<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 MARCH 31, 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
Part I: Financial Information Page No.
Item 1. Financial Information:
Unaudited Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995.................... 3-4
Unaudited Consolidated Statements of Operations -
Three and Nine Months Ended March 31, 1996 and 1995 5
Unaudited Consolidated Statement of Cash Flows -
Three and Nine Months ended March 31, 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................ 12
Signatures.................................. 15
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
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 43,438 $ 4,346
Accounts receivable 200,000 -
Prepaid expenses 47,200 25,161
--------- ---------
Total current assets 290,638 29,507
--------- ---------
Deferred costs 42,282 -
Property and equipment, net 53,812 50,176
Patents, net 141,404 143,991
Goodwill, net 4,779 5,362
Trademark, net 462 507
Deposits 9,312 9,312
--------- ---------
$ 542,689 $ 238,855
========= =========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity (Deficit)
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Current liabilities:
Bank line of credit $ 200,000 $ 250,000
Credit facility, related party 8,750 28,750
Convertible notes payable 195,821 241,305
Notes payable, other - 100,993
Deferred revenue 389,902 159,032
Accounts payable 162,550 322,280
Accrued payroll and taxes 131,252 226,059
Accrued interest 72,714 76,493
---------- ----------
Total current liabilities 1,160,989 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 9 -
Common stock 45 45
Additional paid-in capital 5,855,455 5,005,464
Accumulated deficit (6,614,823) (6,312,580)
---------- ----------
Net Shareholders' Equity (Deficit) ( 759,300) (1,307,057)
---------- ----------
$ 542,689 $ 238,855
========== ==========
</TABLE>
<PAGE> 5
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
---- ----
<S> <C> <C>
Revenue $ 19,130 $ 18,380
-------- --------
Costs and expenses:
Research and development 36,300 -
31,435
Project costs 235,000 -
Other general and administrative 29,158 176,493
-------- --------
300,458 176,493
-------- --------
Net loss from operations (281,328) (158,113)
-------- --------
Other income (expense)
Interest income 264 26
Interest expense ( 21,179) ( 23,506)
-------- --------
( 20,915) ( 23,480)
-------- --------
Net loss before income taxes (302,243) (181,593)
Income taxes - ( 1,600)
-------- --------
Net loss $(302,243) $(183,193)
========= =========
Net loss per common share $ (.07) $ (.05)
========= =========
</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 three months ended March 31, 1996
<TABLE>
<CAPTION>
Common Stock Preferred Stock
------------------------------ ---------------------------- Additional
Number of Number of Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit
------------------------------ ---------------------------- ----------- --------------
<S> <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)
Collection of stock
subscription.............. -- -- -- -- -- --
Conversion of debt
to common stock........... 100,000 1 -- -- 99,999 --
Stock issued for cash...... -- -- 100,000 1 99,999 --
Conversion of preferred
stock to common........... 354,571 4 (4,964,000) (50) 46 --
Net Loss - 1995............ -- -- -- -- -- ( 456,633)
--------- --- ---------- --- ---------- -----------
Balance.................... 4,491,440 $45 1,436,000 $14 $5,005,464 $(6,312,580)
Stock issued for cash...... -- -- 850,000 9 849,994 --
Net income (loss).......... -- -- -- -- -- ( 302,243)
--------- --- ---------- --- ---------- -----------
Balance.................... 4,491,440 $45 2,286,000 $23 $5,855,458 $(6,614,823)
========= === ========== === ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Stock Total
Subscription Shareholders'
Receivable Equity (Deficit)
------------- ----------------
<S> <C> <C>
Balance at December
31, 1995.................. (225,000) (1,275,424)
Collection of stock
subscription.............. 225,000 225,000
Conversion of debt
to common stock........... -- 100,000
Stock issued for cash...... -- 100,000
Conversion of preferred
stock to common........... -- --
Net Loss - 1995............ -- ( 456,633)
--------- -----------
Balance.................... $ -- $(1,307,057)
Stock issued for cash...... -- 850,000
Net income (loss).......... -- ( 302,243)
--------- -----------
Balance.................... -- $( 759,300)
========= ===========
</TABLE>
<PAGE> 7
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $( 302,243) $( 183,193)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 11,583 9,289
Amortization of deferred revenue ( 19,130) ( 17,380)
Increase in receivables ( 200,000) -
Increase in prepaid expenses ( 22,039) -
Increase in deferred costs ( 42,282) ( 62,102)
Decrease in accounts payable ( 159,730) ( 25,611)
Increase (decrease) in accrued payroll and taxes ( 94,807) 5,330
Decrease in accrued interest ( 3,779) ( 669)
Collection of license fees 250,000 -
--------- ---------
Net cash used in operating activities ( 582,427) ( 274,336)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment ( 6,841) ( 2,279)
Patent acquisition ( 5,163) ( 1,894)
--------- ---------
Net cash used in investing activities ( 12,004) ( 4,173)
--------- ---------
</TABLE>
<PAGE> 8
INSTANT VIDEO TECHNOLOGIES, INC. AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
---- ----
<S> <C> <C>
Cash flows from financing activities:
Collection of stock subscription - 225,000
Proceeds from sales of preferred stock 850,000 100,000
Repayment of debt (216,477) ( 89,265)
-------- --------
Net cash provided by financing activities 633,523 235,735
-------- --------
Decrease in cash and cash equivalents 39,092 ( 42,774)
Cash and cash equivalents, beginning 4,346 47,160
-------- --------
Cash and cash equivalents, ending $ 43,438 $ 4,386
======== ========
</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
March 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") has developed and owns a
comprehensive patent portfolio covering the faster-than-real-time transmission
of audio and video programming. In addition to these patents, the Company has
initiated a line of software called Burstware(TM), which incorporates the
concepts embodied in these patents. The Company intends to continue to 1) pursue
an aggressive licensing agenda focused on its patents and software and 2) pursue
a Burstware(TM) development program, with the long-term goal of establishing the
Company's intellectual properties and Burstware(TM) as the global industry
standard for faster-than-real-time transmission of audio and video programming.
