SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998; or
[] 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 Registrant as specified in its charter)
NEVADA 87-0438636
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
44 Montgomery Street, Suite 500,
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
590 Madison Avenue, 21st Floor
New York, New York 10022
(Former Address) (Former Zip Code)
Registrant's telephone number, including area code (415) 955-0585
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate 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. [ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not 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 this Form 10-KSB. [X]
As of October 4, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $8,865,000, based on 7,092,000
shares at a price of $1.25.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of August 12, 1999
- ------------------------------------ ---------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 17,242,000 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Form 8-K for January 26, 1998 Form 8-K for March 3, 1998
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FORM 10-KSB
VISONGLOBAL CORPORATION
December 31, 1998
TABLE OF CONTENTS
Item
Number Description Page
PART I
1. Description of Business.......................................... 3
2. Description of Properties........................................ 9
3. Legal Proceedings................................................ 9
4. Submission of Matters to a Vote of Security Holders.............. 9
PART II
5. Market for Registrant's Common Stock and Related
Stockholder Matters............................................ 9
6. Management's Discussion and Analysis or Plan of Operation........10
7. Financial Statements.............................................10
8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................10
PART III
9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.....10
10. Executive Compensation...........................................11
11. Security Ownership of Certain Beneficial Owners and Management...11
12. Certain relationships and Related Transactions...................12
PART IV
13. Exhibits and Reports on Form 8-K.................................12
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PART I
ITEM 1. Business.
Background
The Company was incorporated under the laws of Utah on April 16, 1986
and subsequently reorganized under the laws of Nevada on December 30, 1993. The
Company's reorganization plan was formulated for the purpose of changing the
state of domicile and provided that the Company form a new corporation in Nevada
which acquired all of the contractual obligations, shareholder rights and
identity of the Utah corporation, and then the Utah corporation was dissolved.
The Company is in the developmental stage, and its operations to date have been
limited to the sale of shares to Capital General Corporation and the gifts of
shares to certain persons. Until the acquisition of VisionCorp, Inc. by the
Company on January 16, 1998, and its recent acquisition of Lone Peak Research,
Inc. its operations have been otherwise dormant. Unless the context otherwise
requires, references in this report to "VisionGlobal" or the "Company" refer to
VisionGlobal Corporation and its subsidiaries. The Company's principal executive
offices are presently located at 44 Montgomery Street, Suite 500, San Francisco,
CA 94104, and its telephone number is (415) 955-0585.
As stated in the Company's report on Form 8-K for January 26, 1998
which is hereby incorporated by reference, on January 16, 1998 the Company
entered into an agreement with the shareholders of VisionCorp, Inc., a Delaware
corporation, ("VisionCorp") to acquire a 100% interest in said corporation
through an exchange of shares in which the Company issued 10,000,000 shares of
its Class A Common Stock solely in exchange for all of the outstanding Common
Stock of VisionCorp. As a result of this agreement, Shiretalk Investments, Inc.
and the minority shareholders of VisionCorp, were issued 10,000,000 shares of
the Company's Common Stock and became principal shareholders of the Company. The
Company then proceeded to operating the business of VisionCorp and became an
operating entity to the extent of VisionCorp's business, which is presently
limited.
The Company has acquired certain technology by its acquisition of all
the outstanding Common Stock of Lone Peak Research, Inc., a Salt Lake City, Utah
based RF (radio frequency) company. The acquisition was completed in August
1999. The acquisition will permit VisionGlobal to offer wireless internet access
and eventually other services at reasonable prices compared to present rates and
at high transmission speeds. At present this technology is in the process of
being prepared for operation in the near future (see discussion below), but is
not yet available.
The Financial Statements included with this report relate to the
activities of the Company prior to the date of its acquisition of VisionCorp and
continue to reflect the inactive status of the Company as it was prior to
December 31, 1997. The Company intends to file new and updated Financial
Statements to reflect the combined operations of the Company inclusive of
VisionCorp and Lone Peak Research.
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 future.
During the previous fiscal year the Company continued to be inactive
and devoted its time to finding a merger or acquisition partner, all of which
resulted in the acquisition of VisionCorp and Lone Peak Research.
Through the acquisition of Lone Peak Research the Company is preparing
to deploy and fully market a high-speed wireless network solution to 50 cities
throughout the United States and several international countries under the name
VisionZOOM. The Company's service will initially be available to the San
Francisco Bay area including Silicon Valley. Rapid expansion of additional
cities will be made after the first year of operations. VisionZOOM will target a
customer base consisting of single family homes, businesses, schools,
universities and governmental institutions. It is anticipated that initial
marketing of the VisionZOOM service will begin in July of 2000.
Lone Peak Research owns the intellectual property rights to wireless
technology developed over the last two years. This technology includes 25 Mbps
licensed free data radios that operate in a point-to-point, point-to- multipoint
and multipoint-to-multipoint network configuration. The Lone Peak product line
is in the completion phase of development and will be an integral part of the
VisionZOOM system that will run on the unlicensed 5.7 GHz spectrum and initially
transfer data up to speeds of 25 Mbps. It is the Company's intention to increase
speeds
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up to 50 Mbps and then to 100 Mbps over a two-year period. Final development of
the initial technology will be completed in the fall of 2000. VisionGlobal will
own 100% of the intellectual property and patents associated with the final
development of the 5.7 GHz operating systems.
