SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORPORATE VISION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Oklahoma 6211 73-138-820
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification
Code Number)
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6130 South Memorial, Tulsa OK 74133 (918) 748 - 3603
(Address and telephone number of principal executive offices)
Keith A. Anderson
Chief Executive Officer
6130 South Memorial Drive, Tulsa OK 74133
(918) 748- 3603
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of each Amount Proposed Proposed
class of to be maximum Amount of
securities registered offering aggregate
registered (1) price per unit fee price
(1)
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[S] [C] [C] [C]
Preferred Stock
Shares 150,000 $15.00
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Common Stock
Par Value .01
(2)(3) 500,000
______________________________________________________________
TABLE
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Issuable upon exercise of Redeemable Common Stock Private Placement
Warrants at a strike price of $3.00 per warrant, or $ 1,179,000 if the
conversion is made in full.
(3) Registration of 40,000 private placement stocks made in September and
October 1998.
(4) This offering is being self underwritten by The Company.
Pursuant to rule 416 there are also registered an indeterminate number of
shares of Common Stock which maybe issued pursuant to the anti - dilution
provisions applicable to the Private Common Stock Purchase Warrants.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE ORDATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THISREGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITHSECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENTSHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED NOVEMBER 30, 1998
[LOGO OF CORPORATE VISION, INC.]
Corporate Vision, Inc. (The "Company") is hereby offering 150,000 shares of
Series A Preferred Stock (the "preferred Stock") with .01 par value per
share. The Series A Preferred Share will automatically convert into 10 shares
of the Company's Common Stock, Par Value .01 per share on September 1, 2003.
If the Company fails to have $1,000,000 or more pre-tax earnings for the
twelve months ended June 30, 2002, exclusive of extraordinary items, or upon
the failure of the Company's Common Stock Does not trade for at least $10.00
a share for tewnty days between June 30,2002 and August 15, 2003, then the
company will declare a dividend on each Series A Preferred Stock of
one - fifth share of Series A preferred Stock. The Company will declare a
similar dividend on the Preferred stock unless the Common Stock trades above
$10.00 a share for 20 consecutive days after July 15, 2003, but before August
15, 2003, or if the Company fails to have pre - tax earnings of $2,000,000
exclusive of extraordinary and non - recurring items.
The Common Stock is traded on the Bulletin Board maintained by the National
Association of Securities dealers, Inc. under the symbol "CVIA." On November
30, 1998 the last reported sales price for the Common Stock was $1.50 per
share.
OF STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and the financial statements and notes thereto appearing
elsewhere in this Prospectus. Each prospective investor is urged to read this
Prospectus in its entirety. This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Risk Factors" and elsewhere in this prospectus.
THE COMPANY
The Company is a developmental stage holding company, venture capital and
investment banking company, its current and future assets consist primarily
of investments in its subsidiaries or purchasing assets in potential
subsidiaries and or high yield income producing real estate properties.
The Company focuses on small companies of less than $10,000,000 market value.
Corporate Vision will focus our human and capital resources to better serve
our clients through high value-added activities. Our growth strategy is based
on leveraging our leadership positions to pursue growth opportunities in both
exsisting and new markets, where the company believes it can earn high returns.
Corporate Vision Inc. was incorporated in 1990, its domicile is Oklahoma.
The executive offices of the Company are located at 6130 South Memorial Drive,
Tulsa OK 74133. The Company phone number is 918 748-3603.
The Offering
Securities offered...................................150,000 shares of Series
A preferred stock.
See "Description of Securities."
Description of Series A Preferred Stock
The Series A Preferred Share will automatically convert into 10 shares of the
Company's Common Stock, Par Value .01 per share on September 1, 2003. If the
Company fails to have $2,000,000 or more pre-tax earnings for the twelve months
ended June 30, 2002, exclusive of extraordinary items and non recurring items,
or upon the failure of the Company's Common Stock Does not trade for at least
$10.00 for ten days between June 30, 2002 and August 15, 2003, then the
company will declare a dividend on each Series A Preferred Stock of
one - fifth share of Series A preferred Stock. The Company will declare a
similar dividend on the Preferred Stock unless the Common Stock trades above
$10.00 a share for 20 consecutive days after July 15, 2003, but before August
15, 2003, or if the Company fails to have pre - tax earnings of $2,000,000
exclusive of extraordinary and non - recurring items.
Common Stock Outstanding :
Before the offering.............................. 440,000 shares
After the offering................................ 833,000 shares (1)
After the conversion of Series A Preferred Stock 2,333,000 shares (1)
Use of Proceeds.................................. Pay debt, acquire
holdings in select
private companies.
Hire a staff of
specialists, real
estate, venture
capital acquisitions
and working capital.
See "Use of
Proceeds."
Risk Factors.......................................... The Securities are
speculative, involve
a high degree of risk
and should not be
purchased by
investors who cannot
afford the loss of
their entire
investment.
See "Risk Factors."
Proposed Bulletin Board Symbols
Series A Preferred Stock.............................. CVIAP
Common Stock......................................... CVIA
------------------------------------------
(1) Includes shares issuable upon the exercise of the private warrants
(2) outstanding on the date of this Prospectus or to be issued as follows:
(3) 393,000 common shares issuable upon the exercise of the private warrants.