Burstware(TM) is software that enables the faster-than-real-time transmission of
compressed digital video content material over commercial networks.
Burstware(TM) takes the form of a layer of software that works between the
network itself and applications that utilize video. This layer of software
results in managing the network in a manner that enables bandwidth to be
utilized more effectively. The costs involved in developing Burstware(TM) were
applied to general and administrative, and research and development expenses.
The Company plans to satisfy its cash requirements through revenue
generated as a result of its licensing activities and through the issuance of a
newly established Series F Convertible Preferred Stock. The Company has
significantly increased its capital resources in the amount of $850,000 through
the private sale of investment units at the price of $1.00 per unit (with each
unit consisting 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.
The Company continues to develop new Burstware(TM) products and
applications. Two new technologies that have been identified and are in the
process of development are Burstware Sockets(TM), which is expected to bring the
Company's faster-than-real-time technology to the Internet; and Burstware
NFS(TM), which is designed to support the playback of multimedia files with
greater reliability and fewer network fluctuations than regular network file
systems presently offer.
In January 1996, the company expanded its human resources in order to
best manage its increased sales and marketing activities. Therese A. Stacy has
been promoted to Vice President of Business Development and is responsible for
directing the sales and marketing activities of the Company as well as
initiating and managing new client relationships. The Company has also provided
for additional technology personnel in order to expand its research and
development activities.
Results of Operations
During the three month period ending March 31, 1996, the Company
received revenue, in the form of license fees, in the amount of $50,000 which
was deferred to future quarters, and realized deferred revenue from prior
quarters in the amount of $19,130. The deferred revenue will be realized during
the quarter when the corresponding deliverable of the licensed product is made.
During the three month period ending March 31, 1995 the Company realized revenue
in the amount of $18,380. The revenue recognized in 1995 was from deferred
revenue realized on an accrual basis from licensing agreements in 1994.
Costs and expenses during the three month period ending March 31, 1996,
totaled $300,458, as compared to $176,493 during the three month period ending
March 31, 1995. The increase in expenses was a result of expanding the Company's
research and development, and marketing of Burstware(TM) products and
applications.
<PAGE> 11
The Company realized a net loss in the amount of ($302,243) during the
three month period ending March 31, 1996, as compared to a net loss of
($183,193) during the three month period ending March 31, 1995. The increased
net loss was primarily due to the increase in costs and expenses described
above.
Liquidity and Capital Resources
As of March 31, 1996, the Company had a working capital deficit of
($870,351), 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 utilized for operations during the three month period ending March
31, 1996 totaled $582,427, as compared to cash utilized for operations for the
three month period ending March 31, 1995 in the amount of $274,336. The increase
was primarily a result of an increase in costs related to the development,
marketing and administrative cost of Burstware(TM).
Cash flow provided by financing activities during the three month
period ending March 31, 1996, totaled $633,523, as compared to $235,735 provided
by financing activities during the three month period ending March 31, 1995. The
increase was primarily due to the collection of proceeds from the sale of Series
F Stock and warrants to purchase Common Stock.
Based on these activities, the Company believes that it will have
sufficient cash available for operations planned for the next twelve to eighteen
months.
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 March 31, 1996, the Company raised $850,000
from a private placement (pursuant to Section 4(2) of the Securities Act of
1933, as amended and Regulation D promulgated thereunder) of 850,000 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.