To VisionGlobal's knowledge, it will have a faster and more economical
system deployment than any potential competitor to mass areas. VisionZOOM's
customer service will include both an 800 number and web based support. The
Company's web site will allow a customer to learn information on the Company's
management, board of directors, public filings, how the technology works,
installation techniques, pricing structure, contact information and online forms
to subscribe to the VisionZOOM service and receive real-time technical support.
The Company will begin its VisionZOOM service in August 2000.
VisionZOOM will initially be available to the San Francisco Bay Area, then
launched throughout the country.
VisionGlobal is completing the development of a two-way high-speed
wireless network solution that it is planning to deploy and market in selected
cities throughout the United States utilizing spectrum in the 5.7 GHz band. The
Company network will be initially designed so that data transmission speeds can
increase (burst) to 25 Mbps while delivering a minimum of 1.5 to 2 Mbps.
According to the Company's knowledge, this will provide an effective one-way
throughput with speeds faster than all wired and wireless services in use today.
During this pre-operating period, the Company will complete the installation of
the backbone (basic network structure) in the San Francisco Bay area.
VisionGlobal's network will be connected on to DS3s owned by fiber optic
providers making it fully redundant.
The Company believes there is an increasing demand for wireless
connectivity and feels it can become a leading provider of "broadband"
high-speed wireless solutions and services. The Company will target
single-family homes; businesses including the telecommuter and the home based
business with a fast, reliable, reasonably priced service. The Company also has
plans to offer its service to apartment complexes, high rises, business parks,
schools, universities and government facilities in each market concurrent with
the offering to residential and business owners.
Upon the successful completion of the first phase of the United States
rollout, which the Company anticipates to be 22 months from October 1, 1999, the
Company intends to launch its service internationally with the initial countries
being Australia, Japan and Canada.
Technology
The Company will make use of Wide-band binary phase shift keying (BPSK)
technology.
The wireless solution under development utilizes the unlicensed 5.7
U-NII band at 5.7 GHz. The system is capable of 10 to 25 Mbps. Depending on
network design and instantaneous loading, data transmission speeds can burst up
to the full 25 Mbps. This will provide an effective one way throughput, based on
the Company's calculations, 446 times faster than a modem, 195 times faster than
ISDN, more than 16 times faster than a T-1, up to 97 times faster than DSL and
12 times faster than the cable modem.
The Company's product consists of a transceiver and will feature a
standard 10/100 Base-T Ethernet interface that allows it to be plugged into
existing local area networks and communication architectures with minimal
effort. The hardware and firmware will be specifically designed to support all
relevant industry standards, including TCP/IP and SNMP for easy remote
management. It will support a variety of networking protocols, including
10Base-T, 100Base-T, ATM, video and telephone standards. The modular design will
allow adjustment for product specifications and performance to meet emerging
standards or unique customer requirements. Each unit used in a link or a network
will act as a dynamic routing packet switched node. This unique design approach
to wireless networking sets this product apart from others because each unit
will be intelligent enough to
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dynamically route packets. This means that units can be used to create a true
multipoint network (either point to multipoint or multipoint-to-multipoint).
This feature helps the network architect overcome some of the pitfalls of other
wireless networks such as line of site problems.
The wireless network can be divided into subnets, with each subnet
operating as a local cluster. Each subnet would have gateways that help the
subnet nodes communicate with other subnets. The Company is of the opinion that
its wireless networking products will be unique in their ability to minimize the
difficulties associated with microwave packet radio transmission: reflection,
deflection, and scattering. Signal quality is a dynamic factor that can be
affected by such things as weather, people, atmospheric interference and
obstructions. The products will be developed in such a way that data can be
transported from one radio to another in a dynamic fashion unlike other wireless
networking options on the market today.
Multi-path is a condition of radio wave propagation that is universal
to all frequencies. It occurs when a transmitted signal is reflected off a
surface. Technically, the phenomenon occurs at the receiver's antenna. As a wave
travels through an urban environment it will be reflected off many surfaces. The
impact of these reflections introduces anything from a slight to an extreme
shift in time to signal. At the receiver's antenna, all of these waves add
together. Since the time shift of the waves is random, some shifts will
constructively add to the direct signal and some will destructively add, thus
making the signal amplitude fluctuate randomly. The units will mitigate the
effects of multi-path by employing unique and proprietary algorithms and RF
circuitry to process incoming signals.
The Company feels that it is essential to implement the best encryption
and security technologies to protect all transmitted data. The Company plans to
license encryption technologies to include in every product sold.
VisionGlobal intends to engineer its product range and network
architecture such that any upgrades or improvements can be easily implemented.
The Company plans to add faster bandwidth products within the first six to
twelve months after the initial rollout, including 50 Mbps and 100 Mbps.
It is VisionGlobal's intention to provide more than connectivity. The
Company plans to implement voice and video services over the network. These
additional services will be phased in after the Company completes the initial
marketing phase of operations. The Company believes in establishing strategic
alliances with major IP telecommunications firms that will provide content
directories and other distribution products over the Company's network.
