<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the fiscal year ended December 31, 1999.
[ ] Transition report under Section 13 or 15(d) of the Securities Act of 1934.
(No fee required). For the transition period from ____________ to
______________.
Commission file number: 0-11744.
CORPORATE VISION, INC.
----------------------------------------------
(Name of Small Business Issuer In Its Charter)
OKLAHOMA 73-180820
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
74133
- -------------------------------------------- --------------
(Address of principal executive offices) (zip code)
(918) 307-2243
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of each class On Which Registered
- ------------------- --------------------
None --
Securities registered under Section 12(g) of the Exchange Act:
Title of Class
--------------------------
NONE
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for past 90 days.
Yes X No
--- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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 Form 10-KSB. [X]
The issuers revenues for the fiscal year ended December 31, 1999 were
$428,121.50.
The aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2000, based on the closing sales price of the
common stock on the Nasdaq Stock Market on that date was approximately
$20,200,418.
Indicated below is the number of shares outstanding of each class of the
issuer's common stock as of March 31, 2000.
Title of each class of common stock Number Outstanding
- ----------------------------------- ------------------
Common Stock, No Par Value 13,519,820
Preferred $152,889
<PAGE> 2
THE COMPANY
The Company is a developmental stage holding company and 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 smaller companies of less than $10,000,000 market value. Corporate Vision
will direct our human and capital resources toward high value-added activities.
Our growth strategy is based on leveraging our leadership positions to pursue
growth opportunities in both existing and new markets whereas the company
believes it can earn higher returns.
Corporate Vision Inc. was incorporated in 1990, domiciled in Oklahoma. The
executive offices of the company are located at 6130 S. 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 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.
MARKET FOR COMMON STOCK
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 price 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, ranging from a high bid of $4.50
and a low bid of $0.125 per share in the past fiscal year. The Common Stock is
traded on the Bulletin Board under the symbol "CVIA." The above prices represent
inter-dealer quotations without retail mark-up/mark-down or commission, and may
not necessarily represent actual transactions. At December 31, 1999, the company
had approximately 627 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
<PAGE> 3
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 changing Corporate Visions direction into the Venture
Capital field.
Result of operations ended December 31, 1998 and 1999 are not necessarily
indicative of results to be expected for the year ending December 31, 2000. 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 the Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following reaction contains forward-looking statements that involve risks
and uncertainties including those during the period of time the company's
existing capital resources will meet the company's future capital needs. Other
risks include the Company's future operating results, marketing acceptance,
prudent investment decisions which includes research and development with regard
to future endeavors.
The Company has had losses from operations since inception. Accordingly, the
auditors' report and opinion on the financial statements for the fiscal years
ended December 31, 1998 and December 31, 1999. However, management has taken a
number of steps which it believes will assure the future of the Company while
providing sufficient liquidity for the Company.
The Company has incurred losses since inception and, therefore, has not been
subject to federal income taxes. As of December 31, 1999, the Company had
generated net operating loss carry forwards for financial reporting purposes in
excess of $5.3 million, and this amount may be available to reduce future
federal income taxes. These carry forwards will begin to expire beginning 2006.
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 20% or less return on this money, by
selling a portion of the private company holdings during the initial public
offering retaining a 5 to 15 percent ownership holding in the
<PAGE> 4
company. Corporate Vision also intends to distribute the secondary public
offering shares to Corporate Vision shareholders, allowing both Corporate Vision
shareholders and the new company shareholders to 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. Corporate Vision, Inc. will help guide the
secondary company in its future operations.
The Company feels that, with the increase in financing complexity and demands
placed on private companies in this current environment, it has identified a
number of worthwhile under performing companies or marginally performing
companies, which could become emerging companies in their field of experience.
We offer the services and financing options to these Companies by employing the
above mentioned "Buildup Strategy."
The Company will continue to build an investment banking institution of top
professional(s) 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.
