U. S. 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, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number 0-18824
_________________________________________________
CORPORATE VISION, INC.
(Exact name of small business issuer as specified in its charter)
Oklahoma (State or other jurisdiction of incorporation or organization) | 73-1579755 (IRS Employer Identification No.) |
3540 E. 31ST STREET
SUITE 1
TULSA, OK 74135
(Address of Principal Executive Offices)
(918) 749-2400
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X; No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 19,805,251 shares of its Common Stock, $0.01 par value, as of May 31, 2001.
CORPORATE VISION, INC.
FORM 10-QSB REPORT INDEX
| Page No. |
PART I. FINANCIAL INFORMATION | |
Item 1. Financial Statements | |
| Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000 (Audited) | 3 |
| Unaudited Statements of Operations for the Three Months Ended March 31, 2001 and 2000 | 5 |
| Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 | 6 |
| Notes to Consolidated Financial Statements for the Three Months Ended March 31, 2001 | 8 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation | 12 |
PART II. OTHER INFORMATION | 14 |
Item 1. Legal Proceedings | 14 |
Item 2. Changes in Securities | 14 |
Item 3. Defaults on Senior Securities | 15 |
Item 4. Submission of Matters to a Vote of Security Holders | 15 |
Item 5. Other Information | 15 |
Item 6. Exhibits and Reports on Form 8-K | 16 |
Signatures | 17 |
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
CORPORATE VISION, INC.
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, 2001 and December 31, 2000
ASSETS | March 31, 2001 (Unaudited) | | December 31, 2000 (Audited) |
Current Assets: | | | |
Cash | $ 0 | | $ 0 |
Receivable from related parties | 172,485 | | 139,224 |
Investments, net | 927,621 | | 927,621 |
Total Current Assets | 1,100,106 | | 1,066,845 |
| | | |
Property and Equipment, net | 31,393 | | 25,480 |
| | | |
| | | |
Other Assets | 3,000 | | 3,000 |
| | | |
TOTAL ASSETS | $ 1,134,499 | | $ 1,095,325 |
The accompanying notes are an integral part of these financial statements.
CORPORATE VISION, INC.
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, 2001 and December 31, 2000
LIABILITIES AND STOCKHOLDERS' EQUITY | March 31, 2001 (Unaudited) | | December 31, 2000 (Audited) |
| | | |
Current Liabilities: | | | |
Accounts payable and accrued liabilities | $ 215,014 | | $ 178,091 |
| | | |
| | | |
Contingent Legal Liabilities | 30,000 | | 30,000 |
| | | |
Shareholders' Equity | | | |
Series A non-cumulative convertible preferred stock, $0.01 par value; 1,000,000 shares authorized; 152,889 shares issued and outstanding | 1,529 | | 1,529 |
Common stock, $0.01 par value, 50,000,000 shares authorized;18,355,251 and 16,878,763 shares issued and outstanding at March 31, 2001 and December 31, 2000, respectively | 183,243 | | 168,788 |
Additional paid-in capital | 9,043,956 | | 8,929,548 |
Treasury stock, 165,019 shares | (180,428) | | (180,428) |
Stock to be issued | 67,500 | | -- |
Deficit accumulated in the development stage | (3,503,961) | | (3,309,848) |
Retained earnings (deficit) | (4,722,355) | | (4,722,355) |
Total Stockholders' Equity | 889,485 | | 887,234 |
| | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,134,499 | | $ 1,095,325 |
The accompanying notes are an integral part of these financial statements.
CORPORATE VISION, INC.
