<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______, 19__ to ______,
19__.
Commission File Number: 33-35580-D
INSTANT VIDEO TECHNOLOGIES, INC.
-------------------------------
(Exact Name of Small Business Issuer
as Specified in its Charter)
DELAWARE 84-1141967
--------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
500 SANSOME STREET, SUITE 503
SAN FRANCISCO, CALIFORNIA 94111
--------------------------------
Address of Principal Executive Offices, Including Zip Code
(415) 391-4455
-------------
(Issuer's Telephone Number, Including Area Code)
N/A
---
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES x NO
-- --
There were 4,600,695 shares of the Issuer's $.00001 par value common stock
outstanding as of April 15, 1996.
<PAGE> 2
INSTANT VIDEO TECHNOLOGIES, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Part I: Financial Information Page No.
- ------------------------------- --------
<S> <C>
Item 1. Financial Information:
Unaudited Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995........................................ 3-4
Unaudited Consolidated Statements of Operations -
Three and Nine Months Ended June 30, 1996 and 1995 ........................ 5
Unaudited Consolidated Statement of Cash Flows -
Three and Nine Months ended June 30, 1996 and 1995......................... 6-7
Notes to Unaudited Consolidated Financial
Statements................................................................. 8
Item 2. Management's Discussion and Analysis
or Plan of Operation. . . . . . . . ..................................... 9
Part II: Other Information. . . . . . . ..................................................... 11
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 Security Holders............................................ 11
Item 5. Other Information.................................................. 11
Item 6. Exhibits and Reports on Form 8-K................................... 11
Signatures..................................................... 15
</TABLE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this Report includes forward-looking statements
within the meaning of applicable securities laws that involve substantial risks
and uncertainties including, but not limited to, market acceptance of the
Company's products and new technologies, the sufficiency of financial resources
available to the Company, economic, competitive, governmental and technological
factors affecting the Company's operations, markets, services and prices, and
other factors described in this Report and in prior filings with the Securities
and Exchange Commission. The Company's actual results could differ materially
from those suggested or implied by any forward-looking statements as a result of
such risks.
<PAGE> 3
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
Assets June 30, 1996 December 31, 1995
------ ------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $110,195 $ 4,346
Accounts receivable 74,000 -
Prepaid expenses 52,402 25,161
-------- --------
Total current assets 236,597 29,507
-------- --------
Deferred costs 173,978 -
Property and equipment, net 55,227 50,176
Patents, net 136,669 143,991
Goodwill, net 4,196 5,362
Trademark, net 417 507
Deposits 9,312 9,312
-------- --------
$616,396 $238,855
======== ========
</TABLE>
<PAGE> 4
Liabilities and Shareholders' Equity (Deficit)
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
<S> <C> <C>
Current liabilities:
Bank line of credit $ 250,000 $ 250,000
Credit facility, related party 100,000 28,750
Convertible notes payable 150,000 241,305
Notes payable, other - 100,993
Deferred revenue 405,572 159,032
Accounts payable 204,411 322,280
Accrued payroll and taxes 97,888 226,059
Accrued interest 51,404 76,493
---------- ----------
Total current liabilities 1,259,275 1,404,912
---------- ----------
Convertible notes payable 141,000 141,000
---------- ----------
Shareholders' Equity (Deficit):
Preferred stock
Series D 9 9
Series E 5 5
Series F 12 -
Common stock 45 45
Additional paid-in capital 6,230,452 5,005,464
Accumulated deficit (7,014,402) (6,312,580)
---------- ----------
Net Shareholders' Equity (Deficit) (783,879) (1,307,057)
---------- ----------
$ 616,396 $ 238,855
========== ==========
</TABLE>
<PAGE> 5
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 19,439 $ 17,380 $ 38,569 $ 35,760
--------- --------- --------- ---------
Costs and expenses:
Research and development 36,000 1,765 72,300 1,765
Project costs 205,000 - 440,000 -
Other general and administrative 163,690 201,713 192,848 378,206
--------- --------- --------- ---------
404,690 203,478 705,148 379,971
--------- --------- --------- ---------