RESULTS OF OPERATIONS
The company did not meet fourth quarter revenue projections to a series of
factors, including inclement weather trends, lack of specialized equipment, and
a labor shortage. These delays caused revenue projections to be re-evaluated and
the projections have been delayed to the fiscal quarter.
IPO Site, as originally formed is no longer a viable company. Prior management
is no longer in place. CVIA has begun negotiations to sell IPO site to another
party.
The Company previously issued warrants at a strike price of $3.00 each, to be
exercised on 06/01/1999. 174,591 warrants were exercised.
CVIA Resources, a wholly-owned subsidiary of CVIA has begun initial production
- - on a limited basis - in both its gold mine and oil field holdings.
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 changed the Transfer Agent from Oxford Transfer to Transfer Online.
The change was effective on 04/30/1999.
<PAGE> 5
CVIA and Clickgarden (an internet company) signed an agreement whereas CVIA
agreed to purchase 900,000 shares of Clickgarden stock, at a price of one
million dollars payable in $600,000 cash and the balance in CVIA stock. CVIA
also has an option to purchase an additional 1,666,667 shares of Clickgarden
stock at the purchase price of $2.5 million. The final option will be payable in
CVIA common shares. It was anticipated that Clickgarden's website will be
available April 2000 and an Initial Public Offering should be initiated in the
fall of 2000.
CVIA began discussions with Novactyl, Inc. a company that develops and
commercializes existing and over the counter pharmaceutical products, Also,
Novactyl owns a patent that, when approved by the FDA, will aid in the treatment
of various viral diseases including herpes. CVIA is in the process of examining
it's options for future involvement with Novactyl.
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 C.E.O. of CVI Resources, a wholly owned
Subsidiary of Corporate Vision, Inc.
DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the Company and their ages are as
follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Raymond A. Hall 62 Chairman of the Board of Directors
Keith A. Anderson 37 President. Chief Executive Officer and Director
Dale W. Ogden 61 Corporate Treasurer and Director
Craig L. 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
</TABLE>
<PAGE> 6
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 Options 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 by providing those 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 to 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 entitled to
receive that number of share which fairly reflects that value of their services.
The ISOP is presently being administered by the Board of Directors. The 200,000
Common share 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
<PAGE> 7
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 December 31, 1999 there were approximately 12,662,084 shares of Common
stock outstanding, held by 627 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. 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 conversions 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 essentially a non-voting stock. The Board of
Directors reserves the right to convert or amend these terms or to activate the
voting rights of the Preferred Shares.
<PAGE> 8
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 Transfer Agent and Registrar for the Common and Preferred Stock is Transfer
Online.Com, Inc. 227 SW Pine Street, Suite 300 Portland OR 97204.
EXPERTS
The financial statements of Corporate Vision Inc., as of December 31, 1999 for
the fiscal year ended December 31, 1998 and have been audited by Cross and
Robinson Certified Public Accountants, independent auditors, as set forth in
their report thereon appearing elsewhere herein and are included in reliance
upon such report given the authority of the Board of Directors.
PART II - OTHER INFORMATION
ADDITIONAL INFORMATION
Legal Actions
The Company resolved litigation with Mr. Herrod to the satisfaction of both
parties. The $43,500 judgement 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.
Corporate Vision, Inc. Board of Directors was overwhelmingly re-elected during a
meeting and vote held on November 13, 1999. The Company's transfer agent,
Transfer Online of Portland, OR, reports that nearly 100% of votes cast on
question one where for the re-election of current directors, Hall, Anderson,
Treiber, Ogden, Seibert, and Hale. Question number 2 regarding the
re-appointment of Cross and Robinson as corporate auditors was also passed
overwhelmingly as was question number three allowing the
<PAGE> 9
board capability to address any additional matters introduced at the meeting.
Corporate Vision, Inc. shareholders had the opportunity to see presentations
from individuals representing ongoing ventures. Presentations included updates
or video presentations on the Vision One Gold Mine, Clickgarden,com, the Hodges
1-X oil well, Great Mane, Archival CD, Impressive Products.com, and Corporate
Vision Development, Inc.