(i) 1,500,000 common shares issuable upon conversion of the Series A Preferred
stock.
(4) Excludes dividend of 400,000 shares of Common Stock to be declared on the
Series A Preferred Stock. If the Company fails to have $2,000,000 or more
pre-tax earnings for the twelve months ended June 30, 2002 and an additional
400,000 shares of common stock that may be issued pursuant to a second
dividend in the event the Company's Common Stock trades below $10.00 a share for
20 consecutive days between June 30, 2002 and Aug 15, 2003
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, EACH PROSPECTIVE
INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING THE
COMPANY AND ITS BUSINESS BEFORE PURCHASING THE COMMON STOCK OFFERED HEREBY.
NO INVESTOR SHOULD PARTICIPATE IN THE OFFERING UNLESS SUCH INVESTOR CAN
AFFORD A COMPLETE LOSS OF HIS OR HER INVESTMENT. THIS PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUALRESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED
ENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING BUT NOT LIMITED TO THOSE SET
FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS.
HISTORY OF OPERATING LOSSES; NO ASSURANCE OF FUTURE PROFITABILITY; FUTURE
CAPITAL NEEDS; NO ASSURANCE OF FUTURE FINANCING.
The Company was incorporated in November, 1990 and has incurred significant
losses in every fiscal period since inception. As of November 30, 1998 the
Company had an accumulated deficit of $ 4,832,276.37.The Company expects to
incur minimal quarterly losses at least though the second fiscal quarter of
1999, and possibly longer. There can be no assurance that sales of the
Company's services will ever generate significant revenue, that the Company
will ever generate positive cash flow from its service operations or that the
Company will attain or there after sustain profitability in any future period.
See " Management's Discussion and Analysis of Financial Condition and Results
of Operations."
The net proceeds of this offering are estimated to be $3,429,000, assuming
the exercise of the previously placed private warrants. In the absence of
receiving the proceeds of this offering, the company anticipates that its
existing capital resources and cash generated from operations, if any, will
be sufficient to meet the company's cash requirements only through the end of
1998 at its anticipated level of operations. The Companies future capital
requirements will depend upon numerous factors, including the amount of revenues
generated from operations, the cost of the Company's sales and marketing
activities and the extent of the Company's research and development activities,
none of which can be predicted with certainty. The Company anticipates that the
proceeds of this offering, together with existing capital resources and cash
generated from operations, if any, will be sufficient to meet the Company's
cash requirements through the end of the 2001. However the Company may seek
additional funding during the next 12 months, but it will be unlikely to be
required, to seek additional funding after such time.
VIABILITY OF COMPANY ABSENT THIS OFFERING
Since the rendering of the Company for the fiscal years ended December 31,
1997, expressing concern on the future viability of the Company. Management
has taken a number of steps they believe will assure the future viability of
the Company irrespective of the outcome of this offering: however there can be
no assurance that these efforts will be successful. If not successful the
company will not be able to expand beyond its current operations. Management
believes The Company would be able to pay its existing and recurring debts as
they come due because of the capital generated from the proceeds of the T. L.
Phipps and Company, And/or ArchivesCD Inc. or one of the other companies
considering making public stock offerings, through the Corporate Vision
business model.
PART OF NET PROCEEDS FROM THIS OFFERING NOT SPECIFICALLY ALLOCATED
Approximately 7% of the net proceeds (with out the warrant conversions) which
are to be derived from this offering are allocated to working capital reserves,
and their uses have not been specifically identified by management. These
proceeds will be applies as business exigencies arise, none of which
management may presently anticipate. Decisions as to the application of these
funds will be made without shareholder input: thus, investors in this offering
will be entrusting this portion of their funds to management without any
commitment as to their use.
See "Use of Proceeds"
RECENT STOCK PRICES HAVE FLUCTUATED WIDELY
VOLATILITY OF STOCK PRICE The trading price of the Company's Common Stock has
been subject and may continue to be subject to wide fluctuations in response
to quarterly variations in operating results, also fluctuations in Global and
United States economics and stock markets will have a direct impact on
Corporate Visions activities and value as that of a holding company and a
Venture Capital Company. In addition, the stock market in general and the
market prices for small companies in particular, have experienced extreme
volatility that has often has been unrelated to the operating performance of
such companies. These broad market and industry fluctuations may adversely
affect the trading price of the Company's Common Stock, regardless of the
Company's operating performance.
PART OF THE NET PROCEEDS FROM THIS OFFERING WILL BE USED TO RETIRE
ALL PREVIOUSLY INCURRED DEBT.
Approximately 7% of the net proceeds to be derived from this offering are
allocated to the repayment of debt which was previously incurred by past
management.
RISKS TO PURCHASING PARTIAL OWNERSHIP IN PRIVATE COMPANIES.
As Corporate Vision purchases partial ownership in private companies as part
of the business plan to prepare these companies for public offerings. The
Company cannot guarantee the viability of these companies, market and investor
reactions to these offerings. The Private Company will be required to provide a
detailed and impartial audit of its business, through respectable and reputable
auditing firm, but this is still no assurance the information contained and
presented to Corporate Vision will be accurate or truthful.
