UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number: 0-18824
CORPORATE VISION, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1380820
(State or jurisdiction of incorporation) (I.R.S. Employer Identification No.)
8908 South Yale Avenue, Suite 360 Tulsa, OK 74137
(Address of principal executive offices)
(918) 488-0057
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
($0.01 par value)
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.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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 ]
The issuer's revenues for the year ended December 31, 1996: $931,747
The aggregate market value of the voting stock held by non-affiliates as of
March 31, 1997 was $3,651,286.
At March 31, 1997, the issuer had 12,620,638 shares of Common Stock, $0.01
par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Items 9, 10, 11, and 12 of Part III are incorporated by reference from the
definitive Proxy Statement related to the Registrant's Annual Meeting of
Stockholders to be held May 28, 1997. The definitive Proxy Statement will
be filed within 120 days of the end of the Registrant's fiscal year.
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PART I
Item 1. Business.
Business Development
Corporate Vision, Inc. ("CVI" or "the Company") was incorporated under the
laws of Oklahoma in November, 1990. The Company operated as a privately-
held corporation until May, 1995, when the shareholders of CVI approved a
merger of the Company with Trident Enterprises, Inc. a company subject to
the reporting requirements of the Securities Exchange Act of 1934.
Subsequent to the merger, Trident ceased to exist and the Company became the
surviving corporation. In June, 1995, the Company's common stock began
trading on the OTC Bulletin Board under the symbol "CVIA."
Business of Issuer
CVI is an interactive multimedia production company that develops and
produces custom CD-ROM, CD-i, On-line, and Internet products for the
corporate and consumer markets. The Company's primary business has centered
on developing custom CD-ROM and CD-i applications for companies to use in
their training and marketing activities.
Since June, 1995, the Company was principally involved in the development
and production of interactive training programs on CD-ROM for one corporate
customer, the Dowell Division of Schlumberger Technology Corporation, an
international well logging, seismic and service company, under a production
agreement dated January 1, 1995. Payments to the Company for services
rendered under the agreement commenced during 1995 and continued at regular
intervals during 1996. The Company completed the interactive training
project for Dowell during December 1996. As of December 31, 1996, the
Company had no backlog of orders or new contracts to develop additional
CD-ROM titles.
Since its inception in 1991, the Company has generated increasing revenues
and has not generated positive earnings from operations, but rather has
incurred losses. See "Financial Statements." As a result, the Company has
been materially dependent on the issuance of its common stock for cash, debt
and services to provide liquidity for its operations.
It is expected that the Company will be dependent for the foreseeable future
upon the successful completion of additional corporate financings, including
the sale of its common stock, convertible debt, and warrants in public and
private offerings for such consideration as may be necessary under the
circumstances, rather than earnings to continue the conduct of its business
activities as discussed below. There can be no assurance such offerings can
be successfully concluded (See Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Liquidity and Capital
Resources" ).
Industry Overview
The audio CD was one of the great success stories of the 1980's,
revolutionizing the recorded music business in less than five years. Today,
CD-ROM, CD-i, the Internet and Interactive TV are setting the stage for a
similar revolution in the way employees are trained, products are sold, and
in the way consumers are informed and entertained.
Factors driving this fundamental change are the proliferation of multimedia-
capable and networked personal computer systems, the availability of
libraries of information or content in digital format; and the advances
being made toward broad band communications that will bring with it
virtually unlimited transmission capacity, and the eventual merger of
computing and broadcast technologies.
The business market, estimated at $2 Billion in 1994, is expected to grow to
$10-$19 Billion by 1998. In a recent study by The Gartner Group, nearly
half of the 217 respondents said their organizations had a multimedia
project in production or in the prototype and pilot stages. According to
Dataquest, the primary uses of interactive multimedia in business are Sales
Presentations (40%), Training (33%), Advertising/Kiosks (5%), and Other (22%).
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The consumer market, estimated today at $16 Billion, is expected to grow at
an average of 65% per year for the next five years. One significant growing
segment is CD-ROM title programs that retail for $29.99 to $79.99. The
revenue and profit potential in this market will expand with the growing
penetration of CD-ROM drives and multimedia PCs in the home and office.
Future markets for CVI include development of content for on-line services
(e.g. America On-Line, Compuserv, the Internet, etc). The emergence of 500
channel cable systems and interactive television (ITV), which is being
driven by major investments by communication, entertainment and information
corporate giants such as Time-Warner, Viacom, USWest, Paramount, Sony, etc.,
also offers opportunities for the development of proprietary programming.
Statistics published in the January 1996 issue of CD-ROM Professional
indicate market growth as shown in the following examples:
Corporations "Hit the Net" - Three-quarters of U.S. companies report they
will be on the Internet within two years, according to the survey, Corporate
Communications and the Internet. More than one-third of the companies
polled already have Internet sites, while a similar number plan to be on the
Internet within two years.
Online Subscriber Numbers Up - An Information & Interactive Services Report
quarterly survey sees a 15% increase in the third quarter of 1995, to nearly
10 million, or a 78% increase in the customer base of consumer-oriented
online services since the end of the third quarter in 1994.
CD Software Sales in excess of $350 Million - The Software Publishers
Association puts CD software sales worldwide far in excess of $350 Million,
an increase of over 200% compared to sales for 1995.
Rapid Growth in Interactive Digital Media - The Veronis Suhler & Associates
13th annual communications industry report suggests that interactive digital
media experienced another year of rapid growth. Revenues rose 43.2 percent
over the previous year to $2.4 billion. The report states that over the
last five years, interactive digital media has been the fastest growing
segment in the communications industry, enjoying a 33.5 percent compound
annual rate of revenue growth.
The industry's growth rates and immediate trend towards consolidation appears
to offer a unique opportunity for CVI to establish market share by acquiring
other companies within the multimedia industry.
Growth Strategy
To the extent that it has the capital resources to do so, the Company intends
to pursue a business strategy that emphasizes acquiring companies in the
video production and multimedia businesses that enhance the Company's
production capabilities and expand its client base. By acquiring superior
production capabilities, and providing the working capital necessary to
develop marketing and distribution strengths, the Company plans to expand its
scope of products and services to the corporate market as well as to develop
interactive products for the consumer market and broadcast programming for
cable, satellite and interactive television.
The Company believes that it may increase the profitability of acquired
businesses by consolidating administrative activities, such as purchasing,
accounting and finance, which would allow management of the acquired
companies to focus exclusively on production, sales and marketing activities
and by providing the working capital necessary for the expansion of revenues
and earnings. CVI expects to select acquisition candidates based on the
following criteria:
a. Companies with existing revenues and earnings, that increase CVI's
interactive CD production capabilities, expand its corporate client base,
or that have high quality "off the shelf" corporate training or
professional education products that can be converted to interactive CD
and distributed through the acquired company's existing sales channels.
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b. Companies with existing revenues and earnings that are content-based
(i.e. have rights to movies, books, music, or images), and that have
content that can be converted to interactive CD and distributed through
the acquired company's existing sales channels. The Company believes
that it may increase the profitability of acquired consumer oriented
businesses by using its production expertise, developed in the corporate
market, to offer interactive products to the consumer.
The Company has signed non-binding letters of intent with two privately-held
companies and is actively searching for other acquisition opportunities.
