CURTIS MATHES HOLDING CORP
10-Q, 1997-11-13
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 1997

                               OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______________ to _______________

               Commission File Number 2-93668-FW

                    CURTIS MATHES HOLDING CORPORATION
          (Exact name of Registrant as specified in its charter)
                                     
                       Texas                          75-1975147
          (State or other jurisdiction of         (I.R.S. Employer    
           incorporation or organization)          Identification No.)

               10911 Petal Street,                        75238  
                  Dallas, Texas                        (Zip Code)
     (Address of principal executive offices)

                              (214) 503-8880
           (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

     At  September  30,  1997,  there were 40,842,360  shares  of
Registrant's common stock outstanding.
<PAGE>     
                         GENERAL INDEX
                                                      Page Number
                            PART I.
                     FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS                                  3

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                   8

                            PART II.
                       OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                      9

SIGNATURES                                                     10

EXHIBIT INDEX                                                  10
<PAGE>
           CURTIS MATHES HOLDING CORPORATION and Subsidiaries
                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

A.   BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION

     The  interim  financial  statements and  summarized  notes  included
herein were prepared, without audit, pursuant to rules and regulations of
the  Securities and Exchange Commission.  Because certain information and
notes  normally included in financial statements prepared  in  accordance
with  generally accepted accounting principles were condensed or  omitted
pursuant  to  such  rules  and regulations, it is  suggested  that  these
financial  statements  be  read  in  conjunction  with  the  Consolidated
Financial  Statements and the Notes thereto, included  in  the  Company's
Annual  Report on Form 10-K for the preceding fiscal year.  These interim
financial statements and notes hereto reflect all adjustments which  are,
in  the  opinion of management, necessary for a fair statement of results
for  the  interim  periods presented.  Such financial  results,  however,
should not be construed as necessarily indicative of future earnings.
     
            CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES     
                 CONSOLIDATED BALANCE SHEETS (Unaudited)
     
                                ASSETS
                                              September 30            June 30
                                                      1997               1997
                                              ------------       ------------
CURRENT ASSETS                                
       Cash and cash equivalents              $    236,255       $    800,346
       Marketable securities                       146,952            282,142
       Accounts receivable
          Trade                                     41,657                  -
          Due from related parties                  16,618             20,000
       Note receivable, net of allowance
          of $375,000                               31,845             35,237
       Inventory                                   379,418             79,701
       Prepaid expenses                          1,754,104          1,918,998
                                              ------------       ------------
       Total current assets                      2,606,849          3,136,424
                                              ------------       ------------
PROPERTY AND EQUIPMENT, net                      2,845,113          2,319,012
                                              ------------       ------------
OTHER ASSETS
      Investment in joint venture                  354,000            354,000
      Notes receivable, less current portion       288,931            291,521
      Software development                       5,157,778          4,149,748
      Licenses                                   1,085,367          1,100,117
      Trademark, net of accumulated
           amortization of $883,753
           and $822,693, respectively            4,032,002          4,093,061
      Other                                         30,870             30,870
                                              ------------       ------------
      Total other assets                        10,948,948         10,019,317
                                              ------------       ------------
TOTAL ASSETS                                  $ 16,400,910       $ 15,474,753
                                              ============       ============
                               -Continued-
<PAGE>     
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES     
                  CONSOLIDATED BALANCE SHEETS (Unaudited)- Continued
     