NO PROTECTION, OTHER THAN COMMON LAW, FOR INTANGIBLE ASSETS
The Company has limited protection for its intangible assets. There is no
assurance the Company would be successful in any suit to protect is intangible
assets. Any loss of these assets would result in increased competition to the
company and have a negative effect on the company's value and cash flows and
revenues
PART OF NET PROCEEDS FROM THIS OFFERING WILL BE USED FOR FUTURE LEGAL FEES,
FOR ASSET RECOVERY OF PREVIOUS MANAGEMENTS ACTIONS.
Approximately 1% of the net proceeds to be derived from this offering are
allocated to the hiring of a Securities law firm to start immediate asset
recovery from the previous management questionable use of the Company's money,
in vendor contract services rendered, co-mingling of the Companies money for
personal items, non beneficial loans of the Company's money, and other issues
to be addressed. The Current Management cannot guarantee the recovery of all
funds in question, nor favorable rulings judgements or settlements on the behalf
of the Company.
SUCCESS OF COMPANY DEPENDS ON KEY PERSONNEL
The Success of the Company is dependent on the efforts of Mr. Keith A.
Anderson, the loss of whose services would be difficult to replace, particularly
on a short term basis. The Company has no employment agreement with Mr. Anderson
or has obtained key man life insurance on his life.
See Management.
The Company's future success depends substantially upon the efforts of its
executive officer, Keith A. Anderson, Who joined the company in August 1998
as President, Chief Executive Officer and Director, and is not covered by key
man life insurance. Upon the completion of this offering the Company will be
actively seeking key personnel to market and assist the operations of the
Company.
The Company's ability to successfully market its current services, will require
it to attract, retain and motivate additional key employees including support,
research, marketing and development of the services. There can be no assurance
that the Company will be successful in achieving any of these goals, and the
failure to do so would have a material adverse effect on the Company's business,
financial condition and results of operations.
See "Management" and "Business - Personnel."
RISKS ASSOCIATED WITH MANAGING GROWTH
The Company's anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, research
and development and finance and administrative operations. The Company's future
performance will depend in part on its ability to manage any such growth, should
it occur, and to adapt its operational and financial control systems, if
necessary, to respond to changes resulting from any such growth. There can be no
assurance that the Company will be able to successfully manage any future
growth or to adapt its systems to manage such growth, if any, and its failure
to do so would have a material adverse effect on the Company's business,
financial condition and results of operations.
REDEMPTION OF PRIVATE WARRANTS WOULD DEPRIVE HOLDERS OF VALUE
Commencing one month (September 1998) the Company issued 393,000 private
warrants to the shareholders of the date of record June 1, 1998. These Warrants
are active until June 1, 1999 and maybe redeemed for one Corporate Vision Common
share for $3.00 per Warrant exercised. ." The exercise price of the Series A
Warrants may be reduced at any time from time to time in the discretion of the
Board of Directors when it appears to be in the best interests of the Company to
do so. Any such reduction would impair the value to holders excersising their
Warrants prior to the effective date of the reduction.
PREFERRED STOCK OR COMMON STOCK AUTHORIZED MAY BE ISSUED AT DILUTIVE PRICE TO
THWART TAKEOVER
The Articles of Incorporation of the Company authorize the issuance of a maximum
of 1,000,000 shares of preferred stock, with a $.010 par value per share. (The
Preferred Stock), without shareholder approval and subject to terms and
conditions as the Board of Directors in its discretion determines on a blank
check basis.
As Of November 30, 1998, there are 39300 shares of Preferred stock declared as
dividends for the shareholders date of record September 1, 1998. A series of
this stock could be issued in the future, for example to thwart a possible take
over and may, in the event, operate to the significant disadvantage of the
holders of Common Stock by including convertibility features which are lower
than the market price for the common shares, which would dilute the value of
existing shareholders including the securities.
See Discription of Securities - Preferred Stock.
OWNERSHIP OF MANAGEMENT
Upon Completion of the offering, Mr. Keith A. Anderson will own or control 12%
of the outstanding voting shares of the company: therefore, even following the
completion of this offering, he will continue to be in a position to
significantly influence the election of Directors and to other wise control the
Company due to quorum and voting requirements of the company.
See "management" and "Principal Shareholders"
DISCLOSURE TO PENNY STOCKS
The Securities maybe subject to the "penny stock rules" adopted pursuant to
section 15 (g) of the Securities Exchange Act of 1934. The "penny stock rules"
apply to companies whose common shares trades at less than $5.00 per shares or
which have a net tangible worth of less than $5,000,000 ($2,000,000 if the
company has been operating for three or more years). Such rules require, among
other things, that brokers who trade "penny stock" to persons other than
"established customers" complete certain documentation, make suitiability
inquiries Of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
"penny stocks" because of the requirements of the penny stock rules and as a
result the number of broker - dealers willing to act as market makers in such
securities is limited.
LACK OF A PRESENT MARKET FOR SECURITIES
The Common Stock is currently quoted on the Bulletin Board, maintained by the
National Association of Security Dealers, Inc. ("NASDAQ"), and there is
presently only a very limited market for the Common Stock. Historically the
spread between the bid and asked priced of the Company's Common Stock has been
large reflecting limited trading in the stock. The trading price for the Common
Stock has fluctuated widely in the recent past.
See "Common Stock Price Range."
