-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wec1tT858DhCFSWpF5ZfAhbhCr+XkAJdz4pqgEAl5K2hM8g72/j1k+UzuyvvhsKe 3KxcedCQmmpr7KqyRs0GrA== 0000777844-02-000004.txt : 20020415 0000777844-02-000004.hdr.sgml : 20020415 ACCESSION NUMBER: 0000777844-02-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020131 FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUSONICS VIDEO CORP CENTRAL INDEX KEY: 0000777844 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 841001336 STATE OF INCORPORATION: CO FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14200 FILM NUMBER: 02594220 BUSINESS ADDRESS: STREET 1: 32751 MIDDLEBELT RD STE B CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2488515651 MAIL ADDRESS: STREET 1: 32751 MIDDLEBELT RD STE B CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 10-Q 1 c10q2cvc31a.txt COMPUSONICS VIDEO CORPORATION'S 10-Q FOR 01-31-2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended: Commission file number: January 31, 2002 0-14200 CompuSonics Video Corporation (Exact name of Registrant as specified in its charter) Colorado 84-1001336 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) (Identification Number) 32751 Middlebelt Road, Suite B Farmington Hills, MI 48334 - ---------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 851-5651 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock, $.001 Par Value ------------------------------- (Title of Class) 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 and, (2) has been subject to such filing requirements for the past 90 days: Yes X No ___ As of March 29, 2002, a total of 160,006,250 shares of common stock, $.001 par value, were outstanding. COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES Form 10-Q Filing for the Quarter Ended October 31, 2001 INDEX Page Number PART I. FINANCIAL INFORMATION Item 1 Interim Financial Statements. 3 Consolidated Balance Sheets January 31, 2002 (Unaudited) and July 31, 2001 4 Consolidated Statements of Operations (Unaudited) for Six months ended January 31, 2002 and 2001 5 Consolidated Statements of Cash Flows (Unaudited)for Six months ended January 31, 2002 and 2001 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 Signature Page 9 2 PART I. FINANCIAL INFORMATION Item 1 Interim Financial Statements. The accompanying consolidated financial statements of CompuSonics Video Corporation and Subsidiaries have been prepared by the company without audit. In the opinion of the company's management, the financial statements reflect all adjustments necessary to present fairly the results of operations for the six month period ended January 31, 2002; the company's financial position at January 31, 2002 and July 31, 2001; and the cash flows for the six-month period ended January 31, 2002 and 2001. Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the company's July 31, 2001 Form 10-K. The results for the six-month period ended January 31, 2002 are not necessarily indicative of future financial results. 3 COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS 1/31/02 7/31/01 Current Assets Cash $ 112 $ 61 Accounts Receivable - Related Parties 10,640 426 Interest Receivable 0 0 Inventory 425,238 436,129 Notes Receivable - related Party 0 0 Prepaid Assets 0 0 Market Equity Securities Available for Sale 13,953 28,731 ---------- ---------- Total Current Assets 449,943 465,348 Other Assets Investments - related Party 158,001 158,001 Patents 300,000 300,000 Less Amortization (15,000) (5,000) Leasehold Improvements 1,875 1,875 Less Accumulated Depreciation (125) (63) Equipment 63,462 63,462 Less Accumulated Depreciation (10,004) (5,579) Goodwill 153,000 153,000 Less Amortization (10,200) 0 --------- -------- Total Other Assets 641,009 665,696 -------- ------- Total Assets $1,090,953 $1,131,044 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Notes Payable to Related Entities $ 211,746 $ 181,241 Notes Payable - Other 6,300 1,300 Accounts Payable and Accrued Liabilities 29,137 19,016 Accounts Payable - Related Entities 6,802 2,384 ---------- -------- Total Liabilities 253,985 203,940 --------- ---------- Stockholders' Deficit