SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to
the Securities Exchange Act of 1934
Fiscal Year Ended April 30, 2000
Commission file number 000-27211
COLORADO COMMUNITY BROADCASTING, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1469319
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Title of each class
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 the filing
requirements for at least the past 90 days. Yes X No
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $0
There were 225,000 shares of the Registrant's common stock outstanding as of
April 30, 2000.
The aggregate market value of the 25,000 shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on April 30, 2000.
<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
PART I
Item 1. BUSINESS
History
Colorado Community Broadcasting, Inc. (the "Company") was formed on
June 23, 1998. The Company contracted to purchase the low power
television license and station serving Estes Park, Colorado. It planned
to operate the station to broadcast local programming mixed with
appropriate national programming. The Company was unable to complete
purchase arrangements and withdrew from the contract.
The Company is now seeking other low power station opportunities in
market areas in the western US. On April 17, 2000, the Company entered
into a Letter of Intent to purchase a low power television license of
Station K68CW owned by County Service Area 29 in Lucerne, California.
The essential terms of the Letter of Intent are as follows:
1. The Company will purchase the Station for $40,000.
2. The offer is contingent on a review and acceptance of the frequency
engineering and on site inspection of the equipment installed to date.
These reviews will be colleted within 30 days of the signing of the
Agreement. Within 10 days following the execution of this Agreement,
the County Service Area 29 will provide the Company with all available
engineering data related to the Station and all other data reasonable
required by the Company in order for the Company to perform it due
diligence.
3. Within 10 days of the acceptance and execution of this Agreement,
the Company will provide the County Service Area 29 with proof of
financial capability and a $4,000 non-refundable deposit to a mutually
acceptable escrow account (the "Escrow Account") which will be applied
to the purchase price at closing.
4. Upon acceptance of the Agreement, the Company will proceed with the
drafting of a definitive purchase Agreement (the "Purchase Agreement")
with the intent that it is mutually agreed to and signed within sixty
days and closing to occur ten days thereafter providing all approvals
have been secured and all conditions of closing have been satisfied,
with the exception of FCC approvals. The Company at its expense will
apply for a change of location from the FCC.
5. Upon execution of the Agreement and the approval of the FCC of the
change of location, the Company will deposit an additional $10,000
deposit into the Escrow Account which will be applied to the purchase
price.
<PAGE>
6. Upon receipt of the second deposit, County Service Area 29 will seek
permission of the Federal Communications Commission to transfer the
ownership of the Station to the Company. Within thirty days of the said
FCC approval, the Company will pay the County Service Area 29 the
balance of $36,000.
The Letter of Intent has been extended to October 31, 2000. The Company
is continuing its review of pertinent information and data.
There has been no financing, cash or equity, arranged for this
transaction. The Company will seek financing from private sources once
it develops a business plan to use the station.
Financial Information About Industry Segments
---------------------------------------------
See "Financial Statements and supplementary Data," Item 7 below.
Narrative Description of Business
---------------------------------
The Company does not now have any business operations.
The Lower Power Television Service (LPTV) was established by the
Federal Communications Commission in 1982. It was primarily intended to
provide opportunities for locally-oriented television service in small
communities, both rural communities and individual communities within
larger urban areas. LPTV presents a less expensive and very flexible
means of delivering programming tailored to the interests of viewers in
small localized areas, providing a means of local self-expression. In
addition, LPTV has created opportunities for new competitors in
television broadcasting, and it has permitted fuller use of the
broadcast spectrum. The Company intends to seek other low power
stations for acquisition.
With their narrow geographic coverage, unaffiliated status and local
programming focus, low-power TV stations are playing an increasingly
important role in today's broadcasting mix. For independent
videomakers, they present one of the most exciting opportunities to
come along since leased access cable.
In the first calendar quarter of 1999, the Company raised $24,500 in a
private placement. For the period of 1998 through date hereof, the
Company had no revenues or business. The Company has no commercial
operations as of date hereof. The Company has no full-time employees
and owns no real estate.