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 2001 and 2000 and
the development stage period from January 1, 1998 to March 31, 2001
(Unaudited)
| 2001 | | 2000 | | Development Stage Period |
| | | | | |
Revenues | 58 | | 7,211 | | 462,898 |
| | | | | |
General and Administrative Expenses | 194,171 | | 341,051 | | 2,759,880 |
Income (Loss) From Operations | (194,113) | | (333,840) | | (2,296,982) |
| | | | | |
Other Income (Expense) | | | | | |
Interest income | -- | | 13,943 | | 55,831 |
Interest expense | -- | | (761) | | (4,279) |
Gain on sale of asset | -- | | -- | | 3,024 |
Securities loss/write downs | -- | | -- | | (1,180,194) |
Share of loss of Blue Crystal Mining | -- | | (11,870) | | (81,361) |
Total Other Income (Expense) | -- | | 1,312 | | (1,206,979) |
| | | | | |
Net Income (Loss) | ($ 194,113) | | ($ 332,528) | | ($ 3,503,961) |
| | | | | |
Basic and Diluted Earnings Per Share of Common Stock | $ (0.01) | | $ (0.03) | | $ (0.35) |
Weighted Average Number of Common Shares Outstanding | 17,966,975 | | 13,015,834 | | 9,904,759 |
The accompanying notes are an integral part of these financial statements
CORPORATE VISION, INC.
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2001 and 2000 and the
development stage period from January 1, 1998 to March 31, 2001
(Unaudited)
| 2001 | | 2000 | | Development Stage Period |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net income (loss) | ($ 194,113) | | ($ 332,528) | | ($ 3,503,961) |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | |
Depreciation | 3,301 | | 2,003 | | 20,017 |
Net unrealized loss on trading securities | | | | | 102,764 |
Net realized loss on trading securities | | | | | 66,892 |
Impairment of assets | | | | | 988,716 |
Stock dividends received | | | | | (15,110) |
Compensation expense - stock options | | | | | 66,300 |
Gain on sale of assets | | | | | (3,024) |
Provision for bad debt | | | | | 3,326 |
Non-cash stock issuances | 101,350 | | 86,587 | | 932,897 |
Share of loss from Blue Crystal Mining Ltd. | | | 11,870 | | 92,611 |
Receivables written off | | | | | 39,009 |
Common stock subscriptions written off | | | | | 35,000 |
Services provided for non-cash consideration | | | | | (300,000) |
Fixed assets exchanged for services | | | | | 3,022 |
(Increase) decrease in receivables from affiliated companies | | | (701) | | -- |
(Increase) decrease in related party receivables | (33,260) | | (63,447) | | (100,390) |
(Increase) decrease in interest rec. | | | | | (15,110) |
(Increase) decrease in deposits | | | | | (3,000) |
Increase (decrease) in contingencies | | | | | 30,000 |
(Increase) decrease in accrued interest | | | (13,943) | | -- |
(Increase) decrease in other assets | | | (1,783) | | -- |
Increase (decrease) in current liabilities | 55,222 | | (384,024) | | (166,810) |
| | | | | |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | (67,500) | | (695,966) | | (1,726,851) |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
Proceeds from sale of trading securities | | | | | 117,140 |
Investments in other companies | | | (100,365) | | (599,262) |
Purchase internet sites | | | | | (1,783) |
Cash advances to other entities | | | | | (81,621) |
Loans to other entities | | | | | (326,122) |
Principal reductions of note rec. | | | | | 83,380 |
Purchases of equipment | -- | | (10,421) | | (39,032) |
| | | | | |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | -- | | (110,786) | | (847,300) |
| | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES: | | | | | |
Issuance of common stock | | | 462,299 | | 2,341,842 |
Common stock to be issued | 67,500 | | -- | | 67,500 |
Purchase of treasury stock | 0 | | (50,428) | | (180,428) |
| | | | | |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | 67,500 | | 411,871 | | (2,228,914) |
| | | | | |
NET INCREASE (DECREASE) IN CASH | $ -- | | ($ 394,881) | | ($ 345,237) |
| | | | | |
CASH AT BEGINNING OF PERIOD | $ -- | | $ 799,163 | | $ 345,237 |
| | | | | |
CASH AT END OF PERIOD | $ -- | | $ 404,282 | | $ -- |
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest | $ 0 | | $ 761 | | $ 761 |
Non-cash Investing and Financing Activities: | | | | | |
Common stock issued to purchase fixed assets | $ 9,214 | | $ 0 | | $ 9,214 |
Common stock issued as investment in affiliated companies | $ 0 | | $ 199,944 | | $ 658,140 |
The accompanying notes are an integral part of these financial statements.
