Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
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 No. 333-26385
Media Entertainment, Inc.
(Exact Name of Small Business Issuer
as Specified in its Charter)
NEVADA 72-1346591
(State or Other Jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of Principal Executive Offices,
including Zip Code)
(504) 922-7744
(Issuer's telephone number,
including area code)
Indicate by check mark whether 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 Registrant as
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest
practicable date:
Class Outstanding as of 9-2-97
----- ------------------------
Common Stock, 6,170,000
&.0001 par value
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Media Entertainment, Inc.
Page
Consolidated Balance Sheets as of June
30, 1997 (unaudited), and December 31,
1996 3
Consolidated Statement of Operations for
the Three Months Ended June 30, 1997 and
1996 (unaudited), and the Six Months Ended
June 30, 1997 and 1996 (unaudited) 5
Consolidated Statement of Cash Flows Six
Months Ended June 30, 1997 and 1996
(unaudited) 6
Notes to Consolidated Financial Statements 8
<PAGE>
MEDIA ENTERTAINMENT, INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED BALANCE SHEET
12/31/96 6/30/97
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 14,502 $ 26,315
Accounts receivable 310 310
Prepaid expenses 0 0
Total current assets 14,812 26,625
PROPERTY AND EQUIPMENT,
net of accumulated
depreciation or $706
and $1,058, respectively 196,214 199,149
INVESTMENT IN JOINT VENTURE 0 13,100
INTANGIBLES
Organization costs, net of
accumulated amortization
of $19 and $56,
respectively 550 513
Licenses and rights to
leases of licenses, net
of accumulated amortization
of $725 and $1,485,
respectively 22,024 26,265
Total Intangibles 22,574 26,778
Total assets $233,600 $265,652
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to stockholder 50,000 83,000
Accounts payable 0 6,188
Accounts payable - affiliate 10,069 10,069
Accrued interest 820 2,540
Total current liabilities 60,889 101,797
STOCKHOLDERS' EQUITY
Common stock, $.0001 par
value, 100,000,000 shares
authorized, 6,000,000 and
6,170,000 shares issued
and outstanding,
respectively 600 617
Additional paid-in capital 198,508 623,491
Deficit accumulated during
the development stage (24,237) (240,643)
Subscriptions receivable (2,160) (860)
Deferred compensation 0 (218,750)
Total Stockholders' Equity 172,711 163,855
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $233,600 $265,652
<PAGE>
MEDIA ENTERTAINMENT, INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
(unaudited) (unaudited)
Revenue $ 598 $1,245 $ 822 $1,568
Expenses
Depreciation and
amortization 584 176 1,168 353
Professional
fees 114,325 0 188,506 0
Rent 4,036 0 7,862 0
Salary 8,230 0 13,457 0
Other 5,197 1,245 6,235 1,568
Total Expenses 132,372 1,421 217,228 1,921
Net loss $(131,774) $(176) (216,406) $(353)
Loss per
common share $(.021) $(.000) $(.035) $(.000)
Weighted
average
number of
shares
outstanding 6,170,000 2,157,239 6,137,778 2,157,239
<PAGE>
MEDIA ENTERTAINMENT, INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Six Months
Ended Ended
6/30/97 6/30/96
(unaudited) (unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(216,406) $( 353)
Adjustment to
reconcile net loss
to net cash used
in operating
activities
Depreciation 352 353
Amortization 816 0
Recognition of
services
performed for
stock 156,250 0
Decrease (increase)
in accounts payable 85 0
Increase in
prepaids ( 910) 0
Increase in
accounts payable
and accruals 6,188 0
Net cash used
in operating
activities ( 53,625) 0
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of
equipment ( 762) 0
Investment in
joint venture ( 13,100) 0
Purchase of
organization
costs ( 0) 0
Purchase of leases
and rights to
leases of licenses ( 5,000) 0
Net cash used in
investing
activities ( 18,862) 0
CASH FLOWS FROM
FINANCING ACTIVITIES
Increase in note
payable to
stockholder 33,000 0
Issuance of common
stock 50,000 0
Decrease in
subscriptions
receivable 1,300 0
Net cash provided
by financing
activities 84,300 0
Net increase in
cash 11,813 0
Cash, beginning of
period 14,502 0
Cash, end of period 26,315 0
Noncash investing and financing activities for the six
months ended June 30, 1997 (unaudited), include 150,000
shares issued for consulting and legal services to be
performed valued at $375,000.<PAGE>
MEDIA ENTERTAINMENT, INC.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 1997
(Unaudited)
Note 1. Nature of Business, Organization
and Basis of Presentation
The Company was incorporated in the State of Nevada on
November 1, 1996, to operate as a holding company in the
wireless cable television and community (low power)
television industries, as well as other segments of the
communications industry.
