U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment 1 to
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended April 30, 2000
Commission file no. 0-29763
Central Visions, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0981247
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
2958 Braithwood Court
Atlanta, GA 30345
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 414-9596
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Indicate by 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
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As of April 30, 2000, there are 5,500,000 shares of voting stock of
the registrant issued and outstanding.
PART I
Item 1. Financial Statements
CENTRAL VISIONS, INC.
TABLE OF CONTENTS
Page
Accountants' Review Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Development Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
Central Visions, Inc.
Atlanta, GA
We have reviewed the accompanying balance sheet of Central Visions, Inc. (a
Florida corporation and a development stage company) as of April 30, 2000, and
the related statements of Deficit accumulated during the development stage,
changes in stockholders' equity, and Cash Flows for the period February 15, 2000
(date of inception) to April 30, 2000, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Central Visions, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based upon our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Certified Public Accountants
June 12, 2000
270 South County Road * Palm Beach,
FL 33480 Telephone (561) 822-9955 *
Fax (561) 832-7580
Website: dsd-cpa.cpm
F-1
CENTRAL VISIONS, INC.
(A Development Stage Company)
BALANCE SHEET
April 30, 2000
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ASSETS
Current Assets:
Cash $ 570
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TOTAL CURRENT ASSETS 570
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$ 570
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LIABILITIES
Current Liabilities:
Accrued expenses $ 88
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TOTAL CURRENT LIABILITIES 88
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88
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STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,500,000 shares issued and outstanding 550
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 3,050
Deficit accumulted during the development stage (3,118)
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TOTAL STOCKHOLDERS' EQUITY 482
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$ 570
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The accompanying notes are an integral part of the financial statements
F-2
CENTRAL VISIONS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
For the period February 15, 2000 (date of inception) to April 30, 2000
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Revenues $ -
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Operating expenses:
Professional fees $ 3,000
Bank charges 30
Organizational costs 88
3,118
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Loss before income taxes (3,118)
Income taxes -
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Net loss (3,118)
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Deficit accumulated during
the development stage - April 30, 2000 $ (3,118)
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Net loss per share $ (0.0006)
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The accompanying notes are an integral part of the financial statements
F-3
CENTRAL VISIONS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period February 15, 2000 (date of inception) to April 30, 2000
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Operating Activities:
Net loss $ (3,118)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in:
Accrued expenses 88
Issuance of common stock for services 2,500
- --------- ---- ------------------------------------------------------ -----------------
Net cash used by operating activities
(530)
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Financing activities:
Issuance of Common Stock 1,100
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Net cash provided by financing activities 1,100
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Net increase in cash 570
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Cash - April 30, 2000 $ 570
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The accompanying notes are an integral part of the financial statements
F-4
CENTRAL VISIONS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period February 15, 2000 (date of inception) to April 30, 2000
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Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
---------------- --------------- ----------- ------------- --------------- --------------
Issuance of Common Stock:
February 15, 2000 5,500,000 $ - $ 550 $ 3,050 $ - $ 3,600
Net Loss - - - - (3,118) (3,118)
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5,500,000 $ - $ 550 $ 3,050 $ (3,118) $ 482
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The accompanying notes are an integral part of the financial statements
F-5
CENTRAL VISIONS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Central Visions, Inc. (a development stage company) is a Florida Corporation
incorporated on February 15, 2000.
The Company conducts business from its headquarters in Atlanta, Georgia. The
Company has not yet engaged in its expected operations. The future operations
will be to merge with or acquire an existing company.
The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. While the
Company is negotiating with prospective personnel and potential customer
distribution channels, there is no assurance that any benefit will result from
such activities. The Company will not receive any operating revenues until the
commencement of operations, but will continue to incur expenses until then.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an January 31 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The April 30, 2000 interim financial statements include all adjustments, which
in the opinion of management are necessary in order to make the financial
statements not misleading.
Note B - Stockholders' Equity:
The Company has authorized 50,000,000 shares of $.0001 par value common stock.
On February 15, 2000, the company authorized and issued 5,500,000 shares of
restricted common stock to two investors for $1,100 in cash plus service valued
at $2,500. In addition, the Company authorized 10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock is
issued and outstanding as of April 30, 2000.
F-6
CENTRAL VISIONS, INC.
NOTES TO FINANCIAL STATEMENTS
Note C - Income Taxes:
The Company has a net operating loss carry forward of $3,030 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative, as of April 30, 2000 is
$500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$500, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred a net
loss of $3,030 from February 15, 2000 (date of inception) through April 30,
2000. The ability of the Company to continue as a going concern is dependent
upon commencing operations and obtaining additional capital and financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. The Company is currently
seeking a merger partner or an acquisition candidate to allow it to begin its
planned operations.
F-7
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited assets
or capital, and with no operations or income. The costs and expenses associated
with the preparation and filing of this registration statement and other
operations of the Company have been paid for by a shareholder, specifically M.
Investments, Inc. M. Investments, Inc. has agreed to pay future costs associated
with filing future reports under Exchange Act of 1934 if the Company is unable
to do so. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of M.
Investments, Inc. to fund required 34 Act filings. Repayment of any such funding
will also be subject to such negotiations. However, unless the Company is able
to facilitate an acquisition of or merger with an operating business or is able
to obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to secure a
successful acquisition or merger partner so that it will be able to continue as
a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officer and
director. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's officer
and director will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business opportunity
provide his remuneration. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the date hereof, the
Company has not made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the Company does
need to raise capital most likely the only method available to the Company would
be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
PART II
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings and
no such action by, or to the best of its knowledge, against the Company has been
threatened.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending April 30, 2000, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B,
as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3(i).1 Articles of Incorporation filed February 15, 2000 filed with 10SB
on March 2, 2000
3(ii).1 By-laws filed with 10SB on March 2, 2000
27 * Financial Data Schedule
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(* filed herewith)
Item 2. Description of Exhibits
See Item 1 above.
Signatures
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In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Central Visions, Inc.
(Registrant)
Date: June 14, 2000 BY: /s/ Mark A. Mintmire
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Mark A. Mintmire, President
In accordance with the Exchange Act, 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 Signature Title
June 14, 2000 BY:/s/ Mark A. Mintmire
-------------------------
Mark A. Mintmire President, Secretary,
Treasurer, Director