<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 1999
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _________ to ________
Commission File Number 0-16545
MPTV, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 88-0222781
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
366 San Miguel Dr.
Suite #210
Newport Beach, California 92660
(Address of Principal Executive Offices)
(949) 760-6747
(Registrant's Telephone Number, Including Area Code)
Check whether the Registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 month (or
for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X] No [ ]
As of August 31, 1999, 500,000,000 shares of Common Stock, $0.05 par value
per share, were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MPTV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1999 1998
<S> <C> <C>
Property held for timeshare development $ 0 $ 0
Cash 9,146 42,791
Other Receivable 461,609 461,609
Other assets 593,334 593,334
Property and equipment 24,627 27,627
$1,088,716 $ 1,125,361
LIABILITIES AND SHAREHOLDERS' EQUITY
All inclusive trust deed note payable $ 0 $ 0
Accounts payable and accrued expenses 714,606 766,202
Notes payable 7,404,582 7,349,082
Accrued interest 1,766,104 1,581,684
Other accrued liabilities 684,475 684,475
Due to related parties 97,471 78,971
Total Liabilities 10,667,238 10,460,414
Common stock - par value $.05 per share;
authorized 500,000,000; issued 500,000,000 25,000,000 19,260,521
Additional paid-in capital 8,825,784 14,375,263
Accumulated deficit (43,404,306) (42,970,837)
Total Shareholders' equity (9,578,522) (9,335,053)
$1,088,716 $ 1,125,361
</TABLE>
<PAGE> 3
MPTV, Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1999 1998
Revenue
<S> <C> <C>
Other $ 353 $ 0
Expenses
Excess of expenses over revenues
from incidental operations 0 0
General, administrative and consulting 249,402 622,090
Interest 184,420 166,515
Provisions for write-off 0 2,725,589
433,822 3,554,194
Net loss ($ 433,469) ($3,554,194)
Net loss per share ($0.016) ($0.015)
Weighted average number of shares 496,736,807 223,920,708
outstanding
</TABLE>
<PAGE> 4
MPTV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1999 1998
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $( 433,469) $ (3,554,194)
Adjustments to reconcile net loss to net
income:
cash provided by operating activities:
Issuance of common stock for debt 90,000 0
Depreciation and amortization 3,000 3,000
Changes in assets and liabilities 151,324 357,368
Net Cash Used in Operating Activities (189,145) (3,193,826)
Cash Flows From Investing Activities:
Construction Deposits $ 0 $ 0
Write-off of timeshare property 0 16,218,585
Net Cash Used in Investing Activities 0 16,218,585
Cash Flows From Financing Activities:
Proceeds from issuance of notes payable $ 55,500 $ 450,000
Proceeds from sale of common stock 100,000 0
Principal repayments on notes payable 0 0
Write-off of Trust Deed notes payable 0 (13,492,996)
Net Cash Provided by Financing Activities 155,500 (13,042,996)
Net Increase (Decrease) in Cash (33,645) (18,237)
Cash, beginning of period 42,791 19,303
Cash, end of period 9,146 1,066
Supplemental Disclosure of Cash Flow
Information:
Cash paid for:
Interest 0 2,500
Taxes 0 0
<FN>
See note 3 for supplemental disclosure of non-cash
investing and financing activities.
</TABLE>
<PAGE> 5
MPTV, Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(unaudited)
<TABLE>
<CAPTION>
Number Additional Total
of Common Paid-In Accumulated Stockholders'
Shares Stock Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balances,
January 1, 1999 383,210,422 $19,260,521 $14,375,263 $(42,970,837) $(9,335,053)
Net loss for
the three months
ended March 31, 1999 0 0 0 (433,469) (433,469)
Common Stock issued
for debt 68,789,578 3,739,479 (3,149,479) 0 90,000
Conversion of
Warrants 50,000,000 2,500,000 (2,400,000) 0 100,000
Balances,
March 31, 1999 500,000,000 $25,000,000 $ 8,825,784 $(43,404,306) $(9,578,522)
</TABLE>
<PAGE> 6
MPTV, Inc. and SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 1999 and 1998
Note 1 - Basis of Presentation
In the opinion of the Company's management, the accompanying unaudited
condensed, consolidated financial statements include all adjustments consisting
of only normal recurring adjustments necessary for a fair presentation of the
Company's financial position at March 31, 1999 and the results of operations
and cash flows for the three months ended March 31, 1999 and 1998,
respectively. Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles has been
condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission. Results of operations for the three months March 31,
1999 are not necessarily indicative of results of operations to be expected for
the year ending December 31, 1999. Refer to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998 for additional information.
