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 ending December 31, 1999
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. ("TVCN")
(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.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 50,835,954
shares of TVCN's Common Stock ($.0005 par value) were outstanding
as of December 31, 1999.
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND
SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet as of December 31, 1999
(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Operations for the Three
and Nine ending December 31, 1999 (unaudited) . . . . . . . 6
Statements of Cash Flow for the Nine
months ending December 31, 1999(unaudited). . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 9
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND
SUBSIDIARIES
Consolidated Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
Unaudited Audited
December 31, 1999 Mar. 31,1999
________________ _____________
<S> <C> <C>
Current Assets:
Cash $ 690,284 $ 462,157
Investments 27,935 27,200
Accounts Receivable 6,834 28,850
Inventory 171,002 165,261
Current Portion of Notes 1,300 1,300
Current Portion of Def. Tax 121,838 121,838
Other Current Assets 33,438 80,787
______________ _____________
Total Current Assets $ 1,052,631 $ 887,393
Property and Equipment-Net $ 1,258,677 $ 3,252,830
______________ _____________
Other Assets:
Notes Receivable $ 2,376,178 $ 2,343,500
License Agreements - Net 1,331,899 1,396,945
Deferred income taxes 1,993,665 1,875,443
Prepaid Building Lease 87,000 -0-
Other assets 548,678 109,632
Reclamation bonds disc. operations 42,182 42,182
______________ _____________
Sub-total Other Assets $ 7,638,280 $ 5,767,702
Total Assets $ 8,690,910 $ 9,907,925
============== =============
</TABLE>
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unaudited Audited
Dec. 31,1999 Mar. 31, 1999
_____________ _____________
<S> <C> <C>
Current Liabilities:
Account Payables $ 326,084 $ 469,800
Accounts Payable- discont. Operations -0- 23,899
Accrued Expenses 262,650 692,861
Current portion of Long-Term Debt 57,483 367,928
Current maturities of Long Term Discon 37,500 37,500
Current Deferred Gain -0- -0-
Taxes Payable -0- -0-
Subscribers Deposits 24,932 24,379
_____________ ____________
Total Current Liabilities $ 708,649 $ 1,616,367
Long-term Liabilities:
Long-term Debt $ 1,267,445 $ 1,798,121
Long-term Deferred Gain 2,343,500 2,343,500
Long-term Deferred Income 34,500 -0-
Advances from Stockholder 1,147,564 1,100,334
_____________ ____________
Total Long-Term Liabilities $ 4,793,009 $ 5,241,955
Total Liabilities $ 5,501,658 $ 6,858,322
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; no shares outstanding -0- -0-
Class D preferred stock, $1 par
value; shares outstanding -0- -0-
Common Stock, $.0005 par value;
100,000,000 shares authorized;
51,195,914 outstanding 25,201 25,418
Additional Paid in Capital 7,468,938 7,468,721
Accumulated (Deficit) <4,333,700> <4,473,349>
____________ ___________
Total Stockholders' Equity $ 3,189,252 $ 3,049,603
____________ ___________
Total Liabilities and
Stockholder's Equity $ 8,690,910 $ 9,907,925
============ ===========
</TABLE>
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
Three Months Ending December 31, 1999 and 1998 (Unaudited)
<TABLE>
<CAPTION>
Unaudited Unaudited
3 Months Ending 3 Months Ending
Dec. 31, 1999 Dec. 31, 1998
________________ ______________
<S> <C> <C>
Revenue-Operations $ 45,782 $ 238,230
Revenue-Sold Cable
Operations $ -0- $ -0-
Revenue Lawsuit Settlement $ -0- $ 300,000
Interest Income $ 110,074 $
____________ ____________
Total Revenue $ 155,855 $ 538,230
============ ============
Operating Expenses: Profit
Salaries and Wages $ 90,787 $ 251,550
Programming Fees 9,789 <5,039>
Cost of Goods Sold 11,143
Mine Development -0- 16,714
General and
Administrative 185,213 298,684
Depreciation and
Amortization 61,957 161,632
Interest $ 6,368 $ 64,460
