SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
July 31, 1999 0-14200
- -------------------------- ------------------------
COMPUSONICS VIDEO CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1001336
- ------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7001 Orchard Lake Road - Suite 424
West Bloomfield, MI 48322-3608
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(248) 851-5651
---------------
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.001 Par Value
-----------------------------
(Title of Class)
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 and, (2) has been subject to such filing
requirements for the past 90 days: Yes X No
------ ------
As of October 1, 1999, a total of 160,006,250 shares of common stock,
$.001 par value, were outstanding and the aggregate market value of the voting
stock held by nonaffiliates of the Registrant was approximately $ 1,044,598
based on the average of the bid and asked prices as of September 30, 1999 of
$.013 as reported by the National Quotation Bureau, Inc.
1
<PAGE>
COMPUSONICS VIDEO CORPORATION
FORM 10-K
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
CompuSonics Video Corporation ("Registrant") was organized under the laws of the
State of Colorado on August 14, 1985. The Registrant's principal activities
since inception have been devoted to obtaining equity capital for the
development of a digital video recording and playback system with a view towards
its manufacture and marketing.
The Registrant has no substantial operations, research and development,
earnings, cash flows, product development or sources of financing.
On December 13, 1985, the Registrant concluded a public offering of 30,000,000
Units, each Unit consisting of one share of its common stock and one Class A
Warrant, and received net proceeds of $727,971.
On November 16, 1987, the Registrant acquired The Tyler-Shaw Corporation, a New
York corporation ("Tyler-Shaw"), which was engaged in the business of direct
mail marketing.
Effective July 31, 1992, Tyler-Shaw was considered inactive. Tyler-Shaw has no
substantial operations, research and development, earnings, cash flows, product
development or sources of financing.
In August, 1998, the Company hired a manager experienced in Internet programming
to investigate the possibility of implementing a new business activity for the
Company known as website development and maintenance. The rapid development of
the Internet and its graphical element, the World Wide Web, has made the use of
the Internet commonplace among many companies around the world. The Company's
management concluded that significant opportunities existed in this emerging
technology and developed a business model where the Company would seek
programming contracts with related and outside companies to do this type of work
on a consulting and project basis. The manager hired to do the business
investigation was named the Director of Technology Development and the Company
began its consulting work in the fourth calendar quarter of 1998, when the
Company established its operations in Chicago and hired additional staff.
2
<PAGE>
The Company focuses its efforts on the development of commercial sites on the
World Wide Web. The Company develops e-commerce applications, where a
manufacturer or distributor would sell its products on the Internet, internal
coordination sites called Intranets, that are used by employees of a company to
communicate with each other and share information, and Extranets, used by
companies to communicate and share information with outside groups such as
suppliers and major customers.
The technical management of the Company has significant experience in this type
of work and has two current clients for these type of projects, while currently
prospecting for additional business in this area. The ability of the Company to
generate additional business is directly related to staffing levels of
employees. As such, the Company expects to hire additional employees as the
level of business grows.
On June 22, 1999, the Company loaned $150,000 to Pro Golf International, Inc.
("PGI"), a subsidiary of Ajay Sports, Inc. The Company received a promissory
note that is subordinated to PGI's primary lender. The unpaid principal balance
will bear an interest rate of 10% and will be due and payable in full on July
22, 2000. The Company has made a proposal to PGI to do website development and
maintenance work for PGI and its related companies.
(b) Financial Information about Industry Segments.
Prior to the year ended July 31, 1992, the Registrant engaged in two
business segments: (1) Development and marketing of a digital video recording
and playback system, and (2) Direct mail marketing. All of the Registrant's
revenues for the past four fiscal years have been from the direct mail marketing
segment. The Registrant had no revenues for the current year or for the two
immediately preceding years and considers its direct mail marketing segment
inactive.
(c) Narrative Description of Business.
(c) (1) (i):
THE COMPUSONICS VIDEO SYSTEM
- ----------------------------
The Registrant has developed a system to make video recordings, digitilize
video images and playback digital data on a television monitor. Digitizing and
random access capabilities represent significant improvements over conventional
analog recorders.
Conventional analog video recorders convert electrical impulses
representing visual images into waveforms, which are then stored on magnetic
tape or disk. On playback, waveforms are converted back into electrical
impulses, which are converted to visual images through a television picture tube
or similar device. In an analog system, the accuracy of the reproduced image is
dependent upon the quality of the tape or disk, as well as the quality of the
playback system itself. Further, the noise generated by the surface defects on
the tape or disk is apparent when the image is played back.
3
<PAGE>
Advances in computer technology, particularly in digital memory devices,
have been applied in the development of both audio and video digital recording
and playback systems. CompuSonics Corporation, owner of 7.1% of the Common Stock
of the Registrant, has produced audio digital systems that utilize advanced
microcomputer chips to record and reproduce audio signals using its proprietary
digital audio technology, known as "CSX". The Registrant has exclusive license
to utilize the CSX technology in the development and production of its products.
The motion picture industry currently uses digital image processors for the
creation of special effects and picture enhancements. These image processors use
small digital memories to store and manipulate images that have been digitized
and transferred from analog sources.
In the Registrant's proposed system, video signals would be converted into
numerical data representing video images. Data would then be stored in a
temporary buffer memory. Each video frame image would be processed, through
licensed CSX technology, to reduce the amount of data to the minimum required to
produce an image for playback closely resembling the image as initially
recorded. Data representing the video image would be stored on a floppy disk or
other computer information storage disk. Playback of the digital data would
occur on a television monitor with a compatible signal receiving capability. The
accompanying high fidelity audio signal could be routed to a suitably equipped
stereo television set or through a conventional stereo system adjacent to the
monitor.
Proposed Products
The Registrant has no developed products at this time. The digital video
system that the Registrant was developing consisted of a group of proposed
products that would record, playback, edit and transmit video data and audio
data in connection with the video.
The Registrant will most likely attempt to sublicense manufacturing rights
or enter into production contracts with non-affiliated parties. There are no
current prospects for such sublicenses or contracts and the prospects of success
cannot be determined.
Marketing
The Registrant has had no marketing activities since 1990, other than the
marketing of its Internet consulting services in August 1998.
4
<PAGE>
DIRECT MAIL MARKETING
- ---------------------
Tyler-Shaw's business consisted of offering specialized products to direct
mail list owners through a process called syndication.
Tyler-Shaw's president terminated employment in March, 1991, and it's
Pennsylvania office was closed. A short-term arrangement with a consultant
lapsed in July, 1991 and hasn't been renewed. Since that time the company has
been inactive.
(c) (1) (ii) Except for its proposed products listed above, there has been
no public announcement of, and the Registrant has not otherwise made public,
information about a new product or industry segment that would require the
investment of a material amount of the assets of the Registrant or that
otherwise is material.
(c) (1) (iii) The Registrant anticipates that any production of new
products will be organized by second-party marketers and manufacturers,
therefore the sources and availability of raw materials is not material
concerns.