CORPORATE VISION, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 (Unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared by Corporate Vision, Inc. (the "Company" or "CVIA") pursuant to the rules and regulations of the U. S. Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. This Form 10-QSB Report should be read in conjunction with the Company's Form 10-KSB, which contains audited financial statements for the Company for the fiscal year ended December 31, 2000, as filed with the U. S. Securities and Exchange Commission.
The results of operations for the period ended March 31, 2001 are not indicative of the results that may be expected for the full year.
Company's Activities
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.
Consolidation Issues
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.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
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.
Marketable Securities
The Company accounts for marketable securities in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." This statement requires certain investments to be recorded at fair value or amortized cost. The appropriate classification of the investments in marketable equity securities is determined at the time of purchase and re-evaluated at each balance sheet date.
Trading Securities: Securities that are held for short-term resale are classified as trading account securities and recorded at their fair values. Realized and unrealized gains and losses on trading securities are included in other income.
Securities Held-to-Maturity:Securities that management has the positive intent and ability to hold to maturity are reported at amortized cost. There were no securities classified as held-to-maturity.
Securities Available-for-Sale: Available-for-sale securities consist of all securities not classified as trading or held-to-maturity. Securities classified as available-for-sale are recorded at their fair values. Unrealized gains or losses are reported as a separate component of stockholders' equity until realized.
Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses and result in the establishment of a new cost basis for the security. Realized gains and losses on all marketable securities are determined by specific identification and are charged or credited to current earnings.
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.
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, principally three years.
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 likely 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.
FairValue of Financial Instruments
Statement of Financial Accounting Standards No. 7, "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheet. The Company's financial instruments consist of cash and investment securities. The carrying amounts of these financial instruments have been estimated by management to approximate their fair values.
Valuation of Non-Employee Stock-Based Compensation
The Company applies the provisions of SFAS No. 123 "Accounting for Stock-Based Compensation", to all issuances of stock to non-employees in exchange for goods and services. Accordingly, such issuances are accounted for based on the fair value of the goods or services received or the fair value of the shares issued, whichever is more reliably measured.
Comprehensive Income
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income". The statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The statement requires all items that are required to be recognized under accounting standards as components of comprehensive income to be disclosed in the financial statements. Comprehensive income is the total of net income and other comprehensive income, which for the Company is comprised entirely of unrealized gains and losses on securities available for sale. The Company did not have any items that met the definition of comprehensive income for the years ended December 31, 2000 and 1999.
Note 2 - Investments
The Company owns the following investments in affiliated companies:
Clickgarden | $ 800,000 |
E-Commerce | 9,340 |
Great Mane | 18,000 |
Saratoga | 25,000 |
T.L. Phipps and Company | 75,281 |
Total | $ 927,621 |
Note 3 - Advances Receivable
During the quarter ended March 31, 2001, the Company had $172,485 of advances receivable from related parties. Of that amount, $170,899 was due from Keith Anderson, the Company's former chairman and chief executive officer. The amount due the Company by Mr. Anderson increased by $70,000 during the quarter as the result of the issuance of 700,000 shares of common stock in Mr. Anderson's name, which shares were approved by the Company's board on the condition that the shares be used as collateral for a loan to the Company. Instead, Mr. Anderson used the shares as collateral for a personal loan to him in the amount of about $35,000. The Company recorded the value of the shares at the time of issuance of $70,000 as an addition to advances receivable from Mr. Anderson. Subsequently, in connection with Mr. Anderson's resignation from the Company, the Company and Mr. Anderson agreed that Mr. Anderson would be allowed to retain the shares, and that their value would be applied against amounts due Mr. Anderson for unpaid compensation.
