UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission File No. 33-55254-25
VisionGlobal Corporation
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0438636
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
599 Lexington Avenue, Suite 2300
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (212) 745-1181
Indicate by check mark whether the Issuer (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 Issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ ] Yes [X] No
Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding as of March 31, 1998
- ------------------------------------ --------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 11,000,000 SHARES
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF REPRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended March 31, 1998, are not necessarily indicative of the results that can be
expected for the year ending December 31, 1998.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company has had no operational history and has yet to engage in
business of any kind. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business. The Company's major activity for the
quarter ended March 31, 1998 was the acquisition of VisionCorp, Inc.
as a subsidiary.
During the quarter, the Company spent about $142,000 for various
administrative expenses to develop the business of VisionCorp including a
payment of about $34,000 towards an option with Geophysical Technology Limited
which has various imaging technology.
VisionCorp is at present a holding company whose principal business
will be to foster, develop and manage companies in highly technical operations.
VisionCorp intends to become an operating company itself in the near future.
The acquisition of Geophysical Technology Limited ("Geophysical"), an
Australian corporation, by VisionCorp is subject to the payment by VisionCorp of
$35,000 per month to Geophysical until June, 1998 when it must pay $1,156,000,
the balance due for the purchase of its interest in Geophysical. VisionCorp has
paid the first installment of $35,000 and is now in default of further payments;
however, based on negotiations with the management of Geophysical, the Company
believes that the default will be waived until 30th June of 1998 when the
balance payment is due. At this time the Company does not have any commitment
for obtaining the necessary funds to proceed with the finalization of the
agreement with Geophysical. It should be noted in that respect that there are
always uncertainties in raising funds for new businesses and therefore, no
assurances are given that when needed, the funds necessary to complete the
purchase will be available.
VisionCorp also owns Greatlands WaterWorks Limited, an Australian
corporation, ("Greatlands"), which in turn has an option to acquire a 60%
interest in a worldwide technology for manufacturing and distributing of a
proprietary water treatment material which absorbs heavy metal contaminants from
industrial waste water, municipal water, boiler water and cooling water.
Greatlands considers this product, known as the "Kaolin Amorphous Derivative"
(or "KAD"), to be an extremely efficient and high capacity adsorbent to remove
heavy metal contaminants from water. KAD is expected to be inexpensive to make
<PAGE>
and safe to use. This material can be regenerated after use and made available
to be used again, which makes KAD an attractive alternative because of the
reduction in operating costs KAD can provide. In order to obtain the licensing
rights, Greatlands must spend over $900,000 during the first year in development
costs and once Greatlands has invested a total of $1,700,000 in development
costs, the option for a 60% interest in the license will automatically be
exercised with a commitment to invest a further $1,200,000. Once a total of
$3,200,000 has been invested, any further funds spent will translate into an
increased equity position.
The Company has no liquidity and no presently available capital
resources, such as credit lines, guarantees, etc. and should a merger or
acquisition prove unsuccessful, it is possible that the Company may be dissolved
by the State of Nevada for failing to file reports. Should management decide not
to further pursue its acquisition activities, management may abandon its
activities and the shares of the Company would become worthless.
Based on current economic and regulatory conditions, Management
believes that it is possible, if not probable, for a company like the Company,
to negotiate a merger or acquisition with a viable private company. The
opportunity arises principally because of the high legal and accounting fees and
the length of time associated with the registration process of "going public".
However, should any of these conditions change, it is very possible that there
would be little or no economic value for anyone taking over control of the
Company.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Financial Statements as of March 31, 1998
27 Financial Data Schedule
(b) Reports on Form 8-K
An 8-K dated January 26, 1998 announced the acquisition of
VisionCorp.