(c) (l)(iv) The Registrant holds all rights to United States and certain
foreign patent and patent applications for a digital video recording and
playback system. On July 21, 1987, patent number 4,682,248 were issued to the
Registrant with three claims of the Registrant being allowed. On July 5, 1988,
patent number 4,755,889 was issued to the Registrant with four claims being
allowed. The Japanese patent number 2,053,230 was issued on May 10, 1996 for an
"Audio Digital Recording & Playback System" and will remain in effect until
April 19, 2014, providing all renewals are paid. This patent is the Japanese
counterpart of U.S. Patent No. 4,636,876 and 4,472,747. The Japanese patent
number 2,596,420 was issued on January 9, 1997 for an "Audio Digital Recording &
Playback System" and will remain in effect until September 17, 2006 providing
all renewals are paid. This patent is the Japanese counterpart of U.S. Patent
No. 4,755,889. There can be no assurance that patents will be issued in
connection with the remaining applications. If future patents are granted and
any of them are tested in litigation, such patents may not afford protection as
broad as the claims made in the patent applications. Furthermore, expense
required to enforce patent rights against infringers would be costly. However,
the Registrant believes the patent protection obtained, and any further
issuances, will greatly assist efforts to protect its technology from being
copied.
The Registrant has also been granted a limited exclusive license by
CompuSonics Corporation to utilize its proprietary digital audio technology,
CSX, for the limited purpose of incorporating that technology into its proposed
video system to process the audio portions of recorded material. CompuSonics
Corporation, a Colorado corporation, and a shareholder of the Registrant, has
been engaged in marketing and promoting its CSX Technology licensing and
engineering consulting services on a reduced and limited basis.
5
<PAGE>
(c)(l)(v) The Registrant's business is not seasonally affected.
(c) (1) (vi) The Registrant has no marketable product and as such is not
required to carry significant amounts of inventory.
(c) (l) (vii) The Registrant has attempted to market its technology.
Therefore the success of the Registrant is dependent upon the ability of the
Registrant to locate customers who will purchase the proposed products or
technology offered by the Registrant. There can be no guarantee that such
customers can be located.
The subsidiary, Tyler-Shaw, acted as a sales representative and syndicator
of consumer products through direct mail marketing programs principally in
conjunction with major credit card companies. Tyler-Shaw is currently inactive
and the success of the subsidiary is doubtful.
(c) (1) (viii) There is no backlog at this time.
(c) (1) (ix) No material portion of the Registrant's business is subject
to renegotiations of profits or termination of contracts or subcontracts at the
election of the government.
(c) (l)(x) The Registrant competes with all companies engaged in design,
manufacture and marketing of digital video recording and playback systems. The
Registrant's primary competition in the home entertainment market will be the
VideoCassette Recorder ("VCR") and related recording technologies. VCRs and
related equipment are manufactured and sold by numerous large, well-financed
companies with established distribution channels. Rental and sale of
videocassettes is also well established and there are numerous outlets for
pre-produced and blank videocassettes. Costs for purchasing new VCRs have been
decreasing since their market introduction and VCRs are readily available for
rent. It is anticipated that the Registrant's DVR will be significantly more
expensive to purchase than a VCR. The Registrant anticipates that its system
would compete with the VCR on the basis of the high quality of its video and
audio on playback and because of the ability to more precisely index and locate
selected material for playback. The Registrant is aware of the development of
systems similar to its own. There can be no assurance that such systems will not
soon be marketed by competitors. It can be expected that most of the
Registrant's competitors will have extensive experience and possess financial,
technological and personnel resources substantially greater than that of the
Registrant.
The Registrant's subsidiary, Tyler-Shaw, which is currently inactive, was
in competition with all companies engaged in direct mail marketing. It can be
expected that most of the Registrant's direct mail marketing competitors will
have extensive experience and possess financial, technological and personnel
resources substantially greater than the Registrant's.
6
<PAGE>
In August, 1998, the Company hired a manager experienced in Internet programming
to investigate the possibility of implementing a new business activity for the
Company known as website development and maintenance. The rapid development of
the Internet and its graphical element, the World Wide Web, has made the use of
the Internet commonplace among many companies around the world. The Company's
management concluded that significant opportunities existed in this emerging
technology and developed a business model where the Company would seek
programming contracts with related and outside companies to do this type of work
on a consulting and project basis. The manager hired to do the business
investigation was named the Director of Technology Development and the Company
began its consulting work in the fourth calendar quarter of 1998, when the
Company established its operations in Chicago and hired additional staff.
The Company focuses its efforts on the development of commercial sites on the
World Wide Web. The Company develops e-commerce applications, where a
manufacturer or distributor would sell its products on the Internet, internal
coordination sites called Intranets, that are used by employees of a company to
communicate with each other and share information, and Extranets, used by
companies to communicate and share information with outside groups such as
suppliers and major customers.
The technical management of the Company has significant experience in this type
of work and has two current clients for these type of projects, while currently
prospecting for additional business in this area. The ability of the Company to
generate additional business is directly related to staffing levels of
employees. As such, the Company expects to hire additional employees as the
level of business grows.
(c)(l)(xi) During the period from August 1, 1989, through July 31, 1999,
the Registrant did not expend any funds on research and development.
(c) (l)(xii) The Registrant is not materially affected by the federal,
state and local provisions which have been enacted or adopted regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment.
(c)(l) (xiii) As of July 31, 1999, the Registrant had three employees. As
of October 16, 1999, the Registrant has two employees.
(d) Financial Information about Foreign and Domestic Operations and Export
Sales.
The Registrant has no material international operations or direct export
sales.
7
<PAGE>
ITEM 2. PROPERTIES
The Registrant has been using space, at no charge, in the office of a
related entity for the purposes of administration and development.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a present party to any material pending legal
proceedings and no such proceedings were known as of the end of the fiscal year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Registrant's shareholders during
the fourth quarter ended July 31, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information
The principal market on which the Registrant's common stock, $.001 par
value (the "Common Stock"), is traded is the over-the-counter market under the
symbol "CPVD". Prices for the Common Stock have been reported in the National
Daily Quotation Service "Pink Sheets" published by the National Quotation
Bureau, Inc. since December 16, 1985.
The range of high and low bid quotations for the Registrant's Common Stock
since the quarter ended October 31, 1996 is as follows:
High Bid* Low Bid*
October 31, 1996 ** **
January 31, 1997 ** **
April 30, 1997 ** **
July 31, 1997 ** **
October 31, 1997 ** **
January 31, 1998 ** **
April 30, 1998 ** **
July 31, 1998 ** **
October 31, 1998 .0001 .0001
January 31, 1999 .0001 .0001
April 30, 1999 .0001 .0001
July 31, 1999 .0125 .010
** No Bid reported for Common Stock
8
<PAGE>
On July 31, 1999, the respective bid and ask prices reported for the
Common Stock were $.0125* and $ .01*.
*Prices are inter-dealer quotations as reported by the National Quotation
Bureau, Inc., New York, New York, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
(b) Holders.
As of July 31, 1999, the number of record holders of the Registrant's
Common Stock was approximately 5,284.
(c) Dividends.