Because the timing and size of acquisitions are difficult to forecast and
because the completion of acquisitions is dependent upon the Company raising
sufficient capital, there can be no assurance that such capital can be raised
in a timely manner, or if raised, that the acquisitions currently
contemplated or future acquisition opportunities can be completed and
successfully integrated into the operations of the Company.
Sales and Distribution
Clients for custom CD training titles are those companies for which
conversion from traditional classroom training to interactive CD training
would be economically advantageous. Clients for custom CD marketing titles
are those companies that have a complex product or service and are either
seeking new marketing channels or are investigating methods to enhance
marketing effectiveness. The Company primarily uses independent sales
consultants, most of whom have existing relationships with Fortune 500
companies, to directly solicit business on behalf of the Company.
A custom interactive CD marketing or training title can range in cost from
$25,000 for a simple generic production to well over $1,000,000 for a
feature rich extensive production. Contracts generally average $300,000 for
custom training titles and $100,000 for custom marketing titles. Because
the custom titles are "big ticket" items, the sales cycle can average 12
months or longer.
Product Development
The concept and outline for an interactive CD title are created by a
production team, which consists of subject matter experts, graphic artists,
writers, computer programmers, audio technicians and video editors. The
Company shoots original video footage (or uses a client's existing video),
then edits and digitizes the video. The Company records voice over
narration, edits and mixes prerecorded music from its music library, and
combines the elements together into final audio files. Animation, graphics
and the scanning and enhancing of photographs or other images are all
performed in-house. The audio and video files are programmed together to
produce the contents of the interactive CD program. The program is then
tested and recorded onto a master interactive compact disc from which many
copies may be produced and sold.
Competition
The interactive CD market is highly fragmented and populated mainly with
small independent producers of CD-ROM titles. The 15th edition of the CD-ROM
Directory lists 13,000 such titles that have been produced by an estimated
2,000 companies. Demand for CD-ROM titles and a corresponding increase in
production capacity does not necessarily mean an increase in competition.
The Company has found that relatively few interactive production companies
have targeted the corporate training market. CVI has made over 30
presentations to corporations, many of which are still in the decision
making process, and to-date has encountered direct competition from another
CD-ROM production company approximately 10% of the time. Over time, however,
competition can be expected to increase as more multimedia companies enter
the market to meet demand for product. Some of the competitors of the
Company may be expected to have far greater experience, financial resources
and/or more personnel than the Company in the development, production and
distribution of CD-ROM products. There can be no assurance that the Company
can compete successfully.
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Employees
As of December 31, 1996, the Company had five (5) full-time employees. None
of the Company's employees are subject to collective bargaining agreements.
The Company believes that its relationship with employees is excellent.
Cautionary Statement and Risk Factors
Cautionary Statement Regarding Forward-Looking Statements. In the interest
of providing the Company's shareholders and potential investors with certain
information regarding the Company, including management's assessment of the
Company's future plans and operations, certain statements set forth in this
Report relate to management's future plans and objectives or to the
Company's future economic and financial performance. Such statements are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are made pursuant to and in reliance
on the safe harbor provisions of such sections.
Although any forward-looking statements contained in this report or otherwise
expressed by or on behalf of the Company are, to the knowledge and in the
judgment of the officers and directors of the Company, expected to prove true
and to come to pass, management is not able to predict the future with
absolute certainty. Forward-looking statements involve known and unknown
risks and uncertainties which may cause the Company's actual performance and
financial results in future periods to differ materially from any projection,
estimate or forecasted result. These risks and uncertainties include, among
other things: the Company's ability to generate sufficient cash flow from
operations to meet its current and future obligations, the Company's ability
to access external sources of debt and equity capital; the Company's ability
to identify, evaluate and acquire other companies; and other such risks and
certainties described from time to time in the Company's periodic reports
and filings with the Securities and Exchange Commission. These and other
risks are described elsewhere in this report and in the Company's other
filings with the Securities and Exchange Commission. Accordingly,
shareholders and potential investors are cautioned that certain events or
circumstances could cause actual results to differ materially from those
projected, estimated or predicated. In addition, forward-looking statements
are based on management's knowledge and judgment as of the date of this
report, and the Company does not intend to update any forward-looking
statements to reflect events occurring or circumstances existing hereafter.
History of Losses; Accumulated Deficit. For the years ended December 31,
1996 and 1995, the Company incurred net losses of $627,527 and $837,269,
respectively. At December 31, 1996, the Company had an accumulated deficit
of $2,141,143 and its working capital deficit was $99,300. It is expected
that the Company will continue to experience losses and that, in order to
achieve profitability and generate cash flow, it will be dependent upon
acquiring additional debt or equity capital and acquiring other business
opportunities. There can be no assurance that the Company will be able to
do so. See "Item 6. Management's Discussion and Analysis or Plan of
Operations."
Limited Available Capital; Need for Additional Financing. Without raising
additional capital, the Company will be unable to execute its growth by
acquisition strategy and its ability to develop its existing CD-ROM
production business will be limited to the extent of available cash flow.
Accordingly, in order for the Company to achieve its business objective and
achieve profitable operations, it will be necessary to generate additional
cash flow from operations, raise additional debt and/or equity capital. The
Company has plans to raise additional capital from the sale of its
securities. No assurance can be given as to the availability or terms of
any such additional financing. Or that such terms as are available may not
be dilutive to the interests of the Company's shareholders. See "Item 6.
Management's Discussion and Analysis or Plan of Operations."
No backlog of orders or new contracts. At December 31, 1996, the Company
had no backlog of orders or contracts to develop additional CD-ROM titles.
Total sales volumes for future periods are significantly impacted by the
degree of success the Company experiences in its efforts to attract new
business. As a result, quarterly operating results generally depend on the
payments received under pre-existing or new contracts within the quarter,
which are difficult to forecast. Accordingly, any significant shortfall of
demand for the Company's services in relation to the Company's expectations
would have an immediate adverse impact on the Company's business, operating
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results and financial condition. In addition, the Company plans to increase
its operating expenses to fund greater levels of development, increase its
sales and marketing operations, develop new distribution channels and
broaden its customer support capabilities. To the extent that such expenses
precede or are not subsequently followed by increased revenues, the Company's
business, operating results and financial condition will be materially
adversely affected.
The Company expects to experience significant fluctuations in future
quarterly operating results that may be caused by many factors, including
demand for the Company's services, introduction or enhancement of products by
the Company and its competitors, market acceptance of new products, mix of
distribution channels through which products are sold, mix of products and
services sold, and general economic conditions. As a result, the Company
believes that period-to-period comparisons of its results of operations are
not necessarily meaningful and should not be relied upon as any indication of
future performance. Due to all of the foregoing factors, it is likely that
in some future quarter the Company's operating results will be below the
expectations of public market analysts and investors. In such event, the
price of the Company's Common Stock would likely be materially adversely
affected.
Reliance on Key Personnel. The Company is dependent upon the services of its
President, Sheryl D. Mabie; of its Secretary, Treasurer and Chief Financial
Officer, Rhonda Vincent; and of its key consultant, Gifford M. Mabie. The
loss of their services could have a material adverse effect upon the Company.
The Company does not have employment agreements with Ms. Mabie, Ms. Vincent,
or Mr. Mabie. The Company does maintain insurance on the lives of Ms. Mabie
and Ms. Vincent, but does not maintain insurance on the life of Mr. Mabie.
Dividends Unlikely. The Company has never declared or paid dividends on its
common stock and currently does not intend to pay dividends in the
foreseeable future. The payment of dividends in the future will be at the
discretion of the Board of Directors.