Note 4 - Issuance of Common Stock
The Company issued shares of its common stock in the following transactions in the quarter ended March 31, 2001:
- 29,000 shares to satisfy a loan of $2,900 from an affiliate of the Company's chief executive officer at the time;
- 79,496 shares to four directors for compensation for attendance at board meetings, valued at $9,600;
- 50,000 shares to an employee for an annual bonus, valued at $4,000;
- 225,897 shares to former officers and directors for consulting services rendered the Company, valued at $17,750;
- 140,000 shares of common stock issued in payment of $15,400 in salaries that were accrued at December 31, 2000.
- 184,283 shares issued to a former director as compensation for equipment purchased by the director for the Company, valued at $9,214; and
- 700,000 shares valued at $70,000 issued to Keith Anderson (see Note 5).
Note 5 - Related Party Transactions
During the quarter ended March 31, 2001, the Company issued 29,000 shares of common stock to DEK Resources, a company controlled by the Company's chief executive officer at the time, to satisfy a loan in the amount of $2,900.
During the quarter ended March 31, 2001, the Company issued 700,000 shares of common stock in Mr. Anderson's name. The shares were approved by the Company's board on the condition that the shares be used as collateral for a loan to the Company. Instead, Mr. Anderson used the shares as collateral for a personal loan to him in the amount of about $35,000. The Company recorded the value of the shares at the time of issuance of $70,000 as an addition to advances receivable from Mr. Anderson. Subsequently, in connection with Mr. Anderson's resignation from the Company, the Company and Mr. Anderson agreed that Mr. Anderson would be allowed to retain the shares, and that their value would be applied against amounts due Mr. Anderson for unpaid compensation.
During the quarter ended March 31, 2001, the Company issued 225,897 shares of its common stock to former officers and directors for consulting services rendered the Company.
During the quarter ended March 31, 2001, the Company issued 184,283 shares of common stock to Dale Ogden, a former officer and director, in compensation for certain equipment purchased for the Company by Mr. Ogden.
Note 6 - Going Concern
These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000. The financial statements of the Company have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.However, because of the Company's discontinuance of historical operations and new strategic direction, such realization of assets and liquidation of liabilities is subject to significant uncertainty. Further, the Company's ability to continue as a going concern is highly dependent on its ability to continue to raise sufficient operating capital.
Note 7 - Subsequent Events
On April 17, 2001, Keith Anderson resigned as an officer and director of the Registrant.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 on Form 10-QSB, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein.
The words "believe", "expect", "anticipate", "seek" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Results of Operation
Revenues
Revenues in the three months ended March 31, 2001 were $58, as compared to revenues of $7,211 in the prior year, a decrease of $7,153.
General and Administrative Expenses
General and administrative expenses in the three months ended March 31, 2001 were $190,870 as compared to $341,051 in the prior year, a decrease of $150,181. The decrease in such expenses was attributable primarily to the Company's reduced level of operations and in particular reduced expenditures for outside consultants.
Operating Loss
The Company incurred an operating loss of ($194,113) in the three months ended March 31, 2001, as compared to an operating loss in the prior year of ($333,840). The Company's operating loss decreased in 2001 as compared to 2000 due to reductions in the amount of general and administrative expenses incurred by the Company.
Other Income (Expense)
The Company incurred net nonoperating income (loss) in the three months ended March 31, 2001 of $0, as compared to income of $1,312 in the prior year.
Net Income
The Company incurred a net loss in the three months ended March 31, 2001 of ($194,113) as compared to a net loss in the prior year of ($332,528). The substantial decrease in the net loss was primarily attributable to the Company's reduced level of operations, which resulted in a substantially reduced level of general and administrative expenses.