Effective December 31, 1996, MEI acquired all of the
outstanding common stock of Winter Entertainment, Inc., a
Delaware corporation incorporated on December 28, 1995
(WEI), and Missouri Cable TV Corp., a Louisiana corporation
incorporated on October 9, 1996 (MCTV). WEI operates a
community television station in Baton Rouge, Louisiana; MCTV
owns wireless cable television channels in Poplar Bluff,
Missouri, which system has been constructed and is ready for
operation, and Lebanon, Missouri, which has yet to be
constructed. The acquisition of WEI and MCTV by the Company
was accounted for as a reorganization of companies under
common control. The assets and liabilities acquired were
recorded at historical cost in a manner similar to a pooling
of interests. Therefore, these financial statements include
the operations of MEI and its predecessors from inception of
WEI on December 28, 1995.
Management plans to raise capital by obtaining financing
and, eventually, through public offerings. Management
intends to commence the commercial exploitation of its
proprietary Wireless Internet Access System with the
proceeds from any borrowings or sales of its common stock,
as well as to increase the broadcast signal of WEI's
community television station, to start operation of MCTV's
wireless cable channels in Poplar Bluff, Missouri and to
provide working capital. The Company believes that these
actions will enable the Company to carry out its business
plan and ultimately to achieve profitable operations.
Note 2. Interim Consolidated Financial Statements
In the opinion of management, the accompanying consolidated
financial statements for the six months ended June 30, 1997
and 1996, reflect all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the
financial condition, results of operations and cash flows of
the Company, including subsidiaries, and include the
accounts of the Company and all of its subsidiaries. All
material intercompany transactions and balances are
eliminated.
The financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these unaudited financial
statements be read in conjunction with the financial
statements and notes thereto included in the Company's
Registration Statement on Form S-1 filed with the SEC (file
no. 333-26385). Certain reclassifications and adjustments
may have been made to the financial statements for the
comparative period of the prior fiscal year to conform with
the 1997 presentation. The results of operations for the
interim periods are not necessarily indicative of the
results to be obtained for the entire year.<PAGE>
Note 3. Acquisitions
Effective December 31, 1996, the Company acquired WEI and
MCTV by issuing 2,157,239 shares of common stock in
exchange for all the common stock of each company. The
majority stockholder of the Company was also the sole
stockholder of WEI and the majority stockholder of MCTV.
Therefore, the acquisitions have been accounted for at
historical cost in a manner similar to a pooling of
interests. The consolidated statement of operations
includes the Company and its predecessors WEI and MCTV from
inception of WEI.
Note 4. Notes Payable to Stockholder
June 30, 1997
(Unaudited)
Notes payable to majority stockholder,
interest accrues at 8%, due on demand
and unsecured $83,000
Note 5. Joint Venture
During the six months ended June 30, 1997, the Company
incurred $13,100 in costs relating to the acquisition of the
Joint Venture. As of June 30, 1997, the Joint Venture has
had no operations.
Note 6. Option Agreement - Web One
In January 1997, the Company entered into an agreement with
Web One, Inc. forming Web One Wireless I.S.P. - Baton Rouge,
J.V. (the Joint Venture). The Joint Venture was created to
operate as a Wireless Internet Service Provider in Baton
Rouge, Louisiana. The agreement gives the Company the
option to buy all the outstanding capital stock of Web One,
Inc. at any time on or before August 1, 1998. The option
price is to be based on an appraisal of Web One, Inc.