___________ ___________
Total Expenses $ 354,113 $ 799,144
___________ ___________
Operating Income(loss) $<198,228> $ <260,914>
Estimated Income Tax -0- <88,711>
___________ ___________
Income After Income Tax <198,258> <172,203>
Gain On Sale of Assets 111,431 -0-
___________ ___________
Income (loss) after <86,827> <260,914>
income tax
income Tax Expense-Deferred <118,223> -0-
Net (loss) income from ___________ ___________
continuing 31,396 <260,914>
Gain from discontinued
operation net of tax $ <14,757> $ -0-
benefit ___________ ___________
Net (loss) income $ 16,639 $ <260,914>
Weighted Average Common
Shares Outstanding 50,835,954
Net Income Per Share .0003 <.004>
=========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
Nine Months Ending December 31, 1999 (Unaudited)
<S> <C> <C>
Unaudited Unaudited
9 Months Ending 9 Months Ending
Dec. 31, 1999 Dec. 31, 1998
______________ ______________
Revenue - Operations $ 300,443 $ 829,685
Interest Income 168,494
Revenue - Sold Cable -0- 717,686
Operations
Revenue - Sold Station -0- -0-
Revenue Lawsuit Settlement 300,000
Total Revenue $ 468,937 $ 1,847,371
============== ==============
Operating Expenses: Profit
Salaries and Wages $ 290,726 $ 755,187
Programming Fees 26,424 18,982
Cost of Goods Sold 80,242
Mine Development 65,133
General and Administrative 950,591 1,239,389
Depreciation and Amortization 280,934 467,196
Interest 67,247 189,595
______________ _____________
Total Expenses $ 1,615,923 $ 2,815,724
Operating Income (Loss) $ <1,146,986> $ <968,353>
Estimated Income Taxes $ -0- $ 197,257
______________ _____________
Income After Income Tax $<1,146,986> $ <771,096>
Gain on Sale of Real Estate $ 822,007 $ -0-
______________ _____________
Income (loss) Before
Income Taxes $ <324,979> $ <968,353>
Income Tax Expense Deferred $ 118,223 -0-
Net (loss) income from continuing $ <206,756> $ -0-
Gain from discontinued operation $ <22,735> $ -0-
______________ _____________
Net (loss) income $ <229,491> $ <771,096>
Weighted Average Common Shares
Ourtstanding 50,835,954
Net (loss) income Per Weighted
Common Share $ <.005> $ <.01>
============== =============
</TABLE>
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
Nine Months Ending December 31, 1999 and 1998 (Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Unaudited Unaudited
9 Months Ending 9 Months Ending
Dec. 31, 1999 Dec. 31, 1998
________________ _______________
Cash Flow From Operating
Activities
Net Income (loss) $ <229,491> $ <771,096>
Adjustment to reconcile net
income (loss) to net cash
used in operating activities:
Depreciation and
Amortization $ 325,205 $ 467,197
Change in certain assets
and liabilities:
Common Stock -0- 500,373
Gain on Sale of Denver
Assets $ <404,917> -0-
Gain (Loss) on Sale
of Planet Internet <466,286> -0-
Gain (loss) on Sale
of Detroit 49,196 -0-
Gain on Sale of Real
Estate -0-
Accounts Receivable $ 22,016 <13,390>
Taxes Payable <21,850>
Inventory <5,741> <38,101>
Prepaid Expenses <87,000> -0-
Accounts Payable <167,615> <9,378>
Accrued Expenses <430,211> 96,575
Subscriber Deposits 553 200
Deferred Gain 34,500 <657,992>
Deferred Taxes <118,222> 105,440
Other Assets 47,349
______________ _____________
Cash flows used in
operating Activities $ <1,430,664> $ <342,022>
______________ _____________
Cash Flows From Investing Activities:
Net Investing
Activity $ <443,456> $ .00
Proceeds From Sale
of Real Estate 1,262,077 .00
Proceeds from
Property & Equip 1,567,368 .00
Property & Equipment
Purchases -0- .00
Investments -0- <4,224>
Property & Equipment -0- <99,824>
Notes Receivable <32,678> 736,513
Other 3,675 <57,078>
______________ _____________
Cash Flows provided by investing
activities: $ 2,356,986 $ 575,387
______________ _____________
Cash Flows From Financing Activities:
Stockholder Advances $ 47,230 -0-
Payments of Stockholder -0-
Advances $ -0- $ <18,053>
Long-term Debt <841,121> 71,808
License Agreements <19> <447,594>
______________ _____________
Cash flows used in financing
