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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 31, 1995 Commission File No. 0-17591
BNN CORPORATION
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(Exact name of registrant as specific in charter)
Nevada 93-0957030
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
345 Park Avenue South, New York, New York 10010
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(Address of principal executive offices)
(212) 779-6601
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(Registrant's telephone number)
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 proceeding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _____ No __X___
The number of shares of Common Stock outstanding as of March 31, 1995
was 4,263,082.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes_____ No___X___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 4,263,082
Transitional Small Business Disclosure Format (check one): Yes______
No_____
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BNN Corporation
(A Development Stage Company)
INDEX
PAGE
----
PART I. Financial Information
Item 1. Financial Statements 3
Balance Sheets at March 31, 1995
(unaudited) and December 31, 1994
Statements of Income for the
Three Months Ended March 31, 1995
and 1994 (unaudited) 4
Statements of Cash Flows for the Three
Months March 31, 1995 and 1994 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. Other Information 8
Item 6. Exhibits and reports on Form 8-K
Signatures
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BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
Current Assets March 31, 1995 December 31, 1994
<S> <C> <C>
Cash $ -0- $ -0-
Other Assets
Organizational Costs
Total Assets -0- -0-
======== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Total Liabilities $ -0- $ -0-
Stockholders' Equity
Common Stock $.01 par value
authorized 50,000,000 shares
Issued and outstanding 4,263,082 42,631 42,631
Paid-in Capital 1,358,573 1,358,573
Retained Earnings - 12/31/94 (1,401,204) (1,401,204)
Loss on Operations -0-
Total Stockholder's Equity -0-
---------- ----------
Total Liabilities and Stockholders Equity $ -0- -0-
========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
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BNN Corporation
(A Development Stage Company)
Statement of Operations
For the three months ended March 31
1995 1994
Revenue $ -0- $ -0-
Operating Expenses
General administrative expenses -0- -0-
Operating Income (loss) -0- -0-
Income (loss) before income tax -0- -0-
4
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BNN Corporation
(A Development Stage Company)
Statement of Cash Flow
<TABLE>
<CAPTION>
Three Months ended March Three Months ended March
31, 1995 31, 1994
<S> <C> <C>
Cash Flows from Operating Activities: $ -0- $ -0-
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Net loss -0- -0-
Adjustment to reconcile net loss to net cash
used by operating activities: -0-
Increase in receivables -0- -0-
Increase in accrued expenses -0- -0-
Net cash used in operating activities -0- -0-
Cash Flows from Financing Activities -0-
Net change in cash -0- -0-
Beginning of the period -0- 0
End of the period -0- -0-
----- -----
</TABLE>
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BNN Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1. SIGNIFICANT ACCOUNTING PRINCIPLES
The accompanying balance sheet and the income and cash flow
statements of the Company (other than the balance sheet
information as of December 31, 1994) have been prepared by the
Company, without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position and results
of operations and cash flows at the date and for the period
herein have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
The results of operations for the interim periods are not
necessarily indicative of the results for the full year.
BNN Corporation is a successor of Sunburst Construction, Inc.,
a corporation organized under the laws of the state of Utah on
February 27, 1978. The corporation had little activity since
its inception and on May 21, 1987 merged with Polo Clubs of
America, Inc., a Nevada corporation. Terms of the merger
included in domicile, from Utah to Nevada, a change in the
capital structure of the corporation, the cessation of
subsidiary, and a name change of the parent to Polo Clubs of
America, Inc.
On August 11, 1987, Polo Clubs of America, Inc., acquired 100%
of the outstanding stock of Business News Network, Inc., a
Nevada corporation followed by the merger of the parent and
subsidiary into a single entity named Business News Network,
Inc. The Company entered into a transaction whereby it
acquired assets of a business.
On March 3, 1990, the Company decided to wind down its
operations. Since this time, the Company was dormant and on
February 2, 1992, the Company's Corporate Charter was revoked
by the State of Nevada. On November 18, 1994, a Certificate of
Reinstatement was issued by the State of Nevada and the name
of the Company was changed to BNN Corporation.
The Company is a development stage company, as defined in
Financial Accounting Standards Board No. 7 through March 1995.
The Company is devoting substantially all of its present
efforts in securing and establishing a new business. The
Company acquired all of the shares of Celebrity Shopping
Network, Inc. ("Celebrity") in
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March 1995 and rescinded the transaction in November 1995. No
effect is given to the transaction herein. Therefore, its
planned principal operations have not commenced and,
accordingly, no revenue has been derived therefrom during the
inactive period. In addition, the Company does not presently
have adequate financing to carry out its business plan.
The financial statements have been prepared on the basis of
accounting principles applicable to a going concern.
Accordingly, they do not purport to give effect to
adjustments, if any, that may be necessary should the Company
be unable to continue as a going concern. The continuation of
the Company as a going concern is dependent upon a successful
purchase and financing of a business and its ability to
establish itself as a profitable business. The Company's
ability to achieve these objectives cannot be determined at
this time.
Note 2. Income Taxes
BNN has filed its corporate income taxes since its inception.
There is an operating loss of which expires between 2003 and
2005.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The following is management's discussion and analysis of
significant factors which have affected the Registrant's financial position and
operations. The financial information included herein should be read in
conjunction with the Financial Statements, including the Notes thereto.
General
The Company had no activities during the year ended December 31,
1994. On January 11, 1995 an Exchange Agreement was entered into between the BNN
Corporation and Celebrity Shopping Network, Inc.("Celebrity") which called for
the exchange of shares of BNN Corporation common stock for shares of Celebrity
common stock with the result that Celebrity Network became a wholly-owned
subsidiary of BNN Corporation. On March 3, 1995, the Company completed the
Exchange and Celebrity became a wholly-owned subsidiary of the Company.
Celebrity was a start-up venture formed to implement a celebrity home shopping
television network which never commenced operations. In November 1995, the
transaction was rescinded. All of the shares of stock issued by the Company to
Celebrity shareholders were returned to the Company with the exception of
800,000 shares retained as complete compensation for expenses incurred by
certain Celebrity shareholders.
Results of Operations
The Company had no operations and continued to seek other
business subsequent to the rescission.
Liquidity
As of March 31, 1995, the Company had no funds. The funds
subsequently obtained by the Company have been provided by the sale of
securities. These funds have been used by the Company for payment of expenses
incurred in connection with the exploration of new business ventures.
PART II. ADDITIONAL INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated March 3,
1995 to reflect the acquisition of Celebrity Shopping Network,
Inc.
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Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: November 5, 1996 BNN CORPORATION
(Registrant)
_____________________________________________
Henry Siegel, Chairman of the Board, Director
(Principal, Financial and Accounting Officer)
_____________________________________________
Paul Siegel, Director
_____________________________________________
Martin Miller, Treasurer and Director
_____________________________________________
Raymond Volpe, Director
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