Net loss from operations (385,251) (186,098) (666,579) (344,211)
--------- --------- --------- ---------
Other income (expense)
Interest income 331 31 595 57
Interest expense (14,259) (12,934) (35,438) (36,440)
--------- --------- --------- ---------
(13,928) (12,903) (34,843) (36,383)
--------- --------- --------- ---------
Net loss before income taxes (399,179) (199,001) (701,422) (380,594)
Income taxes (400) - (400) (1,600)
--------- --------- --------- ---------
Net loss $(399,579) $(199,001) $(701,822) $(382,194)
========= ========= ========= =========
Net loss per common share $ (.09) $ (.05) $ (.16) $ (.10)
========= ========= ========= =========
</TABLE>
<PAGE> 6
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders' Equity (Deficit)
For the years ended December 31, 1995 and nine months ended September 30, 1996
<TABLE>
<CAPTION>
Common Stock Preferred Stock
----------------- ------------------ Additional Stock Total
Number of Number of Paid-In Accumulated Subscription Shareholders'
Shares Amount Shares Amount Capital Deficit Receivable Equity (Deficit)
--------- ------ --------- ------ ---------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1995 4,036,869 40 6,300,000 63 4,805,420 (5,855,947) (225,000) (1,275,424)
Collection of stock
subscription -- -- -- -- -- -- 225,000 225,000
Conversion of debt
to common stock 100,000 1 -- -- 99,999 -- -- 100,000
Stock issued for cash -- -- 100,000 1 99,999 -- -- 100,000
Conversion of preferred
stock to common 354,571 4 (4,964,000) (50) 46 -- -- --
Net Loss -- 1995 -- -- -- -- -- ( 456,633) -- ( 456,633)
--------- ----- --------- ----- --------- ---------- ------- ----------
Balance 4,491,440 $45 1,436,000 $14 $5,005,464 $(6,312,580) $ -- $(1,307,057)
Stock issued for cash 100,000 1 1,375,000 15 1,474,984 -- -- 1,475,000
Net income (loss) -- -- -- -- -- ( 552,968) -- ( 552,968)
--------- ----- --------- ----- --------- ---------- ------- ----------
Balance 4,591,440 $46 2,811,000 $29 $6,480,448 $(6,865,548) -- $( 385,025)
========= ===== ========= ===== ========= ========== ======= ==========
</TABLE>
<PAGE> 7
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(701,822) $(382,194)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 23,166 18,764
Amortization of deferred revenue (38,460) (34,760)
Increase in prepaid expenses (27,241) (672)
Increase in receivables (74,000) -
Increase in deferred costs (173,978) (134,375)
Increase (decrease) in accounts payable (117,869) 7,101
Increase (decrease) in accrued payroll and taxes (128,171) 11,329
Increase (decrease) in accrued interest and taxes (25,089) 10,252
Collection of license fees 285,000 72,000
---------- ----------
Net cash used in operating activities (978,464) (432,555)
---------- ----------
Cash flows from investing activities:
Purchase of property and equipment (11,461) (2,279)
Patent acquisition (8,178) (8,545)
---------- ----------
Net cash used in investing activities (19,639) (10,824)
---------- ----------
</TABLE>
<PAGE> 8
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1995
---- ----
<S> <C> <C>
Cash flows from financing
activities:
Collection of stock subscription $ - $ 225,000
Proceeds from sales of preferred stock 1,225,000 100,000
Proceeds from debt - 175,000
Repayment of long-term debt (121,048) (94,265)
---------- -----------
Net cash provided by financing activities 1,103,952 405,735
---------- -----------
Increase (decrease) in cash and cash equivalents 105,849 (37,644)
Cash and cash equivalents, beginning 4,346 47,160
---------- -----------
Cash and cash equivalents, ending $ 110,195 $ 9,516
========== ===========
</TABLE>
Supplemental schedule of non-cash investing and financing activities:
During 1995, debt of $100,000 was converted to common stock.
During 1995, accrued interest of $8,000 was converted to a license fee.
<PAGE> 9
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 1996
(1) Basis of Preparation and Presentation
The condensed consolidated financial statements included herein have
been prepared by Instant Video Technologies, Inc., and its Subsidiary
(the Company), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC) and include all
adjustments which are, in the opinion of management, necessary for a
fair presentation. The condensed consolidated financial statements
include the accounts of the Company. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations. The
Company suggests that these financial statements be read in
conjunction with the historical financial statements and the notes
thereto of Instant Video Technologies, Inc.
<PAGE> 10
Item 2. Management's Discussion and Analysis or Plan of Operation.