Activities $ <793,910> $ <393,839>
______________ _____________
Net Increase (decrease)
in Cash 228,127 <160,464>
Cash - Beginning
of Year $ 462,157 $ 852,367
Cash - End of Year 690,284 691,893
______________ _____________
Ending Cash Balance
Cash - End of Period $ 690,284 $ 691,893
============== =============
</TABLE>
<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Notes to Financial Statements
December 31, 1999 and 1998 (Unaudited)
Summary of Significant Accounting Policies
The summary of TVCN's significant accounting
policies are incorporated by reference from TV Communications
Network, Inc., Annual Report on Form 10-KSB/A for Fiscal Year
ending March 31, 1999.
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 December 31, 1999, and
December 31, 1998, and the periods then ended have not been
audited by TVCN'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 TVCN. The results of
operations for the three and nine months ending December 31,
1999, and December 31, 1998, 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 50,835,954, and 41,188,454 common shares
outstanding for 1999 and 1998 respectively.
Income Tax
From its inception on July 7, 1987, TVCN 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. TVCN has the
following net operating loss carry forwards:
Net Operating Year of
Loss Carry forward
Expiration
Year ended March 31, 1999 $5,300,000 2014
ITEM 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
Wireless Cable TV ("WCTV") Operations
The main business activities of TVCN since its inception in
1987 has been obtaining TV channel leases, and the acquisition
and the development and sale of Wireless Cable TV (WCTV)
licenses and stations. The development of WCTV stations to
their full growth potentials requires substantial capital
resources which have not been adequately available to TVCN.
As a result TVCN has been able to only partially develop
certain of its WCTV stations, while holding other stations
and/or licenses without development, and sell such stations
and/or licenses to potential buyers at a profit.
Currently, TVCN is operating a WCTV station in Salina, KS,
and San Luis Obispo, CA. Additionally, TVCN is leasing its WCTV
stations in Mobile, AL and Woodward, OK to non-affiliated
entities. These stations have a limited number of TV channels and
subscribers. The revenues generated from these stations are very
limited and are not sufficient to cover TVCN's expenses. Neither
the revenues nor the number of TV channels of the operating WCTV
stations are expected to increase materially any time soon. TVCN
also has a small (four-TV channels) WCTV station in Hays, KS,
which is not producing any revenues. In cooperation with its
affiliate, Multichannel Distribution of America ("MDA"), Inc.,
TVCN has constructed four-channel WCTV stations in Myrtle Beach,
SC, and Scottsbluff, NE. MDA is owned and controlled by TVCN's
president. For more detailed information, see "Wireless Cable TV
("WCTV") Operations in TVCN's amended 10-KSB/A for the period
ended March 31, 1999.
TVCN is involved in a three-way transaction with its
affiliate, Multichannel Distribution of America ("MDA"), and
Heartland Communications. Under the transaction, TVCN has acquired
a four-TV channel station in Quincy, IL from MDA for the issuance
of 8,507,460 restricted shares to MDA, and subsequently assigned and
transfered the station and its license to Heartland. In exchange for such
assignment and transfer, among other things, TVCN has acquired from Heartland
the right to obtain additional TV licenses in Salina, KS. The transaction
went on public notice by the Federal Communications Commission ("FCC") on
May 26, 1999, and is pending FCC's approval (see the section
"Quincy, Illinois and Salina, Kansas" in the amended 10-KSB/A for
the period ended March 31, 1999). (Verbal approval and written notice was
received by TVCN on 2/7/00. The two companies now have 45 days to finalize
the Salina transaction.)