Item 2. Properties.
The Company leases approximately 4,000 square feet of office space for its
corporate headquarters from a non-affiliate under an operating lease that
expires December 14, 1997. The space can accommodate approximately 20 full
time employees. As to the payments required under the lease, see Note 17 of
"Notes to Consolidated Financial Statements" included in Appendix A.
Item 3. Legal Proceedings.
The Company is subject to claims of third parties from time to time arising
in the ordinary course of business. While the outcome of proceedings and
claims against the Company cannot be predicted with certainty, management
does not expect these matters to have a material adverse effect on the
financial position of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the shareholders of the Company
during the fourth quarter of 1995.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
On June 14, 1995, the Company's common stock began trading on the OTC
Bulletin Board under the symbol "CVIA". The following table lists the high
and low bid price quotations for the Company's Common Stock by quarter since
trading commenced:
Quarterly Period High* Low*
1996
Fourth Quarter ended December 31, 1996 $0.75 $0.21
Third Quarter ended September 30, 1996 $0.90 $0.31
Second Quarter ended June 30, 1996 $0.96 $0.56
First Quarter ended March 31, 1996 $1.28 $0.37
1995
Fourth Quarter ended December 31, 1995 $0.75 $0.28
Third quarter ended September 30, 1995 $0.81 $0.41
Period from June 14, 1995 to June 30, 1995 $1.00 $0.25
* Quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission, and may not necessarily represent actual transactions.
As of December 31, 1996, the Company had 20,000,000 shares of $0.01 par value
common stock authorized, of which 12,620,638 shares were issued and
outstanding. At December 31, 1996, the Company had 1,000,000 shares of
$0.01 par value preferred stock authorized, none of which is issued and
outstanding.
As of December 31, 1996 there were approximately 450 stockholders of record
of the Common Stock of the Company.
The Company has not paid any dividends on its Common Stock to date, and has
no plans to do so in the immediate future.
Item 6. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
In order to carry out its plans for additional corporate financing, the
Company, on December 18, 1996, entered into an arrangement with Select
Capital Advisors, Inc. ("Select") to provide investment advisory, brokerage
participation and other financial services for the purpose of securing
approximately $1,500,000 in additional equity and/or debt funding from
investors and/or financial institutions. Under the terms of the agreement,
a copy of which is filed as an Exhibit hereto, the Company made an initial
payment of $5,000 in cash and obligated itself to pay commissions of varying
percentages depending on the nature and amount of funds secured under the
contract. As of December 31, 1996, the Company had not completed any
financing under the terms of the agreement with Select. In the event the
Company is unsuccessful in raising the $1,500,000 in additional funds during
1997 upon acceptable terms, the business acquisitions planned by the Company
may, by necessity, be delayed or abandoned and the operations of the Company
reduced significantly.
To finance growth and capital needs during 1996, the Company generated
approximately $283,931 in cash from the sale of its Common Stock and the
exercise of certain common stock warrants. In addition, management and
certain non-affiliates loaned the Company approximately $55,807 of which
$17,500 was repaid during the year.
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During 1996, the Company purchased $91,440 in computers and related CD
production equipment, compared to $59,350 during 1995. It is anticipated
that during 1997, the Company have capital expenditures to maintain and
upgrade its computer and related CD production equipment, however, these
expenditures depend upon the level of revenues generated by the Company,
which can not be quantified at this time.
Looking ahead, management believes that current cash balances and revenues
generated from operating activities will not be sufficient to meet the
Company's long term capital needs. In order to complete its operating plan
for 1996, the Company intends to raise additional funds through the private
placement of convertible debt and/or the sale of its Common Stock.
Results of Operations: 1996 Compared to 1995
The factors which most significantly affected the Company's results of
operations for 1996 as compared to 1995 were the increase in revenues from
and expenses attributable to the Dowell contract.
Revenue in 1996 increased to $931,747 from $279,198 in 1995. Substantially
all of the revenues recognized during 1996 and 1995 were from the Dowell
contract, which was completed during December, 1996. At December 31, 1996,
the Company had no backlog of orders or new contracts (See "Item 1.
Business: Cautionary Statement and Risk Factors".)
Production expenses during 1996 increased by approximately $45,053, or 13%,
compared to 1995. Such increase resulted primarily from costs related to
narration, CD replication and packaging for the Dowell contract.
Office expense during 1996 increased by approximately $13,881, or 58%,
compared to 1995 primarily because of increased levels of communication via
telephone and express mail between the Company and its client.
Selling expenses during 1996 increased by approximately $164,000 compared to
1995. Of the increase, approximately 50% related to the payment of
commissions to an independent sales consultant in connection with the Dowell
contract and approximately 50% related to expenses for new business
development, which included marketing and travel expenses and the salary of
a full-time sales representative.
Professional fees during 1996 increased by approximately $49,000, or 66%,
compared to 1995 primarily because of certain legal, accounting and financial
consulting expenses incurred related to the financing of the Company. On
March 1, 1996, the Company entered into an agreement with Institutional
Investors Consulting Company ("IICC") to provide exclusive investment
advisory services for the purpose of securing a maximum of $5,000,000 in
additional equity and/or debt funding from investors and/or financial
institutions. In connection with such equity and/or debt funding, the
Company incurred $10,000 in expenses for IICC, and approximately $30,000 in
legal fees for preparation and printing of an offering document and related
materials. Because the offering was not successfully completed, the Company
and IICC, by mutual agreement, ended the offering and the agreement with
IICC was not renewed.
Depreciation and amortization expenses during 1996 increased by approximately
$14,000, or 8%, compared to 1995 as a result of depreciation of new equipment
and amortization of intangible assets.
During 1996, the Company incurred approximately $497,000 in expenses related
to advertising and promotion of the Company in the public market. Of the
expenses incurred, approximately $25,000 were paid in cash and $447,286 were
paid with Common Stock of the Company. Of the expenses paid with Common
Stock, the following is a summary of the significant activities:
The Company has retained the services of Investor Relations Corporation
("IRC") of Tulsa, Oklahoma under the terms of a services agreement dated
December 1, 1994 to provide certain investor relations functions for the
Company and to serve as liaison to the current and potential shareholders of
the Company. The principal owners of IRC are Rhonda R. Vincent, an officer
and director of the Company and Gifford M. Mabie, the spouse of the founder,
President and Chief Executive Officer of the Company. As compensation to
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IRC for services rendered under the contract, the Company issued 500,000
shares of its voting Common Stock to IRC at a deemed value of $0.20 per
share during December, 1994 and recorded the $100,000 as a prepaid expense.
IRC is expected to continue to assist the Company through the initial term of
the contract in all aspects of the Company's communication with its
securities holders and potential investors in the Company, including the
preparation of annual and quarterly reports and the coordination of
compliance with state and federal securities disclosure and reporting
requirements. During the year ended December 31, 1996, the Company amortized
$33,333 related to the IRC contract.
In February, 1996, the Company entered into an agreement with RDG Investments
("RDG") of Vancouver, British Columbia, to provide certain consulting
services to the Company with an objective of expanding investor and brokerage
firm awareness and interest in the Company and the Common Stock. Under the
terms of the three year agreement, RDG received 550,000 shares of restricted
Common Stock and 400,000 incentive stock options at $0.10 per share, which
were exercised during 1996. The contract was valued at $340,000 and was
recorded as a prepaid consulting contract. During the year ended December
31, 1996, the Company amortized $165,000 related to the RDG contract. During
1997, RDG is expected to continue to assist the Company in expanding investor
and brokerage firm awareness and interest in the Company and the Common Stock.
