1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
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 NUMBER 0-18824
CORPORATE VISION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 73-1579755
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6130 S. MEMORIAL DR.
TULSA, OK 74133
(Address of principal executive offices)
(Zip Code)
(918) 307-2243
(Registrant's telephone number, including area code)
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
--- ---
As of March 31, 2000, there were 13,421,068 shares outstanding of the
registrant's common stock, $0.001 par value.
================================================================================
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CORPORATE VISION, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
MARCH 31, DECEMBER 31,
2000 1999
---------- ----------
(Unaudited)
CURRENT ASSETS
Cash $ 404,282 $ 799,163
Receivable from related parties (Note 3) 63,807 360
Advances to affiliates 57,898 64,096
Note receivable 105,768 105,768
Note receivable from affiliate 15,000 15,000
Accrued interest receivable 29,053 15,110
---------- ----------
TOTAL CURRENT ASSETS 675,808 999,496
---------- ----------
INVESTMENTS, NET (NOTE 2) 1,615,130 1,269,793
---------- ----------
PROPERTY AND EQUIPMENT, NET 34,370 25,952
---------- ----------
NOTE RECEIVABLE 271,974 271,974
---------- ----------
OTHER ASSETS 4,783 3,000
---------- ----------
TOTAL ASSETS $2,602,065 $2,570,215
========== ==========
Accompanying notes are an integral part
of the consolidated financial statements.
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LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31, DECEMBER 31,
2000 1999
--------------- ---------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 26,443 410,467
--------------- ---------------
SHAREHOLDERS' EQUITY
Series A non-cumulative convertible preferred stock, $0.01 par value;
1,000,000 shares authorized; 152,889 shares issued and outstanding at
March 31, 2000 and December 31, 1999 1,529 1,529
Common stock, $0.01 par value, 50,000,000 shares
authorized; 13,421,068 and 12,662,084 shares
issued and outstanding at March 31, 2000 and
December 31, 1999,respectively 134,211 126,621
Additional paid-in capital 8,204,931 7,338,692
Treasury stock, 35,019 and -0- shares at March 31, 2000
and December 31, 1999, respectively (50,428) --
Subscriptions receivable (125,000) (50,000)
Retained earnings (deficit) (4,722,355) (4,722,355)
Deficit accumulated during the development stage (867,267) (534,739)
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 2,575,622 2,159,748
--------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,602,065 $ 2,570,215
=============== ===============
Accompanying notes are an integral part
of the consolidated financial statements.
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CORPORATE VISION, INC.
(A Development Stage Company)
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND
FOR THE DEVELOPMENT STAGE PERIOD JANUARY 1, 1998 TO MARCH 31, 2000
(Unaudited)
DEVELOPMENT
2000 1999 STAGE PERIOD
------------ ------------ ------------
OPERATING REVENUE $ 7,211 $ -- $ 427,486
GENERAL AND ADMINISTRATIVE
EXPENSES 341,051 18,652 1,302,375
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest income 13,943 -- 54,381
Interest expense (761) -- (1,111)
Share of loss of Blue Crystal Mining (11,870) -- (45,649)
------------ ------------ ------------
NET LOSS $ (332,528) $ (18,652) $ (867,267)
============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 13,015,834 6,211,944 7,432,535
NET LOSS PER SHARE $ (0.03) $ (0.01) $ (.12)
============ ============ ============
Interim results are not indicative of the
results expected for a full year.
Accompanying notes are an integral part
of the consolidated financial statements.
