<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1999
Commission File Number: 333-62551
STUDIO CITY HOLDING CORPORATION
------------------------------------------------------
(formerly CVT Corporation of America)
(Exact name of Registrant as specified in its Charter)
NEW YORK EIN: 13-322-7032
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
153 Stevens Avenue, Mount Vernon, New York 10550
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip code)
121 Stevens Avenue, Mount Vernon, New York 10550
- ------------------------------------------ ----------
(Former Address) (Zip Code)
(352) 347-3947
----------------------------------------------------
(Registrant's telephone number, including area code)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND, (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of June 30, 1999, there
were outstanding 27,482,001 shares of Common Stock, par value of $.002.
<PAGE> 2
INDEX
<TABLE>
<S> <C>
PART ONE - FINANCIAL INFORMATION
ITEM 1. Consolidated Condensed Financial Statements
Balance Sheets as of
June 30, 1999, December 31, 1998 and accumulative from inception ..................... 2
Statements of Income (Loss) as of
June 30, 1999, December 31, 1998 and accumulative from inception .................... 3
Stockholders' Equity as of
June 30, 1999, December 31, 1998 and accumulative from inception .................... 4
ITEM 2. Management's Discussion and Analysis of Financial Condition .................................. 6
PART TWO - OTHER INFORMATION ........................................................................... 10
SIGNATURES ............................................................................................. 10
</TABLE>
<PAGE> 3
STUDIO CITY HOLDING CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, (Unaudited)
-------------------------- June 30,
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 18,448 $ 80,178 $ 101,480
Intangible assets 77,315 77,315 83,150
Investment in joint ventures and stock 56,823 56,823 56,823
Prepaid services 3,469 3,469 3,469
Office equipment (cost $52,506, $52,506 and $53,009;
accumulated depreciation $23,493, $33,320 and $36,652) 29,013 19,186 16,357
Organization costs (net of accumulated amortization) 782 446 445
Accounts receivable -- 7,445 1,636
Stock subscriptions receivable 53,000 -- --
----------- ----------- -----------
TOTAL ASSETS $ 238,850 $ 244,862 $ 263,360
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Note payable-stockholder $ 1,554,027 $ 1,554,027 $ 1,554,027
Accrued interest 290,518 375,069 415,910
Accrued expenses 37,841 65,284 34,415
Loans from stockholders -- 328,000 650,491
CONTINGENT LIABILITIES--Collective Bargaining Agreement -- -- --
LEASE COMMITMENTS -- -- --
----------- ----------- -----------
TOTAL LIABILITIES 1,882,386 2,322,380 2,654,843
EQUITY SECURITIES SUBJECT TO RESCISSION 913,599 1,003,100 1,003,100
STOCKHOLDERS' EQUITY
Common stock - par value $.002 in 1997 and 1998;
150,000,000 shares authorized; 31,028,500 and 31,057,001 61,077 61,077 61,077
shares issued and outstanding in 1997 and 1998 respectively
Common stock warrants 5,000,000 5,000,000 5,000,000
Preferred stock--A - par value $.0001 in 1997 and 1998;
10,000,000 shares authorized, issued and outstanding in 1997 and 1998 1,000 1,000 1,000
Preferred stock--B - no par value in 1996, $.0001 par value in 1997 and
1998; 10,000,000 shares authorized; 3,825,834 issued and outstanding 383 383 383
in 1997 and 1998
Additional paid-in capital 1,392,737 1,392,737 1,392,737
Deficit accumulated during development stage (1,786,332) (2,309,815) (2,623,780)
Less special distribution to stockholder (7,226,000) (7,226,000) (7,226,000)
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY (2,557,135) (3,080,618) (3,394,583)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 238,850 $ 244,862 $ 263,360
=========== =========== ===========
</TABLE>
2
<PAGE> 4
STUDIO CITY HOLDING CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative For The Year Ended (Unaudited)
From Inception December 31, For The Six
October 21, 1991 to ----------------------------- Months Ended
June 30, 1999 1997 1998 June 30, 1999