The Company is currently organizing the annual shareholders meeting. Though no
date has yet been set.
<PAGE> 10
CORPORATE VISION, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
AND
INDEPENDENT AUDITOR'S REPORT
<PAGE> 11
CORPORATE VISION, INC.
(A Development Stage Company)
DECEMBER 31, 1999 AND 1998
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report 1
Consolidated Financial Statements
Consolidated Balance Sheets 2
Consolidated Income Statements 3
Consolidated Statements of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-17
</TABLE>
<PAGE> 12
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
Corporate Vision, Inc.
Tulsa, Oklahoma
We have audited the accompanying consolidated balance sheets of
Corporate Vision, Inc. (a development stage company) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended and for the period
from January 1, 1998 (inception of the development stage) to December 31, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Corporate
Vision, Inc. and subsidiaries as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended and from January
1, 1998 (inception of the development stage) to December 31, 1999, in conformity
with generally accepted accounting principles.
CROSS AND ROBINSON
Certified Public Accountants
Tulsa, Oklahoma
April 5, 2000
Page 1 of 19
<PAGE> 13
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 799,163 $ 569
Advances to employees 360 --
Advances to affiliates (Note 3) 64,096 --
Note receivable (Note 5) 105,768 --
Note receivable from affiliate (Note 3) 15,000 --
Accrued interest receivable 15,110 31,421
---------- ----------
TOTAL CURRENT ASSETS 999,496 31,990
---------- ----------
INVESTMENTS, NET (NOTE 3) 1,269,793 --
---------- ----------
PROPERTY AND EQUIPMENT, NET (NOTE 4) 25,952 4,143
---------- ----------
OTHER ASSETS
Deposits 3,000 --
Note receivable (Note 5) 271,974 461,122
---------- ----------
TOTAL OTHER ASSETS 274,974 461,122
---------- ----------
TOTAL ASSETS $2,570,215 $ 497,255
========== ==========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 2 of 19
<PAGE> 14
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 410,467 $ 170,981
----------- -----------
SHAREHOLDERS' EQUITY
Series A non-cumulative convertible preferred stock, $0.01 par value; 150,000
shares authorized; 152,889 and 120,063 shares issued and outstanding at
December 31, 1999 and 1998, respectively 1,529 1,201
Common stock, $0.01 par value, 50,000,000 shares
authorized; 439,083 and 5,268,996 shares issued and
outstanding at December 31, 1999 and 1998, respectively 126,621 52,689
Additional paid-in capital 7,338,692 5,127,750
Subscriptions receivable (50,000) --
Retained earnings (deficit) (4,722,355) (4,721,954)
Deficit accumulated during the development stage (534,739) (133,412)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,159,748 326,274
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,570,215 $ 497,255
=========== ===========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 3 of 19
<PAGE> 15
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND FOR THE
DEVELOPMENT STAGE PERIOD JANUARY 1, 1998 TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEVELOPMENT
1999 1998 STAGE PERIOD
----------- ----------- ------------
<S> <C> <C> <C>
OPERATING REVENUE $ 420,275 $ -- $ 420,275
----------- ----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES 795,378 165,946 961,324
----------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest income 7,847 32,591 40,438
Interest expense (293) (57) 350
Share of loss of Blue Crystal Mining, Ltd. (33,779) -- (33,779)
----------- ----------- -----------
NET LOSS $ (401,327) $ (133,412) $ (534,739)
=========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 9,720,106 4,446,783 6,731,955
=========== =========== ===========
NET LOSS PER SHARE $ (0.04) $ (0.3) $ (0.08)
=========== =========== ===========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 4 of 19
<PAGE> 16
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
PREFERRED COMMON ADDITIONAL DURING THE RETAINED
STOCK STOCK PAID-IN DEVELOPMENT EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE (DEFICIT) TOTAL
--------- ------ --------- ------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,1997 -- $ -- 2,295,252 $22,953 $4,534,064 $(4,721,954) $(164,937)
Stock issued via debenture
conversion 2,357,880 23,579 516,421 540,000
Stock issued for services 30,312 303 16,855 17,158
Preferred stock dividend 120,063 1,201 (1,201) --
Stock issued for cash 132,456 1,325 23,781 25,106
