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Previous: BIOSAFE INTERNATIONAL INC, PRES14A, 1997-01-03 |
Next: VA I SEPARATE ACCOUNT OF UNUM LIFE INS CO OF AMERICA, 497, 1997-01-03 |
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 22, 1996
BNN CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Nevada 0-17591 93-0957030
- --------------- --------------------- ----------------------
(State or Other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
345 Park Avenue South 10010
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 779-6601
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<PAGE>
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Financial Statements of KMG*
(i)** (A) Report of Independent Auditors.
Seagull Entertainment, Inc. 1995
Kaleidoscope Group 1995
(B) Balance Sheets as of December 31,
1994 and 1995 for each of Seagull
Entertainment, Inc. and the KMG
Group.
(C) Statements of Operations for Seagull
Entertainment, Inc. and for
Kaleidoscope Group for the years
ended December 31, 1994 and December
31, 1995.
(D) Statements of Changes in
Stockholders' Equity for each of
Seagull Entertainment, Inc. and the
KMG Group, for the years ended
December 31, 1995 and December 31,
1994.
(E) Statements of Cash Flows for each of
Seagull Entertainment, Inc. and the
KMG Group, for the years ended
December 31, 1995 and December 31,
1994.
(F) Notes to the Financial Statements.
(ii) (A) Consolidated and Combined Balance
Sheet for the KMG Group as of
September 30, 1996 (unaudited).**
(B) Consolidated and Combined Statement
of Operations and Retained Earnings
for the KMG Group for the nine
months ended September 30, 1996
(unaudited).**
(C) Consolidated and Combined Statement
of Cash Flows for the KMG Group for
the nine months ended September 30,
1996 (unaudited).
(D) Notes to Financial Statements.**
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* KMG acquired Seagull Entertainment, Inc. and several companies operating
under the umbrella of KMG hereinafter called the KMG Group.
** Previously filed with this Form 8-K.
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<PAGE>
(b)** Pro Forma Financial Statements of Registrant
(i) Pro-Forma Consolidated Balance Sheet as of
September 30, 1996.
(ii) Pro-Forma Consolidated Statements of Income
for the nine months ended September 30,
1996.
(iii) Pro-Forma Consolidated Statements of Income
for the year ended December 31, 1995.
(c)** Exhibits
(i) Agreement and Plan of Reorganization dated
October 22, 1996 among the Company and the
shareholders of KMG.
- ----------
**Previously filed with this Form 8-K.
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<PAGE>
Kaleidoscope Media Group, Inc.
Consolidated Statement of Cash Flows
For the nine months ended September 30, 1996
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities
Net earnings (loss) $ (321,056)
Adjustments to reconcile net earnings to net cash
provided (used) by operating activities:
Depreciation and amortization 152,549
Income on equity investment (295,600)
Changes in:
Accounts receivable (1,086,822)
Expenditures billable to clients 109,047
Loans receivable (56,903)
Prepaid expenses 2,882
Other Assets 11,342
Accounts payable 293,141
Payable to KSE 1,042,600
Deferred rent (21,077)
Deferred Income (28,000)
Client advance (146,592)
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Net cash provided (used) by operating activities (344,489)
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Cash flows from investing activities
Expenditures for capitalized program costs (1,085,473)
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Net cash used by investing activities (1,085,473)
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Cash flows from financing activities
Net cash acquired from purchase of Kaleidoscope Group 196,036
Capital contribution 2,000
Repayment of loans payable - stockholders (38,470)
Repayment of notes payable (114,277)
Net increase in loan 1,272,828
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Net cash provided by financing activities 1,318,117
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Net increase (decrease) in cash and cash equivalents (111,845)
Cash and equivalents at beginning of period 139,213
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Cash and equivalents at end of period $ 27,368
===========
Supplemental disclosure of Cash flow information
Cash paid during the year for:
Interest 13,902
Income taxes 15,739
In connection with the Company's May, 1996 acquisition of the Kaleidoscope
Group, assets were acquired and liabilities were assumed as follows:
Fair value of assets acquired
Non cash current assets 1,388,353
Property and equipment 100,378
Other noncurrent assets 77,730
Goodwill 4,084,053
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Net 5,650,514
Less liabilities assumed (3,086,206)
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Excess of noncash assets assumed over liabilities acquired 2,564,308
Elimination of payable to Kaleidoscope Group 139,656
Net cash acquired 196,036
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Stock issued 2,900,000
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</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: January 3, 1997 BNN CORPORATION
(registrant)
By: /s/ Henry Siegel
---------------------------------------------
Henry Siegel, Chairman of the Board, Director
(Principal, Financial and Accounting Officer)
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