General
Instant Video Technologies, Inc. ("Company") demonstrated its
Burstware(TM) technology in the commercial marketplace during the Quarter ending
June 30, 1996. Burstware enables the faster-than-real-time transmission of audio
and video programming. On April 15, 1996, the first ever faster-than-real-time
global transmission of video and audio programming using the Company's
Burstware(TM) technology was demonstrated at the National Association of
Broadcasters Show in Las Vegas, Nevada. This Burstware(TM) demonstration
provided the Company with an opportunity to showcase to many potential licensees
the virtues of faster-than-real-time transmission, and occurred in conjunction
with Vyvx, Inc., a licensee of the Company since January 1996. The Vyvx
demonstration validated the usefulness and timeliness of Burstware(TM) as well
as provided for increased exposure to potential licensees.
The Company continued to pursue its licensing activities, completed the
final deliverable of the Burstware Viewer(TM) to Vyvx, Inc., and accelerated its
development and marketing activities, including the development of a Burstware
Sockets(TM) alpha test, during this quarter.
During the six month period ending June 30, 1996, the Company received
revenue in the form of license fees in the amount of $211,000, as compared to
$72,000 for the six month period ending June 30, 1995. These fees related to the
collection of license fees pursuant to the Burstware Viewer(TM) License
Agreement with Vyvx, Inc. and $35,000 resulting from the payment to extend an
option to license future technology from the Company. The Company also raised an
additional $375,000 from the sale of additional investment units each of which
consists of 1 share of Series F Convertible Preferred Stock ("Series F Stock")
and a warrant to purchase one share of Common Stock. Each share of Series F
Stock may be converted into one share of the Company's Common Stock. The
exercise price of the Common Stock Purchase Warrants is $1.00 per share. The
document evidencing this financing includes provisions that, among other
matters, give the investors the right to appoint two directors to the Board of
Directors, registration rights, and the right of first refusal on financing
offerings by the Company during the twelve (12) months following the closing of
the financing. As of June 30, 1996, the total proceeds of this financing totaled
$1,225,000.
Results of Operations
During the three month period ending June 30, 1996, the Company
received revenue, in the form of license fees, in the amount of $161,000, of
which it realized $1,559. Additional revenue realized during this period, was
collected during previous quarters and totaled $17,880. The remaining $159,441
of revenue received during the three month period ending June 30, 1996, will be
realized during future quarters in which the Company delivers Burstware(TM)
applications relating to the Burstware(TM) license that resulted in the payment
of said revenue. During the three month period ending June 30, 1995, the Company
received revenue in the amount of $72,000, of which it realized $17,380. Certain
revenues received in 1995 and 1996 were license fees from agreements executed
during 1994.
Costs and expenses during the three month period ending June 30, 1996,
totaled $404,690 as compared to $203,478 during the three month period ending
June 30, 1995. The increase was primarily due to increased costs associated with
the development and marketing of Burstware(TM) products and applications. During
the six month period ending June 30, 1996, costs and expenses totaled $705,148
as compared to $379,971 during the six month period ending June 30, 1995. The
increase in expenses during the six month period ending June 30, 1996 was the
result of increased development, marketing and administrative costs associated
with Burstware(TM) products and applications.
<PAGE> 11
The Company realized a net loss of ($399,579) during the three month
period ending June 30, 1996, as compared to a net loss of ($199,001) during the
three month period ending June 30, 1995. The increased loss was primarily due to
increased general and administrative expenses related to the development and
marketing of Burstware(TM) products and applications. For the six month period
ending June 30, 1996 the net loss was ($701,822), as compared to a net loss of
($382,194) during the six month period ending June 30, 1995. The increased net
loss was primarily due to the increase in costs and expenses described above.
Liquidity and Capital Resources
As of June 30, 1996, the Company had a working capital deficit of
($1,022,678) as compared to a working capital deficit of ($1,375,405) at
December 31, 1995. The decreased deficit was primarily due to the increase in
cash resulting from revenue and financing.
Cash used in operating activities totaled $978,464 during the six month
period ending June 30, 1996, as compared to cash used in operating activities in
the amount of $432,555 during the six month period ending June 30, 1995. The
increase was primarily the result of increase in costs relating to the
development and marketing of the Burstware Viewer(TM) and Burstware Sockets(TM),
and future Burstware(TM) products and applications.
Cash flow provided by financing activities during the six month period
ending June 30, 1996 totaled $1,103,952, as compared to $405,735 during the six
month period ending June 30, 1995. The increase was primarily due to the
proceeds from the sale of units consisting of Series F Stock plus warrants to
purchase Common Stock.
During the six month period ending June 30, 1996, the Company received
funding in the amount of $1,225,000 from the private sale of investment units
consisting of Series F Stock and warrants to purchase Common Stock, and $71,250
from and increase in a previous credit facility provided by Draysec Finance Ltd.