In February 1996, the holders of a majority of the outstanding
shares of the Company's Common Stock approved a Voting and Right of First
Refusal Agreement, giving the investors in Series F Stock certain voting rights
and the right of first refusal on future financings of the Company for a
determined period of time.
Item 5. Other Information.
None
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
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 --
Bylaws Nos. 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
filed August 19, 1992 Registration Statement (No. 33-69914)
3.4 Statement Establishing Series Incorporated by reference to Exhibit No. --
D Preferred Stock 3.4 to Registrant's Form SB-2
Registration Statement (No. 33-69914)
3.5 Statement Establishing Series Incorporated by reference to Exhibit No. --
E Preferred Stock 3.5 to Registrants Form 10-KSB for year
ended December 31, 1994
3.6 Statement Establishing Series Incorporated by reference to Exhibit No. --
F Preferred Stock 3.6 to Registrants Form 10-KSB for year
ended December 31, 1995
10.1 Amended Plan of Agreement Incorporated by reference to Exhibit No. --
and Reorganization Among 10 to Registrant's Current Report on
Catalina Capital Corp., Form 8-K dated August 17, 1992.
Explore Technology, Inc. and
certain officers, directors and
shareholders of Catalina
Capital Corp. and Explore
Technology, Inc.
10.2 Employment Agreement with Incorporated by reference to Exhibit No. --
Wayne Van Dyck 10.2 to Registrant's Report on Form 10-
KSB for the
period ended
December 31,
1992.
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
10.3 Employment Agreement with Incorporated by reference to Exhibit No. --
Richard Lang 10.3 to Registrant's Report on Form 10-
KSB for the period ended December 31,
1992.
10.4 Repurchase Option Agreement Incorporated by reference to Exhibit No. --
with Richard Lang 10.4 to Registrant's Report on Form 10-
KSB for the period ended December 31,
1992.
10.5 Repurchase Option Agreement Incorporated by reference to Exhibit No. --
with Lisa Walters 10.5 to Registrant's Report on Form 10-
KSB for the period ended December 31,
1992.
10.6 Repurchase Option Agreement Incorporated by reference to Exhibit No. --
with Peter Spiess 10.6 to Registrant's Report on Form 10-
KSB for the period ended December 31,
1992.
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 Incorporated by reference to Exhibit --
Incentive Plan 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 Incorporated by reference to Exhibit --
Wayne Van Dyck and 10.10 to Registrant's Report on Form 10-
Promissory Note to Wayne KSB for the year ended December 31,
Van Dyck, as amended 1993
10.11 Master License Agreement Incorporated by reference to Exhibit --
with Burst Communications 10.11 to Registrant's Report on Form 10-
Pty Ltd. KSB for the year ended December 31,
1993
10.12 License Agreement with VI- Incorporated by reference to Exhibit --
FACTS, Inc. 10.12 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1993
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
10.13 Consulting Agreement with Incorporated by reference to Exhibit --
Gary R. Familian 10.13 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1993
10.14 Memorandum of Incorporated by reference to Exhibit --
Understanding with 525 Post 10.14 to Registrant's Report on Form 10-
Production Company KSB for the year ended December 31,
1993
10.15 Third Amendment to Lease Incorporated by reference to Exhibit --
for 500 Sansome Street 10.15 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 --
Finance Limited 10.16 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 --
Finance Limited 10.17 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 --
Agreement with Burst 10.18 to Registrant's Report on Form 10-
Communications Pty Ltd. KSB for the year ended December 31,
1994
10.19 Amendment No. 1 to Credit Incorporated by reference to Exhibit --
Facility with Draysec Finance 10.19 to Registrant's Report on Form 10-
Limited KSB for the year ended December 31,
1994
10.20 Second Promissory Note to Incorporated by reference to Exhibit --
Draysec Finance Limited 10.20 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1994
10.21 Fourth Amendment to Lease Incorporated by reference to Exhibit --
for 500 Sansome Street 10.21 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
10.22 Employment Agreement with Incorporated by reference to Exhibit --
Gary R. Familian 10.22 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C> <C>
10.23 Employment Agreement with Incorporated by reference to Exhibit --
Richard A. Lang 10.23 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
10.24 Employment Agreement with Incorporated by reference to Exhibit --
Therese A. Webb Stacy 10.24 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
10.25 Consulting Agreement with Incorporated by reference to Exhibit --
Lisa Walters 10.25 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
10.26 Letter Agreement with The Incorporated by reference to Exhibit --
Mill (Facility) Limited 10.26 to Registrant's Report on Form 10-
KSB for the year ended December 31,
1995
10.27 Memorandum of Incorporated by reference to Exhibit --
Understanding with Vyvx, Inc. 10.27 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 --
pertaining to Series F 10.28 to Registrant's Report on Form 10-
Convertible Preferred Stock KSB for the year ended December 31,
1995
10.29 Fifth Amendment to Lease for Attached 16
500 Sansome Street
11.1 Earnings Per Share calculation for Attached
December 31, 1995 and 1994
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. A report on Form 8-K was filed on January 31,
1996.
