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10QSB 1 jun10q.htm U

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 June 30, 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: 42,805,590 shares of its Common Stock, $0.01 par value, as of September 17, 2001.

CORPORATE VISION, INC.

FORM 10-QSB REPORT INDEX

		Page No.
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
	Consolidated Balance Sheets as of June 30, 2001 (Unaudited) and December 31, 2000 (Audited)	3
	Unaudited Statements of Operations for the Three Months Ended June 30, 2001 and 2000	5
	Unaudited Statements of Operations for the Six Months Ended June 30, 2001 and 2000	6
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000	7
	Notes to Consolidated Financial Statements for the Period Ended June 30, 2001	10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation		16
PART II. OTHER INFORMATION		18
Item 1. Legal Proceedings		18
Item 2. Changes in Securities		18
Item 3. Defaults on Senior Securities		18
Item 4. Submission of Matters to a Vote of Security Holders		18
Item 5. Other Information		18
Item 6. Exhibits and Reports on Form 8-K		18
Signatures		19

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CORPORATE VISION, INC.

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

June 30, 2001 and December 31, 2000

ASSETS		June 30, 2001 (Unaudited)		December 31, 2000 (Audited)
Current Assets:
Cash	$ 26,222		$ 0
Receivable from related parties	106,400		139,224
Accounts receivable, net of uncollectible accounts of $132,484	244,619		0
Investments, net (Note 4)	971,385		927,621
Other current assets	27,775		0
Total Current Assets	1,376,401		1,066,845

Property and Equipment, net	159,612		25,480

Other Assets:
Goodwill, net of amortization of $1,062	1,699,034		0
Deposits	3,000		3,000
Total Other Assets	1,702,034		3,000

TOTAL ASSETS	$ 3,238,047		$ 1,095,325

The accompanying notes are an integral part of these financial statements.

CORPORATE VISION, INC.

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

June 30, 2001 and December 31, 2000

LIABILITIES AND STOCKHOLDERS' EQUITY	June 30, 2001 (Unaudited)	December 31, 2000 (Audited)

Current Liabilities:
Accounts payable and accrued liabilities	$ 555,573	$ 178,091
Line of credit	30,205	0
Current portion of long-term debt	33,550	0
Total Current Liabilities	619,328	178,091

Long-term debt	73,117	0

Contingent legal liabilities	30,000	30,000

Stockholders' 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;42,854,317 and 16,878,763 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively	428,543	168,788
Additional paid-in capital	10,547,744	8,929,548
Treasury stock, 165,019 shares, at cost	(180,428)	(180,428)
Stock to be issued	50,260	--
Deficit accumulated in the development stage	(3,609,691)	(3,309,848)
Retained earnings (deficit)	(4,722,355)	(4,722,355)
Total Stockholders' Equity	2,515,602	887,234

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 3,238,047	$ 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 June 30, 2001 and 2000

(Unaudited)

		2001		2000

Revenues	72,393		26,530

Cost of revenues earned	19,720		--

Gross Profit	52,673		26,530

General and Administrative Expenses	171,622		406,199
Income (Loss) From Operations	(118,949)		(379,669)

Other Income (Expense)
Interest income	--		6,428
Interest expense	(526)		(2,193)
Gain on sale of asset	17,480		--
Unrealized loss on trading securities	(3,736)		--
Total Other Income (Expense)	13,218		4,235

Net Income (Loss)	($ 105,731)		($ 375,434)

Basic and Diluted Earnings Per Share of Common Stock	$ (0.01)		$ (0.03)

Weighted Average Number of Common Shares Outstanding	26,537,657		13,313,557

The accompanying notes are an integral part of these financial statements.

CORPORATE VISION, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended June 30, 2001 and 2000 and for the

Development Stage Period January 1, 1998 to June 30, 2001

(Unaudited)

		2001		2000		Development Stage Period

Revenues	72,451		33,741		535,292

Cost of revenues earned	19,720		--		19,720

Gross profit	52,731		33,741		515,572

General and Administrative Expenses	365,792		747,249		2,931,502
Income (Loss) From Operations	(313,061)		(713,508)		(2,415,930)

Other Income (Expense)
Interest income	--		20,370		55,831
Interest expense	(526)		(2,954)		(4,805)
Gain on sale of asset	17,480		--		20,504
Securities loss/write downs	--		--		(844,858)
Unrealized loss on trading securities	(3,736)		--		--
Loss on sale of trading securities	--		--		(66,892)
Assets impaired	--		--		(272,180)
Share of loss of Blue Crystal Mining	--		(11,870)		(81,361)
Total Other Income (Expense)	13,218		5,546		(1,193,761)

Net Income (Loss)	($ 299,843)		($ 707,962)		($ 3,609,691)

Basic and Diluted Earnings Per Share of Common Stock	$ (0.01)		$ (0.05)		$ (0.33)

Weighted Average Number of Common Shares Outstanding	22,350,596		13,133,013		11,092,823

The accompanying notes are an integral part of these financial statements.