In October, 1996, the Company retained the services of RMJ & Associates
("RMJ") of Houston, Texas, to provide certain consulting services to the
Company with an objective of expanding investor and brokerage firm awareness
and interest in the Company and the Common Stock. RMJ received 600,000
incentive stock options at $0.30 per share, which were exercised during 1996.
The Company amortized $180,000 related to the arrangement with RMJ and
subsequent to year end, discontinued its relationship with RMJ.
Throughout 1996 and 1995, the Company retained the services of various other
consultants to assist in the investor relations activities of the Company.
The various other consultants received as consideration for their assistance
incentive stock options of the Company, which were exercised during 1996.
For the year ended December 31, 1996, the Company amortized approximately
$82,000 related to such activities.
Other expenses for 1996, which consist primarily of operating expenses not
covered by other categories in the income statement, remained consistent
with other expenses for 1995.
Item 7. Financial Statements.
Financial Statements
Page
Independent Auditors' Report 13
Balance Sheets at December 31, 1996 and 1995 14
Statements of Operations for the years ended December 31, 1996
and 1995 15
Statements of Shareholders' Equity for the years ended December
31, 1996 and 1995 16
Statements of Cash Flows for the years ended December 31, 1996
and 1995 17
Notes to Consolidated Financial Statements 19
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
In late 1996, the partner in charge of the audit of CVI's financial
statements left the firm of Briscoe Robinson Company to join Cross & Robinson
CPA's, LLP. Because of the partner's knowledge of CVI's financial statements
and experience in SEC matters, the Board of Directors of CVI, subsequent to
year end, approved the appointment of Cross & Robinson CPA's, LLP, as the
Company's independent accountants for the year ended December 31, 1996. The
change in accountants was disclosed in Form 8-K filed March 20, 1997.
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There were no disagreements with Briscoe Robinson Company, the Company's
former independent accountants, on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope and procedure
during 1996 and for the years from inception through December 31, 1995.
There were no disagreements with Cross & Robinson CPA's, LLP, the Company's
independent accountants, on any matter of accounting principals or practices,
financial statement disclosure, or auditing scope and procedure for the year
ended December 31, 1996.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission in connection with the
Company's Annual Meeting of Shareholders to be held May 28, 1997.
Item 10. Executive Compensation.
Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission in connection with the
Company's Annual Meeting of Shareholders to be held May 28, 1997.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission in connection with the
Company's Annual Meeting of Shareholders to be held May 28, 1997.
Item 12. Certain Relationships and Related Transactions.
Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission in connection with the
Company's Annual Meeting of Shareholders to be held May 28, 1997.
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PART IV
Item 13. Exhibits and Reports on Form 8-K.
Exhibits
The following exhibits are incorporated by reference and are an integral
part of this Form 10-KSB:
Exhibit Page of
No. Description of Exhibit this Report
- ------ -------------------------------------------------- -----------
2.01 Letter of Intent by and between the Registrant and
Texas Video & Post dated December 6, 1995 <F1>
2.02 Letter of Intent by and between the Registrant and
Inter Active Media dated January 24, 1996 <F1>
3.01 Certificate of Incorporation of the Registrant filed
in the office of the Oklahoma Secretary of State on
November 20, 1990 <F1>
3.02 Amended and Restated Certificate of Incorporation of
the Registrant filed in the office of the Oklahoma
Secretary of State on May 19, 1993 <F1>
3.03 Amended and Restated Certificate of Incorporation of
the Registrant filed in the office of the Oklahoma
Secretary of State on May 26, 1995 <F1>
3.04 Bylaws of the Registrant dated November 20, 1990 <F1>
3.05 Amended and Restated Bylaws of the Registrant dated
May 15, 1995 <F1>
3.06 Agreement of Merger dated May 15, 1995 by and between
Trident Enterprises, Inc. and the Registrant <F1>
3.07 Certificate of Merger of Trident Enterprises, Inc.
into the Registrant filed in the Office of the Oklahoma
Secretary of State on May 26, 1995 <F1>
4.01 Specimen Form of Certificate representing shares of
the Registrant's Common Stock <F1>
10.01 Production Agreement by and between the Registrant and
Dowell Division of Schlumberger Technology Corporation
dated January 1, 1995 <F1>
10.02 Services Agreement by and between the Registrant and
Investor Relations Corporation dated November 1, 1994
<F1>
10.03 Agreement by and between the Registrant and
Institutional Investors Consulting Company dated
March 1, 1996 <F1>
10.04 The Registrant's Stock Option Plan dated September 1,
1993 <F1>
10.05 The Registrant's Employee Stock Option Plan dated
September 1, 1993 <F1>
10.06 Agreement by and between the Registrant and Stanford
Keene & Associates dated August 21, 1995 <F1>
10.07 Agreement by and between the Registrant and RDG
Investments dated February, 1996 <F2>
23.01 Consent of Cross & Robinson CPA's 29
24.01 Power of attorney (included on the Signature Page of
this Form 10-KSB)
<F1> Incorporated herein by reference to the Registrant's Form 10-K for
the year ended December 31, 1995, filed with the Securities and
Exchange Commission on April 8, 1995.
<F2> Incorporated herein by reference to the Registrant's Form 10-Q for
the quarter ended March 31, 1996, filed with the Securities and
Exchange Commission on May 15, 1996.
Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during its last fiscal
quarter ended December 31, 1996.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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.
CORPORATE VISION, INC.
(Registrant)
April 14, 1997 /s/ Rhonda R. Vincent
- -------------- -----------------------
Date Rhonda R. Vincent, CPA
Vice President, Secretary,
Treasurer and Chief Financial Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Sheryl D. Mabie and Rhonda R. Vincent,
and each of them, each with full power to act without the other, his or her
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Report on Form 10-KSB, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his or her
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-KSB has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
Signature Capacity Date
/s/ SHERYL D. MABIE President and Chief Executive Officer; 4/14/97
Sheryl D. Mabie Chairman of the Board of Directors
(Principal Executive Officer)
/s/ RHONDA R. VINCENT Vice President, Secretary, and 4/14/97
Rhonda R. Vincent Treasurer (Principal Financial and
Accounting Officer)
/s/ JACK L. ARNOLD Director 4/14/97
Jack L. Arnold
/s/ PETER R. RAMSAROOP Director 4/14/97
Peter R. Ramsaroop
/s/ ARTHUR J. WALSH Director 4/14/97
Arthur J. Walsh
12
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Corporate Vision, Inc.
We have audited the balance sheet of Corporate Vision, Inc., an Oklahoma
Corporation, as of December 31, 1996 and the related statements of operations,
stockholders' equity, and cash flows for the year then ended. 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 audit. The financial statements of Corporate Vision, Inc., as of
December 31, 1995 were audited by other auditors whose report dated January
12, 1996 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 signifi-
cant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the 1996 financial statements referred to above present
fairly, in all material respects, the financial position of Corporate Vision,
Inc. as of December 31, 1996 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company has incurred a significant
net loss for the year ended December 31, 1996 and has incurred a loss for the
two month period ending February 28, 1997. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The consolidated financial statements do not include any adjustments that
might result from this uncertainty and do not include any adjustments to the
classification of assets and liabilities that might result should the
Company be unable to continue as a going concern.