ADDITIONAL FINANCING BEYOND THIS OFFERING MAY BE REQUIRED FOR EXPANSION
The Company has exerted its best efforts to estimate its costs of expansion;
however any expansion is problematical and extremely difficult to accurately
gauge in terms of costs. If the estimates of management are not accurate and
there are cost overruns, the proceeds from this offering may be inadequate to
sustain the proposed expansion. This will require the Company to obtain
additional sources of capital, for which it currently has not be able to
acquire when needed, or, if acquirable, not on terms favorable to the Company.
Any additional financing which may be required to provide for the expansion of
the Company, to the extent it is obtained through the issuance of equity, may
further dilute the interests of investors in this offering.
See "Business - Other Expansion Plans" and "Use of Proceeds."
REPRESENTATIVES ARE NOT EXPERIENCED IN PUBLIC OFFERINGS The Representatives do
not have substantial experience in public Keith A. Anderson, has co-managed and
completed three underwritings. There can be no assurance that the
Representatives' lack of experience will not adversely affect the offering.
See "Underwriting."
UNDERWRITERS ARE NOT OBLIGATED TO MAKE A MARKET IN THE SECURITIES
There is no assurance the market makers for the Preferred Stock. Although they
are not currently obligated to do so, if the Underwriters should choose the
market makers for the Preferred Stock. After a 90 day Best effort basis any un-
sold shares may be returned to The Company treasury for future issuance. The
Underwriters would not be under any obligation to continue.
See "Underwriting."
USE OF THE PROCEEDS
The net proceeds of this offering are anticipated to be $2,250,000.
APPLICATION OF NET PROCEEDS APPROXIMATE AMOUNT
Payment of previous legal expenses. 36,000
Payment of Auditing firm 24,000
Real Estate Purchase (down payment) 690,000
Future Private Stock purchases for continued
Business (1) 1,200,000
Future Legal expenses for asset recovery (3) 50,000
Working Capital 253,000
___________
$2,250,000
(1) See "Business--Sales and Marketing."
(2) Funds are to be used for working capital and general corporate purposes,
including salaries, office expenses and other general overhead costs.
(3) Corporate Vision will seek legal remedies from the past management on
questionable business and financial transactions, which may not have been in
the best interests of the Company.
The projected expenditures described above are estimates and approximations only
and do not represent firm commitments by the Company. Proceeds allocated to
working capital and general corporate purposes may be utilized for acquisitions
of or investments in complementary technologies or businesses. The Company
currently plans no such acquisitions or investments. Pending such uses, the net
proceeds will be invested in short-term, interest-bearing, investment-grade
securities.
The Company believes that the net proceeds from this Offering, together with its
existing cash resources, and revenues from operations, if any, will be adequate
to satisfy its working capital requirements through 2000.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
Dividend Policy
Before June 1, 1998 Corporate Vision Inc. had never declared dividends. On the
record date of June 1, 1998 the company declared a 1 warrant per common share
dividend. The Warrants are not for public trading with a strike price of $3 and
expire June 1, 1999 with no value. In August, 1998 the Company declared a
Preferred Share Dividend of one preferred share for every 10 common shares held
on the date of record of September 1, 1998. Corporate Vision has implemented a
policy for future dividends, of stock distributions to shareholders of record.
These future dividends will be shares (Common or Preferred Shares) of every
company Corporate Vision assists in public offerings.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of the
Company as of September 30, 1998 and as adjusted to reflect the sale by the
company of 150,000 Preferred Shares offered hereby at an assumed public offering
price of $15.00 per share, less applicable net of expenses.
November 28, 1998,
______________________________
Actual As Adjusted
__________ ____________
(In Thousands, except share data)
Notes payable Current portion $40 $40
========== ===========
Notes payable none current portion $46 $46
Shareholders' equity:
Preferred Stock, par value $.01
1,000,000 shares authorized;
39,300 shares issued and outstanding,
actual and outstanding
as adjusted
___ 225
Common Stock, par value $.01;
50,000,000 authorized;
420,000 issued and outstanding,
actual and adjusted; 73 73
Deficit accumulated during transitional stage ___ (10)
Total shareholders equity 119 288
____ ____
Total Capitalization* 124 292
*Includes 25% ownership of T.L. Phipps and Company
DILUTION
As of November 30, 1998, the Company had a net book value of approximately
$890,000 or $2.11 per share of Common Stock. "Net tangible book value"
represents the total tangible assets less the total liabilities divided by the
number of shares of Common Stock outstanding. After giving effect to the
receipt by the Company of not proceeds from the sale of the 150,000 shares of
Preferred Stock offered hereby at an assumed price of $15.00 per share, the
adjusted net tangible book value of the Company as of November 30, 1998 would
have been increased approximately $2,250,000 or $5.92 per share. Management
expects that the issue of future dividends to common shares (excluding dividends
to Preferred shares) will off set any dilution of the common shares in the 5
year time frame before the preferred shares are converted into common shares.