Product Overview
VisionGlobal's primary product line will be a family of 5.7 GHz radio
frequency (RF) wireless networking receivers and transmitters. This packet
switching technology will provide high data transmission rates (ranging from 25
Mbps to 100 Mbps, half duplex) over distances exceeding twenty (20) square miles
with an output power of 120 milliwatts. This will allow VisionGlobal to provide
customers with superior price/performance. The Company's first product will
provide end-users with the opportunity to connect to the Internet at speeds up
to 500 times faster than today's alternative solutions.
The Company believes that its product design will be able to minimize
multi-path and other networking problems inherent in microwave wireless
technologies. VisionGlobal also believes that its technical solutions are
unique, proprietary, and possibly eligible for patents. The hardware and
firmware will be specifically designed to support relevant and applicable
industry standards. Customers will be able to extend their current networks with
point-to-point, point-to-multipoint, and multipoint-to-multipoint wireless
bridges.
The Company will not undertake the manufacturing of any product. All
production will be turnkey through major manufacturing companies yet to be
identified. The decision will be based on the manufacturer's ability to handle
the design. The Company will pay for the units as they are shipped.
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Product Features Summary (in development, subject to change)
o Data transfer rates up to 25 Mbps (half duplex)
o 5.8 GHz (5725-5850 Mhz)
o Up to 15 mile range
o Data turnaround time less than 10 ms
o Unlicensed U-NIII spectrum, Part 15.401 - no operating license required
in US and possibly other countries
o 10BaseT
o IEEE 802.3 and 802.3u compliant
o Forward error correction
o Power encryption (to be determined later)
o Supports TCP/IP and SNMP protocols (ATM, video and voice protocols to be
added later)
o Instant provisioning
o Packet on demand
o Supports point-to-point, point-to-multipoint and multipoint-to-multipoint
configurations
Market Overview
The Company has identified market segments it feels that are subject to
high growth trends and plans to market it aggressively: the high-speed data
business users; telecommuters; schools; home businesses; single family
homeowners; the apartment residents and government facilities. The Company's
strategy to penetrate each of the segments is to offer a price/performance
leading product; launch a custom promotions program tailored to each market
segment and to develop unique VisionZOOM distribution channels to increase its
sales reach in addition to Company employed sales and marketing specialists.
To the Company's knowledge, VisionGlobal will be the first to market a
5.7 GHz product in this category. Our closest direct competitor is Metricom Inc.
(Market Capitalization at approximately US$2B) with its Ricochet product that
offers a 900 Mhz 28 Kbps system. According to Metricom's latest report, within 6
months Metricom has seen its client base grow from zero to 28,000 clients and an
upgrade to 128 Kbps is anticipated within 12 months. For comparison, this
system, transmitting data at a speed of 128kbps, will translate into .5% of the
initial anticipated VisionZOOM transmission rate.
VisionGlobal will commence business with an immediate rollout of the
wireless backbone necessary to support the forthcoming 5.7GHz product. The
rollout will include a fully redundant backbone; scalable based on bandwidth
requirements and by establishing partnerships with tier 1 providers. With
technological enhancements the Company will realize at the 5.7GHz level, the
Company will be able to offer a suggested list price highly competitive to
alternative technologies. We will also achieve this through significantly lower
overhead, stronger sales channel development, experienced management and
superior engineering and product design optimized to reduce the cost of
manufacturing.
During the first 18-24 months of operations, VisionGlobal plans to
focus its attention on the US domestic market. However, VisionGlobal management
has identified opportunities for the Company's wireless products and
technologies in other parts of the world - especially in established markets
such as Japan, Canada, Europe and Australia, where demand for high speed data
transfer is increasing coupled with the ability to pay. Each major international
market is characterized by different regulatory environments and distribution
channels, and will therefore require some product development and marketing
investments to develop.
Competition
VisionGlobal considers the major competition to its high-speed wireless
system to be Digital Subscriber Line ("DSL") service and the cable modem.
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DSL
DSL will deploy throughout 1999. The incumbent local exchange carriers
(ILECs) and a handful of competitive local exchange carriers (CLECs) have begun
to offer DSL service in major metro areas and some second-tier markets. The
carriers focused in 1998 on equipping the central offices in major metro areas
with DSL- access multiplexers (DSLAMS) and are ready for the rollout. Businesses
can save 50% or more on connectivity bills by switching to symmetric DSL service
(SDSL). Small businesses will improve their performance with only a small
increase in price. Consumer costs however will remain high ($50 range) until a
more cost-effective asymmetric DSL (ADSL) version is available.
The opportunity comes with some concerns. DSL varies greatly in
bandwidth availability, whether configured as ADSL, ADSL Lite, RADSL (rate
adaptive), or IDSL (integrated). The carriers that offer DSL services configure
their systems independently and as a result there is no conformity. They are
having problems getting the services rolled out timely because of confusing
specifications, complex end-user installation (requires two technicians), and
poor marketing (packaging and pricing).
Currently, DSL services are not widely available where they have been
launched and penetration is low. At the end of 1998, there were approximately
39,000 DSL subscribers with 2.7 million projected by the end of
2002.