The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more low power TV stations and to pursue
other related activities intended to enhance shareholder value. The
acquisition of a station may be made by purchase, merger, exchange of
stock, or otherwise, and may encompass assets or a business entity,
such as a corporation, joint venture, or partnership. The Company has
minimal capital.
<PAGE>
The Company intends to seek opportunities demonstrating the potential
of long-term growth as opposed to short-term earnings.
Low-power TV (LPTV) is relatively unused broadcast category created by
the Federal Communications Commission (FCC). While high-power TV
stations boast large antennae and enough power to transmit many miles,
their low-power counterparts have smaller antennae, less expensive gear
and transmit within a much more limited area. A typical LPTV station
has a reach of between five and twenty miles. Most easily cover an
average city; many can reach entire counties.
The local LPTV niche can actually contain several different markets,
especially in areas with diverse populations. For independent producers
who want their programming on LPTV, that local angle is critical. The
sorts of shows successfully produced by independents for LPTV: special
interest programming; high school sports; neighborhood call-in shows;
regional real estate and legal advice shows; city and country political
forums; local church services; community arts and entertainment
programs, and a wide range of talk show formats covering local issues
not seen on national TV. Low-power TV opens up opportunities for
videomakers to get their programming into a commercial broadcasting
environment. Independent producers in markets where LPTV exists should
definitely view it as potential sources to air their programming, now
and in the future.
LPTV Industry
In March 1982, the Federal Communications Commission adopted final
rules with regard to the establishment of a new broadcasting service
called Low Power Television (LPTV), which rules were effective on June
7, 1983. Beginning in 1980, the FCC authorized the FCC Mass Media
Bureau to accept, process and grant conditional applications for LPTV
stations while rules were finalized. As of the date hereof there are
approximately 2000 LPTV licenses which have been granted.
Functioning in the same manner as full power (conventional) television
stations, but without many of the regulatory burdens imposed upon full
power television stations, LPTV stations are allowed to:
o Broadcast programs produced locally;
o Retransmit signals received via satellite;
o Broadcast advertisements;
o Broadcast encoded or "scrambled" signals for which viewers would have
to lease or purchase decoding devices; and
o Broadcast computerized encoded data for business.
LPTV stations can be built and can operate at a lower cost than full
service stations because the equipment LPTV stations use is less
expensive, the relaxed rules for the service enable staff costs to be
reduced and the costs of electricity, a major budget item for full
power television stations, are lower for LPTV stations. Lower
<PAGE>
construction and operating costs will enable LPTV stations to offer
lower advertising rates. In addition, while a company may only own
seven full power television stations, a company may own an unlimited
number of LPTV stations.
The FCC currently limits the power of LPTV stations to 150 kw of
effective radiated power for UHF stations and 3 watts of power for VHF
stations. The effect of such power limitations is to reduce the
broadcast range, as compared with full power television stations. The
effective transmission range of LPTV stations may be anticipated to
extend 15 to 30 miles depending upon numerous factors including the
topography of the area, channel selected, and the transmitter output.
Before the construction of an LPTV station begins, the FCC requires
that a construction permit be granted. From the date the construction
permit is issued, the FCC requires that construction of an LPTV station
must be completed and the station be operation within three years. If
this deadline is not met, the construction permit must be turned back
to the FCC. The FCC envisions no extensions of time will be granted,
the only possible exception being documented evidence of unforeseen and
unavoidable delay in delivery of equipment that was contracted for
properly. Construction of LPTV facilities, including acquisition and
installation of equipment is in high demand, and the Company will rely
upon parties not within its control for equipment. Although the Company
will endeavor to meet the construction deadlines for any LPTV licenses
it obtains, there is no assurance it will be able to do so, or, if
necessary, that it will be able to secure extensions of time.
