UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter ended March 31, 1999Commission File No. 133-16736
Media Vision Productions, Inc. (formerly Gulfstar Industries, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 23-2442288
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
105 S. Narcissos Ave. #701, West Palm Beach, FL 33401
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (561) 835 - 0094
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 shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
Transitional Small Business Disclosure Format:
Yes: X No:
The number of shares outstanding of each of the registrant's classes of common
stock as of March 31, 1999 is 5,245,545 shares all of one class of $.08 par
value common stock (as adjusted from $.80)and no shares of convertible
preferred stock with a $10.00 par value.
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
(FORMERLY GULFSTAR INDUSTRIES, INC.)
INDEX
PAGE
PART I FINANCIAL INFORMATION
Consolidated Balance Sheet - March 31, 1999 1
Consolidated Statements of Operations - Three and six Months
Ended March 31, 1999 2-3
Consolidated Statement of Cash Flows - Six Months
March 31, 1999 4
Notes to the Consolidated Financial Statements 5
Management's Discussion and Analysis of financial
conditions and results of operations 6-7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of 8
Security Holders
Item 5. Other Information 8
Item 6. Exhibits on Reports on Form 8-K 8
Signature Page 9
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
BALANCE SHEET
MARCH 31, 1999
Assets
Current Assets
Cash $ 100,080
Other receivable 53,892
Total Current Assets 153,972
Fixed assets, at cost, net of accumulated
Depreciation of $2,171 19,543
Reorganization Expenses, net of accumulated
amortization of $4,524 81,607
Other assets - deposits 3,500
Total Assets 258,622
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses 50,971
Total Current Liabilities 50,971
Stockholders' Deficit
Common stock, par value $.08 per share; authorized
10,000,000 shares, 5,245,545 issued and outstanding 419,644
Convertible preferred stock, authorized 1,000,000
shares, par value $10.00; no shares issued
And outstanding
Additional paid in capital 404,263
Retained deficit subsequent to recapitalization (7-22-97) (616,256)
Total Stockholders' Deficit 207,651
Total Liabilities and Stockholders' Deficit $ 258,622
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENT OF OPERATIONS
FOR THREE MONTHS ENDED MARCH 31, 1999
Total Revenue $ -
Operating Expenses
Selling and administrative expenses 215,552
Research and development 38,888
Syndication and production costs 38,500
Depreciation expense 2,171
Amortization expense 2,262
Total operating (297,373)
Loss from operating activities (297,373)
Provision for taxes -
Net Loss $(297,373)
(Loss) per share $ (.057)
Weighted average shares outstanding 5,203,878
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENTS OF OPERATIONS
From
For the Inception
Six (July 22,
Months 1997)
Ended Through
March 31, March 31,
1999 1999
Total Revenue $ - $ -
Operating Expenses
Selling and administrative expenses 438,460 487,173
Research and development 38,888 38,888
Syndication and production costs 83,500 83,500
Depreciation expense 2,171 2,171
Amortization expense 4,524 4,524
Total operating (567,543) (616,256)
Loss from operating activities (567,543) (616,256)
Provision for taxes - -
Net Loss $(567,543) $(616,256)
(Loss) per share $ (.109) $ (.117)
Weighted average shares outstanding 5,199,712 5,245,545
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENTS OF CASH FLOWS
From
For the Inception
Six (July 22,
Months 1997)
Ended Through
March 31, March 31,
1999 1999
Operating Activities:
Cash Flows From (Used In) Operating Activities:
Net Loss $(567,543) $ (616,256)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 6,695 6,695
Increase in deposits (3,500) (3,500)
Increase in accounts payable and accrued
expenses 50,971 50,971
Net Cash Used In Operating Activities (513,377) (562,090)
Investing Activities:
Purchase of fixed assets (21,714) (21,714)
Payment of reorganization expenses (86,131) (86,131)
Advance to potential affiliate (53,892) (53,892)
Net Cash Used In Investing Activities (161,737) (161,737)
Financing Activities:
Proceeds from the issuance of common stock
net of $23,625 offering costs 823,907 823,907
Repayment to/advances on expenses (48,713) -
Net Cash From Financing Activities 775,194 823,907
Cash and equivalents at beginning of period - -
Cash and equivalents at end of period $ 100,080 $ 100,080
<PAGE>
. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended March 31, 1999
are not necessarily indicative of the results that may be expected for the
year ended September 30, 1999. For further information, refer to the
financial statements and footnotes thereto included in the Registrant
Company's annual report on form 10-KSB for the year ended September 30,
1998.
B. PURCHASE OF SUBSIDIARY AND EFFECTIVE RECAPITALIZATION OF THE COMPANY
The following unaudited consolidated condensed balance sheet of Media
Vision Productions, Inc and Subsidiaries as of March 31, 1999 the
transaction approved by the Board of Directors on January 4, 1999, whereby
the shareholders of the Media Vision Properties, Inc., a Delaware
corporation, received 4,797,500 shares of the Media Vision Properties,
Inc. in return for all its outstanding shares of common stock is deemed to
be effective as of the balance sheet date in December 31, 1998.
