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 June 30, 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 June 30, 1999 is 5,592,709 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 - June 30, 1999 1
Consolidated Statements of Operations - Three and Nine
Months Ended June 30, 1999 2-3
Consolidated Statement of Cash Flows - Nine Months
June 30, 1999 4
Notes to the Consolidated Financial Statements 5
Management's Discussion and Analysis of financial
conditions and results of operations 6-10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of 11
Security Holders
Item 5. Other Information 11
Item 6. Exhibits on Reports on Form 8-K 11
Signature Page 12
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
BALANCE SHEET
JUNE 30, 1999
Assets
Current Assets
Cash $ 95,247
Other receivable 53,892
Total Current Assets 149,139
Advance on production rights, MPI Productions 325,000
Fixed assets, at cost, net of accumulated
depreciation of $4,343 17,841
Reorganization expenses, net of accumulated
amortization of $6,786 79,345
Other assets - deposits 4,200
Total Assets 575,525
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses 56,812
Total Current Liabilities 56,812
Stockholders' Deficit
Common stock, par value $.08 per share; authorized
10,000,000 shares, 5,592,709 issued and outstanding 447,417
Convertible preferred stock, authorized 1,000,000
shares, par value $10.00; no shares issued
and outstanding -
Additional paid in capital 842,600
Retained deficit subsequent to recapitalization (7-22-97) (771,304)
Total Stockholders' Deficit 518,712
Total Liabilities and Stockholders' Deficit $ 575,525
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENT OF OPERATIONS
FOR THREE MONTHS ENDED JUNE 30, 1999
Total Revenue $ -
Operating Expenses
Selling and administrative expenses 145,615
Research and development 4,999
Syndication and production costs -
Depreciation expense 2,172
Amortization expense 2,262
Total operating expenses 155,048
Loss from operating activities (155,048)
Provision for taxes -
Net Loss $ (155,048)
(Loss) per share $ (.029)
Weighted average shares outstanding 5,485,545
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENTS OF OPERATIONS
From
For the Inception
Nine (July 22,
Months 1997)
Ended Through
June 30, June 30,
1999 1999
Total Revenue $ - $ -
Operating Expenses
Selling and administrative expenses 584,075 632,788
Research and development 43,887 43,887
Syndication and production costs 83,500 83,500
Depreciation expense 4,343 4,343
Amortization expense 6,786 6,786
Total operating expenses 722,591 771,304
Loss from operating activities (722,591) (771,304)
Provision for taxes - -
Net Loss $ (722,591) $ (771,304)
(Loss) per share $ (.137) $ (.138)
Weighted average shares outstanding 5,279,711 5,592,709
<PAGE>
MEDIA VISION PRODUCTIONS, INC.
A DEVELOPMENT STAGE COMPANY
(FORMERLY GULFSTAR INDUSTRIES, INC.)
STATEMENTS OF CASH FLOWS
From
For the Inception
Nine (July 22,
Months 1997)
Ended Through
June 30, June 30,
1999 1999
Operating Activities:
Cash Flows From (Used In) Operating Activities:
Net Loss $ (722,591) $ (771,304)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 11,129 11,129
Increase in deposits (4,200) (4,200)
Increase in accounts payable and accrued
expenses 56,812 56,812
Net Cash Used In Operating Activities (658,850) (707,563)
Investing Activities:
Purchase of fixed assets (22,184) (22,184)
Payment of reorganization expenses (86,131) (86,131)
Advance to potential affiliate (53,892) (53,892)
Advance to MPI Productions (325,000) (325,000)
Net Cash Used In Investing Activities (487,207) (487,207)
Financing Activities:
Proceeds from the issuance of common stock
net of $77,515 offering costs 1,289,985 1,289,985
Repayment to/advances on expenses (48,713) -
Cash on hand - date of recapitalization - 32
Net Cash From Financing Activities 1,241,272 1,290,017
Cash and equivalents at beginning of period 32 -
Cash and equivalents at end of period $ 95,247 $ 95,247
<PAGE>
A. 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 nine month periods ended June 30, 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 June 30, 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 Nine Months Ended June 30, 1999
The loss from operations for the three and nine months ended June 30,1999 was
$155,048 and $722,591 respectively. There is no comparable information for the
prior period as the acquiring company had insignificant operations at that
time. The Company has not recorded revenue since the recapitalization.