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CORPORATE VISION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND
FOR THE DEVELOPMENT STAGE PERIOD JANUARY 1, 1998 TO MARCH 31, 2000
(Unaudited)
DEVELOPMENT
2000 1999 STAGE PERIOD
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (332,528) $ (18,652) $ (867,267)
Adjustments to reconcile net loss to net
Cash used by operating activities:
Depreciation 2,003 -- 5,515
Provision for bad debt -- -- 3,326
Non-cash stock issues 86,587 -- 382,877
Services provided for
non-cash consideration -- -- (300,000)
Fixed assets exchanged for services -- -- 3,022
(Increase) decrease in receivables
from affiliated companies (701) -- (701)
(Increase) decrease in related
party receivables (63,447) -- (63,807)
(Increase) decrease in accrued interest (13,943) -- (29,053)
Share of loss of Blue Crystal Mine 11,870 -- 56,899
(Increase) decrease in other assets (1,783) -- (4,783)
Increase (decrease) in current liabilities (384,024) 18,477 (453,242)
------------ ------------ ------------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (695,966) (175) (1,267,214)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (100,365) -- (399,627)
Cash advances to other entities -- -- (64,096)
Loans to other entities -- -- (326,122)
Principal reductions of notes receivable -- -- 83,380
Purchases of equipment (10,421) -- (36,721)
------------ ------------ ------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (110,786) -- (743,186)
------------ ------------ ------------
Accompanying notes are an integral part
of the consolidated financial statements.
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DEVELOPMENT
2000 1999 STAGE PERIOD
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock 462,299 3,184 2,119,872
Purchase of treasury stock (50,428) -- (50,428)
----------- ----------- -----------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 411,871 3,184 2,069,444
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH (394,881) 3,009 59,043
CASH AT BEGINNING OF PERIOD 799,163 569 345,239
----------- ----------- -----------
CASH AT END OF YEAR $ 404,282 $ 3,578 $ 404,282
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ 761
Noncash Investing and Financing Activities:
Common stock issued as investment
in affiliated companies $ 199,944
Accompanying notes are an integral part
of the consolidated financial statements
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CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION
Corporate Vision, Inc. (referred to herein as "CVI"
or "the Company") was incorporated in Oklahoma on November 20,
1990 as a video production company. In 1992, the Company began
developing custom CD-ROM and CD-i products for corporate
clients.
In December 1994, the Company purchased 90% of the
outstanding common stock of Trident Enterprises, Inc.
(Trident), a publicly traded Nevada corporation. In May 1995,
the shareholders of CVI and Trident approved a merger of the
companies. As a result, the minority shareholders of Trident
received 86,694 common shares of CVI in exchange for their
ownership of Trident common stock. Subsequent to the merger
and share exchange, Trident ceased to exist as a separate
entity and CVI remained as the surviving corporation. In June
1995, CVI's common stock began trading on the OTC Bulletin
Board under the symbol "CVIA."
The Company continued to develop and produce custom
CD-ROM, CD-i, on-line, and Internet products for the corporate
and consumer markets until 1997, when the Company discontinued
its primary operations and liquidated the majority of its
assets.
In 1998, the Company reentered the development stage
after the remaining board members reactivated the Company and
changed its primary business focus to providing investment and
merchant banking services to privately held companies
interested in making an initial public offering.
The accompanying unaudited consolidated financial
statements reflect all adjustments which, in the opinion of
management, are necessary for a fair presentation of the
results of operations for the periods shown and include the
accounts and results of the Company's 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 have been
eliminated in consolidation. The results of operations for such
periods are not necessarily indicative of the results expected
for the full fiscal year of for any future period.
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NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION (CONTINUED)
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-K for the year ended December 31, 1999. 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 2 - INVESTMENTS
The Company had the following investments in
affiliated entities at March 31, 2000:
Affiliates accounted for at cost:
ArchivalCD, Inc. $ 300,000
Great Mane Marketing Company 18,000
Impressive Products, Inc. 25,925
ROCO Petroleum, Inc. Venture 166,976
CV Development, Inc. 304,286
Clickgarden.com, Inc. 600,000
T. L. Phipps, Inc. 75,281
E-Coins Trust 60,563
E-Commerce West 64,100
-------------
1,615,130
Affiliates accounted for using the equity method:
Blue Crystal Mining, Ltd., net --
-------------
Total Investments $ 1,615,130
=============
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CORPORATE VISION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 2 - INVESTMENTS (CONTINUED)
The Company owns a 45% net operating interest in the
Blue Crystal Mining Limited Partnership ("Blue Crystal"),
which controls a mining operation in the state of Utah. The
Company accounts for this investment under the equity method.
