SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 2000
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ___________________ to ______________
Commission File Number 0-14919
VIDEOPLEX, INC.
(Name of small business issuer in its charter)
New Jersey 22-2485230
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5882 South 900 East, Suite 202, Salt Lake City, Utah 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 801-269-9500
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common, No par value
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
The issuer's revenue for its most recent fiscal year was: $ -0-
The aggregate market value of the issuer's voting stock held as
of September 15, 2000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Videoplex,
Inc. during fiscal year 2000, therefore the value is deemed to be
$-0-.
As of September 15, 2000, the issuer had 9,860,245 shares of its
no par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: None
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated in 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-
presentational machine. Since 1993, the Company has not engaged
in any business operations. During 1994, Management determined
that it was in the best interests of the Company to discontinue
its previous operations in the sales and marketing business. The
Company is considered to have re-entered into a new development
stage on July 1, 1994. Subsequent to June 30, 2000, the Company
underwent a change in the officers and board of director's of the
Company.
At the present time, the Company intends to seek, investigate,
and if warranted, acquire an interest in a business opportunity.
The Company does not propose to restrict its search for a
business opportunity to any particular industry or geographical
area and may, therefore, engage in essentially any business in
any industry. The Company has unrestricted discretion in seeking
and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other
factors.
The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment. There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company=s shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be available
to the Company from various sources, including its officers and
directors, professional advisers, securities broker-dealers,
venture capitalists, members of the financial community, and
others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular
business, industry or geographical location. The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter
into a business or opportunity involving a start up or new
company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.
In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the
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perceived public recognition or acceptance of products, services,
trade or service marks, name identification; and other relevant
factors.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.
Procedures
As part of the Company=s investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.
Employees
The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.
ITEM 2. DESCRIPTION OF PROPERTY
The Company does not own any property. The Company currently
utilizes office space, free of charge, from officers and
directors of the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company has the following outstanding judgments on which
it is attempting to negotiate settlements:
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.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "VPLX". As of
September 15, 2000, the Company had 754 shareholders holding
9,860,245 shares of common stock.
The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission. In addition,
these quotations do not represent actual transactions.
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
1998
First Quarter .001 .001 .05 .05
Second Quarter None None .05 .05
Third Quarter None None .05 .05
Fourth Quarter None None .05 .05
1999
First Quarter None None .05 .05
Second Quarter None None .05 .05
Third Quarter None None .05 .05
Fourth Quarter None None .05 .05
2000
First Quarter None None .05 .05
Second Quarter None None .05 .04
The Company has never declared a dividend on its Common Stock.
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in
the foreseeable future. The Company's ability to pay dividends
is subject to limitations imposed by New Jersey law. Under New
Jersey law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The Company has $ -0- cash .
The Company did not generate any revenue during fiscal year
2000. The Company has no material commitments for capital
expenditures for the next twelve months.
General and administrative expenses consisted of general
corporate administration, legal and professional expenses, and
accounting and auditing costs. These expenses were $38,955 for
the year ended June 30, 2000 which is due to an increase in
accounts payable and a decrease in liabilities of discontinued
operation. As a result of the gain on settlement of liabilities
related to discontinued operations, the Company realized a net
income of $25,595 for the year ended June 30, 2000, as compared
to $ -0- for the same period in 1999.
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The Company believes that its current cash needs can be met
with advances from officers and directors 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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page 9.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following tables sets forth as of June 30, 2000, the name,
age, and position of each executive officer and director and the
term of office of each director of the Company.
Name Age Position Director or Officer Since
John Chymboryk 47 President and Director November 1999
Kip Eardley 41 Secretary/Treasurer
and Director January 2000
All Directors hold their positions for one year or until their
successors are duly elected and qualified. All officers holds
their positions at the will of the Board of Directors.
Set forth below is certain biographical information regarding
each of the Company's executive officers and directors:
John Chymboryk, President and Director. Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982. Following graduation he worked for a large
international accounting firm until 1984. He then taught courses
in finance, marketing and management in the business departments
of a Community College from 1984 to 1992. Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses. Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training. Mr. Chymboryk served as Vice
President and was responsible for the financial operations and in
developing and delivering management training. Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line. In 1997, Mr. Chymboryk was
involved in designing, developing and implementing a new
application that assists companies in following up and retaining
their existing customer base. Mr. Chymboryk is a director in the
following reporting companies, GTM Holdings, Inc. Reddi Brake
Supply Corporation, Golden Quest, Inc., and Heavenly Hotdog, Inc.