The Registrant has never paid a dividend with respect to its Common Stock
and does not intend to pay a dividend in the foreseeable future. The shares of
Series A Preferred Stock are entitled to a $1.00 per share annual preference,
which must be paid before any dividends are payable on the Common Stock. There
are no preferred shares outstanding.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------
July 31,
- -----------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Working Capital (627,070) (651,204) (604,401) (552,276) (465,635)
Cash 48,563 77 153 266 36
Total Assets 320,018 80,163 67,781 71,454 94,288
Total Liabilities 947,088 731,368 672,182 623,730 559,923
Shareholders' Deficit (627,070) (651,204) (604,401) (552,276) (465,635)
Operating Revenue -0- -0- -0- -0- -0-
Gross Profit -0- -0- -0- -0- -0-
Total General
& Administrative
Expenses 147,058 16,334 7,026 22,617 20,848
Research &
Development -0- -0- -0- -0- -0-
Net other
income (expense) (43,532) (42,927) (41,540) (40,959) (36,757)
Net Gain (Loss) 21,621 (59,261) (48,566) (63,576) (57,605)
Net loss * * * * *
per common share
- -----------------------------------------------------------------------------------------
</TABLE>
Note: * Less than $.01 per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Working capital decreased by $24,134 for the period from August 1, 1998
through July 31, 1999. This was mainly caused by the net income for the year of
$21,261.
Net income from operations was $65,152 which consisted mostly of $212,210
in consulting income offset by $101,817 staff salaries, patent fees of $7,156;
management fees of $4,150 to a related company and professional fees of $7,231
for auditing services, stock transfer fees and other professional fees.
In accordance with SFAS 115, the Registrant reported the 28,475 shares of
Williams Controls, Inc. common stock (Nasdaq "WMCO") at fair market value at
closing price on July 31, 1999 of $88,984. The stock is classified as
available-for-sale securities and originally cost $25,035.
In the past the Registrant has relied on a related company to provide the
working funds it has required but there is no assurance that this will continue
in future years.
9
<PAGE>
Results of Operations
- ----------------------
Year ended July 31, 1999
Compared to July 31, 1998
Operating revenue for the years ended July 31, 1999 and 1998 were $212,210 and
$-0- respectively. The Company currently has consulting agreements with two
affiliated companies to do website development and maintenance consulting work.
They are Williams Controls, Inc. ("Williams") and Ajay Sports, Inc. ("Ajay").
The work product includes redesigns of the companies websites, the development
of intranet products, and ongoing maintenance of the sites as new features are
added.
The subsidiary that had provided revenues, in the years prior to 1992, has been
inactive during the last seven years and the Registrant does not expect income
from this operation in future years.
General and administrative expenses were $147,058 for the year ended July
31, 1999 compared to $16,334 for the year ended July 31, 1998. As discussed
above, the expenses incurred were for the staff salaries of $101,817 extension
of currently held patents, $7,156; Professional fees of $7,231; and Management
fees of $4,150 to a related party for services including accounting and SEC
report preparation.
During the year ended July 31, 1999, other income and expense consisted of
interest expense of $45,134 on notes payable.
The Registrant has initiated replacement of the Registrant's most significant
computer programs with new updates that are warranted to be year 2000 compliant.
Installation of these updates was completed on September 8, 1999. All other
programs subject to year 2000 concerns will be evaluated utilizing internal and
external resources to reprogram, replace or test each of them.
Year ended July 31, 1998
Compared to July 31, 1997
Operating revenue for the years ended July 31, 1998 and 1997 were $-0-.
The subsidiary that had provided revenues, in the years prior to 1992, has been
inactive during the last five years and the Registrant does not expect income
from this operation in future years.
General and administrative expenses were $16,334 for the year ended July
31, 1998 compared to $7,026 for the year ended July 31, 1997. As discussed
above, the expenses incurred were for the extension of currently held patents,
$8,229; Professional fees of $6,714: and Management fees of $1,200 to a related
party for services including accounting and SEC report preparation. Legal fees
and patent fees decreased substantially from prior years.
During the year ended July 31, 1998, other income and expense consisted of
interest expense of $42,927 on notes payable.
10
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data immediately follow the
signature page of this document and are listed under Item 14 of Part IV of this
Annual Report on the Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) and (b) Identification of Directors and Executive Officers.
Name Age Position
----- ---- -----------
Robert R Hebard 46 Chairman of the Board, Chief Executive
Officer, President and Treasurer
Robert J. Flynn 64 Vice President, Director, and Secretary
The directors of the Registrant are elected to hold office until the next
annual meeting of shareholders and until their respective successors have been
elected and qualified. Officers of the Registrant are elected by the Board of
Directors and hold office until their successors are elected and qualified.
(c) Identification of Certain Significant Employees.
The Registrant is subject to Section 13(a) of the Securities Exchange Act
of 1934 and is therefore not required to identify or disclose information
concerning its significant employees.
(d) Family Relationships.
There are no family relationships between any director, executive officer
or person nominated or chosen by the Registrant to become a director or
executive officer.
(e) Business Experience.
(e) (1) Background.
11
<PAGE>
Robert R. Hebard. Mr. Hebard has received his Bachelors Degree in
Marketing/Management from Cornell University in 1975 and an MBA from Canisus
College in 1982. Mr. Hebard is the currently the Chairman and President of the
Registrant. Mr. Hebard is also currently President and Chairman of Enercorp,
Inc., a publicly held business development company. He is also a director, Vice
President and Secretary of Woodward Partners, Inc. Mr. Hebard is corporate
Secretary and is on the Board of Directors for Ajay Sports, Inc. since
September, 1990. In June, 1999 Mr. Hebard was appointed as the corporate
Secretary and a member of the Board of Directors of Pro Golf International, Inc.
and Pro Golf Online, Inc., two majority owned subsidiaries of Ajay.
Robert J. Flynn. Mr. Flynn has been Chairman of the Board of Funding
Enterprises, a Southfield, Michigan based marketing company for 20 years. He has
been active in the securities and insurance fields since 1963 and in the
marketing of Real Estate securities since 1968. Mr. Flynn is licensed as a
registered security representative and insurance agent. Since 1981, he has been
Chairman of the Act 78 Southfield Police and Fire Commission. Mr. Flynn received
a B.S. degree from Cornell University in 1958.
(e) (2) Directorships.
Mr. Hebard is a director of Woodward Partners, Inc., Enercorp, Inc., and
Ajay Sports, Inc.; latter two of which are publicly-held companies. Mr. Flynn is
Chairman of the Board of Funding Enterprises.
(f) Involvement in Certain Legal Proceedings.
(f) (1) During the past five years, there have been no filings of
petitions under the federal bankruptcy laws or any state insolvency laws, nor
has there been appointed by any court a receiver, fiscal agent or similar
officer by or against any director or executive officer of the Registrant or any
partnership in which such person was a general partner or any corporation or
business association of which he was an executive officer within two years
before the time of such a filing, except as stated in Item 10 (e) (1), above.
12
<PAGE>
(f)(2) No director or executive officer of the Registrant has, during the
past five years, been convicted in a criminal proceeding or is the named subject
of a pending criminal proceeding.
(f)(3) During the past five years, no director or executive officer of the
Registrant has been the subject of any order, judgement or decree not
subsequently reversed, suspended or vacated by 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, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of any of the
foregoing, or an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance 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 law.
(f)(4) During the past five years no director or executive officer of the
Registrant has been the subject of any order, judgment or decree not
subsequently reversed, suspended or vacated by 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 in paragraph (f) (3) (i) of this
Item or to be associated with persons engaged in any such activity.
(f)(5) During the past five years no director or executive officer of the
Registrant has been 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.
(f)(6) During the past five years no director or executive officer of the
Registrant 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, which judgment or finding has not been subsequently reversed,
suspended or vacated.
13
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
(a) (1) Cash Compensation.
