CREATIVE PROGRAMMING & TECHNOLOGY VENTURES INC
10QSB, 1996-07-15
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(Mark One)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended     May 31, 1996
                                                    -------------
                                       OR
    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from          to
                                               --------    ---------

                         Commission file number 0-19817

               Creative Programming and Technology Ventures, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Colorado                                 84-1236669
  ------------------------------                 ----------------------
 (State or other jurisdiction of                (I.R.S. Employer I.D. #)
  incorporation or organization)

                                 (303) 694-5324
              (Registrant's telephone number, including area code)

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 Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report(s), and  (2)  has been  subject  to such  filing
requirements for the past 90 days. 
YES [X]   NO  [ ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS.

Indicate by check mark whether the  registrant  filed all  documents and reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange  Act after the
distribution  of  securities  under a plan  confirmed  by court.
YES [X]   NO  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date:  3,210,079 common shares as of
July 11, 1996.




<PAGE>


Index

===============================================================================



Part I.  Part 1, Item 1:  Financial Statements


Consolidated Balance Sheet As Of May 31, 1996 (Unaudited)..................... 3


Consolidated Statements Of Operations For Three
Months Ended May 31, 1996 And 1995 (Unaudited)................................ 5


Consolidated Statements Of Operations For Nine
Months Ended May 31, 1996 And 1995 (Unaudited)................................ 6


Consolidated Statements Of Shareholders' Equity
For Nine Months Ended May 31, 1996 (Unaudited)................................ 7


Consolidated Statements Of Cash Flows For Nine
Months Ended May 31, 1996 And 1995 (Unaudited)................................ 8


Notes To Consolidated Financial Statements (Unaudited)....................... 10


Part 1, Item 2:  Management's Discussion And Analysis........................ 11


Part II.  Other Information


         Items 1 Through 6................................................... 15




<PAGE>

<TABLE>
<CAPTION>



                     Consolidated Balance Sheet (Unaudited)

                                  May 31, 1996

                                     Assets
<S>                                                              <C>        

  Current assets:
     Cash and cash equivalents ................................  $   502,116
     Accounts receivable ......................................       25,520
     Prepaid expenses .........................................       76,543
     Note receivable under sale of
       discontinued operations .................................      79,320
                                                                   ---------
         Total current assets ..................................     683,499
                                                                   ---------

  Property and equipment, net ..................................     867,202
                                                                   ---------


  Other assets:
     Certificate of deposit ....................................     281,000
     Investment ................................................      35,000
     Project costs .............................................   1,752,345
     Note receivable under sale of
       discontinued operations, net
       of current portion ......................................      50,837
     Organization costs and other ..............................     106,238
                                                                   ---------
         Total other assets ....................................   3,092,622
                                                                   ---------

         Total assets .......................................... $ 3,776,121
                                                                   =========











                                   (continued)
                                        3




<PAGE>

<CAPTION>



               Consolidated Balance Sheet (Unaudited) (Continued)

                                  May 31, 1996

                      Liabilities And Shareholders' Equity

<S>                                                              <C>        

Current liabilities:
     Current portion of long-term debt:
       Financial institution ..................................  $   119,410
       Obligations under capital leases .......................       19,905
     Accounts payable, trade ..................................      174,340
     Accrued expenses and other ...............................       84,193
                                                                   ---------
         Total current liabilities .............................     397,848
                                                                   ---------

     Notes payable financial institution,
       net of current portion ..................................     127,901

     Obligations under capital leases,
       net of current portion ..................................       5,495
                                                                   ---------
          Total long-term liabilities ..........................     133,396
                                                                   ---------

  Shareholders' equity:
     Preferred stock, par value $0.01; authorized 10,000,000
       shares, issued and outstanding 1,000,000 (aggregate
       liquidation preference $10,000) .........................      10,000
     Common stock, par value $0.01; authorized 50,000,000
       shares, issued 3,321,200 shares .........................      33,212
     Capital in excess of par ..................................   8,284,337
     Deficit ...................................................  (5,020,161)
     Less 111,121 shares common stock in treasury, at cost .....     (62,511)
                                                                   ---------
         Total shareholders' equity ............................   3,244,877
                                                                   ---------