Note 7. Stock Issuances
During the six months ended June 30, 1997, the Company
issued 150,000 shares of common stock to prepay legal
services. In the agreement pursuant to which these shares
were issued, the shares were valued at $.40 per share, or
$60,000 in the aggregate. However, for financial reporting
purposes, the shares have been valued at $2.50 per share, or
$375,000 in the aggregate, to approximate the fair value of
the shares on the date issued.
The Company also sold 20,000 shares of common stock for
$50,000, and issued options to purchase another 40,000
shares for $100,000.
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Background
The Company, incorporated on November 1, 1996, has not
engaged in active business operations. One of the Company's
subsidiaries, Winter Entertainment, Inc. (WEI), acquired
effective December 31, 1996, has been engaged in television
broadcast operations since January 1996, while the Company's
other subsidiary, Missouri Cable TV Corp. (MCTV), also
acquired effective December 31, 1996, has only recently
begun to attempt to attract subscribers for its wireless
cable system located in Poplar Bluff, Missouri. Since its
inception and in addition to the acquisitions of WEI and
MCTV, the Company has acquired wireless cable channels and
community (low power) television channels from its founders
and others, has entered into a joint venture (known as "Web
One Wireless I.S.P. - Baton Rouge, J.V.") (the Joint
Venture) which is to operate as a Wireless Internet Service
Provider (ISP) and has begun to seek the capital necessary
to carry out its plan of business. The Company's fiscal
year ends December 31st. References to the "Company"
include WEI, MCTV and the Joint Venture, unless the context
indicates otherwise.
Because the Company, WEI and MCTV were combined in a
reorganization of entities under common control, the
presentation contained in the financial statements of the
Company has been prepared in a manner similar to the
pooling-of-interests method. In this regard, reference is
made to Notes 1 and 3 of the Company's financial statements
appearing elsewhere herein. The following discussion
reflects such financial statement presentation.
Results of Operations
Six Months Ended June 30, 1997, versus Six Months
Ended June 30, 1996.
Revenues from the Company's operations for the six months
ended June 30, 1997 ("Interim 97"), were $822 (unaudited)
compared to revenues of $1,68 (unaudited) for the six months
ended June 30, 1996 ("Interim 96"). During both interim
periods, all of the Company's revenues were generated by the
Community Television Segment. The Company expects that,
during the third quarter of 1997, the Wireless Internet
Segment will begin to generate revenues from operations.
However, there is no assurance in this regard. The
Company's net loss of $216,406 is attributable in large part
to the issuance of 150,000 shares pursuant to a consulting
and legal services agreement, which shares have been valued
for financial accounting purposes at $2.50 per share, or
$375,000, in the aggregate. During Interim 97, $156,250 of
such $375,000 was expensed. It is anticipated that $31,250
of such $375,000 in pre-paid expenses will be expensed by
the Company each month, or $93,750 for each three month
period, through January 1998. Reference is hereby made to
Note 7 of the Company's financial statements included
elsewhere herein.
Wireless Cable Segment. The Company has only recently
begun to take preliminary steps to attract subscribers in
one of its wireless cable markets, Poplar Bluff, Missouri.
The Company expects that revenues will not exceed
expenditures in its Wireless Cable Segment for the remainder
of the year ended December 31, 1997 ("Fiscal 97"). During
Interim 97, the Wireless Cable Segment generated no
revenues, while incurring $3,368 (unaudited) in operating
expenses. The Company's ability to attract customers,
thereby generating revenues in this segment, and to expand
its Wireless Cable Segment is wholly dependent upon its
obtaining adequate capital. There is no assurance that any
such capital will be available to the Company.
Community Television Segment. Revenues from the
operations of the Community Television Segment for Interim
97 were $822 (unaudited) compared to revenues of $2,108
(unaudited) for Interim 96. The Company expects that this
segment's revenues will remain at Interim 97 levels for the
remainder of Fiscal 97. The Company has received FCC
authorization to increase the power of its currently
operating station to its maximum legal limit. Should the
Company be able to obtain necessary funds, of which there is
no assurance, the Company intends to commit $20,000 to
increase the power of such station, which would permit the
Company's broadcast signal to reach approximately 120,000
additional households. It is expected that the commissions
earned by K13VE from Video Catalog Channel sales originating
from its broadcast area would increase proportionately to
its increased number of households reached. There is no
assurance that such will be the case.