------------------- --------- --------- -------------
<S> <C> <C> <C> <C>
INCOME $ 286,168 $ 15,693 $ 66,026 $ --
EXPENSES
Accounting fees 128,980 24,209 36,406 16,750
Advertising 15,792 236
Amortization--organization costs 1,537 342 329
Auto expenses 167,029 24,712 13,988 4,384
Bad debts 167,695
Bank charges 1,467 513 325
Commissions 36,906
Consulting fees 138,740 19,506 11,098 15,196
Contributions 1,052 724 101
Depreciation 36,652 5,520 9,829 3,331
Dues and publications 16,979 3,986 3,854 609
Equipment rental 268,212 80,058 102,702 43,002
Insurance 23,414 8,367 217
Interest 711,924 139,862 150,516 93,267
Legal fees 252,265 66,180 101,564 54,245
Licenses 23,918 3,212 4,432 2,383
Meals 28,502 2,654 2,115 1,585
Medical reimbursement--officer 14,161 5,644
Miscellaneous expenses 43,795 8,485 12,622 2,398
Offering costs 32,051 32,051
Office expenses 134,683 15,746 12,222 12,321
Officer compensation 5,000
Postage 54,277 11,363 8,760 3,720
Professional fees 86,432 25,382 321
Project costs 204,247 85,833 78,380 40,034
Rent 136,020 14,358 15,267 4,546
Repairs and maintenance 1,275 1,026 249
Seminars 604
Telephone expense 76,820 8,340 8,704 2,012
Travel 65,054 4,435 4,655 12,253
Utilities 20,548 3,598 3,706 933
Wages 13,917
----------- --------- --------- ---------
TOTAL EXPENSES 2,909,948 588,199 589,509 313,965
----------- --------- --------- ---------
NET LOSS $(2,623,780) $(572,506) $(523,483) $(313,965)
=========== ========= ========= =========
EARNINGS (LOSS) PER
COMMON SHARE
(Basic and Diluted Loss Per Share ----------- --------- --------- ---------
are the same) $ (0.0191) $ (0.0185) $ (0.0168) $ (0.0102)
=========== ========= ========= =========
</TABLE>
3
<PAGE> 5
STUDIO CITY HOLDING CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Deficit
------------------------------------------ Accumulated Special
Additional Common During Distribution Total
Common Paid-In Stock Preferred Preferred Development To Stockholders'
Shares Amount Capital Warrants Stock A Stock B Stage Stockholder Equity
--------- -------- ---------- ---------- ---------- ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of
common stock 748,000 $ 11,920 $1,138,500 $ -- $ -- $ -- $ -- $ -- $ 1,150,420
Special distribution (1,150,000) (1,150,000)
Common shareholder
loss for period
October 21, 1991
to December 31,
1991 (35,455) (35,455)
------------- -------- ---------- ---------- ----------- --------- ----------- ----------- -----------
Balance at
December 31,
1991 748,000 11,920 1,138,500 -- -- -- (35,455) (1,150,000) (35,035)
Issuance of
common stock 610,201 1,662 72,770 74,432
Common shareholder
loss for
year ended
December 31,
1992 (57,999) (57,999)
------------- -------- ---------- ---------- ----------- --------- ----------- ----------- -----------
Balance at
December 31,
1992 1,358,201 13,582 1,211,270 -- -- -- (93,454) (1,150,000) (18,602)
Stock split 1 to 100 134,461,899
Shares for properties (1,151,004) (1,151,004)
Special distribution (6,076,000) (6,076,000)
Issuance of common
and preferred
stock and common
warrants 16,749,900 1,675 56,976 5,000,000 671,974 5,730,625
Common shareholder
loss for
year ended
December 31,
1993 (73,409) (73,409)
------------- -------- ---------- ---------- ----------- --------- ----------- ----------- -----------
Balance at
December 31,
1993 152,570,000 15,257 117,242 5,000,000 -- 671,974 (166,863) (7,226,000) (1,588,390)
Issuance of common
stock (13,420,000) (1,342) 242,670 241,328
Common shareholder
loss for
year ended
December 31,
1994 (172,174) (172,174)
------------- -------- ---------- ---------- ----------- --------- ----------- ----------- -----------
Balance at
December 31,
1994 139,150,000 13,915 359,912 5,000,000 -- 671,974 (339,037) (7,226,000) (1,519,236)
Issuance of
common stock 4,150,000 415 406,095 406,510
Common shareholder
loss for
year ended
December 31,
1995 (316,578) (316,578)
------------- -------- ---------- ---------- ----------- --------- ----------- ----------- -----------
Balance at
December 31,
1995 143,300,000 14,330 766,007 5,000,000 -- 671,974 (655,615) (7,226,000) (1,429,304)
Issuance of
common stock 6,700,000 670 431,506 432,176
Equity securities
subject to