Cable Modem
Only 12% of the cable industry's systems have the ability to deliver
high-speed data via the cable modem. Billions of dollars are going to be needed
to retrofit or rebuild the major market systems. Upgrading a coax system to
bi-directional can cost about $25 per home passed. Upgrading from bi-directional
coax to hybrid fiber/cable will cost as much as $200 per home passed.
However, with the bank rolling of the industry by companies such as
Microsoft ($1-billion into Comcast) and AT&T's acquisition of TCI and Media One,
the industry is starting to get capitalized.
Cable modems have a downstream data rate of 1.5 Mbps. However, as users
increase, the service speed degrades. Monthly costs are approximately $40 with
the installation in some cases over $200, although by the end of 1999, the
hardware costs should drop. The industry had approximately 700,000 modem
subscribers at the end of 1998, but is projected to reach 4 million by the end
of 2002.
Other Competition
The Company will also be competing with the following:
o Dial-up modems, which are inexpensive and universally
available.
o Frame relay, ISDN, T1 or other traditional wire-based
technologies (typically offered by the TELCOs).
o Satellite connectivity, such as DIRECPC.
o Licensed microwave wireless options that typically bundle
voice, data and other services with proprietary hardware.
o Wireless laptop/PDA connectivity providers.
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Summary
The Company expects VisionZOOM's pricing to compare favorably to both
the price of deploying alternative technologies, such as T1 service and the
price of other wireless networking products. The VisionZOOM system will
interface with current systems to allow wireless to be plugged into existing
local area networks and communications architecture with minimal effort. All
installations will be professionally completed to insure consistent network
excellence. The hardware and firmware will be specifically designed to support
all relevant industry standards, including TCP/IP and SNMP for easy remote
management. VisionZOOM will support a variety of networking protocols, including
10Base-T, 100Base-T, ATM and even video and cellular telephone standards, if
requested by the marketplace. Physically, the radios will be designed to fit
into standard 19-inch rack mounts used in most wiring closets and network banks.
VisionZOOM's product will be modularly designed so that it can adjust
quickly to changing product specifications and performance to meet emerging
standards or unique customer requirements. For example, if a specific customer
had a business application that requires greater transmission distances,
VisionZOOM can integrate a more powerful antenna. If a new networking protocol
for Internet-based content delivery is released, VisionZOOM can quickly upgrade
the firmware to support the new protocol.
Each unit used in a link (a pair) or a network (multiple) will act as a
dynamic routing packet switched node. This unique design approach to wireless
networking sets VisionZOOM apart from others because each unit will be
intelligent enough to dynamically route packets. This means that the units can
be used to create a true multipoint network (either point-to-multipoint or
multipoint-to-multipoint).
The VisionGlobal wireless networking products will be unique in their
ability to minimize the difficulties associated with microwave packet radio
transmission: reflection, deflection, and scattering. Signal quality is a
dynamic factor that can be affected by such things as weather, people,
atmospheric interference and obstructions. Unlike other wireless networking
options on the market today, VisionGlobal products will be developed in such a
way that data can be transported from one radio to another in a dynamic fashion.
The Company is of the opinion that it will have a distinct advantage
over its competitors and is ideally positioned to offer more than connectivity
to the Internet over its network. It is the Company's opinion that due to the
tremendous bandwidth and speed of the VisionZOOM network, the demand for space
from outside providers will be forthcoming.
Prior Activities
During the six months ended June 30, 1998, the Company spent about
$344,000 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. The option
was forfeited when the Company decided against making the additional required
payments.
VisionCorp also owned Greatlands WaterWorks Limited, but abandoned the
subsidiary effective June 30, 1998, when its business plan did not materialize.
Since the information in this report is preliminary only and does not
contain the financial statements required to be filed, it is recommended that
all potential investments in the Company or its securities be postponed until a
final amendment to this report is made and filed.
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ITEM 2. Properties.
The Company does not directly own any properties and temporarily
utilizes office space in office suites located in New York City and San
Francisco at a rental of $4,000 per month which includes telephone and
secretarial service. The Company has no agreements with respect to the
maintenance or future acquisition of office facilities; however, if full time
operations are achieved through its interests in VisionCorp, it is anticipated
that the office of the Company will be moved to more suitable space. The Company
does not have a long-term lease for its present facilities.
ITEM 3. Legal Proceedings.
Prior to the change in control of the Company which took place when it
was acquired by Shiretalk Investments, Inc. and other shareholders of VisionCorp
on January 16, 1998, the Company was involved in proceedings with the State of
New Jersey, the State of Utah and the Securities and Exchange Commission. These
proceedings have been fully described in the company's annual report dated
December 31st 1997, which is hereby incoporated by reference. The actions were
pertaining to the former owners of the company and proceedings did not involve
any of the current Directors and Officers or major shareholders and none of such
legal proceedings are pending.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to the Company's security holders for a vote
during the fiscal year ended December 31, 1998.
PART II
ITEM 5. Market for Registrant's Common Stock and Related Stockholder
Matters.
Trading in the Company's Common Stock has been on a very limited basis.
Active trading on a regular basis began after the Company's acquisition of
VisionCorp in January, 1998. The principal market on which the Company's
securities are traded is the over-the-counter market on the OTC Bulletin Board.