Accordingly, the Company's initial investment of $50,000 plus
cash advances of $64,797 made to Blue Crystal is reduced by
its percentage share of Blue Crystal's net operating loss. At
March 31, 2000, the Company's initial investment in Blue
Crystal had effectively been reduced to zero and the carrying
amount of the Company's cash advances had been reduced to
$57,898.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2000, the
Company made cash advances to its officers totaling $51,382.
These advances had not been repaid at March 31, 2000.
During the period ended March 31, 2000, the Company
made an unsecured loan to a shareholder totaling $20,000,
which matures August 20, 2000, with interest at 10%. The
outstanding principal balance at March 31, 2000 was $12,425.
On February 7, 2000, the Company purchased 35,019
shares of stock from its Chief Executive Officer. The treasury
stock was purchased for $50,428 and is carried at cost.
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NOTE 4 - EARNINGS PER SHARE
The computations of basic and dilutive loss per share
from continuing operations for the three months ended March
31, 2000 and 1999 were as follows:
2000 1999
------------ ------------
Net income (loss) attributable to
Common shares $ (332,528) $ (18,652)
============ ============
Weighted average common
Shares outstanding 13,015,834 6,211,944
============ ============
Basic and dilutive income (loss)
per common share $ (0.03) $ (0.01)
============ ============
Weighted average common shares outstanding for the
period ended March 31, 1999 have been adjusted for the three
common stock splits that were recorded in 1999.
The Company's outstanding convertible preferred
shares and common stock options were not included in the
computation of weighted average shares outstanding because the
effect of their inclusion would be antidilutive.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
The Company has filed a legal claim against its
former officers, directors, consultants, and related entities
alleging negligence and breach of fiduciary duty by the
defendants. The individual defendants have filed counterclaims
seeking past salary and expense reimbursement and further
alleging defamation of character by Corporate Vision. Both
Corporate Vision and the defendants are seeking damages in
excess of $1 million. In the opinion of management, the
outcome of this matter will not have a material effect on the
financial position of the Company.
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NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company has filed a legal claim seeking recovery
of certain stock and funds advanced to an unrelated company.
As the defendant has used the stock as collateral for a loan,
management believes that it may cost the Company as much as
$30,000 to recover the stock. Accordingly a valuation
allowance of $30,000 has been applied to the carrying value of
CVI's investment in the defendant company.
LEASE
The Company leases its operating facility under a
non-cancellable lease which expires June 30, 2002. The
Company's future minimum obligation under the lease is as
follows:
YEAR ENDED
DECEMBER 31,
------------
2000 $ 44,315
2001 46,531
2002 23,833
-----------
$ 20,252
===========
STOCK PURCHASE AGREEMENT
On December 7, 1999, the Company entered into an
agreement with an internet company, whereby CVI is to purchase
900,000 shares of the internet company's common stock at a
price of $1,000,000, payable in cash. As of March 31, 2000, the
Company had paid $600,000 in cash and had received 500,000
shares of the internet company's stock.
NOTE 6 - SUBSEQUENT EVENTS
In April, the Company's Chief Financial Officer and
Chief Operating Officer submitted their resignations to the
board of directors. The total amount of severance for the
officers had not been determined as of the filing date,
however the Company had purchased a total of 130,000 shares of
CVI stock from these officers at $1.00 per share as of the
date of this filing
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THE COMPANY
The Company is a developmental stage holding company and venture capital and
investment banking company. Its current and future assets consist primarily of
investments in its subsidiaries, or purchasing assets in potential subsidiaries,
and/or high yield income producing real estate properties. The Company focuses
on smaller companies of less than $10,000,000 market value. Corporate Vision
will direct our human and capital resources toward high value-added activities.
Our growth strategy is based on leveraging our leadership positions to pursue
growth opportunities in both existing and new markets whereas the company
believes it can earn higher returns.