rescission (670) (431,506) (432,176)
Common shareholder
loss for
year ended
December 31,
1996 (558,211) (558,211)
------------- -------- ---------- ---------- ----------- -------- ----------- ------------ -----------
Balance at
December 31,
1996 150,000,000 14,330 766,007 5,000,000 -- 671,974 (1,213,826) (7,226,000) (1,987,515)
Issuance of
common stock 155,000 310 481,113 481,423
Equity securities
subject to
rescission (310) (481,113) (481,423)
Common shareholder
loss for
year ended
December 31,
1997 (572,506) (572,506)
Shares issued,
exchanged
or converted (119,126,500) (11,000) 9,000 1,000 1,182 182
Merger adjustments 57,747 617,730 (672,773) 2,704
------------ --------- ---------- ---------- ----------- --------- ------------ ------------ -----------
Balance at
December 31,
1997 31,028,500 61,077 1,392,737 5,000,000 1,000 383 (1,786,332) (7,226,000) (2,557,135)
Issuance of
common stock 28,501 57 89,444 89,501
Equity securities
subject to
rescission (57) (89,444) (89,501)
Common shareholder
loss for
year ended
December 31,
1998 (523,483) (523,483)
------------ --------- ---------- ---------- ----------- ---------- ----------- ------------ -----------
Balance at
December 31,
1998 31,057,001 $ 61,077 $1,392,737 $5,000,000 $ 1,000 $ 383 $(2,309,815) $ (7,226,000) $(3,080,618)
Common shareholder
loss for
six months
ended June 30,
1999 (Unaudited) (313,965) $ (313,965)
------------ --------- ---------- ---------- ----------- ---------- ----------- ------------ -----------
Balance at
June 30,
1999 31,057,001 $ 61,077 $1,392,737 $5,000,000 $ 1,000 $ 383 $(2,623,780) $ (7,226,000) $(3,394,583)
============ ======== ========== ========== =========== ========== =========== ============ ===========
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
Cumulative For The Year Ended (Unaudited)
From Inception to December 31, For the Six
October 21, 1991 to ------------------------- Months Ended
June 30, 1999 1997 1998 June 30, 1999
------------------- -------- --------- -------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,623,780) $(572,506) $(523,483) $(313,965)
Amortization and depreciation 38,189 5,862 10,158 3,331
Changes in operating assets
and liabilities:
Increase in prepaid services (1,024)
Increase in organizational costs (1,860)
Decrease in offering costs 32,051
(Increase) decrease in accounts receivable (1,636) (7,445) 5,809
(Increase) decrease in stock subscription (53,000) 50,091
Increase (decrease) in accrued expenses 34,414 14,047 27,444 (30,870)
Increase in accrued interest payable 415,910 96,062 84,551 40,841
Decrease in intangible assets 19,750 19,750
----------- --------- --------- ---------
Net cash used in operating activities (2,120,037) (457,734) (358,684) (294,854)
INVESTING ACTIVITIES
Investment in CVT Corporation of America (12,000)
Investment in joint ventures and stocks (56,823)
Acquisition of equipment (53,007) (8,163) (501)
Acquisition of properties (102,900) (2,605) (5,834)
----------- --------- --------- ---------
Net cash used in investing activities (224,730) (10,768) -- (6,335)
FINANCING ACTIVITIES
Borrowings from stockholders 723,228 328,000 322,491
Proceeds for issuance of common stock 1,817,036 480,300 92,414
Repayment of stockholders loans (72,737)
Loan to affiliated company (21,280)
----------- --------- --------- ---------
Net cash provided by financing activities 2,446,247 480,300 420,414 322,491
----------- --------- --------- ---------
Cash and cash equivalents - increase 101,480 11,798 61,730 21,302
Cash and cash equivalents - Beginning -- 6,650 18,448 80,178
=========== ========= ========= =========
Cash and cash equivalents - Ending $ 101,480 $ 18,448 $ 80,178 $ 101,480
=========== ========= ========= =========
Supplemental Disclosures of Cash Flow
Information:
----------- --------- --------- ---------
Cash paid for interest $ 296,014 $ 43,803 $ 55,312 $ 52,426
=========== ========= ========= =========
Noncash financing transaction:
Value of Studio City shares =========== ========= ========= =========
issued for services $ 3,647 $ 114 $ -- $ --
=========== ========= ========= =========
</TABLE>
5
<PAGE> 7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION.