In 1996, the FCC divided the country into Basic Trading
Areas ("BTAs"), and conducted an auction to sell certain rights
under the WCTV frequency spectrum in which winners were given the
right to obtain the licenses for all parts of the vacant
commercial WCTV spectrum within the Basic Trading Areas ("BTAs").
TVCN participated in the FCC auction and won the right for 12 BTAs
throughout the USA (see "The FCC Spectrum Auction" in TVCN amended
10-KSB/A for the period ended March 31, 1999).
The construction, development and operation of Wireless
Cable TV ("WCTV") stations require substantial financial
resources. TVCN has not yet finalized its plans with respect to the
development of WCTV stations in these BTAs. The development is
dependent on TVCN's ability to obtain substantial capital
resources. There is no assurance that TVCN will obtain
sufficient financing to develop such stations. In the meantime,
TVCN will attempt to sell its rights and interest in the BTAs
and its existing WCTV stations, of which there can be no assurance
of success.
Historically, WCTV stations have been limited to a one-way
transmission: broadcasting cable TV programming over the air to
potential subscribers. However, in October, 1998, the FCC changed
its rules such that it allowed the use of the WCTV channels for
two-way communications. Using the concept of "cellular phone" or
"cellular communications", the WCTV frequencies can now be used
for two way communications connecting customers directly with
long-distance telephone networks, circumventing local telephone
lines.
As a result, long-distance telecommunications companies such
as Sprint and MCI Worldcom began to acquire WCTV companies. It
has been reported that Sprint and MCI were paying as much as
$54.00 per household.
Based upon the foregoing, TVCN believes that this is an
opportune time to sell its WCTV stations, licenses and rights and
interest in its BTAs. TVCN has approximately 1.1 million
households in its markets. TVCN contacted Sprint, MCI
and others about the possibility of selling its WCTV assets. It
is impossible to predict as to the outcome of such an effort.
Based on TVCN's experience in selling WCTV stations, and if
potential buyers continue to pay the foregoing $54.00/household,
TVCN's WCTV assets may be worth as much as $55 million. However, no offer
was made, and no negotiations of any offer were entered into. The
discussions with MCI and Sprint were preliminary in nature. There is no
assurance that TVCN will succeed in selling any of its WCTV assets, and if
any was sold, the selling price would be anything close to the
$54.00/household.
Reema International Corp.
Reema International Corp. (Reema) is a wholly-owned
subsidiary of TVCN. It was incorporated in 1993 to explore
for and develop business opportunities in the oil and gas
industry. Specifically, Reema is in the business of developing
projects designed to convert natural gas into transportation
fuels. This process is better known as Gas To Liquid ("GTL").
For more information, see TVCN's 1999 Annual Report, as amended,
on Form 10-KSB/A for the period ended March 31, 1999.
Through Reema, TVCN signed an agreement with the government
of Trinidad and Tobago, Latin America, for the purpose of
constructing and operating a GTL plant in Trinidad. The proposed
plant is expected to convert about 100 million cubic feet per day
of natural gas into approximately 10,000 barrels per day of
diesel, jet fuel, naphtha and other specialty products. The
capital cost of the plant is estimated at $300 million. TVCN is
discussing with various financial institutions obtaining the
necessary financing for the plant. TVCN is also discussing with
different entities the possibility of entering into a partnership
agreement for the purpose of financing and implementing the
proposed GTL plant. While the discussions are ongoing, it is too premature to
predict the outcome of such discussions. Although TVCN intends to focus its
future activities on the gas project, there is no assurance that TVCN
will succeed in obtaining the necessary financing or entering
into any partnership agreement with any entity.
