CORPORATE VISION, INC
( A Developmental State Company)
Balance Sheet
September 30, 1999 and 1998
Assets
1999 1998
Current Assets
Cash $ 17,290 $ 508
Accounts Receivable 25,873 3,326
Notes Receivable 377,742 451,157
Accrued Interest Receivable 15,110
Total Current Assets 436,015 454,991
Property and Equipment
Equipment 21,355 8,568
Less: Accumulated Depreciation ( 1,244) ( 326)
Property and Equipment (net) 20,111 8,242
Investment in Subsidiaries 454,527
Total Assets $910,653 $ 463,233
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 8,869 $ 46,098
Accrued Liabilities 34,489 92,467
Debentures Payable 540,056
Total Current Liabilities 43,358 678,565
Stockholders' Equity
Series A non-cumulative
convertile perferred
stock $ 0.10 par value 400 400
Common stock, $0.01 par value
50,000,000 shares authorized
3,623,550 outstanding at
September 30,1999 15,581 4,980
Paid in Capital 5,712,437 3,986,156
Deficit accumulated during
the development stage (5,112,243) (4,775,700)
Total Capital 867,295 ( 215,332)
Total Liabilities and
Stockholders' Equity $ 910,653 $ 463,233
Statement of Operations
For the Periods Ended September 30, 1999 and 1998
1999 1998
Operating Revenue
Income $ 6,110 $ 1,120
Investment Income
General and Administrative
Marketing 76,991 10,134
Salary Expense 135,492 6,281
Legal & Accounting 21,605 25,321
Office Expense 19,518 4,830
Consulting Fees 60,589 4,000
Rent 15,688 4,300
Total General & Admin 329,283 54,866
Net Loss $( 323,173) $( 53,746)
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
existing 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 918 307-2243.
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.
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."
MARKET FOR COMMON STOCK
The Common Stock is traded on the Bulletin Board maintained by the National
Association of Securities dealers, Inc. under the symbol "CVIA." The Price
Range of the Company's Common Stock has varied significantly in the past year
ranging from a high bid of $ 4.50 and a low bid of $0.125 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.
At September 30, 1999, the company had approximately 584 shareholders of
record for its common stock.
The Preferred Shares have never been offered to the public therefore have
never been publicly traded.
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.
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.
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, 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, 1997 and December 31, 1998.
However, management has taken a number of steps which it believes will
assure the future of the Company.
Management believes that operations of the Company will provide sufficient
liquidity for the Company.
The Company has incurred losses since inception and, therefore, has not been
subject to federal income taxes. As of September 30, 1999, the Company had
generated net operating loss carry forwards for financial reporting purposes
in excess of $4.0 million, and this amount may be available to reduce future
federal income taxes. These carry forwards will begin to expire in 2007.
The Company's ability to utilize the carry forwards will be limited by a
"change in ownership," as such term is defined by federal income tax laws and
regulations.
Growth Strategy
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.
Results of Operations:
To date the Company has not generated any revenues, but is anticipating
earnings of .25 to .75 per issued common share, by the close of the fiscal
year, ending December 31, 1999.
The registrant has received a 15% ownership position in Archival CD for
services to be rendered which include underwriting and preparation of
Archival CD Inc. Initial Public Offering.
On April 14, 1999, shareholders of record received ArchivalCD Inc stock
(1 share AHCD for 7 shares CVIA) as a dividend.
IPO Site.Com, a majority owned subsidiary of Corporate Vision Inc. announced
that Robert Back had been appointed President and C.E.O. of IPO site. Also,
Donald Baker had been appointed Chief Legal Council.
The Registrant settled a dispute with Western Oil & Tire (WOTD) concerning
monies owed the registrant. The company received $50,000 cash and three (3)
certificates of convertible debentures - $125,914 each - one each exercisable
in the next three years.
The Company previously issued warrants at a strike price of $3.00 each, to be
exercised on 06/01/1999. 107,807 warrants were exercised.
Corporate Vision formed a new subsidiary - CVIA Resources - during the second
quarter of 1999. Initial involvement will be funding for oil exploration and
gold mining.