RESULTS OF OPERATIONS:
The Company amended its Articles of Incorporation and By-Laws on June
29, 1996, and subsequently the following changes were made: (i) Name Change
from CVT Corporation of America to Studio City Holding Corporation, (ii) scope
of business enterprises was expanded, (iii) capitalization was increased from
40,000,000 shares to 75,000,000 shares, which included the authorization of
10,000,000 shares of Preferred Class A stock and 25,000,000 shares of Preferred
Convertible Class B stock [both of which having a par value of $1.00 per
share], (iv) service of process for the company as a limited liability company
was designated to be the Secretary of State, (v) rights to shares was expanded
as follows: each share of common has one vote, each share of preferred A has
ten votes, each share of preferred B has cumulative preferential dividends of
12% per annum based on earnings, in liquidation each share of preferred A and B
shall receive $.06 per share with preferred A have preference over preferred B,
preferred B is convertible to common at a ratio of 1 preferred to 10 common,
(vi) number of directors shall not be less than three nor more than ten, (vii)
shareholders have no preemptive or preferential right to subscribe or purchase
shares, and, (viii) limitation of shareholder liability.
The Company merged on July 1, 1996 with Studio City Incorporated
Holding (a Florida corporation with twelve subsidiaries). The merger was duly
filed and accepted and recorded by the Secretary of State of the State of New
York. The plan of merger was submitted to the shareholders of both companies in
December of 1994, and, after shareholder approval the merger was duly completed
on July 1, 1996. The company filed a Form SB-2 with the Securities & Exchange
Commission which became Effective on May 26, 1999.
Studio City Holding Corporation is a media holding company with twelve
subsidiary operations, which specializes in the creation of "entertainment
franchises" and the development of media companies. The Company is a Union
based company with Signatory obligations as follows: Alliance of Motion Picture
and Television Producers, Writers Guild of America, Directors Guild of America,
National Association of Television Program Executives, AFL-CIO, International
Association of Stage and Theatrical Employees, Teamsters, Screen Actors Guild,
Screen Extras Guild, Cartoonist Guild, American Federation of Television
Actors, National Association of Broadcast Engineers, and, all other signatory
unions and guilds.
The Company owns a portfolio of intellectual properties and has
production rights to numerous other intellectual properties for the creation of
products for print, publication, television, recording, and cinematic
distribution.
The Company has built its Business Plan through the creation of an
"internal" business
6
<PAGE> 8
incubator system, which creates, finances, develops, produces, distributes and
exploits products and product lines through each of its subsidiary operations.
Current operations include intellectual properties and projects in
various stages of completion or development. The Parent Company's operations
can be capsulized as follows:
- - STUDIO CITY HOLDING CORPORATION - provides initial capital,
finds/locates/acquires intellectual properties for development, supervises
the development of a management and product creation team, oversees the
production of its product and product lines, provides business acumen,
financial support, administrative logistics, and coordinates the marketing
and distribution of the finished product and its ancillary spin-off products.
The Company focuses on the creation of "entertainment franchises", or, the
"creation of NAME BRAND recognition for media related intellectual
properties". An "entertainment franchise" is defined as an intellectual
property which can create substantial revenues from at least five different
and non-related sources of revenue creation. For example, an intellectual
property would create revenues from (i) publishing, (ii) motion picture
distribution, (iii) television broadcast, (iv) home video sales, (v) audio
product sales, (vi) licensing, (vii) spin-off products, (viii) merchandising,
(ix) ancillary products, and, (x) segmented usage. Each of these areas of
revenue creation are "renewable" financial resources for "entertainment
franchises", with the life expectancy of a "franchise" to be at least seven
years and upwards to perpetuity.