         Total liabilities and shareholders' equity ...........  $ 3,776,121
                                                                   =========

</TABLE>











                 See notes to consolidated financial statements.
                                        4




<PAGE>
<TABLE>
<CAPTION>



                Consolidated Statements Of Operations (Unaudited)

                   Three Months Ended May 31, 1996 and May 31

                                                1996           1995
                                             ----------     ----------

<S>                                         <C>            <C>

 Revenues ................................. $              $   172,259
 Cost of sales ............................     572,477        348,754
                                             ----------     ----------

 Gross profit (loss) ......................    (572,477)      (176,495)

 Selling, general and administrative
   expenses ...............................     650,558        478,538

Impairment loss ...........................      73,732
                                             ----------     ----------

Loss from operations ......................  (1,296,767)      (655,033)

 Other credits (charges):
   Investment income ......................      17,621         82,015
   Interest expense .......................      (5,314)        (5,589)
                                             ----------     ----------
Loss from continuing operations-- before
   income taxes ...........................  (1,284,460)      (578,607)
 Income tax benefit .......................                     57,890
                                             ----------     ----------

Loss from continuing operations ...........  (1,284,460)      (520,717)


Discontinued operations:
  Income from operations of divested
  subsidiary net of income tax expense
  of $19,000 in 1995 ......................                     22,240

  Gain on disposal of divested subsidiary
  net of income tax expense $29,820 .......                     76,020
                                             ----------     ----------

Net loss .................................. $(1,284,460)   $  (422,457)
                                             ==========     ==========

Income (loss) per common share:
  Loss from continuing operations ......... $     (0.40)   $     (0.15)
  Income from discontinued operations .....                       0.01
  Gain on disposal of divested subsidiary..                       0.02
                                             ----------     ----------

Net loss .................................. $     (0.40)   $     (0.12)
                                             ==========     ==========



Weighted average number of common shares...   3,210,079      3,408,424

</TABLE>




                 See notes to consolidated financial statements.
                                        5




<PAGE>

<TABLE>
<CAPTION>



                Consolidated Statements Of Operations (Unaudited)

                    Nine Months Ended May 31, 1996 and May 31

                                                1996           1995
                                             ----------     ----------

<S>                                         <C>            <C>

 Revenues ................................. $    80,560    $   537,505
 Cost of sales ............................     893,628        675,708
                                             ----------     ----------

 Gross profit (loss) ......................    (813,068)      (138,203)

 Selling, general and administrative
   expenses ...............................   1,939,475      1,117,115

Impairment loss ...........................      73,732
                                             ----------     ----------

Loss from operations ......................  (2,826,275)    (1,255,318)

 Other credits (charges):
   Investment income ......................     101,489        196,940
   Interest expense .......................     (18,033)        (2,035)
                                             ----------     ----------
Loss from continuing operations-- before
   income taxes ...........................  (2,742,819)    (1,060,413)
 Income tax benefit .......................                     63,625
 Minority interests in loss of
   consolidated subsidiaries ..............                     26,720
                                             ----------     ----------

Loss from continuing operations ...........  (2,742,819)      (970,068)


Discontinued operations:
  Income from operations of divested
  subsidiary net of income tax expense
  of $95,100 in 1995 ......................                    294,760

  Gain on disposal of divested subsidiary..                     76,020
                                             ----------     ----------

Net loss .................................. $(2,742,819)   $  (599,288)
                                             ==========     ==========

Income (loss) per common share:
  Loss from continuing operations ......... $     (0.83)   $     (0.29)
  Income from discontinued operations .....                       0.09
  Gain on disposal of divested subsidiary..                       0.02
                                             ----------     ----------

Net loss .................................. $     (0.83)   $     (0.18)
                                             ==========     ==========



Weighted average number of common shares...   3,307,896      3,380,499

</TABLE>



                 See notes to consolidated financial statements.