The Company believes that its results from operations in the three months ended March 31, 2001 are not indicative of the Company's results of operations in future periods. The Company's entire board of directors was replaced in the first quarter of 2001. The current board has undertaken a comprehensive review of the Company's prior investments, as well as its business strategy for future transactions. It is likely that, if the Company elects to maintain its current business as a business incubator and consultant, it will substantially change the type and nature of services it offers, as well as the form of compensation it receives for such services. In addition, the Company may elect to pursue other lines of business. The Company believes that its public trading status, combined with net operating loss carryforwards of over $5 million, may make it an attractive acquisition vehicle for another company that desires to become publicly traded.
Liquidity and Capital Resources
As of March 31, 2001, the Company had cash and cash equivalents of ($1,236), as compared to cash of ($83) as of December 31, 2000. As of March 31, 2001, the Company's net working capital of $885,092, as compared to net working capital of $888,754 as of December 31, 2000, a decrease of $3,662 during the three-month period. The reasons for the decline in working capital during the period were the accrual of significant accounts payable and accrued liabilities, offset by increase in advances receivable to related parties.
As of March 31, 2001, the Company had no active operations. A substantial portion of its working capital is invested in illiquid investments that cannot be liquidated to pay routine administrative expenses. Consequently, the Company is currently dependent on the issuance of its common stock for managerial and legal services, and depends on short-term loans from third parties, including its officers and directors, for the funds to satisfy miscellaneous expenses. For the foreseeable future, the Company expects that it will be required to acquire necessary administrative services and satisfy its indebtedness by issuing shares of its common stock.
Going Concern
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company incurred a net operating loss of ($194,113) in the first three months of 2001, had minimal revenues from operations, had a negative cash balance, and had significant unpaid accounts payable and accrued liabilities. These factors create an uncertainty about the Company's ability to continue as a going concern. The Company's new management has provided operating capital to the Company and has developed a plan to raise additional capital and acquire companies with operations that generate cash flow. The ability of the Company to continue as a going concern is dependent on the success of this plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
Not Applicable.
Item 2. Changes in Securities.
During the quarter ended March 31, 2001, the Company issued the following shares of common stock in unregistered transactions:
Date | Recipient | No. of Shares | Consideration |
1/10/01 | Keith Anderson | 140,000 | September 2000 salary of $15,400 |
1/10/01 | DEK Resources | 29,000 | Satisfy loan of $2,900 |
1/15/01 | Dale Ogden | 36,363 | Consulting Services valued at $4,000 |
1/15/01 | Ray Hall | 20,909 | Consulting Services valued at $2,300 |
1/19/01 | Keith Anderson | 700,000 | Stock issued for loan to company, proceeds retained by CEO |
2/5/01 | Ray Hall | 31,875 | Consulting Services valued at $2,550 |
2/5/01 | Dale Ogden | 68,750 | Consulting Services valued at $5,500 |
2/5/01 | Dale Ogden | 252,283 | 184,283 as reimbursement for equipment purchased for company valued at $9,215; 68,000 shares issued for consulting services valued at $3,400 |
2/5/01 | Barry Hall | 50,000 | 2000 year end bonus valued at $4,000 |
2/15/01 | William Hale | 19,874 | Director compensation valued at $2,400 |
2/15/01 | Craig Treiber | 19,874 | Director compensation valued at $2,400 |
2/15/01 | Keith Anderson | 19,874 | Director compensation valued at $2,400 |
2/15/01 | Robert Hildinger | 19,874 | Director compensation valued at $2,400 |
The shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
The Company filed a Form 8-K dated February 16, 2001 reporting in Item 6 on the resignation of William Hale, Craig Treiber, and Robert Hildinger as directors and officers of the Company, the appointment of Cynthia Cox, Gary Mays and A. Leon Blaser and Curtis Swart as directors, the appointment of Mr. Mays as chief executive officer, and the appointment of Mr. Blaser as chairman.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CORPORATE VISION, INC. |
Date: June 1, 2001 | /s/ Cynthia Cox |
| By: Cynthia Cox, Chief Financial Officer |