- - FAWNSWORTH INTERNATIONAL PICTURES CORPORATION - a full service motion picture
production and distribution enterprise which produces feature motion pictures
with budgets which range from eight million dollars to twenty million
dollars. This subsidiary owns fifteen intellectual properties for production
and distribution, and, has the option rights to over one hundred intellectual
properties. There are no current plans to spin-off this subsidiary as a
public company.
- - POC-IT PUBLISHING, INCORPORATED - is an "incubator" for the acquisition and
creation of intellectual properties, as well as, being designed as a "niche"
publishing unit. This subsidiary owns forty-four intellectual properties, all
of which are ready for publication. Additionally, the Company has option
rights to 76 intellectual properties. There are no current plans to spin-off
this subsidiary as a public company.
- - QUAGGA ENTERTAINMENT CORPORATION - is a television production and
distribution entity which owns over twenty television and broadcast
intellectual properties. Quagga Entertainment Corporation was registered as a
public company in Connecticut and New York. Quagga Entertainment Corporation
currently owns two intellectual properties which have contingent broadcast
agreements in negotiation.
- - POC-IT COMICS, INCORPORATED - is a comic book publisher. It's first title
"Shadow Raven" was published in July of 1995 as a Limited First Edition, and,
the comic has been spun off as a motion picture project in development.
Poc-It Comics owns three intellectual properties and
7
<PAGE> 9
"comic book franchise titles" for development, which are "The Earth
Warriors", "Magnet Mann", and, "Zircuitte". Original hand art and paintings
have been created for the twelve characters in "The Earth Warriors" and "The
Magnet Mann", and, the artwork for "Zircuitte" is being created in 2-D and
3-D for publication and animation. Current plans for these comic book
franchises include production as a comic books, television series (live
action and animation), video games, and interactive CDRoms.
- - ZWEIG KNIGHTS PUBLISHING CORPORATION - is an "A" Class publisher with
forty-four titles in its portfolio of intellectual properties to publish. In
1995, the Company contracted Calico Creations and Animation in California to
create the "animation key cel art" and "master paintings" for an
"entertainment franchise" entitled, "The Nicholas Stories", which is
comprised of a trilogy of children's books entitled, "The Boy With A Wish",
"The First Flight of St. Nicholas", and, "The Maiden Voyage of Kris Kringle".
The artwork for "The Boy With A Wish" was completed in July of 1996, and, an
"animatic" broadcast version of the book was produced in November of 1996,
and broadcast on Christmas Eve, Christmas Day, New Year's Eve and New Year's
Day on a Warner Brothers/Hearst Communications television station in
Southwest Florida, and, broadcast on Time Warner Cable in the Southwest
Florida region during December 17th through January 5th, 1997. The show
received a .6 rating out of a possible 2.0 rating, and tied with Fox
Broadcasting in the regional ratings. In January of 1999, the Company's
Limited 1st Edition of "The Boy With A Wish" sold out, and, Book #2, "The
First Flight of Saint Nicholas" Limited 1st Edition was published and
released in November of 1998. Book #3,"The Maiden Voyage of Kris Kringle" is
currently creating "master paintings" which are expected to completed by
August 31, 1999. Book #3 is scheduled to be released in November of 1999. The
Company has plans to create an animation of the trilogy is scheduled to be
released and broadcasted either in December, 2000, or, November, 2001.
- - NON-EXISTENT FANTASY SPORTS ASSOCIATION, INC. - is a creator of "virtual
world programming". NEFSA's first major project was the creation,
development, and production of "The 1994 Fan's Choice Fantasy Baseball
Series", a parody of The World Series of Baseball. The "Fantasy Series"
entailed the creation of a seven game series of championship baseball as a
"radio broadcast". This twelve hour broadcast has now been developed into a
Movie of the Week entitled "The Game", which is now in development. The
Company owns a series of "fantasy sporting events", which it are now in
development.
- - SCA GLOBAL RESOURCES, INC. - is a developmental stage company with limited
business activity, which was created to coordinate new revenue streams
through the marketing and management of tangible assets.
- - ZINGRR N-2-AKTIV TELEVISION NETWORK, INC. - is a developmental stage company
with limited business activity. The Company was created to produce
interactive computer and television programming and software utilizing CD Rom
applications.
