KIDEO PRODUCTIONS INC
10QSB, 1999-03-17
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  United States
                       Securities and Exchange Commission
                             WASHINGTON, D. C. 20549

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended       January 31, 1999
                               -----------------------------

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-28158

                             KIDEO PRODUCTIONS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

DELAWARE                                                       13-3729350
- --------------------------------------------------------------------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

611 Broadway, Suite 523, New York, New York                            10012
- --------------------------------------------------------------------------------
(Address of principal executive office)                               (Zip Code)

                                  212-505-6605
- --------------------------------------------------------------------------------
                 (Issuer's telephone number including area code)

      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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 
                                                                  Yes |X| No |_|

As of March 17, 1999, 3,775,886 shares of the issuer's common stock were
outstanding.

      Transitional Small Business Disclosure Format (check one):  Yes |_| No |X|

      This report contains 13 pages


                                       1
<PAGE>

                             KIDEO PRODUCTIONS, INC.

                                   FORM 10-QSB

                                      INDEX

PART I   Financial Information:                                             Page
                                                                             No.

         Consolidated Balance Sheet as of January 31, 1999
            and July 31, 1998...........................................      3

         Consolidated Statement of Operations for the three and six 
            months ended January 31, 1999 and 1998......................      4

         Consolidated Statement of Cash Flows for the six months ended
            January 31, 1999 and 1998...................................      5

         Notes to the Consolidated Financial Statements.................      6

         Management's Discussion and Analysis or Plan of Operation......      7

PART II. Other Information..............................................     12

         Signatures.....................................................     12


                                       2
<PAGE>

                             KIDEO PRODUCTIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)
                 (Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                     at January 31,  at July 31,
                                                                         1999          1998*
                                                                      --------------------------
<S>                                                                   <C>            <C>     
ASSETS
Current Assets:
    Cash and cash equivalents (including restricted cash of $75,000
    at January 31, 1999 and July 31, 1998) ........................   $    100       $     82
    Accounts receivable trade .....................................        110             92
    Inventory .....................................................         63             53
    Prepaid expenses ..............................................        135            169
                                                                      --------------------------
      Total current assets ........................................        408            396
Property and equipment, net .......................................        219            220
Capitalized content costs, net ....................................        306            387
Other assets ......................................................         95             68
                                                                      --------------------------
       Total assets ...............................................   $  1,028       $  1,071
                                                                      ==========================
                                                                                     
 LIABILITIES AND SHAREHOLDERS' EQUITY                                                
 Current Liabilities:                                                                
     Accounts payable .............................................   $    762       $    736
     Accrued expenses .............................................        684            348
     Capital leases, current portion ..............................         29             49
     Unearned revenue .............................................      1,040          1,028
     Convertible notes payable ($246,668 net of $124,003 discount                    
     at January 31, 1999 and $620,000 net of $372,000 of discount                    
     at July 31, 1998) ............................................        123            248
                                                                      --------------------------
       Total current liabilities ..................................      2,638          2,409
 Capital leases, long term portion ................................          6             10
                                                                      --------------------------
       Total liabilities ..........................................   $  2,644       $  2,419
                                                                      ==========================

 Shareholders' Equity                                                                
     Common Stock, $.0001 par value; authorized 15,000,000 shares,                   
     issued and outstanding 3,775,886 shares at January 31,1999 and                  
    July 31, 1998 .................................................         --             --
     Additional paid-in capital ...................................     10,551         10,551
     Accumulated deficit ..........................................    (12,167)       (11,899)
                                                                      --------------------------
     Shareholders' (Deficiency)  Equity ...........................     (1,616)        (1,348)
                                                                      --------------------------
       Total liabilities and shareholders' equity .................   $  1,028       $  1,071
                                                                      ==========================
</TABLE>

 *   Derived from the Form 10-KSB

                             See accompanying notes.


