As filed with the Securities and Exchange Commission on December 3, 1999
File No. __________
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS Under Section 12(b) or (g) of The Securities
Exchange Act of 1934
Visual-Presentation Systems, Inc.
(Name of small business issuer in its charter)
Delaware 75-2472364
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16910 Dallas Parkway, Suite 100 (972) 248-1922
Dallas, TX 75248 Telephone Number
(Address of principal executive offices)
Kevin B. Halter
16910 Dallas Parkway, Suite 100,
Dallas, TX 75248
(Name, address and phone number for agent for service)
Copies to:
Dominic M. Federico, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
Securities to be registered under Section 12(b) of the Act: none
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.00001 par value per share
<PAGE>
PART I
Item 1 DESCRIPTION OF BUSINESS
General
Visual-Presentation Systems, Inc. ("Company") is filing this Form 10-SB on a
voluntary basis in order to make the company's financial information equally
available to all parties, including potential investors, and to meet certain
listing requirements for publicly traded securities.
History of the Company
The Company was incorporated on March 10, 1993 under the laws of the State of
Delaware. The Company since inception through December 31, 1996 was in the
business of marketing electronic imaging displays for office presentation
purposes. The Company did not produce enough revenues to warrant the
continuation of said business, and it ceased this business, liquidating its
inventory and fully paying all of its liabilities. Since that time until the
present period, the Company has not had any operations.
Commencing in the fourth quarter of 1999, the Management of the Company has
decided to commence a new business operation, producing Special Event Shows
("Shows") open to the general public.
Industry Overview and Opportunity
There are over 38,000 Fairs, Festivals and other Public Events ("Events") that
are hosted annually by various entities in the United States. These Events are
generally conducted in enclosed buildings and are open to the public only a
limited number of days. During these Event days, various exhibitors sell
merchandise and services to the general public, who normally pay an admission
price to visit these Shows.
The success of these Events depend on promotional advertising of the Events,
satisfactory weather conditions and competition of possible other events in the
same city. Producers of these Events receive their revenues from selling booth
spaces to exhibitors and collecting admission fees from visitors to the Events.
A well-organized Event that is appealing to the general public, can be a
financially rewarding event for the Event producers.
Market Overview
The Company intends initially to conduct its Shows in the Metropolitan Dallas,
Texas area and concentrate on Shows that it feels has the greatest public
interest. The Company's first production will be the Dallas Food, Gift, Craft &
Variety Show, to be held on Saturday and Sunday, May 6 & 7 at the Dallas Market
Hall. The Company has carefully selected these dates to bring forth the greatest
number of exhibitors and attendees before the summer vacation season begins and
while the weather is usually very pleasant.
Competition
The competition for consumer attendance at various Events can be fierce. In the
city of Dallas during dates booked for the Company's first Show, major league
baseball, hockey and basketball can become a strong competitor for attendance.
The production of Shows is highly competitive. The Company is in competition
with entities that have greater financial resources and greater experience than
the Company.
Environmental Matters
The Company is not aware of any environmental liability relating to its
operations that would have a material adverse effect on the Company, its
business, assets or results of operations.
2
<PAGE>
Inflation
Inflation has not historically been a material effect on the Company's
operations and is not expected to have a material impact on the Company or its
operations in the future.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company for all practical purposes has not had any operations since December
31, 1996 when it discontinued its business of marketing electronic imaging
displays. Since the Company currently has no substantial assets to conduct its
new business operations, it will be reliant for the necessary funding from its
parent, Halter Capital Corporation who has indicated that it will fund the
entire production of the Company's first Show.
Item 3 DESCRIPTION OF PROPERTY
The Company does not own any properties.
Item 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Company's common stock ownership on December 1, 1999 by (1) any
person (including any "group") who is known by the Company to own beneficially
more than 5% of its outstanding Common Stock, (2) each director and executive
officer, and (3) all executive officers and directors as a group.