This represents an immediate increase in net tangible book value of $3.84 per
share to existing shareholders and no immediate dilution to new investors. The
following table illustrates this per share dilution:
Assumed public offering per share............................... $15.00
Net tangible book value per share before Offering............... $2.11
Increase per share attributable to new investors $3.84
Net tangible book value per share after offering................ $5.92
______
re dilution:
Assumed public offering per share............................. $15.00
Net tangible book value per share before Offering............ $2.11
Increase per share attributable to new investors $3.84
Net tangible book value per share after offering............. $5.92
______
Dilution per share to new investors (1) (2) $.000
______
_____________________________________________________________________________
(1) Each of the Preferred Shares being offered will convert to 10 common shares
on September 1, 2003.
(2) Does not represent or include 393,000 in the Private Warrants which may or
may not be converted.
MARKET FOR COMMON STOCK AND PREFERRED STOCK
The Common Stock is traded on the Bulletin Board maintained by the National
Association of Securities dealers, Inc. under the symbol "CVIA." On November 30,
1998 the last reported sales price for the Common Stock was $1.50 per share.
The Price Range of the Company's Common Stock has varied significantly in the
past year ranging from a high bid of $10.37 and a low bid of $0.25 per share in
the past fiscal year.
The above prices represent inter-dealer quotations without retail mark-up, mark-
down or commission, and may not necessarily represent actual transactions.
The Preferred Shares have never been offered to the public therefore have never
been publicly traded.
At November 30, 1998 , the company had approximately 487 shareholders of record
for its common stock.
SELECTED FINANCIAL DATA
From June 1995 to August 1997 Corporate Vision Inc. was the producer and
manufacturer of CD Roms', in August 1997 The Company ceased all operations
in this area. From August 1997 to August 1998 The Company had no operations
and produced no revenue, as it searched for mergers with successful private
companies. No suitable companies were found and in August 1998 new officers
and a new Board of Directors was appointed to return Corporate Vision to
operations in the Venture Capital field. These results of 1997
Results of operations ended December 31, 1996 and 1997 are not necessarily
indicative of results to be expected for the year ending December 31, 1998.
The selected financial data set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements, notes thereto and the independent
auditors' report included elsewhere in this Prospectus.
Ten Months December 31 December 31,
ended 1997 1996
November 30, 1998 ---------------- --------------
(unaudited)
ASSETS
Current Assets
Cash $13,227 $1,845 $52,550
Accounts Receivable $560,000 18,730 5,029
Prepaid expenses
(related party) ---0---- 16,667 33,334
Prepaid expenses ---0---- 171,965 183,617
------------ ------------ -----------
573,227 209,206 274,530
------------ ------------ -----------
Property and Equipment
Property and Equipment ---0--- 604,103 592,569
Less: Accumulated
Depreciation ---0--- (369,528) (320,703)
------- ----------- ------------
234,575 271,866
Other Assets
Investment in T.L.
Phipps & Co. ---0--- 580,535 0
Investment in
ArchivesCD
(estimated) $75,000 0 0
Investment in
Kingwood Texas,
real estate
(Estimated) $1,200,000
Capitalized Software ---0--- 63,647 76,378
Goodwill $ 18,400 69,081 82,897
Other assets ---0--- 2,519 189,491
Consulting Agreement ---0--- 87,500 174,999
Marketing and
distribution rights ---0--- 27,778 33,334
-------- --------- ----------
9340 831,785 603,266
-------- ---------- -----------
TOTAL ASSETS $1 ,866,627 $1,316,566 $1,149,662
Stockholders' Equity
Preferred Stock, $0.01
par value, 1,000,000
shares authorized, no
shares issued or
outstanding at
November 30, 1998, 0 0 0
December 31, 1997 and
December 31, 1996
Common Stock, $0.01
par value, 50,000,000
shares 155,316 126,206
authorized, 440,000
issued and outstanding
November 30,1998 (1)
15,531,595 and 12,620,638
shares issued and outstanding
at June 30, 1997 and
December 31, 1996
Additional Paid in Capital 3,381,688 2,992,120
Accumulated Deficit (3,056,240) (2,141,143)
---------------------------
480,764 977,183
------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,316,566 $1,149,662
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following section contains forward-looking statements that involve risks and
uncertainties, including those referring to the period of time the Company's
existing capital resources will meet the Company's future capital needs, the
Company's future operating results, the market acceptance of the services of
the Company, the Company's efforts to establish and the development of new
services, and the Company's planned investment in the marketing of its
current services and research and development with regard to future endeavors,
The Company's actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including:
domestic and global economic patterns and trends.
The Company has had losses from operations since inception and has a net capital
deficiency, each of which raise substantial doubts about its ability to continue
as a going concern. Accordingly, the auditors' report and opinion on the
financial statements for the fiscal years ended December 31, 1996 and December
31, 1997 included in this Prospectus includes an explanatory paragraph about
these uncertainties. However, management has taken a number of steps which it
believes will assure the future of the Company irrespective of this offering.
Management believes that operations of the Company would provide sufficient
liquidity for the Company.
The Company's strategy is to focus principally on (i) expanding the range of
ancillary and other diversified services and manufacturing companies,
(ii) providing these companies access to equity capital by preparing these
companies for public offerings (iii) retaining minority stock ownership in these
companies after the public stock offerings, (iiii) continued guidance and
corporate assistance and support for these companies.