                                       3
<PAGE>

                             KIDEO PRODUCTIONS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
               (Dollars in thousands except for per share amounts)

<TABLE>
<CAPTION>
                                                    Three months ended                 Six months ended
                                                January 31,     January 31,        January 31,    January 31,
                                                    1999           1998                1999          1998
                                              -----------------------------      ----------------------------
<S>                                           <C>           <C>                  <C>            <C>       
Sales .....................................   $    1,957    $      492           $     3,105    $      593
Cost of sales .............................          769           311                 1,298           549
                                              -----------------------------      ----------------------------
                                                                                       
Gross profit ..............................        1,188           181                 1,807            44
                                                                                       
Selling expenses ..........................          647           226                 1,073           607
General and administrative expenses .......          378           311                   693           654
                                              -----------------------------      ----------------------------
Profit (loss) from operations .............          163          (356)                   41        (1,217)
Other (expense), net ......................         (153)          (48)                 (309)          (52)
                                              -----------------------------      ----------------------------
                                                                                       
Net income (loss) .........................   $       10    $     (404)          $      (268)   $   (1,269)
                                              =============================      ============================
                                                                                       
                                                                                       
Basic and diluted income (loss) per $ share   $     0.00    $    (0.11)          $     (0.07)   $    (0.36)
                                              =============================      ============================
                                                                           
Weighted average number of shares
    outstanding basic and diluted .........    3,775,886     3,637,264             3,775,886     3,481,829
                                              ============  ===============      =============  =============
</TABLE>

                             See accompanying notes


                                       4
<PAGE>

                             KIDEO PRODUCTIONS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
                 (Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                          Six months ended
                                                                       January 31,  January 31,
                                                                         1999         1998
                                                                       -----------------------
<S>                                                                    <C>          <C>     
Cash flows from operating activities:                                               
           Net loss ................................................   $  (268)     $(1,269)
           Adjustments to reconcile net loss to net cash provided by                
           (used in) operating activities:                                          
           Depreciation and amortization of operating assets .......       442          383
           Fiancing charge .........................................        --           44
           Changes in operating assets and liabilities:                             
           Accounts receivable .....................................       (18)        (327)
           Inventory ...............................................       (10)         (21)
           Prepaid expenses and other current assets ...............        34          (33)
           Other assets ............................................       (38)          -- 
           Accounts payable ........................................        26          434
           Accrued expenses ........................................       342           70
           Unearned revenue ........................................        12          112
                                                                       -----------------------
                Net cash provided by (used in) operating activities        522         (607)
                                                                       -----------------------
                                                                                    
Cash flows from investing activities:                                               
           Purchase of property and equipment ......................      (101)          (3)
           Increase in capitalized content costs ...................        --         (291)
                                                                       -----------------------
              Net cash used in investing activities ................      (101)        (294)
                                                                       -----------------------
                                                                                    
Cash flows from financing activities:                                               
           Net proceeds from issuances of capital stock ............        --          275
           Proceeds from long term debt ............................        --          500
           Principal payments on capital leases ....................       (30)          -- 
           Principal payments on convertible debt ..................      (373)         (31)
                                                                       -----------------------
              Net cash provided by (used in) financing activities ..      (403)         744
                                                                       -----------------------
Net increase (decrease) in cash ....................................        18         (157)
Cash and cash equivalents at  the beginning of the period ..........        82          164
                                                                       -----------------------
Cash and cash equivalents at the end of the period .................   $   100      $     7
                                                                       ===-====================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                             KIDEO PRODUCTIONS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

      The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting of all normal
recurring adjustments, necessary for a fair statement of results for the interim
periods. The financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading. Operating results
for the six months ended January 31, 1999 are not necessarily indicative of the
results that may be expected for the fiscal year ending July 31, 1999.

      The organization and the business of the Company, accounting policies
followed by the Company and other information are contained in the notes to the
Company's consolidated financial statements filed as part of the Company's
annual report for the fiscal year ended July 31, 1998 on Form 10-KSB. This
quarterly report should be read in conjunction with such annual report.

      For comparability, certain January 31, 1998 amounts have been reclassified
where appropriate to to conform to the financial statement presentation used at
January 31, 1999.

      In February 1997, FASB issued Statement No. 128, "Earnings Per Share"
which is effective for periods ending after December 15, 1997. The Company
adopted SFAS No. 128 for the year ending July 31, 1998 and has restated its
weighted-average shares for all the prior periods presented.