Name and address Shares Owned Percentage
- -------------------------- ------------ ----------
Halter Capital Corporation 100,000 100%
16910 Dallas Parkway
Suite 100
Dallas, TX 75248
Item 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of the Company are listed below with information
about their respective backgrounds.
Name Age Position
- ---- --- --------
Kevin B. Halter 64 Chairman, President, CEO & Director
Kevin B. Halter, Jr. 39 Secretary, Treasurer & Director
Kevin B. Halter has served as Chairman, President, CEO and a director of the
Company since its inception. Mr. Halter has served as Chairman of the Board,
President and Chief Executive Officer of Halter Capital Corporation, a privately
held investment and consulting company, since 1987. Mr. Halter has served as
Chairman of the Board and President of Millennia, Inc. and Chairman of the Board
of Digital Communications Technology Corporation since 1994. Mr. Halter is the
father of Kevin B. Halter, Jr.
Kevin B. Halter, Jr. has served as Secretary Treasurer and a Director of the
Company since inception. Mr. Halter also serves as Vice President, Secretary and
a Director of Halter Capital Corporation. He is the President of Securities
Transfer Corporation, a stock transfer agency registered with the Securities and
Exchange Commission, a position he has held since 1987. Mr. Halter has served as
Vice President, Secretary and a director of Millennia, Inc. and Digital
Communications Technology Corporation since 1994. He is the son of Kevin B.
Halter.
3
<PAGE>
Item 6 EXECUTIVE COMPENSATION
The Company currently pays no compensation to its officers and directors and has
paid no compensation in any amount or of any kind to its executive officers or
directors for the fiscal years ended December 31, 1997 and 1998.
Item 7 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
None
Item 8 DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 10,000,000 shares of
preferred stock with a par value of $0.00001 per share, and 10,000,000 shares of
common stock with a par value of $0.00001 per share. The holders of common stock
(1) are entitled to one non-cumulative vote per share on all matters that the
stockholders may vote on at meetings of stockholders; (2) do not have
pre-emptive, subscription or conversion rights, and there are no redemption of
sinking fund provisions applicable thereto; and (3) are entitled to share
ratably in the assets of the Company, after the payment of all debts and
liabilities, available for distribution to holders of common stock upon the
liquidation, dissolution or winding up of affairs of the Company. The Company
has no preferred stock, debentures, warrants, options or other instruments
outstanding or that could be converted into common stock of the Company.
Holders of shares of the common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares
("majority shareholders", when voting for the election or directors, can elect
all of the directors and, in such situations, the holders of the remaining
shares will not be able to elect as the Company's directors anyone other than
those candidates supported by the majority shareholders. Holders of shares of
the common stock are entitled to receive dividends if and when declared by the
Board of Directors out of funds legally available therefore.
PART II
Item 1 MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
RELATED SHAREHOLDER MATTERS
As of the date of this filing, there is no public market for the Company's
common stock. As of December 1, 1999 all 100,000 of the 100,000 shares issued
and outstanding are deemed to be "restricted securities" as defined in Rule 144
under the Securities Act. Restricted shares may be sold in the public market
only if registered or if they qualify for an exemption from registration under
Rule 144 promulgated under the Securities Act.
In general, under Rule 144, any person, or persons whose shares are aggregated,
who has beneficially owned restricted shares for at least one year is entitled
to sell, within any three-month period, a number of shares that does not exceed
the greater of 1% of thee then outstanding shares of common stock, or the
average weekly trading volume during the four calendar weeks preceding such
sales. Sales under Rule 144 are also subject to the requirements as to the
manner of sale, notice and availability of current public information about the
Company. In addition, restricted shares, which have been beneficially owned for
at least two years and which are held by non-affiliates, may be sold free of any
restrictions under Rule 144.
Dividend Policy
The Company has never paid or declared a cash dividend on its Common Stock. The
Board of Directors does not intend to declare or pay cash dividends in the
foreseeable future. It is the current policy to retain all earnings if any, to
support future growth and expansion.