The following table shows for the periods indicated the range of high and low
bid quotes for the Common Stock of the Company which were obtained from the
National Quotation Bureau and are between dealers, do not include retail
mark-ups, mark-downs, or other fees or commissions, and may not necessarily
represent actual transactions.
COMMON STOCK TRADING HISTORY
High Low
Quarter ended December 31, 1997 0.25 0.25
Quarter ended March 31, 1998 3.00 .375
Quarter ended June 30, 1998 1.50 .15
Quarter ended September 30, 1998 .50 .1875
Quarter ended December 31, 1998 .1875 .0937
The number of record holders of the Company's Common Stock on October
1, 1999 was 770. There currently are three market makers for the Company's
securities.
The Company has not paid any dividends. There are no plans to pay any
cash dividends in the foreseeable future. The declaration and payment of
dividends in the future, of which there can be no assurance, is determined by
the Board of Directors based upon conditions then existing, including earnings,
financial condition, capital requirements and other factors. There are no
restrictions on the Company's ability to pay dividends.
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ITEM 6. Management's Discussion and Analysis of Financial Condition
and Results of Operation.
The Company lost $392,310 for the year ended December 31, 1998. The
loss related to trying to develop various business plans which did not prove to
be successful. The Company is now concentrating its efforts on the VisionZoom
project discussed elsewhere.
The Company does not anticipate any problems with the Y2K problem. The
Company intends to make sure its computer systems and software are compliant and
will also check with those entities it does business with to assure Y2K
compliance.
ITEM 7. Financial Statements.
The response to this item is submitted as a separate section to this
report (see Pages F-1 to F-8).
ITEM 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
There have been no changes in and no disagreements with accountants on
accounting and financial disclosure.
PART III
ITEM 9. Directors and Executive Officers of the Registrant.
The following table shows the positions held by the Company's officers
and directors. Mr. Martin G. Wotton and Mr. B. Bruce Freitag were appointed as
directors in January, 1998 and Mr. Joseph W. Hipple was appointed as a director
in August, 1999. All directors will serve until the next annual meeting of the
Company's stockholders, and until their successors have been elected and have
qualified. The officers were appointed to their positions, and continue in such
positions, at the discretion of the directors.
Martin G. Wotton, Age 37. Mr. Wotton has been the Chief Executive
Officer, President and Board Member of VisionGlobal Corporation since January
1998. Prior to that he was a director of the Greatlands Group of Companies, an
Australian company specializing in acquisitions, venture capital raising and
investments. In late 1997 Mr. Wotton decided to concentrate on building a Global
Company with a U.S. base, focused specifically on technology ventures with early
revenue opportunities. Prior to that, Mr. Wotton worked as a Senior Derivatives
Representative in the Australian Securities Markets and specialized in
Institutional Derivatives Management. Mr. Wotton's experience in the Securities
Industry spans some 12 years, the highlights of which include development and
commercialization of a derivatives pricing, valuation, risk management system
that is now an Industry standard and managing a rated team of specialists for a
number of years in the Institutional Derivatives Market. From 1995 to 1996, Mr.
Wotton was associated with the stock brokerage firm of Burdett, Buckeridge &
Young, Ltd., Sydney, Australia. From 1990-1995 Mr. Wotton was associated with
the stock brokerage firm of McKinley Wilson and Co. Ltd., Sydney, Australia.
B. Bruce Freitag, Age 68. Mr. Freitag has been Secretary and a Board
Member of VisionGlobal Corporation since January 1998. He is presently a
practicing attorney for 38 years in the area of securities and business law. He
is formerly a director of Thor Energy Resources, Inc., an American Stock
Exchange oil exploration company, Tyler, Texas, where he was chairman of the
audit committee and a member of the compensation committee. Management of Thor
recently repurchased all of the shares on the market and Thor became a
privately-owned corporation. Mr. Freitag was also a member of the Board of
Directors of Tucker Drilling Company, Inc., a contract oil drilling company, San
Angelo, Texas. Tucker recently merged with Paterson Energy Corporation.
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Joseph W. Hipple, III, Age 52. Mr. Hipple has been the Executive
Vice-President and Chief Operating Officer of VisionGlobal Corporation and Chief
Executive Officer and President of VisionGlobal Network Corporation since August
1999. He serves on the Board of Directors of both companies. He is also an
Advisory Director for the Peninsula Group; a New York based company specializing
in Pacific Rim high technology investments. Prior to that, Mr. Hipple was Chief
Executive Officer of Business Smart, LLC, a company he founded to assist
companies in new market expansion, fund raising, strategic business planning and
finding strategic partners. Prior to that, Mr. Hipple was President, Chief
Operating Officer, Director and Member of the Executive Committee of People's
Choice TV Corp., one of the largest owners and operators of wireless frequencies
in the country, from 1989 to 1996. Mr. Hipple assisted in raising private equity
funds of $12 million; IPO funding of $26 million; a secondary offering of $32
million; a $16 million senior debt placement from the Bank of Montreal; a $50
million equity placement and a $175 million bond offering. Prior to that, Mr.
