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ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LIST OF EXHIBITS A. INDEPENDENT AUDITORS' REPORT B. BALANCE SHEET C. STATEMENT OF OPERATIONS D. STATEMENT OF CASH FLOWS E. NOTES TO FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT Herbert Woll Certified Public Accountant 2891 Gant Quarters Drive 23611 Chagrin Blvd., Suite 101 Marietta, GA 30068 Beechwood, OH 44122 (770) 565-7299 (216) 292-7505 To the Board of Directors HOLLYWOOD SHOWCASE TELEVISION NETWORK, INC. Culver City, CA I have audited the accompanying Balance Sheet of HOLLYWOOD SHOWCASE TELEVISION NETWORK, INC. as of December 31, 1997, and the related Statement of Operations, and Cash Flows for the period then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. These standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures set forth in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HOLLYWOOD SHOWCASE TELEVISION NETWORK, INC., as of December 31, 1997 and the results of its operations and its cash flows for the period then ended, in conformity with generally accepted accounting principles. /s/ Herbert Woll Herbert Woll, CPA Marietta, Georgia 30068 May 13, 1998
BALANCE SHEET AS AT DECEMBER 31, 1997
ASSETS Current Assets Cash in Banks $10,025 Accounts Receivable 13,814 Contract Receivables - Note 1 1,800,000 Inventory - Note 1, 2 41,012,500 Prepaid Expenses 51,416 Total Current Assets $42,887,755 Property & Equipment (net of $15,733 Depr Note 1 & 4) 162,034 Other Assets (Note 1) 4,059,040 Total Assets $47,108,829 LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $100,000 Accrued Expenses 17,588 Current Portion of Long Term Debt 820,777 Total Current Liabilities $938,365 Long Term Debt $1,463,698 Stockholders' Equity Common Stock $687 At $.0001 par value. Issued and outstanding 6,869,500 shares Paid in Capital 41,396,401 Retained Earnings December 31, 1997 3,310,678 Total Stockholders' Equity 44,706,766 Total Liabilities & Stockholders' Equity $47,108,829
The accompanying footnotes are an integral part of these financial statements
STATEMENT OF OPERATIONS AS AT DECEMBER 31, 1997
Sales $5,483,334 Other Income 804,983 Less: Cost of Sales 2,215,664 Gross Profit on Sales $4,072,653 Operating Expenses Auto & Parking $3,124 Bank Charges 2,533 Equipment Rental 9,360 Insurance 1,173 Miscellaneous 5,895 Moving Expenses 4,433 Outside Services 166,791 Professional Fees 39,385 Printing 1,214 Rent & Storage 51,605 Repairs 13,790 Salaries 174,013 Samples 1,530 Stock Transfer 1,981 Supplies - Office 6,877 Taxes - Miscellaneous 1,946 Taxes - Payroll 34,734 Telephone 12,461 Travel & Trade Prom. 48,620 Total Operating Expenses 581,465 Profit before Depreciation $3,491,188 Less: Depreciation 15,733 Profit before Income Tax $3,475,455 Corporate Income Tax -0- Net Profit on Operations $3,475,455
The accompanying footnotes are an integral part of these financial statements
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997
Cash Flows from Operations Net Income $3,475,455 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 15,733 3,491,188 Changes in Operating Assets & Liabilities (Increase) in accounts receivable (13,814) (Increase) in contract receivable (1,800,000) (Increase) in inventory (41,012,500) (Increase) in Prepaid Expenses (51,416) Decrease in Accounts Payable 100,000 Decrease in Accrued Expenses 17,588 Decrease in current portion of Long Term Debt 820,777 (41,939,365) Net Cash Provided by Operations 45,430,553 Cash Flows form Investments Additional paid in capital (42,663,152) Other Assets (4,059,040) Purchase of Equipment & Furniture (162,034) (46,884,226) Financing Activities Increase in Long Term Debt 1,463,698 Net Cash Increase 10,025 Cash on Hand - 1/1/1997 -0- Cash on Hand - 12/31/1997 $10,025
The accompanying footnotes are an integral part of these financial statements
NOTES TO FINANCIAL STATEMENTS AS AT DECEMBER 31, 1997 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies of Hollywood Showcase Television Network, Inc. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Note 1. Contract Receivable In August 1997, Hollywood Showcase Television Network, Inc. purchased in a tax free exchange a company named Genesis Group Inc. One of the assets received is a contract for the sale of certain films. The terms of the contract call for monthly payments beginning March 1, 1998 in the amount of $100,000 per month for six months and $200,000 per month for the next 24 months totaling $3,000,000. Beginning October 1, 1999 a licensing fee of $100,000 will be paid to the Company monthly, until September 1, 2002. Total of contract being $5,400,000. Analysis of the available records of Genesis Group indicates that the cost of the 380 films purchased was $2,184,625. This transaction will be treated as an installment sale, and will be reported for taxation on the same basis. Note 2. Inventory The inventory was acquired from Genesis Group, Inc. and consists of Movie Films and music tapes and CD ROM Interactive tapes. With the inventory comes the rights to reconfigure, compile, manufacture, distribute, license, sell, and lease. Each item is one of a kind. The company has an appraisal that identifies each item of inventory, and evaluates it. Inventory is carried at appraised value. Note 3. Office Furniture & Equipment Acquired in the same transaction was office furniture and equipment that cost the company $3,120. Depreciation based on the remaining useful life of the items will be calculated on the straight line method beginning September 1, 1997. Note 4. Stockholders' Equity The Company has 50,000,000 shares of Stock authorized at $.0001 par value, 6869,500 were issued The assets of Genesis Group Inc. were acquired by trading 6,869,500 shares of Hollywood Showcase for 100% of the stock of Genesis. The assets acquired are now shown on the Balance Sheet.
Note 5. Depreciation Depreciation has been provided on the same basis for tax and financial accounting purposes using the straight line method. The estimated useful lives of the assets are as follows: Shop Equipment 5-7 Years Office Furniture & Fixtures 5-10 Years Leasehold Improvements 3-10 Years Commitments The Company is committed under a lease dated October 1, 1997, for a minimum annual rental (exclusive of real estate taxes, maintenance, etc.) as follows: Year ending December 31, 1998 $97,772 1999 19,200 2000 16,000
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements B. Articles of Incorporation C. Bylaws D. 15c2-11
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. GENESIS MEDIA GROUP, INC. By: /s/ Don Logan Don Logan, Chairman |