                                       6
<PAGE>

                             KIDEO PRODUCTIONS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The information set forth in "Management's Discussion and Analysis" below
includes "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and is subject to the safe harbor
created by that section. Readers are cautioned not to place undue influence on
these forward-looking statements, as they speak only as of the date hereof.

General

The Company was organized in August 1993 to develop, manufacture and market
personalized videos for children. The process of mass-producing individual
videos featuring a subject's likeness and spoken name was developed internally
by the Company. The Company claims proprietary rights in its technologies and
productions process. In April 1997, the Company was issued a U.S. patent
relating to its digital process (Patent No. 5,523,587). Since its inception the
Company has expanded its personalized product line to include books, stickers
and calendars featuring licensed and proprietary characters in some products.

Revenue Recognition

The Company's products are marketed directly to consumers and also through
mail-order catalogs, retail and television shopping networks sales. All customer
orders, regardless of their source, are processed at the Company's manufacturing
plant in New York City.

The Company generally records an account receivable and a corresponding
liability for unearned revenue for personalized product order kits shipped to
television shopping networks, mail order houses, catalogs and other retail
vendors. Revenue is recognized on the accrual basis when the personalized
product is shipped to the ultimate consumer.

Results of Operations

The following discussion should be read in conjunction with the Company's
financial statements and notes thereto appearing elsewhere in this report.

Six month comparisons: Comparison of the six month fiscal period from August 1,
1998 through January 31, 1999, ("Current Period") against the six month fiscal
period from August 1, 1997 through January 31, 1998 ("Prior Period"):

Sales: Sales increased 424% in the Current Period to $3,105,000 as compared to
$593,000 in the Prior Period. Direct to consumer sales increased in the Current
Period 295% or an increase of $1,163,000 to $1,557,000 while vendor-based sales
(catalog, mail order houses and television shopping networks) increased 678% or
$1,349,000 to $1,548,000 in the Current Period. Overall the sales for the
Current Period of $3,105,000 have exceeded fiscal 1998 sales of $2,033,000 by
53%.

Personalized tape sales were up 360% to $2,630,000 in the Current Period as
compared to $572,000 in the Prior Period and accounted for 85% of total sales.
Direct to consumer tape sales increased 208% from the Prior Period to $1,199,000
and catalog and other retail-sourced tape sales increased 179% from the Prior
Period to $511,000. Tape sales from the shopping networks (electronic sales) of
$919,000 accounted for 35% of total tape sales in the Current Period; this
marketing channel first debuted in the latter part of the fiscal year ended July
31, 1998. The increased tape sales were primarily comprised of the Company's
newly licensed Barney tape, "My Party With Barney."


                                       7
<PAGE>

Personalized book and sticker sales, which premiered in the fourth quarter of
the fiscal year ended July 31, 1998, were $331,000 and $137,000, respectively in
the Current Period accounting for 11% and 4% of the Current Period revenue.
Sales of ancillary products of the Company's proprietary characters were less
then 1% and have not been significant to date.

Cost of Sales: The Company has reclassified certain selling expenses to cost of
goods sold for both the Current and Prior Periods, in order to better reflect
cost of goods sold. The Company had a gross profit of 58% or $1,807,000 in the
Current Period as compared to a gross profit of 7% or $44,000 in the Prior
Period. Continued inventory controls, improved manufacturing process and
increases in volume have reduced the cost of raw materials and direct labor.
Fixed costs decreased $52,000 or 12% in the Current Period as compared to the
Prior Period. These reductions were in content amortization costs of $139,000
and depreciation of $24,000 and were partially offset by rent and facility
expense of $29,000, creative costs of $12,000 and payroll related expenses of
$60,000, which are the direct result of volume increases. Royalty expense for
the Current Period was $297,000 or 10% of sales, which is primarily due to the
sale of Barney licensed products.

Selling expenses: Selling expenses increased $466,000 or 77% for the Current
Period from $381,000 in the Prior Period. The increase was mostly due to volume
related expenses in shipping of $233,000, commission of $38,000, prepaid kit
expenses of $42,000, credit card discount of $30,000 and customer service
related expenses of $70,000. Media and promotional expenses in regard to
direct-sales increased $24,000 in the current period as compared to the prior
period.