The following sets forth all remuneration paid in the fiscal year ended
July 31, 1999, to all officers of the Registrant and the total amount of
remuneration paid to the officers and directors as a group:
Number of persons Capacities in Cash
in group (1) which served compensation
----------------- ------------- ------------
Registrant:
All executive officers Various None
as a group
Subsidiary:
No officers or directors received remuneration exceeding $100,000 during the
fiscal year ended July 31, 1999.
(b) (1) Compensation Pursuant to Plans.
Incentive Stock Option Plan
The Board of Directors of the Registrant, in October 1985, adopted an
Incentive Stock Option Plan (the "Plan") for key employees. Options covering a
total of 7,000,000 shares of Common Stock are available for grant under the
Plan. The Plan is administered by the Board of Directors, who are responsible
for establishing the criteria to be applied in administering the Plan. The Board
of Directors is empowered to determine the total number of options to be granted
to any one optionee, provided that the maximum fair market value of the stock
for which any employee may be granted options during a single calendar year may
not exceed $100,000 plus one-half of the excess of $100,000 over the aggregate
fair market value of stock for which an employee was granted options in each of
the three preceding calendar years. The exercise price of the options cannot be
less than the market value of the Common Stock on the date of grant (110% of
market value in the case of options to an employee who owns ten percent or more
of the Registrant's voting stock) and no option can have a term in excess of ten
years. In the event of certain changes or transactions such as a stock split,
stock dividend or merger, the Board of Directors has the discretion to make such
adjustments in the number and class of shares covered by an option or the option
price as they deem appropriate. Options granted under the Plan are
nontransferable during the life of the optionee and terminate within three
months upon the cessation of the optionee's employment, unless employment is
terminated for cause in which case the option terminates immediately. Only one
option has been granted under the plan and it has lapsed.
(b) (2) Pension Table.
The Registrant has no defined benefit and actuarial plan providing for
payments to employees upon retirement.
(b) (3) Alternative Pension Plan Disclosure.
The Registrant has no defined benefit and actuarial plan providing for
payments to employees upon retirement.
14
<PAGE>
(b) (4) Stock Option and Stock Appreciation Rights Plans.
During the period from August 1, 1988, through July 31, 1999, no stock
options were granted.
(c) Other Compensation.
No other compensation having a value of the lesser of $100,000 or ten
percent of the compensation reported in the table in paragraph (a) (1) of this
Item was paid or distributed to all executive officers as a group during the
period from August 1, 1989, through July 31, 1999.
(d) Compensation of Directors.
(d) (1) Standard Arrangements.
The Registrant reimburses its directors for expenses incurred by them in
connection with business performed on the Registrant's behalf, including
expenses incurred in attending meetings. No such reimbursements were made for
the period from August 1, 1989 through July 31, 1999. The Registrant does not
pay any director's fees.
(d) (2) Other Arrangements.
There are no other arrangements pursuant to which any director of the
Registrant was compensated during the period from August 1, 1989, through July
31, 1999, for services as a director other than as listed above in (d) (1).
(e) Termination of Employment and Change of Control Arrangement.
The Registrant has no formal plan or arrangement with respect to any such
persons, which will result from a change in control of the Registrant or a
change in the individual's responsibilities following a change in control.
15
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a)(b) Security Ownership of Certain Beneficial Owners and Security Ownership
of Management.
The following table sets forth the number of shares of the Registrant's
common stock, its only class of voting securities, owned by executive officers
and directors, individually, and beneficial owners of more than five percent of
the Registrant's Common Stock, and executive officers as a group, as of October
1, 1999.
Number of Shares
and Nature
of Beneficial Percent
Name and address Ownership (1) of Class
- ----------------------- ----------------- ----------
CompuSonics Corporation 11,300,000 (2) 7.1%
2345 Yale Street
Palo Alto, California 94306
TICO, Inc. 30,000,000 18.7%
7001 Orchard Lake Road
Suite 424
West Bloomfield, Michigan 48322
Acrodyne Profit Sharing Trust 9,617,594 6.0%
7001 Orchard Lake Road
Suite 424
West Bloomfield, Michigan 48322
Thomas W. Itin 64,652,594 (3) 40.4%
7001 Orchard Lake Road
Suite 424
West Bloomfield, Michigan 48322
Robert R. Hebard 15,000,000 (4) 9.4%
7001 Orchard Lake Road
Suite 424
West Bloomfield, Michigan 48322
Officer and directors 15,000,000 (5) 9.4%
as a group (one person)
16
<PAGE>
(1) All shares are beneficially owned of record unless otherwise
indicated.
(2) A transfer of 18,700,000 shares from CompuSonics Corporation to
Equitex has not been recorded by the Registrants' stock transfer agent as of
October 1, 1999 but has been reflected in the above numbers. The shares have
subsequently been transferred from Equitex to other parties.
(3) Mr. Itin has held in his name -0- shares of the Registrant. Mr. Itin
has beneficial ownership of the following:
TICO, Inc. 30,000,000
TICO 35,000
SICO 5,000,000
Acrodyne Profit
Sharing Trust 9,617,594
Other Trusts 20,000,000
----------
64,652,594
==========
Mr. Itin is a controlling person in TICO, Inc. Mr. Itin is controlling
partner in TICO and a general partner in SICO. Shares, in TICO, Inc.'s name, are
held as nominee for Thomas W. Itin. Mr. Itin is the trustee and beneficiary of
Acrodyne Profit Sharing Trust. Therefore, he can be considered as having
beneficial ownership of the shares of these entities. Mr. Itin's wife is a
trustee of certain other trusts holding a total of 20,000,000 shares. Mr. Itin
is not a beneficiary of the above mentioned trusts in which his wife is trustee
and disclaims any beneficial ownership.
(4) Includes 5,000,000 shares owned directly and 10,000,000 shares held in
trust for his children. Mr. Hebard is not a trustee or beneficiary of the
trust and disclaims any beneficial interest in them.
(5) Includes only active management as of October 1, 1999.
(c) Changes in Control.
On August 19, 1993 Equitex transferred all its interest in the Registrant
including stocks, notes and accounts receivable to Thomas W. Itin or his
assigns.
17
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others.
License Agreement
On September 17, 1985, the Registrant and CompuSonics Corporation, a
shareholder of the Registrant, entered into a license agreement pursuant to
which the Registrant received an exclusive license to the digital audio
technology, CSX, owned by CompuSonics Corporation for the limited purpose of
integrating the audio technology into the Registrant's proposed digital
recording and playback system. The agreement limited the licensed rights for use
only in connection with the video system. No continuing royalty payments or fees
are to be paid. The Registrant is not in violation of any of the license
restrictions. The license may not be transferred by the Registrant. The
technology licensed allows the Registrant to utilize digital audio in its system
rather than an analog-based audio. CompuSonics Corporation has been developing
the licensed digital audio technology since its inception and is currently
engaged in marketing and promoting its CSX Technology licensing and engineering
consulting services on a limited basis.
Assignment Agreement and Issuance of Preferred Stock
The Registrant issued 300,000 shares of Series A Preferred Stock to
CompuSonics Corporation which were converted in September 1988 into 30,000,000
shares of Common Stock in return for the assignment by CompuSonics Corporation
of its rights under United States and certain foreign patent applications, and
all rights to a digital video recording and playback system. The digital video
system patent application was prepared with the assistance of CompuSonics
Corporation's president at the time. Patent application fees and patent counsel
fees were also paid by CompuSonics Corporation. The value of the services and
the fees advanced total $34,500 of which $19,000 was expended for patent
application fees and patent attorney fees and $15,500 represents salary expense
for assistance provided by CompuSonics Corporation personnel. The assignment of
patent application and all other rights to the digital video system gives the
Registrant the right to develop the technology assigned. CompuSonics Corporation
has relinquished the right to develop this video technology.