Wireless Internet Segment. The Wireless Internet
Segment has yet to generate any revenues. In January 1997,
the Company entered into a joint venture known as "Web One
Wireless I.S.P. - Baton Rouge, J.V." (the Joint Venture)
with Web One, Inc. ("Web One"), whereby the Joint Venture
will attempt to operate as a Wireless ISP in Baton Rouge,
Louisiana. The Joint Venture expects to begin to solicit
customers for its Wireless ISP service during September
1997. With respect to the business of the Joint Venture,
the Company is dependent upon the efforts of Web One, which
is the Managing Venturer of the Joint Venture. The Company
has an option to acquire all of the outstanding capital
stock of Web One at any time on or before August 1, 1998.
If the option to acquire Web One is exercised by the
Company, the Company, at its sole option, may elect to
utilize cash or shares of its Common Stock in payment for
the stock of Web One. The value of the stock of Web One is
to be established by an independent appraiser. Should the
Company elect to utilize shares of its Common Stock with
which to acquire the stock of Web One, the per share value
of the Company's Common Stock shall be equal to the average
closing bid price of the Common Stock for the ten trading
days immediately prior to the closing of such acquisition,
or, should no public market for the Common Stock exist, the
per share value of the Common Stock shall be established by
an independent appraiser. There is no assurance that the
Joint Venture will be successful.
The Company is just completing the development of its
own proprietary Wireless Internet Access System in Baton
Rouge, Louisiana. It is the Company's intention to
establish a Wireless ISP in as many U.S. cities as is
possible in as short a time as is possible. The Company
believes that it wil require between $60,000 and $200,000
($50,000 for equipment and the balance for marketing and
other general expenses), depending upon the size of a
particular city, to commence Wireless ISP operations in a
particular city. These estimates are not based on a
specific study or market research conducted by the Company,
but are based, instead, on the business experience of the
Company's management, as well as general and informal market
surveys conducted by the Company and others. There is no
assurance that such estimates will be accurate. Should
funds be available, the Company intends to commence its
Wireless ISP operations in Dallas, Texas, during the last
quarter of 1997. There is no assurance that the Company
will possess sufficient capital with which to develop the
Dallas market.
Liquidity and Capital Resources
June 30, 1997.
The Company remained in a substantially illiquid position
throughout Interim 97. At June 30, 1997, the Company's
working capital deficit was $75,172 (unaudited), compared to
a working capital deficit of $46,077 (audited). This
deterioration in the Company's working capital deficit is
attributable to the fact that no material revenues were
generated by Company operations, during Interim 97. During
such period, one of the Company's officers, David M. Loflin,
loaned to the Company a total of $33,000, which funds were
used primarily for operating expenses of the Company and the
purchase of equipment. Such loans are evidenced by
promissory notes and bear interest at 8% per annum and are
payable on demand. $5,000 of a prior loan by the same
shareholder was repaid during Interim 97. Subsequent to
Interim 97, Mr. Loflin loaned to the Company the sum of
$13,500, which funds were used for operating expenses of the
Company. Such loan is evidenced by a promissory note and
bears interest at 8% per annum and is payable on demand. As
of the date of this Prospectus, the Company owed Mr. Loflin
a total of $96,500, plus accrued and unpaid interest of
approximately $2,500. The Company does not currently
possess funds necessary to repay the balance of such loan.
Mr. Loflin has advised the Company that he does not intend
to make demand for repayment of the balance of such loan for
the foreseeable future. Nevertheless, should Mr. Loflin
make such demand for repayment, the Company could be unable
to satisfy such demand, which would have a materially
adverse effect of the Company. In addition, none of the
officers of the Company will be paid a salary, and such
persons have agreed to work without pay, until such time as
payment of such officers' salaries would have no adverse
affect on the Company's financial condition.