                                        6


<PAGE>

<TABLE>
<CAPTION>


                                             Consolidated Statement Of Shareholders' Equity (Unaudited)


                                                           Nine Months Ended May 31, 1996


                                 Preferred stock        Common stock     Capital in                  Treasury Stock
                                -------------------  ------------------    excess                   ----------------
                                Shares     Amount     Shares     Amount    of par       Deficit     Shares    Amount    Total
                                ------     ------     ------     ------ -------------   -------     ------    ------   ------

<S>                            <C>        <C>       <C>        <C>       <C>            <C>         <C>       <C>       <C>

Balances as of
  September 1, 1995 .......... 1,000,000  $ 10,000   3,425,000 $ 34,250  $ 8,355,641 $(2,277,342)            $        $ 6,122,549

Purchase of
  treasury stock (Note 2) ....                                                                      111,121   (62,511)    (62,511)

Repurchase and retirement
  of common stock (Note 3) ...                        (103,800)  (1,038)     (71,304)                                     (72,342)

Net loss .....................                                                        (2,742,819)                      (2,742,819)
                               ---------   --------- ---------  -------   ----------  ----------    --------  -------  ----------

                               1,000,000   $  10,000 3,321,200 $ 33,212  $ 8,284,337 $(5,020,161)   111,121  $(62,511)$ 3,244,877
                               =========   ========= =========  =======   ==========  ==========    ========  =======  ==========
</TABLE>





                 See notes to consolidated financial statements.

                                        7


<PAGE>

<TABLE>
<CAPTION>
                Consolidated Statements Of Cash Flows (Unaudited)

                     Nine Months Ended May 31, 1996 and 1995

                                                       1996            1995
                                                    -----------    ------------
<S>                                                 <C>            <C>         

Cash flows from operating activities:

Net Loss ........................................   $(2,742,819)   $  (599,288)
                                                    -----------    -----------

Adjustments to reconcile net loss to
net cash used in operating activities:
    Depreciation and amortization ...............       260,586        149,981
    Loss on investments .........................        36,065 
    Minority interest in loss of consolidated
      subsidiaries ..............................                      (26,720)
    Impairment losses ...........................       705,902         46,000
    Gain on sale of discontinued operations .....                      (76,020)
   (Increase) decrease in assets:
      Accounts receivable .......................        29,944        227,333
      Work-in-progress ..........................        24,440         42,372
      Prepaid expenses ..........................       (40,010)       (38,330)
      Other current assets ......................                       (3,910)
      Other assets ..............................         4,232        (79,777)
   Increase (decrease) in liabilities:
      Accounts payable ..........................      (152,183)       110,414
      Other current liabilities .................       (30,117)        21,784
      Noncash charges and working capital changes
        -- discontinued operations ..............                     (126,815)
                                                    -----------    -----------
      Total adjustments .........................       838,859        246,312
                                                    -----------    -----------
Net cash used in operating activities ...........    (1,903,960)      (352,976)
                                                    -----------    -----------
Cash flows from investing activities:
  Capital expenditures ..........................      (230,439)      (120,887)
  Cost incurred to acquire minority interest
    in Alexandria, Inc. .........................                       (7,354)
  Purchase of treasury bills ....................                   (1,504,511)
  Proceeds from maturity of treasury bills ......       900,000      2,158,163
  Proceeds from sales of treasury bills .........     1,449,560
  Purchase of certificate of deposit ............                     (412,000)
  Proceeds from maturity of certificates of
    deposit .....................................       131,000
  Payment received on note receivable ...........        53,575        185,000
  Project costs .................................      (925,951)    (1,474,283)
  Cash used for discontinued operations .........                       (6,761)
                                                    -----------    -----------
      Net cash provided by (used in)
         investing activities ...................     1,377,745     (1,182,633)
                                                    -----------    -----------



                                  (continued)
                                       8
<PAGE>

<CAPTION>
          Consolidated Statements Of Cash Flows (Unaudited) (Continued)

                     Nine Months Ended May 31, 1996 and 1995

                                                       1996            1995
                                                    -----------    ------------
<S>                                                 <C>            <C>         