Corporate Vision Inc. was incorporated in 1990, domiciled in Oklahoma. The
executive offices of the company are located at 6130 S. Memorial Drive, Tulsa OK
74133. The Company phone number is 918 307-2243.
RISKS ASSOCIATED WITH MANAGING GROWTH
The Company's anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, and finance
and administrative operations. The Company's future performance will depend in
part on its ability to manage any such growth, should it occur, and to adapt its
operational and financial control systems to respond to changes resulting from
any such growth. There can be no assurance that the Company will be able to
successfully manage any future growth or to adapt its systems to manage such
growth, if any, and its failure to do so would have a material adverse effect on
the Company's business, financial condition, and results of operations.
MARKET FOR COMMON STOCK
The Common Stock is currently quoted on the Bulletin Board maintained by the
National Association of Security Dealers, Inc. ("NASDAQ"), and there is
presently only a very limited market for the Common Stock. Historically the
spread between the bid and asked price of The Company's Common Stock has been
large, reflecting limited trading in the stock. The trading price for the Common
Stock has fluctuated widely in the recent past, ranging from a high bid of $4.50
and a low bid of $0.125 per share in the past fiscal year. The Common Stock is
traded on the Bulletin Board under the symbol "CVIA." The above prices represent
inter-dealer quotations without retail mark-up/mark-down or commission, and may
not necessarily represent actual transactions. At December 31, 1999, the company
had approximately 627 shareholders of record for its common stock. The Preferred
Shares have never been offered to the public therefore have never been publicly
traded.
SELECTED FINANCIAL DATA
From June 1995 to August 1997 Corporate Vision Inc. was the producer and
manufacturer of CD Roms'. In August, 1997, The Company ceased all operations in
this
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area. From August 1997 to August 1998 The Company had no operations and produced
no revenue as it searched for mergers with successful private companies. No
suitable companies were found and, in August 1998, new officers and a new Board
of Directors was appointed changing Corporate Visions direction into the Venture
Capital field.
Result of operations ended December 31, 1999, and March 31, 2000 are not
necessarily indicative of results to be expected for the year ending December
31, 2000. The selected financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements, notes thereto, and the
independent auditors' report included elsewhere in the Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following reaction contains forward-looking statements that involve risks
and uncertainties including those during the period of time the company's
existing capital resources will meet the company's future capital needs. Other
risks include the Company's future operating results, marketing acceptance,
prudent investment decisions which includes research and development with regard
to future endeavors.
The Company has incurred losses since inception and, therefore, has not been
subject to federal income taxes. As of March, 31, 2000, the Company had
generated net operating loss carry forwards for financial reporting purposes in
excess of $5 million, and this amount may be available to reduce future federal
income taxes. These carry forwards will begin to expire in 2010.
GROWTH STRATEGY
The Company's strategy is to focus principally on (i) expanding the range of
ancillary and other diversified services and manufacturing companies, (ii)
providing these companies access to equity capital by preparing these companies
for public offerings, (iii) retaining minority stock ownership in these
companies after the public stock offerings, (iiii) continued guidance and
corporate assistance and support for these companies.
Corporate Vision is focusing on acquiring ownership in private companies that
express interests and a desire to take the Private Company public. Corporate
Vision will prepare these companies from the initial preparations of a Public
Offering through the completion of the offering. Corporate Visions goals are to
be able to recover the cash outlay, plus 20% or less return on this money, by
selling a portion of the private company holdings during the initial public
offering retaining a 5 to 15 percent ownership holding in the company. Corporate
Vision also intends to distribute the secondary public offering shares to
Corporate Vision shareholders, allowing both Corporate Vision shareholders and
the new company shareholders to realize the benefits of our operations.
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Corporate Vision, Inc, is using a revenue model that incorporates "The Buildup
Strategy" which will allow The Company to identify emerging private companies,
while retaining a large restricted and liquid percentage ownership of the
secondary company equity stock. Corporate Vision, Inc. will help guide the
secondary company in its future operations.
The Company feels that, with the increase in financing complexity and demands
placed on private companies in this current environment, it has identified a
number of worthwhile under performing companies or marginally performing
companies, which could become emerging companies in their field of experience.