During Interim 97, the Company has issued shares of its
Common Stock on two occasions. First, the Company entered
into a Consulting and Legal Services Agreement (the "Newlan
Agreement") with its legal counsel, Newlan & Newlan,
Attorneys at Law. Under the Newlan Agreement, Newlan &
Newlan agreed to provide legal services to the Company for a
period of one year in consideration of the Company's
undertaking to pay $3,500 in cash per month and the issuance
to Newlan & Newlan of 150,000 shares of Company Common Stock
in pre-payment of legal services agreed to be $60,000.
However, for financial reporting purposes, these shares of
Common Stock have been valued at $2.50 per share, or
$375,000, in the aggregate. In this regard, reference is
made to Note 6 of the financial statements of the Company
included elsewhere herein. The Company believes it will be
able to meet its obligations under the Newlan Agreement.
Also, in March 1997, the Company sold 20,000 shares of
its Common Stock to a single investor for $50,000 in cash.
Such funds have been allocated to the Company's working
capital account. Such investor, Michael Cohn, now a
director of the Company, has committed to invest an
additional $100,000 on the same terms during the second half
of 1997. There is no assurance that such investment will be
made.
The Company is currently seeking a bank loan in the
amount of $350,000 with which to commence operations in its
Wireless Cable and Wireless Internet Segments. Such level
of financing would permit the Company to operate for a
period of at least one year. There is no assurance that a
financing source will be located. Should such a financing
source not be secured, the Company can be expected to remain
in a substantially illiquid position.
It is the Company's current intention to commence a
public offering of its Common Stock, in the approximate
amount of $1,000,000, and to file a registration statement
relating thereto in the near future. The Company currently
is investigating its options in this regard. As of the date
of this Prospectus, the Company had not reached any
agreement or understanding with an underwriter. Should the
Company be successful in obtaining such level of funding
through its proposed public offering, it would then possess
funds with which to operate for a period of not less than
one year. There is no assurance that the Company will
realize any funds from such a public offering. A failure in
this regard will cause the Company to remain in a
substantially illiquid position and unable to begin to
implement its plan of business.
Wireless ISP Markets. In general, for the development
of any of its proposed Wireless ISP markets, the Company
will be required to purchase approximately $50,000 of
equipment. Thereafter, the amount of marketing funds needed
will vary from market to market, depending on the size of a
particular market. It can be expected, however, that the
initial marketing budget will range approximately from
$10,000 to $150,000. There is no assurance that funding
will be available to the Company at such times as it
attempts to develop any one of its Wireless ISP markets.
Baton Rouge, Lousiana. The Joint Venture is currently
soliciting traditional dial-up Internet access customers,
and will commence the marketing of its Wireless ISP services
during September 1997. During August 1997, Joint Venture
generated approximately $500 in revenues from fees charged
to dial-up Internet access custormer. The Company is
currently seeking approximately $10,000 so as to permit the
Joint Venture to begin full-scale operations. Should such
funds be available, management anticipates that the Joint
Venture will begin to generate positive cash flow beginning
in the fourth quarter of Fiscal 97. However, there is no
assurance in this regard.
Dallas, Texas. Should the Company be successful in
securing additional capital, of which there is no assurance,
the Company intends to commit not less than $100,000 to the
establishment of its Wireless ISP in Dallas, Texas. The
Company expects that it will be able to begin to market its
Wireless ISP service in Dallas during the fourth quarter of
1997, should funds be available. The Company believes,
after conducting an informal market study, that Dallas,
among its other proposed Wireless ISP markets, offers the
greatest opportunity for success, although there is no
assurance in this regard.
Cash Flows from Operating Activities. During Interim 97,
the Company's operations used cash of $53,625 (unaudited).
The use of cash in the current period is primarily due to
the Company's net loss of $216,406 (unaudited), which offset
a recognition of services performed for stock of $156,250
(unaudited). The Company intends to recognize $31,250 for
services performed for stock each month during the remaining
two quarters of Fiscal 97 and January 1998. The Company's
use of cash in operations during Interim 96 is attributable
primarily to the Company's net loss for such interim period.
The Company's management does not expect that operations for
all of Fiscal 97 will generate positive cash flow. However,
management is unable to predict the level of cash flow to be
generated during such period of time, due to the uncertainty
of the level and timing of funding, if any, with which to
commence its proposed Wireless Cable and Wireless Internet
operations. Without any such funding, it can be expected
that the Company will not be able to generate positive cash
flow from operations.
