<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For The Quarterly Period Ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number 000-29249
ONTV, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 16-1499611
---------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
30 Corporate Woods, Suite 280
Rochester, New York 14623
-------------------------
(Address of principal executive offices)
(716) 426-5394
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(Issuer's Telephone Number)
(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
15 or 15 (d) or 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at May 12, 2000
----- ---------------------------
Common Stock, $.001 par value 15,227,938
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
TABLE OF CONTENTS
PAGE #
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS 13
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 13
Item 3. DEFAULTS UPON SENIOR SECURITIES 13
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 13
Item 5. OTHER INFORMATION 13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 14
<PAGE> 3
ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Independent Accountant's Report on Interim Unaudited
Financial Information F - 2
Consolidated Balance Sheets March 31, 2000 (Unaudited) and
June 30, 1999 F - 3
Consolidated Statements of Changes in Stockholders' Equity for the Years
Ended June 30, 1999 and for the Nine Months Ended
March 31, 2000 (Unaudited) F - 4
Consolidated Statements of Operations for the Quarters Ended
March 31, 2000 and 1999 (Unaudited) and for the Nine Months Ended
March 31, 2000 and 1999 (Unaudited) F - 5
Consolidated Statements of Cash Flows for the Nine Months Ended
March 31, 2000 and 1999 (Unaudited) F - 6
Notes to Consolidated Financial Statements F - 7
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INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
and Stockholders
ONTV, Inc. & Subsidiaries
Formerly LA Group, Inc. & Subsidiaries
Rochester, New York
We have reviewed the accompanying consolidated balance sheets of ONTV,
Inc. & Subsidiaries (formerly LA Group, Inc. & Subsidiaries, A Delaware
Corporation) as of March 31, 2000 and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the three months
and nine months ended March 31, 2000 and 1999 in accordance with standards
established by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of ONTV, Inc. & Subsidiaries.
A review consists principally of inquiries of company personnel and
analytical procedures applied to the 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 on 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.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheets as of June 30, 1999 and
1998, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years in the period
ended June 30, 1999, and in our report dated January 24, 2000, we expressed an
unqualified opinion on those financial statements.
Rotenberg & Company, LLP
Rochester, New York
May 17, 2000
F-2
<PAGE> 5
ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
Rochester, New York
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------------
(UNAUDITED)
MARCH 31, June 30
2000 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 60,974 $ 16,549
Accounts Receivable 3,764 10,308
Investments 48,997 33,006
Inventory 10,925 4,001
Prepaid Expenses -- 600
Due from Officer 43,072 10,334
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TOTAL CURRENT ASSETS 167,732 74,798
PROPERTY AND EQUIPMENT - Net of Accumulated Depreciation 6,890 3,870
Intangible Assets - Net of Accumulated Amortization 78,342 66,750
OTHER ASSETS
Domain Name 5,000,000 --
Notes Receivable - Other 3,350 --
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TOTAL OTHER ASSETS 5,003,350 --
TOTAL ASSETS $ 5,256,314 $ 145,418
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 74,087 $ 66,417
Accrued Expenses 19,232 20,393
Accrued Taxes 47,464 18,231
Current Portion of Note Payable 155,000 --
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TOTAL LIABILITIES 295,783 105,041
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LONG TERM PORTION OF NOTE PAYABLE 4,825,000 --
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock: $.001 Par; 100,000,000 Shares Authorized,
15,277,938 Shares Issued and Outstanding 15,278 15,278
Additional Paid In Capital 154,800 165,630
Accumulated Deficit (34,547) (140,531)
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TOTAL STOCKHOLDERS' EQUITY 135,531 40,377
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,256,314 145,418
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</TABLE>
(SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS)
F-3
<PAGE> 6
ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
Rochester, New York
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Additional
Number Par Common Paid In Accumulated Stockholders'
of Shares Value Stock Capital Deficit Equity
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<S> <C> <C> <C> <C> <C> <C>
BALANCE - JUNE 30, 1999 15,277,938 0.001 15,278 165,630 (140,531) 40,377
Registration Expenses -- -- -- (10,830) - (10,830)
Net Income - Unaudited -- -- -- -- 105,984 105,984
- --------------------------------------------------------------------------------------------------------------------------------