Stock issued in legal settlement 206,880 2,069 23,791 25,860
Stock issued to Board of Directors 246,216 2,462 14,038 16,500
Net loss for 1998 $ (133,412) (133,412)
---------
BALANCE AT DECEMBER 31, 1998 120,063 $1,201 5,268,996 $52,689 $5,127,750 $ (133,412) $(4,721,954) $ 326,274
======= ====== ========= ======= ========== =========== =========== =========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 5 of 19
<PAGE> 17
CORPORATE VISION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
PREFERRED COMMON ADDITIONAL DURING THE RETAINED
STOCK STOCK PAID-IN DEVELOPMENT EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE (DEFICIT) TOTAL
--------- ------ ---------- -------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 40,021 $ 400 439,083 $ 4,391 $5,177,251 $(133,412) $ 326,276
$(4,722,354)
Stock issued for cash 10,500 105 571,617 5,716 1,626,646 1,632,467
Stock issued as investment in
affiliates 287,200 2,872 386,488 389,360
Preferred stock dividend
correction 442 4 (4) --
Stock issued for services 26,789 268 75,020 75,288
Stock issued in legal
settlement -- 316 3 647 650
Stock issued to Board of
Directors 273,517 2,735 86,315 89,050
Stock issued as employee
bonuses 9,000 90 47,894 47,984
Subscription sales of stock 42,900 429 49,571 50,000
Stock Split 6/14/99 777,166 7,772 (7,772) --
Stock Split 8/17/99 1,806,236 18,062 (18,062) --
Stock Split 12/31/99 101,926 1,019 8,428,260 84,283 (85,302) --
Net loss for 1999 (401,327) (401,327)
--------- ----------
BALANCE AT DECEMBER 31, 1999 152,889 $1,529 12,662,084 $ 126,621 $7,338,692 $(534,739) $(4,722,353) $2,092,498
======= ====== ========== ========= ========== ========= =========== ==========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 6 of 19
<PAGE> 18
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND FOR THE
DEVELOPMENT STAGE PERIOD JANUARY 1, 1998 TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEVELOPMENT
1999 1998 STAGE PERIOD
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash collections $ 131,525 $ -- $ 131,525
Interest received 24,158 1,170 25,328
Cash paid for goods and services (670,043) (57,709) (727,752)
Interest paid (293) (57) (350)
----------- ----------- -----------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (514,653) (56,596) (571,249)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (299,262) -- (299,262)
Purchases of equipment (24,244) (2,056) (26,300)
Cash advances to other entities (64,096) -- (64,096)
Loans to other entities (15,000) (311,122) (326,122)
Principal reductions of note receivable 83,380 -- 83,380
----------- ----------- -----------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (319,222) (313,178) (632,400)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock 1,632,467 25,106 1,657,573
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 798,592 (344,668) $ 453,924
===========
CASH AT BEGINNING OF YEAR 569 345,237
----------- -----------
CASH AT END OF YEAR $ 799,163 $ 569
=========== ===========
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 7 of 19
<PAGE> 19
CORPORATE VISION, INC
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND FOR THE
DEVELOPMENT STAGE PERIOD JANUARY 1, 1998 TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEVELOPMENT
1999 1998 STAGE PERIOD
--------- --------- ------------
<S> <C> <C> <C>
RECONCILIATION OF NET LOSS TO NET
CASH USED BY OPERATING ACTIVITIES:
Net loss $(401,327) $(133,412) $(534,739)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 2,435 1,077 3,512
Provision for bad debt -- 3,326 3,326
Non-cash stock issues 236,772 59,518 296,290
Share of Loss of Blue Crystal Mine 45,029 -- 45,029
non-cash consideration (300,000) (300,000)
Fixed assets exchanged for services -- 3,022 3,022
(Increase) decrease in employee advances (360) -- (360)
(Increase) decrease in interest receivable 16,311 (31,421) (15,110)
(Increase) decrease in deposits (3,000) -- (3,000)
Increase (decrease) in accounts payable (44,345) 7,183 (37,162)
Increase (decrease) in accrued liabilities (66,167) 34,111 (32,056)
--------- --------- ---------
Total adjustments (113,325) 76,816 (36,509)
--------- --------- ---------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES $(514,653) $ (56,596) $(571,249)
========= ========= =========
SUPPLEMENTAL DISCLOSURES:
Noncash Investing and Financing Activities:
Common stock issued as investment
in affiliated companies $ 395,560 $ --
</TABLE>
Accompanying notes are an integral part of
the consolidated financial statements.