                       LIABILITIES AND STOCKHOLDERS' EQUITY
     
                                              September 30            June 30
                                                      1997               1997
                                              ------------       ------------
CURRENT LIABILITIES
      Trade accounts payable                  $    828,728       $    355,894
      Accrued and other current liabilities        811,091          1,197,194
      License fees payable                         660,000            660,000
      Current maturities of long-term debt,
         including $34,000 due to related
         parties in 1997                           299,147            301,810
      Current maturities of obligations under
         capital leases                             54,275             38,296
                                              ------------       ------------
      Total current liabilities                  2,653,241          2,553,194
                                              ------------       ------------
LONG TERM DEBT, less current maturities            167,095            171,469
OBLIGATIONS UNDER CAPITAL LEASES,
      less current maturities                       14,674             14,262
WARRANTY PROVISION                                 339,972            435,193
                                              ------------       ------------
      Total liabilities                          3,174,982          3,174,118
                                              ------------       ------------
STOCKHOLDERS' EQUITY
      Preferred stock, cumulative, $1.00 par
       value; 1,000,000 shares authorized:
        Series A, 140,000 shares (liquidation
             preference of $140,000)               140,000            140,000
        Series H, 3 and 55 shares in 1996
             (liquidation preference of $75,000
             in 1997)                                    3                  3
        Series K, 9 shares in 1997 (liquidation
             preference of $1,035,000)                   -                  9
        Series L, 1,275 shares in 1997 (liquidation
             preference of $1,275,000)                   -              1,275
        Series M, 140 shares issued September 1997
             (liquidation preference of $3,500,000)    140                  -
      Common stock, $.01 par value; 80,000,000 and
        40,000,000 shares authorized and 40,842,360
        and 36,709,186 issued and outstanding at
        September 30, and June 30, 1997,
        respectively                               408,424            367,092
      Additional paid-in-capital                33,574,341         30,317,592
      Accumulated deficit, since July 1, 1993
        quasi reorganization in which an
        accumulated deficit of $4,140,595
        was eliminated                         (20,896,980)       (18,525,336)
                                              ------------       ------------
      Total Stockholders' Equity                13,225,928         12,300,635
                                              ------------       ------------
TOTAL LIABILITIES AND EQUITY                  $ 16,400,910       $ 15,474,753
                                              ============       ============
<PAGE>
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                              Three Months Ended
                                              September 30       September 30
                                                      1997               1996
                                              ------------       ------------
REVENUES:
   Net sales                                  $     74,070       $  2,090,383
                                              ------------       ------------
     Total Revenue                                  74,070          2,090,383

COST OF SALES                                       65,878          2,005,071
                                              ------------       ------------
   Gross Profit                                      8,192             85,312

OPERATING EXPENSES                               2,362,551            896,297
                                              ------------       ------------
   Operating Loss                               (2,354,359)          (810,985)
                                              ------------       ------------
OTHER INCOME (EXPENSE):
   Interest and other income, net                    4,756             67,270
   Interest expense                                (16,170)            (9,833)
                                              ------------       ------------
       Total Other Income (Expense)                (11,414)            57,437
                                              ------------       ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES AND EXTRAORDINARY ITEM          (2,365,773)          (753,548)
   Income tax benefit                                    -            463,035
                                              ------------       ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   EXTRAORDINARY ITEM                           (2,365,773)          (290,513)
                                              ------------       ------------
Loss before extraordinary item                  (2,365,773)          (290,513)

EXTRAORDINARY ITEM
   Gain on extinguishment of debt, net of
      income taxes of $463,035                           -            789,426
                                              ------------       ------------
NET INCOME (LOSS)                             $ (2,365,773)      $    498,913
                                              ============       ============
Gain (Loss) from continuing operations
      per share                               $      (0.06)      $       0.01
                                              ============       ============
Gain from extraordinary item per share        $          -       $       0.03
                                              ============       ============
Gain (Loss) attributable to common
      shareholders                            $      (0.06)      $       0.04
                                              ============       ============
Weighted average common shares outstanding      39,076,264         26,481,800
                                              ============       ============
<PAGE>
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                              Three Months Ended
                                              September 30       September 30
                                                      1997               1996
                                              ------------       ------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                 $ (2,365,773)      $    498,913
     Adjustments to reconcile net loss
        to cash provided (used) by
        operating activities:
           Depreciation and amortization           232,058            168,830
           Gain on extinguishment of debt                -         (1,252,461)
           Provision for bad debts                  18,417                  -
           Changes in assets and liabilities,
               net of effects from acquisitions
               and dispositions:
                    Accounts receivable            (19,858)            13,608
                    Inventory                     (299,717)           (62,817)
                    Prepaid expense and other      164,894           (918,755)
                    Restricted cash                      -             39,423
                    Other assets                         -             30,300
                    Accounts payable, accrued
                       liabilities and other
                       current liabilities          76,130           (381,787)
                    Other liabilities              (95,221)                 -
                                              ------------       ------------
             Cash provided (used) by operating
                activities                      (2,289,069)        (1,864,746)
                                              ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
            Purchases of property and equipment   (681,283)           (43,212)
            Investments - other                          -           (550,769)
            Software development                (1,008,030)                 -
            Proceeds from sale of marketable
               securities                          135,190                  -
                                              ------------       ------------
            Cash used for investing activities  (1,554,123)          (593,981)
                                              ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
           Proceeds from long-term debt                  -             (3,145)
           Principal payments on long-term debt     (4,374)          (119,856)
           Principal payments on capital lease
              obligations                              412                  -
           Issuances of preferred and common
              stock for cash                     3,290,000          5,010,917
           Redemption of preferred stock for
              cash                                       -         (1,170,305)
           Dividends paid through issuance of
              common stock                          (6,937)                 -
                                              ------------       ------------
           Cash provided by financing activities 3,279,101          3,717,611
                                              ------------       ------------
NET INCREASE (DECREASE) IN CASH AND
           CASH EQUIVALENTS                       (564,091)         1,258,884
CASH AND CASH EQUIVALENTS, BEGINNING               800,346          4,150,481
                                              ------------       ------------
CASH AND CASH EQUIVALENTS, ENDING             $    236,255       $  5,409,365
                                              ============       ============
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                            Overview