Hipple was an Area Vice President of Comcast Corporation, the nation's fourth
largest cable operator, from 1985 to 1989. At Comcast, Mr. Hipple had complete
management authority over the company's Philadelphia and Indianapolis based
regions with over 300,000 customers and $100 million in revenue. From 1978 to
1982, Mr. Hipple was a founder and Chief Operating Officer of Black Hawk Cable,
a Texas based multiple system operator in the Dallas/Forth Worth metro region.
Black Hawk was sold to CBS and Mr. Hipple became a vice president of CBS working
on new market development throughout the United States and serving as a member
of CBS's Strategic Planning and Evaluation team of new business opportunities.
Prior to that, Mr. Hipple was Area Manager for several upstate New York systems
for Teleprompter Corporation and assistant regional manager responsible for
400,000 customers. Mr. Hipple was awarded a Medal of Commendation from the
United States Navy for his leadership and administrative skills while serving in
Vietnam.
ITEM 10. Executive Compensation.
During 1998, Mr. Wotton received $25,000. The Company has made no other
arrangements for the remuneration of its officers and directors, except that
they will be entitled to receive reimbursement for actual, demonstrable
out-of-pocket expenses, including travel expenses if any, made on the Company's
behalf. No remuneration has been paid to the Company's officers or directors
during the previous fiscal year ended December 31, 1997. There are no agreements
or understandings with respect to the amount or remuneration that officers and
directors are expected to receive in the future. No present prediction or
representation can be made as to the compensation or other remuneration which
may ultimately be paid to the Company's management at this time. Substantial
changes may occur in the structure of the Company and its management when
operations begin. At such time, contracts may be negotiated with management
requiring the payment of annual salaries or other forms of compensation which
cannot presently be anticipated.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth at the date of this Report, the stock
ownership of each person known by the Company to be beneficial owner of five
percent (5%) or more of the Company's Common Stock and by all officers and
directors as a group:
<TABLE>
<CAPTION>
Name and Address Amount of Percent
of Beneficial Owner Beneficial Ownership of class
------------------------------- --------------------------- ----------------------
<S> <C> <C> <C>
Shiretalk Investments, Inc.(1)(2)(3) 10,000,000 58.0%
590 Madison Avenue, 21st Floor
New York, New York 10022
R. Marriott 1,703,000 9.88%
206 Tablelands Road, Opotiki,
North Island, New Zealand
Lionsgate Holdings, Inc. 1,180,000 6.84%
Aspen Orchard, R.D. 1, Opotiki
North Island, New Zealand
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount of Percent
of Beneficial Owner Beneficial Ownership of class
------------------------------- --------------------------- ----------------------
<S> <C> <C> <C>
B. Bruce Freitag(3) 150,000 0.87%
599 Lexington Ave., Suite 2300
New York, NY 10022
All Officers and 10,150,000 58.87%
Directors as a Group
(Consisting of two Persons) (2)
</TABLE>
(1) Shiretalk Investments, Inc. may be deemed to be the Company's
"parent" and "promoter," pursuant to the Rules and Regulations promulgated under
the1933 Act.
(2) Martin G. Wotton is the sole owner of the outstanding capital stock
of Shiretalk Investments, Ltd. and, since he is in a position to control the
actions of Shiretalk, the beneficial interest in the shares of Common Stock held
by Shiretalk are attributable to Mr. Wotton.
(3) Messrs Wotton and Freitag are each holders of options to purchase
common stock at $.50 per share in the amounts of 5,000,000 and 150,000
respectively.
ITEM 12. Certain Relationships and Related Transactions.
Shiretalk Investments, Inc., the Principal Shareholder of the Company
entered into an agreement with the Company in January, 1998 in which it was
agreed that the Company would acquire all of the Common Stock of Shiretalk and
other Shareholders VisionCorp, Inc. in exchange for a total of 10,000,000 shares
of the Company's Common Stock. The Agreement was negotiated at "arms length"with
the then management of the Company. At the time of the consummation of the
agreement, the Company's Common Stock was traded infrequently on the OTC
Bulletin Board at approximately $0.25 per share.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit required to be filed pursuant to Item 601 of Regulation S-K:
None
(b) Reports on Form 8K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VISIONGLOBAL CORPORATION
Date: October 5, 1999 By:
Martin G. Wotton, President, Chief Executive
Officer, and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: October 5, 1999
Martin G. Wotton, President,
Chief Executive Officer, Chief
Financial Officer and Director
Date: October 5, 1999
B. Bruce Freitag, Secretary/Treasurer,
and Director
13
<PAGE>
Smith
&
Company
A Professional Corporation of Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
Board of Directors
VisionGlobal Corporation
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of VisionGlobal
Corporation (a development stage company) and subsidiaries as of December 31,
1998 and 1997, and the related statements of operations, changes in
stockholders' equity (deficit), and cash flows for the years ended December 31,
1998, 1997, and 1996, and for the period of April 16, 1986 (date of inception)
to December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 VisionGlobal
Corporation (a development stage company) and subsidiaries as of December 31,
1998 and 1997, and the results of their operations, changes in stockholders'
equity (deficit), and their cash flows for the years ended December 31, 1998,
1997, and 1996, and for the period of April 16, 1986 (date of inception) to
December 31, 1998 in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. At December 31, 1998, the
Company had a deficit in working capital of $(155,179) and a retained deficit of
$(394,310). The Company has no operations and has a substantial need for working
capital. This raises substantial doubt about its ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
that may result from the outcome of this uncertainty.