Preferred Stock - Series A Convert. Stock 55,000,000 Shares. Authorized 40,000,000 Shares Issued and outstanding 400,000 400,000 Preferred Stock - Series B Convert. Stock 20,000,000 shares Authorized 4,000,000 Shares Issued and outstanding 400,000 400,000 Common Stock $.001 Par Value, 300,000,000 Shares Authorized, 160,006,250 Shares Issued and Outstanding In 2002 and 2001 160,006 160,006 Additional Paid-In Capital 1,247,981 1,247,981 Other Comprehensive Income (13,604) 1,175 Accumulated Deficit (1,357,416) (1,282,059) ------------- ------------ Total Stockholder's Deficit 836,967 927,104 ------------- ------------ Total Liabilities and Stockholder's deficit $1,090,953 $1,131,044 ============ ========== The accompanying notes are an integral part of this financial statement 4 COMPUSONICS VIDEO CORPORATION AND SUBSIDIARIES CONSENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For three Monts For Six Months Ended January 31, ended January 31, 2002 2001 2002 2001 -------------------- Commission Income $ 0 $ 0 $ 0 $ 0 Gain (Loss) on Fixed Assets 0 0 0 0 Consulting Income 0 0 0 0 Licensing Income 0 0 0 10,000 Sales of Delta 27,746 0 50,776 0 Miscellaneous Income 0 0 0 0 --------- ------ ------- --------- Total Income 27,746 0 50,776 10,000 ---------- ------ -------- --------- Cost of Goods Sold 7,232 0 12,428 0 ---------- ------- --------- -------- Gross Profit 20,514 0 38,348 10,000 ---------- ------- --------- --------- General and Administrative Expenses Staff Salaries 12,502 0 28,893 0 Professional Fees 12,295 794 16,868 3,107 Management Fees-Related Party 0 0 0 1,150 Patent Fees 556 0 556 681 Travel and Entertainment 2,184 0 3,717 0 All Other General And 0 0 0 0 Administrative Expenses 24,840 125 49,858 475 -------- ------ -------- ------- Total General & Administrative Expenses 52,376 919 99,892 5,413 -------- ------ -------- ------- Gain (Loss) from Operations (31,862) (919) (61,544) 4,587 --------- ------- -------- ------- Forgiveness of Debts 0 0 0 0 Interest Income 0 3,829 0 3,829 Interest Expense (4,762) (15,520) (13,814) (30,993) -------- ------- -------- --------- Total Other Income (Expense) (4,762) (11,692) (13,814) (27,165) -------- ------- --------- --------- Net Income (Loss) Before Income Taxes (36,625) (12,611) (75,359) (22,578) Income Tax Benefit 0 0 0 0 ------- -------- -------- --------- Net Income (Loss) $(36,625) (12,611) $ (75,359) $ (22,578) ======== ======== ========== ======== Weighted Average Number of Common Shares 160,006,250 160,006,250 160,006,250 160,006,250 =========== =========== =========== ========== Net Income Per Common Share $ (0.000) $ (0.000) $ (0.000)$ (0.000) =========== ========== ========== =========
The accompanying notes are an integral part of this financial statement 5 COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES STATEMENTS OF CASH FLOWS (Unaudited) For the six months ended January 31, 2002 2001 Cash Flows From Operating Activities: Net Loss $ (75,359) $ (22,578) Adjustments to Reconcile Net Loss Cash Used by Operating Activities Depreciation 24,688 252 Loss on Disposal of Assets 0 0 Accrued Interest Income 0 0 (Increase) Decrease In Inventory 10,891 0 (Increase) Decrease In: Accounts Receivable and Accrued Assets (10,214) (3,337) Accounts Payable and Accrued Liabilities 10,178 12,262 Accounts Payable - Related Entity 4,418 16,936 --------- -------- Total Adjustments 39,961 26,113 -------- -------- Net Cash (Used For) Operations (35,398) 3,535 Cash Provided by Investing Activities Purchase of Equipment 0 0 Purchase of Patents 0 0 Proceeds from Sale of Equipment 0 0 Investments 0 0 -------- --------- Net Cash (Used For) Investing Activities 0 0 Cash Provided by Financing Activities Proceeds from Stock Sold 0 0 Proceeds For Notes Payable 5,000 0 Proceeds from Notes Payable - Related 30,505 0 -------- --------- Net Cash Provide by Financing Activities 35,505 0 --------- --------- Increase (Decrease) in Cash 107 3,535 Balance at Beginning of Period 5 274 -------- --------- Balance at End of Period $ 112 $ 3,809 ========== ========== Supplemental Disclosure of NonCash Investing