CORPORATE VISION, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30, 2001 and 2000 and the

development stage period from January 1, 1998 to June 30, 2001

(Unaudited)

	2001	2000	Development Stage Period

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	($ 299,843)	($ 707,962)	($ 3,609,691)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	9,073	4,005	25,787
Net unrealized loss on trading securities	3,736		106,500
Net realized losses 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	(17,480)		(20,504)
Provision for bad debt			3,326
Non-cash stock issuances	126,350	197,168	957,897
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
Changes in certain assets and liabilities:
(Increase) decrease in related-party receivables, net of stock received in lieu of cash	(27,176)	(12,602)	(94,306)
Increase in accounts receivable	(15,053)	--	(15,053)
(Increase) decrease in interest receivable		10,132	(15,110)
Increase (decrease) in cash overdrafts	(83)	5,998	--
(Increase) decrease in deposits			(3,000)
Increase (decrease) in contingencies			30,000
(Increase) decrease in other assets	(5,729)	--	(5,729)
Increase (decrease) in current liabilities	160,705	(372,170)	(61,412)
Total adjustments	234,341	(155,599)	1,884,836

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	(65,502)	(863,561)	(1,724,855)

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Cash received in acquisition of subsidiary	2,375	--	2,375
Proceeds from sale of trading securities	--	--	117,140
Proceeds from sale of available for sale securities	29,980	--	29,980
Investments in other companies	--	(436,352)	(599,262)
Purchase of internet sites	--	(1,783)	(1,783)
Purchases of equipment	--	(17,228)	(39,032)
Cash advances to other entities	--	--	(81,621)
Loans to other entities	--	(7,877)	(326,122)
Principal reductions of note receivable	--	105,767	83,380

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	32,355	(357,473)	(814,945)

NET CASH PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock	80,200	602,299	2,422,042
Reacquisition of treasury stock	--	(180,428)	(180,428)
Payments on line of credit	(20,831)	--	(20,831)

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	59,369	421,871	2,220,783

NET INCREASE (DECREASE) IN CASH	$ 26,222	($ 799,163)	($ 319,017)

CASH AT BEGINNING OF PERIOD	$ --	$ 799,163	$ 345,239

CASH AT END OF PERIOD	$ 26,222	$ 0	$ 26,222

SUPPLEMENTAL DISCLOSURES:

Cash paid for interest	$ 526	$ 2,954	$ 4,805
Non-cash Investing and Financing Activities:
Common stock issued to acquire subsidiary, net of cash received (Note 3)	$1,659,813	$ 0	$1,659,813
Common stock issued as investment in other companies	$ 0	$ 370,344	$ 658,140
Common stock received in lieu of cash (Note 5)	$ 60,000	$ --	$ 60,000

The accompanying notes are an integral part of these financial statements.

CORPORATE VISION, INC.

(a Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 June 30, 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 for the three month and six month periods ended June 30, 2001. The Company established both subsidiaries in 1999 as vehicles for future business ventures. The consolidated financial statements further include the accounts and results of operations of its wholly-owned subsidiary, Southeastern Research and Recovery, Inc., a South Carolina corporation for the period from June 21, 2001 (date of acquisition) to June 30, 2001. 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.

Fair Value 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 had the following investments at June 30, 2001:

		Estimated
	Original	Fair Market
	Cost Basis	Value
Trading Securities:
E-Commerce West	$ 112,104	$ 5,604

Securities Available-for-Sale:
Great Mane Marketing Company	18,000	18,000
Clickgarden.com, Inc.	860,000	860,000
Saratoga International Holdings Corp.	143,240	12,500
T. L. Phipps, Inc.	75,281	75,281
Total	1,096,521	965,781

Total Investments	$ 1,208,625	$ 971,385

Year-to-date unrealized losses on trading securities amount to $3,736.

In April 2001, the Company obtained 40,000 shares of Clickgarden.com, Inc. common stock valued at $60,000 from its former chief executive officer as partial payment for amounts owed to the Company.