CROSS & ROBINSON
/s/ CROSS & ROBINSON
Tulsa, Oklahoma
Certified Public Accountants
A Professional Corporation
February 28, 1997
13
<PAGE>
CORPORATE VISION, INC.
Balance Sheets
December 31, 1996 and 1995
Note
ASSETS Ref. 1996 1995
Current assets ----- ------- -------
Cash and cash equivalents $52,550 $40,335
Accounts receivable 5,029 ---
Prepaid assets (related party) 33,334 66,667
Prepaid assets 183,617 103,422
------- -------
274,530 210,424
------- -------
Property and equipment
Property and equipment, net 2 271,866 290,038
Other assets
Capitalized software, net 3 76,378 101,837
Goodwill, net 4 82,897 110,529
Consulting contracts, net 7 174,999 ---
Other assets, net 5 189,491 109,339
Licensing agreement, net 6 46,167 55,052
Marketing and distribution rights, net 9 33,334 44,445
------- -------
603,266 421,202
------- -------
TOTAL ASSETS $1,149,662 $921,664
---------- --------
LIABILITIES AND STOCKHOLDERS'EQUITY
Current liabilities
Accounts payable 75,068 1,000
Accrued liabilities 7,999 40,238
Notes payable 10 0 160,000
Payable to stockholders (related party) 11 43,520 122,512
Current portion of long term debt 12 30,292 32,966
------- -------
156,879 356,716
------- -------
Long term liabilities
Long term debt 12 0 38,712
Deferred income taxes 13 15,600 15,600
------ ------
15,600 54,312
------ -------
Total liabilities 172,479 411,028
Stockholders' equity
Preferred Stock, $0.01 par value
1,000,000 shares authorized, no
shares issued or outstanding at
December 31, 1996 and 1995 --- ---
Common Stock, $0.01 par value
20,000,000 shares authorized,
12,620,638 and 9,491,175 shares
issued and outstanding at December
31, 1996 and 1995, respectively 14 126,206 94,912
Additional paid-in capital 14 2,992,120 1,929,340
Deficit accumulated during development stage (2,141,143) (1,513,616)
---------- ----------
977,183 510,636
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $1,149,662 $921,664
---------- ----------
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
CORPORATE VISION, INC.
Statements of Operations
For the years ended December 31, 1996 and 1995
1996 1995
-------- --------
Revenue $931,747 $279,198
Production expenses
Personnel 320,024 329,263
Audio/Visual 69,683 15,391
------- -------
389,707 344,654
------- -------
General and administrative
Office 130,600 116,719
Selling 168,868 4,526
Professional fees 123,099 74,192
Depreciation and amortization 176,093 161,618
Investor relations 497,027 338,156
Other 59,502 62,873
--------- -------
1,155,189 758,084
--------- ---------
Income (loss) from operations (613,149) (823,540)
Interest expense 14,378 13,729
---------- ---------
Income (loss) before income taxes (627,527) (837,269)
Provision for income taxes
Current 0 0
Deferred 0 0
---------- ----------
Net income (loss) (627,527) $(837,269)
---------- ----------
Earnings (loss) per share $(0.05) $(0.09)
---------- ----------
Weighted average common shares outstanding 11,525,673 8,974,259
---------- ----------
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
<TABLE>
CORPORATE VISION, INC.
Statements of Stockholders' Equity
For the years ended December 31, 1996 and 1995
<CAPTION>
Price/ Common Par Paid-in Accumulated
Ref Share Shares Value Capital Deficit Total
--- ----------- --------- -------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 8,134,000 81,340 1,381,120 (676,347) 786,113
Net income (loss) for year (837,269) (837,269)
Stock issued for cash 14 $0.25-$0.50 655,960 6,560 281,419 287,979
Stock issued for services 14 $0.50 179,721 1,797 88,064 89,861
Less issue costs (67,342) (67,343)
Stock issued for services 14 $0.44-$0.63 419,800 4,198 229,345 233,543
Stock issued for CD-ROM rights
to "The Final Jihad" 6 $0.81 15,000 150 12,045 12,195
Stock issued to minority
shareholders of Trident 8 $0.06 86,694 867 4,689 5,556
--------- ------- ---------- ----------- ---------
Balance at December 31, 1995 9,491,175 $94,912 $1,929,340 $(1,513,616) $510,636
Net income (loss) for year (627,527) (627,527)
Stock issued for cash 14 $0.50-$0.63 723,175 7,231 276,699 283,931
Stock issued for debt 10 $0.50 85,288 852 41,791 42,644
Stock issued for services 14 $0.01-$0.58 2,321,000 23,210 744,290 767,500
--------- ------ ---------- ------------ ---------
Balance at December 31, 1996 12,620,638 $126,206 $2,992,120 $(2,141,143) $977,183
---------- -------- ---------- ------------ ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
CORPORATE VISION, INC.
Statements of Cash Flows
For the years ended December 31, 1996 and 1995
1996 1995
------------- ------------
Cash provided by (used in)
operating activities
Net income (loss) $(627,527) $(837,269)
Non-cash charges to earnings:
Depreciation and amortization 176,093 161,618
Consulting services 534,138 442,907
Other 0 78,000
Changes in operating assets and
liabilities
Change in accounts receivable (5,029) 6,354
Change in prepaid assets (3,500) 0
Change in consulting contracts 15,000 0
Change in accounts payable 74,068 (3,101)
Change in other current liabilities (29,595) 26,346
-------- ---------
133,648 (125,145)
(Cash provided by (used in)
investing activities
Investment in other assets (80,152) (244,980)
Purchase of equipment (91,440) (59,350)
--------- ---------
(171,592) (304,330)
--------- ---------
Cash provided by (used in)
financing activities
Loans from stockholders (related party) 64,307 116,538
Payments of stockholder loans (136,693) (87,990)
(related party)
Loans from non-affiliate stockholders 7,500 196,071
Payments of loans from non-affiliate
stockholders (127,500) (36,071)
Payments of long-term debt (41,386) (46,144)
Proceeds from issuance of common stock 283,931 220,637
--------- ---------
50,159 363,041
--------- ---------
Net change in cash 12,215 (66,434)
Cash at beginning of period 40,335 106,769
--------- ---------
Cash at end of period $52,550 $40,335
--------- ---------
Supplemental Disclosures
Cash paid for interest and income taxes:
Interest $14,378 $13,729
Income taxes 0 0
17
<PAGE>
Supplemental Disclosures (continued)
Non-cash investing and financing activities:
Stock issued to Trident shareholders 0 $5,556
Stock issued for rights to "The Final Jihad" 0 $12,195
Stock issued to convert note payable to
stockholder $42,644 0
Stock issued for services rendered $442,500 $233,542
Stock issued in advance for services rendered
by non-affiliates $325,000 0
Asset exchanged as payment for note $6,606 0
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Corporate Vision, Inc. ("CVI" or "the Company") is an interactive multimedia
production company that develops and produces custom CD-ROM, CD-i, On-line,
and Internet products for the corporate and consumer markets. To date, the
Company's business has centered on developing custom CD-ROM and CD-i
applications for Fortune 500 companies to use in their training and marketing
activities.
CVI was incorporated in Oklahoma on November 20, 1990 as a video production
company. In 1992, the Company began developing custom CD-ROM and CD-i
products for corporate clients.