The Company believes that this funding, combined with revenue resulting from
licensed Burstware(TM) products and applications will provide the working
capital necessary for the next twelve to eighteen month period.
The Company presently has no commitments for material capital
expenditures.
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
During the quarter ended June 30, 1996, the Company raised an
additional $375,000 from a private placement (pursuant to Section 4(2) of the
Securities Act of 1933, as amended and Regulation D promulgated thereunder) of
375,000 investment units at the price of $1.00 per unit (each unit consists of 1
share of Series F Stock and a warrant to purchase one share of Common Stock).
Each share of Series F Stock may be converted into one share of the Company's
Common Stock. The exercise price of the Common Stock Purchase Warrants is $1.00
per share. The document evidencing this financing includes provisions that,
among other matters, give the investors the right to appoint two directors to
the Board of Directors, certain registration rights, and the right of first
refusal on financing offerings by the Company during the twelve (12) months
following the closing of the financing.
Investors in Series F stock consisted of individual accredited
investors as well as institutional investors. Finders' fees in the amount of
100,000 units to one finder, and $32,500 to another finder were paid.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
The Quarter ending June 30, 1996 marked the introduction and
demonstration of the Company's Burstware(TM) technology in the commercial
marketplace. On April 15, 1996, the world witnessed the first ever
faster-than-real-time global transmission of video and audio programming using
the Company's Burstware(TM) technology, at the National Association of
Broadcasters Show in Las Vegas, Nevada. The National Association of Broadcasters
(NAB) show attracts more than 100,000 people associated with the broadcast,
telecommunications, and cable television industries. This Burstware(TM)
demonstration provided the Company with an opportunity to showcase to many
potential licensees the virtues of faster-than-real-time transmission, and
occured in conjuction with Vyvx, Inc., a licensee of the Company since January
1996. The Vyvx demonstration validated the usefulness and timeliness of
Burstware(TM) as well as provided for increased exposure to potential licensees.
Item 6. Exhibits and Reports on Form 8-K.
The Company filed a Report on Form 8-K dated January 31, 1996
reporting information under Item 5. - Other Events.
<PAGE> 13
SIGNATURES
In accordance with the Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
INSTANT VIDEO TECHNOLOGIES, INC.
Date: January 15, 1997 By: /s/ Gary R. Familian
---------------------
Gary R. Familian, President, Chief
Executive Officer, and Treasurer
<PAGE> 14
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description Location Sequential
- ------- ----------- -------- ----------
No. Page No.
- --- --------
<S> <C> <C> <C>
3.1 Articles of Incorporation and Incorporated by reference to Exhibit Nos. --
Bylaws 3.1 and 3.2 to Registrant's Form S-18
Registration Statement (No. 33-35580-D)
3.2 Bylaws, as amended Incorporated by reference to Exhibit No. --
3.2 to Registrant's Form SB-2 Registration
Statement (No. 33-69914)
3.3 Certificate of Amendment to Incorporated by reference to Exhibit No. --
Certificate of Incorporation 3.3 to Registrant's Form SB-2 Registration
filed August 19, 1992 Statement (No. 33-69914)
3.4 Statement Establishing Series D Incorporated by reference to Exhibit No. --
Preferred Stock 3.4 to Registrant's Form SB-2 Registration
Statement (No. 33-69914)
3.5 Statement Establishing Series E Incorporated by reference to Exhibit No. --
Preferred Stock 3.5 to Registrants Form 10-KSB for year
ended December 31, 1994
3.6 Statement Establishing Series F Incorporated by reference to Exhibit No. --
Preferred Stock 3.6 to Registrants Form 10-KSB for year
ended December 31, 1995
10.1 Amended Plan of Agreement and Incorporated by reference to Exhibit No. --
Reorganization Among Catalina 10 to Registrant's Current Report on Form
Capital Corp., Explore 8-K dated August 17, 1992.
Technology, Inc. and certain
officers, directors and
shareholders of Catalina Capital
Corp. and Explore Technology, Inc.