     The  following  discussion provides information  to  assist  in  the
understanding  of  the  Company's  financial  condition  and  results  of
operations for the fiscal quarter ended September 30, 1997.  It should be
read  in conjunction with the Consolidated Financial Statements and Notes
thereto appearing in the Company's Annual Report on Form 10-K for  fiscal
year ended June 30, 1997.

                          Results of Operations

     Revenues.  The  Company reports revenues of  $74,000  in  the  first
fiscal  quarter, compared to $2,090,000 for the same quarter  last  year.
This  decrease  occurred as the Company redirected its primary  focus  to
development  of the uniView product line and the Curtis Mathes  Xpressway
Internet access and online service.

     Gross Profit.  Gross profit equals net sales less cost of goods sold
(both labor and material), non-direct, fixed manufacturing costs (such as
salaries,  leasing costs, and depreciation charges related to  production
operations),  and  non-direct,  variable  manufacturing  costs  (such  as
supplies  and  employee  benefits).  In the  first  fiscal  quarter,  the
Company reports gross profit of $8,000, compared to $160,000 for the same
quarter  last  year.   The  gross profit declined  as  a  result  of  the
redirected focus of the Company.

     Operating  Expenses.  The  Company reports $2,363,000  in  operating
expenses for the first fiscal quarter, compared to $896,000 for the  same
quarter  last  year.   Major  components of the  change  includes  a  net
increase  of $62,000 for occupancy costs; a net increase of $315,000  for
payroll and payroll related costs; a net increase of $358,000 related  to
online  service  fee  costs;  a net increase of  $229,000  for  marketing
related  expenses;  and  a  net increase of  $163,000  for  research  and
development  expenses.  The Company anticipates that  operating  expenses
will  continue  to  increase as uniView and the Curtis  Mathes  Xpressway
continue through the introductory phase.

                Liquidity and Capital Resources

     Cash Flows From Operations.   Cash used by operations for the fiscal
quarters  ended  September  30,  1997  and  1996  were  ($2,289,000)  and
($1,865,000),  respectively.   Major  components  of  cash   flows   from
operations  for  the  current  fiscal  quarter  included:   $165,000  for
increases  in prepaid expenses related to parts inventory components  for
uniView  production;  $299,000 for increases in inventory;  $232,000  for
depreciation  and  amortization; and the effects of a  ($2,366,000)  loss
from operations.
     
     Cash  Flows  From  Investing Activities.   During the  first  fiscal
quarter,  the  Company  purchased, for cash,  approximately  $681,000  of
property, plant and equipment as compared to approximately $43,000 during
the  same period last year.  The Company also paid $1,008,000 in cash  in
the  first fiscal quarter for development of software pertaining  to  the
uniView/Xpressway product lines.  The Company received cash  of  $135,000
in  connection  with  the sale of a portion of its marketable  securities
during  the  current quarter, compared to a combined total investment  of
<PAGE>
$550,000 in all marketable securities in the same period last year.   The
current  level of future capital expenditures is expected to continue  as
the Company seeks to meet the demanding technological requirements of the
uniView/Xpressway product lines.
     