BALANCE - MARCH 31, 2000 15,277,938 $ 0.001 $ 15,278 $154,800 $ (34,547) $ 135,531
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS)
F-4
<PAGE> 7
ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
Rochester, New York
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(Unaudited)
- ----------------------------------------------------------------------------------------------------------
QTR ENDED QTR Ended NINE MONTHS ENDED Nine Months Ended
MAR. 31, 2000 Mar. 31, 1999 MAR. 31, 2000 Mar. 31, 1999
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<S> <C> <C> <C> <C>
Revenues - Net of Returns $ 163,655 $ 42,056 $ 373,409 $ 44,583
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COST OF GOODS SOLD 50,081 4,949 82,506 4,950
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Gross Profit 113,574 37,107 290,903 39,633
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EXPENSES
Contributed Services -- 25,000 -- 75,000
Amortization 3,171 1,580 15,861 15,821
Depreciation 493 -- 1,079 --
Interest 36 24 86 72
Legal and Accounting 17,616 -- 40,226 --
Payroll 27,083 -- 37,083 --
Other Expenses 40,610 15,341 89,094 15,490
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TOTAL EXPENSES 89,009 41,945 183,429 106,383
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Income (Loss) Before Taxes 24,565 (4,838) 107,474 (66,750)
Loss on Unconsolidated Investment 367 -- 1,003 --
Provision for Income Taxes 162 163 487 243
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NET INCOME (LOSS) $ 24,036 $ (5,001) $ 105,984 $ (66,993)
- ----------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
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Income (Loss) Per
Common Share - Basic and
Diluted $ 0.0016 $ (0.0003) $ 0.0069 $ (0.0046)
Weighted Average Number of
Common Shares Outstanding 15,277,938 14,679,760 15,277,938 14,679,760
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</TABLE>
(SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS)
F-5
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ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
Rochester, New York
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
UNAUDITED
NINE MONTHS ENDED
MARCH 31,
2000 1999
- ------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 105,984 $ (66,993)
Adjustments to Reconcile Net Income (Loss)
To Net Cash Flows from Operating Activities:
Loss on Unconsolidated Investment 1,003 --
Amortization 15,861 15,821
Depreciation 1,079 --
Contributed Services -- 75,000
Changes in Assets and Liabilities:
Accounts Receivable 6,544 (10,308)
Inventory (6,924) (3,106)
Prepaid Expenses 600 --
Accounts Payable 7,670 12,016
Accrued Expenses (1,161) 16,352
Accrued Taxes 29,233 (5,226)
Other (3,350) (23,660)
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NET CASH FLOWS FROM OPERATING ACTIVITIES 156,539 9,896
- ------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Investments (16,994) --
Acquisition of Property and Equipment (4,099) (3,707)
Acquisition of Intangible Assets (47,453) 5,021
Due To/From Officer (32,738) (24,746)
- ------------------------------------------------------------------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES (101,284) (23,432)
- ------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Registration Expenses (10,830) --
Proceeds from Issuance of Common Stock -- 30,000
- ------------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES (10,830) 30,000
- ------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 44,425 16,464
Cash and Cash Equivalents - Beginning of Year 16,549 85
- ------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 60,974 $ 16,549
- ------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Interest Paid $ 86 $ 72
Income Taxes Paid $ -- $ --
- ------------------------------------------------------------------------------------
</TABLE>
(SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS)
F-6
<PAGE> 9
ONTV, INC. & SUBSIDIARIES
(FORMERLY LA GROUP, INC. & SUBSIDIARIES)
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE A - SUMMARY OF TRANSACTION
SEGMENT DATA, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS The
corporation operates in two industry segments and generates revenue
from customers throughout the United States.
LA Group, Inc. was formed on February 29, 1996 under the laws of the
State of Delaware. The company has since merged with other companies
as well as acquired the stock of other companies. In March 2000 the
company changed its name to ONTV, Inc., increased its authorized
shares to 100,000,000 shares of common stock $.001 par value. The
company is also authorized to issue 5,000,000 shares of preferred
stock. There were no preferred shares issued or outstanding at March
31, 2000. The company is primarily engaged in retail sales of
general merchandise and consumer goods.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to form 10-QSB and Article 10 of Regulation S-X. These
statements are condensed and therefore do not include all of the
information and footnotes required by generally accepted accounting
principals for complete financial statements. The statements should
be read in conjunction with the consolidated statements and footnotes
included in the company's registration statement for the year ended
June 30,1999.