Page 8 of 19
<PAGE> 20
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Corporate Vision, Inc. (referred to herein as "CVI" or "the
Company") 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 CVI 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 CVI remained as the surviving corporation. In June 1995, CVI's
common stock began trading on the OTC Bulletin Board under the symbol
"CVIA."
The Company continued to develop and produce custom CD-ROM, CD-i,
on-line, and Internet products for the corporate and consumer markets
until 1997, when the Company discontinued its primary operations and
liquidated the majority of its assets.
In 1998, the Company reentered the development stage after the
remaining board members reactivated the Company and changed its primary
business focus to providing investment and merchant banking services to
privately held companies interested in making an initial public
offering.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Corporate Vision, Inc. and its wholly owned subsidiary, CVI Resources
and its majority-owned subsidiary IPOSITE.com, both Delaware
corporations. The Company established both subsidiaries in 1999 as
vehicles for future business ventures. All material intercompany
transactions and balances are eliminated in consolidation.
Page 9 of 19
<PAGE> 21
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
Significant investments in affiliated companies, including
partnerships, owned 50% or less by the Company are accounted for on the
equity basis. Investments in other companies in which Corporate Vision
owns less than a majority interest are stated at cost less applicable
reserves. Investments that represent direct interests in the operations
of other entities are reported as Corporate Vision's share of each
account in the venture.
METHOD OF ACCOUNTING
The Company's financial statements for the year ended December 31,
1999 were prepared on the accrual basis of accounting in accordance
with generally accepted accounting principals. Consequently, revenues
and gains are recognized when earned, and expenses and losses are
recognized when incurred.
USE OF ESTIMATES
The preparation of the Company's consolidated financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingencies at
the date of the financial statements and the reported revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities
of three months or less when purchased to be cash equivalents.
DEPRECIATION
Properties and equipment are 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.
Page 10 of 19
<PAGE> 22
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company uses the liability method of accounting for income
taxes as set forth in Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes." Under the liability
method, deferred taxes are determined based on the differences between
the financial statement and tax bases of assets and liabilities at
enacted tax rates in effect in the years in which the differences are
expected to reverse. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.
EARNINGS PER SHARE
The Company has adopted the provisions of SFAS No. 128, "Earnings
per Share", which requires presentation on the face of the income
statement of both basic and diluted earnings per common share. Basic
earnings per common share is based on net income attributable to common
shares less preferred stock dividend requirements divided by the
weighted average number of common shares outstanding during the period.
Diluted earnings per common share assumes issuance of the net
incremental shares from stock options and full conversion of all
dilutive convertible securities at the later of the beginning of the
year or the date of issuance. During a loss period, the assumed
exercise of convertible securities shares has an antidilutive effect.
Therefore, these securities would not be included in the calculation of
weighted average shares in a loss period.
