UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly report ended: June 30, 1998
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from April 1, 1998 to June 30, 1998
Commission File Number: 0-18824
CORPORATE VISION, INC.
(Exact name of registrant in its charter)
Oklahoma
(State or other jurisdiction of incorporation or organization)
73-1380820
(I.R.S. Employer Identification No.)
6130 S. Memorial, Tulsa, OK 74133
(Address of principal executive offices)
918 7483603_
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report) Indicated 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12. 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
[ X ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<PAGE>
PART I
Item 1. Financial Statements
See Attached
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity
Since June 1997, the Registrant's cash requirements have been minimal with
services donated or performed in return for shares of the company's common
stock. The Registrant had no liquidity.
Capital Resources
The Registrant had capital commitments in the form of accrued debts, but no
capital resources.
Results of Operations: Six months ended June 30, 1998
The Registrant continues to the next phase of the reverse merger with Western
Oil and Tire company per the majority shareholder directive. Corporate
Vision, Inc. President, CEO and the Board of Directors of Western Oil and
Tire Company attended a meeting in Kirkland, WA March 3-4, 1998. Agenda for
the meeting included preparation of the merger agreement, updates on
acquisition candidates, projections for sales and funding
requirements, review of legal issues and SEC requirements pursuant to the
merger, presentation of the consolidation strategy, restructuring of common
stock, due diligence reviews and other business matters.
The Registrant makes a loan to Western Oil and Tire Company from the proceeds
of the Regulation-S funding, being held in escrow for the Western Oil and
Tire Company project. In return for a 5 year promissory note payable to the
Registrant by Western Oil and Tire Company for $461,000 plus 8% interest.
A merger agreement was prepared, pending further due diligence by both
parties with an expected completion date of April 15, 1998.
In mid-April, 1998, the registrant was made aware of a minority shareholder
dissent, approximately 51 shareholders, who were not in favor of the reverse
merger with Western Oil and Tire Company and the suggested reverse split of
the common stock. Legal procedures ensued as the dissident shareholders
attempted to block the reverse merger proceedings.
For six months ending June 30, 1998, the Registrant had no significant
operational activities.
Results of Operations: Six months ended June 30, 1998 and 1997
Results of operations for the six months ended on June 30, 1998 are the same
for the six months ended on June 30, 1997 because the Registrant was inactive
during the three months ended December 31, 1998.
Item 3. Default Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
<PAGE>
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Not Applicable
<PAGE>
CORPORATE VISION, INC.
BALANCE SHEET
(UNAUDITED)
ASSETS
June 30, 1998
December 31, 1997
Current Assets
Cash
$ 374
$ 345,237
Accounts receivable
$ 3,326
$ 3,326
Note receivable
$ 451,157
$ 150,000
$ 454,857
$ 498,563
Property and Equipment
Property and equipment
$ 8,568
$ 6,512
Less: accumulated depreciation
$ (326)
$ (326)
$ 8,242
$ 6,186
TOTAL ASSETS
$ 463,099
$ 504,749
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
$ 37,162
$ 80,162
Accrued liabilities
$ 92,523
$ 49,523
$ 129,685
$ 129,685
Long Term Liabilities
Debentures payable
$ 540,000
$ 540,000
Deferred income taxes
Stockholders' Equity
Preferred stock, $0.01 par value
1,000,000 shares authorized , no shares issued or
outstanding at March 31, 1998 or March 31, 1997.
Common stock, $0.01 par value
20,000,000 shares authorized, 5,738,117 shares
issued and aotstaning at March 31, 1119, and
December 31, 1997.
$ 573,812
$ 573,812
Additional paid in capital
$ 3,986,056
$ 3,983,206
Deficit accumulated during development state
$ (4,766,454)
$ (4,721,954)
$ (206,586)
$ (164,936)
TOTAL LIABILITIES AND STACKHOLDER'S EQUITY
$ 463,099
$ 504,749
<PAGE>
CORPORATE VISION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the six months ended
June 30, 1998
June 30, 1997
Revenue
$
$ 29,192
Production expenses
Personel
$
$ 152,758
Audio/Visual
$
$ 21,284
$
$ 174,042
General and administrative
Office
$ 1,183
$ 51,913
Selling
$
$ 39,302
Professional fees
$
$ 49,631
Investor relation
$
$ 280,178
Depreciation and amortization
$
$ 85,370
$ 1,183
$ 506,394
Income (loss) from operations
$ (1,183)
$ (651,244)
Other income (expense)
Interest expense
$
$ (2,002)
Debenture discount and costs
$
$ (74,878)
Write-off acquisition costs
$
$ (186,972)
$
$ (263,852)
Income (loss) before income taxes
$ (1,183)
$ (915,096)
Provision for income taxes
Net income (loss)
$ (1,183)
$ (915,096)
Earnings (loss) per share
$
$ 0.07
Weighted average common shares
5,738,117
13,017,785
<PAGE>
CORPORATE VISION, INC.
STATEMENTS OF CASH FLOWS
(UNUDITED)
For the three months ended
June 30. 1998
June 30,1997
Cash provided by (used in) operating activities
Net income (loss)
$ (3,366)
$ (915,097)
Non-cash charges to earnings:
Depreciation and amortization
$
$ 85,370
Consulting services
$
$ 112,318
Write-off of acquisition of TVP
$
$ 186,972
Debenture discounts and costs
$
$ 74,878
Changes in operating assets and liabilities:
Change in accounts receivable
$
$ (13,701)
Change in accounts payable
$
$ (19,769)
Change in prepaid assets
$
$ 3,500
Change in other curretn liabilities
$
$ 16,604
$
$ (468,925)
Cash provided by (used in ) investing activities
Investment in T.L. Phipps & Co.
$
$ (438,035)
Purchase of equipment
$
$ (11,533)
$ (449,568)
Cash provided by (used in ) financing activities
Loans from stockholders (related party)
$
$ 20,549
Payment of loans from non-affiliate stockholders
$
$ (64,069)
Payment of long-term debt
$
$ (30,292)
Proceeds from issuance of convertible debentures
$
$ 941,600
$
$ 867,788
Net change in cash
$ (3,366)
$ (50,705)
Cash at beginning of period
$ 329,951
$ 52,550
Cash at end of period
$ 326,585
$ 1,845
Supplemental Disclosures
Cash paid for interest
$
$ 2,003
Non-cash investing and financing activities
Stock issued for conversion of note payable
to non-affiliated stockholder
$
$ 276177
<PAGE>
SIGNATURES
Pursuant to the requirement 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)
June 30, 1998____ ______________________________
Jack Arnold Former, CEO, Chairman of the Board
Keith Anderson, Current, CEO, Present