The accompanying unaudited interim financial statements reflect all
adjustments of a normal and recurring nature which are, in the
opinion of management, necessary to present fairly the financial
position, results of operations and cash flows of the Company for the
interim periods presented. The results of operations for these
periods are not necessarily comparable to, or indicative of, results
of any other interim period or for the fiscal year as a whole.
The company registered its common stock with the Securities and
Exchange Commission on January 31, 2000 and received notification of
approval on May 12, 2000.
NOTE C INVESTMENT IN UNCONSOLIDATED AFFILIATE
In April 1999, the company acquired a 20% interest in Tirk
Internet Systems, Inc. The Company has recorded the acquisition under
the equity method of accounting. The following unaudited Proforma
summary presents the results of operations of the company had
occurred on June 30, 1999:
Revenue $57,000
Gross Profit $57,000
Net Income (Loss) $(5,000)
========
F-7
<PAGE> 10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
Company's interim consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-QSB and with the Company's consolidated annual
financial statements and management's discussion and analysis included in the
Company's Form 10-SB. This discussion contains forward looking statements that
involve risks and uncertainties. The actual results of the Company may differ
materially from those anticipated in those set forth in this discussion.
GENERAL:
ONTV, Inc., formerly known as LA Group, Inc. (the Company) was formed in the
state of Delaware on 2/29/96, in order to create an entity with which to form a
reverse merger with a public, non reporting, company, Kent Toys, Inc. Through a
series of transactions, Kent merged with the Company on 3/15/96. Upon completion
of this transaction, the Company became public and all Kent stock was then
canceled.
On January 6, 1999, the Company formed a wholly owned subsidiary, Seen On TV,
Inc., a New York corporation, for the purpose of selling household, health, and
beauty products over the Internet. This subsidiary currently is responsible for
the electronic retailing segment of the Company's business.
On 4/8/96, the Company acquired LA Distribution, Inc., a now inactive New York
corporation. In addition, on 6/1/98, the Company acquired What A Product, Inc.,
an Arizona corporation, which was involved in the design, manufacturing, sales
and marketing of products through direct response mediums, primarily quality
value channel (QVC).
On January 14, 2000, the Company purchased the domain name, AsSeenOnTV.com. The
Company plans to develop this asset into a major website for e-commerce, and
develop the site as an entry point or portal for consumers seeking to purchase
products that they have seen on television.
The Company presently has two main areas of business. The Company designs and
markets web sites for other businesses and derives income from revenue sharing
agreements. The domain name, AsSeenOnTV.com will also be operated by the parent
company and management expects to derive revenue from the marketing of this
portal. The second main area of business relates to Seen On TV, Inc. This wholly
owned subsidiary markets and sells products, on the Internet, to the general
public.
Through the Seen On TV, Inc. subsidiary, the Company operates the website
"SeenOnTV.Com". This is a destination website offering "as seen on tv" products
direct to the consumer via the Internet. The "SeenOnTV.com" website currently
derives income from buying at distributor prices and selling its products
through its wholesale and retail customers. The Company's management has over
twelve years of experience in the Direct response Television Industry and
maintains a wide range of relationships with many direct response television
marketing companies and major manufacturers who provide products to the direct
response industry.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 vs. Three Months Ended March 31,
1999:
Revenue for the fiscal quarter ended March 31, 2000 was $163,655, an increase of
289% over revenue of
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$42,056 for the comparable period in 1999. ONTV, Inc. began hosting the Ronco
Website, and receiving revenues under that agreement, during the end of the
quarter ending March 31, 1999. In addition, the wholly owned subsidiary, Seen On
TV, Inc. was formed in January 1999. During the quarter ending March 31, 1999,
Seen On TV, Inc. developed its website and began to sell product over the
internet at the end of that quarter. As the revenues received for the quarter
ending March 31, 2000 include a complete quarter of operations, it must be noted
that during the comparable period ending March 31, 1999, these referenced
subsidiaries were not fully operational. Thus, the significant percentage
increase in revenues in the compared quarters should not be expected to continue
in subsequent quarters.