Liquidity and Working Capital
The Company's working capital declined during the quarter ended June 30, 1999
from $103,001 at March 31, 1999 to $92,327 at June 30, 1999. The Company has
been in the development stage and has sought and obtained capital through the
issuance of common stock through transactions which are intended to be exempt
from registration pursuant to Rules 504 and 505 promulgated by the SEC. During
the quarter an additional $520,000 of working capital was provided by the
issuance of common stock, which was offset by the Company's investment of
$325,000 in the productions rights of MPI.
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 by late 1999 or early 2000.
Plan of Operations and Acquisitions
MVPI has a five-year contract to produce network quality programming for
syndication to the 351 Public Broadcast Stations nationwide PBS). The Company
will develop Internet Communities related to each show, offering exciting
information, chat lines, auctions, buyers clubs and other exclusive WEB
Membership Benefits. In connection with our strategic alliance with MPI Bob
Marty has become the Company's Executive Director of Productions. Bob Marty
has produced twenty five highly acclaimed PBS specials in the past seven years.
The 101,000,000 loyal weekly viewers of PBS have a proven appetite for televised
concerts, antique/collectible auctions, self-improvement programs and children's
entertainment.
MVPI six to eight shows a year and retain exclusive rights to all brand-names,
trademarks and licensed merchandise. PBS is a proven source of credibility and
consumer demand. As the shows debut nationally, products are marketed to the
appropriate demographics through the specifically designed Internet Stores and
conventional channels of distribution.
In February, MVPI and MPI Media Productions co-produced Gary Null's "Get Healthy
Now", a health and fitness documentary. The show aired in over 150 markets
nationally during the PBS March Telethon and drove Internet Sales of the book to
the Amazon.com Best Seller List.
In April of 1999 the Company advanced $325,000 to MPI Media Productions in
connection with a letter of intent to produce, market and distribute associated
revenue producing activities in connection with at least 3 projects per year for
the next 3 years, or at a minimum 9 television productions in total. The
agreement also provides that the Company may pay discretionary bonuses of up to
$450,000 annually and 20% of the profits of the productions MPI manages.
Additionally, the commitment calls for up to 400,000 shares of the Company's
common stock be issued to MPI or its designatees, annually for three years.
The above sums and consideration may be applied to the acquisition of MPI,
although this is presently being negotiated; no final terms have been agreed
upon to acquire MPI outright.
MPI Media Productions International, Inc. is the production company of Robert
Marty, a successful producer of several notable PBS productions.
The agreement provides for MPI to distribute MVP intellectual properties to PBS
and all other appropriate networks with which MPI has a working relationship.
MPI MEDIA PRODUCTIONS INTERNATIONAL is a full service video production and
post-production company that creates video products for broadcast television,
major corporate and industrial clients, and the home video market.
Among MPI's products are:
- Entertainment programming
- Educational videos
- Documentaries
- Corporate communications and sales videos
- Video news releases, satellite programs and teleconferences
- Public service and commercial advertising
- Video reports
- Agency capabilities presentations
MPI was founded in 1986 by Bob Marty, and internationally recognized, award-
winning producer of films, videos and documentaries. Bob began his career
creating Sesame Street characters for Children's Television Workshop
International, later moving into television entertainment and educational
programming.