In December, 1994, the Company purchased 90% of the outstanding common stock
of Trident Enterprises, Inc. (Trident), a publicly-traded Nevada corporation.
In May, 1995, the shareholders of CVI and Trident approved a merger of the
companies. As a result, the minority shareholders of Trident received 86,694
common shares of the Company in exchange for their ownership of Trident
common stock. Subsequent to the merger and share exchange, Trident ceased to
exist as a separate entity and Corporate Vision remained as the surviving
corporation. In June, 1995, the Company's common stock began trading on the
OTC Bulletin Board under the symbol "CVIA."
For the years ended December 31, 1995, 1994, 1993, 1992 and 1991, the Company
was classified as a development stage company.
Financial Condition
The Company's financial statements for the year ended December 31, 1996 have
been prepared on a going concern basis which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course
of business. The Company incurred a net loss of $628,544 for the year ended
December 31, 1996 and as of December 31, 1996 has an accumulated deficit of
$2,142,160 and a working capital deficit of $99,300.
At December 31, 1996, the Company completed its contract with Dowell
Schlumberger, which accounted for nearly all of the Company's revenue for
1996. As of December 31, 1996, the Company did not have any additional
contracts for services.
The Company has retained investment banking counsel to advise it on the
possible sale of equity securities. No assurance can be given that the
Company will be successful in raising additional capital. Further, there can
be no assurance, assuming the Company successfully raises additional funds,
that the Company will achieve profitability or positive cash flow.
Summary of Significant Accounting Policies
Cash and Cash Equivalents
The Company considers all highly liquid assets with maturities of three
months or less to be cash equivalents.
Fiscal Year End
The Company's fiscal year ends on December 31.
Property and Equipment
Property and equipment is recorded at cost. All material property and
equipment additions are capitalized and depreciated on a straight-line basis
over the estimated useful life of the asset.
Software Development Costs
Software development costs are capitalized in accordance with Financial
Accounting Standards Board Statement No. 86, "Accounting for the Cost of
Computer Software to be Sold, Leased, or Otherwise Marketed." Costs incurred
during the initial design phase are expensed. Once the software has been
19
<PAGE>
clearly defined and technological feasibility has been established, software
development costs are capitalized and amortized on a straight-line basis over
an estimated useful life of five (5) years. Software development costs are
carried at their net realizable value and, as such, an annual review of
software development costs is conducted and the costs of obsolete software
are written off.
Use of Estimates
The preparation of financial statements in conformity with generaly accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income Taxes
Effective January 1, 1991, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires
the measurement of deferred tax assets for deductible temporary differences
and operating loss carryforwards, and of deferred tax liabilities for taxable
temporary differences. Measurement of current and deferred tax liabilities
and assets is based on provisions of enacted tax law. The effects of future
changes in tax laws or rates are not included in the measurement. Valuation
allowances are established when necessary to reduce deferred tax assets to
the amount expected to be realized. Income tax expense is the tax payable
for the period and the change during the period in deferred tax assets and
liabilities.
Earnings per Share
Earnings per share are computed based on the weighted average number of
common shares outstanding during the periods presented, including, if
dilutive, shares issuable under the stock option plans and warrants.
Revenue Recognition
Revenue is recognized monthly based upon the terms of the contract.
Reclassifications
Certain reclassifications were made to prior year financial statements to
conform to the 1996 financial statement format.
Major Customer
The Company develops and produces custom CD-ROM, CD-i, On-line, and Internet
products for customers primarily in the continental United States. For the
years ended December 31, 1996 and 1995, substantially all of the revenue
received was from one customer. The contract with that one customer was
completed in December, 1996.
2. PROPERTY AND EQUIPMENT, NET
Estimated
Useful Life 1996 1995
------------- -------- --------
Computers and equipment 5-7 Years $486,776 $396,739
Furniture 5 Years 49,863 48,460
Leasehold improvements 31.5-39 Years 55,930 55,930
Vehicles 7 Years 0 34,682
-------- --------
592,569 535,811
Accumulated depreciation (320,703) (245,773)
-------- --------
$271,866 $290,038
-------- --------
20
<PAGE>
3. CAPITALIZED SOFTWARE, NET
1996 1995
--------- --------
Employee expenses $100,354 $100,354
Contract labor 14,984 14,984
Audio/visual expenses 11,958 11,958
--------- --------
127,296 127,296
Accumulated amortization (50,918) (25,459)
--------- --------
$76,378 $101,837
--------- --------
4. GOODWILL, NET
1996 1995
---------- --------
Transaction consulting fees (related party) $80,500 $80,500
Accounting and legal fees 57,661 57,661
------- -------
138,161 138,161
Accumulated amortization (55,264) (27,632)
------- -------
$82,897 $110,529
------- --------
In connection with the purchase of and subsequent merger with Trident (See
Note 7), the Company incurred various costs in excess of the book value of
Trident's assets. These costs were recorded as goodwill during 1995
and are being amortized over a five (5) year period.
5. OTHER ASSETS, NET
Amortization
Period 1996 1995
------------ -------- -------
Acquisition costs 2 Years $47,322 $35,820
Acquisition and financing
consulting fees (related
party) 2 Years 139,650 71,000
Deposits --- 2,519 2,519
-------- --------
$189,491 $109,339
-------- --------
During 1995, the Company incurred certain costs related to the acquisition
and financing of Texas Video & Post, a privately-held video production
company in Houston, Texas. The acquisition is subject to the negotiation of
a definitive agreement and financing conditions. The acquisition was pending
as of December 31, 1996. The completion of the acquisition is dependent upon
the raising of additional equity capital. No assurance can be given that the
Company will be successful in raising such capital.
21
<PAGE>
6. LICENSING AGREEMENT, NET
1996 1995
------- -------
Licensing agreement: "The Final Jihad" $12,195 $12,195
Licensing agreement: animations and artworks 50,000 50,000
------- -------
62,195 62,195
Accumulated amortization (16,028) (7,143)
------- -------
$46,167 $55,052
------- -------
On June 28, 1995, the Company purchased the CD-ROM rights and a six month
option on the motion picture rights to "The Final Jihad", a novel about
terrorism in the United States. The rights were acquired for future
development of an interactive CD for the consumer market. The rights, which
extend through June 28, 2000, were acquired for 15,000 shares of CVI common
stock and will be amortized over the five (5) year life of the agreement.
On December 28, 1995, the option on the motion picture rights expired.
On November 30, 1994, the Company entered into a licensing agreement with
Interactive Video Systems, Inc., a British Columbia corporation, ("IVS") to
use certain copyrighted and noncopyrighted original animations, drawing and
other artworks developed and owned by IVS. The term of the agreement is for
a minimum of five (5) years, and thereafter so long as CVI is actively
developing, marketing and distributing productions utilizing the animations
and artworks. The $50,000 cost is being amortized over the life of the
agreement.
7. CONSULTING CONTRACTS
In February 1996, the Company entered into a three year agreement with RDG
Investments ("RDG") of Vancouver, British Columbia, to provide certain
consulting services to the Company with an objective of expanding investor
and brokerage firm awareness and interest in the Company and its Common
Stock. Under the terms of the agreement, RDG received 550,000 shares of
common stock of the Company, valued at $300,000 or $0.55 per share, and
400,000 stock options at an exercise price of $0.10 per share. The contract
was valued at $340,000 and was recorded as a prepaid consulting contract.