Cost of goods sold, as a percentage of revenue, was 30.6% for the quarter ending
March 31, 2000, as compared with 11.8% for the period ending March 31, 1999.
This increase is due to the commencement of the sale of product over the
Internet, which involved the sale of merchandise acquired at less than normal
cost during the prior fiscal year. As such, it remains the opinion of management
that the low cost of goods sold percentages seen in the prior period are not
reflective of expectations in the future.
Gross profit, as a percentage of revenue, was 69.4% for the quarter ending March
31, 2000, as compared with 88.2% for the comparable period in the prior year.
Due to the commencement of revenue generating operations in the period ending
March 31, 1999, as outlined in the prior two paragraphs, management does not
expect that the high gross margins seen in these periods will continue into
subsequent reporting periods.
Operating expenses, as a percentage of sales, were 54.4% for the fiscal quarter
ending March 31, 2000, as compared with approximately 99.7% for the comparable
quarter ending March 31, 1999. Included in the operating expenses during the
periods were normal costs related to both the previously described new business
segments which were not entirely in operation during the period ending March 31,
1999, however, costs related to the commencement of those operations were
incurred during that period. The improvements in the operating expenses
percentages are attributable to the increase of revenues, with the expenses
generally remaining more stable. It is the belief of management that these
expenses, as a percentage of sales, will increase during the remainder of the
fiscal year, due to the salaries and related expenses of the new management
team, along with the necessary costs associated with the acquisition of the
domain name, asseenontv.com.
The net income for the three months ended March 31, 2000 was $24,036, or $0.0016
per share, compared with net net loss of $5,001, or $(0.0003) per share, for the
quarter ended March 31, 1999.
Nine Months Ended March 31, 2000 vs. Nine Months ended March 31, 2000
Revenue for the nine month period ending March 31, 2000 was $373,409, an
increase of approximately 737% over the revenue for the comparable nine month
period ending March 31, 1999 of $44,583. Such an increase was due to the
Company's development of new businesses, specifically Internet sales and web
site hosting. These new business segments did not become operational until the
quarter ending March 31, 1999, thus, as income was received over the entire nine
month period, the revenue increase may appear to be unusually high. For this
reason, management feels that such increases may not be reasonably expected in
the future.
Cost of goods sold, as a percentage of revenue, was 22.1% for the nine month
period ending March 31, 2000, as compared with 11.1% for the nine months ended
March 31, 1999. This increase is due to the commencement of sales of product
over the Internet, which included sale of merchandise acquired at less than
normal cost during the prior reporting period. Management expects that these
costs will increase in future reporting periods.
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Gross profit, as a percentage of revenue, was 77.9% for the nine months ending
March 31, 2000 as compared with 88.9% for the comparable period in the prior
year. Due to the sale of merchandise acquired at less than normal costs, and
sold during the start up of the Internet sales segment of the business,
management does not believe these high margins will realized in the future.
Operating expenses for the nine months ending March 31, 2000, were $183,429, or
approximately 49% of revenue, as compared with $106,383, or 239% of revenue, for
the comparable period ending March 31, 1999. This improvement is due to the
increase in revenue, as the two new business segments were fully operational
during the current fiscal year. It is the belief of management that the
percentages realized during the current reporting period will continue through
the end of the current fiscal year.
Net income, for the nine months ended March 31, 2000, was $105,984, or $.007 per
share, as compared to a loss of $66,993, or $(0.0046) per share, for the
comparable period ended March 31, 1999.
IMPACT OF INFLATION
The Company believes that it will be able to offset the effects of inflation.
Although the Company does not purchase, by contract, any product for resale, the
Company sells all products on an individual basis. Any increase in costs to the
Company can be immediately passed on to the customer. Although inflation could
have an impact on the volume of sales, the Company can combat this by adjusting
product mix, or by the change of product, offered for sale.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has been able to finance operations primarily
through funds generated by operations, and by non-interest bearing loans both
from wholly owned subsidiaries and from an executive officer.
The Company has not needed financing from traditional sources such as banking
institutions, and other than the note resulting from the purchase of the domain
name, the company has no long term debt. Management believes that the profits
generated from operations will be sufficient to finance the web hosting and
Internet sales segments of the business for the immediate future. In the event
sufficient profits have not been generated to meet the July 18, 2000 payment of
$150,000 to the seller of the domain name, then the Company must secure funding
from traditional lending facilities.