Under his direction, MPI has developed and produced programs for PBS, CBS, BBC
and FNN, among others. The most recent are GET HEALTHY NOW! with Gary Null,
John Tesh One World, Spirit - A Journey in Dance, Drums and Song, How To Live
Forever with Gary Null, Frank Patterson - Songs Of Inspiration, Bobby Darin -
Beyond the Song, Miss Patti Page: The Singing Rage, Robert Welles - Swedish
King Of The Keyboard, Frank Patterson Ireland's Golden Tenor Ireland in Song,
THE SONGS OF JOHNNY MERCER Too Marvelous for Words starring Johnny Mathis,
Melissa Manchester, Margaret Whiting, Andy Williams, Peter Nero and John
Pizzarelli, An Evening with Patti LuPone, Benny Goodman's Greatest Hits
hosted by Ed McMahon and featuring Lionel Hampton and Patti Page, JACKIE
MASON Look Who's Laughing, Kathie Lee Gifford's LULLABIES FOR LITTLE ONES and
The Great Love Songs starring Betty White and singers Dionne Warwick, Cleo
Laine, Maureen McGovern, Margaret Whiting, Jack Jones and John Raitt. Among
his other hit shows is the very popular Victor Borge: Then and Now, one in a
series of Borge programs that is credited with re-introducing this unique
talent to a new generation of fans. For public broadcasting, MPI also
created and produced the very successful Glenn Miller's Greatest Hits,
starring Emmy Award-winning TV personality Kathie Lee Gifford; the
Pledge Week special, Guy Lombardo: The Sweetest Sounds This Side of Heaven; and
rounding out MPI's "big band" package The Tunes of Tommy Dorsey: A Sentimental
Journey, hosted by popular stage, screen and TV star Shirley Jones. He also
produced a nationally distributed talk show called Crossing the Line with Jackie
Mason and Raoul Felder which was just renewed for 13 more hours. Keeping with
his interest in children's programming, Bob produced and directed the world's
first "personalized" children's home video called GREGORY & ME. With five
original characters and nine terrific songs, GREGORY & ME breaks new ground in
kid's TV. Bob has consulted with BARNEY and South African TV about this
break-through producing process.
MPI has produced film and video products for a range of major corporate clients
including AT&T, GTE, Apple Computer, IBM, Centocor, Inc., Bristol-Byers Squibb,
Teva Pharmaceuticals USA, Kellogg, K-Mart, Pacific Telesis, HarperCollins and
Simon & Schuster, as well as giants in broadcasting and entertainment such as
MTV Networks, NFL Films, Really Useful Group (Andrew Lloyd Webber) and Time-
Life Video.
MPI's videos for broadcast have been seen by an estimated 150-million people in
the United States. In recent years, MPI has been a major producer of highly
successful programming for the Public Broadcasting Service, much of it for
viewer pledge drives by the wide network of PBS affiliates across the
country. These specials include:
- - GET HEALTHY NOW WITH GARY NULL - PBS: March, 1999
(Co-Produced with MVPI)
- - SPIRIT - A JOURNEY IN DANCE, DRUMS AND SONG - PBS: March, 1999
- - JOHN TESH - ONE WORLD (Consulting Producers) PBS: March, 1999
- - DANNY KAYE: A LEGACY OF LAUGHTER - AMERICAN MASTERS - PBS
- - VICTOR BORGE: THEN AND NOW I, II and III - PBS
- - HOW TO LIVE FOREVER WITH GARY NULL
- - BOBBY DARIN Beyond the Song - PBS
- - FRANK PATTERSON - IRELAND'S GOLDEN TENOR - IRELAND IN SONG - PBS
- - FRANK PATTERSON - IRELAND'S GOLDEN TENOR - SONGS OF INSPIRATION - PBS
- - MISS PATTI PAGE: The Singing Rage - PBS
- - COLM WILKINSON IN CONCERT with PATTI LuPONE - PBS
- - THE INCOMPARABLE JUDY COLLINS - PBS
- - A JUDY COLLINS CHRISTMAS at the BILTMORE - A&E NETWORKS
- - THE ART OF THE KING'S SINGERS - PBS
- - NEW YEAR'S EVE WITH GUY LOMBARDO - PBS
- - GLENN MILLER'S GREATEST HITS I and II - PBS
- - THE TUNES OF TOMMY DORSEY: A SENTIMENTAL JOURNEY - PBS
- - BENNY GOODMAN'S GREATEST HITS - PBS
- - THE GREAT LOVE SONGS - PBS
- - THE SONGS OF JOHNNY MERCER - PBS
- - KATHIE LEE GIFFORD'S LULLABIES FOR LITTLE ONES - PBS
- - An Evening with PATTI LuPONE - PBS
- - ROBERT WELLS - Swedish King of the Keyboard - PBS
MPI's Home Video division produces educational and entertainment videotapes for
distribution in the home video market.