Loans
The Registrant previously had outstanding notes and accounts payable to an
affiliated party and shareholder, Equitex, Inc. In August 1993, Equitex, Inc.
transferred all its interest in the Registrant including these notes and
accounts payable to an affiliated party. The notes and accounts payable totaling
$50,112 with interest as of July 31, 1999, are unsecured and bear interest at
the rate of 10 and 12% per annum, and are due upon demand.
The Registrant and its subsidiary Tyler-Shaw together, in addition to the
above stated amounts, have outstanding notes and accounts payable to an
affiliated party totaling $809,570 with interest as of July 31, 1999. The loans
are at 10.50% & 10.25% interest, respectively. These loans are Collaterized by
all the assets of Tyler-Shaw and the Registrant. The Registrant also has an
outstanding note payable to a non-affiliated party in the amount of $32,550,
including interest of 10.50%.
From August 1, 1989, through July 31, 1999, the Registrant did not
purchase any equipment of material value.
18
<PAGE>
(b) Certain Business Relationships.
(b) (1) During the Registrant's most recently completed fiscal year, none
of its directors or nominees for election as directors have owned, of record or
beneficially, in excess of ten percent of the equity interest in any business or
professional entity that made during that year, or proposes to make during the
Registrant's current year, payments to the Registrant for property or services
in excess of five percent of: (i) the Registrant's consolidated gross revenues
for its last full fiscal year or (ii) the other entity's consolidated gross
revenues for its last full fiscal year.
(b) (2) No nominee or director of the Registrant is, or during the last
full fiscal year has been, an executive of or owns, or during the last full
fiscal year has owned, of record or beneficially, in excess of a ten percent
equity interest in any business of professional entity to which the Registrant
has made during the Registrant's last full fiscal year or proposes to make
during the Registrant's current fiscal year, payments for property or services
in excess of five percent of (i) the Registrant's consolidated gross revenues
for its last full fiscal year, or (ii) the other entity's consolidated revenues
for its last full fiscal year.
(b) (3) No nominee or director, except as disclosed under Item 13(a) Loan
section of this report, of the Registrant is, or during the last full fiscal
year has been, an executive of or owns, or during the last full fiscal year has
owned, of record or beneficially in excess of ten percent equity interest in any
business or professional entity to which the Registrant was indebted at the end
of the Registrant's last full fiscal year in an aggregate amount in excess of
five percent of the Registrant's total consolidated assets at the end of such
fiscal year.
(b) (4) No nominee or director of the Registrant is, or during the last
fiscal year has been, a member of or of counsel to a law firm that the
Registrant has retained during the last fiscal year or proposes to retain during
the current fiscal year.
(b) (5) No nominee for or director of the Registrant is, or during the
last fiscal year has been, a partner or executive officer of any investment
banking firm that has performed services for the Registrant, other than as a
participating underwriter in a syndicate, during the last fiscal year or that
the Registrant proposes to have performed services during the current year.
(b) (6) The Registrant is not aware of any other relationship between
nominees for election as directors or its directors and the Registrant that are
similar in nature and scope to those relationships listed in paragraphs (b) (1)
through (5) of this Item 13.
19
<PAGE>
(c) Indebtedness of Management.
No director, executive, officer, nominee for election as a director, any
member, except as disclosed under Item 13(a) Loan section of this report, of the
immediate family of any of the foregoing, or any corporation or organization of
which any of the foregoing persons is an executive officer, partner or
beneficial holder of ten percent or more of any class of equity securities, or
any trust or other estate in which any such person has a substantial beneficial
interest or as to which such person serves as a trustee or in a similar
capacity, was indebted to the Registrant in an amount in excess of $100,000 at
any time since August 14, 1985.
(d) Transactions with Promoters.
This filing is not on a Form S-1 or Form 10 and therefore the Registrant
is not required to report any information concerning transactions with
promoters.
20
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report Form 10-K
immediately following the signature page.
1. Financial Statements and Supplementary Data. Page
---------
Independent Auditor's Report F-1 to F-2
Consolidated Balance Sheets at July 31, 1999 and 1998 F-3
Consolidated Statements of Operations
for the years ended July 31, 1999, 1998 and 1997 F-4
Consolidated Statements of Changes in Stockholders' Deficit
for the years ended July 31, 1999, 1998 and 1997 F-5
Statements of Cash Flows
for the years ended July 31, 1999, 1998 and 1997 F-6
Notes to Consolidated Financial Statements F-7 to F-14
Schedules of Investments
at July 31, 1999 and 1998 F-15
2. Financial statement schedules required to be filed are listed below and
may be found at the page indicated.
Schedules have been omitted because they are not required or the information is
included in the financial statements and notes thereto.
3. Exhibits.
None
21
<PAGE>
(b) Reports on Form 8-K
Form 8-K was filed on May 6, 1999 to announce the extension of Class A and
Class B Warrants from May 15, 1999 to May 15, 2000.
(c) Exhibits required by Item 601 of Regulation S-K
Exhibit 3.1 ............................Articles of Incorporation *
Exhibit 3.2 .................................................Bylaws *
Exhibit 3.3 ................Designation of Series A Preferred Stock -
Exhibit 11 Statement of Computation of Per Share Earnings (Loss)...F-4
Exhibit 16 Letter re Change in Certifying Accountant FILED HEREWITH
Exhibit 27 Financial Date Schedule FILED HEREWITH
* Incorporated by reference from the Registrant's Registration Statement on
Form S-18, No. 1-14200, and effective November 27, 1985.
Required exhibits are listed in Item 14 (a) (3) of this Annual Report on Form
10-K.
(d) Financial Statement Schedules.
Required financial statement schedules are attached hereto and are listed
in Item 14(a) (2) of this Annual Report on Form 10-K
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registration has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
COMPUSONICS VIDEO CORPORATION
(Registrant)
By: \s\Robert R. Hebard
---------------------------
Robert R. Hebard, President
Date: November 12, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 12th day of November, 1999.
Signature Title
----------- -------
\s\Robert R. Hebard
-------------------
Robert R. Hebard Chairman of the Board of Directors
Chief Executive Officer and Treasurer
\s\Robert J. Flynn
--------------------
Robert J. Flynn Vice President and Director
The foregoing constitute all of the Board of Directors.
23
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
CompuSonics Video Corporation and Subsidiaries
We have audited the accompanying balance sheet of CompuSonics Video Corporation
and Subsidiaries as of July 31, 1999, and the related statement of operations,
changes in stockholders' deficit, and cash flows for the year ended July 31,
1999. 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 audits. The financial statements of the Company as of
July 31, 1998 and 1997 were audited by other auditors whose reports dated
October 26, 1998 and October 20, 1997 included an explanatory paragraph that
described going concern uncertainties.
We conducted our audit 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 referred to above present fairly, in
all material respects, the financial position of CompuSonics Video Corporation
and Subsidiaries as of July 31, 1999 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
F-1
<PAGE>
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as whole. The schedule on F-15 is presented for purposes of
complying with the rules of the Securities and Exchange Commission and is not a
required part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as whole.
