============== ===============
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTIONS>
Cumulative
Total
For the years ended June 30, Since
1999 1998 1997 Inception
-------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Expenses:
General & Administrative 2,473 13,037 9,840 52,516
-------------- -------------- ------------- ------------
Total Expenses 2,473 13,037 9,840 52,516
-------------- -------------- ------------- ------------
Net loss before discontinued
operations $ (2,473) $ (13,037) $ (9,840) $ (52,516)
-------------- -------------- ------------- ------------
Loss on disposed of operations - - - (156,754)
-------------- -------------- ------------- ------------
Net Loss $ (2,473) $ (13,037) $ (9,840) $ (209,270)
============== ============== ============= ============
Net Loss Per Share $ (.002) $ (.007) $ (.007) $ (.218)
============== ============== ============= ============
Weighted average shares
outstanding 1,505,000 1,454,660 1,306,994 958,944
============== ============== ============= ============
The accompanying notes are an integral part of these financial statements.
F-5
</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 30,1995 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 at $.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)
Forgiveness of debt by
shareholders classified as
capital contributions - - 1,729 -
Net Loss for the year ended
June 30,1999 - - - (2,473)
------------ ------------ ------------- ------------
Balance June 30, 1999 1,505,000 $ 1,505 $ 201,799 $ (209,270)
============ ============ ============= ============
The accompanying notes are an integral part of these financial statements.
F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
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.
F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Corvallis, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
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.
F-8
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTIONS>
September
28, 1997
(Inception)
For the years ended June 30, to June 30,
1999 1998 1997 1999
-------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Cash Flows from Operating
Activities:
Net loss $ (2,473) $ (13,037) $ (9,840) $ (209,270)
Discontinued operations - - - 19,308
Non-cash services rendered
and expenses paid by
stockholders' - 10,500 2,020 39,357
Increase (decrease) in
current liabilities 744 2,493 1,529 5,966
-------------- -------------- ------------- ------------
Net Cash Provided (Used)
by Operating Activities (1,729) (44) (6,291) (144,639)
-------------- -------------- ------------- ------------
Cash Flows from Investment
Activities: - - - -
-------------- -------------- ------------- ------------
Cash Flows from Financing
Activities:
Issuance of common stock - - 6,000 142,910
Capital Contribution 1,729 - - 1,729
-------------- -------------- ------------- ------------
Net Cash Provided by
Financing Activities 1,729 - 6,000 144,639
-------------- -------------- ------------- ------------
Net increase (decrease) in
cash - (44) (291) -
Cash, beginning of year - 44 335 -
-------------- -------------- ------------- ------------
Cash, end of year $ - $ - $ 44 -
============== ============== ============= ============
Cash, paid during
the year for:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
F-9
</TABLE>
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and 1998
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The financial statements presented are those of Corvallis, Inc., a
development stage company. The Company was incorporated for the purpose of
providing a vehicle which could be used to raise capital and seek business
opportunities believed to hold a potential for profit. The Company has not
presently identified a specific business area or direction that it will
follow. Therefore, no principal operations have yet begun.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company elected a June 30th fiscal year end.
c. Net Loss Per Share
The computation of net loss per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Deferred Stock Offering Costs
In connection with the public offering of the Company's common stock (see
Note 2), all costs were accumulated as deferred charges. The deferred charges
were offset against proceeds received from the stock offering.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carry forwards totaling approximately $209,000 that will be offset against
future taxable income. These NOL carry forwards have already begun to expire.
No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carry forward will
expire unused.
Deferred tax assets and the valuation account is as follows at June 30,
1999 and 1998:
June 30,
1999 1998
----------------- ----------------
Deferred tax asset:
NOL carry forward $ 71,000 $ 70,000
Valuation allowance (71,000) (70,000)
----------------- ----------------
Total $ - $ -
================= ================
f. Statement of Cash Flows
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.
F-10
<PAGE>
Corvallis, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and 1998
NOTE 1 - Summary Of Significant Accounting Policies (Continued)
g. Office Space
A director of the Company provides office space in his home for the
Company. The space is used primarily by the director for his personal
affairs. The value to the Company is considered immaterial. Accordingly, no
benefit has been recorded.
h. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - Public Offering
In 1988 the Company completed a public offering which was registered on
Forms S-18 in accordance with the Securities Act of 1933. A total of 105,120
units were sold having a gross subscription price of $131,400. Deferred
offering costs totaling $39,665 were offset against additional paid-in
capital.
NOTE 3 - Asset Purchase Agreement
In September 1989, the Company completed the terms of an Asset Purchase
Agreement with DLB Enterprises, Inc. (DLB"), a closely-held Nevada
corporation, providing for the acquisition by the Company of all of the
operating assets of Southwest, a Las Vegas-based enterprise which had been
engaged in the manufacture and installation of awnings for commercial,
industrial and residential use for approximately the past fourteen (14)
months. Southwest was previously a joint enterprise owned and operated in Las
Vegas by DLB and WAM Industries, Inc. ("WAM"), a Salt Lake City-based
corporation which has been engaged in the awning business for several years.
Under the terms of the Asset Purchase Agreement, the Company acquired all of
the operating assets of Southwest, including equipment, inventory, customer
accounts, tradenames and trademarks and other assets in exchange for the
issuance to DLB of a total of 253,306 shares of the Company's restricted
common stock. Concurrently, the company also entered into a separate
agreement with WAM under the terms of which WAM agreed to act as contractor
on all large commercial jobs of the Company at a price of cost plus 10% and
generally agreed to contribute its expertise in the development of the
Company's business, in consideration of which the Company issued to WAM a
total of 108,560 shares of its restricted common stock. In connection with
these transactions, the Company issued a total of 144,747 shares of restricted
common stock to Whitney O. Cluff and certain of his business associates who
were instrumental in facilitating the negotiation and consummation of the
transactions. The assets were subsequently written off (see Note 4).
F-11
<PAGE>
Corvallis, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and 1998
NOTE 4 -Discontinued Operations
The Company, on January 1, 1990, decided to discontinue its operations.
Therefore, the Company entered into an agreement with WAM industries in which
WAM took over the operations of the Company and paid its outstanding debts,
and in consideration, WAM industries was given all of its assets. The assets
consisted of all cash, receivables and fixed assets. The Company has not had
any operations since that date except for some incidental expenditures to keep
the Company on active status with the State and stock exchanges.
NOTE 5 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. Currently, the stockholders are committed to cover all operating and
other costs until sufficient revenues are generated.
NOTE 6 - Accounts Payable-Related Party
A shareholder of the Company has paid expenses on behalf of the Company.
The amount due at June 30, 1999 and 1998 is $5,966 and $5,222, respectively.
The balance is non-interest bearing and will be repaid to the stockholder when
monies are available or will be converted to equity.
NOTE 7 - Reverse Stock Split
On July 21, 1994 during a special meeting of shareholders, a motion was
approved authorizing a reverse split of the issued and outstanding common
stock of the Company with one new share being issued for every twenty-five
(25) shares previously held.
On August 22, 1995 the shareholders of the Company approved a motion
authorizing an additional reverse split of the issued and outstanding common
stock of the company on a 1-for-5 basis. All references to shares outstanding
and net loss per share have been adjusted to reflect the effects of these
stock splits on a retroactive basis.
NOTE 8 - Forgiveness of Debt
During the year ended June 30, 1999 shareholders of the Company forgave
debts owed them by the Company in the amount of $1,729. The forgiveness was
classified as a capital contribution.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-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> 2,473
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,473)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,473)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,473)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
