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 September 30, 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)
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of principal executive offices) (Zip Code)
599 Lexington Avenue, Suite 2300
New York, New York 10022
(Former Address)
Issuer's telephone number, including area code (212) 521-4186
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 September 30, 1998
- ------------------------------------ ------------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 11,200,000 SHARES
1
<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 nine
months ended September 30, 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 (9/98)
The Company remains a development stage enterprise. It 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 nine months ended September 30,
1998 was the acquisition of VisionCorp, Inc. as a subsidiary.
During the nine months ended September 30, 1998, the Company spent
about $362,000 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 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,
however, no date is scheduled for operations to begin.
VisionCorp also owned Greatlands WaterWorks Limited, but abandoned the
subsidiary effective June 30, 1998, when its business plan did not materialize.
Assets
The Company remains without significant assets and is presently being
supported by investment from various sources. The Company is now attempting to
raise capital to begin operations. Future activities will be dependent on the
Company's ability to raise substantial new capital.
While there cannot be any assurance that the Company will be successful
in obtaining substantial investment, the Company believes that if its
negotiations are successful in obtaining an agreement with certain internet
providers and internet related operations, it should be in a position to raise
the necessary capital to activate the Company.
2
<PAGE>
Liabilities
The liabilities of the Company represent costs incurred in attempts to
establish business operations during the past quarter.
Operations
The Company has had no operating revenues as demonstrated by the
financial statements. The expense associated with operations primarily consists
of general and administrative costs incurred while attempting to establish a
business for the Company by the negotiation of certain options held by the
Company to acquire operations in the land mine discovery and removal business,
water purification and other related businesses. At the same time the Company
has been incurring expenses in connection with its present attempt to obtain an
agreement for providing certain internet services which the Company hopes to
conclude in the near future.
Stockholders' Deficit
The Company has an accumulated loss of $364,238 which has been incurred
to date during the development stage. At September 30, 1998 stockholders'
deficit was $175,107.
Item 5. Other Information (1999)
On May 7, 1999, the Company announced an additional corporate strategy.
The Company which is currently positioning itself as a prime contractor for
ordnance detection and ordnance remediation utilizing geophysical technologies,
has entered into talks with several entities to facilitate their plan to take
advantage of the rapidly growing Internet and technology sector. It is
Management's belief that the earnings potential that currently exist in the
convergence of media related technologies is significant and will continue to
grow. Additionally, Management has found a lucrative synergistic relationship
between the two sectors which to date has not been exploited.
As of the date of this filing, Management has secured funding interest
for the future growth and development of the Company. Management believes this
funding will provide sufficient working capital to initiate operations.
Management intends to file a Form 8-K to announce a recent acquisition and other
developments for the future growth of the Company (see May 7 item above).
Management has decided not to renew negotiations regarding Geophysical
Technology Limited. However, Management is now focused on a more attractive
opportunity to fulfill the Company's ambitions in the ordnance sector.
3
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Financial Statements as of September 30, 1998
27 Financial Data Schedule
(b) Reports on Form 8-K
None
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: August 24, 1999 /s/ Martin Wotton
Martin G. Wotton,
President and Director
4
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
(Unaudited) (Audited)
---------------------- --------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash in bank $ 0 $ 0
---------------------- --------------------
TOTAL CURRENT ASSETS 0 0
---------------------- --------------------
$ 0 $ 0
====================== ====================
LIABILITIES & DEFICIT
CURRENT LIABILITIES
Accounts payable $ 28,744 $ 0
Loans payable 76,163 0
Payable - officer 70,200 0
---------------------- --------------------
TOTAL CURRENT LIABILITIES 175,107 0
STOCKHOLDERS' 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 177,931 1,000
Deficit accumulated during the
development stage (364,238) (2,000)
---------------------- --------------------
TOTAL STOCKHOLDERS' DEFICIT (175,107) 0
---------------------- --------------------
$ 0 $ 0
====================== ====================
</TABLE>
F - 1
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
Three Months Ended Nine Months Ended (Date of
September 30, September 30, inception) to
1998 1997 1998 1997 9/30/98
------------- ------------- ------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0 0
------------- ------------- ------------- ------------- ------------------
GROSS PROFIT 0 0 0 0 0
General and administrative expenses 17,989 0 362,238 0 364,238
------------- ------------- ------------- ------------- ------------------
NET LOSS $ (17,989) $ 0 $ (362,238) $ 0 $ (364,238)
============= ============= ============= ============= ==================
Net income (loss) per weighted
average share $ (.00) $ .00 $ (.03) $ .00
============= ============= ============= =============
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 11,200,000 1,000,000 10,633,333 1,000,000
============= ============= ============= =============
</TABLE>
F - 2
<PAGE>
VISIONGLOBAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
Nine Months Ended (Date of
September 30, Inception) to
1998 1997 9/30/98
--------------- --------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (loss) $ (362,238) $ 0 $ (364,238)
Adjustments to reconcile net (loss) to cash used
by operating activities:
Amortization 0 0 50
Changes in assets and liabilities:
Accounts payable 28,744 0 28,744
Payable - officer 70,200 0 70,200
--------------- --------------- ----------------
NET CASH USED
BY OPERATING ACTIVITIES (263,294) 0 (265,244)
INVESTING ACTIVITIES
Organization costs 0 0 (50)
--------------- --------------- ----------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 0 0 (50)
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 0 2,000
Loans 76,163 0 76,163
Cash from subsidiary 187,131 0 187,131
--------------- --------------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 263,294 0 265,294
--------------- --------------- ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 0 0 0
Cash and cash equivalents at beginning of year 0 0 0
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 0 $ 0
=============== =============== ================
</TABLE>
SUPPLEMENTAL INFORMATION
During the quarter ended March 31, 1998, the Company
issued 10,000,000 shares of restricted common stock
to acquire subsidiaries.
F - 3
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from VisionGlobal Corporation and Subsidiaries September 30,
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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 175,107
<BONDS> 0
0
0
<COMMON> 11,200
<OTHER-SE> (186,307)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 362,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (362,238)
<INCOME-TAX> 0
<INCOME-CONTINUING> (362,238)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (362,238)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