     Cash  Flows  from Financing Activities.   The Company generated  net
cash  from  financing activities of $3,300,000 during the fiscal  quarter
ended September 30, 1997 from the issuance of preferred and common stock,
compared to $5,000,000 during the same quarter last year.

     Management  believes  that  sufficient  cash  resources  and  credit
facilities  are  available or can be obtained to  support  the  Company's
continued  growth and continues to evaluate additional sources of  equity
and/or  credit  facilities  to  maintain  and  increase  the  growth  and
profitability of the Company.

                       Forward Looking Statements

      This  report  may contain "Forward Looking Statements,"  which  are
Company plans and projections which may or may not materialize, and which
are subject to various risks and uncertainties.  For a discussion of risk
factors associated with some of these plans and projections, please refer
to  the  section  entitled "Risk Factors" beginning  on  page  5  of  the
Company's S-3 Registration Statement declared effective as of October  8,
1997,  as  well  as  the  Company's  other  SEC  filings,  which  contain
additional  discussion  about  those factors  which  could  cause  actual
results to differ from management's expectations.

                       PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          Reference is made to the Exhibit Index beginning on page 10  of
          this  Form  10-Q  for  a list of all exhibits  filed  with  and
          incorporated by reference in this report.

     (b)  Reports on Form 8-K
          During  the  three months ended September 30, 1997 the  Company
          filed  one  Current Report on Form 8-K, dated  July  10,  1997,
          reporting conversions of Preferred Stock into Equity Securities
          pursuant  to  the  exemption  from  registration  afforded   by
          Regulation S.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant has caused this report to be signed on its behalf by  the
undersigned thereunto duly authorized.

                              Curtis Mathes Holding Corporation
                                   (Registrant)

                              By:  /s/   F. Shelton Richardson,Jr.
                                   F. Shelton Richardson, Jr.
                                   Vice President - Chief Financial Officer
                                   (Principal Financial and Duly Authorized
                                    Officer)
Date:     November 12, 1997
<PAGE>
               CURTIS MATHES HOLDING CORPORATION and Subsidiaries

                         EXHIBIT INDEX
Exhibit
Number              Description of Exhibits                Sequential Page

3(i)      Articles of Incorporation of the Company, as amended
          (filed as Exhibit "4.1" to the Company's Registration
          Statement on Form S-3 originally filed with the Commission
          on June 20, 1996 and incorporated herein by reference.)      N/A

3(ii)     Bylaws of the Company, as amended (filed as Exhibit
          "3(ii)" to the Company's annual report on Form 10-K
          for the fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                        N/A

4.1       Form of Common Stock Certificate of the Company (filed
          as Exhibit "4.2" to the Company's annual report on Form
          10-K for the fiscal year ended June 30, 1994 and
          incorporated herein by reference.)                           N/A

4.2       Series A Preferred Stock terms and conditions (filed as
          Exhibit "4.3" to the Company's annual report on Form 10-K
          for the fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                        N/A

4.3       Series H Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Registration Statement on
          Form S-3 originally filed with the Commission on June 20,
          1996 and incorporated herein by reference.)                  N/A

4.4       Form of warrant issued in connection with Series J
          Preferred Stock (filed as Exhibit "4.5" to the Company's
          Current Report on Form 8-K dated April 23, 1997 and
          incorporated herein by reference.)                           N/A

4.5       Series K Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Current Report on Form 8-K
          dated May 16, 1997 and incorporated herein by reference.)    N/A

4.6       Form of subscription agreement for Series K Preferred Stock
          (filed as Exhibit "4.5" to the Company's Current Report on
          Form 8-K dated May 16, 1997 and incorporated herein by
          reference.)                                                  N/A

4.7       Form of warrant issued in connection with Series K Preferred
          Stock (filed as Exhibit "4.4" to the Company's Current
          Report on Form 8-K dated May 23, 1997 and incorporated
          herein by reference.)                                        N/A

4.8       Series L Preferred Stock terms and conditions (filed as
          Exhibit "4.5" to the Company's Current Report on Form 8-K
          dated May 23, 1997 and incorporated herein by reference.)    N/A