Page 11 of 19
<PAGE> 23
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 3 - INVESTMENTS
The Company had the following investments in affiliated entities at
December 31, 1999:
<TABLE>
<S> <C>
Affiliates accounted for at cost:
ArchivalCD, Inc. $ 300,000
Great Mane Marketing Company 18,000
Impressive Products, Inc. 55,560
ROCO Petroleum, Inc. Venture 166,976
CV Development, Inc. 254,286
Clickgarden.com, Inc. 500,000
-----------
1,294,822
Affiliates accounted for using the equity method:
Blue Crystal Mining, Ltd. 4,971
-----------
Total Investments $ 1,299,793
===========
</TABLE>
The Company owns a 45% net operating interest in the Blue Crystal
Mining Limited Partnership ("Blue Crystal"), which controls a mining
operation in the state of Utah. Summary, unaudited financial
information for Blue Crystal Mining, Ltd. for the year ended December
31, 1999 is as follows:
<TABLE>
<S> <C>
ASSETS
Property and equipment, net $ 49,031
===========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities $ 29,096
Partners' capital 19,935
-----------
$ 49,031
===========
INCOME STATEMENT
Revenues $ --
Expenses 100,064
-----------
Net Income (Loss) $ (100,064)
===========
</TABLE>
Page 12 of 19
<PAGE> 24
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 3 - INVESTMENTS (CONTINUED)
The Company uses the equity method only for those affiliates where
the ability to exercise significant influence over the investee exists.
At December 31, 1999, the Company had a 20% ownership interest in
ArchivalCD, Inc. However, the president and majority shareholder of
ArchivalCD controlled approximately 79% of the voting stock at that
date, which negated the Company's ability to significantly influence
ArchivalCD's financial or operating policies.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31,
1999:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE 1999 1998
----------- ---------- ----------
<S> <C> <C> <C>
Computers and equipment 5-7 years $ 19,288 $ 5,387
Furniture 7 years 10,343 --
Accumulated depreciation (3,679) (1,244)
---------- ----------
Property and equipment (net) $ 25,952 $ 4,143
========== ==========
</TABLE>
Depreciation expense for the year ended December 31, 1999 and 1998
was $2,435 and $1,077, respectively.
NOTE 5 - NOTE RECEIVABLE
During 1997 and 1998, in anticipation of an acquisition that was
never consummated, the Company made several cash advances to an
unrelated company. On March 3, 1998, Corporate Vision accepted a
promissory note for these funds in the amount of $461,122, which
matures March 3, 2003 at 8% interest per annum. At December 31, 1999,
the note had an outstanding principal balance of $377,742 and total
accrued interest of $15,110. Current principal maturities on this note
amount to $105,768 at December 31, 1999.
Page 13 of 19
<PAGE> 25
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 6 - CAPITAL STOCK
At December 31, 1999, 50,000,000 shares of $0.01 par value common
stock were authorized and 12,662,084 shares were issued and
outstanding.
At December 31, 1999, 1,000,000 shares of $0.01 par value preferred
stock were authorized and 152,889 shares of Series A Non-cumulative
Convertible Preferred Stock were issued and outstanding. Each
outstanding share of the Company's Series A preferred stock will
automatically convert into ten shares of the Company's common stock on
September 1, 2003. If the Company fails to recognize at least
$2,000,000 of pre-tax earnings, exclusive of extraordinary items and
non-recurring items, for the twelve months ended June 30, 2002 or if
the Company's common stock does not trade for a minimum of $10.00 per
share for ten days between June 30, 2002 and August 15, 2003, then the
Company will declare a one-fifth share dividend of Series A preferred
stock for each preferred share held at the declaration date. The
Company will declare a similar dividend if the Company's common stock
does not trade above $10.00 per share for twenty consecutive days
between July 15, 2003 and 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 Company recorded three splits of the Company's issued common
stock during 1999: a two-for-one split on June 14, a two-for-one split
on August 17, and a three-for-one split on December 31. In addition,
the Company recorded a three-for-one-split of its issued Series A
preferred stock on December 31, 1999.