Cash Flows from Investing Activities. Investing
activities of the Company during Interim 97 used $18,862
(unaudited), including $762 (unaudited) for the purchase of
equipment, $13,100 (unaudited) as an investment in the Joint
Venture and $5,000 (unaudited) for the purchase of licenses
and rights to leases of licenses. In comparison, the
Company had virtually no investing activities during Interim
96. The Company's management is unable to predict whether
investing activities will provide cash during the remainder
of Fiscal 97. This uncertainty is caused by the lack of a
commitment by an underwriter relating to the proposed future
public offering of Company Common Stock or other financing
commitment. Absent any such funding, it is expected that
investing activities will continue to use the Company's
cash.
Cash Flows from Financing Activities. Financing
activities of the Company provided $84,300 (unaudited) in
cash during Interim 97, compared to Interim 96 when
financing activities provided no cash. $33,000 of such cash
was the result of loans from a shareholder. The sale of
20,000 shares of Company Common Stock for a total of $50,000
in cash provided substantially all of the balance of cash
from financing activities, during Interim 97. It is the
Company's intention to sell shares of its Common Stock as
the primary means of securing capital with which to
implement its plan of business. Should the Company have
success in this regard, cash provided by financing
activities can be expected to be substantially higher.
However, no prediction as to the level of such cash can be
made by management, nor can any assurance be made that any
cash will be provided by financing activities.
Non-Cash Investing Activities. During Interim 97, the
Company's non-cash investing and financing activities
included the issuance of 150,000 shares of Common Stock in
consideration of consulting and legal services to be
performed, which shares were valued, pursuant to arm's-
length negotiations, at $60,000, in the aggregate. However,
for financial reporting purposes, these shares of Common
Stock have been valued $2.50 per share, or $375,000, in the
aggregate. In this regard, reference is made to Note 7 of
the financial statements of the Company included elsewhere
herein.
Management's Plans Relating to Future Liquidity
It is management's opinion that the Company will be unable
to improve its current liquidity position without an
infusion of cash in an amount of not less than $200,000.
The Company's current operations will be unable, on their
own, to alleviate the Company's current lack of liquidity.
Management believes it will be able to mitigate the effects
of its current financial condition in one or more of the
following ways: (1) the Company intends to commence a public
offering of its Common Stock, in the approximate amount of
$1,000,000, in the near future; (2) the Company is currently
seeking, and will continue in the future to seek, a bank
loan in an amount of not less than $200,000; (3) the Company
will attempt to locate one or more joint venture partners
with whom the Company would develop one or more of its
proposed Wireless ISP markets; or (4) the Company will
pursue and other means of financing its plan of business
that may become available. NO PREDICTION CAN BE MADE AS TO
THE LIKELIHOOD THAT THE COMPANY WILL BE SUCCESSFUL IN
OBTAINING NEEDED FINANCING. However, management believes
that it will be successful in obtaining needed funding in
the near term. This belief is based on management's
business experience and preliminary reaction from its
potential Wireless ISP customers in Baton Rouge, Louisiana.
Should one of the described financing transactions be
consummated, of which there is no assurance, the Company's
management believes that the operations that are commenced
with the obtained funds will be able to generate sufficient
cash flow to sustain the Company's activities during the
twelve months to end June 30, 1998. There is no assurance
that such will be the case.
Capital Expenditures
During the remainder of Fiscal 97, the Company expects to
apply substantially all of its available capital to the
construction of one or more of its Wireless ISP markets (an
average of approximately $175,000 per system), one or more
of its wireless cable systems (approximately $200,000 per
system) and one or more of its community television
stations (approximately $50,000 per station). There is no
assurance that any of the necessary capital for such
proposed activities will be available.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote
of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
(a) Exhibits.
None.
(b) Reports on From 8-K.
No Current Report on Form 8-K was filed during
the three months ended June 30, 1997, inasmuch
as the Company was not subject to the periodic
reporting requirements of the Securities
Exchange Act of 1934, dring such period.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: September 8, 1997.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President and
Principal Financial
Officer
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