For accounting purposes the acquisition has been treated as an acquisition
of Media Vision Productions Inc. by Media Vision Properties, Inc. and as
such constitutes a recapitalization of Media Vision Properties Inc. As
such, the historical financial statements of the Company prior to January
4, 1999 are those Media Vision Properties, Inc., which was incorporated on
July 22, 1997.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements including the Company's Florida operating subsidiary, as well as
information relating to the plans of the Company's current management.
PLAN OF OPERATIONS
Three and Six Months Ended March 31, 1999
The loss from operations for the three and six months ended March 31,1999 was
$297,373 and $567,543 respectively. There is no comparable information for the
prior period as the acquiring company had insignificant operations at that time.
Liquidity and Working Capital
The Company's working capital continued to decline during the quarter ended
March 31, 1999. The Company has been in the development stage and has sought
and obtained capital stock through transactions which are intended to be exempt
from registration pursuant to Rules 504 and 505 promulgated by the SEC. During
the month of April an additional $200,000 of working capital was provided by
the issuance of common stock.
The Company believes its plan of raising capital, including potential mergers
and additional offerings will be sufficient to complete the development stage
and commence operations.
Plan of Reorganization
The Company Media Vision Productions, Inc. (formerly Gulfstar Industries, Inc.
and Subsidiaries) had filed a petition under Chapter 11 of the Bankruptcy laws.
The significant petition proposals divided prepetition liabilities into two
categories:
- - Class II consisted of unsecured obligations totaling $53,111. The obligees
will be impaired to the extent that they will not be paid the full amount owed
them, and will receive one share of post reverse split common stock for every
$30 of the amount in which the holder has an approved claim.
- - Class IV consisted of equity security holders and related party lenders in
the amount of $812,649 and 75,000 preferred shares. The security holders will
be impaired to the extent that they will not be paid the full amount owed them,
and will receive one share of post reverse split stock for every $30 of the
amount in which the holder has an approved claim. Preferred shareholders
shall receive one common share for each preferred share, prior to the reverse
split of shares pursuant to the plan of reorganization.
As a result of the above, $3,232 was recorded as common stock for the issuance
of 30,970 shares based upon the OTC trading price at the time of conversion,
and the balance of these liabilities were recorded as cancellation of
indebtedness income during the year ended September 30, 1998. Additionally,
the plan of reorganization provided for the shareholders as of the date of the
reorganization to receive 1 share of "new" common stock for each 25 shares of
"prior" common stock or 367,225 "new" shares for the 9,181,365 "old" shares,
including 75,000 shares of preferred stock as converted, previously outstanding.
<PAGE>
Additionally, the Plan proposed the repayment of $40,000 of liabilities to a
401K plan and creditors with accepted proof of claims shall receive one share
for every $30 of the amount in which that holder has an approved claim. As
stated above, the Plan as confirmed became effective on January 4, 1999. The
effects of the approval are reflected in the financial statements as of
September 30, 1998 and periods thereafter.
Pursuant to that plan of reorganization, the Company entered into the merger
agreement with Media Vision Properties, Inc. In connection with that plan of
merger 4,797,500 shares of the Company's stock were issued to the shareholders'
of Media Vision Properties, Inc. The Consolidated Company is in the Media
Industry producing shows for public Television, "Informercials" and the sale of
products over the world wide web.
During the quarter ended March 31, 1999 the board of directors amended the par
value of common stock from $.80 to $.08 to better reflect the results of the
merger.
Forward looking and other statements
Forward looking statements above and elsewhere in this report that suggest that
the company will increase revenues, become profitable and achieve significant
growth through acquisitions are subject to risks and uncertainties.
Forward-looking statements include the information concerning possible or
assumed future results of operations and cash flows. These statements are
identified by words such as "believes," "expects," "anticipates" or similar
expressions. Such forward looking statements are based on the beliefs of
Gulfstar Industries Inc. and its Board of Directors in which they attempt to
analyze the Company's competitive position in its industry and the factors
affecting its business. Stockholders should understand that each of the
foregoing risk factors, in addition to those discussed elsewhere in this
document and in the documents which are incorporated by reference herein, could
affect the future results Gulfstar Industries Inc. and could cause those
results to differ materially from those expressed in the forward-looking
statements contained or incorporated by reference herein. In addition there
can be no assurance that Gulfstar Industries Inc. and its Board have correctly
identified and assessed all of the factors affecting the Company's business.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On January 4, 1999, the Company's plan of reorganization became
effective as confirmed and all litigation against the Company was
considered canceled. One creditor is appealing this decision and the
Company has reserved 58,833 shares in the event the appeal is
granted.
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
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.
Media Vision Productions, Inc.
Formerly Gulfstar Industries, Inc.
Dated: June 15, 1999 By:/s/William Campbell
William Campbell, Director
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