During 1996, the Company expensed $165,000 as services were rendered.
The balance of $175,000 at December 31, 1996 will be expensed as
services are rendered over the remaining life of the agreement.
8. PURCHASE OF AND MERGER WITH TRIDENT ENTERPRISES, INC.
Effective December 8, 1994, the Company purchased from IVS Holdings, Inc.
("IVS") 18,000,000 shares of common stock ($0.001 par value) of Trident
Enterprises, Inc. ("Trident"), a publicly-traded Nevada corporation, for
$50,000. As a result, the Company owned 90% of Trident's 20,000,000 issued
and outstanding common stock at December 31, 1994.
On May 15, 1995, the shareholders of CVI and Trident approved a merger of the
companies and a reincorporation to the state of Oklahoma. In connection with
the merger, the minority shareholders of Trident exchanged their 2,000,000
outstanding common stock of Trident for newly issued stock of CVI at an
exchange ratio of 33 to 1. As a result, the Trident shareholders received a
total of 86,694 shares (including 28,800 shares to cover fractional and other
interests) of the Company's common stock. The exchange ratio was based on
the minority ownership of Trident as compared to the combined net worth of
CVI and Trident at December 31, 1994. Subsequent to the merger and share
exchange, Trident ceased to exist as a separate entity and Corporate Vision
remained as the surviving corporation. CVI is governed by Oklahoma law and
by a new certificate of incorporation and bylaws effected by the
Reincorporation.
22
<PAGE>
9. MARKETING AND DISTRIBUTION RIGHTS, NET
1996 1995
-------- --------
Marketing and distribution rights:
interactive kiosk $55,556 $55,556
Accumulated amortization (22,222) (11,111)
-------- --------
$33,334 $44,445
-------- --------
The assets of Trident (see Note 7 for details regarding the Company's
purchase of and subsequent merger with Trident) consisted of a marketing and
distribution agreement with Interactive Videosystems, Inc. ("IVS") to market
an interactive kiosk developed by IVS. As a results of the merger, the
Company is amortizing the asset over its useful life of five (5) years.
10. NOTES PAYABLE
During 1996 and 1995, the Company obtained and repaid a total of $7,500 and
$36,071, respectively, in short term loans from a non-affiliated stockholder.
On July 24, 1995, the Company obtained a total of $160,000 in unsecured loans
from three individuals, one of which was a 5% beneficial owner of the Company
and two of which were non-affiliates of the Company, in the amounts of
$80,000, $40,000 and $40,000, respectively. The promissory notes carried an
annual interest rate of 10% and were due December 31, 1995. Because the
Company was unable to repay the notes by their due dates, effective January
1, 1996, the annual interest rate on the notes increased to 15%. In
addition, on January 1, 1996, the Company issued warrants to the shareholders
to purchase 80,000, 40,000 and 40,000 shares of common stock, respectively,
at $1.00 per share at any time prior to January 1, 1998.
On February 22, 1996, one of the non-affiliates of the Company converted his
$40,000 note payable plus accrued interest of $2,644 to 85,288 shares of
common stock at $0.50 per share. In addition to the common stock, the
Company issued 85,288 warrants which allow the purchase an additional share
of common stock at $0.50 per share at any time prior to February 21, 1998.
During 1996, the Company paid the remaining notes outstanding, which
consisted of $120,000 in principal and $12,272 in accrued interest. The
notes outstanding were paid in full on July 24, 1996.
11. PAYABLE TO STOCKHOLDERS
1996 1995
------- -------
Note dated November 30, 1995 0 $19,000
Note dated December 29, 1995 $5,213 103,512
Note dated December 31, 1996 38,307 0
------- --------
$43,520 $122,512
------- --------
During 1996 and 1995, Sheryl Mabie, President and CEO loaned the Company
funds to cover certain operating expenses. The notes accrue interest at a
rate of 10% per year and are payable on demand.
23
<PAGE>
12. LONG TERM DEBT
1996 1995
--------- ---------
First National Bank of Broken Arrow, Oklahoma
Variable interest (Prime plus 2.5%, interest
currently 11.25%), due 2/15/98, monthly
installments of $3,280 (principal and
interest). Note is secured by equipment
and furniture of the Company and by
personal guarantee of Sheryl Mabie,
President and CEO. $30,292 $71,678
Less: current maturities (30,292) (32,966)
-------- --------
0 $38,712
-------- --------
Current maturities of long term debt for the year ended December 31, 1997 are
$0. No long term debt will remain outstanding subsequent to 1997.
13. INCOME TAXES
The Company has incurred net operating losses since inception and has a loss
carryforward of approximately $1,873,100 at December 31, 1996, expiring in
years beginning in 2006. Deferred tax assets have not been recorded for
future reduction in income taxes that may result from the net operating loss
carryforward.
1996 1995
------ ------
Provision for income taxes:
Current income tax (benefit) expense 0 0
Deferred income tax (benefit) expense 0 0
------ ------
0 0
The deferred tax assets and liabilities are as follows at December 31:
1996 1995
------- -------
Net operating loss carryforward 458,700 320,600
Depreciation (15,600) (15,600)
------- -------
443,100 305,000
Valuation allowance 458,700 320,600
------- -------
Net Deferred Tax Liability 15,600 15,600
------- -------
Deferred taxes reflect a combined federal and state tax rate of approximately
24%.
For financial reporting purposes, a valuation allowance of $458,700 has been
recognized to offset deferred tax assets in excess of deferred tax
liabilities. The balance at January 1, 1996 was $320,600 resulting in change
of $138,100. The balance at January 1, 1995 was $126,700 resulting in a
change of $193,900 for the period ended December 31, 1995.
14. COMMITMENTS AND CONTINGENCIES
Operating Lease
The Company presently leases 4,000 square feet of office space under an
operating lease that expires December 15, 1997. The total amount of lease
commitment for the year ended December 31, 1997 is $37,077. The Company
intends to renew the lease at the end of the lease term.
Litigation
The Company is a defendent in a lawsuit arising from normal business
activities. Management has reviewed pending litigation with legal counsel
and believes that the action is wihtout merit or that the ultimate liability,
if any, resulting from it will not materially affect the Comapnies' financial
position.
24
<PAGE>
15. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
During the year ended December 31, 1996
- ---------------------------------------
In February, 1996, the Company issued 85,288 shares of common stock to a non-
affiliated note holder in exchange for the cancellation of indebtedness. In
addition, the note holder was granted 85,288 warrants to purchase common
stock at $0.50 per share on or before February 21, 1998.
In March, 1996, the Company issued 550,000 shares at $0.50 per share for
certain consulting services rendered to the Company by a non-related party
with an objective of expanding investor and brokerage firm awareness and
interest in the Company.
In May, 1996, the Company issued 398,175 shares at an average price of $0.38
per share as a result of the exercise of warrants by non-affiliated
shareholders. The proceeds consisted of $101,431.08 in cash and $50,000 in
printing services.
During 1996, the Company issued 131,000 shares at $0.50 per share for certain
financial consulting services rendered to the Company by a non-related parties
During 1996, the Company completed a private offering of 455,000 units, each
unit consisting of one share common stock at $0.50 per share and one warrant
to purchase an additional share of common stock at $0.50 per share. The
warrants expire at various times ranging from March 1, 1998 to October 8,
1998. The proceeds consisted of $127,500 in cash and $100,000 in video
production services to be rendered by a non-related party.