General and administrative expenses: The Company's general and administrative
expenses increased $39,000 or 6% to $693,000 in the Current Period from $654,000
in the Prior Period. Increases in product development of $20,000, related
payroll expense of $40,000 and overall infrastructure expenses due to company
growth of $76,000 of rent, telephone, and supplies. These expenses were offset
by decreases in depreciation of $34,000, professional fees of $38,000 and
insurance of $23,000.

Operating Profit: The Company reported an operating profit of $41,000 in the
Current Period as compared to an operating loss in the Prior Period of
$1,217,000. The Company continues the management policy of cost effective saving
as evidenced by the operating profit in the Current Period as compared to the
loss in the Prior Period.

Management continues to pursue strategic marketing alliances with the intent of
reducing its financial risk in direct-to-consumer promotions and to develop a
broader based distribution for the Company's products as evidenced by the
Current Period results. There can be no assurances that these objectives will
continue to be achieved.

Other (expense) income: The Current Period reflects an increase of $257,000
which is primarily due to amortization of discount and deferred debt expense of
the convertible debt in regard to the January 1998, Financing along with debt
and lease interest expenses over interest income.

Net Loss: The net loss in the Current Period decreased 79% to $268,000 or $0.07
basic and diluted loss per share on 3,775,886 average shares of common stock
outstanding, as compared to the Prior Period net loss of $1,269,000 or $0.36
basic and diluted loss per share on 3,481,829 average shares of common stock
outstanding.


                                       8
<PAGE>

Three-month comparison: Comparison of the quarter from November 1, 1998 through
January 31, 1999, ("Current Quarter") against the quarter from November 1, 1997
through January 31, 1998 ("Prior Quarter"):

Sales: Sales increased 298% in the Current Quarter to $1,957,000 as compared to
$492,000 in the Prior Quarter. Sales gains were seen from all sources across the
board. Direct to the consumer sales were $1,111,000, up 223% or $767,000 in the
Current Quarter from Prior Quarter sales of $344,000. Vender-sourced sales
increased 472% to $846,000 in the Current Quarter as compared to $148,000 in the
Prior Quarter.

In the Current Quarter, tape sales were up 243% or $1,1152,000 to $1,627,000 as
compared to the Prior Quarter and represented 83% of total revenue for the
period. Direct to consumer tape sales increased 160% or $528,000 to $859,000 and
vender-sourced catalog and retail tape sales increased 179% or $259,000 to
$404,000. Vender-sourced tape sales on the shopping networks (electronic sales)
for the Current Quarter were $364,000 and represented 19% of total revenue for
the period; this marketing channel first debuted in the latter part of the
fiscal year ended July 31, 1998. The increased tape sales were primarily
comprised of the Company's newly licensed Barney tape, "My Party With Barney."

Personalized book and sticker sales, which premiered in the fourth quarter of
the fiscal year ended July 31, 1998, were $229,000 and $94,000, respectively in
the Current Quarter accounting for 12% and 5% of the Current Quarter revenue.
Sales of ancillary products of the Company's proprietary characters were less
then 1% and have not been significant to date.

Cost of Sales: The Company has reclassified certain selling expenses to cost of
goods sold for both the Current and Prior Quarters, in order to better reflect
cost of goods sold. The Company had a gross profit of 61% or $1,188,000 in the
Current Quarter as compared to 37% or $181,000 in the Prior Quarter. Continued
inventory controls, improved manufacturing process and increases in volume have
reduced the cost of raw materials and efficiency of direct labor. Fixed costs
increased $5,000 or 2% in the Current Quarter as compared to the Prior Quarter.
The increased expenses mostly due to volume were in payroll and related expense
of $40,000 and facility expenses of $28,000. These increases were offset by
reductions in content amortization costs of $55,000 and depreciation of $10,000.
Royalty expense for the Current Quarter was $181,000 or 9% of sales, which is
primarily due to the sale of Barney licensed products.

Selling expenses: Selling expenses increased $421,000 or 186% for the Current
Quarter from $226,000 in the Prior Quarter. The increase was mostly due to
volume related expenses in shipping of $143,000, credit card discount of
$21,000, commission of $21,000, prepaid kit expenses of $25,000 and customer
service related expenses of $44,000. In addition, media and promotional costs
related to the direct sales increase were up $159,000 in the Current Quarter
over the Prior Quarter.

