<PAGE>
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 September 30, 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 September 30,
1995 was $9,063,082.
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: 8,263,082
Transitional Small Business Disclosure Format (check one): Yes______
No_____
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2
BNN Corporation
(A Development Stage Company)
INDEX
PAGE
----
PART I. Financial Information
Item 1. Financial Statements
Balance Sheets at September 30, 1995
(unaudited) and December 31, 1994 3
Statements of Income for the
Nine Months and Three Months
Ended September 30, 1995 4
and 1994 (unaudited)
Statements of Cash Flows for the Nine
Months September 30, 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. Financial Information
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3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
Current Assets September 30, 1995 December 31, 1994
<S> <C> <C>
Cash $ -0- $ -0-
Deposits 3,900 -0-
Total Current Assets 3,900 -0-
Other Assets
Organizational Costs 25,000 -0-
-------- --------
Total Assets 28,900 -0-
LIABILITIES & STOCKHOLDERS' EQUITY ======== --------
Total Liabilities $ 14,800 $ -0-
-------- --------
Stockholders' Equity
Common Stock $.01 par value
authorized 50,000,000 shares
Issued and outstanding 9,063,082 90,631 42,631
Paid-in Capital 3,490,573 1,358,361
Stock Subscription (1,958,600)
Retained Earnings - 12/31/94 (1,401,204) (1,401,204)
Loss on Operations (207,300)
Total Stockholder's Equity 14,100
--------- ----------
Total Liabilities and Stockholders Equity $ 28,900 $ -0-
=========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
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4
BNN Corporation
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30 September 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenue $ -0- $ -0- $ -0- $ -0-
Operating Expenses
General administrative expenses 122,500 -0- 127,300 -0-
Operating Income (loss) (122,500) -0- (127,300) -0-
Settlement of rescinding CSN (80,000) -0- (80,000) -0-
---------- ---------
Income (loss) before income tax (202,500) -0- (127,300) -0-
========== =========
</TABLE>
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5
BNN Corporation
(A Development Stage Company)
Statement of Cash Flow
<TABLE>
<CAPTION>
Nine Months ended Nine Months ended
September 1995 September 1994
<S> <C> <C>
Cash Flows from Operating Activities: $ -0- $ -0-
Net loss (207,300) -0-
Increase in receivables -0-
Increase in accrued expenses 14,800 -0-
Net cash used in operating activities 192,500 -0-
Cash Flows from Financing Activities ------- -0-
Proceeds from issuance of common stock 192,500 -0-
Net cash provided by financing activities 192,500 -0-
Net change in cash -0- -0-
Cash ------- -0-
Beginning of the period -0- 0
End of the period -0- -0-
</TABLE>
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6
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 such statements for the
last fiscal year) 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. The Company is
devoting substantially all of its present
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7
efforts in securing and establishing a new business. The
Company's ability to achieve these objectives cannot be
determined at this time. The Company acquired all of the
shares of Celebrity Shopping Network, Inc. ("Celebrity"), a
start-up company, in March 1995 and rescinded the transaction
in November 1995. No effect is given to the transaction herein
or to the operations of Celebrity. 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.
Note 2. Income Taxes
BNN has filed its corporate income taxes since its inception.
There is an operating loss which expires between 2003 and
2005.
Note 3. Start Up Costs
These amounts represent certain capitalized expenses incurred
in the formation of the business including consulting fees,
travel expenses, and other costs. They will be amortized when
revenue begins to be generated.
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8
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
Company and Celebrity Shopping Network, Inc. ("Celebrity") which called for the
exchange of shares of the Company's common stock for shares of Celebrity common
stock. On March 3, 1995, the Company completed the Exchange and Celebrity
Network became a wholly-owned subsidiary of the Company. Celebrity was formed as
a start-up venture to launch a television celebrity home shopping network; and
never commenced operations. In November 1995, that Agreement 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 incurred by certain Celebrity shareholders.
Results of Operations
The Company continued to seek other business subsequent to the
rescission.
The Company incurred administrative expenses of $207,300 during
this period while receiving no revenue. As a result, the company incurred a loss
of $207,300 during the nine months ended September 30, 1995 and no loss for the
comparable period in the prior year when the Company had no activity.
Liquidity
As of September 30, 1995 the Company had no funds. In June 1995
the Company sold 4,000,000 shares for full recourse notes. The Company's funds
have been provided by payment of notes. These funds have been used by the
Company have been used to pay for expenses incurred in connection with the
exploration of new business.
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9
PART II - OTHER INFORMATION
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