The accompanying condensed consolidated financial statements have been prepared
assuming the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company is in the development stage and has
incurred cumulative net losses of $43,404,306. The Company is in default on
certain of its secured notes payable. The Company will also require capital
for its timeshare development and marketing activities, as well as capital for
interest and administrative expenses. Furthermore, freely tradable shares of
common stock have been improperly issued without registration under Federal and
State securities laws. Until resolved, the impact of such issuances, if any, on
the Company=s ability to raise additional capital through the future
issuances of common stock is unknown. The successful refinancing of the
Company's debt and common stock is unknown. The successful refinancing of the
Company's debt and the obtainment of additional financing, the successful
development of the Company's properties, the successful completion of its
marketing program and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue operations for
the foreseeable future. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
Note 2 - Property Held for Timeshare Development
In November, 1997, the First Trust Deed holder of the Lake Tropicana property
forced the property into receivership as a result of late payments by the
Company. This was reflected in the 1998 financial statements as a write-off of
the property, as the Company ceased rental operations and development of
timeshare units for sale in early 1998. The property, its improvements, and
all related debt were written off in 1998, and are reflected as such in these
financial statements. Should the Company obtain new financing in order to
reacquire the property, these write-offs will be reversed.
<PAGE> 7
MPTV, Inc. and SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 1999 and 1998
Note 3 - Financing Commitment
During the three months ended March 31, 1999,the Company issued various notes
aggregating $55,500 with interest at 10% per annum, and due on demand and on
various date in 1999 and 2000. The Company used such notes to provide working
capital for operations.
Note 4 - Stockholders' Equity
From time to time, the Board of Directors have authorized certain shares of its
common stock to be issued for services rendered by the Company's consultants.
During the three months ended March 31, 1999, the Company issued 66,789,578
shares for liabilities valued at an average of $0.001 per share, with an
aggregate value of $90,000. The fair value was determined by management
based on the closing price of the Company's common stock as quoted by OTB,
less a discount for transferability restrictions. Warrants were exercised by
lenders during the three months ended March 31, 1999, totalling 50,000,000
shares at an aggregate value of $100,000 ($0.002 per share).
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123 (Accounting for Stock Based Compensation)
(Statement No. 123). Statement No. 123 is primarily a disclosure standard for
the Company because the Company will continue to account for employee stock
options under Accounting Principles Board Opinion No. 25. The disclosure
requirements for the Company required by Statement No. 123 began January 1,
1996.
The Company has no employee stock options in which the exercise prices are
below market and, accordingly, there would be no compensatory effects which,
on a proforma basis, would have a material effect on the accompanying financial
statements.
Note 5 - Related Party Transactions
During the quarter ended March 31, 1999 the Company paid an officer $25,000 as
an advance on commission for future timeshare sales. Another officer was paid
a salary of $15,000. These payments were made pursuant to the terms of the
respective officer's Employment Agreement.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion and analysis should be read together with the
Condensed Consolidated Financial Statements and Notes thereto included
elsewhere herein.
Results of Operations
Three Months Ended March 31, 1999 Compared to March 31, 1998
At March 31, 1999, MPTV was in the development stage, with no significant
operating revenues to date. Revenues from the sale of timeshare units are
expected in late 1999. [The preceding sentence contains a forward looking
statement (hereinafter defined as "FLS"). Each of the forward looking
statements in this Quarterly Report on Form 10-QSB is subject to various
factors that could cause actual results to differ materially from the results
anticipated in such forward looking statement, as more fully discussed in
this Item 2 under "Forward Looking Statements"]. Revenue from rentals of the
Lake Tropicana Apartments are considered incidental to the business of
development and sale of timeshare intervals and these are netted against
related expenses in the accompanying statements of operations for the periods
presented therein. Other revenues are unrelated to the business activities
currently in development.
Expenses in excess of revenues of incidental operations was $ 0
during the first three months in 1999 and $ 0 during the first three months in
1998. Previously, the Company derived its incidental revenue from the
activities of Consolidated Resort Enterprises, Inc., which consisted primarily
of the operation of the Lake Tropicana Apartments.
In November, 1997 the First Trust Deed holder took the Lake
Tropicana property into receivership. No revenues or expenses were recorded
for Lake Tropicana rental activities in 1998.