General and administrative expenses: The Company's general and administrative
expenses increased $67,000 or 22% to $378,000 in the Current Quarter from
$311,000 in the Prior Quarter. Increases were in payroll and related payroll
expense of $33,000, professional fees of $14,000 and overall infrastructure
expenses due to company growth of $56,000 inclusive of rent, telephone, and
supplies. These expenses were offset by decreases in depreciation of $25,000 and
insurance of $13,000 in the Current Quarter as compared to the prior period.

Operating Profit: The Company reported an operating profit of $163,000 in the
Current Quarter as compared to an operating loss in the Prior Quarter of
$356,000. The Company continues the management policy of cost effective saving
as evidenced by the operating profit in the Current Quarter as compared to the
Prior Quarter.

Other (expense) income: The Current Quarter reflects an increase of $105,000
which is primarily due to amortization of discount and deferred debt expense of
the convertible debt in regard to the January 1998, Financing along with debt
and lease interest expenses over interest income.


                                        9
<PAGE>

Net income: The net income in the Current Quarter was $10,000 or $0.00 basic and
diluted loss per share on 3,775,886 average shares of common stock outstanding,
as compared to the Prior Quarter net loss of $404,000, or $0.11 basic and
diluted loss per share on 3,637,264 average shares of common stock outstanding.

Liquidity and Capital Resources

The Company cash flow from operations was $522,000 for the Current Period as
compared to $607,000 cash use in the Prior Period. In addition, the Company
invested $101,000 in equipment and used $373,000 for repayment of debt in the
Current Period.

The Company's capital requirements in connection with its development of new
product, infrastructure and marketing activities have been and continue to be
significant. The Company anticipates, based on its currently proposed plans and
assumptions relating to its operations (including assumptions regarding the
progress and timing of newly licensed-character development efforts, like those
involving the Barney and Disney characters), that anticipated revenues from
operations and its current cash and cash equivalent balances may not be
sufficient to fund the Company's operations and capital requirements for the
foreseeable future. The Company is currently seeking additional financing. The
Company has no current arrangements with respect to any additional financing,
and it is not anticipated that existing stockholders will provide any portion of
the Company's future financing requirements. Consequently, there can be no
assurance that any additional financing will be available to the Company when
needed, on commercially reasonable terms, or at all.

Balance sheet conditions which may be indicators of the Company's liquidity
would include the unrestricted cash balance along with the accounts receivable
of approximately $135,000 at January 31, 1999, as compared to July 31, 1998 of
approximately $99,000; working capital which was a deficiency of approximately
$2,230,000 at January 31, 1999, as compared to a deficiency of approximately
$2,013,000 at July 31, 1998; and the stockholders' deficiency of approximately
$1,616,000 at January 31, 1999, as compared to a deficiency of approximately
$1,348,000 at July 31, 1998. The improving cash balances do not necessarily
preclude the Company's need for additional capital. Although there can be no
assurances, the Company believes that its current vendor relationships as well
as its licensing agreements with Disney and Barney may not generate revenues
sufficient to fund its operations. The unearned income of approximately
$1,040,000 listed as a current liability at January 31, 1999 represents sales
revenue on future orders.

Operating factors which would afford an evaluation of the Company's ability to
internally generate liquidity in both the short term and long term would include
the revenue growth rate (424% over the Prior Preriod), the 58% gross profit
generated from operating activities and the rate of selling, general and
administrative expense spending relative to the revenue generated. Operating
cash flow as evidenced by earnings adjusted for the non-cash expenses of
depreciation, amortization of content costs and non-cash write-offs (providing
$522,000 from operating activities for the Current Period) would provide an
indication of management's ability to fund future operating activities; these
factors must be evaluated along with management's actions to increase its
revenue stream, increase the efficiency of its marketing efforts, and control
the costs of its infrastructure as discussed above.

The Company's material commitments and plans for capital expenditures at the
present time are driven by order volume. Currently, the Company's sales volume
can be met with existing production equipment, and increases in volume can be
met by adding additional shifts with existing equipment. Capital expansion for
additional production equipment will be driven by increases in sales volume and
will be funded by such revenues and any available equipment financing
agreements.

