<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM:
__________________________________
Commission File Number: 0-16205
__________________________________
SKYDOOR MEDIA & ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0214792
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
18101 VON KARMON AVENUE, SUITE 1940, IRVINE, CA 92715
(Address of Principal Executive Offices) (Zip Code)
(714) 756-8166
Registrant's telephone number, including area code
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 (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 ( )
APPLICABLE ONLY TO ISSUES INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan formed by a court.
Yes ( ) No ( )
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding at June 30, 1996: 5,610,663
shares of common stock issued and outstanding, of which 4,968,940
are restricted and 641,723 are free trading.
Transitional Small Business Disclosure Format (check one):
Yes ( ) No ( )
<PAGE>
PART I
ITEM 1 FINANCIAL STATEMENTS
Financial statements (including related comments
thereto) filed as part of this report are listed
below:
Management supplied Financial Information for the
Three Month Period Ended June 30, 1996
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the results of
operations for the three month period ended June 30,
1996.
RESULTS OF OPERATIONS
SALES. Net sales for the period ended June 30, 1996
remained at $0. The Company has had no sales since
converting to an entertainment and marketing company in
December 1995.
COST OF SALES. Cost of sales as a percentage of sales was
0% in the three month period ended June 30, 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling,
general and administrative expenses were $0 in the three
month period ended June 30, 1996.
FINANCIAL CONDITION. Working capital at June 30, 1996
was $0.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any material legal
proceedings; and, to the best of its knowledge, no such
act by or against the Registrant is being threatened or
considered.
ITEM 2. CHANGES IN SECURITIES
There have been no working capital restrictions and no
limitations placed upon the payment of dividends; and
none have been paid from the date of inception of the
Registrant to present.
ITEM 3. DEFAULT ON SENIOR SECURITIES
There have been no defaults on any of the securities of
the Registrant.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to the Shareholders in the
last quarter.
ITEM 5. OTHER INFORMATION
None applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits and Reports on Form 8-K (including related
comments thereto) filed as part of this report are listed
below:
(a) EXHIBITS. The following exhibits are filed with or
incorporated by reference in this report:
None applicable
(b) REPORTS ON FORM 8-K. No reports have been filed
last quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SKYDOOR MEDIA & ENTERTAINMENT, INC.
/s/ Jeffrey S. Benice
____________________________________ Dated: _________________
By: Jeffrey S. Benice
Duly Authorized Officer, Secretary
/s/ James Fenner
___________________________________ Dated: _________________
By: James Fenner
Duly Authorized Officer, Director
<PAGE>
SKYDOOR MEDIA & ENTERTAINMENT, INC.
Financial Statements
June 30, 1996
<PAGE>
FOX & FOX
CERTIFIED PUBIC ACCOUNTANTS
18101 Von Karman, Suite 350
Irvine, California 92715
(714) 251-6561
Fax: (714) 251-6562
September 25, 1996
The Board of Directors
Skydoor Media & Entertainment, Inc.
We have compiled the accompanying balance sheet of Skydoor Media &
Entertainment, Inc. as of June 30, 1996, and the related statements
of income and cash flows for the three months then ended, in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
We have not audited or reviewed the accompanying financial
statements and, accordingly, do not express an opinion or any other
form of assurance on them.
Management has elected to omit substantially all of the disclosures
ordinarily included in financial statements. If the omitted
disclosures were included in the financial statements, they might
influence the user's conclusions about the company's financial
position and results of operation. Accordingly, these financial
statements are not designed for those who are not informed about
such matters.
/s/ FOX & FOX
Fox & Fox
Irvine, California
<PAGE>
<TABLE>
SKYDOOR MEDIA & ENTERTAINMENT, INC.
BALANCE SHEET
June 30, 1996
<CAPTION>
June 30,
ASSETS 1996
_____________
<S> <C>
CURRENT ASSETS
Cash in Union Bank $ (178.16)
_____________
TOTAL CURRENT ASSETS (178.16)
_____________
TOTAL ASSETS $ (176.16)
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable - Officers $ 68,519.93
_____________
TOTAL CURRENT LIABILITIES 68,519.93
_____________
LONG-TERM LIABILITIES
EQUITY
Common stock 69,772.68
Additional paid-in capital 4,100,950.00
Stock options & warrants (5,625.00)
Retained earnings (4,233,585.77)
Current income (loss) (210.00)
_____________
TOTAL EQUITY (68,698.09)
_____________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ (178.16)
=============
</TABLE>
[FN]
See accountant's compilation report.
<PAGE>
<TABLE>
SKYDOOR MEDIA & ENTERTAINMENT, INC.
INCOME STATEMENT
For the Period Ended June 30, 1996
<CAPTION>
3 Months Ended
June 30, 1996 Pct
_____________ ______
<S> <C> <C>
REVENUE $ 0.00 0.00
OPERATING EXPENSES
Bank charges 83.99 0.00
Dues and subscriptions 29.51 0.00
Office supplies 6.50 0.00
_____________ ______
Total expenses 210.00 0.00
_____________ ______
OPERATING INCOME (210.00) 0.00
_____________ ______
NET INCOME (LOSS) $ (210.00) 0.00
============= ======
</TABLE>
[FN]
See accountant's compilation report.
<PAGE>
<TABLE>
SKYDOOR MEDIA & ENTERTAINMENT, INC.
STATEMENT OF CASH FLOWS
For the Period Ended June 30, 1996
Increase (Decrease) in Cash or Cash Equivalents
<CAPTION>
<S> <C>
Cash Flow from Operating Activities
Net Income (Loss) $ (210.00)
Adjustments to Reconcile Cash Flow -
Decrease (Increase) in Current Assets -
Increase (Decrease) in Current Liabilities -
Accounts Payable (18,519.93)
______________
Cash Provided (Used) by Operations (18,729.93)
Cash Flow From Investing Activities
Sales (Purchases) of Assets -
Cash Flow From Financing Activities
Cash (Used) Provided by:
Notes Payable - Officers 18,519.93
______________
Cash Provided (Used) by Financing 18,519.93
Net Increase (Decrease) in Cash (210.00)
Cash at Beginning of Period 31.84
______________
Cash at End of Period $ (178.16)
===============
</TABLE>