The Company's general, administrative and consulting expenses in the three
months ended March 31, 1999 equalled $249,402, a substantial decrease from
$662,090 for the comparable period in 1998. This decrease was due to a
significant decrease in financing fees (incurred as a result of the Company's
attempts to locate and obtain financing for the development of its Lake
Tropicana Resort), commissions and marketing expenditures, and reductions
in payroll and other administrative expenses.
MPTV also incurred interest expense of $184,420 in the first quarter of 1999 as
compared to $166,515 in the first quarter of 1998. Interest costs incurred for
the development of Lake Tropicana timeshares were capitalized to property
held from timeshare development during periods of active development based on
qualifying assets. The project ceased to be under active development for
accounting purposes in April 1995. As Lake Tropicana went into receivership,
interest payments related to the mortgages on the property ceased. The 1998
and 1999 interest consisted primarily of interest related to notes payable.
During the three months ended March 31, 1999, the Company had a negative net
cash flow of $33,645. This net negative cash flow was comprised of positive
cash flow of $155,500 from financing activities offset by negative cash
flows of $189,145 from operating activities. A substantial portion of
financing activities consisted of the issuance of stock. A substantial
portion of the 1998 financing and investing activities related to the write-off
of the Lake Tropicana property and its related debt. Should the Company
obtain financing to reacquire the property from receivership, this write-off
will be reversed.
<PAGE> 9
Liquidity and Capital Resources
The Company's consolidated financial statements at March 31, 1999 and for the
period then ended have been presented on the basis that the Company is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. Continuation of the Company as a
going concern is dependent upon the Company raising additional financing and
achieving and sustaining profitable operations. Because of the uncertainties
regarding the Company's ability to achieve these goals, no assurance can be
given that the Company will be able to continue in existence. Based on the
Company's interest in Lake Tropicana, and the potential to raise additional
debt and/or equity financing (see below), management believes that there will
be sufficient capital available to complete existing contracts and projects
(FLS). The financial statements do not include any adjustments relating to
the recoverability of recorded asset amounts or the amounts of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The planned renovation program for the Lake Tropicana project is intended to
appeal to family-oriented visitors to Las Vegas and includes major common area
improvements such as landscaping, parking and a decorative security wall, as
well as construction of a reception area and activity center and installation
of a new roof and porches, the rebuilding of the main pool and construction of
two additional pools and a tennis court (FLS). The Company also anticipates
undertaking a complete renovation of the timeshare units, including kitchens,
bathroom fixtures, air conditioning, wall and floor coverings and complete
furniture and fixture packages ( FLS ). Management currently estimates that
timeshare unit renovations will cost approximately $38,000 per unit, while
common area renovations will require an additional $1,000,000 (FLS). The
entire renovation project will require six phases and approximately
$7,000,000 to $8,000,000 to complete (FLS), of which approximately $1,000,000
(excluding capitalized interest paid in cash of $1,400,000) has been expended
to date. In April 1994, the Company commenced phase one of the project, which
involved renovation of the first 16 timeshare units and the construction of a
sales facility. Due to liquidity and other financial concerns, phase one of
the renovation was delayed. Management currently anticipates completion of
this phase in late 1999, subject to obtaining the required financing
(see below)(FLS). After completing phase one of the renovation, the Company
plans to commence phases two and three, which will include the renovation of
approximately one-half of the 176 timeshare units.
<PAGE> 10
Funds for phase one of the renovation and project carrying costs have been
derived from equity private placements and loans arranged by the Company,
issuances of common stock to vendors and incurrence of unsecured debt. The
Company has deposited a portion of these funds with the holder of one of its
deeds of trust, to be held in trust for the development of the Lake Tropicana
project. The Company has also received a commitment to refinance the
existing notes secured by first and second deeds of trust on the project (see
below), which financing would provide partial releases of condominiums. These
release provisions facilitate the phasing of the Lake Tropicana project for
conveyance to timeshare purchasers. The Company then intends to utilize the
proceeds from timeshare sales (derived from the $100 million end-loan financing
of timeshare receivables, for which the Company has received a letter of
commitment, subject to the completion of definitive documents and due diligence
procedures, from Stanford Investors, Ltd.) plus cash flow from operations, to
fund the remainder of the renovations (FLS). However, there can be no
assurance the Company will receive financing adequate to complete
renovations. In the event that the Company does not receive financing, it
would be unable to complete the renovation of Lake Tropicana, which would
seriously impair the Company's ability to sell timeshare units in the
project. If the Company is unable to sell timeshare units in Lake Tropicana,
the potential value of Lake Tropicana as a rental property would be
substantially lower than the potential value if sold in timeshare intervals.
