QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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 period ended September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 0-18612
I.R.S. Employer Identification Number 84-1062555
TV COMMUNICATIONS NETWORK, INC.
(a Colorado Corporation)
10020 E. Girard Avenue, #300
Denver, Colorado 80231
Telephone: (303) 751-2900
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 and
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 17,981,133
shares of the Company's Common Stock ($.0005 par value) were outstanding
as of September 30, 1996.
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet as of
September 30, 1996 (unaudited) 4
Consolidated Statement of Operations
for the Three and Six months ended
September 30, 1996 (unaudited) 6
Statements of Cash Flow for the Six
months ended September 30, 1996
(unaudited) 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION 13
SIGNATURES 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 1996 (Unaudited)
September 30, March 31,
1996 1996
Unaudited
<S> <C> <C>
Current Assets:
Cash $ 920,236 $ 1,517,449
Investments 2,275,127 2,186,883
Accounts Receivable 63,071 111,616
Prepaid Expenses 183,640 47,855
Inventory 152,364 60,030
Current Portion
of Notes 2,156,623 2,505,013
Current Portion
of Def. Tax 607,838 607,838
Total Current Assets $ 6,358,899 $ 7,136,684
=========== ============
Property and Equipment
-Net $ 2,773,477 $ 2,543,500
___________ ____________
Other Assets:
Notes Receivable $ 3,167,419 $ 3,667,415
License Agreements
- Net 1,327,306 1,359,556
Other Assets 361,131 461,131
Deferred Income
Taxes 119,503 119,503
___________ ____________
Total Other Assets $ 4,975,359 $ 5,607,605
___________ ____________
Total Assets $14,107,735 $15,287,789
=========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, March 31,
1996 1996
Unaudited
<S> <C> <C>
Current Liabilities
Accounts Payable $ 620,573 $ 690,779
Accrued Expenses 374,312 477,721
Current Portion of Long-Term Debt 35,294 33,701
Current Deferred Gain 2,021,245 2,021,245
Taxes Payable 136,369 131,722
Advances From Stockholders 1,181,146 1,362,902
Subscriber Deposits 24,455 24,455
___________ ___________
Total Current Liabilities $ 4,393,394 $ 4,742,525
___________ ___________
Long-term Liabilities:
Long-term Debt $ 1,537,518 $ 1,510,240
Long-term Deferred Gain 3,221,812 3,357,263
___________ ___________
Total Long-term Liabilities $ 4,759,330 $ 4,867,503
___________ ___________
Stockholders' Equity
Class A preferred stock, $1 par
value; none issued or outstanding $ 0 $ 0
Class B preferred stock, $1 par
value; 28,813 shares issued and
outstanding 28,813 28,813
Class C preferred stock, $1 par
value; 780,000 shares issued and
outstanding 780,000 780,000
Class D preferred stock, $1 par
value; 4,864,000 shares issued
and outstanding 152,000 152,000
Common Stock,$.0005 par value;
100,000,000 shares authorized,
17,981,133 shares issued and
outstanding 9,016 9,016
Additional Paid in Capital 6,575,211 6,575,211
Accumulated (Deficit) (2,590,029) (1,867,279)
___________ ___________
Total Stockholder's Equity $ 4,955,011 $ 5,677,761
___________ ___________
Total Liabilities and
Stockholder's Equity $14,107,735 $15,287,789
=========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
Three Months Ended September 30, 1996 (Unaudited)
Unaudited Unaudited
3 Months 3 months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
Total Revenue $ 66,625 $ 390,072
Revenue - Sold Cable
Operations 576,160 1,632,126
___________ ___________
Total Revenue $ 642,785 $ 2,022,198
=========== ===========
Operating Expenses:
Salaries and Wages $ 374,774 $ 123,105
Programming Fees 8,000 -0-
General and Administrative 663,364 273,626
Depreciation and
Amortization 102,515 53,922
Interest 33,827 17,672
___________ ___________
Total Expenses $ 1,182,480 468,325
Income Before Income Taxes $ <539,695> $1,553,873
___________ ___________
Estimated Income Taxes $ 77,872 $ 621,549
___________ ___________
Income After Income Taxes $ <617,567> $ 932,324
=========== ===========
Net Income Per Common Share $ <.03> $ .05
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
Six Months Ended September 30, 1996 (Unaudited)
Unaudited Unaudited
6 Months 6 months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
Total Revenue $ 310,216 $ 883,738
Revenue - Sold Cable
Operations 1,120,366 1,986,225
Total Revenue $ 1,430,582 $ 2,869,963
=========== ===========
Operating Expenses:
Salaries and Wages $ 630,751 $ 317,812
Programming Fees 18,629 300
General and Administrative 1,155,946 523,530
Depreciation and
Amortization 199,417 97,678
Interest 70,768 34,374
___________ ___________
Total Expenses $ 2,075,511 $ 973,964
Income Before Income Taxes $ <644,929> $ 1,896,269
___________ ___________
Estimated Income Taxes $ 77,822 $ 758,507
___________ ___________
Income After Income Taxes $ <722,751> $ 1,137,762
=========== ===========
Net Income Per Common Share $ <.04> $ .06
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
Six Months Ended September 30, 1996 (Unaudited)