Effective November 11, 1999 the CVI decreased the authorized shares
of common stock from 100,000,000 to 50,000,000 shares.
NOTE 7 - EARNINGS PER SHARE
The computations of basic and dilutive loss per share from
continuing operations were as follows:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Net income (loss) attributable to common shares $ (401.327) $ (133,412)
============= =============
Weighted average common shares outstanding 9,720,106 4,446,783
============= =============
Basic and dilutive income (loss)
per common share $ (0.04) $ (0.03)
============= =============
</TABLE>
Page 14 of 19
<PAGE> 26
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 7 - EARNINGS PER SHARE (CONTINUED)
Weighted average common shares outstanding for the year ended
December 31, 1998 have been adjusted for the three common stock splits
that were recorded in 1999.
The outstanding convertible preferred shares and the outstanding
stock options were not included in the computation of diluted loss per
share because the effect of their inclusion would be antidilutive.
NOTE 8 - INCOME TAXES
The Company has incurred net operating losses since inception and
has a loss carryforward of approximately $5,300,000 at December 31,
1999, expiring in years beginning in 2006. As of December 31, 1999 and
1998, the Company had a net deferred tax asset of 2,125;938 and
1,941,946 respectively. A valuation allowance has been recognized to
fully offset this asset due to the uncertainty of realizing the future
benefit in accordance with the provisions of FASB Statement No. 109,
"Accounting for Income Taxes". The Company continually reviews the
adequacy of the allowance and will recognize the tax benefits of these
assets only as assessment indicates that it is more likely than not
that the benefits will be realized.
Significant components of the Company's deferred tax assets and
liabilities as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Deferred tax liability:
Tax over book depreciation $ 349 $ 360
----------- -----------
Deferred tax asset:
Net operating loss carryforward 2,102,837 1,942,306
Valuation allowance (2,102,488) (1,941,946)
----------- -----------
Total deferred tax asset 349 360
----------- -----------
Net deferred tax asset $ -- $ --
=========== ===========
</TABLE>
Page 15 of 19
<PAGE> 27
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 8 - INCOME TAXES (CONTINUED)
Deferred taxes reflect a combined federal and state tax rate of
approximately 40%. A reconciliation between the amount of federal and
state income taxes, based on a forty percent (40%) tax rate, and the
effective amount of income taxes charged to operations is as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Statutory federal income taxes (refund) $ (160,531) $ (53,365)
Tax over book depreciation 349 360
Valuation allowance 160,182 53,005
---------- ----------
Effective income taxes $ -- $ --
========== ==========
</TABLE>
NOTE 9 - COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
The Company has filed a legal claim against its former officers,
directors, consultants, and related entities alleging negligence and
breach of fiduciary duty by the defendants. The individual defendants
have filed counterclaims seeking past salary and expense reimbursement
and further alleging defamation of character by Corporate Vision. Both
Corporate Vision and the defendants are seeking damages in excess of $1
million. In the opinion of management, the outcome of this matter will
not have a material effect on the financial position of the Company.
The Company has filed a legal claim seeking recovery of certain
stock and funds advanced to an unrelated company. As the defendant has
used the stock as collateral for a loan, management believes that it
may cost the Company as much as $30,000 to recover the stock.
Accordingly a valuation allowance of $30,000 has been applied to the
carrying value of CVI's investment in the defendant company.
Page 16 of 19
<PAGE> 28
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
LEASE
The Company leases its operating facility under a non-cancellable
lease which expires June 30, 2002. The Company's future minimum
obligation under the lease is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------
<S> <C>
2000 $44,315
2001 46,531
2002 23,833
-------
$20,252
=======
</TABLE>
Total rent expense for 1999 was $23,112
STOCK PURCHASE AGREEMENT
On December 7, 1999, the Company entered into an agreement with an
internet company, whereby CVI is to purchase 900,000 shares of the
internet company's common stock at a price of $1,000,000, payable in
$600,000 cash and the balance in CVI stock. At December 31, 1999, the
CVI had received 500,000 shares of the stock. The Company paid $150,000
in December 1999 and accrued liability in the amount of $350,000 has
been recorded for the remaining balance owed for those shares at
December 31, 1999.