Corporate Vision is focusing on acquiring ownership in private companies that
express interests and a desire to take the Private Company public, Corporate
Vision will prepare these companies from the initial preparations of a Public
Offering through the completion of the offering. Corporate Visions goals are to
be able to recover the cash outlay, plus a 20% or less return on this money, by
selling a portion of the private company holdings during the initial public
offering, while being able to retain a 5 to 15 percent ownership holding in the
new company. Corporate Vision also intends to distribute the secondary public
offering shares to Corporate Vision shareholders, allowing both the new company
and current shareholders realize the benefits of our operations.
Corporate Vision Inc. is using a revenue model that incorporates "The Buildup
Strategy". Which will allow The Company to identify emerging private companies,
while retaining a large restricted and liquid percentage ownership of the
secondary company equity stock, while allowing for Corporate Vision Inc. to help
guide the secondary company in its future operations. Moderate Scale companies,
economies and technical values added have become more important in achieving
profitability for both the secondary company and Corporate Vision.
The Company feels with the increase in financing complexity and demands placed
on private companies in this current environment has created a number of worth
while under performing companies or marginally performing companies, which could
become emerging companies in their field of expertise, with the services and
financing options we will be able to present to these companies, by employing
the above mentioned "Build Up Strategy."
The company will continue to build an investment banking institution of top
professional executing a well defined, profitable strategy. A large number of
acquisition companies will be facing major growth, developmental and internal
infrastructure needs in the next three years. We are offering them alternatives
to fund their needs and growth, through these public offerings of their equity
securities to fund their essential projects and will continue to guide and
consult with these companies for the following three years after the initial
public offering of the third party securities.
Directors and Executive Officers
The executive officers and directors of the Company and their ages are as
follows:
Name Age Position
Raymond A. Hall.......... 61 Chairman of the Board of
Directors
Keith A. Anderson........ 37 President. Chief Executive
Officer and Director
Dale Ogden 59 Corporate Treasurer and
Director
Craig Treiber 52 Secretary of the Board of
Directors
Jack Arnold 57 Vice Chairman of the
Board of Directors
Joe Seibert 66 Vice Chairman of the
Board of Directors
William Hale 67 Assistant Secretary of the
Board of Directors.
Raymond A. Hall has served as Director and Chairman of the Board since July
1998. Mr. Hall is the president of an independent investment firm in Tulsa, OK.
He is also President of Great Mane Marketing Company and has served as President
and Chairman of various civic organizations.
Keith A. Anderson joined the Company as President, Chief Executive Officer and
Director in July of 1998.
From 1993 to present Mr. Anderson is a founder, Chairman of the Board and
President of The Anderson Makati Corporation an international oil and gas
logistics company. From 1986 to 1993 Mr. Anderson was Vice President of
Operations for RTA Inc. an international industrial, oil and gas, agricultural
venture capital investment group and real estate developer.
Mr. Anderson holds degrees in business and economics from Baylor University
and Texas A&M.
Dale W. Ogden , has served as Director and Treasurer Since September 1998. Mr.
Ogden is President and Owner of Ogden Incorporated P.C. a public accounting
firm. Mr. Ogden has been involved in the accounting profession for more than
twenty five years and has been serving both public and private clients in
Oklahoma, Arkansas, and Texas for 20 years.
Mr. Ogden has a Masters in Accountancy from Florida State University and a BS
from the University of Tulsa.
Craig L. Treiber has served as a Director and Secretary of the Board since
August, 1998. Mr. Treiber has an extensive background in domestic and
international business management, administration and technical operations
management. Mr. Treiber has been involved in oil and gas, industrial marketing,
environmental and hazardous waste service remediation services. Consisting of
many projects in Central America, Dominican Republic and the Southwestern United
States.
Mr. Treiber holds a B.Sc Degree (with Master credits) in Business with honors
with Distinction in Industrial Administration from the University of
Connecticut.
Jack Arnold, R.PH, Mr. Arnold has served as a Director Since June 1995 and has
served in various capacities for Corporate Vision, Including interim President
and Chairman of the Board from August 1997 to August 1998. President of
Innovadent Inc. Inventor of Retainer Brite. Practicing full time Pharmacist.
Independent Business Consultant, New Product Developments, marketing and
Investor Relations.
Joe B. Seibert Mr. Seibert has served as a Director since July 1998. Mr.
Seibert is Retired and Private Investor. Mr. Seibert has an extensive back
ground in the oil drilling business, golf course architecture, and landscaping
enterprises. Mr. Seibert has founded and managed many successful companies in
his fields of expertise.
Mr. Seibert has a BS in Petrolium Geology from the University of Tulsa.
William Hale has served as a Director since July 1998, Mr. Hale retired from
IBM after 22 years of service. Mr. Hale participated in IBM's marketing, product
planning and Academic Relations areas. Currently Mr. Hale is a Private Investor,
High School Teacher and active in Volunteer Work.
Mr. Hale Holds an Engineering Degree and Graduate Degree from Texas A&M.
Family Relationships
There are no family relationships among any of the directors or executive
officers.
Compensation of Directors
The Company's directors currently receive $400.00 per Board meeting either in
cash or the common stock equivalent. The Directors are reimbursed for any
reasonable expenses incurred in the connection with attendance at the Board or
committee meetings. Or any expenses generated on the behalf of Corporate
Vision.
Employment Agreements
Currently Corporate Vision has not entered into any employment agreements for
any Executive Officer.