Kip Eardley, Secretary/Treasurer and Director. Since 1989,
Mr. Eardley has been self employed as the president and owner of
Capital Consulting of Utah, Inc. which is a consulting firm to
various public and private companies. Mr. Eardley is a directors
in the following reporting companies, Holmes Microsystems, Inc.,
GTM Holdings, Inc. Reddi Brake Supply Corporation, Golden Quest,
Inc., and Heavenly Hotdog, Inc.
To the knowledge of management, during the past five years, no
present or former director, executive officer or person nominated
to become a director or an executive officer of the Company:
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(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of
a pending criminal proceeding (excluding traffic violations or
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities; (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing,
or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliate person, director or employee of
any investment company, or engaging in or continuing any conduct
or practice in connection with such activity; (ii) engaging in
any type of business practice; or (iii) engaging in any activity
in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
ITEM 10. EXECUTIVE COMPENSATION
No compensation has been paid to any officer or director of
the Company in the past three years. There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in
control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 2000, the name
and the number of shares of the Company's Common Stock, no par
value per share, held of record, or was known by the Company to
own beneficially, more than 5% of the 8,444,314 issued and
outstanding shares of the Company's Common Stock, and the name
and shareholdings of each director and of all officers and
directors as a group.
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class
Common John Chymboryk (1)(2) 1,500,000 15.21%
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Kip Eardley (1)(2) 1,500,000 15.21%
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
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Common Capital Holdings, Inc. (2) 1,500,000 15.21%
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Techniques Digitales Appliquees 850,000 8.62%
Ala Video Parc Industries Des Hauts Sarts
B-4400 Liege Belgium
Herstal Belgium
Common Officers, Directors and 1,500,000 15.21%
Nominees as a Group: ( 2 persons)
(1) Officer and/or director of the Company.
(2) Mr. John Chymboryk, President and Director of the Company,
and Mr. Kip Eardley, Secretary/Treasurer and director of the
Company, are each 50% owners of Capital Holdings, Inc. and
therefore are considered beneficial owners of the stock held
by Capital Holdings, Inc.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 200 the Company issued 1,500,000 shares of common
stock to Capital Holdings, Inc. in consideration for its payment
of the Company debt in the amount of $45,415. Mr. John
Chymboryk, President and Director of the Company, and Mr. Kip
Eardley, Secretary/Treasurer and Director of the Company, are
each 50% owners of Capital Holdings, Inc.
The Company utilizes office space provided by the officers and
directors of the Company at no charge to the Company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 2000.
Exhibits
Copies of the following documents are included as exhibits to
this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document Location
No. No.
1 (3)(i) Articles of Incorporation *Incorporated by reference
2 (3)(i) Articles of Incorporation
as Amended *Incorporated by reference
3 (3)(ii) By Laws *Incorporated by reference
4 (27) Financial Data Schedule Attached
*Incorporated by reference to the Form 10-KSB filed on April 24,
2000 with the SEC
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
VIDEOPLEX, INC.
Date: September 18, 2000 By: /s/ John Chymboryk
President
Date: September 18, 2000 By: /s/ Kip Eardley
Secretary/Treasurer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: September 18, 2000 By:/s/ John Chymboryk
Director
Date: September 18, 2000 By:/s/ Kip Eardley
Director
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VIDEOPLEX, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
CONTENTS
PAGE
- Independent Auditors' Report 10
- Balance Sheet, June 30, 2000 11
- Statements of Operations, for the years ended
June 30, 2000 and 1999 and from the
re-entering of development stage on
July 1, 1994 through June 30, 2000 12
- Statement of Stockholders' (Deficit), from
the re-entering of development stage on
July 1, 1994 through June 30, 2000 13
- Statements of Cash Flows, for the years ended
June 30, 2000 and 1999 and from the re-entering
of development stage on July 1, 1994 through
June 30, 2000 14
- Notes to Financial Statements 15-18
9
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INDEPENDENT AUDITORS' REPORT
Board of Directors
VIDEOPLEX, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Videoplex, Inc.