The operation of an LPTV station depends upon a license issued by the
FCC and licenses will only be granted after a station is constructed
and operational. Without such license, the station cannot operate. An
LPTV license will be issued for a period of eight years. At the
expiration of this period, the licensee will have to apply for renewal
which, if granted, would extend the period for an additional five
years. The licensee is subject to the risk that its license may not be
renewed. Additionally, the FCC has the authority to revoke a license
prior to its expiration for serious misconduct and to assess monetary
forfeitures. Continuance of a license is dependent upon compliance with
the laws and regulations relating to the operation of LPTV stations.
LPTV is not a new broadcast service having existed for 18 years.
Renewals of licenses can be made for 8-year terms.
All LPTV stations will receive secondary spectrum priority only.
Secondary spectrum priority means an LPTV station may not cause
objectionable interference to existing full power television stations.
If an LPTV station does cause objectionable interference, it is
responsible for eliminating that interference or it must go off the
air. Further, an existing LPTV station that would cause objectionable
interference to a new or proposed full power television station or to
an existing full power television station which seeks to improve its
facility, must cease operations or somehow eliminate the objectionable
interference to the full power television station.
The Communications Act of 1934, as amended, and the rules promulgated
pursuant thereto require that prior to the transfer of control of a
licensee, the proposed transfer must receive the approval of the FCC. A
transfer of control can take place when any individual stockholder,
<PAGE>
family group or any group in privity gains or loses affirmative or
negative control. Affirmative control means control of more than 50% of
the voting stock; negative control consists of control exactly 50% of
the voting stock. A transfer of control also is effectuated at such
time as 50% or more of the stock passes out of the hands of the
shareholders who held stock at the time the original authorization for
the construction permit was issued. Therefore, if an LPTV construction
permit is issued to the Company, the Company must establish internal
controls to monitor compliance with this requirement.
Item 2. PROPERTIES
----------
Facilities
----------
The Company has no property. The Company does not currently maintain an
office or any other facilities. It does currently maintain a mailing
address at 10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033. The
Company pays no rent for the use of this mailing address. The Company
does not believe that it will need to maintain an office at any time in
the foreseeable future in order to carry out its plan of operations
described herein.
Real Property
-------------
None
Mineral Properties
------------------
None
Item 3. LEGAL PROCEEDINGS
-----------------
As of April 30, 2000, the Company was neither a party nor were any of
its properties subject to any legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matters were submitted during the period covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.
<PAGE>
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
As of the date of this report, there has been no trading or quotation of
the Company's common stock. The range of high and low trade quotations for each
fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows:
2000 High Low
First quarter * *
1999 High Low
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
1998 High Low
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
1997 High Low
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
* No quotations
The above quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent actual
transactions.
As of April 30, 2000, there were 20 record holders of the Company's
common Stock.
The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
------------------------------------------------------------------------
OF OPERATIONS
-------------
Financial Condition and Changes in Financial Condition
------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
The Company had total assets of $19,804 in cash at year-end and
liabilities of $1,100. The Company has insufficient assets and cash to carry on
any operations and will have to sell stock or borrow money to achieve any
capital. The Company has no source for any such capital, whatsoever.
Results of Operations
---------------------
Year ended April 30, 2000 compared to year ended April 30, 2000.
The Company had no revenues or operations for the year ended April 30, 2000.
While the company sought business opportunities in the low power television
station business in the year, its attempts to acquire any were unsuccessful. The
company incurred $5,253 in administrative expenses in year ended April 30, 2000
compared to $2,793 in the year ended April 30, 1999.
In the year ended April 30, 2000, the Company had on operating loss of ($5,253)
compared to the prior year's loss of ($2,793). Net loss per share in year ended
April 30, 2000 was ($.02) per share compared to a loss in the prior fiscal year
of ($.01) per share.
Year 2000 Issues
Year 2000 problems result primarily from the inability of some computer software
to property store, recall, or use data after December 31, 1999. These problems
may affect many computers and other devices that contain embedded computer
chips. The Company's operations, however, do not rely on information technology
(IT) systems. Accordingly, the Company does not believe it will be material
affected by Year 2000 problems.