In June 2001, the Company sold 125,914 shares of Saratoga International Holdings Corp. Series A preferred stock to an unrelated party for $29,980 and recognized a gain on the transaction of $17,480.

Note 3 - Acquisition of Southeastern Research and Recovery, Inc.

On June 21, 2001, the Company acquired all of the outstanding common stock of Southeastern Research and Recovery, Inc. ("SRR") in exchange for 22,500,000 restricted shares of Corporate Vision common stock, valued at $1,662,188. The acquisition was accounted for using the purchase method of accounting, whereby the underlying assets acquired and liabilities assumed from the purchased corporation are recorded by the Company at their fair value. The excess of the amount paid over the fair value of SRR's identifiable net assets was $1,700,096, which has been reflected in the balance sheet as goodwill. The Company expects to benefit from the goodwill acquired in this transaction over a period of forty years, and is amortizing the amount recorded using the straight-line method over that period.

In accordance with Accounting Principles Board ("APB") No. 16, the aggregate purchase price has been allocated to the assets and liabilities of SRR based upon their fair market values as follows:

Assets Acquired:
Cash	$ 2,375
Other current assets	251,613
Property and equipment	132,927
Goodwill	1,700,096
Total Assets Acquired	$ 2,087,011

Liabilities Assumed:
Current liabilities	(318,156)
Long-term debt	(106,667)
Total Liabilities Assumed	$ (424,823)

Total	$ 1,662,188

Note 4 - Issuance of Common Stock

The Company issued shares of its common stock in the following transactions in the quarter ended June 30, 2001:

109,980 shares valued at $10,448 to an employee as wages;

10,000 shares as payment of $700 in rent;

22,500,000 shares to acquire a subsidiary (Note 3).

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).

1,000,000 shares for $45,000 consideration to Charles M. Mbeanefo, M.D.
200,000 shares for $10,000 consideration to HC Proffitt
200,000 shares to Richard Vanhorn
100,000 shares for $5,000 consideration to Dawn M. Holstead
250,000 shares for $12,500 consideration to Robert J. Mottern
50,000 shares for $2,700 consideration to Eugene Johnson
100,000 shares for $5,000 consideration to Curtis Swart
10,000 shares for $500 consideration to Brenda Roberts

Note 5 - Related Party Transactions

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. The balance of the receivable at March 31, 2001 was $170,900.

During the quarter ended June 30, 2001, the amount due from Mr. Anderson was reduced by $60,000 upon receipt of Clickgarden.com common stock from Mr. Anderson (see Note 2) and was further reduced by $4,500, which represents the proceeds received by the Company from the sale of gold coins turned over to the Company by Mr. Anderson.

Note 6 - Earnings per Share

The computations of basic and dilutive loss per share from continuing operations for the three months ended June 30, 2001 are as follows:

	Three Months Ended June 30,
	2000	1999
Net loss attributable to common shares	$ (105,731)	$ (375,434)

Weighted average common shares outstanding	26,537,657	13,313,557

Basic and dilutive loss per common share	$ (0.01)	$ (0.03)

The computations of basic and dilutive loss per share from continuing operations for the six months ended June 30, 2001 and for the development stage period are as follows:

	Six Months Ended June 30,		Development
	2000	1999	Stage
Net loss attributable to Common shares	$ (299,843)	$ (707,962)	$ (3,609,693)

Weighted average common Shares outstanding	22,350,596	13,133,013	11,092,823

Basic and dilutive loss per common share	$ (0.01)	$ (0.05)	$ (0.33)

The Company's outstanding convertible preferred shares were not included in the computation of weighted average shares outstanding because the effect of their inclusion would be antidilutive.

Note 7 - Commitments and Contingencies

Legal Proceedings

The Company has filed a legal claim seeking recovery of certain stock advanced to an unrelated company as collateral for a loan. The creditor has attempted to foreclose on the loan and alleges that the Company wrongfully placed administrative holds on the stock and shares that would have been issued as a result of the Company's December 1999 3-for-1 common stock split. The creditor is claiming damages of $300,000. Management believes that the Company's maximum liability in this matter would be $30,000. Accordingly, the Company's balance sheet reflects a contingent liability for this amount.