[a development stage company] at June 30, 2000, and the related
statements of operations, stockholders' (deficit) and cash flows
for the years ended June 30, 2000 and 1999 and for the period
from the re-entering of development stage on July 1, 1994 through
June 30, 2000. 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 audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit 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 audited by us present
fairly, in all material respects, the financial position of
Videoplex, Inc. [a development stage company] as of June 30, 2000
and the results of its operations and its cash flows for the
years ended June 30, 2000 and 1999 and for the period from the re-
entering of development stage on July 1, 1994 through June 30,
2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 6 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 6. The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
/s/ Pritchett Siler & Hardy, P.C.
August 7, 2000
Salt Lake City, Utah
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VIDEOPLEX, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
June 30,
2000
___________
CURRENT ASSETS $ -
___________
Total Current Assets -
___________
$ -
____________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 3,540
Liabilities of discontinued operations 107,275
___________
Total Current Liabilities 110,815
___________
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value, 10,000,000
shares authorized, 9,860,245 shares issued
and outstanding 9,860
Capital in excess of par 2,545,029
Retained deficit (2,691,299)
Earnings accumulated during the development stage
25,595
___________
Total Stockholders' (Deficit) (110,815)
___________
$ -
____________
The accompanying notes are an integral part of this financial
statement.
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VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
Development Stage
For the Years Ended on July 1,
June 30, 1994 through
______________________ June 30,
2000 1999 2000
__________ __________ ___________
REVENUE:
Sales $ - $ - $ -
__________ __________ __________
Total Revenue - - -
__________ __________ __________
EXPENSES:
General and administrative 38,955 - 38,955
__________ __________ __________
Total Expenses 38,955 - 38,955
__________ __________ __________
LOSS FROM OPERATIONS (38,955) - (38,955)
CURRENT INCOME TAXES - - -
DEFERRED INCOME TAX - - -
__________ __________ __________
LOSS BEFORE EXTRAORDINARY
ITEM: (38,955) - (38,955)
__________ __________ __________
EXTRAORDINARY ITEM:
Gain on settlement of
liabilities related to
discontinued operations 64,550 - 64,550
__________ __________ ___________
NET INCOME $ 25,595 - $ 25,595
__________ __________ ___________
EARNINGS (LOSS) PER SHARE:
Loss from continuing
operations $ (.00) $ - $ (.00)
Gain from extraordinary item .01 - .01
__________ __________ ___________
Total Earnings Per Share $ .00 $ - $ .00
__________ __________ ___________
The accompanying notes are an integral part of these financial
statements.
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VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON
JULY 1, 1994 THROUGH JUNE 30, 2000
Earnings
Accumulated
Common Stock Capital in During the
___________________ Excess of Retained Development
Shares Amount Par Deficit Stage
__________________________________________________
BALANCE, July 1, 1994 8,444,314 $ 8,444 $2,501,030 $(2,691,299) $ -
Net loss for the period
ended June 30, 1995 - - - - -
__________________________________________________
Balance, June 30, 1995 8,444,314 8,444 2,501,030 (2,691,299) -
Net loss for the year
ended June 30, 1996 - - - - -
__________________________________________________
BALANCE, June 30, 1996 8,444,314 8,444 2,501,030 (2,691,299) -
Net loss for the year
ended June 30, 1997 - - - - -
__________________________________________________
BALANCE, June 30, 1997 8,444,314 8,444 2,501,030 (2,691,299) -
Net loss for the year
ended June 30, 1998 - - - - -
__________________________________________________
BALANCE, June 30, 1998 8,444,314 8,444 2,501,030 (2,691,299) -
Net loss for the year
ended June 30, 1999 - - - - -
__________________________________________________
BALANCE, June 30, 1999 8,444,314 8,444 2,501,030 (2,691,299) -
Cancellation of shares
authorized from February
1989 through June 1989
but were never issued (92,697) (93) 93 - -
Adjustment of shares
authorized to reconcile
to actual outstanding
shares 8,628 9 (9) - -
1,500,000 shares issued
in payment of debt of
$45,415, June 2000 1,500,000 1,500 43,915 - -
Net income for the year
ended June 30, 2000 - - - - 25,595
__________________________________________________
BALANCE, June 30, 2000 9,860,245 $ 9,860 $2,545,029 $(2,691,299) $25,595
__________________________________________________
The accompanying notes are an integral part of this financial
statement .