The Company relies on non-IT systems that may suffer from Year 2000 problems,
including telephone systems and facsimile and other office machines. Moreover,
the Company relies on third-parties that may suffer from Year 2000 problems that
could affect the Company's operations, including banks, oil field operators, and
utilities. In light of the Company's substantially reduced operations, the
Company does not believe that such non-IT systems or third-party Year 2000
problems will affect the Company in a manner that is different or more
substantial than such problems affect other similarly situated companies or
industry generally. Consequently, the Company does not currently intend to
conduct a readiness assessment of Year 2000 problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.
<PAGE>
Item 7. Financial Statements and Supplementary Data
-------------------------------------------
Please refer to pages F-1 through F-7.
Item 8. Changes in and Disagreements on Accounting and Financial Disclosure
-------------------------------------------------------------------
In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).
The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.
PART III
Item 9. Directors and Executive Officers of the Registrant and Compliance with
-----------------------------------------------------------------------
Section 16(a)
-------------
The directors and executive officers of the Company as of April 30, 2000, are as
follows:
Name Age Position Term
---- --- -------- ----
Victor F. Mantecon 51 President and Director Annual
Adelisa Shwayder 61 Secretary/Treasurer and Director Annual
Wesley F. Whiting 66 Director Annual
Victor F. Mantecon, President and Director, has been in Hispanic media
for all his professional career, having begun his career as a Spanish language
radio announcer on KCUL-FM in 1965. In 1965, a Dallas radio station began
broadcasting eight hours of Spanish programming daily. Over the next five years,
Mr. Mantecon served in the development of the station, both in programming and
marketing, under the direction of Marcos Rodriguez, Sr., who in 1976 bought the
station changed the name to KESS FM, and established the first twenty-four hour
Spanish radio station in the Metroplex. Over the next ten years, Mr. Mantecon
developed an experience in all phases of Spanish radio: programming, operations,
marketing, and became station manager of both KESS, and its sister station KRVA.
In 1981-82, Mr. Mantecon later moved to station KTIA as GM for two years, and
four years manager of KUQQ AM (1983-1987, the first English delivery bilingual
format in the country. Mr. Mantecon is currently is currently president of
Hispano Independent Television (HIT-TV) since 1999), involved in the creation of
the first bilingual Television network in the U.S., and the acquisition of
television properties in high density Hispanic markets. He served as general
manager of Raylo Television, the first Univision network feed in the metroplex
on Channel 33 (1981-1982). He began Association with Mision Products as
producers of Buenos Dias Dallas-Fort Worth, the first daily live morning show on
<PAGE>
the Univision affiliate Ch 23, (November 19991-June 1993). The show was changed
to De Todo Un Poco in September, 1993). 1993 when it began airing as an
afternoon show at 5:00 p.m.
Adelisa Shwayder, Secretary and Director, received a BS from the
University of Puerto Rico and an MS from Stanford University. She is currently a
school psychologist for the Denver Public School system. She was previously a
school psychologist for Arlington County Virginia and the Illinois Department of
Child Development.
Wesley Whiting, Director, Mr. Whiting was President, director, and
secretary of Berge Exploration, Inc. (1978-88) and president, vice president,
and director of NELX, Inc. (1994-1998), and was vice president and director of
Intermountain Methane Corporation (1988-91), and president of Westwind
Production, Inc. (1997-1998). He was a director of Kimbell deCar Corporation
1998 to 2000, and he has been President and a director of Dynadapt System, Inc.
since 1998, and JNS Marketing, Inc. since 1999.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.
The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.