4.9       Form of subscription agreement for Series L Preferred
          Stock (filed as Exhibit "4.6" to the Company's Current
          Report on Form 8-K dated May 23, 1997 and incorporated
          herein by reference.)                                        N/A
<PAGE>
4.10      Series M Preferred Stock terms and conditions, as amended
          on July 11, 1997 (filed as Exhibit "4.7" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on August 18, 1997 and incorporated herein by reference.)    N/A

4.11      Form of Securities Subscription Agreement for Series M
          Preferred Stock (filed as Exhibit "4.12" to the Company's
          Current Report on Form 8-K dated June 23, 1997 and
          incorporated herein by reference.)                           N/A

10.1*     Agreement dated as of August 26, 1997 between Curtis Mathes
          Marketing Corporation and Davis A.S. relating to the
          manufacture and marketing of "Curtis Mathes by Davis"
          Powerscreen units.                                            12

27*       Financial Data Schedule (for EDGAR filing purposes only.)     14
_______________

*  Filed herewith.


<PAGE>
   Agreement between Curtis Mathes Marketing Corporation and DAVIS.

This  agreement is considered a legally binding agreement between  Curtis
Mathes  Marketing Corporation (CM) and DAVIS (D), based on the Letter  of
Intent signed August 1st, 1997 between CM and D.

1.   CM  and  D  agree  to  enter  into  joint  marketing  of  the  DAVIS
 Powerscreen  product in the US market, where CM will market  Powerscreen
 through   the  "Prosumer" channel,  included,  but  not   limited   to
 professional  installation  and  utilization  of  dealer  base.  D  will
 market  through Audio/Visual channels, however, D reserves the right  to
 market in vertical markets, and as a Video Conference Provider.
2.   Brand  depiction  shall  include,  but  not  be  limited  to,  logos
 containing  Curtis  Mathes by DAVIS and DLP. Actual placement  and  size
 on product to be decided later.
3.  Offical launch of new product and relationship is to take place
at the Atlanta CEDIA show scheduled for September 4th, 1997.
4.   Delivery  schedule  :  2500 units to be supplied  according  to  the
 following schedule :
    1997
    October :     75 pcs.
    November :    75 pcs.
    December :    50 pcs.
    1998
    January:     100 pcs.
    February:    100 pcs.
    March :      150 pcs.
    April:       150 pcs.
    May :        175 pcs.
    June:        175 pcs.
    July:        150 pcs.
    August:      150 pcs.
    September:   300 pcs.
    October:     350 pcs.
    November:    350 pcs.
    December:    150 pcs.
  CM  will  keep  DAVIS  informed  on a monthly  basis  with  respect  to
  additional product needs.  DAVIS to reply within 48 hours.
5.    Product   specifications  are  enclosed  as  Exhibit  A.   Detailed
 technical specifications will be forwarded by September 30th.
6.    The   parties  agree  that  the  CM  uniView(TM) product should  be
 integrated   in  the  Powerscreen  as  soon  as  possible.  A   separate
 agreement  will  be elaborated to cover this integration.  Both  parties
 recognize   that  there  are  other  business  opportunities   involving
 uniView and Powerscreen that will be explored jointly.
7.   Pricing  currently is based upon purchase quantity of 200  units  in
 1997  and  2300 units in 1998. New product generations will  be  offered
 to CM and may have lower pricing.  Price is quoted EX WORKS.
8.   Terms  of  Payment shall be prepayment for any specific tooling  for
 changes  or  modifications required to conform to CM and D  final  joint
 specifications. As the product is complemented and ready  for  shipment,
 D  will  advise CM of the cost of units ready for shipment, and CM  will
 prepay prior to shipment of these units.
9.  Technical Support shall be in the form of technical and feature
oriented training and support. D currently has training personnel and
engineers in place to provide training and support to CM employees.
CM shall handle training and support for retailers and its own
employees, and will notify D of training schedules for D's optional
participation.
<PAGE>
10.  Sales  force  at  CM  is  a fully structured  sales  department.  CM
 provides  training for direct employees as well as retailers  and  sales
 representatives. Sales representatives are required to  sign  a  written
 contract  agreeing  to  support  CM to their  best  capabilities.  These
 sales  representatives are high end electronics focused,  carry  only  a
 few  select  brands, and are required to meet certain sales  quotas  set
 forth  for  their  specific  territories.  CM  shall  provide  a  formal
 Outline of Sales Structure as time allows.
11.   DAVIS  will  initiate  a  quality  control  format  subject  to  CM
 reviewing  and  commenting on this. D will supply quality  control  data
 to  CM  upon request. DAVIS will undertake 100% qualtity control on  all
 functions  and  operations.  When units are  shipped,  screens  will  be
 protected  by  film. In accordance with the startup  of  production,  CM
 will  be  present at the production facilities, represented  by  the  QC
 manager.  D will participate at CM's incoming inspection for  the  first
 shipment. D is responsible for getting all required approvals  (FCC,  UL
 etc.).
12. 12 months warranty on parts and workmanship.
13.  D  will make available a consignment stock of spare parts  based  on
 D's  recomendations. CM will report to D on a weekly basis with  respect
 to  level  of  spare parts inventory, defective components, failures  by
 serial  number.  With  respect to return of  defective  components,  and
 parts CM will follow D's RMA procedures.
14.  CM  will  perform on-site service. CM will inform D of  labor  rates
 for  this service. For on site service performed under warranty, D  will
 reimburse  CM  according to reimbursement schedule  to  be  defined  and
 approved by both.
15. Quarterly management meetings will be held between CM and D.
16. The parties are aware of the need to have literature and PR that
involve both parties approved by both.
17.  This  agreement  shall act as initial purchase order  for  CM  to  D
 with an official purchase order with number to follow.
18.  Both  parties  agrees that additional expansion of  business  points
 may  be  necessary.  Any clarification or modificaiton will  not  change
 the  spirit  of  business  issues herein addressed.   Any  dispute  that
 cannot  be resolved by the parties will be submitted for arbitration  by
 the  International  Arbitration Association  (International  Chamber  of
 Commerce).