Furthermore, sales of timeshare units require registration or other
regulatory compliance in the State of Nevada and certain other states where
such units may be sold. The Company has completed the process of complying
with applicable regulations to sell interval units in Lake Tropicana in
Nevada, except for the posting of bonds to activate the public permit.
Shares of the Company's freely tradable Common Stock may have been improperly
issued without registration under Federal and state securities laws. In
addition to administrative remedies which may be pursued by governmental
agencies, the recipients of these shares of Common Stock may seek recovery of
the purchase price of the stock plus interest through a rescission offer, the
amount of which cannot be presently determined, and could have a material
adverse impact on the Company's financial liquidity. Management intends
to file the necessary registration statement to register these shares. There
can be no assurances that the filing of these registration statements will
provide an adequate remedy. Until resolved, the impact of such issuances, if
any, on the Company's ability to raise additional capital through the future
issuances of Common Stock is unknown.
Forward Looking Statements
The forward looking statements contained in the Quarterly Report on Form
10-QSB, including those contained in Item 2 - "Management's Discussion and
Analysis or Plan of Operation", are subject to various risks, uncertainties
and other factors that could cause actual results to differ materially from
the results anticipated in such forward looking statements. Included among
the important risks, uncertainties and other factors are those hereinafter
discussed.
MPTV has suffered recurring losses from operations and shows a need for
additional funding, which raises substantial concerns about its ability to
continue as a going concern. The Company has incurred cumulative net losses
of $43,404,306 since its inception, and is also in default on certain of its
secured and unsecured notes payable. In the event that the Company cannot
refinance or renegotiate these notes, it may be subject to collection actions
and foreclosure proceedings on its property currently being held for timeshare
development. MPTV requires capital to conduct its timeshare unit development
and marketing activities, and for operating expenses, interest and note
obligations. The Company's ability to continue as a going concern is
dependent upon its ability to obtain outside financing through the issuance
of either equity or debt securities and, ultimately, upon future development
of profitability through sales of timeshare units at Lake Tropicana. While
the Company is currently attempting to raise funds through a private
placement of debt securities, there can be no assurance that such private
placement will be successfully consummated or, if so, that it will meet all
future capital requirements of the Company. If additional funds are
required, the Company may offer additional or other securities for sale or
attempt to secure financing from banks or other financial institutions. If
significant indebtedness is then outstanding, the Company's ability to obtain
additional financing will be adversely affected. If and to the extent the
Company incurs additional indebtedness, debt service requirements will have a
negative effect on earnings. Further, if the Company is unable to service
its indebtedness and to renew or refinance such obligations on a continuing
basis, its ability to operate profitably will be materially threatened. No
assurance can be given that the Company will be able to obtain additional
funds from any source on satisfactory terms, if at all.
<PAGE> 11
The availability of equity and debt financing to the Company is also affected
by, among other things, domestic and world economic conditions and the
competition for funds as well as the Company's perceived ability to service
such obligations should such financing be consummated. Rising interest rates
might affect the feasibility of debt financing that is offered. Potential
investors and lenders will be influenced by their evaluations of the Company
and its prospects and comparisons with alternative investment opportunities.
There can be no assurance that the Company will be able to obtain financing
on acceptable terms, if at all.
On April 19, 1996, The NASDAQ Stock Market, Inc. ("NASDAQ"), which manages the
NASDAQ SmallCap Market Exchange (the "Exchange") on which the Company's Common
Stock was formerly listed and traded, informed management that the Company
had failed to meet certain listing maintenance requirements and had not filed
its Annual Report on Form 10-KSB within the required time frame. NASDAQ gave
the Company until May 20, 1996 to file such Annual Report and to submit a
plan detailing how the Company intended to meet the listing maintenance
requirements in the future. The Company filed the Annual Report and
submitted the required plan. On June 12, 1996, the Company received a letter
from NASDAQ informing the Company that its Common Stock was scheduled to be
delisted from the Exchange effective with the close of business on June 26,
1996 for failure to meet certain continuing listing requirements. Although the
Company currently satisfies the market float, number of market makers and
asset requirements, it does not meet the net worth or share price criteria.
The Company requested that NASDAQ conduct an oral hearing to reconsider the
decision to delist the Common Stock, and such hearing was held on July 12,
1996 (the delisting was stayed pending the outcome of the hearing).