An 8-K dated March 3, 1998 announced a name change from
Flamingo Capital, Inc. to VisionGlobal Corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VisionGlobal Corporation
Dated: June 26, 1998 /s/
Martin G. Wotton,
President and Director
<PAGE>
SMITH & COMPANY
A PROFESSIONAL CORPORATION OF
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF SALT LAKE CITY, UTAH 84101
CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (801) 575-8297
UTAH ASSOCIATION OF FACSIMILE: (801) 575-8306
CERTIFIED PUBLIC ACCOUNTANTS E-MAIL: [email protected]
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Shareholders
VisionGlobal Corporation
The accompanying consolidated balance sheet of VisionGlobal Corporation and
subsidiaries as of March 31, 1998, and the related statements of operations, and
cash flows for the three months ended March 31, 1998 and 1997, and the period
from inception to March 31, 1998, and the statements of changes in stockholders'
deficit for the period from inception to March 31, 1998 were not audited by us
and, accordingly, we do not express an opinion on them.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
June 26, 1998
F-1
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1998
----------------------
ASSETS
CURRENT ASSETS
<S> <C>
Cash in bank $ 717
----------------------
TOTAL CURRENT ASSETS 717
Equipment 11,099
OTHER ASSETS
Option 34,490
----------------------
34,490
----------------------
$ 46,306
======================
LIABILITIES & DEFICIT
CURRENT LIABILITIES
Accounts payable $ 2,450
Payable - officer 140,000
----------------------
TOTAL CURRENT LIABILITIES 142,450
----------------------
STOCKHOLDERS' DEFICIT
Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding
11,000,000 shares 11,000
Additional paid-in capital 0
Deficit accumulated during the
development stage (107,144)
----------------------
TOTAL STOCKHOLDERS' DEFICIT (96,144)
----------------------
$ 46,306
======================
</TABLE>
F-2
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
Three Months Ended (Date of
March 31, inception) to
1998 1997 3/31/98
----------------- ----------------- -----------------------
<S> <C> <C> <C>
Net sales $ 0 $ 0 $ 0
Cost of sales 0 0 0
----------------- ----------------- -----------------------
GROSS PROFIT 0 0 0
General and administrative expenses 105,144 0 107,144
----------------- ----------------- -----------------------
NET LOSS $ (105,144) $ 0 $ (107,144)
================= ================= =======================
Net income (loss) per weighted
average share $ (.01) $ .00
================= =================
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 9,222,222 1,000,000
================= =================
</TABLE>
F-3
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
Par Value $0.001 Paid-in Development
Shares Amount Capital Stage
-------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Balances at 4/16/86
(Date of inception) 0 $ 0 $ 0 $ 0
Issuance of common stock
(restricted) at $.002 per
share at 4/16/86 1,000,000 1,000 1,000
Net loss for period (1,950)
-------------- -------------- ----------------- --------------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Net income for period 0
-------------- -------------- ----------------- --------------
Balances at 12/31/97 1,000,000 1,000 1,000 (2,000)
Issuance of common stock
(restricted) for
subsidiaries at $.001
per share at 1/16/98 10,000,000 10,000 (1,000)
Net loss for period (105,144)
-------------- -------------- ----------------- ---------------
Balances at 3/31/98 11,000,000 $ 11,000 $ 0 $ (107,144)
============== ============== ================= ===============
</TABLE>
F-4
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
(Date of
Three Months Ended March 31, Inception) to
1998 1997 3/31/98
--------------- --------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (loss) $ (105,144) $ 0 $ (107,144)
Adjustments to reconcile net (loss) to cash used
by operating activities:
Stock issued for expenses 9,000 0 9,000
Amortization 0 0 50
--------------- --------------- ----------------
NET CASH USED
BY OPERATING ACTIVITIES (96,144) 0 (98,094)
INVESTING ACTIVITIES
Organization costs 0 0 (50)
Purchase of equipment (11,099) 0 (11,099)
Option (34,490) 0 (34,490)
--------------- --------------- ----------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (45,589) 0 (45,639)
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 0 2,000
Cash from subsidiary 142,450 0 142,450
--------------- --------------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 142,450 0 144,450
--------------- --------------- ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 717 0 717
Cash and cash equivalents at beginning of year 0 0 0
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 717 $ 0 $ 717
=============== =============== ================
</TABLE>
SUPPLEMENTAL INFORMATION
During the quarter ended March 31, 1998, the Company issued 10,000,000 shares
of restricted common stock at par value to acquire subsidiaries. $9,000 was
treated as an acquisition cost and charged to expense.
F-5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from VisionGlobal, Corporation and Subsidiaries March 31, 1998
financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000894535
<NAME> VisionGlobal Corpoation
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 717
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 717
<PP&E> 11,099
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,306
<CURRENT-LIABILITIES> 142,450
<BONDS> 0
0
0
<COMMON> 11,000
<OTHER-SE> (107,144)
<TOTAL-LIABILITY-AND-EQUITY> 46,306
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 105,144
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (105,144)
<INCOME-TAX> 0
<INCOME-CONTINUING> (105,144)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (105,144)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