Lease Obligation

The Company leases its operating facility under a non-cancelable lease, which expires June 30, 2002. The Company's future minimum obligation under the lease is as follows:

Year Ended December 31,

2001		23,266
2002		23,833
		$ 47,099

Note 8 - Subsequent Events

In July 2001, the Company organized certain shareholders of Clickgarden, Inc. to sign a resolution removing the board of directors of Clickgarden, Inc., and appointing three board members nominated by the Company. Following the action, the three board members of Clickgarden, Inc. are A. Leon Blaser, Gary Mays and Douglas Holsted. Messrs. Mays and Blaser are directors of the Company. Mr. Holsted is the husband of the Company's chief financial officer. The new directors of Clickgarden, Inc. then terminated existing management and appointed new officers. The Company took action to replace management of Clickgarden, Inc. because the Company was dissatisfied with the direction of management, and believed that management was ignoring certain revenue opportunities. At the end of the Company's fiscal year, the Company plans to reevaluated whether the carrying value of its investment in Clickgarden, Inc. should be reduced in light of current market and business conditions.

Effective August 27, 2001, holders of a majority of the Company's issued and outstanding common stock approved a resolution to increase the number of authorized shares of common stock, par value $0.01 per share, from 50,000,000 to 200,000,000, and to ratify a prior 1 for 300 reverse split effected in 1998 without shareholder approval. Pursuant to federal securities regulations, the resolutions may not filed of record in Oklahoma until twenty days after an information statement describing the proposed corporate actions has been mailed to shareholders. The information statement was mailed in the first week of September 2001, and the Company believes that the proposed corporate action will become final in the last week of September 2001.

Note 9 - 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.

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 June 30, 2001 were $72,393, as compared to revenues of $26,530 in the prior year, an increase of $45,863. The increase was attributable to the purchase of Southeastern Research and Recovery, Inc. ("SRR") on June 21, 2001. Prior to the purchase of SRR, the Company was not engaged in revenue generating operations.

General and Administrative Expenses

General and administrative expenses in the three months ended June 30, 2001 were $171,622 as compared to $406,199 in the prior year, a decrease of $234,577. 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 ($118,949) in the three months ended June 30, 2001, as compared to an operating loss in the prior year of ($379,669). 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, as well as increased revenues and gross profit resulting from the Company's acquisition of SRR during the quarter.

Other Income (Expense)

The Company incurred net nonoperating income in the three months ended June 30, 2001 of $13,218, as compared to income of $4,235 in the prior year. The increase was primarily the result of an unusual gain in the amount of $17,480 realized from the Company's sale of its interest in Saratoga International Holdings Corp. Series A preferred stock.

Net Income

The Company incurred a net loss in the three months ended June 30, 2001 of ($105,731) as compared to a net loss in the prior year of ($375,434). 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, as well as operating earnings resulting from the Company's acquisition of SRR late in the quarter.

The Company believes that its results from operations in the three months ended June 30, 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. In addition, the Company acquired SRR late in the quarter. SRR is engaged in the liquid waste disposal business, and generated positive operating earnings in 2000 and the interim period prior to the Company's acquisition of it. 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 June 30, 2001, the Company had cash and cash equivalents of $26,222, as compared to cash of $0 as of December 31, 2000. As of June 30, 2001, the Company's net working capital of $757,073, as compared to net working capital of $888,754 as of December 31, 2000, a decrease of $159,456 during the six-month period. The reasons for the decline in working capital during the period were the accrual of significant accounts payable and accrued liabilities, as well as accounts payable and accrued liabilities assumed in connection with the Company's purchase of SRR.

As of June 30, 2001, a substantial portion of its working capital was 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 ($105,731) in the three months ended June 30, 2001, 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 June 30, 2001, the Company issued the following shares of common stock in unregistered transactions:

Date	Recipient	No. of Shares	Consideration
5/17/01	Barry Hall	109,980	Wages of $10,448
6/20/01	Charles M. Mbeanefo, MD	1,000,000	$ 45,000.00
6/20/01	Richard Vanhorn	200,000
6/20/01	Dawn M. Holstead	100,000	$ 5,000.00
6/20/01	Robert J. Mottern	250,000	$ 12,500.00
6/25/01	Eugene Johnson	50,000	$ 2,700.00
6/25/01	Curtis Swart	100,000	$ 5,000.00
6/25/01	Brenda Roberts	10,000	$ 500.00
6/20/01	HC Proffitt	200,000	$ 10,000.00
6/25/01	Charles Underwood	10,000	Rent of $700
6/21/01	Global Eco-Logical Services, Inc.	22,500,000	Acquisition of Southeastern Research and Recovery, Inc.

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 June 21, 2001 reporting in Item 1 of a change in control of the Company, in Item 2 of the acquisition of SRR, and in Item 6 on the resignation of two directors, Cynthia Cox and Curtis Swart.

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: September 19, 2001	/s/ Gary L. Mays
	By: Gary L. Mays, Chief Executive Officer