/s/ JL Stephan Co PC
- ----------------------
J L Stephan Co PC
Traverse City, Michigan
September 15,1999
F-2
<PAGE>
<TABLE>
<CAPTION>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
July 31,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Current Assets
Cash $ 48,563 $ 77
Accounts Receivable - Related Parties 30,254 -0-
Interest Receivable 1,603 -0-
Notes Receivable - Related Party 150,000 -0-
Prepaid Assets 614 -0-
Marketable Equity Securities Available
For Sale 88,984 80,086
----------- -----------
Total Current Assets 320,018 80,163
Other Assets
Equipment 45,896 38,774
Less Accumulated Depreciation (39,510) (38,774)
----------- -----------
6,386 0
Total Other Assets
----------- -----------
Total Assets $ 326,404 $ 80,163
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes Payable to Related Entities $ 552,440 $ 398,440
Notes Payable - Other 20,100 20,100
Accounts Payable and Accrued Liabilities 66,807 48,010
Accounts Payable - Related Entities 307,741 264,818
----------- -----------
Total Liabilities 947,088 731,368
----------- -----------
Stockholders' Deficit
Preferred Stock - Series A Convertible Stock
$.001 Par Value, 75,000,000 Shares
Authorized, -0- Shares Issued and Outstanding -0- -0-
Common Stock $.001 Par Value, 300,000,000
Shares Authorized, 160,006,250 Shares
Issued and Outstanding in 1999 and 1998 160,006 160,006
Additional Paid-In Capital 680,880 680,880
Retained Earnings
Unrealized Gain on Available for Sale Securities 63,949 55,051
Accumulated Deficit (1,525,519) (1,547,141)
----------- -----------
Total Stockholders' Deficit (620,684) (651,204)
----------- -----------
Total Liabilities and Stockholders' Deficit $ 326,404 $ 80,163
=========== ===========
The accompanying notes are an integral
part of this financial statement.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended July 31, 1999, 1998 and 1997
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Commission Income $ 212,210 $ -0- $ -0-
------------ ------------ ------------
General and Administrative Expenses
Staff Salaries 101,817 -0- -0-
Professional Fees 7,231 6,714 3,144
Management Fees - Related Party 4,150 1,200 1,200
Patent Fees 7,156 8,229 2,463
Travel and Entertainment 6,121 -0- -0-
All Other General and Administrative
Expenses 20,582 191 219
------------ ------------ ------------
Total General and Administrative Expenses 147,058 16,334 7,026
------------ ------------ ------------
Gain (Loss) From Operations 65,152 (16,334) (7,026)
------------ ------------ ------------
Interest Income 1,603 -0- -0-
Interest Expense (45,134) (42,927) (41,540)
------------ ------------ ------------
Total Other Income (Expense) (43,532) (42,927) (41,540)
------------ ------------ ------------
Net Income Before Income Taxes 21,621 (59,261) (48,566)
Income Tax Benefit -0- -0- -0-
------------ ------------ ------------
Net Income (Loss) $ 21,621 (59,261) $ (48,566)
============ ============ ============
Weighted Average Number
of Common Shares 160,006,250 160,006,250 160,006,250
============ ============ ============
Net Income Per Common Share $ (0.00) (0.00) $ (0.00)
============ ============ ============
The accompanying notes are an integral part of this
financial statement.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Years Ended July 31, 1999, 1998 and 1997
Unrealized Gain
on Marketable
Additional Securities Total
Convertible Paid-In Available-for- Accumulated Stockholders'
Preferred Stock Common Stock Capital Sale Deficit Deficit
-----------------------------------------------------------------------------------------------------
Shares Amount Shares Amount
------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1996 -0- -0- 160,006,250 160,006 $ 680,880 $ 46,152 $ (1,439,314) $ (552,276)
Net Loss for the Year Ended
July 31, 1997 -0- -0- -0- -0- -0- (3,559) (48,566) (52,125)
-----------------------------------------------------------------------------------------------------
Balance at July 31, 1997 -0- -0- 160,006,250 160,006 680,880 42,593 (1,487,880) (604,401)
Net Loss for the Year Ended
July 31, 1998 -0- -0- -0- -0- -0- 12,458 (59,261) (46,803)
-----------------------------------------------------------------------------------------------------
Balance at July 31, 1998 -0- -0- 160,006,250 160,006 680,880 55,051 (1,547,141) (651,204)
Net Loss for the Year Ended
July 31, 1999 -0- -0- -0- -0- -0- 8,898 21,621 30,520
-----------------------------------------------------------------------------------------------------
Balance at July 31, 1999 -0- $ -0- 160,006,250 $ 160,006 $ 680,880 $ 63,949 $ (1,525,519) $ (620,684)
=====================================================================================================
Theaccompanying notes are an
integral part of this
financial statement.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended July 31, 1999, 1998 and 1997
1999 1998 1997
------------ ---------- -----------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ 21,621 $ (59,261) $ (48,566)
------------ ----------- -----------
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities
Depreciation 735 -0- -0-
(Increase) Decrease In:
Accounts Receivable and Accrued
Assets (32,470) -0- -0-
Increase (Decrease) In:
Accounts Payable and Accrued
Liabilities 18,797 10,219 1,341
Accounts Payable
Related Entities 42,924 41,116 29,812
------------ ---------- -----------
Total Adjustments 29,986 51,335 31,153
------------ ---------- -----------
Net Cash (Used For) Operations 51,607 (7,926) (17,413)
------------ ---------- -----------
Cash Provided by Investing Activities
Purchase of Equipment (7,121) -0- -0-
Investments (150,000) -0- -0-
------------ ---------- -----------
Net Cash (Used For) Investing Activities (157,121) -0- -0-
------------ ---------- -----------
Cash Provided by Financing Activities
Proceeds From Notes Payable - Related 154,000 7,850 17,300
------------ ---------- -----------
Net Cash Provided by Financing Activities 154,000 7,850 17,300
------------ ---------- -----------
Increase (Decrease) in Cash 48,486 (76) (113)
Balance at Beginning of Year 77 153 266
------------ ---------- -----------
Balance at End of Year $ 48,563 $ 77 $ 153
============ ========== ===========
The accompanying notes are an integral part of this
financial statement.
F-6
</TABLE>
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
Note 1. Significant Accounting Policies
A. Business History
CompuSonics Video Corporation (the "Company") was incorporated under
the laws of the State of Colorado on August 14, 1985, for the
purpose of developing, manufacturing and marketing a digital video
recording and playback system. On January 20, 1988, the Company
acquired all the outstanding stock of TS Industries, Inc. ("TSI") in
a transaction accounted for as a pooling of interests. (See Note 2).
TSI was incorporated in the State of Colorado on July 28, 1987, but
did not commence operations until the acquisition of The Tyler-Shaw
Corporation, a New York Corporation ("TSC"). TSI acquired TSC from
Edward B. Rubin, its sole shareholder, under an agreement dated July
23, 1987 (the "Agreement") between Mr. Rubin, Equitex, Inc.
("Equitex") and TICO, Inc. ("TICO"). On November 1, 1987, Equitex
and TICO assigned all their rights under the Agreement to TSI.