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VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Cumulative from
the Re-entering of
Development Stage
For the Years Ended on July 1,
June 30, 1994 through
_______________________ June 30,
2000 1999 2000
________________________________
Cash Flows From Operating Activities:
Net income $ 25,595 $ - $ 25,595
Adjustments to reconcile net loss to
net cash used by operating activities:
Extraordinary gain on settlement of debt
operations liabilities (64,550) - (64,550)
Changes in assets and liabilities:
Increase in accounts payable 48,955 - 48,955
(Decrease) in liabilities of discontinued
operations (10,000) - (10,000)
________________________________
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 2000:
1,500,000 shares of common stock were issued to pay debt of
$45,415. Also an adjustment of 8,628 shares was made to
reconcile outstanding shares
For 1999:
None
The accompanying notes are an integral part of these financial
statements.
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VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO 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.
Development Stage - The Company is considered a development stage
company as defined in SFAS no. 7. Subsequent to June 30, 2000,
the Company under went a change in the officers and Board of
Director's of the Company.
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 8].
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles required
management to make estimates and assumptions that effect 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.
15
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VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
The accompanying financial statements as of June 30, 2000 and
for the years ended June 30, 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.
Included in liabilities are $107,275 of judgments and taxes
payable related to the former operations of the Company.
NOTE 3 - COMMON STOCK
During 1989 the board of directors approved the issuance of
92,697 shares of common stock in payment of interest expense on
debt. Although the Company previously accounted for the stock as
issued, it was in fact never issued. During August, 2000 the
Board of Directors resolved to not issue the shares and to adjust
the books to match the shares actually issued and outstanding.
The financial statements show an adjustment to reflect the
cancellation of the shares. The Board of Directors also resolved
to adjust the books by 8,628 shares of common stock. With these
adjustments, the books now reflect the actual shares issued and
outstanding.
During June, 2000 the Company issued 1,500,000 shares of common
stock as a reimbursement to a shareholder or an entity related to
a shareholder for expenses in the amount of $45,415 which had
been paid by the related entity on behalf of the Company.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" which requires the liability approach for the
effect of income taxes.
The Company has available at June 30, 2000, unused operating loss
carryforwards of approximately $2,636,000, 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 (approximately $896,000) at June 30, 2000
and, therefore, no deferred tax asset has been recognized for the
loss carryforwards. The change in the valuation allowance is
approximately $12,000 and $0 for the years ended 2000 and 1999,
respectively.
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VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - 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 Paid - Certain expenses of the Company have been paid
by a shareholder or an entity related to a shareholder of the
Company, totaling $45,415. During June, 2000 the Company
issued 1,500,000 shares of common stock in payment of the
$45,415 which had been advanced.
NOTE 6 - 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 7 - CONTINGENCIES
During 1994, the Company discontinued all of its previous
operations. Management believes that the Company is not liable
for any existing liabilities related to its former operations but
the possibility exists that creditors and others seeking relief
may include the Company in claims and suits. The Company is not
currently named in any such suits nor is it aware of any
threatened suits. It is the belief of Management and their
Counsel that the Company would be successful in defending against
any such claims and that no material negative impact on the
financial position of the Company would occur. Management and
Counsel further believe that with the passage of time the
likelihood of any such claims being raised is becoming more
remote and that various Statutes of Limitations should provide
adequate defenses for the Company. Consequently, the financial
statements do not reflect any accruals or allowances for any such
claims.
17
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VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for
the years ended June 30, 2000 and 1999 and for the period from
the re-entering of development stage on July 1, 1994 through June
30, 2000:
Cumulative from
the Re-entering of
Development Stage
For the Years Ended on July 1,
June 30, 1994 through
_______________________ July 1,
2000 1999 2000
________________________________
Loss from continuing operations
available to common stockholders
(numerator) $ (38,955) $ - $ (38,955)
________________________________
Gain from extraordinary items
available to common stockholders
(numerator) $ 64,550 $ - $ 64,550
________________________________
Weighted average number of
common shares outstanding
used in earnings per share
during the period (denominator) 8,534,478 8,444,314 8,459,376
________________________________
Dilutive earnings 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.
18
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