U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-14919
VIDEOPLEX, INC.
(Exact name of small business issuer as specified in its charter)
New Jersey 22-2485230
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5882 South 900 East, Suite 202, Salt Lake City, Utah 84121
(Address of principal executive offices)
(801) 269-9500
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as April 24, 2000: 8,444,314 shares
of common stock.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: None
<PAGE>
FORM 10-QSB
VIDEOPLEX, INC.
INDEX
Page
PART I. Financial Information 3
Accountants' Review Report 4
Unaudited Condensed Balance Sheets 5
March 31, 2000 and June 30, 1999
Unaudited Condensed Statements of Operations for the 6
three and Nine months ended March 31, 2000 and
1999 and from The re-entering of development
state on July 1, 1994 through March 31, 2000
Unaudited Condensed Statements of Cash Flows for the 7
three and Nine months ended March 31, 2000 and
1999 and from The re-entering of development state on
July 1, 1994 through March 31, 2000
Notes to Unaudited Consolidated Financial Statements 8
Management's Discussion and Analysis of 13
Financial Condition or Plan of Operation
PART II. Other Information 13
Signatures 14
2
<PAGE>
PART I.
Financial Information
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations for
the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be
expected for the full year.
3
<PAGE>
ACCOUNTANTS' REVIEW REPORT
Board of Directors
VIDEOPLEX, INC.
Salt Lake City, Utah
We have reviewed the accompanying condensed balance sheet of
Videoplex, Inc. (A Development Stage Company) as of March 31,
2000, and the related condensed statements of operations and cash
flows for the three and nine months ended March 31, 2000 and
1999, and for the period from the re-entering of development
stage on July 1, 1999 through March 31, 2000. All information
included in these financial statements is the representation of
the management of Videoplex, Inc..
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.
The accompanying condensed financial statements have been
prepared assuming the Company will continue as a going concern.
As discussed in Note 5 to the financial statements, the company
has no on-going operations, has incurred substantial losses since
its inception, has liabilities in excess of assets and has no
working capital. These factors raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 5. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
April 26, 2000
Salt Lake City, Utah
4
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited - See Accountants' Review Report]
ASSETS
March 31, June 30,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in ban $ - $ -
___________ ___________
Total Current Assets - -
___________ ___________
$ - $ -
___________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Liabilities of discontinued operations $ 181,825 $ 181,825
Accounts payable - related party 39,890 -
___________ ___________
Total Current Liabilities 221,715 181,825
___________ ___________
STOCKHOLDERS' (DEFICIT):
Common stock, no par value, 10,000,000
shares authorized, 8,444,314 shares issued
and outstanding 2,509,474 2,509,474
Retained deficit (2,691,299) (2,691,299)
Deficit accumulated during the
development stage (39,890) -
___________ ___________
Total Stockholders' (Deficit) (221,715) (181,825)
___________ ___________
$ - $ -
___________ ___________
Note: The balance sheet at June 30, 1999 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
5
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited - See Accountants' Review Report]
Cumulative from
the Re-entering of
Development Stage
For the Three Months For the Nine months on July 1,
Ended March 31, Ended March 31, 1994 through
__________________________________________ March 31,
2000 1999 2000 1999 2000
__________________________________________________
REVENUE:
Sales $ - $ - $ - $ - $ -
__________________________________________________
Total Revenue - - - - -
__________________________________________________
EXPENSES:
General and
administrative 11,519 - 39,890 - 39,890
__________________________________________________
Total Expenses 11,519 - 39,890 - 39,890
__________________________________________________
LOSS FROM
OPERATIONS (11,519) - (39,890) - (39,890)
CURRENT INCOME
TAXES - - - - -
DEFERRED INCOME
TAX - - - - -
__________________________________________________
DISCONTINUED OPERATIONS:
Loss from operations
of marketing and
sales business
subsidiary - - - - -
__________________________________________________
NET LOSS $(11,519) $ - $ (39,890) $ - $(39,890)
__________________________________________________
LOSS PER SHARE:
Loss from continued
operations $(.00) $ - $ (.00) $ - $ (.00)
Loss from discontinued
operations $ - $ - $ - $ - $ -
__________________________________________________
Total Loss Per
Share $ (.00) $ - $ (.00) $ - $ (.00)
_________________________________________________
The accompanying notes are an integral part of these unaudited
condensed financial statements.