Internet Business Opportunities
On February 16, 1996 TVCN incorporated its wholly-owned
subsidiary, Planet Internet Corp. as an Internet Service
Provider (ISP). Planet Internet provided internet service to
subscribers. By March 31, 1999, Planet had 836 subscribers, and
was running a negative cash flow of about $40,000 per month. On
May 18, 1999, TVCN signed on agreement to sell Planet to BeWell
Net Corp., another ISP. The net sale price was $1,508,640
payable in common stock of BeWell Net at the rate of $5.00 per
share. Accordingly, TVCN received 301,728 shares of the
common stock of BeWell Net. As part of the sale, TVCN
allocated and transferred 80,000 shares to various employees as
performance bonuses. None of the officers or directors of TVCN received any of
said stock other than Kenneth Roznoy who received 5,000 shares of said stock.
As part of the transaction, BeWell Net received all the internet equipment in
the approximate amount of $282,000, and assumed a liability
in the approximate amount of $230,000. The 301,728 shares of
BeWell Net represents 3.85% of the total issued and outstanding
shares of BeWell Net's common stock. BeWell Net is a private
company and has no public trading market for its stock. TVCN
continued to assume certain debt responsibility of Planet in the
amount of $53,515. The sale was completed in August, 1999, and
accounted for as an investment in BeWell Net stock. TVCN
debited the investment account, and reversed the assets and
related accumulated depreciation associated with the internet
equipment, which was transferred to BeWell Net. Further TVCN,
debited the liabilities that BeWell Net assumed as part of the
sale. The net result was a credit balance of $466,286, which
was booked as a gain on the sale of assets.
InterOmni Services - The InterOmni Wallet
TVCN has incorporated a wholly-owned subsidiary, InterOmni
Services, Inc, in order to develop the InterOmni Wallet, a
digital profile that tracks and records information about
individuals. TVCN attempted to sell InterOmni, but the
sale did not go through. TVCN has ceased any further
development in InterOmni.
Revenues
The total revenues for the three and nine months periods
ending December 31, 1999 were $155,855 and $468,937
respectively, as compared to $538,230 and $1,847,371 for the
same periods ending December 31, 1998. The decrease was due to
the sale of Planet Internet.
Operating Expenses
Total operating expenses for the three and nine months
periods ending December 31, 1999, were $354,113 and $1,615,923,
respectively as compared to $799,144 and 2,815,724 during the same
periods ending December 31, 1998. The change in expenses
of $1,199,801 is summarized as follows:
Decrease in Salaries and Wages $ <464,461>
Increase in Programming Fees 7,441
Decrease in Cost of Goods Sold <80,242>
Decrease in Mine Development <65,133>
Decrease in General & Administrative Expense <288,798>
Decrease in Depreciation and Amortization <186,262>
Decrease in Interest Expense <122,348>
Net decrease in total expenses $<1,199,801>
All decreases were the result of reduction and streamlining
of operations, and the sale of Planet Internet.
Net Gain
The net gain <loss> after income tax estimate for the three
and nine month periods ending December 31, 1999 were $16,639
and $<229,491>, compared to a change of $<260,914> and $<771,096>
during the three and nine months ended December 31, 1998. The
gain was due to the sale of TVCN corporate Building in Denver,
Colorado as well as its warehouse facility in Detroit, Michigan.
The loss decrease was due to reducing expenses in continuing
Operations.
Income Taxes
Estimated income taxes are calculated at 35% for federal
obligations.
Liquidity and Capital Resources
TVCN initially financed its growth through private loans
and private sale of stock. TVCN will finance its future growth
primarily from the sale of assets.