NOTE 10 - RELATED PARTY TRANSACTIONS
The Company subleases a portion of its operating facilities on a
month-to-month basis to four entities owned by officers or other
shareholders of the Company. Total rental income from related parties
for 1999 was $11,884.
Page 17 of 19
<PAGE> 29
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 11 - RECLASSIFICATIONS OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 1998 financial
statements to conform with the 1999 financial statement presentation.
Such reclassifications had no effect on net income as previously
reported.
NOTE 12 - STOCK-BASED COMPENSATION PLANS
Under the Company's 1995 Incentive Stock Option Plan ("the Plan")
approved by shareholders, options may be granted to key employees to
provide motivation to enhance the Company's success and increase
shareholder value. The Company has reserved 200,000 shares of common
stock for this plan. The terms of exercise, expiration dates, and
exercise price are determined by the board of directors. However, the
exercise price may be no less than the market value of the Company's
common stock on the grant date and no option may be exercised prior to
expiration of ninety days from the date of grant. No option may extend
longer than five years from the date of grant.
On December 23, 1998 the board of directors granted a total of
195,000 options to the officers of the Company at an exercise price of
$0.25 per share. The options have a vesting period from December 31,
1998 through June 30, 2000 and expire on June 30, 2000. None of the
options had been exercised as of December 31, 1999.
Information with respect to all stock options is summarized below:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
SHARES EXERCISE PRICE
------------- --------------
<S> <C> <C>
Outstanding at December 31, 1997 -- $ - -
Granted 1998 195,000 0.25
------------- -------------
Outstanding at December 31, 1998 195,000 0.25
Granted 1999 -- --
------------- -------------
Outstanding at December 31, 1999 -- --
============= =============
Options exercisable, December 31, 1998 -- --
Options exercisable, December 31, 1999 195,000 $ .25
</TABLE>
Page 18 of 19
<PAGE> 30
CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 12 - STOCK-BASED COMPENSATION PLANS (CONTINUED)
The Company applies the provisions of APB Opinion 25 in accounting
for stock-based compensation. If compensation expense had been recorded
using the accounting method recommended by SFAS 123, net income for
1999 would have been reduced by $266,500. Fair value is determined by
using a modified Black-Scholes model.
Page 19 of 19
<PAGE> 31
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Corporate Vision, Inc.
By:/s/ KEITH ANDERSON Date: 4/14/00
------------------------------------- -----------------------------------
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE> 32
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 799,163 569
<SECURITIES> 0 0
<RECEIVABLES> 472,308 492,543
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 999,496 31,990
<PP&E> 29,630 5,387
<DEPRECIATION> (3,678) (1,244)
<TOTAL-ASSETS> 2,570,215 497,255
<CURRENT-LIABILITIES> 410,467 170,979
<BONDS> 0 0
0 0
1,529 1,201
<COMMON> 126,621 52,690
<OTHER-SE> 2,031,598 272,384
<TOTAL-LIABILITY-AND-EQUITY> 2,159,748 326,276
<SALES> 0 0
<TOTAL-REVENUES> 420,275 0
<CGS> 0 0
<TOTAL-COSTS> 795,378 165,946
<OTHER-EXPENSES> (26,225) 32,534
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 293 57
<INCOME-PRETAX> (401,327) (133,412)
<INCOME-TAX> (401,327) (133,412)
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (401,327) (133,412)
<EPS-BASIC> (0.04) (0.03)
<EPS-DILUTED> (0.04) (0.03)
</TABLE>