Six Months Ended
September 30
1996 1995
Unaudited Unaudited
<S> <C> <C>
Cash Flow From Operating Activities:
Net Income (loss) $ <722,751> $ 1,137,762
Adjustment to reconcile net income (loss)
to net cash used in operating activities
Depreciation and Amortization 199,417 97,678
Change in certain assets and liabilities
Accounts Receivable 48,545 <27,247>
Taxes Payable 4,647 183,376
Inventory 7,666 <38,312>
Prepaid Expenses <135,785> <96,784>
Accounts Payable <70,205> <54,746>
Accrued Expenses <103,409> <147,286>
Subscriber Deposits -0- -0-
Deferred Gain <135,453> <2,065,814>
Deffered Taxes -0- 578,054
Cash flows used in
operating activities $ <907,326> $ <433,319>
___________ ___________
Cash Flows From Investing Activities:
Investments <88,244> <26,261>
Development of Mine -0- <39,488>
Property & Equipment <367,144> <107,971>
Notes Receivable 848,386 2,047,734
Advance -0- <243,805>
Other 100,000 -0-
Cash flows provided by
investing activities $ 492,998 $ 1,630,209
___________ ___________
Cash Flows From Financing Activities:
Payments of Stockholder Advances $ <181,756> $ <388,972>
Long-term Debt 28,871 <78,255>
License Agreements <30,000> <609>
Cash flows used in
financing activities $ <182,885> $ <467,836>
Net Increase (decrease) In Cash <597,213> 729,054
Cash - Beginning of Year $ 1,517,449 $ 1,091,396
___________ ___________
Cash - End of Period $ 920,236 $ 1,820,450
=========== ===========
</TABLE>
<PAGE>
TV COMMUNICATIONS NETWORK, INC.AND SUBSIDIARIES
Notes to Financial Statements
September 30, 1996 and 1995 (Unaudited)
Summary of Significant Accounting Policies
The summary of the Company's significant accounting policies are
incorporated by reference from TV Communications Network, Inc., Annual
Report on Form 10-KSB dated June 30, 1996 for Fiscal Year ended March
31, 1996.
The accompanying unaudited consolidated financial statements include the
accounts of TV Communications Network, Inc., and its wholly-owned
subsidiaries. All material and inter-company accounts and transactions
have been eliminated in consolidation.
Interim Unaudited Financial Statements
Information with respect to September 30, 1996, and September 30, 1995,
and the periods then ended have not been audited by the Company's
independent auditors, but, in the opinion of management, reflect all
adjustments (which include only normal recurring adjustments) necessary
for the fair presentation of the operations of the Company. The results
of operations for the six months ended September 30, 1996, and September
30, 1995, are not necessarily indicative of the results of the entire
fiscal year.
The preparation of the interim report is based on the same accounting
standards, and the statements are in conformity with Generally Accepted
Accounting Principles (GAAP). Management believes there are no material
misstatements.
Earnings Per Share
Net income per common share is based on the weighted average number of
17,981,133 common shares outstanding for 1996 and 1995.
Income Tax
From its inception on July 7, 1987, the Company incurred operating
losses through March 31, 1993, which included certain accrued expenses
that are not deductible for tax purposes until paid, and has net
operating loss carry forwards available to offset future year taxable
income.
<PAGE>
Stockholders' Equity
The options granted by the Company to Century 21 shareholders originally
expired as of November 30, 1994. However, the Company extended said
options to the benefit of the Century 21 shareholders under the
following terms:
The respective number of shares has changed since 1989. At the Special
Meeting of TVCN Shareholders on December 17, 1991 the majority of
shareholders of TVCN passed a resolution authorizing a five-to-one (5-1)
reverse-stock split plan for the Company's Common Stock. Prior to
effecting the reverse split, the total number of shares of Common Stock
issued and outstanding was 75,879,665. Immediately following the reverse
stock split, the total number of such issued and outstanding shares was
15,175,933. The plan did not favor or discriminate against any group of
shareholders and applied equally to all shareholders and persons holding
rights to acquire common stock. Accordingly, for those who selected
Option A for Preferred Shares, the old conversion rate of two Preferred
Shares for one share of Common Stock has been adjusted to implement the
five-to-one reverse-split (e.g. there was a conversion right of 10,000
shares of Preferred Shares for 5,000 shares of Common Stock, now there
is a conversion right to 1,000 shares of Common Stock.) If Option B was
selected, now the exchange of 32 shares of Century 21 stock for 5
options to purchase 5 shares of Common stock at $0.37 per share is
adjusted so that the five (5) options are one (1) option and the option
price per share is $1.85 (five times $0.37). The option deadline to
either convert Preferred Shares to Common Stock or to purchase Common
Stock has been extended three years from November 30, 1994 to November
30, 1997. These Options are not transferable.