4
<PAGE>
Item 2 LEGAL PROCEEDINGS
The Company is not a party to any pending litigation nor is it aware of any
threatened legal proceedings.
Item 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
Item 4 RECENT SALES OF UNREGISTERED SECURITIES
None
Item 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's bylaws provide that the Company will indemnify its directors and
officers to the full extent authorized or permitted under Delaware law.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of the Company, the registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is unenforceable.
PART III
Item 1 INDEX TO EXHIBITS
Item 2 DESCRIPTION OF EXHIBITS
Exhibit
Number 27 Financial Data Schedule
5
<PAGE>
VISUAL PRESENTATION
SYSTEMS, INC.
(a wholly-owned subsidiary of
Halter Capital Corporation)
Financial Statements
and
Auditor's Report
June 30, 1999 and
December 31, 1998 and 1997
S. W. HATFIELD, CPA
certified public accountants
Use our past to assist your future sm
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
CONTENTS
Page
----
Report of Independent Certified Public Accountants F-3
Financial Statements
Balance Sheets as of June 30, 1999, December 31, 1998 and 1997 F-4
Statements of Operations and Comprehensive Income
for the six months ended June 30, 1999 and
for the years ended December 31, 1998 and 1997 F-5
Statement of Changes in Stockholder's Equity
for the six months ended June 30, 1999 and
for the years ended December 31, 1998 and 1997 F-6
Statements of Cash Flows
for the six months ended June 30, 1999 and
for the years ended December 31, 1998 and 1997 F-7
Notes to Financial Statements F-8
F-2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
Visual Presentation Systems, Inc.
We have audited the accompanying balance sheets of Visual Presentation Systems,
Inc. (a Delaware corporation and a wholly-owned subsidiary of Halter Capital
Corporation) as of June 30, 1999, December 31, 1998 and 1997 and the related
statements of operations and comprehensive income, changes in stockholders'
equity and cash flows for the six months ended June 30, 1999 and for each of the
years ended December 31, 1998 and 1997, respectively. 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 audits to obtain
reasonable assurance about whether the financial statements are 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 Visual Presentation Systems,
Inc. as of June 30, 1999, December 31, 1998 and 1997, and the results of its
operations and its cash flows for the six months ended June 30, 1999 and each of
the years ended December 31, 1998 and 1997, respectively, in conformity with
generally accepted accounting principles.
S. W. HATFIELD, CPA
Dallas, Texas
September 14, 1999
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-3
<PAGE>
<TABLE>
<CAPTION>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
BALANCE SHEETS
June 30, 1999, December 31, 1998 and 1997
June 30, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
------
Current Assets
Cash on hand and in bank $ 65 $ 65 $ 615
Advances to parent company 1,500 1,500 1,000
------------ ------------ ------------
Total Assets $ 1,565 $ 1,565 $ 1,615
============ ============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Liabilities $ -- $ -- $ --
------------ ------------ ------------
Commitments and Contingencies
Stockholder's Equity
Preferred stock - $0.00001 par value
10,000,000 shares authorized; none
issued and outstanding -- -- --
Common stock - $0.00001 par value
10,000,000 shares authorized
100,000 issued and outstanding 1 1 1
Additional paid-in capital 999 999 999
Accumulated deficit 565 565 615
------------ ------------ ------------
Total stockholders' equity 1,565 1,565 1,615
------------ ------------ ------------
Total Liabilities and Stockholder's Equity $ 1,565 $ 1,565 $ 1,615
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six months ended June 30, 1999 and
Years ended December 31, 1998 and 1997
Six months Year Year
ended ended ended
June 30, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
------------ ------------ ------------
Expenses
General and administrative expenses -- 50 286
------------ ------------ ------------
Net Loss -- (50) (286)
Other Comprehensive Income -- -- --
------------ ------------ ------------
Comprehensive Income $ -- $ (50) $ (286)
============ ============ ============
Net loss per weighted-average
share of common stock
outstanding, calculated on
Net Loss - basic and fully diluted nil nil nil
=== === ===