Executive Compensation
Currently no Executive Officer, has been paid any type of salary or
consideration for their services. Although all officers and directors are being
compensated in restricted Common Shares for any expenses incurred on the behalf
of The Company. The Company does plan on offering Mr. Anderson an employment
contract and incentive plan, before January 30, 1999. This contract and the
terms have yet to be determined or negotiated.
Benefit Plan
STOCK OPTION PLANS STOCK OPTION PLAN On September 1, 1995, the Board of
Directors and shareholders of the Company adopted an incentive stock option
plan ("ISOP") for employees of the Company and its subsidiaries. The ISOP is
intended to advance the best interests of the Company by providing those persons
who have a substantial responsibility for its management and growth with
additional incentive by increasing the interest in the success of the Company,
thereby encouraging them to remain in its employ. Further the availability of
options under the ISOP supports and increases the ability of the Company to
attract and retain individuals of exceptional managerial talent upon whom,
in large measure, the sustained progress, growth and profitability of the
Company depends. Only employees who have contributed to the profitability or
administration of the Company and/or its subsidiaries are eligible to
participate and are only entitled to receive that number of share which fairly
reflects the value of their services. The ISOP is presently being
administered by the Board of Directors. The 200,000 Common Shares available
for grant under the ISOP have been registered under the Securities Act. All
options granted under the ISOP will be evidenced by agreements which will be
subject to the provisions of the ISOP, as well as such further provisions as
may subsequently be adopted. The option price per share will be determined by
the Board of Directors at the date of grant, but will at least equal the fair
market value of the common stock which fairly reflects the value of their
services. The 200,000 shares available for grant under the ISOP have been
registered under the Securities Act. All options granted under the ISOP will
be evidenced by agreements which will be subject to the provisions of the
ISOP, as well as such further provisions as may subsequently be adopted.
Limitations on Liability and Indemnification Matters
The Company's Amended and Restated Articles of Incorporation provide that to
the fullest extent permitted by the Oklahoma Business Corporation Act, the
Company's Directors will not be liable for monetary damages to the Company or
its shareholders. The Company's Bylaws provide that the Company will indemnify
its directors and, by action of the Board of Directors, may indemnify its
officers, employees and other agents of the Company to the fullest extent
permitted by applicable law, except for any legal proceeding that is initiated
by such Director, Officers, employees or agents without the authorization of the
Board of Directors. The Company has entered into indemnification agreements
with its officers and Directors containing provisions which require the
Company, among other things, to indemnify the officers and directors against
certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature) and to advance their expense incurred as a result of any
proceeding against them as to which they could be indemnified.
Percentage of Shares
Five Percent
Shareholders
Directors and
Executives Beneficially Owned Offering Offering
Keith A. Anderson (2) 48,937 12.% 12.%
6130 South Memorial Drive
Tulsa OK, 74133
Jack Arnold 5,062 1% 1%
6130 South Memorial Drive
Tulsa OK, 74133
Ray Hall 1634 * *
6130 South Memorial Drive
Tulsa OK 74133
William Hale 1600 * *
6130 South Memorial Drive
Tulsa OK 74133
Dale Ogden 17 * *
6130 South Memorial Drive
Tulsa OK 74133
Joe Seibert 2205 * *
6130 South Memorial Drive
Tulsa OK 74133
Craig Treiber 1627 * *
6130 South Memorial Drive
Tulsa OK 74133
All Directors as a
group (7 persons) (2) 61082 apx13% apx13%
*less than one percent
(1) To the Company's knowledge, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where applicable
and the information contained in the footnotes to this table.
(2)Includes the Anderson Makati Corporations holdings of Corporate Vision. Mr.
Anderson is the Chairman and CEO of The Anderson Makati Corporation.
Description of Capital Stock
The Authorized capital stock of the Company consists of 50,000,000 shares of
common stock .01 par value and 1,000,000 shares of Preferred Stock .01 par value
Upon consummation of this offering, 447,088 shares of common stock will be
outstanding and 150,000 shares of Series A preferred stock, The Board of
Directors has recommended, the shareholders vote to decrease the amount of
authorized of common shares to 10,000,000 shares.
Common Stock
As of November 30, 1998 there were approximately 447,088 shares of Common Stock
outstanding held by 487 shareholders of record. This offering is not expected
to significantly alter the number of common shares outstanding.
The holders of Common Stock are entitled to one vote per share on all matters
to be voted on by stockholders. Subject to preferences that may be applicable
to any outstanding Preferred Stock, if any, the holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors in its discretion out of funds legally
available therefor. See "Dividend Policy." In the event of a liquidation,
dissolution or winding up of the Company, the holders
o share ratably in all assets remaining after payment of liabilities, subject
to prior rights of Preferred Stock, if any, then outstanding. The Common Stock
has no preemptive or other subscription rights and there are no conversion
rights or redemption or sinking fund provisions with respect to such shares.
All of the outstanding shares of Common Stock are fully paid and non-assessable.
PREFERRED STOCK
The Board of Directors, without further action by the shareholders, is
authorized to issue up to 1,000,000 shares of Preferred Stock in one or more
series and to fix and determine, in its sole discretion and on a blank check
basis, as to any series, any and all of the relative rights and preferences
of shares in such series, including, without limitation, preferences,
limitations or relative rights with respect to redemption rights, conversion
rights, voting rights, dividend rights and preferences on liquid assets.