If cash flow from operations is inadequate to capitalize on the AsSeenOnTV.com
acquisition, the Company will seek to secure working capital to fully develop
and market the new portal. In addition, the Company must seek to pay or
refinance the debt instrument incurred from the domain name acquisition. The
payment terms of the non-interest bearing $4,975,000 note require one payment in
the amount of $150,000 to be made six months from closing, July 18, 2000, and
the balance of the purchase price to be paid 15 months from closing, April 18,
2001. If the portal is successful, it should generate enough revenue for the
note to be self-liquidating. Should the site not be successful and the Company
cannot meet the payment requirements, the debt is a non-recourse obligation of
the Company. The Company would have the option of either obtaining financing or
losing the name of the portal and the Company stock which was given as
collateral. The Company intends to seek the required financing through infusions
from major customers, the sale of additional equity or debt securities, or to
obtain traditional lending facilities. The sale of additional equity or
convertible debt securities would result in additional dilution to our
shareholders. The incurrence of indebtedness would result in increased fixed
obligations and could result in covenants that would restrict our operations. We
have not made arrangements to obtain additional financing and there can be no
assurance that financing will be available in amounts or on terms acceptable to
us, if at all.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In April 1998, the Company was named party to an action by Charles Schwab & Co.
This action, as fully described in the Company's previously filed Form 10-SB,
resulted in the Company accruing $16,500, in its financial statement, which is
expected to be a likely settlement amount.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 14, 2000, the Company amended its certificate of incorporation to
change its name from LA Group, Inc. to ONTV, Inc. Additionally, the authorized
capital stock of the Company was increased to 80,000,000 shares of Class A
shares and 20,000,000 shares of Class B. The number of authorized shares of
preferred stock was increased to 5,000,000 shares.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In February 2000, the Company contacted its Shareholders for approval of several
items. The Consent of Stockholder vote was done in lieu of a previously proposed
Shareholders' meeting. The issues voted upon by the shareholders were: (1)
Change of the Company name, from LA Group, Inc., to ONTV, Inc.; (2) Increase of
the number of authorized shares of common stock of the corporation, from
20,000,000, to 100,000,000 (80,000,000 shares Class A and 20,000,000 shares
Class B); (3) Increasing the number of authorized shares of preferred stock,
from 2,000,000 to 5,000,000; and (4) Ratification of all acts and deeds of the
Officers and Directors of the Corporation from the date of its inception through
January 31, 2000.
On March 8, 2000, the shareholders consent was tabulated, and all four issues
were approved. As a result of this vote, the shareholders have authorized the
name change, along with the other issues. The Certificate of Incorporation was
filed with the Delaware Secretary of State, and the capitalization has been
increased as set forth.
Item 5. OTHER MATTERS
On April 15, 2000, the Company entered into a Lease Agreement for a new office
and warehouse facility. The leased premises consist of 4,972 square feet, and is
located at 75 Bermar Park, Suite 5, Rochester, New York 14624. The term of the
lease, effective June 1, 2000, is for two years, at a lease rate of $27,348 per
year, or $2,279 per month, for the first year, and $28,164 per year, or $2,347
per month, for the second year. The Company shall pay as additional rent, a
pro-rate share, along with other occupants of the building, of real estate
taxes.
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Additionally, on May 12, 2000 the Company was notified by the Securities &
Exchange Commission that the Form 10-SB, General Form for Registration of
Securities of Small Business Issuers, which the Company filed January 31, 2000
had been approved. The Company had previously been a non-reporting company, and
filed the Form 10-SB in order to become a fully reporting company. This approval
makes the Company eligible for trading, once again, on the OTC:BB and will
assure our shareholders of an orderly market for the Company stock.
Item 6. EXHIBITS AND REPORTS OF FORM 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned on its behalf by the undersigned, thereunto duly
authorized.
REGISTRANT:
ONTV, Inc.
Date: May 19, 2000 By: /s/ Daniel M. Fasano
-----------------------------
Daniel M. Fasano
Chief Executive Officer
Date: May 19, 2000 By: /s/ Curt B. Westrom
-----------------------------
Curt B. Westrom
Chief Financial Officer
And Treasurer
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