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, 2000
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
(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 9
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports filed on Form 8-K 10
Signatures 11
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Corvallis, Inc.
(a Development Stage Company)
Financial Statements
March 31, 2000
<PAGE>
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City Utah 84101
Office (801) 363 1175
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Corvallis, Inc.
Salt Lake City, Utah
We have reviewed the accompanying condensed balance sheet of Corvallis, Inc.
as of March 31, 2000 and the related condensed statements of income and cash
flows for the period then ended. These financial statements are the
responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of June 30, 1999, and the related statements
of income, retained earnings, and cash flows for the year then ended (not
presented herein); and in our report dated July 25, 1999, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of March
31, 2000, is fairly stated, in all material respects, in relation to the
balance sheet from which it has been derived.
The accompanying statements of operations and cash flows for the period ended
March 31, 1999 were not audited by us and, accordingly, we do not express an
opinion on them.
/s/ Crouch Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
May 10, 2000
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Balance Sheets
Assets
March 31, June 30,
2000 1999
---------- ----------
(Unaudited)
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
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
Cumulative
For the Three Months For the Nine Months Total
Ended March 31, Ended March 31, Since
2000 1999 2000 1999 Inception
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
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) $ (.000) $ (.000) $ (0.00) $ (0.213)
========== ========== ========== =========== ============
Weighted Average
Shares
Outstanding 1,505,000 1,505,000 1,505,000 1,505,000 982,300
========== ========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<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,
2000 1999 2000
---------- ---------- ----------
Cash Flows from 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 period - - -
---------- ---------- ----------
Cash, end of period $ - $ - -
========== ========== ==========
Cash, paid during
the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Noncash financing activities
Issuance of common
stock for fixed asset $ - $ - $ 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
<PAGE>
Corvallis, Inc.
(a Development Stage Company)
March 31, 2000
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, 2000 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 adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
<PAGE>
In this report 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.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
For the nine month period ended March 31, 2000, we had no cash and no
other liquid assets or resources. We did not post any revenues for the fiscal
year ended June 30, 1999 nor during the quarter ended March 31, 2000. We have
had no operations. We had an account payable of $5,966 and no other material
commitments for capital expenditures for the next twelve months.
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.
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.
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Part I
Exhibit Description
------- -----------
24 Consent of Crouch, Bierwolf & Chisholm dated May 10, 2000
27 Financial Data Schedule
Part II
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned who are duly authorized.
CORVALLIS, INC.
(Registrant)
Date: 5/12/2000
By:/s/ Whitney O. Cluff
--------------------
Whitney O. Cluff
President and Chief Executive Officer
By:/s/ John Papanikolas
--------------------
John Papanikolas
Secretary/Treasurer
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
(801) 363-1175
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our report, dated May 10, 2000, in
this quarterly report on Form 10-Q for Corvallis, Inc.
/s/ Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
May 10, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-2000
<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
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<EXTRAORDINARY> 0
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<EPS-BASIC> 0.00
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</TABLE>