During 1996, the Company issued 1,400,000 shares through the exercise of
stock options pursuant to the Company's Stock Option Plan.
During 1996, the Company issued 110,000 shares of its Common Stock through
the exercise of stock options pursuant to the Company's Employee Stock Option
Plan.
During the year ended December 31, 1995
- ---------------------------------------
In May, 1995, the Company completed a private offering of 625,681 units, each
unit consisting of one share common stock at $0.50 per share and one warrant
to purchase an additional share of common stock at $0.50 per share at any
time prior to May 14, 1996. The proceeds consisted of $222,979 in cash and
$89,861 in services (primarily printing and graphic design) rendered by
non-related parties.
In May, 1995, the Company issued 86,694 shares of common stock in connection
with its merger with Trident (see Note 7).
In June, 1995, the Company issued 15,000 shares of common stock at $0.81 per
share to acquire the rights to "The Final Jihad" (see Note 6).
In July, 1995, the Company issued 160,000 shares of common stock at $0.25 per
share for cash. The transaction was in connection with obtaining $160,000 in
unsecured loans from three individuals, one of which was a 5% beneficial
owner of the Company and two of which were non-affiliates of the Company.
The individuals were issued 80,000, 40,000 and 40,000 shares, respectively.
In October, 1995, the Company issued 50,000 shares of common stock at $0.50
per share and warrants to acquire 50,000 shares of common stock at $0.50 per
share through October 31, 1997 to an individual for cash. The warrants have
a call provision which requires exercise when the ten day average bid price
of the Company's common stock reaches $1.25 per share.
During 1995, the Company issued 419,800 shares of common stock at prices
ranging from $0.44 to $0.63 per share in connection with services (primarily
corporate advertising, mailing and consulting) rendered by non-related
parties.
25
<PAGE>
16. STOCK OPTION PLANS
Corporate Vision, Inc. Stock Option Plan
Key employees and consultants, as determined by the Board of Directors, may
participate in the Stock Option Plan, for which the Company has reserved
2,000,000 shares. The exercise price for tax qualified "incentive stock
options" may be no less than the market value of the Company's common stock
on the date of grant. The exercise price for non-qualified options are
subject to determination by the Board of Directors. Terms of exercise and
expiration dates are subject to determination by the Board, however, no
option may be exercised prior to the expiration of ninety (90) days from the
date of grant and no option may extend longer than five (5) years from the
date of grant.
Corporate Vision, Inc. Employee Stock Option Plan
All full-time employees are eligible to receive options granted pursuant to
the Employee Stock Option Plan, for which the Company has reserved 1,000,000
shares. Options are granted as determined by the Board of Directors. The
exercise price for these non-qualified options is equal to the market value
of the Company's common stock on the date of grant. Options expire no later
than five (5) years from the date of grant.
The following table details stock option activity for the year ended December
31, 1996. All outstanding options as of December 31, 1996 were exercisable:
1996 Price Range
---------- --------------
CVI Stock Option Plan
- ---------------------
Beginning balance 675,000 $0.25 to $0.63
Options granted 1,525,000 $0.10 to $0.63
Options exercised 1,400,000 $0.10 to $0.63
Options expired/forfeited 450,000 $0.63
----------
Ending balance 350,000 $0.25 to $0.63
----------
CVI Employee Stock Option Plan
- ------------------------------
Beginning balance 306,000 $0.01 to $1.00
Options granted 71,633 $1.00
Options exercised 110,000 $0.01
Options expired/forfeited 0
-------
Ending balance 267,633 $0.01 to $1.00
-------
17. WARRANTS
At December 31, 1996, the Company had warrants outstanding to acquire 590,288
shares of common stock at $0.50 per share, which expire at various times
ranging from February 21, 1998 to October 8, 1998 and warrants to acquire
160,000 shares of common stock at $1.00 per share which expire January 1,
1998.
26
<PAGE>
18. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1996:
- ----------------------------------------
Sheryl Mabie, President and CEO, loaned the Company, from time to time, a
total of $38,307 to cover certain operating expenses incurred during 1996.
During 1996, the Company repaid a total of $110,693 in notes payable to Ms.
Mabie. In addition, the Company further reduced the notes payable to Ms.
Mabie by exchanged a vehicle, which had a net book value of $6,606. The
outstanding notes payable balance of $43,520 accrues interest at a rate of
10% per year and is payable upon demand.
During 1996, the Company paid Investor Relations Corporation ("IRC") to
provide certain services related to the acquisition of TVP and the financing
of the Company. IRC is owned by Rhonda Vincent, Treasurer and CFO and
Gifford Mabie, spouse of Sheryl Mabie, President and CEO. During 1995, the
Company paid a total of $94,800 to IRC for such consulting services, of which
$87,400 were related to the acquisition and financing of the TVP acquisition
(such costs were included as part of Other Assets. See Note 5.), and $7,400
were related to investor relations activities.
During the year ended December 31, 1995:
- ----------------------------------------
Sheryl Mabie, President and CEO, loaned the Company, from time to time, a
total of $116,538 to cover certain operating expenses incurred during 1995.
During 1995, the Company repaid $87,990 of which $72,026 related to 1995
operating expenses and $15,964 related to 1994 operating expenses. The
outstanding balance of $122,512 accrued interest at a rate of 10% per year.
The Company retained Investor Relations Corporation ("IRC") to provide
certain services related to the purchase of and subsequent merger with
Trident, the acquisition of TVP and the evaluation of other prospective
acquisition candidates, and the financing activities of the Company. During
1995, the Company paid a total of $151,500 to IRC for such consulting
services, of which $80,500 were related to the purchase of and subsequent
merger with Trident (such costs were included as part of Goodwill. See Notes
4 and 6), $52,250 were related to the acquisition of TVP, and $18,750 were
related to financing activities.
27
<PAGE>
19. EARNINGS PER SHARE
The following table reconciles the number of common shares outstanding as
shown on the Balance Sheets with the weighted average common shares
outstanding as shown on the Statements of Operations for the years ended
December 31, 1996 and 1995.
1996 1995
------------ ---------
Common shares outstanding 12,661,708 9,491,175
Effect of using weighted average common
and common equivalent shares outstanding (1,264,711) (429,416)
Effect of shares issuable under stock
option plans based on the treasury stock
method 128,676 87,500
---------- ---------
Weighted average common shares outstanding 11,525,673 8,974,259
---------- ---------
20. PENDING ACQUISITIONS
On December 12, 1995, the Company announced the signing of a letter of intent
to acquire 100% of the common stock of Texas Video & Post, a privately-held
video production company in Houston, Texas, for $600,000 in cash and the
equivalent of $2,400,000 in shares of restricted common stock. The letter of
intent, which is non-binding, is subject to the negotiation of a definitive
agreement and financing conditions. It is envisioned that the transaction
will be accounted for as a purchase. No assurance can be given that the
Company will be successful in raising additional capital or if successful,
that the acquisition will be completed.
28
<PAGE>
CROSS AND ROBINSON
To the Board of Directors and Stockholders
of Corporate Vision, Inc.
We hereby do consent to the inclusion of the December 31, 1996 independent
auditor's report in the Corporate Vision, Inc. FORM 10-KSB for the year
ended December 31, 1996.
CROSS AND ROBINSON
/S/ CROSS AND ROBINSON
-------------------------
Certified Public Accountants
Dated: April 7, 1997
29
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
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