TVCN is extending the Options for three years, and the underlying common
shares are restricted from public sale for two years from the date of
issuance of common stock under the options or the effective date of
registration of such shares with the SEC, according to which event
occurs first. TVCN may, but is not obligated to, register these shares
for public trading through the SEC.
ITEM 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations
Wireless Cable Operations
Salina, Kansas. The Company has acquired the WCTV station is
Salina, Kansas from an affiliated company. Subsequently, the lessee
filed for Chapter 11 bankruptcy protection. In an open court, TVCN
repossessed the four-TV channel station and acquired the leases for the
remaining 11 TV channels for $200,000 and the waiver of the lessee's
obligations to TVCN in the approximate amount of $115,000. TVCN is
currently operating the Salina system, and will attempt to either
develop or sell the system, which broadcasts on 15 TV channels to a base
of 418 subscribers.
<PAGE>
San Luis Obispo, California. The Company leased the San Luis
Obispo, California WCTV station to Wireless Telecommunications, Inc.
("WTCI") on June 15, 1995. On January 1, 1996 WTCI defaulted on its
agreements with the Company, and the Company terminated the lease on
February 14, 1996. On February 28, 1996 the Company filed suit to
repossess the station. On June 18, 1996 the Sheriff of San Luis Obispo
County repossessed the station on behalf of the Company, and the Company
has begun operating the station which broadcasts on 7 channels and has
73 subscribers. The lawsuit has been settled. The terms of the
settlement are as follows: TVCN agreed to pay WTCI $90,000. In return
WTCI relinquished all of its claims to the San Luis Obispo WCTV station
and agreed to sell the San Luis Obispo BTA to TVCN for $90,000 cash and
assumption of the FCC obligation of $362,168.00 payable over 10 years,
with interest only payments for 2 years and principal and interest
payments for 8 years. FCC approval has been requested for the transfer
of the BTA.
Mobile, Alabama. The Company's Mobile, Alabama license is operated
by Mobile Wireless TV. For the use of this license the Company received
cash in the amount of $100,000 and a promissory note in the amount of
$100,000. The note bears interest at the rate of ten percent, with
interest payable quarterly. The principal is due on May 9, 1997. In
addition, the Company receives a transmission fee which is the greater
of $2,000 per month; $0.50 per subscriber per month; or two percent of
the gross monthly revenues of the station.
Woodward, Oklahoma. The Company's Woodward, Oklahoma license is
leased to Pioneer Telephone Cooperative. The channel lease provides for
transmission fees of $1,000 per month and expires on March 31, 1997.
Other Stations. The Company owns a station in Hays, Kansas. In
addition, on behalf of its affiliate, Multichannel Distribution of
America, Inc. ("MDA"), the Company constructed three other stations.
These stations of four channel licenses are in Myrtle Beach, South
Carolina; Quincy, Illinois; and Rome, Georgia. In consideration for
building the stations, MDA appointed TVCN as the operator of the
stations. TVCN is developing these stations, and is considering
offering a premium programming package such as HBO, ESPN, Showtime, and
CNN at the stations as test markets for this strategy. In the meantime,
the Company is also considering leasing additional channels, and leasing
or selling the channels to others.
The FCC Spectrum Auction
From November 13, 1995 to March 28, 1996 the FCC conducted an
auction of a certain portion of the microwave spectrum used by WCTV
stations. In this auction the FCC divided the country into Basic
Trading Areas ("BTAs"), according to certain geographic WCTV markets.
The successful bidder on each BTA acquired the right to obtain the
licenses for all parts of the commercial WCTV spectrum in the BTA which
were not already under license. In order to qualify to participate in
the auction each bidder was required to pay an up-front payment to the
FCC. The Company's up-front payment was $300,000 with a small business
bidding credit of $400,000.