Equitex and TICO each owned 50% of the issued and outstanding
capital stock of TSI, prior to the exchange of TSI stock for the
Company's stock. This acquisition was accounted for under the
purchase method of accounting (See Note 2). TSC acted as a
syndicator of consumer products through direct mail marketing
programs. As of July 31, 1992, TSC was considered inactive and all
relating assets were written off along with the reversal of its
prior accruals.
CompuSonics Video Corporation has no proven products or operations
in the digital equipment area.
At this time, Tyler Shaw is without any operations.
In August, 1998, the Company hired a manager experienced in Internet
programming to investigate the possibility of implementing a new
business activity for the Company known as website development and
maintenance. The rapid development of the Internet and its graphical
element, the World Wide Web, has made the use of the Internet
commonplace among many companies around the world. The Company's
management concluded that significant opportunities existed in this
emerging technology and developed a business model where the Company
would seek programming contracts with related and outside companies
to do this type of work on a consulting and project basis. The
manager hired to do the business investigation was named the
Director of Technology Development and the Company began its
consulting work in the fourth calendar quarter of 1998, when the
Company established its operations in Chicago and hired additional
staff.
The Company focuses its efforts on the development of commercial
sites on the World Wide Web. The Company develops e-commerce
applications, where a manufacturer or distributor would sell its
products on the Internet, internal coordination sites called
Intranets, that are used by employees of a company to communicate
with each other and share information, and Extranets, used by
companies to communicate and share information with outside groups
such as suppliers and major customers.
F-7
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
The technical management of the Company has significant experience
in this type of work and has two current clients for these type of
projects, while currently prospecting for additional business in
this area. The ability of the Company to generate additional
business is directly related to staffing levels of employees. As
such, the Company expects to hire additional employees as the level
of business grows.
B. Consolidation
The consolidated financial statements include the consolidated
financial information of TSI since that entity's inception. This
consolidated financial information of TSI includes the operations of
its wholly owned subsidiary, TSC, since its acquisition on November
16, 1987. All significant inter company balances and transactions
have been eliminated in consolidation.
C. Patents
Patent costs for the years ended July 31, 1991 and prior were
amortized on the straight-line method over the estimated useful life
of the patents of 17 years. Due to the lack of a marketable product,
research and marketing development, and the lack of adequate capital
to protect and take advantage of these patents, effective with the
year ended July 31, 1992, all unamortized patent costs were fully
amortized. All patent maintenance costs are expensed when incurred.
Patents were issued on July 21, 1987 and July 5, 1988. During the
year ended July 31, 1999 the cost to maintain these patents and
record them in foreign countries was $7,156 which was recorded as
patent fees expense.
D. Income Taxes
The Company and it's wholly owned subsidiaries file a consolidated
federal income tax return. Due to the Company's net operating losses
there is no provision for federal income taxes in these financial
statements.
Tax credits will be reflected in the income statement under the
flow-through method as a deduction of income taxes in the year in
which they are used. At July 31, 1999, the Company's carryforwards
are as follows:
F-8
<PAGE>
Net General
Year of Net Operating Loss Capital Business
Expiration Book Tax Loss Credits
----------- ------------------- ------- ---------
2001 -0- -0- -0- 11,763
2002 302,543 306,786 -0- 18,390
2003 329,338 223,481 -0- -0-
2004 66,722 110,507 -0- -0-
2005 155,215 143,453 -0- -0-
2006 80,080 55,410 730 -0-
2007 236,002 228,734 -0- -0-
2008 84,714 99,931 22,500 -0-
2009 55,673 55,664 -0- -0-
2010 57,605 57,499 -0- -0-
2011 63,576 63,576 -0- -0-
2012 48,566 48,566 -0- -0-
2013 59,261 59,261 -0- -0-
The primary difference between the book and tax net operating loss
carryforwards result from differences in depreciation and
amortization methods and the treatment of unrealized loss of market
value of certain investments.
E. Net Loss (Gain) Per Common Share
The net loss (gain) per common share is computed by dividing the net
loss (gain) for the period by the weighted average number of shares
outstanding. All "cheap stock" issued prior to the public offering
is included in the computation as if it were outstanding from
inception.
F. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less cash equivalents.
G. Equipment and Depreciation
Equipment was stated at cost. Depreciation was computed for
financial reporting purposes on a straight-line basis over an
estimated life. Depreciation expense for the years ended July 31,
1999, 1998 and 1997 was $735, $0 and $0 respectively.
F-9
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
Note 2. Marketable Securities
During the years ended July 31, 1999 and 1998 the Company held common
stock in Williams Controls, Inc. (Nasdaq "WMCO") in which a major
shareholder and former officer/director of the Company is an officer. The
stock had a cost of $25,035 and a fair market value at July 31, 1999 and
1998 of $88,984 and $80,086 respectively.
In accordance with SFAS 115, the Company has classified the WMCO stock as
an available-for-sale security and has reported it at its fair market
value effective July 31, 1999.
These securities are collateral for loans from a related party.
Note 3. Notes Payable and Notes Receivable
A. Related Entity Notes Payable
Since the inception of the Company to October 1999, related
companies have provided loans to meet the operating cash flow need.
These notes are rewritten as the loan amount increases. Notes
payable to related entities bear interest at 10 to 12 percent per
annum, and are due and payable within 180 days or on demand and are
dated as follows:
July 31,
-------------------
1999 1998
---- ----
June 21, 1988 (3) 12% 600 600
August 30, 1989 (3) 12% 6,500 6,500
January 14, 1993 (3) 10% 5,000 5,000
December 19, 1999 (1) 10.25% 381,217 227,157
September 11, 1999 (2) 10.25% 159,123 159,123
(1) Owed to Acrodyne Corporation ("Acrodyne"). Collateralized by
al lassets of CompuSonics Video Corporation.
(2) Owed to Acrodyne. Collateralized by all of the assets of
Tyler-Shaw.
(3) Owed to Acrodyne, unsecured, and transferred from Equitex, Inc.
(see note 8).
B. Non - Related Entity Notes Payable
July 31,
--------------------
1999 1998
---- ----
October 20, 1999 (1) 10.50% 20,100 20,100
F-10
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
(1) Owed to First Equity Corporation. Collaterized by all assets of CompuSonics
Video Corporation.
C. Notes Receivable - Related
On June 22, 1999, the Company loaned $150,000 to Pro Golf
International, Inc. ("PGI"), a subsidiary of Ajay Sports, Inc. The
Company received a promissory note that is subordinated to PGI's
primary lender. The unpaid principal balance will bear an interest
rate of 10% and will be due and payable in full on July 22, 2000.
The Company has made a proposal to PGI to do website development and
maintenance work for PGI and its related companies.
Note 4. Stockholders' Equity
A. Preferred Stock
Under the Company's Certificate of Incorporation, up to 75,000,000
shares of preferred stock, with classes and terms as designated by
the Company, may be issued and outstanding at any point in time. The
Company had 300,000 authorized shares of Series A Convertible
Preferred Stock ($.001 par value) outstanding at July 31, 1988. In
September 1988, all the outstanding shares were converted at $.001
per share, at the holder's option, into 30,000,000 shares of common
stock.
B. Public Offering of Common Stock
In December 1985 the Company completed a public offering of
30,000,000 units, each consisting of one share of the Company's
common stock, $.001 par value, and one Class A purchase warrant. One
Class A warrant entitles the holder to purchase one share of common
stock plus a Class B warrant for $.05 during the twelve month period
originally ending November 27, 1986 and currently extended to May
15, 2000. The Company may redeem the Class A warrants at $.001 per
warrant if certain conditions are met.