Weighted-average number of shares
of common stock outstanding 100,000 100,000 100,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
Six months ended June 30, 1999 and
Years ended December 31, 1998 and 1997
Common Stock Additional
----------------- paid-in Accumulated
Shares Amount capital deficit Total
------- ------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1997 100,000 $ 1 $ 999 $ 901 $ 1,901
Net loss for the year -- -- -- (286) (286)
------- ------- ---------- ----------- -------
Balances at December 31, 1997 100,000 1 999 615 1,615
Net loss for the year -- -- -- (50) (50)
------- ------- ---------- ----------- -------
Balances at December 31, 1998 100,000 1 999 565 1,565
Net loss for the period -- -- -- -- --
------- ------- ---------- ----------- -------
Balances at June 30, 1999 100,000 $ 1 $ 999 $ (565) $(1,565)
======= ======= ========== =========== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
STATEMENTS OF CASH FLOWS
Six months ended June 30, 1999 and
Years ended December 31, 1998 and 1997
Six months Year Year
ended ended ended
June 30, December 31, December 31
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss for the period $ -- $ (50) $ (286)
Adjustments to reconcile net loss to
net cash provided by operating activities -- -- --
------------ ------------ ------------
Net cash used in operating activities -- (50) (286)
------------ ------------ ------------
Cash Flows from Investing Activities -- -- --
------------ ------------ ------------
Cash Flows from Financing Activities
Cash advanced to parent -- (500) --
------------ ------------ ------------
Net cash used in financing activities -- (500) --
------------ ------------ ------------
Decrease in Cash -- (550) (286)
Cash at beginning of period 65 565 901
------------ ------------ ------------
Cash at end of period $ 65 $ 65 $ 565
============ ============ ============
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the period $ -- $ -- $ --
============ ============ ============
Income taxes paid for the period $ -- $ -- $ --
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE A - Organization and Description of Business
The Company was incorporated on March 10, 1993 under the laws of the State of
Delaware. The Company since inception through December 31, 1996 was in the
business of marketing electronic imaging displays for office presentation
purposes. The Company did not produce enough revenues to warrant the
continuation of said business, and it ceased this business, liquidating its
inventory and fully paying all of its liabilities. Since that time until the
present period, the Company has not had any operations.
The Company is fully dependent upon its current management and/or significant
stockholders to provide sufficient working capital to preserve the integrity of
the corporate entity during this phase. It is the intent of management and
significant stockholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company has a year end of December 31 and follows the accrual method of
accounting.
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
2. Income taxes
------------
The Company provides deferred income taxes, where material, based on the
asset and liability method under the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". At December
31, 1998 and 1997, respectively, the deferred tax asset and deferred tax
liability accounts, consisting solely of temporary differences in
accumulated depreciation, were not material to the financial statements and
no valuation allowance was provided against deferred tax assets.
The Company files its income tax returns as a component of its parent
company's consolidated tax return. Accordingly, all net operating losses
are offset against the tax liabilities of the Company's parent. No net
operating loss carryforwards exist as of December 31, 1998 and 1997,
respectively.
F-8
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - Summary of Significant Accounting Policies - Continued
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of June 30, 1999, December 31, 1998 and
1997, the Company has no warrants and/or options issued and outstanding.
NOTE C - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
NOTE D - Related Party Transactions
As of June 30, 1999, December 31, 1998 and 1997, respectively, the Company had
advanced funds totaling $1,500, $1,500 and $1,000 to Halter Capital Corporation,
the Company's parent. The advances are due upon demand and are non-interest
bearing.
