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 December 31, 1999
[ ] 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
Unaudited Condensed Balance Sheets as of December 31, 1999 4
Unaudited Condensed Statements of Operations as of
December 31, 1999 5
Unaudited Condensed Statements of Cash Flows as of
December 31, 1999 6
Notes to Unaudited Consolidated Financial Statements 7
Management's Discussion and Analysis of 12
Financial Condition or Plan of Operation
PART II. Other Information 12
Signatures 13
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>
VIDEOPLEX, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
December 31, June 30,
1999 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ - $ -
___________ ___________
Total Current Assets - -
___________ ___________
$ - $ -
___________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Liabilities of discontinued operations $ 181,825 $ 181,825
Accounts payable - related party 28,371 -
___________ ___________
Total Current Liabilities 210,195 181,825
___________ ___________
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 (28,371) -
___________ ___________
Total Stockholders' (Defic it) (210,195) (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.
4
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
Development Stage
For the Three Months For the Six Months on July 1,
Ended December 31, Ended December 31, 1994 through
__________________________________________ December 31,
1999 1998 1999 1998 1999
__________________________________________________
REVENUE:
Sales $ - $ - $ - $ - $ -
_____________________________________________
Total Revenue - - - - -
_____________________________________________
EXPENSES:
General and administrative 28,371 - 28,371 - 28,371
_____________________________________________
Total Expenses 28,371 - 28,371 - 28,371
_____________________________________________
LOSS FROM OPERATIONS (28,371) - (28,371) - (28,371)
CURRENT INCOME TAXES - - - - -
DEFERRED INCOME TAX - - - - -
______________________________________________
DISCONTINUED OPERATIONS:
Loss from operations
of marketing and
sales business subsidiary - - - - -
______________________________________________
NET LOSS $(28,371) $ - $(28,371) $ - $ (28,371)
______________________________________________
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.
5
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative from
the Re-entering of
Development Stage
For the Six Months on July 1,
Ended December 31, 1994 through
_______________________ December 31,
1999 1998 1999
_________ _________ ________
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (28,371) $ - $ (28,371)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable -related party 28,371 - 28,371
________________________________
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 $ - $ - $ -
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
For the six months ended December 31, 1999:
None
For the six months ended December 31, 1998:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
6
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO UNAUDITED 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
December 31, 1999 and 1998 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
December 31, 1999 are not necessarily indicative of the operating
results for the full year.
Development Stage - The Company is considered a development stage
company as defined in 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.
7
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
The accompanying financial statements as of December 31, 1999
and for the periods ended December 31, 1999 and 1998, 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 December 31, 1999:
December 31,
1999
_________
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 Six Re-entering of
Months Ended Months Ended Development Stage
December 31, 1999 December 31, on July 1,
_____________________________ 1994 through
1999 1998 1999 1998 December 31, 1999
_____________________________________________
Net Sales $ - $ - $ - $ - $ -
Cost of Goods Sold - - - - -
Other Operating Expenses 28,371 - 28,371 - 28,371
________________________________________________
Net Loss $(28,371) $ -$(28,371) $ - $ (28,371)
________________________________________________
Loss per Share $ (.00) $ -$ (.00) $ - $ (.00)
________________________________________________
8
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO UNAUDITED 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 December 31, 1999, unused operating
loss carryforwards of approximately $2,430,000, which may be
applied against future taxable income and which expire in various
years through 2019. 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 $825,000 and $820,000 as of
December 31, 1999 and June 30, 1999, respectively, with an
offsetting valuation allowance at each period end of the same
amount, resulting in a change of approximately $5,000 during the
six months ended December 31, 1999.
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 six months ended December 31, 1999, an
Officer of the Company paid expenses amounting to $28,371. This
amount is included in accounts payable - related party.
Change in Management - During the six months ended December 31,
1999, the Company under went a change in the Officers and Board
of Director's of the Company.
9
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO UNAUDITED 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 three and six months ended December 31, 1999 and 1998 and for
the period from the re-entering of development stage on July 1,
1994 through December 31, 1999:
<TABLE>
<CAPTION>
Cumulative from
the Re-entering of
For the Three For the Six Development Stage
Months Ended Months Ended on July 1, 1994,
December 31, December 31, through
____________________________________ December 31,
1999 1998 1999 1998 1999
____________________________________________
<S>
Loss from continuing
operations available to
common stockholders <C> <C> <C> <C> <C>
(numerator) $ (28,371)$ - $ (28,371) $ - $ (28,371)
____________________________________________
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
____________________________________________
</TABLE>
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.
10
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - SUBSEQUENT EVENTS
Subsequent to December 31, 1999, an Officer of the Company paid
$11,520 of the Company's expenses.
11
<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 December 31, 1999.
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 December 31, 1999 (Exhibit ref. No. 27).
12
<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
President and Director
Date: April 28, 2000 By:/s/ Kip Eardley
Secretary/Treasurer and Director
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 210,195
<BONDS> 0
0
0
<COMMON> 2,509,474
<OTHER-SE> (2,719,670)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 28,371
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (28,371)
<INCOME-TAX> 0
<INCOME-CONTINUING> (28,371)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,371)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