<PAGE>
The FCC conducted the auction as an electronic "simultaneous
multiple round" auction through a specially prepared automated auction
software program. The auction closed after 181 rounds. Sixty-seven
auction participants made successful bids on one or more BTAs. CAI
Wireless Systems, Inc. was the largest participant in terms of dollar
volume, purchasing 32 BTAs for $48.8 million. Heartland Wireless
Communications, Inc. purchased the most BTAs, acquiring 93 BTAs for a
total of $19.8 million.
The Company was the successful bidder on the following 12 BTAs:
Clarksburg-Elkins, Fairmount, Logan, Morgantown, Steubenville and
Wheeling, West Virginia; Dickinson and Williston, North Dakota;
Scranton-Wilkes Barre-Hazleton and Stroudsburg, Pennsylvania;
Scottsbluff, Nebraska and Watertown, New York. The Company's net bid
was $1,276,000 (taking into account the 15% "small business" credit TVCN
received). This made TVCN the tenth largest participant in terms of the
number of BTAs acquired, and the 22nd largest participant in terms of
dollar volume. The total amount outstanding on this obligation is
$1,020,445, which the Company is financing over ten years as described
in the notes to the Company's financial statements. The FCC has issued
the authorizations, and TVCN has five years to complete the construction
and build out of the BTAs. The Company has not yet finalized its plans
with respect to development of WCTV stations in these BTAs, and there is
no assurance that the Company will have sufficient resources to develop
such stations.
Mining Business
Mining and Energy International Corp./Liberty Hill Mine
The Company, through its subsidiary Mining and Energy International
Corp., signed an option agreement with Big Trees' Trust to obtain the
right to develop the Liberty Hill Mine in Nevada County, California. The
extended term of the option expires June 8, 1997, with an additional
opportunity to sign a lease for a term of thirty years. During the
option period, the Company is required to pay $40,000 per month as
advance royalty or 15% of the ores mined and sold, whichever is greater.
The Company has paid $400,000 in advance royalty to date.
The Company has begun developing the mine. Approximately $570,000
of the development budget has been expended to date to complete
development phase. The company has expanded the daily production
capacity of the mine to meet the projected demand for the sale of
Silica. $270,000 was invested in additional production equipment. It
is estimated that it will take another $200,000 to $300,000 to complete
the development stage. In addition to gold, the mine operator hopes to
produce and sell substantial amounts of silica. The Company is relying
on the expertise of Ray Naylor (who is an officer in the Company's
Century 21 subsidiary and a beneficiary of the Big Trees' Trust) in
developing this mining opportunity. Initial tests have been run, and
the results are encouraging.
Convention Network 96
There were no revenues generated from the Convention Network 96
Project, and the total cost of approximately $138,000 was expensed. The
company does not expect to recover any of its investment.
Total Revenues
The total revenue for the quarter ended September 30, 1996 was
$642,785 as compared to $2,022,198 during the quarter ended September
30, 1995 and for the two quarters ended September 30, 1996 was
$1,430,582 as compared to $2,869,963 for the two quarters ended
September 30, 1995. The decrease was due to the note payoff and the
recognition of the deferred gain from the sale of the Washington D.C.
station, during 1995.
Operating Expenses
Total operating expenses for the three and six months ended September
30, 1996 are $1,182,480 and $2,075,511 as compared to $468,325 and
$973,694 for the three and six months ended September 30, 1995. The
increases in expenses of $714,155 and $1,101,817 are summarized as
follows:
<PAGE>
<TABLE>
<CAPTION>
Three Months Six Months
<S> <C> <C>
Increase in Salaries and Wages $ 251,669 $ 312,939
Increase in Programming Fees 8,000 18,329
Increase in General &
Administrative Expense 389,738 632,416
Increase in Depreciation
and Amortization 48,593 101,739
Increase in Interest Expense $ 16,155 $ 36,394
NET (INCREASE) IN TOTAL EXPENSES $ 714,155 $ 1,101,817
=========== ===========
</TABLE>
The increase in salary & wages and expenses is due to the increased time
spent in developing new areas of operations and defending lawsuits. The
increase in general & administrative expenses are due to developments of
the Liberty Hill Mine, the costs of operating the Salina and SLO
systems, and the development costs for other business opportunities.
Net Gain
The net income after income tax estimate for the three and six months
ended on September 30, 1996 was $<617,567> and $<722,751> as compared to
$932,324 and $1,137,762 during the three and six months ended September
30, 1995. The decreased income during the first two quarters ended
Spetember 30, 1996, is due to the note payment and the recognition of
revenue from the sale of cable operations in Washington D.C. during
1995. The higher operating costs also contributed to the losses in
1996.
Income Taxes
See page 9 "Income Tax" note.
