NOSTALGIA NETWORK INC
10-Q/A, 1995-08-22
TELEVISION BROADCASTING STATIONS
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                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

[X]       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the quarterly period ended March 31, 1995.

[   ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the transition period from .................... to ....................

                         Commission File Number 0-13102


                           THE NOSTALGIA NETWORK, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                                    <C>
                   Delaware                                         84-0923659
(State or other jurisdiction of incorporation)         (I.R.S. Employer Identification No.)

650 Massachusetts Avenue NW Washington, DC                                                20001
(Address of Principal executive office)                                              (Zip Code)
</TABLE>

                                 (202) 289-6633
              (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 [  ]

The number of shares of the Registrant's common Stock, $.04 par value as of the
close of the period covered by this Report was 20,274,371.


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<PAGE>



                                TABLE OF CONTENTS



                                                                        Page No.


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets as of
          March 31, 1995  and December 31, 1994                             3

          Consolidated Statements of Operations
          For the Three Months Ended March 31, 1995 and 1994                4

          Consolidated Statements of Cash Flows
          For the Three Months Ended March 31, 1995 and 1994                5

          Notes to Consolidated Financial Statements                        6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                   7 - 10

PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Securities Holders            10


Item 5.   Other Information                                                10

Item 6.   Exhibits                                                       12 - 13
        
        
<PAGE>
                                   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.


Dated August 22, 1995


                                             THE NOSTALGIA NETWORK, INC.




                                             By:
                                             ----------------------------------
                                             John G. Heim, President and
                                             Chief Executive Officer






                                             By:________________________________
                                             Martin A. Gallogly, Treasurer and
                                             Chief Financial Officer

<PAGE>

                                   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.


Dated August 22, 1995


                                             THE NOSTALGIA NETWORK, INC.



                                             By: /s/ John G. Heim
                                             ----------------------------------
                                             John G. Heim, President and
                                             Chief Executive Officer




                                             By: /s/ Martin A. Gallogly
                                             ----------------------------------
                                             Martin A. Gallogly, Treasurer and
                                             Chief Financial Officer




                                INDEX TO EXHIBITS
<TABLE><CAPTION>

Exhibit No.                                   Description                                       Page No.
- ----------                                    -----------                                       --------
<S>           <C>                                                                               <C>
27            Financial Data Schedule as required by Item 601 (c) of Regulation S-K 

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                       4,568,549
<SECURITIES>                                         0
<RECEIVABLES>                                3,295,846
<ALLOWANCES>                                 1,423,000
<INVENTORY>                                  2,678,491
<CURRENT-ASSETS>                             9,048,099
<PP&E>                                       2,627,214
<DEPRECIATION>                               (982,129)
<TOTAL-ASSETS>                              11,227,432
<CURRENT-LIABILITIES>                        4,197,911
<BONDS>                                      8,899,675
<COMMON>                                       810,975
                                0
                                      6,500
<OTHER-SE>                                   (843,477)
<TOTAL-LIABILITY-AND-EQUITY>                11,227,432
<SALES>                                              0
<TOTAL-REVENUES>                             2,948,853
<CGS>                                                0
<TOTAL-COSTS>                                4,848,144
<OTHER-EXPENSES>                                80,345
<LOSS-PROVISION>                               132,000
<INTEREST-EXPENSE>                              80,345
<INCOME-PRETAX>                            (1,979,636)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,979,636)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,979,636)
<EPS-PRIMARY>                                   (0.10)
<EPS-DILUTED>                                   (0.10)
        

</TABLE>


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