1. The following people did not file reports under Section 16(a) dur-
ing the most recent fiscal year:
a. Victor F. Mantecone President and Director
b. Adelisa Shwayder Secretary and Director
c. Wesley F. Whiting Director
<PAGE>
2. For each person, listed by subparagraph letter above:
Number of late Number of Known failures
reports transactions not to file forms required
reported on a
timely basis
-------------- ---------------- ----------------------
a. 1 none 1
b. 1 none 1
c. 1 none 1
Item 10. Executive Compensation
----------------------
The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended April 30, 2000. No one executive officer received,
or has accrued for his benefit, in excess of $60,000 for the year. No cash
bonuses were or are to be paid to such persons.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards
Name and Principal Securities
Position Salary Bonus ($) Other Annual Restricted Stock Underlying
Year ($) Compensation ($) Award(s)($) Options/SARs(#)
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Victor F. Mantecon, 0 0 0 0 0
President 2000
--------- ---------- ------------- ----------------------- ---------------------- ----------------------
1999 0 0 0 0 0
--------- ---------- ------------- ----------------------- ---------------------- ----------------------
1998 0 0 0 0 0
--------- ---------- ------------- ----------------------- ---------------------- ----------------------
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Adelisa Shwayder, 0 0 0 0 0
Secretary 2000
--------- ---------- ------------- ----------------------- ---------------------- ----------------------
1999 0 0 0 0 0
--------- ---------- ------------- ----------------------- ---------------------- ----------------------
1998 0 0 0 0 0
======================== ========= ========== ============= ======================= ====================== ======================
</TABLE>
The Company has no employee incentive stock option plan.
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
<PAGE>
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
------------------------------------------
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<S> <C> <C> <C> <C> <C>
Cash Compensation Security Grants
Name Annual Retainer Meeting Fees Consulting Number of Number of Securities
Fees ($) ($) Fees/Other Fees ($) Shares (#) Underlying Options/SARs(#)
--------------------------------- ----------------- -------------- --------------------- ------------- -----------------------------
A. Director 0 0 0 0 0
Victor F. Mantecon
B. Director 0 0 0 0 0
Adelisa Shwayder
C. Director 0 0 0 0 0
Wesley F. Whiting
</TABLE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth information, as of April 30, 2000, with
respect to the beneficial ownership of the Company's no par value common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock.
Number of Percentage of
Name Shares Owned Class
-------------------------------------- --------------------- -------------------
Victor F. Mantecon 0 0
Adelisa Shwayder 200,000 88%
Wesley F. Whiting 0 0
Officers and Directors as a group 200,000 88%
<PAGE>
PART IV
-------
Item 12. Certain Relationships and Related Transactions.
----------------------------------------------
For information concerning restrictions that are imposed upon the securities
held by current stockholders, and the responsibilities of such stockholders to
comply with federal securities laws in the disposition of such Common Stock, see
"Risk Factors - Rule 144 Sales."
No officer, director, or affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.
The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third party or affiliate for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock or in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether or in what amount such a
stock issuance might be made.
Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.
Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
Transactions with Management and Others
---------------------------------------
There were no transactions or series of transactions during the Registrant's
last fiscal year or the current fiscal year, or any currently proposed
transactions or series of transactions of the remainder of the fiscal year, in
which the amount involved exceeds $60,000 and in which to the knowledge of the
Registrant, any director, executive officer, nominee, future director, five
percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
--------------------------------
The following documents are filed as part of this report:
1. Reports on Form 8-K: None
2. Exhibits:
INDEX
Regulation
S-K Number Exhibit Page Number
3.1 Articles of Incorporation *Incorporated by reference
to Registration Statement
#000-27211
3.2 Bylaws *Incorporated by reference
to Registration Statement
#000-27211
10.1 Letter of Intent for Station K68CW 18
27.1 Financial Data Schedule F-1 - F-7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COLORADO COMMUNITY BROADCASTING, INC.
(Registrant)
Date: October 10, 2000
/s/ Victor F. Mantecon
-----------------------------------------
Victor F. Mantecon, President
<PAGE>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Financial Statements
For the Period March 16, 1998 (Inception) to April 30, 2000
<PAGE>
Michael Johnson & Co., LLC
9175 E. Kenyon Ave., #100
Denver, CO 80237
Telephone: (303) 796-0099
Fax: (303) 796-0137
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Colorado Community Broadcasting, Inc.