Cash flows from financing activities:
  Principal payments of capital lease
    obligations .................................       (28,692)       (26,680)
  Proceeds from issuance of common stock in
    KG Squared and OffWorld .....................                        1,204
  Proceeds from issuance of note payable ........                       50,000
  Payment of notes payable ......................      (110,416)       (32,626)
  Purchase of treasury stock ....................       (62,511)
  Purchase and retirement of common stock .......       (72,342)
  Cash used for discontinued operations .........                     (185,000)
                                                    -----------    -----------

Net cash used for financing activities ..........      (273,961)      (193,102)
                                                    -----------    -----------

Net decrease in cash and cash equivalents .......      (800,176)    (1,728,711)

Cash and cash equivalents, beginning ............     1,302,292      2,835,220
                                                    -----------    -----------
Cash and cash equivalents, ending ...............   $   502,116    $ 1,106,509
                                                    ===========    ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest ........................   $    18,033    $     2,035
                                                    ===========    ===========
</TABLE>


Supplemental  schedule of non-cash investing and financing activities:

A receivable in the amount of $1,000 was recorded in September, 1994, for common
stock subscribed in the formation of KG Squared.

In November  1994,  the Company  acquired the minority  interests of Alexandria,
Inc. by issuing 100,000 shares of restricted common stock with a market value of
approximately $2.00 per share.

In December 1995, the Company  acquired  $32,322 in fixed assets through capital
lease obligations.

Notes  payable  in the  amount  $412,000  were  incurred  in March  1995 for the
acquisition of equipment.



                See notes to consolidated financial statements.


                                        9





<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


                     NINE MONTHS ENDED MAY 31, 1996 AND 1995

1.       The interim financial statements:
         --------------------------------

         These  interim  financial  statements  have been  prepared  by Creative
         Programming and Technology Ventures,  Inc. ("CPTV," the "Company") and,
         in the opinion of management,  reflect all material  adjustments  which
         are  necessary to a fair  statement  of results for the interim  period
         presented.  Certain  information and footnote  disclosures  made in the
         Company's  Form 10KSB have been  condensed  or omitted  for the interim
         statements. Certain costs are estimated for the full year and allocated
         to  interim  periods  based on  activity  associated  with the  interim
         period. Accordingly,  such costs are subject to year-end adjustment. It
         is the Company's opinion that, when the interim  statements are read in
         conjunction with the Company's financial  statements for the year ended
         August 31, 1995 included in Form 10KSB, the disclosures are adequate to
         make the  information  presented a fair  presentation  of the Company's
         financial  condition.  The  results of operations  for  the nine months
         ended May 31, 1996 are not necessarily  indicative of the results to be
         expected for the full year.


2.       Purchase of treasury stock:
         --------------------------

         On  November  30,  1995,  CPTV   repurchased  111,121  shares   of  its
         restricted  common  stock  for  $62,511  from  certain  members  of the
         management of Alexandria Studios, Inc. ("Alexandria")  under  the terms
         of a written agreement executed  in  connection  with  the end of their
         employment  relationships  with  Alexandria.  These  shares  have  been
         recorded as treasury stock and are carried at cost.

3.       Repurchase and retirement of common stock:
         -----------------------------------------

         On  December  19,  1995,  the  Board of  Directors  of CPTV  adopted  a
         resolution  to implement a share  repurchase  program.  Under the share
         repurchase  program the Company may repurchase shares of its restricted
         common  stock  in  the  open  market.  These  shares  are  subsequently
         canceled.  As of February 29, 1996, CPTV had repurchased 103,800 shares
         of its restricted common stock for $72,342.

4.       Impairment losses:
         -----------------

         The  management of CPTV periodically assesses whether there has been an
         impairment  in  the  carrying  value of  project  costs,  property  and
         equipment and  intangible  assets,  primarily by comparing  current and
         projected  sales,  operating  income,  and  annual  cash  flows  on  an
         undiscounted  basis,  with the  assets  carrying  value.   Based on its
         review,  management recognized impairment  losses totaling $705,902 for
         the nine months ended May 31, 1996.  Of this amount $73,732  related to
         goodwill and the  remaining  $632,170  represented  project costs.  The
         impairment  losses  for project  costs have been  recognized in cost of
         goods sold  and  selling,  general and  administrative  expenses in the
         amounts of $570,477 and $61,693, respectively.