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
September 28, 1999
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
F-1
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1998 1997
----------------- -----------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash in bank $ 0 $ 0
----------------- -----------------
TOTAL CURRENT ASSETS 0 0
OTHER ASSETS
Organization costs (Note 1) 0 0
----------------- -----------------
0 0
----------------- -----------------
$ 0 $ 0
================= =================
LIABILITIES & EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 59,979 $ 0
Payable - officer (Note 4) 70,200 0
Loans payable (Note 7) 25,000 0
----------------- -----------------
TOTAL CURRENT LIABILITIES 155,179 0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding 11,200,000 shares (1,000,000
in 1997) 11,200 1,000
Additional paid-in capital 227,931 1,000
Deficit accumulated during
the development stage (394,310) (2,000)
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (155,179) 0
----------------- -----------------
$ 0 $ 0
================= =================
</TABLE>
See Notes to Consolidated Financial Statements.
F-2
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
4/16/86
(Date of
Year Ended December 31, inception) to
1998 1997 1996 12/31/98
------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
------------- ------------- ------------- -----------------
GROSS PROFIT 0 0 0 0
General & administrative expenses 392,310 0 0 394,310
------------- ------------- ------------- -----------------
NET LOSS $ (392,310) $ 0 $ 0 $ (394,310)
============= ============= ============= =================
Net income (loss) per weighted
average share $ (.04) $ .00 $ .00
============= ============= =============
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 10,350,000 1,000,000 1,000,000
============= ============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
Par Value $0.001 Paid-in Development
Shares Amount Capital Stage
--------------- ---------------- ----------------- -----------------
Balances at 4/16/86
<S> <C> <C> <C> <C>
(Date of inception) 0 $ 0 $ 0 $ 0
Issuance of common stock (restricted)
at $.002 per share at 6/16/86 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 year 0
--------------- ---------------- ----------------- -----------------
Balances at 12/31/97 1,000,000 1,000 1,000 (2,000)
Issued for subsidiaries 1/26/98 10,200,000 10,200 226,931
Net loss for year (392,310)
--------------- ---------------- ----------------- -----------------
Balances at 12/31/98 11,200,000 $ 11,200 $ 227,931 $ (394,310)
=============== ================ ================= =================
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
4/16/86
(Date of
Year Ended December 31, inception) to
1998 1997 1996 12/31/98
------------- ------------- ------------- -----------------
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $ (392,310) $ 0 $ 0 $ (394,310)
Adjustments to reconcile net income (loss)
to cash used by operating activities:
Amortization 0 0 0 50
Changes in assets and liabilities:
Accounts payable 59,979 0 0 59,979
Payable - officer 70,200 0 0 70,200
------------- ------------- ------------- -----------------
NET CASH USED BY
OPERATING ACTIVITIES (262,131) 0 0 (264,081)
INVESTING ACTIVITIES
Organization costs 0 0 0 (50)
------------- ------------- ------------- -----------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 (50)
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 0 0 2,000
Loans 25,000 0 0 25,000
Cash from subsidiary 237,131 0 0 237,131
------------- ------------- ------------- -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 262,131 0 0 264,131
------------- ------------- ------------- -----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 0 0 0 0
Cash and cash equivalents at beginning of year 0 0 0 0
------------- ------------- ------------- -----------------
CASH & CASH EQUIVALENTS
AT END OF YEAR $ 0 $ 0 $ 0 $ 0
============= ============= ============= =================
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Principals of Consolidation
The financial statements for 1998 include the accounts of the
Company and its wholly owned subsidiaries VisionCorp, Inc. and
Visionglobal Corporation (inactive in 1998).
Accounting Methods:
The Company recognizes income and expenses based on the accrual
method of accounting.
Dividend Policy:
The Company has not yet adopted any policy regarding payment of
dividends.
Organization Costs:
The Company amortized its organization costs over a five year
period.
Stock Options
The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25) and related interpretations in accounting for its employee
stock options rather than adopting the alternative fair value
accounting provided for under Financial Accounting Standards Board
("FASB") FASB Statement No. 123, Accounting for Stock Based
Compensation (SFAS 123).
Estimates
The preparation of 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 disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For financial statement purposes, the Company considers all highly
liquid investments with an original maturity of three months or
less when purchased to be cash equivalents.
Loss per Share
Loss per common share is computed by dividing net loss by the
weighted average shares outstanding during each period.
Income Taxes:
The Company records the income tax effect of transactions in the
same year that the transactions enter into the determination of
income, regardless of when the transactions are recognized for tax
purposes. Tax credits are recorded in the year realized. Since the
Company has not yet realized income as of the date of this report,
no provision for income taxes has been made.
In February, 1992, the Financial Accounting Standards Board
adopted Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, which supersedes substantially all
existing authoritative literature for accounting for income taxes
and requires deferred tax balances to be adjusted to reflect the
tax rates in effect when those amounts are expected to become
payable or refundable. The Statement was applied in the Company's
financial statements for the fiscal year commencing January 1,
1993.