Wheat Ridge, Colorado
We have audited the accompanying balance sheets of Colorado Community
Broadcasting, Inc. as of April 30, 2000 and 1999, and the related statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended and for the period March 16, 1998 to April 30, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Colorado Community
Broadcasting, Inc., as of April 30, 2000 and 1999 and the results of their
operations and their cash flows for the years ended April 30, 2000 and 1999 and
for the period March 16, 1998 (inception) to April 30, 2000 in conformity with
generally accepted accounting principles.
/s/ Michael Johnson & Co., LLC
Denver, Colorado
May 2, 2000
<PAGE>
<TABLE>
<CAPTION>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Balance Sheets
April 30,
<S> <C> <C>
2000 1999
------------ -------------
ASSETS:
Cash $ 19,804 $ 15,057
------------ -------------
TOTAL ASSETS $ 19,804 $ 15,057
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts Payable $ - $ 250
Short-term Borrowings from Shareholders 1,100 1,100
------------ -------------
TOTAL CURRENT LIABILITIES 1,100 1,350
------------ -------------
Stockholders' Equity:
Common stock, $.0001 par value, 100,000,000
shares authorized, 225,000 shares issued and outstanding 22 22
Additional paid-in capital 26,978 26,978
Subscription receivable (250) (10,500)
Deficit accumulated during the development stage (8,046) (2,793)
------------ -------------
Total Stockholders' Equity 18,704 13,707
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,804 $ 15,057
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Statement of Operations
<S> <C> <C> <C>
For the For the March 16, 1998
Year Ended Year Ended (Inception) thru
April 30, April 30, April 30,
2000 1999 2000
-------------- ------------- --------------
INCOME $ - $ - $ -
OPERATING EXPENSES:
Professional Fees 3,590 2,000 5,590
Bank Charges 15 80 95
Telephone - 50 50
Entertainment - 38 38
Travel 1,648 625 2,273
-------------- ------------- --------------
Total Operating Expenses 5,253 2,793 8,046
-------------- ------------- --------------
Net Loss from Operations $ (5,253) $ (2,793) $ (8,046)
============== ============= ==============
Weighted average number of
shares outstanding 225,000 112,500
============== =============
Net Loss Per Share $ (0.02) $ (0.01)
============== =============
</TABLE>
The accompanying notes are an integral part of these financials statements.
<PAGE>
<TABLE>
<CAPTION>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Period March 16, 1998 to April 30, 2000
<S> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Subcription Development
Shares Amount Capital Receivable Stage Totals
------ ------ ------- ---------- ----- ------
Balance - March 16, 1998 - $ - $ - $ - $ - $ -
------- ------ ------- -------- -------- ---------
Balance - April 30, 1998 - - - - - -
------- ------ ------- -------- -------- ---------
Stock issued for services 200,000 20 1,980 - - 2,000
Stock issued for cash 25,000 2 24,998 (10,500) - 14,500
Net loss for year - - - - (2,793) (2,793)
------- ------ ------- -------- -------- ---------
Balance - April 30, 1999 225,000 22 26,978 (10,500) (2,793) 13,707
------- ------ ------- -------- -------- ---------
Cash payment of subcription receivable - - - 10,250 - 10,250
Net loss for year - - - - (5,253) (5,253)
------- ------ ------- -------- -------- ---------
Balance - April 30, 2000 225,000 $ 22 $26,978 $ (250) $(8,046) $18,704
======= ====== ======= ======== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Statements of Cash Flows
<S> <C> <C> <C>
For the For the March 16, 1998
Year Ended Year Ended (Inception) thru
April 30, April 30, April 30,
2000 1999 2000
---------------- ------------- --------------
Cash Flows From Operating Activities:
Adjustments to reconcile net loss to net cash
used in operating activities:
Net (Loss) $ (5,253) $ (2,793) $ (8,046)
Non-cash item included in loss:
Stock issued for services - 2,000 2,000
Changes in assets and liabilities:
Increase in Accrued Expenses (250) 250 -
---------------- ------------- --------------
(250) 250 -
---------------- ------------- --------------
Net Cash Used in Operating Activities (5,503) (543) (6,046)
---------------- ------------- --------------
Cash Flow From Financing Activities:
Proceeds from Short-Term Borrowings - 1,100 1,100
Issuance of Common Stock 10,250 14,500 24,750
---------------- ------------- --------------
Net Cash Provided By Financing Activites 10,250 15,600 25,850