Management subsequently received a letter, dated July 17, 1996, from NASDAQ,
informing the Company that its securities were to be deleted from the Exchange
effective July 18, 1996. The Company has requested that the NASDAQ Listing
and Review Committee review this decision, but the request will not operate
as a stay to the deletion of the Common Stock. In the meantime, the Common
Stock is listed and traded on the OTC Bulletin Board. There can be no
assurance as to the outcome of the pending review.
As a result of such delisting, an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock. In addition, subsequent to such delisting, trading in the
Common Stock is also subject to the requirements of Rule 15c2-6 and/or Rule
15g-9 promulgated under the Exchange Act. Under such Rules, broker/dealers
who recommend such low-priced securities to persons other than established
customers and accredited investors must satisfy special sales practice
requirements, including a requirement that they make an individualized
written suitability determination for the purchase and receive the
purchaser's written consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 also requires
additional disclosure in connection with any trades involving a stock defined
as a "penny stock" (generally, according to recent regulations adopted by the
Securities and Exchange Commission, any non-NASDAQ equity security that has a
market price of less than $5.00 per share, subject to certain exemptions),
including the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith. Such requirements could severely limit the market liquidity of the
Common Stock and the ability of purchasers of the Company's Common Stock to
sell their securities in the open market.
The Company's timeshare resorts do not provide an exclusive solution for
potential purchasers, and such purchasers may choose alternative timeshare
resorts or vacation destinations. Many of the Company's competitors have
greater financial resources than the Company.
<PAGE> 12
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On March 14, 1994, Albert C. Gannaway, Jr., the founder and former officer,
director and principal stockholder of the Company, and Gannaway Productions,
Ltd. (collectively, "Gannaway") filed a Complaint in the Superior Court of
Orange County, California against the Company and Messrs. Rasmussen (the
Company's former Chairman, Chief Executive Officer and a Director) and
Vellema. The Complaint sought to enforce the terms of a settlement
agreement allegedly entered into by the Company and Gannaway in 1993 to
resolve certain asserted or potential claims by Gannaway that (i) he was
entitled to additional shares of the Company's Common Stock to be received
pursuant to an option or, in the alternative, a lower option price; (ii) the
Company was indebted to Gannaway for prior loans, cost advances or wages in
excess of the amounts shown on the Company's books and records; and (iii)
certain duplicating or other equipment being used by the Company belonged to
Gannaway, and demanded damages for an alleged breach of video distribution
agreements, an accounting under said agreements and rescission of the
distribution agreements.
The parties entered into a settlement agreement effective March 1, 1996 (the
"Settlement Agreement"). Pursuant to the terms of the Settlement Agreement,
Gannaway will receive the sum of $600,000 to be paid over the term of four
years beginning with an initial payment of $25,000 to be paid on March 1,
1996; $15,000 on April 1, 1996; $15,000 on May 1,1996; $15,000 on June 1,
1996; $35,000 on July 1, 1996; and $35,000 on August 1, 1996. The Company is
currently in default with respect to the May, June, July and August payments.
From August 1, 1996 to August 1, 1999, Gannaway will receive (i) monthly
payments equal to $65.00 per timeshare interval sold in the preceding month
and (ii) semi-annual payments in the amount calculated by amortizing the
remaining balance of $460,000 over the term at 12% interest. The entire
balance will be due and payable on or before August 1, 1999. The Settlement
Agreement also provides that MPTV will transfer its video productions assets
in Florida and the Club Carib weeks to Gannaway, and the litigation will be
conditionally dismissed with prejudice (provided that the court retains
jurisdiction to enter final judgment upon default). Mutual general releases
will be exchanges by all parties with respect to all claims and counterclaims.
In November, 1997, the First Trust Deed holder of the Lake Tropicana property
forced the property into receivership as a result of late payments by the
Company. This was reflected in the 1998 financial statements as a write-off
of the property, as the Company ceased the rental operations and development of
timeshare units for sale in early 1998. Currently, the Company is attempting
to obtain new financing in order to reacquire the property, resume
development, and begin sales of timeshare intervals.
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 31, 1999 REGISTRANT:
MPTV, Inc.
By: /s/ JAMES C. VELLEMA
James C. Vellema
Chairman
(Principal Financial and Accounting Officer)
Date: August 31, 1999 By: /s/ HURLEY C. REED
Hurley C. Reed
President