Among its major products are:
Victor Borge: Then & Now
Victor Borge: Then & Now II
Victor Borge: Then & Now 3
Glenn Miller's Greatest Hits I & II
Build It!
The Best of Judy Collins
The Very Funny World of Alan King
The Tunes of Tommy Dorsey
Growing Up Wild
The Art of the King's Sisters
The Best of Danny Kaye
I Love America
Victor Borge Tells Hans Christian Andersen Stories
Kathie Lee Gifford's Lullabies for Little Ones
Launch It!
The Addams Family - TV series
The Great Love Songs
The Songs of Johnny Mercer - Too Marvelous for Words
Benny Goodman's Greatest Hits
An Evening with Patti LuPone
Frank Patterson Ireland in Song
A Judy Collins Christmas
Frank Patterson Songs of Inspiration
Robert Wells Swedish King of the Keyboards
Miss Patti Page The Singing Rage
BOBBY DARIN Beyond the Song
HOW TO LIVE FOREVER with Gary Null
Get Healthy Now! with Gary Null
MPI has a successful track record marketing home videos through various
distribution channels including spot television ads, print, catalogs,
informercials and public relations and editorial placements.
In conjunction with MVPI this marketing continuum would be extended to include
Internet Stores developed and operated by MVPI.
ICLAS, Inc. (Internet Certified Line Autograph Sessions)
On July 31, 1999, the Company entered into an agreement to acquire 100% of the
common stock of ICLAS, Inc., which is the Internet and e-commerce division of
B&J Collectibles, one of the nations largest and most respected distributors of
autographed sports memorabilia. The acquisition will include a strategic
Internet alliance with CBS SPORTSLINE, (SPLN) inaugurated last week with the
worldwide broadcast of ICLAS from the National Collectors Convention in
Atlanta. Internet viewers were provided exclusive information, celebrity
interviews and the immediate opportunity to purchase certified autographs of
some of the biggest names in sports collectibles.
The MVPI-ICLAS presentation in Atlanta features Baseball Hall of Fame members
Reggie Jackson, Steve Carlton, Orlando Cepeda; Retired Football Stars Len
Dawson, Archie Manning, Herschel Walker and 1998 All Pro Quarterback,
Vinny Testaverde; Legendary Heavyweight Champion Joe Frazier; 1999 Indy Car
Rookie of the Year Robbie McGhee; and the renowned WWF Female Wrestler,
Playboy Cover Girl Rena Mero, "formerly known as SABLE".
Jeffrey Rodman, Executive Vice President of B&J Collectibles, was the architect
of the ICLAS concept. Simultaneous with B&J's sale of ICLAS, INC. Mr. Rodman
will enter into a long term contract with Media Vision Productions as President
and CEO of the ICLAS division.
The agreement, dated July of 1999, calls for the Company to issue 1,000,000
shares of the Company's common stock and a deferred payment of $500,000 upon
the completion of a private placement of the Company's stock.
Plan of Reorganization and Recapitalization
The Company Media Vision Productions, Inc. (formerly Gulfstar Industries, Inc.
and Subsidiaries) had filed a petition under Chapter 11 of the Bankruptcy laws.
As a result of the plan of reorganization, $3,232 was recorded as common stock
for the issuance of 30,970 shares to creditors 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.
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 held 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., which is the Company's principle operating
subsidiary and the merger transaction, often referred to as a "reverse
acquisition", has been accounted for as a recapitalization 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: August 23, 1999 By:/s/William Campbell
William Campbell, Director
<PAGE>
FINANCIAL SUMMARY
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 95,247
<SECURITIES> 0
<RECEIVABLES> 53,892
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 149,139
<PP&E> 22,184
<DEPRECIATION> (4,343)
<TOTAL-ASSETS> 575,525
<CURRENT-LIABILITIES> 56,812
<BONDS> 0
0
0
<COMMON> 447,417
<OTHER-SE> (211,993)
<TOTAL-LIABILITY-AND-EQUITY> 575,525
<SALES> 0
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<TOTAL-COSTS> 722,591
<OTHER-EXPENSES> 0
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