---------------- ------------- --------------
Increase (Decrease) in Cash 4,747 15,057 19,804
Cash and Cash Equivalents - Beginning of period 15,057 - -
---------------- ------------- --------------
Cash and Cash Equivalents - End of period $ 19,804 $ 15,057 $ 19,804
================ ============= ==============
Supplemental Cash Flow Information:
Cash paid for :
Interest paid $ - $ - $ -
================ ============= ==============
Taxes paid $ - $ - $ -
================ ============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Notes to Financial Statements
April 30, 2000
Note 1 - Organization and Summary of Significant Accounting Policies:
-----------------------------------------------------------
Organization:
------------
Colorado Community Broadcasting, Inc. (the "Company") was incorporated
on March 16, 1998 in the state of Colorado. The Company is primarily
engaged in raising capital funds from investors and contracting to
purchase a low power television license and station.
The Company fiscal year end is April 30.
Basis of Presentation - Development Stage Company
-------------------------------------------------
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted
for as those of a "Development Stage Enterprise" as set forth in
Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
the disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows
disclose activity since the date of the Company's inception.
Basis of Accounting:
-------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly-liquid debt instruments, purchased
with an original maturity of three months, to be cash equivalents.
Use of estimates:
----------------
The preparation of 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 contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
Net Loss Per Share:
------------------
Net loss per share has been computed by dividing net loss by the
weighted average number of common shares and equivalents outstanding.
Stock Subscription:
------------------
The Company records a stock subscription once the Subscription
Agreement is accepted.
<PAGE>
COLORADO COMMUNITY BROADCASTING, INC.
(A Development Stage Company)
Notes to Financial Statements
April 30, 2000
Income Taxes:
------------
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes. Under this approach, deferred income taxes are determined based
upon differences between the financial statement and tax bases of the
Company's assets and liabilities and operating loss carryforwards using
enacted tax rates in effect for the years in which the differences are
expected to reverse. Deferred tax assets are recognized if it is more
likely than not that the future tax benefit will be realized.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, accounts payable, and accrued expenses are
considered to be representative of their respective fair values because
of the short-term nature of these financial instruments.
Note 2 - Capital Stock Transactions
--------------------------
The authorized capital stock of the Company is 100,000,000 shares of
common stock at $.0001 par value. The Company has issued 225,000 shares
to sixteen individuals for $25,000 cash and services as of April 30,
2000.
Note 3 - Income Taxes
------------
There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all
periods and for all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of deferred tax assets are as follows:
Deferred tax assets
Net operating loss carryforwards $8,046
Valuation allowance for deferred tax assets (8,046)
-------
Net deferred tax assets $ -
=======
Realization of deferred tax assets is dependent upon future earnings,
if any, the timing and amount of which are uncertain. Accordingly, the
net deferred tax assets have been fully offset by a valuation
allowance. As of April 30, 2000, the Company had net operating loss
carryforwards of approximately $8,046 for federal income tax purposes.
These carryforwards, if not utilized to offset taxable income begin to
expire in 2113. Utilization of the net operating loss may be subject to
substantial annual limitation due to the ownership change limitations
provided by the Internal Revenue Code and similar state provisions. The
annual limitation could result in the expiration of the net operating
loss before utilization.
Note 4 - Short-Term Borrowings
---------------------
Officers of the Company have provided services and advanced cash to the
Company for operations. These advances are unsecured, bear no interest,
and due on demand.