F-9
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
BALANCE SHEETS
September 30, 1999 and 1998
(Unaudited)
1999 1998
------ ------
ASSETS
------
Current Assets
Cash on hand and in bank $ 65 $ 65
Advances to parent company 1,500 1,500
------ ------
Total Assets $1,565 $1,565
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Liabilities $ -- $ --
------ ------
Commitments and Contingencies
Stockholder's Equity
Preferred stock - $0.00001 par value
10,000,000 shares authorized; none
issued and outstanding -- --
Common stock - $0.00001 par value
10,000,000 shares authorized
100,000 issued and outstanding 1 1
Additional paid-in capital 999 999
Accumulated deficit 565 565
------ ------
Total stockholders' equity 1,565 1,565
------ ------
Total Liabilities and Stockholder's Equity $1,565 $1,565
====== ======
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
<TABLE>
<CAPTION>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Nine and Three months ended September 30, 1999 and 1998
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
------------- ------------- ------------- -------------
Expenses
General and administrative expenses -- 50 -- --
------------- ------------- ------------- -------------
Net Loss -- (50) -- --
Other Comprehensive Income -- -- -- --
------------- ------------- ------------- -------------
Comprehensive Income $ -- $ (50) $ -- $ --
============= ============= ============= =============
Net loss per weighted-average
share of common stock
outstanding, calculated on
Net Loss - basic and fully diluted nil nil nil nil
=== === === ===
Weighted-average number of shares
of common stock outstanding 100,000 100,000 100,000 100,000
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1999 and 1998
(Unaudited)
Nine months Nine months
ended ended
September 30, September 30,
1999 1998
------------- -------------
Cash Flows from Operating Activities
Net loss for the period $ -- $ (50)
Adjustments to reconcile net loss to
net cash provided by operating activities -- --
------------- -------------
Net cash used in operating activities -- (50)
------------- -------------
Cash Flows from Investing Activities -- --
------------- -------------
Cash Flows from Financing Activities
Cash advanced to parent -- (500)
------------- -------------
Net cash used in financing activities -- (500)
------------- -------------
Decrease in Cash -- (550)
Cash at beginning of period 65 565
------------- -------------
Cash at end of period $ 65 $ 65
============= =============
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the period $ -- $ --
============= =============
Income taxes paid for the period $ -- $ --
============= =============
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE A - Organization and Description of Business
The Company was incorporated on March 10, 1993 under the laws of the State of
Delaware. The Company since inception through December 31, 1996 was in the
business of marketing electronic imaging displays for office presentation
purposes. The Company did not produce enough revenues to warrant the
continuation of said business, and it ceased this business, liquidating its
inventory and fully paying all of its liabilities. Since that time until the
present period, the Company has not had any operations.
The Company is fully dependent upon its current management and/or significant
stockholders to provide sufficient working capital to preserve the integrity of
the corporate entity during this phase. It is the intent of management and
significant stockholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company has a year end of December 31 and follows the accrual method of
accounting.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements contained elsewhere in this document.
The information presented herein does not include all disclosures required by
generally accepted accounting principles and the users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in its annual audited financial statements contained
elsewhere in this document when reviewing the interim financial results
presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1999.
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F-13
<PAGE>
VISUAL PRESENTATION SYSTEMS, INC.
(a wholly-owned subsidiary of Halter Capital Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
2. Income taxes
------------
The Company provides deferred income taxes, where material, based on the
asset and liability method under the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". At September
30, 1999 and 1998, respectively, the deferred tax asset and deferred tax
liability accounts, consisting solely of temporary differences in
accumulated depreciation, were not material to the financial statements and
no valuation allowance was provided against deferred tax assets.
The Company files its income tax returns as a component of its parent
company's consolidated tax return. Accordingly, all net operating losses
are offset against the tax liabilities of the Company's parent. No net
operating loss carryforwards exist as of September 30, 1999 and 1998,
respectively.
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999 and 1998, the
Company has no warrants and/or options issued and outstanding.
NOTE C - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
NOTE D - Related Party Transactions
As of September 30, 1999 and 1998, respectively, the Company had advanced funds
totaling $1,500 to Halter Capital Corporation, the Company's parent. The
advances are due upon demand and are non-interest bearing.
F-14
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Visual-Presentation Systems, Inc.
December 3, 1999 By: Kevin B. Halter
--------------------------
Kevin B. Halter, President
6
<TABLE> <S> <C>
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