5.       Subsequent Events
         -----------------

         On June 28, 1996 the Company accepted the potential for an extension of
         credit  from  its  majority  shareholders.   These  funds  may be  made
         available  in  increment  of  $250,000,  up  to a potential  maximum of
         $500,000.  It is the Company's intention to  make these funds available
         to OddWorld for working  capital  purposes  in order to further develop
         OddWorld's  SoulStorm  project,  until  such  time  that a third  party
         publishing  transaction  can be consummated  to  market,  distribute or
         acquire the OddWorld project  or interest.  Currently, OddWorld has not
         accepted  the final  terms  and  conditions  under which the Company is
         willing to loan the aforesaid funds.

                                       10





<PAGE>



                                 PART I, ITEM 2:
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview
- --------

Creative Programming and Technology Ventures, Inc. ("CPTV" or the "Company") has
been  participating  in providing  services  and  products to the  entertainment
industry since August 1993. In this Discussion and Analysis, the Company updates
the detailed financial information about its interactive  entertainment software
industry participation and financial results.


Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------

The Company's  primary source of liquidity and working  capital derives from the
Initial Public Offering  completed in November 1993, which provided net proceeds
to CPTV of approximately  $7,700,000.  Since then, the Company has used proceeds
to provide substantial working capital and project development financing both in
the form of debt and  preferred  and common stock equity  financing  for several
interactive  game related  business  ventures,  including the development of its
OddWorld subsidiary's SoulStorm title. SoulStorm is an advanced 32-bit game with
pre-rendered 3D graphics which is initially targeted at the Sony PSX 32-bit game
console platform. The Company also wholly acquired and operated Alexandria, Inc.
("Alexandria")  for  approximately  two years but, it has  substantially  ceased
operations  and  contract  work  at  Alexandria  due  to  the  difficult  market
conditions  currently  inherent  in  the  developer  for  hire  position  of the
interactive  game business.  In addition,  the Company has used a portion of its
net proceeds to finance its administrative and legal obligations at CPTV.

Since the  completion  of the  public  offering,  the  Company's  total  working
capital, or unencumbered cash and cash equivalents less current liabilities, has
decreased to approximately $286,000, as of May 31, 1996, both as a result of the
Company's use of its cash for operations and its capital investments.


CPTV Consolidated
- -----------------

Through May 31, 1996, CPTV has advanced approximately $2.961 million to OddWorld
of which approximately  $709,000 is debt which represents a large portion of two
Promissory  Notes  secured  by a priority  pledge of OddWorld's  future  revenue
stream from its SoulStorm  title.  The majority of the  aforesaid  debt has been
advanced  to cover  project  cost  overages  that  OddWorld  has  incurred  (see
OddWorld)  on  its  SoulStorm  game  publishing  and  development  effort.  CPTV
anticipates that  further advances will be made for  the development of its next



                                       11
<PAGE>


generation video game until product release, which has substantially slipped and
is now  tentatively  estimated  for the first  quarter of 1997.  The  Company is
considering  various  proposals  from  interested  third parties for funding the
remaining estimated cost of its game and its related  distribution and marketing
costs, in excess of CPTV's  commitment.  These options include  internal debt or
equity financing from or through CPTV, external financing from third-parties, or
monetary  advances from  publishers and  distributors to be recouped from future
revenues  from  the  SoulStorm  project.  CPTV's  founding  principals  are also
prepared and have  committed to make a $500,000 loan available to the company in
the  form of a  convertible  note  since  OddWorld  principal  shareholders  and
founders  have been unable to secure  independent  third party  financing.  (See
OddWorld)

Sales,  general and  administrative  expenses  ("SG&A") on a consolidated  basis
increased  to  $1,939,475  for the nine months ended May 31, 1996 as compared to
$1,117,115  for the nine months ended May 31, 1995.  SG&A expenses for the three
months  ended May 31, 1996 were  $650,558 as compared to $478,533  for the three
months ended May 31, 1995.