To date, TVCN has not engaged in any debt financing,
with the exception of the BTA's funded through the FCC. The debt
that resulted from the purchase of the internet equipment has been
transferred to and assumed by the buyer of Planet Internet. The
Company has relied on private individuals or group investments. The
Company's cash flow for the nine months ended December 31, 1999, and
December 31, 1998, are summarized as follows:
Dec 31, 1999 Dec 31, 1998
Unaudited Unaudited
Cash Flow From Operating
Activities $ <1,430,664> $ <342,022>
Cash Flow From Investing
Activities $ 2,356,986 $ 575,387
Cash Flow From Financing
Activities $ <793,910> $ <393,839>
Cash - Beginning of
Period $ 462,157 $ 852,367
Cash - End of Period $ 690,284 $ 691,893
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, the sale of the Rome, Georgia
station for $2.0 million, and the sale of other assets are expected to
adequately continue covering TVCN's current liabilities along with
allowing TVCN to develop other wireless cable TV markets
in the United States and explore other business opportunities
domestically and internationally.
Currently, TVCN has $1,267,445 in long term debt
which is primarily for the Basic Trade Area rights purchased
during the FCC BTA Auction, and for Equipment Purchases. TVCN
has sold its office building in Denver, Colorado, and as well
as its warehouse facility in Detroit, Michigan. For more
information, see TVCN's Annual Report on Form 10-KSB/A for the
period ended March 31, 1999.
TVCN's current assets and liabilities are $1,052,631
and $859,912, respectively. TVCN's cash position is
such that management anticipates no difficulty in its ability to
meet its current obligations. TVCN currently has $90,780
investments in government securities.
Accounts Receivable and Payable
In connection with the sale of the Detroit system, all
payments and notes underlying the sale have been paid to TVCN
except one note receivable in the amount of $2.4 million which
is due by December 30, 2000.
Advance from Stockholders
The President of TVCN continued to advance loans to
TVCN, as of December 31, 1999, these loans totaled
$1,046,209.
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.
On February 14, 1995, Mr. Omar Duwaik was granted a cash
bonus of $100,000 by the Board of Directors. Because of cash
flow constraints, the bonus has not been paid.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
Except as noted under the heading Frederick Case
Settlement, and Mining and Energy International, as detailed
in TVCN's Annual Report on Form 10-KSB/A for the period
ended March 31, 1999, TVCN knows of no material litigation
pending, threatened or contemplated, or unsatisfied judgment
against it, or any proceedings in which TVCN is a party.
TVCN knows of no material legal actions pending or
threatened or judgments entered against any officers or directors
of TVCN in their capacity as such in connection with any
matter involving TVCN or the business.
ITEM 2. Changes in Securities
There were no changes in Securities during the third
quarter ending December 31, 1999.
ITEM 3. Default Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security
Holders
No matters were submitted to a vote of Shareholders during the quarter
ended December 31, 1999.
ITEM 5. None.
<PAGE>
Exhibits (previously filed with the Commission and incorporated by
this reference)
3.1 Copy of Certificate of Incorporation of the corporation
(incorporated by reference to the Exhibits filed with the
Registration Statement dated September 28, 1987. File No.
33-16113-D), which was amended on March 23, 1989, and on
December 17, 1994. The amended copies were filed with the
Commission on or about the dates of the amendments.
3.2 Copy of By Laws of the corporation (incorporated by
reference to the Exhibits filed with the Registration
Statement dated September 28, 1987, file No. 33-16113-D).
10. Material Contracts (filed with the 10-KSB/A for 3-31-1999
period)
10.1 Memorandum of Understanding (page 1)
10.2 Acquisition Agreement (page 13)
21. Subsidiaries of the Registrant (found on Page 22 of the
Exhibits that were filed with the 10-KSB/A for 3/31/99
period)
27. Financial Data schedules were also filed with the 10-KSB/A
on 9/9/1999 for the period ended 3/31/1999.
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. ("TVCN")
/ss/KENNETH D. ROZNOY /ss/OMAR A. DUWAIK
Kenneth D. Roznoy, Vice President Omar A. Duwaik, President
Date: February 14, 2000