10.2 Employment Agreement with Wayne Incorporated by reference to Exhibit No. --
Van Dyck 10.2 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.3 Employment Agreement with Richard Incorporated by reference to Exhibit No. --
Lang 10.3 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.4 Repurchase Option Agreement with Incorporated by reference to Exhibit No. --
Richard Lang 10.4 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.5 Repurchase Option Agreement with Incorporated by reference to Exhibit No. --
Lisa Walters 10.5 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.6 Repurchase Option Agreement with Incorporated by reference to Exhibit No. --
Peter Spiess 10.6 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
10.7 License Agreement with Incorporated by reference to Exhibit No. --
Singularity Corporation 10.6 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.8 Amended 1992 Stock Incentive Plan Incorporated by reference to Exhibit 10.8 --
to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.9 Office Lease for 500 Sansome Incorporated by reference to Exhibit No. --
Street 10.6 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
10.10 Settlement Agreement with Wayne Incorporated by reference to Exhibit 10.10 --
Van Dyck and Promissory Note to to Registrant's Report on Form 10-KSB for
Wayne Van Dyck, as amended the year ended December 31, 1993
10.11 Master License Agreement with Incorporated by reference to Exhibit 10.11 --
Burst Communications Pty Ltd. to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.12 License Agreement with VI-FACTS, Incorporated by reference to Exhibit 10.12 --
Inc. to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.13 Consulting Agreement with Gary R. Incorporated by reference to Exhibit 10.13 --
Familian to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.14 Memorandum of Understanding with Incorporated by reference to Exhibit 10.14 --
525 Post Production Company to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.15 Third Amendment to Lease for 500 Incorporated by reference to Exhibit 10.15 --
Sansome Street to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.16 Credit Facility with Draysec Incorporated by reference to Exhibit 10.16 --
Finance Limited to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.17 Promissory Note to Draysec Incorporated by reference to Exhibit 10.17 --
Finance Limited to Registrant's Report on Form 10-KSB for
the year ended December 31, 1993
10.18 Amendment to Master License Incorporated by reference to Exhibit 10.18 --
Agreement with Burst to Registrant's Report on Form 10-KSB for
Communications Pty Ltd. the year ended December 31, 1994
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C> <C>
10.19 Amendment No. 1 to Credit Incorporated by reference to Exhibit 10.19 --
Facility with Draysec Finance to Registrant's Report on Form 10-KSB for
Limited the year ended December 31, 1994
10.20 Second Promissory Note to Draysec Incorporated by reference to Exhibit 10.20 --
Finance Limited to Registrant's Report on Form 10-KSB for
the year ended December 31, 1994
10.21 Fourth Amendment to Lease for 500 Incorporated by reference to Exhibit 10.21 --
Sansome Street to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.22 Employment Agreement with Gary R. Incorporated by reference to Exhibit 10.22 --
Familian to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.23 Employment Agreement with Richard Incorporated by reference to Exhibit 10.23 --
A. Lang to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.24 Employment Agreement with Therese Incorporated by reference to Exhibit 10.24 --
A. Webb Stacy to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.25 Consulting Agreement with Lisa Incorporated by reference to Exhibit 10.25 --
Walters to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.26 Letter Agreement with The Mill Incorporated by reference to Exhibit 10.26 --
(Facility) Limited to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.27 Memorandum of Understanding with Incorporated by reference to Exhibit 10.27 --
Vyvx, Inc. to Registrant's Report on Form 10-KSB for
the year ended December 31, 1995
10.28 Unit Purchase Agreement Incorporated by reference to Exhibit 10.28 --
pertaining to Series F to Registrant's Report on Form 10-KSB for
Convertible Preferred Stock the year ended December 31, 1995
10.29 Fifth Amendment to Lease for 500 Incorporated by reference to Exhibit 10.29 --
Sansome Street to Registrant's Report on Form 10-QSB for
the quarter ended March 31, 1996
11.1 Earnings per share calculation Incorporated by reference Exhibit 11.1 to --
for December 31, 1995 and 1994 Registrant's report on form 10-QSB for the
quarter ended March 31, 1996.
21 Subsidiaries of the Registrant Incorporated by reference to Exhibit No. --
22 to Registrant's Report on Form 10-KSB
for the period ended December 31, 1992.
27 Financial Data Schedule Attached
</TABLE>
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
quarter ended June 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 110,145
<SECURITIES> 0
<RECEIVABLES> 74,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 236,597
<PP&E> 84,365
<DEPRECIATION> 29,138
<TOTAL-ASSETS> 616,396
<CURRENT-LIABILITIES> 1,259,275
<BONDS> 0
0
26
<COMMON> 45
<OTHER-SE> 6,230,452
<TOTAL-LIABILITY-AND-EQUITY> 616,396
<SALES> 0
<TOTAL-REVENUES> 38,569
<CGS> 0
<TOTAL-COSTS> 440,000
<OTHER-EXPENSES> 265,148
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,438
<INCOME-PRETAX> (701,422)
<INCOME-TAX> 400
<INCOME-CONTINUING> (701,822)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (701,822)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