The Board of Directors approved a 13.5% holding in Great Mane Marketing
Company. Great Mane is a privately held company based in Tulsa, Oklahoma.
The Company acquired the following Internet Web Sites. IPO-Brokerage.Com,
IPO-Brokerage.Net, IPO-Broker.Com, Ipo-Broker.Net Car-Shopping.Com,
Masterpiece-Auction.Com and Masterpiece-Auction.Net.
Corporate Vision Board of Directors appointed the following Officer's for the
company:
Keith Anderson, President and C.E.O.
Raymond Hall, Chief Operations Officer
Dale Ogden, Chief Financial Officer
Craig Treiber, President and CEO of CVI Resources, a wholly owned
subsidiary of Corporate Vision Inc.
Drilling has commenced on the Hodges No. 1-X oil well in Jones County, Texas.
Production is expected to commence in late October/early November.
Assay reports came in on the Vision One Gold Mine in southern Utah. Initial
minimum proven reserves on the initial 25 acres evaluated total 1,331,000
tons. Using a conservative assay value of .236 oz/tons, this represents
314,116 ounces of recoverable gold. This equates to $94,234,800 of Proven
Reserves with gold valued at $300 per ounce. CVI Resources net share will
be $25,129,280 after deducting anticipated recovery costs. Prodution is
expected to commence in late November.
The Proven Reserve value was calculated conservatively based on $300/ounce.
The actual value of gold on September 30, 1999 was /per ounce.
Directors and Executive Officers
The executive officers and directors of the Company and their ages are as
follows:
Name Age Position
Raymond A. Hall.......... 62 Chairman of the Board of
Directors
Keith A. Anderson........ 37 President. Chief Executive
Officer and Director
Dale W. Ogden 60 Corporate Treasurer and
Director
Craig Treiber 53 Secretary 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.
Jack Arnold, Vice Chairman of the Board of Directors, resigned from the Board in
Septmember 1999.
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.
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.
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.
Common Stock
As of September 30,1999 there were approximately 3,623,550 shares of Common
Stock outstanding held by 584 shareholders of record.
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 there for. See "Dividend Policy." In the event of a liquidation,
dissolution or winding up of the Company, the holders of 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.
Dividend Policy
The Company is and will continue to issue dividends of pre Initial Public
offering stocks, of third party clients to Corporate Vision shareholders, at
various distribution ratios to be determined.
In the first quarter of 1999 The Company issued pre initial public offering
shares of ArchivalCD Inc. to Corporate Vision Shareholders at a 1 ArchivalCD
Inc. common share for every 7 Corporate Vision Inc common shares held at
that particular date of record.
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.
TRANSFER AGENT AND REGISTRAR
The Company changed the Transfer Agent from Oxford Transfer to Transfer
Online. The change was effective 04/30/1999
The current Transfer Agent and Registrar for the Common and Preferred Stock
is Transfer Online.Com Inc. 227 SW Pine Street Suite 300 Portland OR 97204
PART II - OTHER INFORMATION
ADDITIONAL INFORMATION
Legal Actions
The Company resolved litigation with Mr. Herrod to the satisfaction of both
parties. The $43,500 judgment was settled for $33,500.
The Company has filed suit as a plaintiff against former management and
associates of the former management for breach of fudiciary duties,
mis-management of Corporate funds, diversion of Corporate funds, which lead
to the eventual closure of the companies operations in the summer of 1997.
The defendants have counter sued the company claiming slander, non payment of
salaries, non payment of expenses and other items.
The company feels not only can it very easily defend itself against this
counter suit, but will prevail in winning this legal actions it has chosen to
enter into.
Shareholder meeting and Proxy Vote.
The Company is currently organizing a shareholder meeting for November 13,
1999.
Y2K Disclosure
The company has taken active measures to assure all accounting systems,
operating software and computer hardware are in compliance with Y2K.
However, special effort will be taken before the end of the year to provide
backup of all date both in electronic backup and hard copy of documents.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORPORATE VISION, INC.
Keith A. Anderson
President and CEO