At December 31, 1998 a deferred tax asset has not been recorded
due to the Company's lack of operations to provide income to use
the net operating loss carryover of $394,310 which expires as
follows:
F-6
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
<TABLE>
<CAPTION>
Year Ended Expires Amount
-------------------------- -------------------------- --------------
<S> <C> <C> <C>
December 31, 1986 December 31, 2001 $ 1,950
December 31, 1987 December 31, 2002 10
December 31, 1988 December 31, 2003 10
December 31, 1989 December 31, 2004 10
December 31, 1990 December 31, 2005 10
December 31, 1991 December 31, 2006 10
December 31, 1998 December 31, 2018 392,310
--------------
$ 394,310
==============
</TABLE>
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State of Utah
on April 16, 1986 as Flamingo Capital, Inc. and has been in the
development stage since incorporation. On December 30, 1993, the
Company was dissolved as a Utah corporation and reincorporated as
a Nevada corporation. On March 3, 1998, the name was changed to
VisionGlobal Corporation.
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000 shares of
its common stock to Capital General Corporation for $2,000 cash,
for an average consideration of $.002 per share. The Company's
authorized stock includes 100,000,000 shares of common stock at
$.001 par value.
NOTE 4: RELATED PARTY TRANSACTIONS
During 1998, the Company's President received compensation of
$25,000. An entity controlled by the President was paid $23,916
for expenses paid on behalf of the Company. At December 31, 1998,
the Company owes $70,200 to its President for expenses paid on
behalf of the Company.
NOTE 5: ACQUISITION OF SUBSIDIARY
On January 16, 1998, the Company entered into an agreement with
all of the shareholders of VisionCorp, Inc., ("VisionCorp") a
Delaware corporation, to acquire all of the outstanding shares of
common stock of VisionCorp, so that VisionCorp would become a
wholly owned subsidiary of the Company. The consideration for the
purchase was the issuance of ten million shares of the Company's
common stock in exchange for all of the outstanding shares of
VisionCorp.
Since the Company issued ten million shares of its common stock in
the transaction to VisionCorp shareholders, the holders of all of
the common stock of VisionCorp became control shareholders in the
Company.
VisionCorp is at present a holding company whose principal
business will be to foster, develop and manage companies in
highly-technical businesses. VisionCorp also intends to become an
operating company in the near future.
NOTE 6: INCOME TAXES
Income tax expense was $0 for the years ended December 31, 1998,
1997, and 1996. Such amounts differ from the amounts computed by
applying the United States Federal income tax rate of 34% to loss
before income taxes as a result of the following:
F-7
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1998
NOTE 6: INCOME TAXES (continued)
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Computed "expected" tax benefit $ (133,385) $ 0 $ 0
Decrease (increase) in income tax benefit
resulting from:
Change in valuation allowance for
deferred federal, state, and local
income tax assets 133,385 0 0
State income taxes and other, net 0 0 0
------------- ------------- -------------
$ 0 $ 0 $ 0
============= ============= =============
The tax effects of temporary differences that give rise to a
substantial portion of the deferred income tax assets are
presented below:
1998 1997 1996
------------- ------------- -------------
Net operating loss carryforwards $ 133,385 $ 0 $ 0
------------- ------------- -------------
Total gross deferred tax assets 133,385 0 0
Less valuation allowance (133,385) 0 0
------------- ------------- -------------
Net deferred tax assets $ 0 $ 0 $ 0
============= ============= =============
</TABLE>
The valuation allowance for deferred tax assets was $133,385 and
$0 at December 31, 1998 and 1997, respectively. The net change in
the total valuation allowance for the period ended December 31,
1998 was $133,385. The net change in the total valuation allowance
for the year ended December 31, 1997 was $0.
During the years ended December 31, 1998, 1997, and 1996, the
Company made no Federal income tax payments.
At December 31, 1998, the Company has approximately $394,000
available in net operating loss carryforwards for income tax
purposes. These carryforwards expire in 2001 through 2018. Due to
a change in control and business activity, the net operating loss
carryforwards will most likely never be realized.
NOTE 7: LOANS PAYABLE
At December 31, 1998, the Company owes $25,000 to an entity. The
amount is interest free if paid by September 30, 1999. Otherwise
interest of 11% will be due from the original date of the loan
which was May of 1998.
NOTE 8: SUBSEQUENT EVENTS
In August of 1999, the Company entered into a plan and agreement
of merger with Lone Peak Research Corp. ("Lone Peak"), a Utah
corporation which will be engaged in providing internet services.
The Company issued 100,000 shares to acquire Lone Peak as a wholly
owned subsidiary.
In February, 1999, the Company granted 5,000,000 stock options to
its largest shareholder, 150,000 options to its
secretary/treasurer and 50,000 options to another shareholder. The
options have an exercise price of $.50 per share and expire in
February, 2004.
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from VisionGlobal Corporation and Subsidiaries December 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> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 155,179
<BONDS> 0
0
0
<COMMON> 11,200
<OTHER-SE> (166,379)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 392,310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (392,310)
<INCOME-TAX> 0
<INCOME-CONTINUING> (392,310)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (392,310)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