As  a  consequence  of  these  operating  outcomes,  CPTV  recorded  a  loss  of
$1,284,460, or $0.40 per share for the three months ended May 31, 1996, compared
to a loss of  $422,457  or $0.12 per share  for the three  months  ended May 31,
1995.  For the nine months  ended May 31,  1996 the  Company  recorded a loss of
$2,742,819 or $0.83 per share,  as compared with a loss of $599,288 or $0.18 per
share for the same period in the prior year. This large disparity in comparative
operating results stems from the fact that the Company is funding money to build
the SoulStorm  title and has  substantially  curtailed all revenue  derived from
providing  service  work for the nine  months  ended  May 31,  1996.  The  broad
majority of the aforesaid loss  represents  components of CPTV's cost associated
with carrying the escalating cost on the SoulStorm  project as well as increased
legal and administrative costs.

As was discussed in recent filings,  in light of the Company's  historical stage
of development on its current projects,  CPTV continues to adhere to its plan as
follows:

- -    Continued  investing in the SoulStorm  production with OddWorld,  which now
     represents the Company's primary business prospect.

- -    Completion of its negotiations with third party investors, in an attempt to
     secure  additional  financing for the world wide distribution and marketing
     for OddWorld's SoulStorm title.

- -    Protection of its rights and interest in SoulStorm and OddWorld in light of
     OddWorld's   non-compliance   with  its   Agreement   with   CPTV  and  its
     subsidiaries.


Alexandria Studios, Inc.
- ------------------------

For the nine months ended May 31, 1996, Alexandria's revenues were substantially
unchanged  from the  previous  quarter as they have now  curtailed  all  outside
contract  services.  This is compared to the nine  months  ending May 31,  1995.
Alexandria's  stand-alone  gross  operating loss (revenue less direct costs) for
the nine months ended May 31, 1996 was $796,450 as compared to a gross operating
loss of $244,963  for the same period last year.  For the three months ended May
31, 1996 revenues were  substantially  non-existent  as compared to $172,259 for
the same period last year. For the three months ended May 31, 1996, Alexandria's
gross  operating  loss was  $555,859 as compared  to a gross  operating  loss of
$176,495 for the same period last year.

As  previously   disclosed  in  the  Company's   last  two  Quarterly   reports,
Alexandria's  operations  have been  brought  to a minimal status as to work and

                                       12

<PAGE>




employees.  Alexandria  subcontracted the remaining  contract work to be done on
the  Interplay  Frankenstein  Contract  to to an  outside  software  development
studio.  Under the terms of this  contract,  the outside  studio has assumed all
liability to finish the Frankenstein game.


Off World Entertainment, Inc. d.b.a. OddWorld Inhabitants
- ---------------------------------------------------------

For the nine months ended May 31, 1996,  OddWorld  continued to operate  without
revenues as it  continues to extend its  resources  into the  production  of its
32-bit game SoulStorm.  OddWorld's  stand alone net operating loss (revenue less
direct  cost) for the nine months ended May 31, 1996 was $550,613 as compared to
a loss of $200,704 for the same period last year. For the three months ended May
31, 1996  operating  losses were  $236,580 as compared to $101,595  for the same
period  last year.  The  increasing  losses  represent  the  expanded  staff and
production   efforts  currently  taking  place  at  OddWorld  as  its  SoulStorm
production  matures.  To date, all of OddWorld's  financing has been provided by
CPTV.

As previously  announced,  CPTV has been evaluating additional financing options
to  cover  anticipated  costs  associated  with  the  completion  of  OddWorld's
SoulStorm  interactive software title and to assist in funding the marketing and
promotional program related to the product's launch.