One Class B warrant entitles the holder to purchase one share of the
Company's common stock for $.08 per share for a twelve-month period
originally ended November 27, 1987 and currently extended to May 15,
2000. The offering was made pursuant to an underwriting agreement
whereby the units were sold by the Underwriter on a "best efforts,
all or none" basis at a price of $.03 per unit. The Underwriter
received a commission of $.003 per unit and a nonaccountable expense
allowance of $27,000.
The public offering was successfully completed on December 13, 1985
and the Company received $727,971 as the net offering proceeds for
the 30,000,000 units sold. As of July 31, 1999, 6,250 Class A
warrants have been exercised for total proceeds of $313.
F-11
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
Also pursuant to the underwriting agreement, the Company sold to the
Underwriter, for $100, warrants to purchase 3,000,000 shares of the
Company's common stock at a price of $.036 per share. These warrants
were exercisable for a period of four years beginning December 13,
1986. These warrants were not exercised and have expired.
C. Incentive Stock Option Plan
On October 4, 1985, the Company's board of directors authorized an
Incentive Stock Option Plan covering up to 7,000,000 shares of the
Company's common stock for key employees. The board of directors is
authorized to determine the exercise price, the time period, the
number of shares subject to the option and the identity of those
receiving the options.
Note 5. Related Party Transactions
The Company currently occupies office space, at no charge, in the office
of Acrodyne, a related entity. TSC also utilizes space in a related entity
at no charge for the purposes of accounting and administration. The
Company believes its current facilities are sufficient for its presently
intended business activity. The accounts payable, as of July 31, 1999 and
1998, include management fees owed to Acrodyne of $500 and $600
respectively (see note 6(b)).
The Company also has an unsecured advance payable, to Acrodyne of $26,016
as of July 31, 1999. This payable was transferred from Equitex, Inc. to
Acrodyne Corporation in August, 1993 (see note 8). The accrued interest
payable at July 31, 1999 and 1998 to Acrodyne was $281,226 and $238,202
respectively.
See Note 3, herein, regarding loans made to the Company by a related
entity.
The Company currently has consulting agreements with two affiliated
companies to do website development and maintenance consulting work. They
are Williams Controls, Inc. ("Williams") and Ajay Sports, Inc. ("Ajay").
The work product includes redesigns of the companies websites, the
development of intranet products, and ongoing maintenance of the sites as
new features are added.
During the years ended July 31, 1999 and 1998 the Company held common
stock in a company in which the Company's major shareholder and former
officer/director (see Note 7) is an officer and director (see Note 2).
In August 1990 the Company entered into a management fee agreement with
the related entity, at the time, whereby the Company will pay direct labor
cost plus overhead for management services rendered. Management fees
expense totaled $4,150, $1,200, and $1,200 for the years ended July 31,
1999, 1998, and 1997.
F-12
<PAGE>
Note 6. Cash Flows Disclosure
Interest and income taxes paid for the years ended July 31, 1999, 1998 and
1997 were as follows:
1999 1998 1997
-------- --------- ---------
Income Taxes $ -0- $ -0- $ -0-
========= ======== =========
Interest $ -0- $ -0- $ -0-
========= ======== =========
Note 7. Transfer of Interest
On August 19, 1993, Equitex transferred all its interest in the Company
including stocks, notes and accounts receivable to Thomas W. Itin or his
assigns. Mr. Itin is the former President and Chairman of the Board of the
Company. Thomas W. Itin is Chairman of the Board and President of Acrodyne
and WMCO.
Note 8. Change in Control
Effective November 10, 1993, the President and Chairman of the Board of
Directors of the Company resigned due to commitments to other companies in
which he is an officer and director. Robert R. Hebard was elected as
director and chairman of the board and president. Mr. Hebard is assistant
secretary of an investee, WMCO.
Note 9. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Note 10. Other Subsequent Events
On August 27, 1999, the Registrant filed a Form 8-K regarding the
Registrant's engagement with the accounting firm of J.L. Stephan Co., P.C.
to act as its independent accounting firm, to replace Hirsch Silberstein &
Subelsky, P.C. The decision by Hirsch Silberstein & Subelsky, P.C. to
resign was a result of one of its members, Ronald N. Silberstein, leaving
the firm to become Ajay Sports, Inc.'s Chief Financial Officer and Chief
Administrative Officer. Following Mr. Silberstein's departure, the
Registrant was advised that the firm will concentrate its practice of
providing accounting related services to individuals and privately held
businesses.
F-13
<PAGE>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1999
-------------
Note 11. Concentration of Risk
The Company provides internet consulting services to other businesses.
Substantially all consulting revenue for the year ended July 31, 1999 was
from two businesses, both of whom are related parties.
Note 12. Contingencies
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company has prior years' net losses of $59,261 and $48,566
for the years ended July 31, 1998 and 1997, respectively, and as of July
31, 1999 had a working capital deficiency of $627,070 and net
stockholders' deficiency of $620,684. The Company earned commission income
of $212,210, $0, and $0 during the years ended July 31, 1999, 1998 and
1997 and was mainly dependent upon a related party to fund its working
capital prior to the current year. Management adopted a plan in August
1998 to provide contractual internet consulting services. The Company's
ability to continue as a going concern is partially dependent on the
retention of these consulting contracts. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
F-14
<PAGE>
<TABLE>
<CAPTION>
COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES
Schedules of Investments
At July 31, 1999 and 1998
<S> <C> <C> <C> <C> <C>
Amount at Which
Each Portfolio of
Market Value of Equity Security Issues
Each Issue at and Each Other
Name of Issuer and Number of Cost of Balance Sheet Security Issue Carried
Title of Each Issue Shares or Units Each Issue Date in the Balance Sheet
- ---------------------------------------- ------------------- --------------- ---------------- --------------------
July 31, 1999
Common Stocks
Williams Controls, Inc. * 28,475 $25,035 $88,984 $88,984
====== ======= ======= =======
July 31, 1998
Common Stocks
Williams Controls, Inc. * 28,475 $25,035 $80,086 $80,086
====== ======= ======= =======
* See Note 2
The accompanying notes are an integral
part of this financial statement.
F-15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000777844
<NAME> Compusonics Video Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Dollar
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Jul-31-1999
<PERIOD-START> Aug-01-1998
<PERIOD-END> Jul-31-1999
<EXCHANGE-RATE> 1
<CASH> 48,563
<SECURITIES> 88,984
<RECEIVABLES> 181,857
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 320,018
<PP&E> 45,896
<DEPRECIATION> (39,510)
<TOTAL-ASSETS> 326,404
<CURRENT-LIABILITIES> 947,088
<BONDS> 0
0
0
<COMMON> 160,006
<OTHER-SE> (780,690)
<TOTAL-LIABILITY-AND-EQUITY> 326,404
<SALES> 0
<TOTAL-REVENUES> 212,210
<CGS> 0
<TOTAL-COSTS> 147,058
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,134
<INCOME-PRETAX> 21,621
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,621
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
August 31, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by CompuSonics Video Corporation (copy
attached) which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated August 27,
1999. We agree with the statements concerning our firm in such Form 8-K.
Very Truly Yours,
\s\Hirsch Silberstein & Subelsky
- ---------------------------------
Hirsch Silberstein & Subelsky, P.C.
attachment