<PAGE> 17
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 and Chief
Executive Officer, and Treasurer
<PAGE> 1
Exhibit 10.29
FIFTH AMENDMENT TO LEASE
This Fifth Amendment to Lease (this "Fifth Amendment") is entered into
as of the 13th day of February, 1996 by and between 500 Sansome Street
Company, a limited partnership ("Landlord") and Instant Video Technologies,
Inc., a Delaware corporation ("Tenant"), based upon the following facts,
understandings and agreements:
A. Landlord and Tenant entered into a written lease (the "Lease")
dated February 15, 1993, whereby Landlord leased to Tenant and Tenant hired
from Landlord, certain premises on the fifth floor designated as suite 503
containing an aggregate of approximately 2,328 rentable square feet, of that
certain eight-story building known as 500 Sansome Street, San Francisco,
California (the "Leased Premises"). Landlord and Tenant entered into a First
Amendment to Lease (the "First Amendment") dated February 9, 1994, whereby
Tenant extended the Lease by an additional six (6) months terminating August
15, 1994, a Second Amendment to Lease (the "Second Amendment") dated June 9,
1994, whereby Tenant extended the Lease by an additional (6) months terminating
February 15, 1995, a Third Amendment to Lease (the "Third Amendment") dated
January 13, 1995, whereby Tenant extended the Lease by an additional six (6)
months terminating August 15, 1995, and a Fourth
-1-
<PAGE> 2
Amendment to Lease (the "Fourth Amendment") dated June 12, 1995, whereby Tenant
extended the Lease by an additional six (6) months terminating February 15,
1996.
B. Landlord and Tenant now desire to further amend the Lease as
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
1. Definitions. All defined terms not otherwise defined herein
shall have the same meaning as in the Lease.
2. Amendment of Section 2. The first sentence of Section 2
is hereby deleted and replaced with the following sentence:
Term. The term of this lease shall be extended for an
additional six (6) months commencing February 16, 1996, and terminating August
15, 1996.
3. Conflict. In the event of any conflict between the
provisions of the Lease, the First Amendment to Lease, the Second Amendment to
Lease, the Third Amendment to Lease, the Fourth Amendment to Lease, or this
Fifth Amendment to Lease, the provisions of the Fifth Amendment to Lease shall
govern.
4. Ratification. The Lease as modified by this Fifth Amendment
to Lease is ratified in all respects.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
Lease as of the date first hereinabove written.
LANDLORD: 500 SANSOME STREET COMPANY,
a limited partnership
By: L&B INSTITUTIONAL PROPERTY
MANAGERS OF CALIFORNIA, INC.,
its managing agent
By: /s/ PAUL C. CHAPMAN
-----------------------------
Paul C. Chapman
Authorized Signatory
TENANT: INSTANT VIDEO TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ GARY R. FAMILIAN
-----------------------------
Name: Gary R. Familian
Its: President / CEO
-3-
<PAGE> 1
EXHIBIT 11.1
Instant Video Technologies, Inc.
Earnings Per Share
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Shares outstanding at beginning of year ....... 3,992,716 4,036,869
Average common shares outstanding:
from the following transactions
Cancellation of notes to former president ... (253,546) --
Conversion of debt .......................... 93,318 75,342
Shares issued for cash ...................... 16,028 --
Stock issued for financing .................. 7,639 --
Conversion of Series D preferred ............ -- 26,557
---------- ---------
3,856,155 4,138,768
---------- ---------
Net Loss ...................................... $1,159,636 456,633
---------- ---------
Net loss per share ........................... $ (0.30) (0.11)
========== =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 43,438
<SECURITIES> 0
<RECEIVABLES> 200,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 290,638
<PP&E> 79,742
<DEPRECIATION> 25,930
<TOTAL-ASSETS> 542,689
<CURRENT-LIABILITIES> 1,160,989
<BONDS> 0
0
23
<COMMON> 45
<OTHER-SE> 5,855,455
<TOTAL-LIABILITY-AND-EQUITY> 542,689
<SALES> 0
<TOTAL-REVENUES> 19,130
<CGS> 0
<TOTAL-COSTS> 235,000
<OTHER-EXPENSES> 65,458
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,179
<INCOME-PRETAX> (302,243)
<INCOME-TAX> 0
<INCOME-CONTINUING> (302,243)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (302,243)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