Estimated income taxes are calculated at 40% for both federal and state
obligations.
Liquidity and Capital Resources
The Company initially financed its growth through loans and the
sale of stock. The Company will finance its future growth primarily
from the sale of domestic operations.
To date, the Company has not engaged in any debt financing.
Instead, it has relied on individual or group investments. The
company's cash flow for the six months ended September 30, 1996, and
September 30, 1995 are summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
Unaudited Unaudited
<S> <C> <C>
Cash Flow From Operating
Activities <907,326> <433,319>
Cash Flow From Investing
Activities 492,998 1,630,209
Cash Flow From Financing
Activities <182,885> <467,836>
Cash - Beginning of Period $ 1,517,449 $ 1,091,396
___________ ___________
Cash - End of Period $ 920,236 $ 1,820,450
=========== ===========
</TABLE>
The sales of the Denver, Colorado, Washington, D.C., and Detroit,
Michigan systems for approximately $17.5 million with a resulting gain
of $15.5 million are expected to adequately cover the Company's current
liabilities along with allowing the Company develop other wireless cable
TV markets in the United States and explore other business opportunities
domestically and internationally.
Currently, the Company has $ 1,572,812 in long term debt which is
primarily for the purchase of the TVCN corporate headquarters building
in Denver, Colorado, and for the Basic Trading Area rights purchased
from the FCC during its BTA Auction.
The Company's current assets and liabilities are $ 6,358,899 and $
4,393,394 respectively. The Company's cash position is such that
management anticipates no difficulty in its ability to meet its current
obligations. The Company currently has $2,275,127 of investments in
government securities.
During fiscal year 1993, the Company raised $1,000,000.00 in equity
investment by sales of its common stock. The President, and a
shareholder have advanced loans to the Company totaling $1,181,146. No
equity transactions have occurred in 1996.
Accounts Receivable and Payable
The decrease in notes receivable, and accounts payable as of September
30, 1996, is due mainly to the payment of invoices and receipt of note
payments.
Advance from Stockholders
During the period from March 31, 1996 to September 30, 1996, the Company
repaid advances from stockholders totalling $181,756.
Subscriber Deposits
The purchasers of the Denver and Detroit stations limited the subscriber
deposits assumed by purchasers to $50,000 and $114,000, respectively.
TVCN is responsible for subscriber deposits above these amounts.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
(A) Shareholder Class Action Suit
TVCN is a defendant in a class action suit entitled Merton
Frederick, et.al. v. TVCN, et.al. more fully discussed in the Company's
latest 10-KSB filed on June 30, 1996. The class of plaintiffs has been
certified by the court, and fact discovery has commenced and is almost
complete. Motions for summary judgment have been filed by the Company,
but are still pending. No date has been set for the trial. TVCN is
vigorously defending the case.
(B) The Company knows of no other material litigation pending,
threatened or contemplated, or unsatisfied judgment against it, or any
proceedings in which the Company is a party. The Company knows of no
legal actions pending or threatened or judgments entered against any
officers or directors of the Company in their capacity as such in
connection with any matter involving the Company or the business.
ITEM 2. Changes in Securities
None. See p. 10 for a discussion of Century 21, Inc., and
potential future changes.
ITEM 3. Default Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held its annual Shareholders Meeting on September 10,
1996. Approximately 15,728,000 shares of the 17,981,133 shares
outstanding attended the meeting in person or by proxy. The management
suggested slate of three Directors was elected, the Liberty Hill Mine
Option Agreement was ratified, approval to enter into the Liberty Hill
Lease was approved, and the firm of Erhardt Keefe Steiner & Hottman,
P.C. was ratified as independent auditors.
The votes in person or proxy were:
Directors FOR AGAINST ABSTAIN
Omar A. Duwaik 2,170,436 12,215 13,544,956
Armand DePizzol 2,168,436 15,015 13,544,156
Dennis J. Horner 2,171,381 12,070 13,544,156
LHM Option 2,158,701 23,000 13,345,906
LHM Lease 2,158,441 23,160 13,346,006
Auditors
EKS&H 15,708,737 8,870 10,000
ITEM 5. Other Information
None.
<PAGE>
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.
TV COMMUNICATIONS NETWORK, INC.
Date: November 13, 1996 /ss/Omar A. Duwaik
Omar A. Duwaik
PRESIDENT/CEO
/ss/Dennis J. Horner
Dennis J. Horner
VICE PRESIDENT/TREASURER
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.
TV COMMUNICATIONS NETWORK,
Date: August 13, 1996
Omar A. Duwaik
PRESIDENT/CEO
Dennis J. Horner
VICE PRESIDENT/TREASURER