6
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
Cumulative from
the Re-entering of
Development Stage
For the Nine months on July 1,
Ended March 31, 1994 through
_______________________ March 31,
2000 1999 2000
________________________________
Cash Flows From Operating Activities:
Net loss $(39,890) $ - $(39,890)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable
-related party 39,890 - 39,890
________________________________
Net Cash (Used) by
Operating Activities - - -
________________________________
Cash Flows From Investing Activities:
- - -
________________________________
Net Cash (Used) by
Investing Activities - - -
________________________________
Cash Flows From Financing Activities:
- - -
________________________________
Net Cash Provided by
Financing Activities - - -
________________________________
Net Increase in Cash - - -
Cash at Beginning of the Year - - -
________________________________
Cash at End of the Year $ - $ - $ -
________________________________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the nine months ended March 31, 2000:
None
For the nine months ended March 31, 1999:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
7
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Videoplex, Inc. (the Company) was organized under
the laws of the State of New Jersey on August 29, 1983. The
Company was formed to engage in the marketing and sales of the
"Videoplex" single screen multi-presentation machine. During
1994 Management determined it was in the best interest of the
Company to discontinue its previous operations. The Company is
considered to have re-entered into a new development stage on
July 1,1994.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at March
31, 2000 and 1999 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's June 30, 1999 audited financial
statements. The results of operations for the periods ended
March 31, 2000 are not necessarily indicative of the operating
results for the full year.
Development Stage Company - The Company is considered a
development stage company as defined in Statement of Financial
Accounting Standards (SFAS) No. 7.
Loss Per Share - The computation of loss per share of common
stock is based on the weighted average number of shares
outstanding during the periods presented, in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" [See Note 6].
Cash and Cash Equivalents - For purposes of the financial
statement of cash flows, the Company considers all highly liquid
debt investments purchased with a maturity of three and six or
less to be cash equivalents.
Accounting 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, the disclosures 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 estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
8
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
The accompanying financial statements as of March 31, 2000 and
for the periods ended March 31, 2000 and 1999, have been
reclassified to reflect management's decision to discontinue
the Company's operations in the sales and marketing business.
The Company's previous operations in sales and marketing of
the "Videoplex" single screen multi-presentation machine
business are included as discontinued operations in the
financial statements of the Company.
Assets (liabilities) of discontinued operations consisted of the
following at March 31, 2000:
March 31,
2000
__________
Assets of Discontinued Operations $ -
Liabilities of Discontinued Operations -
Judgement payable 105,275
Taxes payable 76,550
__________
Totals $ 181,825
__________
The following is a condensed, proforma statement of operations
that reflects what the presentation would have been without
the reclassifications required by "discontinued operations"
accounting principles:
From the
For the Three For the Nine Re-entering of
Months Ended Months Ended Development Stage
March 31, 2000 March 31, on July 1,
________________________________________ 1994 through
2000 1999 2000 1999 March 31, 2000
____________________________________________________
Net Sales $ - $ - $ - $ - $ -
Cost of Goods Sold - - - - -
Other Operating Expenses 11,519 - 39,890 - 39,890
____________________________________________________
Net Loss $(11,519) $ - $ (39,890) $ - $ (39,890)
____________________________________________________
Loss per Share $(.00) $ - $ (.00) $ - $ (.00)
___________________________________________________
9
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" which requires an asset and liability approach
for the effect of income taxes.