This agreement is issued in two copies, one for each  party:

For   DAVIS   A.S.                For Curtis Mathes Marketing Corporation

/s/  Tom Buhl                     /s/   Pat Custer
Tom Buhl                          Patrick Custer
President/CEO                     Chairman & CEO.

Date : August 26, 1997
<PAGE>
                              EXHIBIT "A"
FEATURES
Supplied Accessories:
    Power Cord
    EVC Cable male to EVC male
    PC adapter (EVC to HDD15+more)
    MAC adapter (EVC to DSUB15+more)
     RS-232 RJ45-8 male to DSUB9 female mouse cable for PC adapter
     RS-232 RJ45-8 male to miniDIN-8 male mouse cable for MAC adapter
     DSUB9 female to DSUB9 female serial cable (mouse control for  use
      with BNC inputs)
    Cable for Picture-In-Picture (PIP)
     Cable to connect the internal PC to the DIN video port
    MAC mouse driver diskette
    Remote control
    Batteries for remote control
TV Tuner:
     Full-Range 47-860 MHz with Frequency
      Synthesizer
    BG/LL/I/DK Standard in Pal/Secam/NTSC
    100-Program Memory
    Comb filter for Bandwidth Improvement
    Additional SCART for External Decoder
    Nicam and AZ Stereo Audio Decoder
PIP Module:
     One  Picture-in-Picture,  equipped with an  additional  TV  Tuner
      Frequency Synthesizer
    100-Program Memory
     Simultaneously  displays two different  TV  Channels  or  TV  and
      Satellite Channel or TV/Satellite and one Peripheral in TV mode
    Standards:  PAL/SECAM/NTSC
OPTIONAL ACCESSORIES
PC Module:
    Motherboard:  PCI/ISA Bus
    133 MHz Pentium
    1.4 GB Hard Disk
    CD-ROM/Disk Station
PC Inputs:
    Parallel Port for Printer
    Serial Port
Wireless Keyboard:
     1.4 lbs., including batteries 4 x Type AA, R06 LR or UM
    Reliable operation to 14 m (45 ft)
    Number of keys:  79
TECHNICAL SPECIFICATIONS
Projection Screen Size: 60" diagonal
    Optimized for Digital Technology
Audible Noise Level: Max. 40dB(A)
Audio:  2 x 15-watt RMS
    2 x 30-watt Music
Bandwidth:  30Hz - 20KHz
Loudspeakers: 2 Mid-Range/Bass, 2 Tweeters
Brightness:  120-foot Lambert
Color:  24-bit, 16.7 million colors
Computer  Compatibility: SVGA, Modes 56 Hz-75Hz;  VGA  PC,  Macintosh,
    Powerbook; and others
<PAGE>
Contrast Ratio: 125:1 (ANSI Full On/Off)
    100:1 (ANSI Checkerboard)
Inputs/Outputs:
    Internal PC-7-Pin DIN
    BNC/RGB for Component Video
    EVC/Serial
    Serial 9-pin sub.d
    External Speakers
    Headphones
    Microphone
    4 Stereo Audio In
    Stereo Audio Out
    SVHS Audio Input
    Composite Video
    S-Video
    RGB/YUV
    Satellite Decoder (SCART)
    Satellite (F-plug)
    TV-decoder
    Standard Terrestrial TV Antenna Plug
    Picture-In-Picture
    "Surround Sound"
    Keyboard/IR
Lamp Lifetime: Minimum 6000 hours
Power Consumption:
    Audio Power:  330 watts
    Audio Maximum:  380 watts
    With Internal PC:  470 watts
Power  Supply:  Built-In, Full-Range (110/220 VACrms, 50/60 Hz)  Power
    Supply
Resolution:  800 pixels x 600 pixels (SVGA)
Scan Frequencies:
    Horizontal Frequency 15KHz - 50KHz
    Vertical Frequency 50 Hz - 90 Hz
Measurements:
    Total Height:  1.78m/70.1"
    Total Width:  1.3m/51.1"
    Screen Depth:  64.4 cm/25.3"
    Screen Height: 1 m/39.3"
    Base Height:  76.2 cm/30.0"
    Base Depth:  45.5 cm/17.9"
    Weight:  80kg/180 lbs
Satellite:
    Full KU Reception Band in 200 Analog Channels
    One LNB Output with 2 Ranges (9.750 GHz - 12.5 GHz)
    One SCART for Decoder Use
    Multisound Capability
Manufactured by:
DAVIS A/S P.O. Box 380
N-3001 Drammen, Norway
Tel. + 47 32 20 90 00   Fax. + 47 32 20 90 01
E-mail:  [email protected]
Internet:  www.davis.no
DAVIS(R)
DLP(TM)
A Texas Instruments Technology
DAVIS  and  DAVIS Powerscreen are registered trademarks of DAVIS  A/S.
DLP and DMD are registered trademark of Texas Instruments.
All specifications subject to change without notice.


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR FISCAL QUARTER ENDED
SEPTEMBER 30, 1997.
</LEGEND>
       
<S>                             <C>
<FISCAL-YEAR-END>               JUN-30-1997
<PERIOD-START>                  JUL-01-1997
<PERIOD-END>                    SEP-30-1997
<PERIOD-TYPE>                         3-MOS
<CASH>                              236,255
<SECURITIES>                        146,952
<RECEIVABLES>                        90,120
<ALLOWANCES>                              0
<INVENTORY>                         379,418
<CURRENT-ASSETS>                  2,606,849
<PP&E>                            4,109,090
<DEPRECIATION>                    1,263,977
<TOTAL-ASSETS>                   16,400,910
<CURRENT-LIABILITIES>             2,653,241
<BONDS>                                   0
                     0
                         140,143
<COMMON>                            408,424
<OTHER-SE>                       12,677,361
<TOTAL-LIABILITY-AND-EQUITY>     16,400,910
<SALES>                              74,070
<TOTAL-REVENUES>                     74,070
<CGS>                                65,878
<TOTAL-COSTS>                        65,878
<OTHER-EXPENSES>                  2,362,551
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                   16,170
<INCOME-PRETAX>                  (2,365,773)
<INCOME-TAX>                              0
<INCOME-CONTINUING>              (2,365,773)
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                     (2,365,773)
<EPS-PRIMARY>                         (0.06)
<EPS-DILUTED>                         (0.06)
        


</TABLE>


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