Because the Company has operated at a loss since its inception and has not
generated sufficient revenue from its operations to fund its activities, it has,
to date, been substantially dependent on loans from its stockholders and private
and public offerings of its securities to fund its operations.


                                       10
<PAGE>

Year 2000 Compliance

The Company's database and present accounting system are year 2000 compliant.
The Company does not anticipate any material additional costs with regard to its
year 2000 compliance. The year 2000 issue is not expected to effect the systems
of various entities with which the Company interacts. However, there can be no
assurance that the systems of other companies on which the Company relies will
be timely converted, or that a failure by another company's system to be year
2000 compliant would not have a material adverse effect on the Company.

New Accounting Announcements

In June 1997, the FASB issued SFAS No. 131 "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 requires entities to disclose
financial and detailed information about their operating segments in a manner
consistent with internal segment reporting used by the Company to allocate
resources and assets financial performance. SFAS No. 131 is effective for
financial statements for periods beginning after December 15, 1997 and requires
comparative information for earlier years to be presented. The Company will
adopt SFAS No. 131 for the fiscal year ending July 31, 1999. This statement
expands and modifies financial statement disclosures and accordingly, has no
impact on the Company's results of operations, earnings per share or financial
position.


                                       11
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

      There have been no material changes in the litigation reported in the
      Company's annual report on Form 10-KSB for the year ended July 31, 1998 as
      filed.

Item 2. Changes in Securities

      None.

Item 3. Defaults upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      None.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibit 27- Financial Data Schedule
      (b)   No reports on Form 8-K were filed during the quarter for which this
            report is filed.

Signatures

      In accordance with 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.

                             Kideo Productions, Inc.


Date:    March 17, 1999                 By: /s/ Richard L. Bulman
                                            ------------------------------------
                                            Richard L. Bulman
                                            President & Chief Executive Officer
                                            (Principal Executive Officer)


Date:    March 17, 1999                 By: /s/ Richard D. Bulman
                                            ------------------------------------
                                            Richard D. Bulman
                                            Secretary & Chief Financial Officer
                                            (Principal Financial Officer)


                                       12


<TABLE> <S> <C>

 <ARTICLE>                        5                
 <LEGEND>                         
This schedule contains summary financial information extracted from Kideo
Productions, Inc and is qualified in it's entirety by reference to such
financial statements.
 </LEGEND>
 <MULTIPLIER>                     1,000            
        
 <S>                              <C>
 <PERIOD-TYPE>                    6-MOS            
 <FISCAL-YEAR-END>                                     JUL-31-1999
 <PERIOD-START>                                        AUG-01-1998
 <PERIOD-END>                                          JAN-31-1999
 <CASH>                                                        100
 <SECURITIES>                                                    0
 <RECEIVABLES>                                                 110
 <ALLOWANCES>                                                    0
 <INVENTORY>                                                     0
 <CURRENT-ASSETS>                                              408
 <PP&E>                                                      1,023
 <DEPRECIATION>                                                804
 <TOTAL-ASSETS>                                              1,028
 <CURRENT-LIABILITIES>                                       2,638
 <BONDS>                                                         6
                                            0
                                                      0
 <COMMON>                                                        0
 <OTHER-SE>                                                 (1,616)
 <TOTAL-LIABILITY-AND-EQUITY>                                1,028
 <SALES>                                                     3,105
 <TOTAL-REVENUES>                                            3,105
 <CGS>                                                       1,298
 <TOTAL-COSTS>                                               1,766
 <OTHER-EXPENSES>                                                0
 <LOSS-PROVISION>                                                0
 <INTEREST-EXPENSE>                                            309
 <INCOME-PRETAX>                                              (268)
 <INCOME-TAX>                                                    0
 <INCOME-CONTINUING>                                          (268)
 <DISCONTINUED>                                                  0
 <EXTRAORDINARY>                                                 0
 <CHANGES>                                                       0
 <NET-INCOME>                                                 (268)
 <EPS-PRIMARY>                                               (0.07)
 <EPS-DILUTED>                                               (0.07)
         

</TABLE>


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