The Company has available at March 31, 2000, unused operating
loss carryforwards of approximately $2,440,000, which may be
applied against future taxable income and which expire in various
years through 2020. If certain substantial changes in the
Company's ownership should occur, there could be an annual
limitation on the amount of net operating loss carryforward which
can be utilized. The amount of and ultimate realization of the
benefits from the operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws in effect, the
future earnings of the Company and other future events, the
effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards
the Company has established a valuation allowance equal to the
tax effect of the loss carryforwards and, therefore, no deferred
tax asset has been recognized for the loss carryforwards. The
net deferred are approximately $830,000 and $820,000 as of March
31, 2000 and June 30, 1999, respectively, with an offsetting
valuation allowance at each period end of the same amount,
resulting in a change of approximately $10,000 during the nine
months ended March 31, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During the periods presented, the
Company did not pay any compensation to its officers and
directors.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
Expenses - During the nine months ended March 31, 2000, an
Officer of the Company paid expenses amounting to $39,890. This
amount is included in accounts payable - related party.
Change in Management - During 1999 the Company under went a
change in the Officers and Board of Director's of the Company.
10
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no on-going operations and has incurred
losses since its inception. Further, the Company has current
liabilities in excess of assets and has no working capital to pay
its expenses. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans or through sales
of its common stock or through a possible business combination
with another company. There is no assurance that the Company
will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
NOTE 6 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income (loss) and the weighted
average number of shares of dilutive potential common stock for
the nine months ended March 31, 2000 and 1999 and for the period
from the re-entering of development stage on July 1, 1994 through
March 31, 2000:
Cumulative from
the Re-entering of
For the Three For the Nine Development Stage
Months Ended Months Ended on July 1, 1994,
March 31, March 31, through
___________________________________ March 31,
2000 1999 2000 1999 2000
____________________________________________
Loss from continuing
operations available to
common stockholders
(numerator) $(11,519) $ - $ (39,890) $ - $(39,890)
____________________________________________
Loss from discontinued
operations available
to common stockholders
(numerator) $ - $ - $ - $ - $ -
____________________________________________
Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator) 8,444,314 8,444,314 8,444,314 8,444,314 8,444,314
____________________________________________
11
<PAGE>
Dilutive earnings (loss) per share was not presented, as the
Company had no common equivalent shares for all periods presented
that would effect the computation of diluted earnings (loss) per
share.
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
The Company has -0- in cash. The Company did not generate
any revenue during the quarterly period ended March 31, 2000.
The Company has no material commitments for capital expenditures
for the next twelve months.
The Company is currently in negotiations to settle
outstanding judgments. The Company believes that its current
cash needs can be met with the cash on hand for at least the next
twelve months. However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by loans from the principals of the
Company, debt financing, equity financing or a combination of
financing options.
PART II.
OTHER INFORMATION
Legal Proceedings:
The Company has several outstanding judgments on which it is
attempting to negotiate settlements. The judgments are as
follows:
World Fair Associates $11,299.42
Di-Tech, Inc. $2,620,47
Anixter Cable TV $28,588.20
Hudson United Bank $20,125.45
Copelco Credit Corporation $6,205.76
Additionally, the Company is negotiating a settlement with
the Internal Revenue Service and has an Offer in Compromise filed
for $2,000. The Internal Revenue Services has not yet responded
to the offer.
Changes in Securities and Use of Proceeds:
None
Defaults upon Senior Securities:
None
Submission of Matters to a Vote of Securities Holders:
None
Other Information:
None
Exhibits and Reports on Form 8-K:
Reports on Form 8-K: None
Exhibits: Included only with the electronic filing of this
report is the Financial Data Schedule for the three month period
ended March 31, 2000 (Exhibit ref. No. 27).
13
<PAGE>
SIGNATURES
In accordance with the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
VIDEOPLEX, INC.
Date April 28, 2000 By:/s/ John Chymboryk
John Chymboryk
President and Director
Date:April 28, 2000 By:/s/ Kip Eardley
Kip Eardley
Secretary/Treasurer and Director
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 221,715
<BONDS> 0
0
0
<COMMON> 2,509,474
<OTHER-SE> (2,731,189)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 39,890
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (39,890)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,890)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,890)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