As of the third quarter ended May 31, 1996,  CPTV had extended  $2,961,278  plus
additional  credits to OddWorld in the form of deferred salary and software tool
licensing  fees.  With the product  release  date now  projected to slip into or
beyond the first quarter of 1997, due to production  problems at OddWorld,  CPTV
has been  informed by OddWorld that it expects the total budget of the SoulStorm
project  to  surpass  $5  million  dollars,  substantially  more  than  previous
estimates.  As a result,  CPTV has taken  several  major  steps in an attempt to
protect its investment in the project.  CPTV has notified OddWorld that it is in
non-compliance  with the  Purchase  Agreement  by and  between  OddWorld  and KG
Squared,  a  wholly-owned  subsidiary of CPTV,  and CPTV has acted on its rights
under said  Agreements by: 1) demanding an immediate  redemption  (repayment) of
all of its  principal  investment  and  creating  a creditor  equity  preference
therein;  and 2) acting  on its  rights to place a  majority  representation  on
OddWorld's board of directors until such time as its Preferred Stock is redeemed
and additional capital  arrangements for the future are secured. In light of the
product  release  slippage,   production   problems  and  associated   budgetary
constraints,  CPTV has also informed  OddWorld that it no longer has  sufficient
funds to unilaterally  continue funding the SoulStorm project and OddWorld's day
to day operations.





                                       13

<PAGE>



Due to the decision by CPTV to lend its support to the  development  program for
SoulStorm above and beyond the initial Preferred Stock Funding Commitment,  CPTV
believes  that its  remaining  cash  resources  will only be adequate to provide
sufficient  funds for its own  operations  for another 60 to 90 days,  unless an
extension of credit or financing from outside sources is obtained.  Furthermore,
until another financing  agreement can be achieved,  CPTV is not able to predict
whether  it will be able to  obtain  sufficient  working  capital  necessary  to
complete  the  development  of  SoulStorm.  Since  OddWorld has not been able to
secure its own third party financing to cover its continuing operation, CPTV has
been  proactive  in securing and  submitting  additional  financing  options for
OddWorld independent of OddWorld's principals and shareholders.

Subsequent Events
- -----------------

On June 28, 1996 CPTV  accepted a partial  extension of credit from Kim Magness,
Gary  Magness  and Gary  Vickers,  affiliates  of CPTV,  which  included a first
installment of $250,000 and a potential  second  installment of another $250,000
for a potential total of $500,000. CPTV's intention is to make these loan monies
plus  potentially  some of its own capital  available in OddWorld for additional
working  capital to further  development on OddWorld's  SoulStorm  project until
such  time that a third  party  publishing  transaction  can be  consummated  to
market, distribute or acquire the OddWorld project or interest.

As of this date,  OddWorld has not accepted the final terms and conditions under
which CPTV is willing to loan the aforesaid  funds.  CPTV believes its financing
proposal is the  only currently  available and viable interim funding source for
OddWorld.  Should  OddWorld  not accept said  financing  and does not present an
acceptable  alternative  third party financing  solution,  then CPTV may further
proceed to act on its rights and  remedies  with  respect to its  investment  in
OddWorld.



                                       14
<PAGE>








                           PART II: OTHER INFORMATION


Items 1 Through 6:  None









                                       15
<PAGE>






                                 Signature Page




Pursuant  to the  requirements  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.


                             Creative Programming and Technology Ventures, Inc.




                             By:        /s/Gary R. Vickers
                                ----------------------------------------
                                Gary R. Vickers, President, CPTV



                                Date:  July 12, 1996


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET AND STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 1996
FOR CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC. AND SUBSIDIARIES
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               MAY-31-1996
<CASH>                                         502,116
<SECURITIES>                                    35,000
<RECEIVABLES>                                   25,520
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               683,499
<PP&E>                                         867,202
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               3,776,121
<CURRENT-LIABILITIES>                          397,848
<BONDS>                                              0
                                0
                                     10,000
<COMMON>                                        33,212
<OTHER-SE>                                   3,201,665
<TOTAL-LIABILITY-AND-EQUITY>                 3,776,121
<SALES>                                         80,560
<TOTAL-REVENUES>                                80,560
<CGS>                                          893,628
<TOTAL-COSTS>                                  893,628
<OTHER-EXPENSES>                             1,939,475
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              18,033
<INCOME-PRETAX>                            (2,742,819)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,742,819)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,742,819)
<EPS-PRIMARY>                                   (0.83)
<EPS-DILUTED>                                        0
        

</TABLE>


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