SERIES A PREFERRED STOCK
Of the 1,000,000 shares of Preferred Stock authorized, the Company has
designated 150,000 shares as Series A Preferred Stock, 150,000 of such Preferred
Shares to be issued in this offering. Each share of Series A Preferred Stock
will automatically convert into ten shares of Common Stock on September 1, 2003.
The Class A Preferred Stock is not entitled to votes with the Series
A Preferred Stock is essentially a non voting stock. The Board of Directors
reserves the right to convert or amend these terms, to activate the voting
rights of the Preferred Shares.
Warrants
393,019 warrants ( Series A) were issued as a dividend to the shareholders
date of record June 1, 1998. These warrants are not for public trading, they
were issued for the sole benefit of the shareholders of this date of record,
a warrant to purchase a maximum of one share of Common Stock. These warrant
become exercisable for a one-year period commencing June 1, 1998. The exercise
price of this warrant is $3.00 per share. The warrant does not contain anti -
dilution provisions providing adjustment in the event of stock splits, stock
dividends or similar transactions.
The exercise price of the Series A Warrants may be reduced at any time from time
to time in the discretion of the Board of Directors when it appears to be in
the best interests of the Company to do so. Any such reduction would impair
the value to holders exercising their Warrants prior to the effective date of
the reduction.
See "Risk Factors."
PRICING THE OFFERING
The proposed offering of the Preferred shares were
determined upon an assumed market price of approximately $1.50 per share of
Common Stock. With one Preferred Share price being equal to that of 10 Common
shares. The number of shares of Preferred shares may change at the time the
Registration Statement of which this Prospectus is apart is ordered effective
by the Commission based upon the then current market price of the Common Stock
and the Company's financial condition.
See "Risk Factors."
SHAREHOLDER REPORTS
The Company will furnish to its shareholders annual reports
containing audited financial statements reported on by independent public
accountants for each fiscal year and will make available quarterly reports
containing un-audited financial information for the first three quarters of
each fiscal year.
REGISTRATION RIGHTS
Holders of approximately ,447,986 shares of Common Stock ("Registrable
Securities") will be entitled to certain rights with respect to the registration
of such shares under the Securities Act. If the Company proposes to register any
of its securities under the Securities Act for its own account, holders of
Registrable Securities will be entitled to notice of such registration and are
entitled to include Registrable Securities therein, provided, among other
conditions, that the underwriters of any such offer.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common, Preferred Stock and Warrants is
Oxford Transfer.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of Common Stock in the public market or
the perception that such sales could occur could materially adversely affect
the market price of the Common Stock and the ability of the Company to raise
capital in the future.
Upon completion of this Offering, the Company will have outstanding
approximately 447,000 shares of Common Stock, assuming no exercise of
warrants.
For twelve months from the closing of this Offering, the Company has agreed
that it will not sell or otherwise dispose of any securities without the prior
written consent of the shareholders, which consent shall not be unreasonably
withheld, with the exception of (i) shares issued pursuant to the exercise of
warrants or other convertible securities outstanding prior to the closing of
this Offering, (ii) shares issued pursuant to the Company's incentive stock
plans to officers, directors, employees and consultants.
As of September 30, 1998, the Company has issued warrants to purchase 393,240
shares of Common Stock.
UNDERWRITING
This offering is being self underwritten by the Company. All purchase or
proposed purchases shall be made directly through the Company, until the
Preferred stock issue is able to become freely trading on the Nasdaq OTC
market. The Company is currently negotiating with Market Maker Brokerages to
accept the placement of the Preferred Shares on a "best Effort Basis".
The Company has incurred no under writing costs or commitments to outside firms.
RECENT SALES OF UNREGISTERED SECURITIES.
On October, 1998, registrant sold 19,400 shares of its Common Stock at a price
of $1.25 per share. The aggregate sales price of $19,400 for these shares was
paid in a direct public purchase offer from the Company to any interested and
qualified purchaser. The purchasers were residents of the United States, and
was accredited and sophisticated. Registrant relied upon the exemptive
provisions set forth in Section 4(2) of the Securities Act in this offering.
No underwriter was used to offer or sell the securities.
EXPERTS
The financial statements of Corporate Vision Inc., as of November 30, 1998
and for the fiscal year ended December 31, 1997 and the periods from May, 1995
(inception) through September 30, 1998 appearing in this Prospectus and
Registration Statement have been audited by Cross and Robinson Certified
Public Accountants, independent auditors, as set forth in their report
thereon appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such report given upon the authority of the Board of
Directors.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), a Registration Statement on Form SB-2 under the Securities
Act with respect to the Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits. For
further information with respect to the Company and the Securities, reference
is made to the Registration Statement and the exhibits filed as a part there
of. Statements made in this Prospectus as to the contents.
The undersigned Registrant hereby undertakes it will: (1) File, during any
period in which it offers or sells securities, a post-effective amendment to
this Registration Statement to: (i) Include any Prospectus required by
Section 10(a)(3) of the Securities Act; (ii) Reflect in the Prospectus any
facts or events which, individually or together, represent a fundamental
change in the Registration Statement; and (iii) Include any additional or
changed material information on the plan of distribution.