8
<PAGE> 10
- - THE MAGIC SHOP, INCORPORATED - is a developmental stage company with limited
business activity. The specified purpose of The Magic Shop was to serve as a
filmed entertainment and television production center and business incubator
for entertainment related industries.
- - XENOMORPH DIGITAL POST, INCORPORATED - is a Digital Editing facility with
full capabilities to produce, non-linear edit and produce broadcast
television product, as well as, music video, CD Rom products, and video
cassette products for consumer distribution. The Company owns certain
production and on-line editing equipment, and, utilizes state of the art
digital editing systems for off line editing and composing. The Company
showed modest revenues and sustained a loss during its start-up phase. Among
the products produced through Xenomorph Digital are infocommercials utilized
on Home Shopping Network, QVC, regional television spots, specialty broadcast
programming, and half hour television broadcast products.
- - ZZOONZUIT, INCORPORATED - is a developmental stage company with no business
activity. Prototype product lines are now being created for manufacture by
the Company.
- - INTERNATIONAL CHILDREN'S TELEVISION NETWORK, INC. - is a developmental stage
company with limited business activity. The Company purchased the production
rights to a series of children's stories based on a wily, salty-dog type,
seafaring seven foot high bird called "Willie's Adventures", where Willie
travels the globe over for adventure based on reading and "scientific" facts.
- - ZOLLIPE CYBERSPACE CORPORATION - is a developmental company with no business
activity. The Company was created to capitalize on software and computer
programming that the Company is developing. Product lines currently in
development are interactive and based on "logo" logarithms as created at
M.I.T. for the development of psychological educational training programs for
ages 3 to 12.
- - ACCINEMATRON RELEASING CORPORATION - formerly a proprietorship during the
late 1970's and early 1980's, was reactivated as a motion picture and
television distribution unit for Studio City Holding, with a refreshed
business plan to distribute audio products, video cassettes products, motion
pictures, television programming, and ancillary product spin-offs. Currently
the Company as an ASCAP member is distributing six audio titles, three video
titles, and two television broadcast pilots.
Even though these Subsidiaries are beginning to create product and revenue
streams, the most important asset [besides the intellectual properties] is
centralization of key personnel who have a vested interest in the development
and maximum exploitation of their product lines. These key individuals work as
per need and no overhead is carried at the present time for the development and
distribution of products. Management feels that with proper capitalization,
then each Subsidiary will stand on its own and create substantial revenues for
the stockholders of the Parent Company.
9
<PAGE> 11
Subsequent to the Company's registration, which became Effective on May 26,
1999, the Company and Its Subsidiaries has commenced development plans for
various intellectual properties.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports
(a) Exhibit
EXHIBIT DESCRIPTION
27.0 -- Financial Data Schedule (for SEC use only)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STUDIO CITY HOLDING CORPORATION
[Registrant]
BY:/s/ Larry D. Faw
---------------------------------------
Larry D. Faw
Chairman and President
(Principal Financial/Accounting Officer)
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS ON PAGES 2
AND 3 OF THE COMPANY'S 1998 AUDITS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 101,480
<SECURITIES> 0
<RECEIVABLES> 1,636
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 53,009
<DEPRECIATION> 36,652
<TOTAL-ASSETS> 263,360
<CURRENT-LIABILITIES> 0
<BONDS> 0
1,003,100
1,383
<COMMON> 5,061,077
<OTHER-SE> (8,457,043)
<TOTAL-LIABILITY-AND-EQUITY> 263,360
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 40,034
<TOTAL-COSTS> 40,034
<OTHER-EXPENSES> 180,664
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93,267
<INCOME-PRETAX> (313,965)
<INCOME-TAX> 0
<INCOME-CONTINUING> (313,965)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (313,965)
<EPS-BASIC> (0.010)
<EPS-DILUTED> (0.010)
<FN>
PREPAID-SERVICES 3,469
INVESTMENTS 56,823
INTANGIBLES 83,150
ORGANIZATION-COSTS 1,986
AMORTIZATION 1,541
NOTE-PAYABLE 2,204,518
ACCRUED-INTEREST 415,910
ACCRUED-EXPENSES 34,415
</FN>
</TABLE>