We offer the services and financing options to these Companies by employing the
above mentioned "Buildup Strategy."
The Company will continue to build an investment banking institution of top
professional(s) executing a well-defined, profitable strategy. A large number of
acquisition companies will be facing major growth, developmental and internal
infrastructure needs in the next three years. We are offering them alternatives
to fund their needs and growth, through these public offerings of their equity
securities, to fund their essential projects.
RESULTS OF OPERATIONS
The company did not meet fourth quarter revenue projections due to a series of
factors, including inclement weather trends, production delays of specialized
equipment and labor shortages. These delays caused revenue projections to be
re-evaluated and the projections have been delayed to the second fiscal quarter.
CVI Resources, a wholly owned subsidiary of CVIR has begun initial production,
on a limited basis, in both its gold mine and oil field holdings. Due to the
complexities and cost over runs of bringing the Hodges X-1 well online, the
company opted to reduce it's exposure and risk factor in its ownership position
in the Hodges oil well from 30% to 13% in return for $ 60,000 dollars of
negotiable securities which represented 80% of CVIR resources initial investment
in the project. This transaction significantly reduced both additional cost and
risk exposure to the company.
CVIA and clickgarden.com, an internet browser company, signed an agreement
whereas CVIA agreed to purchase 900,000 shares of clickgarden.com stock, at a
price of one million dollars. CVIA also has an option to purchase an additional
1,666,667 shares of clickgarden.com stock at the purchase price of $2.5 million.
It was anticipated that the browser would be available on a limited basis in
April 2000 but the limited release has been postponed for approximately 60 days.
An Initial Public Offering may be initiated in the fall of 2000.
In the first fiscal quarter the Company acquired the following internet sites,
Ireplymail.com Seek-N-Search.com and megacdstore.com from a third party venture
capital group, the total costs of these purchases were $8,833. Ireplymail.com a
free email
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internet site is being made ready for compatibility of the Clickgarden.Com
software. Currently Corporate Vision is renegotiating revenue production with
various vendors, brokers and service providers.
In April 2000 the Company formed a strategic alliance with E-commerce West
(OTCBB:ECEE) in both a stock and services exchange equating to $100,000 dollars.
Corporate Vision issued 64,100 free trading common shares to E-commerce West and
in return Corporate Vision received 100,000 common shares of ECEE. Of the
100,000 shares, 30,000 thousand shares are unrestricted free trading shares and
70,000 shares are 144 restricted shares for the duration of the fiscal year.
The company invested $60,562.50 seed capital in E-cointrust.com during the first
fiscal quarter. A Portland, Oregon based company, E-cointrust.com deals in the
wholesale trading of investor grade bullion and rare coinage. To date,
E-cointrust.com has conducted extensive mail order services and has planned to
expand to internet bullion and coinage brokering. E-cointrust.com is currently
dealing exclusively with the United States Mint located in San Francisco CA.
with the exception of a select group of wholesale bullion and coinage
brokerages. E-cointrust.com is a joint venture between Corporate Vision, Country
Coins and private entities.
In April 2000 the Company invested $50,000 in free trading CVIA shares for equal
value of Cyber Citi Inc. common shares. This investment represented seed funding
for Cyber Citi Inc.'s NerdCard.com project. NerdCard is a crossover traditional
commerce and e-commerce membership discount card. In addition to the capital
investment, the Company is in negotiations with Cyber Cities Inc. for certain
rights to NerdCard. or NerdCard usage with the Company's internet sites. Cyber
Cities currently has a base of 250 traditional and e-commerce shops and sites
including many nationally recognized Fortune 100 to Fortune 1000 companies.
ArchivalCD Inc. The Company has made additional expenditures of $53,000 in
Initial Public Offering preparations of ArchivalCD Inc. The Company expects that
ArchivalCD Inc. will begin public trading in the Company's second fiscal
quarter. The Company currently owns 2,993,121 or approximately 20% ownership of
ArchivalCD Inc. before the offering.
