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/A
[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 165,105 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 $ 1,189,801 $ 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 105,222 109,632
Reclamation bonds disc. operations 42,182 42,182
______________ _____________
Sub-total Other Assets $ 5,936,146 $ 5,767,702
Total Assets $ 8,384,624 $ 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) <4,639,986> <4,473,349>
____________ ___________
Total Stockholders' Equity $ 2,882,966 $ 3,049,603
____________ ___________
Total Liabilities and
Stockholder's Equity $ 8,384,624 $ 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 790,592 1,239,389
Depreciation and Amortization 280,934 467,196
Interest 67,247 189,595
______________ _____________
Total Expenses $ 1,455,923 $ 2,815,724
Operating Income (Loss) $ <986,986> $ <968,353>
Estimated Income Taxes $ -0- $ 197,257
______________ _____________
Income After Income Tax $ <986,986> $ <771,096>
Gain on Sale of Real Estate $ 355,721 $ -0-
______________ _____________
Income (loss) Before
Income Taxes $ <631,265> $ <968,353>
Income Tax Expense Deferred $ 118,223 -0-
Net (loss) income from continuing $ <513,042> $ -0-
Gain from discontinued operation $ <22,735> $ -0-
______________ _____________
Net (loss) income $ <535,777> $ <771,096>
Weighted Average Common Shares
Ourtstanding 50,835,954
Net (loss) income Per Weighted
Common Share $ <.01> $ <.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) $ <535,777> $ <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 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 $ <1,270,664> $ <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 1,503,083 .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: $ 2,292,701 $ 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
Our main business activities since 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 Wireless Cable TV stations to their
full growth potential requires substantial capital resources
which have not been adequately available to us. As a result we
have been able to only partially develop certain of the stations,
while holding other stations and/or licenses without development,
and selling 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, we are leasing the 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 our expenses.
Neither the revenues nor the number of TV channels of the
operating Wireless Cable TV stations are expected to increase
materially any time soon. We also have a small (four-TV channels)
wireless station in Hays, KS, which is not producing any
revenues. In cooperation with our 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 our affiliate,
Multichannel Distribution of America ("MDA"), and Heartland
Communications of Plano, TX (now known as NUCENTIX Broadband).
Under the transaction, we acquired a four-TV channel station in
Quincy, IL from MDA for the issuance of 8,507,460 restricted
shares of our common stock to MDA, and subsequently assigned and
transferred the station and its license to Heartland. In
exchange for the assignment and transfer, among other things, we
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 /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 Wireless Cable 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. Our
company participated in the FCC auction and won the right to 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
stations requires substantial financial resources. We have not
yet finalized our plans with respect to the development of
stations in these BTAs. The development is dependent on our
ability to obtain substantial capital resources. There is no
assurance that we will obtain sufficient financing to develop
such stations. In the meantime, we will attempt to sell our
rights and interest in the BTAs and its existing Wireless Cable
stations. There can be no assurance of success.
Historically, Wireless Cable 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 so that it allowed the use of the channels for
two-way communications. Using the concept of "cellular phone" or
"cellular communications", the 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.
Based upon the foregoing, we believe that this might be an
opportune time to sell our Wireless Cable TV stations, licenses
and rights and interest in the BTAs. TVCN has approximately 1.1
million households in its markets. We have contacted Sprint, MCI
and others about the possibility of selling Wireless Cable
assets. It is impossible to predict as to the outcome of such an
effort.
The Company did own its executive offices in Denver, Colorado.
On October 15, 1999, the Company sold its office building to a
non-related party for a sale price of $1,200,000 consisting of
cash and a promissory note receivable of $34,500. In connection
with the sale, the Company entered into a three-year lease for
its executive offices of approximately 3600 square feet at the
rate of $3625/month. The first two years of the lease in the
amount of $87,000 was prepaid as part of the sale. The building
had a book value of about $902,000.
On November 5, 1999, the Company sold its warehouse building in
Detroit, Michigan, to a non-related party for $200,000 in cash.
The warehouse had a net book value of 220,000.
Additionally, the Company owned two undeveloped residential lots
in Cherry Hill Village, Colorado, neither of which is subject to
any mortgage. On April 15, 1999, the company sold the first lot
to a non-related party for $630,000 in cash. The lot had a book
value of $322,000. The second lot also was sold to a non-related
party on March 20, 2000 for $695,000 in cash. The second lot had
a book value of $303,000.
The Company also owns an undeveloped acreage in Jefferson County,
Colorado, not subject to any mortgage. The book value of this
acreage at year-end was $64,700. The acreage has been listed for
sale for $1.1 million, but has not been sold.
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 Gas-To-Liquids 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. We
are discussing with various financial institutions obtaining the
necessary financing for the plant. We are also discussing with
different entities the possibility of entering into a partnership
agreement for the purpose of financing and implementing the
proposed Gas-To-Liquids plant. While the discussions are
ongoing, it is too premature to predict the outcome of such
discussions. Although we intend to focus our future activities
on the gas project, there is no assurance that we 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. 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 an agreement to sell certain assets
with the purchaser "BeWell Net Corp." of Parker, CO assuming
certain Liabilities of Planet Internet Corp. The net sale price
was $1,508,640 payable in common stock of BeWell Net.
Accordingly, we received 301,728 shares of the common stock of
BeWell Net valued at $137,170 which reflects the carrying value
of the net assets of Planet Internet while deferring the gain of
$466,286 until realized. TVCN has allocated but has not
transferred yet 80,000 shares to various employees as performance
bonuses. 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
responsibilities 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.
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. We attempted to sell InterOmni, but the sale did
not go through. We have 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 $1,455,923,
respectively as compared to $799,144 and 2,815,724 during the
same periods ending December 31, 1998. The change in expenses of
$1,359,801 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 <448,798>
Decrease in Depreciation and Amortization <186,262>
Decrease in Interest Expense <122,348>
Net decrease in total expenses $<1,359,801>
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
$<535,777>, 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 $ <1,270,664> $ <342,022>
Cash Flow From Investing
Activities $ 2,292,701 $ 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 $1,189,801 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