and Financing Activities: Not Receivable and Accrued Interest Converted to Stock $ 0 $ 0 ========== ========== The accompanying notes are an integral part of this financial statement 6 COMPUSONICS VIDEO CORPORATION & SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The net income for the six-month period ended January 31, 2002 was $(75,359), compared to $(22,578) in the 6-month period ended January 31, 2001. In the past, the Registrant has relied on a related company to provide the working funds it has required, but there is no assurance that this will continue in future years. The reasons for material changes in current year are changes in US economy affected by decreasing demand and terrorist attacks on September 11, 2001. On April 28, 2000, the company announced that it would begin pursuing companies who might have an interest in licensing its technology covered by the Company's patents. On August 11, 2000, the Company announced that it had signed a licensing agreement with Interactive Digital Media Corporation (IDMC) for the use of technology related to the company's patent portfolio. Terms of the license were structured so as to provide for an upfront payment of $10,000, a note payable to the Company for the remainder of the licensing fee, and ongoing royalty payments based on the sales of units covered by the license. The note receivable was not executed. The Company has not signed any other license agreements at this time. During the quarter and six months ended January 31, 2002, the Company continued to renew and maintain its patents in the U.S. and key foreign Countries. On April 11, 2001, Robert R. Hebard resigned from all his officer positions in the Company. Thomas W. Itin was named as an interim replacement for Mr. Hebard until David Scull took over the time of the purchase of assets described below. Thomas Itin remained as Chairman of the Board. Effective April 30, 2001, the Registrant acquired the assets of the Delta product line of ScanLine Technologies. Those assets are principally the character generator (CG) technology of ScanLine. The Registrant will retain and utilize the ScanLine Technologies and Quanta names. The Delta CG product line assets represent a business line with over 600 established customers within the TV broadcast and video production industry. Delta CG products are based upon proprietary hardware and software. Approximately 1700 Delta CG systems are in use today worldwide. The estimated installed base value of these Delta CG systems is over $43 Million. Delta CG systems are capable of both analog and Digital input/output support. As market trends dictate, many of these Delta CG systems must be upgraded or exchanged for newer systems that support HDTV resolutions and formats. The company is positioning itself to take advantage of very powerful technology and market trends by developing the next generation of HDTV-ready systems. These will be 7 backward compatible with older Delta CG systems and file formats. For these and other reasons, current customers have a strong interest in the next generation of Delta CG. Total open quotations for Delta CG systems upgrades and new equipment exceed $10 Million. CompuSonics Video seeks to establish itself, its products, and patented technologies within the TV broadcast and broader video industries. This transaction will give CompuSonics Video that opportunity. In addition to the merger effects, recent reorganization of the Company's balance sheet provides for a stronger asset position and higher value proposition. The company's key competitors include Pinnacle Systems and Chyron Corporation. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits None (b) Reports on Form 8-K None 8 COMPUSONICS VIDEO CORPORATION Form 10-Q For the quarter ended January 31, 2002 Signature Page SIGNATURES 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. COMPUSONICS VIDEO CORPORATION ----------------------------- (Registrant) By: \s\ David Scull ----------------------- David Scull President, Chief Executive Officer Date Signed: March 29, 2002 9 -----END PRIVACY-ENHANCED MESSAGE-----