In the third fiscal quarter of 1999 and the first fiscal quarter the Company has
invested a total of $300,000 into minority (12%) owned CVI Development, a
Manchester NH based Housing and Commercial land development company. During the
first fiscal quarter, CVI Development acquired $350,000 in developmental real
estate and is currently actively negotiating further real estate, construction
and managerial acquisitions.
Although the Company has made no additional investments in T.L. Phipps and
Company, currently Corporate Vision owns 25% of this film and multimedia
production firm. T.L. Phipps has not reported their annual revenues as of the
end of Corporate Vision's fiscal quarter. Management does not expect T.L. Phipps
to report a profit.
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The company has made no additional expenditures into Great Mane, Inc. Corporate
Vision currently owns approximately 5% of Great Mane. Great Mane is a bio
medical company currently seeking United States Federal Drug Administration
approval on its product.
The Company has retained The Stock Advisor during the first Quarter. The Company
pre-paid the Stock Advisor $50,000 in cash and negotiable securities for the
upcoming year of investor relations services.
At the beginning of the second fiscal quarter the Company opened a cash stock
account with A.G. Edwards and Sons. This account contains approximately $40,000
in negotiable third party securities.
At the beginning of the second fiscal quarter the company elected to convert a
note owed to it buy Saratoga Holdings Inc. (OTCBB: SHCC) for the total amount of
$135,000. The payment of this note may be made to the Company either in cash or
free trading Saratoga securities.
During the first and second fiscal quarter the Company deposited 430,000 shares
previously assigned to clickgarden into The Corporate Vision Repurchase Trust
administered by our transfer agent, Transfer Online.
Raymond Hall resigned as Chairman and COO effective April 31,2000. Dale Ogden
resigned as Director and CFO effective April 31, 2000. The Company has the
option to re-purchase up to 200,000 shares each from Hall and Ogden. The Company
has purchased 100,000 shares from Ogden and 30,000 shares from Hall at $1.00 per
share. Any other terms or conditions of the resignation are undetermined at this
time.
DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the Company and their ages are as
follows:
Name Age Position
Keith A. Anderson 38 President/Chief Executive Officer and Director
Craig L. Treiber 53 Secretary of the Board of Directors
Joe Seibert 66 Acting Chairman of the Board of Directors
William Hale 67 Assistant Secretary of the Board of Directors
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There are currently three open board positions to be filled at the next Annual
Meeting of the Corporation.
FAMILY RELATIONSHIPS
There are no family relationships among any of the Directors or Executive
Officers.
COMPENSATION OF DIRECTORS
The Company's directors currently receive $400.00 per Board meeting either in
cash or the common stock equivalent. The Directors are reimbursed for any
reasonable expenses incurred in the connection with attendance at the Board or
committee meetings or any expenses generated on the behalf of Corporate Vision.
BENEFIT PLAN
Stock Options Plan. On September 1, 1995, the Board of Directors and
shareholders of the Company adopted an incentive stock option plan ("ISOP") for
employees of the Company by providing those intended to advance the best
interests of the Company by providing those persons who have a substantial
responsibility for its management and growth with additional incentive by
increasing the interest in the success of the Company, thereby encouraging them
to remain in its employ. Further the availability of options under the ISOP
supports and increases the ability to the Company to attract and retain
individuals of exceptional managerial talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company depends. Only
employees who have contributed to the profitability or administration of the
Company and /or its subsidiaries are eligible to participate and are entitled to
receive that number of share which fairly reflects that value of their services.
The ISOP is presently being administered by the Board of Directors. The 200,000
Common share available for grant under the ISOP have been registered under the
Securities Act. All options granted under the ISOP will be evidenced by
agreements which will be subject to the provisions of the ISOP, as well as such
further provisions as may subsequently be adopted. The option price per share
will be determined by the Board of Directors at the date of grant, but will at
least equal the fair market value of the common stock which fairly reflects the
value of their services. The 200,000 shares available for grant under the ISOP
have been registered under the Securities Act. All options granted under the
ISOP will be evidenced by agreements which will be subject to the provisions of
the ISOP, as well as such further provisions as may subsequently be adopted.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS
The Company's Amended and Restated Articles of Incorporation provide that to the
fullest extent permitted by the Oklahoma Business Corporation Act, the Company's
Directors will not be liable for monetary damages to the Company or its
shareholders. The Company's Bylaws provide that the Company will indemnify its
directors and, by action of the Board of Directors, may indemnify its officers,
employees, and other agents
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of the Company to the fullest extent permitted by applicable law, except for any
legal proceeding that is initiated by such Director, Officers, employees or
agents without the authorization of the Board of Directors. The Company has
entered into indemnification agreements with its officers and Directors
containing provisions which require the Company, among other things, to
indemnify the officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expense incurred as a result of any proceeding against them as to which
they could be indemnified.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares of
common stock .01 par value and 1,000,000 shares of Preferred stock .01 par
value.
COMMON STOCK
As of March 31, 2000 there were approximately 113,421,068 shares of Common stock
outstanding held by 659 shareholders of record. The holders of Common Stock are
entitled to one vote per share on all matters to be voted on by stockholders.
Subject to preferences that may be applicable to any outstanding Preferred
stock, if any, the holders of Common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion out of funds legally available. See "Dividend
Policy." In the event of a liquidation, dissolution or winding up of the
Company, the holders of share ratably in all assets remaining after payment of
liabilities, subject to prior rights of Preferred Stock, if any, then
outstanding. The Common Stock has no preemptive or other subscription rights and
there are no conversions rights or redemption or sinking fund provisions with
respect to such shares. All of the outstanding shares of common stock are fully
paid and non-assessable.
PREFERRED STOCK
The Board of Directors, without further action by the shareholders, is
authorized to issue up to 1,000,000 shares of Preferred Stock in one or more
series and to fix and determine, in its sole discretion and on a blank check
basis, as to any series, any and all of the relative rights and preferences of
shares in such series, including, without limitation, preferences, limitations
or relative rights with respect to redemption rights, conversion rights, voting
rights, dividend rights and preferences on liquid assets.
SERIES A PREFERRED STOCK
Of the 1,000,000 shares of Preferred Stock authorized, the Company has
designated 150,000 shares as Series A Preferred Stock, 150,000 of such Preferred
Shares to be issued in this offering. Each share of Series A Preferred Stock
will automatically convert into ten shares of Common Stock on September 1, 2003.
The Class A Preferred Stock is
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essentially a non-voting stock. The Board of Directors reserves the right to
convert or amend these terms or to activate the voting rights of the Preferred
Shares.
SHAREHOLDER REPORTS
The Company will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and will make available quarterly reports containing un-audited
financial information for the first three quarters of each fiscal year.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common and Preferred Stock is Transfer
Online.Com, Inc. 227 SW Pine Street, Suite 300 Portland OR 97204.
EXPERTS
The financial statements of Corporate Vision Inc. are as of March 31, 2000 and
have been audited by Cross and Robinson Certified Public Accountants,
independent auditors, as set forth in their report thereon appearing elsewhere
herein and are included in reliance upon such report given the authority of the
Board of Directors.
PART II - OTHER INFORMATION
ADDITIONAL INFORMATION
Legal Actions
The Company has filed suit as a plaintiff against former management and
associates of the former management for breach of fudiciary duties,
mis-management of Corporate funds, diversion of Corporate funds, which lead to
the eventual closure of the companies operations in the summer of 1997.
The defendants have counter sued the company claiming slander, non-payment of
salaries, non-payment of expenses and other items.
The company feels not only can it very easily defend itself against this counter
suit, but will prevail in winning this legal actions it has chosen to enter
into.
The Company is currently organizing the annual shareholders meeting, though no
date has yet been set.
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SIGNATURES
Pursuant to the requirements 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.
Corporate Vision, Inc.
DATE: May 16, 2000
Signature Title
--------- -----
Chief Executive Officer
/s/ Keith A. Anderson
-------------------------------
Keith A. Anderson
12
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule