Creative Programming & Technology Ventures Inc – ‘10KSB’ for 8/31/96

As of:  Monday, 12/16/96   ·   For:  8/31/96   ·   Accession #:  1000096-96-502   ·   File #:  0-22762

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Annual Report — Small Business   —   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       66    246K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-KSB

(Mark one)                                                                      

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                   
SECURITIES EXCHANGE ACT OF 1934                               
 For the Fiscal Year Ended August 31, 1996
OR                                                                              
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
SECURITIES EXCHANGE ACT OF 1934                               

 Commission File No. 0-19817

CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
--------------------------------------------------
(Name of small business issuer in its charter)

Colorado                                        84-1236669
------------------------------                       ------------------     
(State or other jurisdiction of                        (I.R.S. Employer       
incorporation or organization)                       Identification No.)    

7900 East Union Avenue, Suite 1100, Denver, CO 80237
----------------------------------------------------
(Address of Principal Executive Offices)

Telephone number, including area code:  (303) 694-5324                          

Securities registered under Section 12(b) of the Act:  None.                    

Securities registered under Section 12(g) of the Act:                           

Common Stock
------------
(Title of Class)

Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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 /  /       

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Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in his form and no disclosure  will be contained,  to the best of
Registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB: [ ]                                                           

State  issuer's  revenues for its most recent fiscal year:  $60,650  Fiscal year
ended August 31, 1996.                                                          

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock ($.4062), as of August 31, 1996: $895,000.   

Shares of common stock outstanding as of September 1, 1996:  3,210,089.         

There are no documents incorporated by reference into this Form 10-KSB.         

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PART I

ITEM 1.  BUSINESS                                                               
--------                                                      

(a)  Business Development                                                       

     Creative Programming and Technology  Ventures,  Inc. (referred to herein as
the  "Company"  and "CPTV") was formed  under  Colorado law in July 1993 for the
purpose  of  producing  and  distributing  innovative  advertising,  interactive
digital  entertainment.  In August 1993, the Company acquired Celluloid Studios,
Inc., a Denver,  Colorado based advertising company producing animated and mixed
media  television  commercials.  The  Company  completed  a public  offering  of
2,300,000 shares of its common stock in November 1993, resulting in net proceeds
to the Company of approximately $7,700,000.                                     

     CPTV's  original goal was to use the creative and  technical  foundation of
Celluloid  Studios to provide an entree  into the  interactive  CD-ROM  consumer
products  market.  As described in the Company's  Form 10-KSB for the year ended
August 31, 1995,  the Company sold its interest in Celluloid  Studios  effective
May 31, 1995. Following the divestiture of its interest in Celluloid Studios the
Company narrowed its scope to building games for third party publishers  through
its  Alexandria  subsidiary  and to joint  venturing  the  production of its own
original  consumer game  products and  intellectual  property  through Off World
Entertainment,  Inc. d/b/a  OddWorld  Inhabitants,  Inc.  (referred to herein as
"OddWorld").                                                                    

     The Company  successfully  transitioned  its business into the  interactive
entertainment business by acquiring Alexandria,  Inc. (a California Company) and
subsequently  made a major equity investment and project financing to co-publish
its  first  interactive  game  through  an  ownership   interest  in  Off  World
Entertainment,  Inc.,  which is  described  more fully  below.  However,  due to
increased  competition,  industry  consolidation,  escalating product costs, and
marketing risk associated with the Company's OddWorld investment,  the Company's
Board  of  Directors  made  a  strategic   decision  to  exit  the   interactive
entertainment  business sector by divesting its OddWorld interest for a gain and
substantially downsizing its Alexandria operations.                             

     The  Company's  executive  offices are  located at 7900 East Union  Avenue,
Suite 1100, Denver, Colorado 80237, and its telephone number is (303) 694-5324. 

     Certain capitalized terms and acronyms used herein are defined below in the
"Glossary," commencing at page 4.                                               

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Glossary                                                                        
--------                                                                        

     This report uses  numerous  terms common to the  interactive  entertainment
sector of the computer hardware and software industry.  The following sets forth
definitions of the terms used herein:                                           

     Bit - In computer  terminology,  the smallest possible piece of information
which operates in binary (i.e., it is either "on" or "off").                    

     CD-ROM - Compact Disk Read Only Memory. A CD which plays on a home music CD
player is a form of CD-ROM. It can only be read (i.e.,  played) and not written,
it cannot save new music files to the disk. CD-ROM also refers to a type of disk
and its disk drive  which can be  attached  to an  ordinary  home  computer.  It
carries  software and data  imprinted on the disk.  CD-ROMs are digital  storage
media,  like a floppy  disk,  or a hard  drive,  but with  extremely  high  data
capacity  due to the use of optical  techniques.  Thus  thousands  of times more
information  can be stored on a CD-ROM for  retrieval at the  computer  console.
CD-ROMs may contain visual images (pictures), sound, and/or text.               

     Computer  Graphics - Visual displays of scenes,  characters or abstractions
created entirely by computer.  Often used in the term computer graphics imagery,
abbreviated CGI.                                                                

     Digital - Technology wherein data (alphanumeric,  pictures,  and sound) are
converted  into a set of on and off  messages  (see "bit" above) which makes the
data manipulable using a computer.                                              

Edutainment - Educational entertainment programming.                  

Game console - See video game system, herein below.                   

     Hardware - Computers; devices including electronic circuitry which responds
to  software  instructions  as well as all  attachments  used to  input  data or
commands and to output manipulated data.                                        

     Interactive - Whether on television or on a computer, interactive refers to
the  ability  of the user to  control  what they see and to  engage  in  two-way
communication.                                                                  

     Mixed  Media -  Combinations  of any two or more of the  following:  motion
picture photography, still photography, videography, computer generated imagery,
special effects, and animation.                                                 

     Multimedia  -  A  term   referring  to  any  mix  of  differing   media  or
technologies, i.e., a multimedia presentation may consist of music, graphics and
text.  These  presentations  may  involve  several  pieces  of  hardware,  i.e.,
computer,  videotape,  MIDI  (digital  music)  setup,  or any of a  dozen  other
presentation tools.                                                             

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     Multimedia PC (MPC) - A personal computer (especially an IBM-compatible PC)
capable of employing  software,  especially  that which is recorded on a CD-ROM,
incorporating  extensive use of  high-resolution  graphics images  (photographic
quality  pictures),  audio-CD quality stereo sound, and full-motion  video, with
high speed access.                                                              

     Next  generation  video  games - Video game  system  hardware  designed  to
operate at 32- and 64-bit (defined herein below) speeds. Next generation systems
include  Atari  Jaguar,   3DO,  Sega  Saturn,   Nintendo   Ultra-64,   and  Sony
PS-X/Playstation.                                                               

     Port  (vb.) - to adapt or  re-program  interactive  entertainment  software
created for one  proprietary  video game system  (VGS)  platform so that it will
operate on a different platform.                                                

     Random  Access Memory (RAM) - RAM is a type of memory or storage built into
many types of computer-based equipment, including VG8 systems and computers. RAM
allows the  software  to "load"  itself for faster  access by the "brain" of the
aforesaid equipment.                                                            

     Resolution  - Each image is measured  by the number of dots per inch,  many
laser printers use approximately 300 dpi, the number of lines of information per
page,  and,  in  computer  generated  graphics,  the number of  picture  element
(pixels) of information per frame.  The resolution  achieved for high resolution
film is 3,000 by 4,000 pixels.                                                  

     Software - The coded instructions  supplied to a computer which control the
manner in which the various hardware components process information.            

     Three-dimensional  computer graphics - Scenes, characters or other computer
graphics  (defined  herein  above)  having the  appearance of not only width and
height (as in the classic hand-drawn cartoon animations) but also depth, as in a
motion picture.                                                                 

     32-bit and 64-bit - An  engineering  term referring to the speed at which a
video game system can process  instructions  from the user through the software.
The  generation of video game systems which is currently  widely in use operates
at 16-bits, including Sega Genesis and Super Nintendo Entertainment System.     

     VGS  platform - 1) A  specific,  video game system  (defined  below) with a
proprietary  standard  for  software to operate  therewith;  2) the  proprietary
software standard of a specific make and model of video game system.            

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     Video game system - Computer  hardware,  sometimes  called  game  consoles,
specifically designed for the purpose of playing video games,  including control
devices (e.g. "joy sticks" and other kinds of controllers) and adapters designed
to enable use of different software formats.                                    

(b)  Business of the Issuer                                                     

General - Historical                                                            
--------------------                                                            

     The Company  has been  offering  creative  services  for the  entertainment
industry since August 1993,  when it acquired  Celluloid  Studios,  Inc.  (which
subsidiary  was sold  effective  May 31, 1995,  as described  below).  After the
completion of its initial  public  offering,  CPTV set out to diversify into the
development of interactive  entertainment  consumer products by wholly acquiring
Alexandria, Inc. which developed games for third party publishers. In late 1994,
the Company began to finance a second subsidiary Off World  Entertainment,  Inc.
(d/b/a OddWorld  Inhabitants,  Inc.  ("Oddworld") to develop 32-bit game systems
for  advanced  game  platforms  which,  at  that  time,  had  negligible  market
penetration.  After  the  installed  base  of  newly  introduced  advanced  game
consoles,  such as Sony PSX, and Windows  95(SDK) began to penetrate the market,
the Company  focussed its effort on the creation of an originally  produced game
property through OddWorld.                                                      

     As was publicly  reported in September 1994, CPTV embarked on a speculative
strategy  in  the  interactive   entertainment  business  when  CPTV  co-founded
OddWorld.  The decision to launch  OddWorld was part of a plan to diversify CPTV
from the lower margin "work for hire"  services  then being  performed by CPTV's
Alexandria,  Inc.,  subsidiary into the production of proprietary games designed
for  advanced  (32-bit and beyond)  platforms.  Under the "work for hire" model,
Alexandria  built  products  around  intellectual  property owned by major third
party  entertainment  publishers in exchange for certain  development fees and a
royalty from retail sales after development costs had been recouped.            

     The investment in OddWorld was intended to be an  alternative  strategy for
CPTV centered around  creating its own products and the underlying  intellectual
property.  However,  significant  cost escalations and time delays in OddWorld's
operations  required  CPTV to commit the majority of its resources to mature its
investment therein.  This investment eliminated some of the diversification that
CPTV  originally  had sought.  CPTV also  borrowed an  additional  $500,000 from
affiliates  to protect its  investment  in OddWorld  and  suplement  its working
capital needs and this resulted in total  expenditures by CPTV of  approximately
$3.7  million.  The game,  known as  "SoulStorm(TM),"  the first  product of the
proposed "StoryDwelling  Adventure" series, is still in development and will not
be completed until 1997. Several leading publishers  reviewed  SoulStorm(TM) and
expressed  a  significant  degree of  interest  in it.  In order to  ensure  the

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completion  and marketing of  SoulStorm(TM),  to look in and provide CPTV with a
substantial  return on its  investment,  and to allow it to divert its resources
into other  areas,  CPTV  agreed to sell its entire  interest  in OddWorld to GT
Interactive Software Corp. ("GT"), a NASDAQ-listed,  leading global publisher of
interactive entertainment, edutainment, and value-priced software.              

The Company's Subsidiaries                                                      
--------------------------                                                      

     CPTV has primarily  operated through its subsidiaries since its acquisition
of  Celluloid  Studios in August  1993.  The Company may or may not  continue to
operate in this manner after the  divestiture  of its OddWorld  investment.  The
following  describes  the  historic  areas of  participation  for the  Company's
subsidiaries.                                                                   

     Alexandria.  In November 1994, CPTV completed the acquisition of the entire
outstanding capital stock of Alexandria, Inc.                                   

     Alexandria was formed on July 2, 1992 as a California  corporation,  and is
located in San Luis  Obispo,  California.  As Visions  Unlimited,  a  California
general  partnership,  Alexandria  was  previously  involved in the  creation of
interactive  entertainment  software for use on the most popular home video game
systems  including  Sega  Genesis,  Super  Nintendo,  Sega  CD,  and 3DO  CD-ROM
platforms.                                                                      

     Alexandria had historically  provided contract services for game production
with  TekMagic,  Inc., who later assigned their interest in Sylvester and Tweety
in Cagey Capers to Time Warner Interactive, U.S. Gold, Inc. (for a game based on
the Atlanta 1996 Summer Olympic Games),  InterPlay Productions,  Inc. and Virgin
Interactive  Entertainment,  Inc., who later  divested the Warner  licensed game
"Demolition Man" to Acclaim Entertainment.                                      

     OddWorld.  On  September  27, 1994,  CPTV,  through KG Squared,  Inc.  ("KG
Squared"),  committed to invest $2,252,646 for the purpose of seeding OddWorld's
start-up  and  creation  of an  original  series of  interactive  games  through
OddWorld Inhabitants, a privately-held Delaware corporation ("OddWorld").       

     In return for CPTV's investment,  it received 49% of the outstanding voting
common  stock  of  OddWorld  and  100%  of the  outstanding  non-voting  Class A
preferred stock. The other two individual  founders of OddWorld  retained 51% of
the voting common stock of OddWorld. Non-voting common stock amounting to 10% of
the  equity  of  OddWorld  had been  reserved  for  issuance  to  non-management
employees  and  officers of OddWorld,  of which 3% had been  issued.  Non-voting
common stock amounting to another 10% of equity was  additionally  owned by CPTV
through Alexandria.                                                             

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     OddWorld was formed in 1994 as a Delaware corporation and is located in San
Luis Obispo,  California.  CPTV made the investment in OddWorld  because it felt
there were very few well qualified  computer graphic imagery (CGI) producers and
real-time  3D animators  of  OddWorld's  caliber and it wanted to create its own
intellectual  property  rather  than  continue  to  produce  games  for  outside
companies which were more dependent on third-party  content.  OddWorld's overall
production  experience and its high end 3-D computer graphics  history,  coupled
with its personnel's knowledge of film, choreography,  and environmental design,
provide a powerful new element to the process of video game production.         

     When CPTV  acquired its  interest in OddWorld,  the parties had agreed on a
budget of approximately $2.3 million for development of SoulStorm(TM), the major
asset of  OddWorld.  At that time,  the  founding  principles  anticipated  that
SoulStorm(TM) would be marketable in late 1996. Significant delays occurred, and
development  of  SoulStorm(TM)  has  cost  approximately  $3.7  million  and was
expected to cost an additional $1 million or more,  and the release date slipped
to late 1997.                                                                   

     Through September 13, 1996, CPTV and its affiliates had been called upon to
provide  100%  of the  financing  for the  development  of  SoulStorm(TM).  CPTV
completed  its  purchase  of the Series A Preferred  Stock in or about  February
1996, and continued to loan additional funds to OddWorld  necessary for OddWorld
to continue the development of SoulStorm(TM). In May and June 1996, OddWorld was
in need of  additional  working  capital.  Even though CPTV had no obligation to
advance  additional  working  capital at that time, no other source of financing
was  available  to  OddWorld  and CPTV felt it was  imperative  to  protect  its
investment in OddWorld.  In July 1996, OddWorld entered into a Loan and Security
Agreement  whereby it acknowledged  that CPTV had loaned $769,000 in addition to
the  Series A  Preferred  investment,  and in which  CPTV  agreed to  advance an
additional  $500,000 by September 1, 1996.  On August 30,  1996,  CPTV  advanced
$64,300 (which amount was in excess of the required $500,000). In addition, CPTV
has  provided   OddWorld  with  a  guarantee   allowing   OddWorld  to  purchase
approximately  $275,000  worth of equipment  and CPTV,  through its  Alexandria,
Inc.,   subsidiary,   has  leased  OddWorld  extensive   additional   equipment.
Consequently,  CPTV believes that it provided OddWorld with  approximately  $3.7
million in  financing,  an amount  which has been  insufficient  to complete the
development of  SoulStorm(TM)  after a two year period because of  unanticipated
time delays and significant budget overruns.                                    

     In the  Loan and  Security  Agreement,  OddWorld  granted  CPTV a  security
interest in all of OddWorld's  tangible and intangible  assets to  collateralize
the  repayment  obligation  for both the  $769,000 and the  $500,000  loans.  In
addition,  the loans are  convertible  into OddWorld Class A common stock at the
rate of $230 per share. The Loan and Security Agreement required interest at 12%
per  annum,  and  repayment  on demand at any time on or after  the  earlier  of
September 1, 1996 or such time as a third party acquires  CPTV's entire interest
in OddWorld. At the time that OddWorld and KG entered into the Loan and Security

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Agreement,  OddWorld and KG were engaged in negotiations with GT relating to the
GT  Transactions.  CPTV has agreed not to exercise its conversion  right pending
the closing of the GT Transactions.  The repayment obligation under the Loan and
Security  Agreement were  deferred,  pending CPTV  shareholder  approval and the
release  from escrow of the  documents  and funds  necessary  to complete the GT
Transactions, as described below.                                               

     On September 13, 1996, the parties  executed  agreements for the completion
of a related series of transactions  whereby CPTV would sell its entire debt and
equity  interest  in  OddWorld  to  GT,  and GT  would  make  certain  financial
commitments to OddWorld (the "GT Transactions").  The transactions  contemplated
by these agreements (the "GT Agreements") involve OddWorld,  Ms. McKenna and Mr.
Lanning, CPTV and KG:                                                           

     In a complex  series of  transactions,  CPTV agreed to sell its interest in
     OddWorld  by  exchanging  its  Class A and B  Common  Stock  and  Series  A
     Preferred  Stock for a  newly-created  voting  Series B Preferred  Stock of
     OddWorld,  and then to sell to GT all of this Series B Preferred  Stock and
     assign all  "Affiliate  Indebtedness"  to GT for $7 million  less  accrued,
     unpaid expenses as of August 16, 1996 (approximately $175,000).  "Affiliate
     Indebtedness"  includes  all  amounts  owing  under  the Loan and  Security
     Agreement,  including the $769,000 and the $500,000 loans described above,"
     amounts owed to Alexandria for rental and other payments, and other amounts
     owing by  OddWorld to CPTV,  Alexandria,  or any other  affiliate  of CPTV,
     including  the  $64,300  advance  made on August  30,  1996.  In  addition,
     Alexandria  conveyed  all of its  assignable  assets  (including  software,
    hardware, fixtures, and contract rights associated therewith) to OddWorld.

     GT also  agreed to  provide  additional  financing  to enable  OddWorld  to
     complete SoulStorm(TM),  and OddWorld entered into new employment agreement
with its management.                                                  

     The GT Transactions were closed on September 13, 1996. However, because the
GT Transactions  required  approval of the  shareholders of CPTV, all agreements
and funds were placed in escrow pending CPTV shareholder  approval.  Shareholder
approval was obtained on November 15, 1996.                                     

     In  accordance  with  the  GT  Agreements,  the  escrow  agent  for  the GT
Transactions  (Republic  National  Bank of New  York)  is  retaining  10% of the
purchase price  ($700,000 plus interest  earned on the deposit) in escrow for an
additional two years.  The purpose of this holdback escrow is to provide GT with
potential   recourse   against  any  valid  future  claims  should  any  of  the
representations  and  warranties  made  to it by  CPTV  or  KG in  the  Purchase
Agreement lead to any valid claims against CPTV's interest. Under the agreement,
GT may make no claim  unless  the total of all  claims  results in damages to GT
exceeding $100,000. Thereafter, GT may claim all damages suffered as a result of
breaches  of  representations  and  warranties  in excess of  $100,000,  but all
potential future claims and liabilities  will be capped at  $2,000,000 of the   

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original  $7,000,000  purchase price (such cap including the $700,000 holdback).
In the agreements  with GT, CPTV made numerous  representations  and warranties,
including  a  representation   that  the  intellectual   property   included  in
SoulStorm(TM) is owned by OddWorld.  Based on its knowledge,  CPTV believes that
the  representations  and  warranties  were  true and  correct  in all  material
respects when made. CPTV does not anticipate  that any  substantial  claims will
arise therefrom. It must be recognized, however, that no assurances can be given
in this regard,  and that if any claim does arise and is found to be valid, CPTV
could incur total liabilities of up to $2,000,000 (including defense costs) over
the next two years.                                                             

     Celluloid Studios.  In August 1993, the Company acquired Celluloid Studios,
Inc., a Colorado corporation  ("Celluloid  Studios") which has produced over 100
commercials  utilizing live action,  animation,  and combinations of live action
and computer  generated  effects.  Effective May 31, 1995,  the Company sold its
interest in Celluloid  Studios to Visitor,  Inc. As consideration  for the sale,
Celluloid  repaid in full a $100,000 working capital loan outstanding from CPTV.
In addition,  the purchaser  paid CPTV $100,000 cash and issued CPTV a 30 month,
12% promissory note in the amount of $220,000.  All required  payments have been
made by Celluloid Studios on time as of this filing and the outstanding  balance
for this Note is now $111,206 with a maturity of December 19, 1997.  The note is
secured by substantially all of the assets of Celluloid.                        

     CPTV had  purchased  Celluloid  in 1993  with the  intent of  adapting  its
animation capacity to the production of interactive content for PCs and advanced
video  game  systems.  Subsequent  to  the  Celluloid  purchase,  CPTV  acquired
Alexandria, Inc. ("Alexandria"), an already established game production company,
and invested in OddWorld.  The Alexandria and OddWorld acquisitions allowed CPTV
to focus  its  energies  on  building  its  software  development  holdings  and
producing  leading  edge  games  on  next  generation   platforms  and  advanced
multi-media  PCs.  Consequently,  CPTV  concluded that  Celluloid's  emphasis on
animated  commercials  was no longer  consistent  with CPTV's core plan to build
interactive entertainment for the consumer marketplace.                         

     As a result of the  sale,  CPTV has  treated  Celluloid  as a  discontinued
operation during the fiscal year ended August 31, 1995.                         

Current Business of CPTV                                                        
------------------------                                                        

     Currently CPTV has two subsidiaries,  KGSI and Alexandria. Neither of these
subsidiaries is currently engaged in any significant operations.  As a result of
shareholder  approval of the GT  Transactions,  CPTV no longer has any direct or
indirect  interest  in  OddWorld,  SoulStorm(TM),  or certain of the  Alexandria
assets  which were  conveyed to OddWorld  as a part of the GT  Transactions.  In
November  1996,  CPTV  received  approximately  $6,167,000  as a  result  of the
completion of the GT Transactions.  (CPTV received an additional $14,000 accrued
interest in December 1996.) The remaining $700,000 is being  retained in the    

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holdback  escrow which is being  reasted as  restricted  cash on CPTV's  balance
sheet.  In September  1998 the funds in the holdback  escrow will be released to
CPTV unless a valid claim is  authorized  therein and this  reduces the holdback
provision.                                                                      

     In addition,  OddWorld  assumed all liabilities with respect to third party
leases of  equipment  and loans  collateralized  by  equipment  which  have been
guaranteed  by CPTV.  This resulted in the return of  approximately  $335,000 to
CPTV in addition to the purchase price.                                         

     Initially,  KG and CPTV will use the  proceeds to pay all  existing  debts,
professional  fees,  and expenses  (estimated  to be  approximately  $900,000 at
August 31, 1996,  including the $500,000  loan plus interest  payable to Messrs.
Kim and Gary  Magness and Gary Vickers for the loan made in July 1996 to provide
financing to OddWorld).  CPTV continued to incur expenses in connection with its
operations,  and legal and accounting  costs relating to the GT  Transactions in
amounts which will be determined in connection with CPTV's  quarterly  report on
Form 10-QSB for the quarter ended November 30, 1996.                            

     As a result  of the  completion  of the GT  Transactions,  CPTV will have a
substantial  amount of liquid  capital which it will invest in  certificates  of
deposit,  short-term  obligations  of the  United  States  government,  or other
suitable  short-term  investments.  The CPTV Board of  Directors  will  consider
various  alternatives  for CPTV,  including  (without  limitation)  seeking  and
considering other business opportunities that may be presented to CPTV or making
a partial or full  distribution of the net cash proceeds to the shareholders or,
possibly, a liquidation. CPTV may also consider a corporate stock repurchase if,
in the opinion of the Board of Directors, circumstances so warrant. The Board of
Directors  believes that CPTV may be an attractive merger or acquisition  target
for successful businesses that may be in need of additional working capital or a
public  shareholder base. Such a transaction will possibly give the shareholders
of CPTV an interest in a related or new line of business and the  opportunity to
grow with the business  combination.  If after a  reasonable  period of time the
Board of Directors has not identified any business combinations that it believes
its  shareholders  will  support,  the Board will consider the  alternatives  of
paying cash dividends to  shareholders,  or recommending  to the  shareholders a
full  liquidation  of the Company.  Any dividend or  liquidation  would have tax
consequences on shareholders which the Board would have to consider at the time.
Furthermore,  the Company would have to ensure that it retained sufficient funds
for an  extended  period  of time (up to two years  and  $2,000,000  or more) to
ensure  that  CPTV  had  provisions  for any and all  potential  and  contingent
liabilities with respect to  representations  and warranties,  and other issues.
Consequently  if any  payment to  shareholders  (whether  by way of  dividend or
liquidation) is to occur,  it would likely entail at least two different  payout
stages.  The Board has made no  determination  with respect to the foregoing and
initially  has set out and  directed  management  to actively  look for suitable
business combinations.                                                          

     Although it believes that it has  developed a specialized  knowledge of the
interactive entertainment industry, CPTV does not propose to restrict its search
for investment  opportunities to any particular industry.  CPTV anticipates that

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the  selection  of a business  opportunity  will be a complex  process  and will
involve a number of risks  since  emerging  growth  business  opportunities  are
inherently  more  volatile  than  mature  businesses.   As  a  result  of  rapid
technological  advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the available
capital which CPTV will have or the benefits of a publicly  traded  corporation,
or both.                                                                        

     CPTV  anticipates  that  business  opportunities  will  be  brought  to its
attention   from  various   sources,   including  its  officers  and  directors,
professional   advisors   such  as   attorneys   and   accountants,   securities
broker-dealers,  venture capitalists,  members of the financial  community,  and
others who may present unsolicited proposals.                                   

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity will be made upon management's  analysis of the quality of the other
firm's  management and personnel,  or the ability of CPTV's management to assume
management of the target firm; the anticipated  acceptability of new products or
marketing  concepts;  the merit of  technological  changes;  and numerous  other
factors  which  are  difficult,  if  not  impossible,  to  analyze  through  the
application  of any  objective  criteria.  In  many  instances,  the  historical
operations  of a  specific  firm may not  necessarily  be  indicative  of future
potential  due  to  proposed  remedial  measures  such  as  to  shift  marketing
approaches,  expand operations, change product emphasis, change or substantially
augment management or make other changes.  CPTV may be dependent upon the owners
of a business  opportunity  to  identify  problems.  If CPTV  participates  in a
business  opportunity  with a  newly  organized  firm or  with a firm  which  is
entering a new phase of growth, CPTV will incur further risk since management of
the target  company in many  instances  will not have  proved its  abilities  or
effectiveness.  It can be  expected  that a market for such  firm's  products or
services  may not be  established,  and the  profitability  of the firm  will be
unproven and unpredictable.                                                     

     CPTV's Board of Directors  has the  authority  to effect  certain  business
combinations  without  submitting  the  proposal to the  shareholders  for their
consideration.  In some  instances,  however,  the proposed  participation  in a
business opportunity or alternatively the full liquidation of the Company may be
submitted to the shareholders for their consideration, either voluntarily by the
Board of Directors to seek the shareholders' advice and consent, or because of a
requirement  of state law to do so. Any  shareholder  vote will be  solicited in
accordance  with the  applicable  rules and  regulations  of the  Securities and
Exchange Commission and state law.                                              

     The Board of Directors and management of CPTV believe that the shareholders
of CPTV have  historically  not been  able to  realize  the full  value of their
holdings as the price of the CPTV common stock as reflected on the  NASDAQ-Small
Cap market has consistently carried a market  capitalization  reflecting a steep
discount to CPTV's book value per share.  Given the current  depressed  price of
CPTV common stock  management of CPTV may at some time  recommend that the Board
of  Directors  consider  distributing  a  portion  of the  proceeds  from the GT
Transactions to shareholders as a dividend or  alternatively  fully  liquidating
the company  while  providing  for  contingent  liabilities.  If made,  any such
distribution or liquidation may have tax  consequences to the CPTV  shareholders
receiving the dividend or return of capital.  CPTV may also consider a corporate
stock repurchase if, in the opinion of the Board of Directors,  circumstances so
warrant.                                                                        

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(1) Principal products or services and their markets                            

     As a result of the completion of the GT Transactions, the Company no longer
develops any products or provides any significant services.  Therefore this item
is not applicable.                                                              

(2) Distribution methods of the products or services                            

     As a result  of the  completion  of the GT  Transactions,  this  item is no
longer applicable.                                                              

(3) Status of any publicly announced new product or service                     

See Item 1b, above.                                                   

(4) Competitive business conditions                                             

     Competition in the interactive  entertainment  industry has been very high,
with a number of very  large  companies  with  significantly  greater  financial
resources   than  CPTV   developing   games  and  other  forms  of   interactive
entertainment.  Nintendo  and Sega  dominate  the  market  for  electronic  game
platforms,  but  there  are  numerous  independent  publishing  and  development
companies  who  produce  games under  license to Nintendo or Sega.  Sony is also
trying to aggressively  enter into the business with the introduction of its new
Playstation  game console.  Electronic  Arts, GT  Interactive,  Acclaim,  Sierra
On-Line,  Interplay  Activision,  Broderbund and a handful of others are some of
the dominant  independent  producers of video game  software for the PC and game
consoles.  There have also been many new announcements  regarding  well-financed
Silicon Valley based companies that are attempting to pursue similar  businesses
to that of the Company.                                                         

     As a result of the completion of the GT Transactions,  however,  CPTV is no
longer engaged in the development of interactive entertainment.  The divestiture
of the OddWorld  interest  leaves CPTV with  predominantly  a cash balance sheet
with no  substantive  operation's  reported  on its income  statement.  As noted
above, while management  believes that it has developed a specialized  knowledge
of the interactive entertainment industry, CPTV does not propose to restrict its
search for investment opportunities to any particular industry. CPTV anticipates
that the selection of a business  opportunity will be a complex process and will
involve a number of risks since  emerging  growth  business risk. As a result of
rapid  technological  advances  being made in some  industries  and shortages of
available  capital,  management  believes that there are numerous  firms seeking
either the available  capital which CPTV will have or the benefits of a publicly
traded corporation, or both.                                                    

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(5) Sources and availability of raw materials and equipment                     

Not applicable.                                                       

(6) Dependence on one or a few major customers                                  

     Although  Alexandria had  historically  been highly dependent on five major
publishers,  who  provided  100%  of  its  revenue,  these  publishers  did  not
contribute  significantly to CPTV's consolidated revenues during the 1996 fiscal
year. As a result of the completion of the GT  Transactions,  however,  on a pro
forma basis CPTV does not have any significant  amount of consolidated  revenues
from operations.                                                                

(7) Patents, trademarks,  licenses, franchise,  concessions, royalty agreements,
or labor contracts, including duration                                          

     The Company has divested all rights it had to intellectual property, tools,
trademarks and patents in the GT Transactions. As a result, neither CPTV nor its
subsidiaries  own  any  patents,  registered  trademarks  or hold  any  material
licenses at this time.                                                          

(8) Need for government approval                                                

Not applicable.                                                       

(9) Effect of existing or probable government regulation                        

Not applicable.                                                       

(10) Research and development expenditures                                      

     CPTV has made no  expenditures  for  research  and  development  activities
during the past two years except certain game  development  cost, and it has not
participated  in any  customer-sponsored  research  and  development  activities
during  that  period.  From  time to time  during  periods  of idle  development
capacity Alexandria has historically  invested in internal proprietary tools and
technology.                                                                     

(11) Costs and effects of compliance with environmental laws Not applicable.    

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(12) Number of total employees and number of full time employees.               

     As of  November 2, 1996,  CPTV and its  consolidated  companies  employed 2
full-time  and 2  part-time  personnel.  There are  currently  no  employees  of
Alexandria.  As a result  of the  completion  of the GT  Transactions  effective
September 13, 1996, these employees are not consolidated with CPTV.             

ITEM 2.  DESCRIPTION OF PROPERTY                                                
-------  -----------------------                                                

     Neither  CPTV  nor  any of its  subsidiaries  own  any  interests  in  real
property.  CPTV and each of its  subsidiaries  have  historically  leased office
space from  unaffiliated  parties  at rates  which are  determined  by the local
markets.                                                                        

ITEM 3.  LEGAL PROCEEDINGS                                                      
-------  -----------------                                                      

     The Company is a not a party to any material  threatened or pending  claims
as of the date of this report.                                                  

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    
-------  ---------------------------------------------------                    

None.                                                                 

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 PART II

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS     
-------  ------------------------------------------------------------------     

(a)      Market Information.                                                    

     The  Company's  Common  Stock is  publicly  traded in the  over-the-counter
market and, since November 12, 1993, has been quoted on the National Association
of Securities  Dealers,  Inc.'s Automated  Quotation System ("NASDAQ") Small Cap
Market under the symbol "CPTV." The range of high and low bid quotations for the
Company's  Common Stock as provided by NASDAQ since it began trading is provided
below.  These  over-the-counter  market quotations reflect  inter-dealer  prices
without retail markup, markdown or commissions and may not necessarily represent
actual transactions.                                                            

                                 Bid Price
                                 ---------
For the Quarter Ended                  Low        High        
---------------------                  ---        ----        

1994                                                          
November 30                          $1.875       $2.56       

1995                                                          
February 28                          $1.50        $2.1975     
May 31                               $1.125       $2.625      
August 31                            $1.50        $2.625      
November 30                          $1.875       $2.00       

1996                                                          
February 20                          $0.531       $1.125      
May 31                               $0.375       $0.75       
August 31                            $0.188       $0.50       
August 31 to date                    $0.375       $1.3125     

(b) Holders.                                                                    

     (b)(1)  The  number of record  holders  of the  Company's  Common  Stock on
December  30,  1996 was 73.  This does not  include an  indeterminate  number of
shareholders whose shares are held by brokers in street name.                   

(b)(2) Not applicable.                                                

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(c)  Dividends                                                                  

     Dividends  are  payable on Common  Stock  when,  as, and if declared by the
Board of Directors out of funds legally  available to pay dividends,  subject to
any preferences  which may be given to holders of preferred  stock.  The Company
has paid no cash dividends to date, however,  the Board may consider the payment
of dividends or consider  options to fully liquidate in the future.  The Board's
policy on these  issues will be in part driven by whether the public  market for
its stock continues to trade at significant  discounts to its cash value or book
value per share and whether a dividend  would  serve to generate  full value for
CPTV's  shareholders.  The Company's  ability to pay dividends to holders of its
common stock is not subject to any contractual limitations.                     

     The Series A Preferred  Stock is entitled to dividends on the same basis as
paid to the holders of common stock, whether or not the Series A Preferred Stock
has  previously  been  converted  into  common  stock.  (See  Item 12,  "Certain
Relationships and Related Party Transactions," below.)                          

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION                                                  
--------------------------------------------------------------------------------

Introduction/General Discussion                                                 

     For the past two years,  CPTV has fully  concentrated  on and committed its
financial  resources to the development of advanced platform (32 bit and beyond)
interactive  entertainment  (game) products.  CPTV initiated its efforts in this
industry  sector by acquiring  Alexandria,  Inc., in 1994. At the time that CPTV
acquired  Alexandria,  the market for 16 bit game consoles and related software,
namely for  Nintendo and Sega brands,  had fully  matured and industry  analysts
were  projecting a vast and immediate  replacement of the 30 million plus 16 bit
game console  systems  installed in the home by the new and improved 32 bit game
systems which promised much more advanced graphics and game play mechanics.     

     Citing these trends,  CPTV  anticipated a fast growing and emerging  market
opportunity  for companies that could produce new and unique  software for these
advanced  game  platforms.  The  market  formation  and  adoption  of these  new
platforms was,  however,  much slower to develop than the Company had predicted.
The 16-bit industry dramatically dropped prices and Nintendo and Sega introduced
new applications and titles to maintain market share for older systems.         

     These  efforts  delayed the timely  formation of a  meaningful  32 bit game
console installed base and depressed the industry,  making it more difficult for
new  entrant  companies  such as CPTV,  who were  relying on the  revenue  curve
guaranteed by timely  replacement of older systems and the associated demand for
32  bit  software.   During  this  period  in  1994-1995,  CPTV  recognized  the
difficulties in the market and set forth in the business cautiously with a      

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defensive  business  model.  The  Company  deployed  the  majority  of its  game
development  capacity in  1994-1995  towards  building  for outside  third-party
publishers,  rather than focusing on its own publishing  efforts,  which is very
capital  intensive.  This  strategy  staved  off  some of the risk  inherent  in
developing  interactive  game software  during a period when it was difficult to
justify the expense of a speculative  publishing  effort with a small  installed
base of 32 bit platforms.                                                       

     CPTV  initiated  its  original   development  and  publishing   efforts  by
co-founding and capitalizing a start-up company, Off World Entertainment,  Inc.,
d/b/a OddWorld  Inhabitants,  Inc. The decision to launch OddWorld was part of a
plan to diversify CPTV from the lower margin "work for hire" services then being
performed  by  CPTV's  Alexandria,  Inc.,  subsidiary  into  the  production  of
proprietary games designed for advanced (32-bit and beyond) platforms. Under the
"work for hire" model,  Alexandria built products around  intellectual  property
owned by major  third party  entertainment  publishers  in exchange  for certain
development  fees and a royalty  from retail sales after  development  costs had
been recouped.                                                                  

     The  investment  in  OddWorld  was  designed  to  be  an  alternative  more
speculative  strategy for CPTV centered around creating its own products and the
underlying intellectual property. However, significant increases in the proposed
development  cost and time delays in OddWorld's  product  release dates required
CPTV to dedicate most of its resources towards OddWorld to mature its investment
therein.  This eliminated some of the  diversification  that CPTV originally had
sought,  curtailed activities at Alexandria.  CPTV invested substantially all of
its 1996 capital budget into OddWorld,  and borrowed an additional $500,000 from
affiliates to protect its shareholders investment in OddWorld resulting in total
expenditures  by  CPTV  of  approximately  $3.7  million.  The  game,  known  as
"Soulstorm(TM)  ," the first product of the proposed  "StoryDwelling  Adventure"
series,  is still in development  and will not be completed  until late 1997. In
order to ensure the  completion and marketing of  Soulstorm(TM);  to lock in and
guarantee  CPTV a  substantial  return on its  investment;  and to allow CPTV to
divert its resources  into other  opportunities;  CPTV agreed to sell its entire
interest in OddWorld to GT Interactive  Software Corp.  ("GT"), a NASDAQ-listed,
leading  global  publisher  of  interactive  entertainment,   edutainment,   and
value-priced software.                                                          

Liquidity and Capital Resources                                                 
-------------------------------                                                 

     The Company's  primary source of liquidity and working capital derived from
the public offering  completed in November 1993. The Company  subsequently  used

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proceeds  primarily to acquire Alexandria and to create and finance OddWorld and
its initial title Soulstorm(TM), an original advanced 32 bit CD ROM game product
slated for Sony's new 32 bit  Playstation  (PSX)  game  console  and  Windows 95
platforms.  In  addition,  the Company has used a portion of its net proceeds to
finance its operations.                                                         

     CPTV's  investment  in  OddWorld  during  1996  was  $3.7  million.  Delays
encountered in the completion of Soulstorm(TM)  project had a negative impact on
CPTV's  liquidity  and  the  Company  and  the  OddWorld  principals   commenced
discussions with various game publishers in early 1996 regarding the acquisition
and publishing of OddWorld and the  Soulstorm(TM)  title. The Company  completed
the GT Transactions in September 1996 (subject only to CPTV shareholder approval
which was obtained on November 15, 1996) and funds were  released from Escrow on
November 18, 1996.                                                              

     As a result of the completion of the GT Transactions,  CPTV's liquidity and
capital resources changed significantly after September 13, 1996. (See pro forma
balance sheet included as a part of the financial  statements  attached hereto.)
CPTV  conveyed  assets in which it had a total  debt and  equity  investment  of
approximately $3,700,000 to GT and received net cash of approximately $6,200,000
(including  the purchase  price and the return of collateral  less  professional
fees and  approximately  $500,000 in affiliated  debt).  The escrow  holdback of
$700,000  is  included  in this  $6,200,000  estimation  and will be  treated as
restricted cash on CPTV's balance sheet.                                        

     At this  time,  CPTV has no capital  commitments  for the use of these sale
proceeds but will, as discussed above, consider various alternatives.           

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Results of Operations                                                           
---------------------                                                           

     General  Discussion.  CPTV recognized a consolidated net loss of $3,790,681
or $1.16 per share for the year ended August 31, 1995, verses a consolidated net
loss of  $1,438,688  or .43 per share for the year ended August 31, 1996.  These
net losses do not  include  any  financial  benefit to CPTV from the  subsequent
September 13, 1996 (fiscal 1997) disposition of its OddWorld  investment,  which
will result in a significant  one time net income gain to CPTV of  approximately
$4,000,000  during the first  quarter  November  30,  1996 of CPTV's 1997 fiscal
year.                                                                           

     During   fiscal  1996,   the   Company's   total   revenues  were  $60,560,
significantly  reduced from $412,936  total  revenues in fiscal 1995.  The lower
revenues  reflect a change in CPTV's  business  plan whereby it ceased  offering
game  development  services  which were  reflected  as revenues,  and  commenced
expenditures of its own game product which was not a revenue producing  activity
in fiscal 1996. This reduction in revenues was also due to the 1995 sale by CPTV
of its Celluloid Studios  subsidiary,  effective May 31, 1995, and its reduction
and  eventual  termination  of  operations  of  its  Alexandria  subsidiary.  In
addition,  while  OddWorld's  Soulstorm(TM)  game was originally  intended to be
completed for distribution in 1996 which would have generated revenues,  release
date delays and development cost increases contributed to year end deficits.    

     CPTV's  liabilities  increased  significantly  in the third  quarter  ended
August 31,  1996 as it was forced to borrow  money to sustain  and  protect  its
investment in OddWorld. Professional fees incurred for legal and accounting also
increased  significantly which were primarily  associated with due diligence and
transactional cost associated with the OddWorld divestiture.                    

     CPTV's  stand  alone  loss in 1996 was  $1,179,078  million.  Approximately
$415,000  of  this  amount  associated   primarily  with  legal  and  accounting
professional  fees and the remainder  associated with  administrative  salaries,
insurance,  travel and games  project  costs  which will not be  completed  as a
result of completing the GT Transaction.                                        

     Because of the  completion  of the GT  Transaction  in the first quarter of
fiscal 1997,  CPTV expects that its  operating  expenses  will be  significantly
reduced during the current fiscal year,  although CPTV has incurred  expenses in
connection  with the completion of the GT Transaction and will incur expenses in
reviewing other business opportunities.                                         

     OddWorld.  The Company's OddWorld  subsidiary was a primary  contributor to
CPTV's  consolidated  loss as it reported a stand alone loss of $881,660 for its
August 31, 1996 year as compared to $397,000 for 1995.  Increased accounting and
legal  fees  and  administrative  fees  accounting  for  approximately  $500,000
(incurred  at  CPTV)  were  also  directly  allocable  to  the  recent  OddWorld
divestiture.  Overall,  the increases in OddWorld  losses are  attributable to a
significantly  larger  permanent staff necessary to support the maturing product
development effort with respect to the Soulstorm(TM) title publishing effort.   

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     The  Company's  decision  to  support  the  OddWorld   subsidiary  and  its
associated  publishing  efforts proved to be a good investment as it was able to
liquidate  its 50% interest  therein for a gross  purchase  price of $7 million.
This sale was realized on a total investment of approximately $3.7 million.  The
Company  projects it will report net income of  approximately  $4 million in its
first quarter ended November 30, 1997 as a result of the OddWorld divestiture.  

     Alexandria. Alexandria ceased its operations in November 1995 and no longer
has any  employees.  Prior  to that  date,  Alexandria  took  advances  from its
publishing  clients and designed and built  interactive video games on a turnkey
basis.  While  Alexandria  deployed a defensive  business  strategy by accepting
third-party monetary advances against future product royalty streams, Alexandria
severely  suffered from some of the repercussions of a difficult game publishing
environment  because  publishers  were more price  sensitive  and let fewer game
development and porting  contracts during fiscal 1995 and 1996.  Publishers also
canceled  several  contracts  with  Alexandria,   citing  its  failure  to  meet
milestones and market  conditions.  Alexandria's  revenues and performance  have
been severely  impacted in the process  declining  from $413,000  during 1995 to
only $60,560 in 1996.                                                           

     As a consequence of these losses and other factors, including the inability
of  Alexandria's  management  to win  contracts  for new  business  resulting in
declining  year to year  revenues  and  increasing  net losses,  and the loss or
failure to perform on certain  contracts,  CPTV's Board of Directors  determined
that a restructuring,  incorporating a change in management along with attrition
of certain employees and a reduction in general and  administrative  overhead at
Alexandria,  was  in  order.  Accordingly,  effective  November  20,  1995,  the
employment  relationships with several of the management personnel and employees
at Alexandria  were ended.  Although CPTV took  immediate and decisive  steps to
downsize and curtail  Alexandria's  losses,  operating cost and impaired product
development  cost, which was expensed,  caused Alexandria to report a $1,699,500
million loss for the year ended  August 31, 1996,  verses a loss of $654,000 for
the year ended 1995.                                                            

Impact of Inflation                                                             
-------------------                                                             

     The Company  believes that its activities  are not  materially  affected by
inflation.                                                                      

Recently enacted accounting pronouncement:                            

     The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
Financial  Accounting  Standards  No.  121 (SFAS No.  121),  Accounting  for the
Impairment of Long-Lived  Assets and  Long-Lived  Assets to be Disposed of. SFAS
No. 121 is effective for fiscal years  beginning  after  December 15, 1995.  The
Company's  management has elected early adoption of this standard.  SFAS No. 121
establishes   recognition  and  measurement  standards  for  the  impairment  of
long-lived  assets  expected  to be held and used and  long-lived  assets  to be
disposed of. Generally,  assets to be held and used in operations are considered
impaired if the sum of expected  undiscounted future cash flows is less than the
assets'  carrying  amount.  If an impairment is indicated,  the loss is measured
based on the amount by which the assets'  carrying value exceeds its fair value.
Assets to be disposed of are  reported at the lower of their  carrying  value or
fair value less estimated  selling costs.  Based on its review,  the company has
recognized  an  impairment  loss related to the excess  purchase  price over net
assets acquired (Note 5).                                                       

     In  addition,  the FASB  issued  SFAS No. 123  Accounting  for  Stock-based
Compensation.  SFAS No. 123 defines a fair-value-based  method of accounting for
stock-based  employee  compensation  plans and  transactions  in which an entity
issues its equity  instruments  to acquire goods or services from  nonemployees.
SFAS No. 123 allows entitles to measure  compensation  costs related to employee
stock plans by either using the  fair-value-based  method or  continuing to uise
the  intrinsic-value-based  method  prescribed  in Accounting  Principles  Board
Opinion No. 25  Accounting  for Stock  Issued to  Employees  (APB No.  25).  The
effective date of the statement is for years  beginning after December 15, 1995.
No material  financial  statement  impact  form the  adoption of SFAS No. 123 is
expected as the Company  plans to continue to apply APB No. 25 for its  employee
stock plans. The Company has not yet determined when it will adopt SFAS No. 123.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            
-------  -------------------------------------------                            

     Financial statements prepared in accordance with Item 310 of Regulation S-B
follow the  signature  page and are listed in Item 13 of this  Annual  Report on
Form 10-KSB.                                                                    

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          
--------------------------------------------------------------------------------

None.                                                                 

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PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY                        
-------  -----------------------------------------------                        

(a)  Identification of Directors and Executive Officers.                        

     The following  table sets forth the names and  positions of the  directors,
executive  officers and key  employees  of the Company:                         

                                                                [Download Table]


                                               Term of Office
Name               Age      Position             as Director 
----               ---      --------             ----------- 

                                                             
Gary R. Vickers     37  President, Treasurer        July 1993
                        and Chairman of the                  
                        Board of Directors,                  
                        President, OddWorld                  
                        Inhabitants                Sept. 1994
                        President, Alexandria                
                        Studios                     Nov. 1995

Gary Magness        42  Director                    July 1993

A. Richard Berman   52  Director               September 1993

William Gladstone   46  Director*                October 1993

Craig K. Tanner     43  Director*                January 1994

Kim Magness             Advisory Consultant           N/A    

----------                                                                      

*    Messrs.  Gladstone,  and Tanner are members of the Company's  audit/systems
committee and compensation committee.                                 

     The  directors  of the Company  are  elected to hold office  until the next
annual meeting of shareholders and until their  respective  successors have been
elected and  qualified.  Directors are nominated for election by the Board;  any
shareholder  may nominate  directors  for election at a meeting  called for that
purpose  provided the  shareholder  complies with certain  advance  notification

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procedural  requirements including (without limitation) the requirement that not
less  than 60 days  before  the  record  date  for the  meeting  at  which  such
nomination  is  proposed  to be  made,  the  shareholder  proposing  to  make  a
nomination submits to the Corporate Secretary certain information  regarding the
proposed  nominee.  Officers of the Company are elected annually by the Board of
Directors and hold office until their successors are elected and qualified.     

     The  Company's  Audit/Systems  Committee  acts as the  liaison  between the
Company and its independent public accountants.  It's members consist of Messrs.
Gladstone and Tanner.  The  Audit/Systems  Committee held one meeting during the
fiscal  year  and met and  consulted  several  times  with  each  other  and the
Company's auditors by telephone.  The Audit/Systems Committee is responsible for
reviewing  and  approving  the  scope  of the  annual  audit  undertaken  by the
Company's  independent  accountants and will meet with the accountants to review
the  progress  and results of their  work,  as well as any  recommendations  the
accountants may offer. The Audit/Systems  Committee will also review the fees of
the independent  accountants and make  recommendations to the Board of Directors
as to the  appointment  of the  accountants.  In  connection  with the Company's
internal  accounting  controls,  the  Audit/Systems  Committee  will  review the
internal  controls and reporting  systems in place at the Company,  review their
accuracy  and  adequacy  with  management  and  with the  Company's  independent
accountants.                                                                    

     The Company's Compensation Committee also consists of Messrs. Gladstone and
Tanner.  The  Compensation  Committee  also held two meetings  during the fiscal
year. The Compensation Committee will review salaries,  bonuses, and other forms
of  compensation  for  officers  and  key  employees  of  the  Company  and  its
subsidiaries,  and  will  establish  salaries,  benefits,  and  other  forms  of
compensation  for  new  employees.  Included  in  the  Compensation  Committee's
responsibility  is  issuance  of stock  bonuses  and  stock  options  under  the
Company's two plans. In addition,  the Compensation  Committee will review other
matters  concerning  compensation  and  personnel as the Board of Directors  may
request.  The Compensation  Committee will design the Company's  compensation to
enable the Company to attract,  retain, and reward highly qualified  executives,
while  maintaining a strong and direct link between executive pay, the Company's
annual financial  performance,  and stockholder  return.  The Committee believes
that officers and certain other key employees should have a significant stake in
the  Company's  stock price  performance  under  programs  which link  executive
compensation to stockholder return.                                             

     Gary R.  Vickers  has been  the  President  and  Chairman  of the  Board of
Directors of the Company since its  formation in July 1993. In September,  1994,
he became  President  and a director  of  OddWorld.  In April,  1994 he became a
Director  and  in  November,   1995  President,   of  the  Company's  Alexandria
subsidiary.  Between 1991 and 1992 Mr. Vickers was employed by S.G.I. Corp., and
was the head of that firm's marketing and strategic planning for its entree into
on-line software and high-end  graphics  software  development for a proprietary
line of parallel super computers. S.G.I. Corp. worked to produce and market     

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a software product for on-line digital communications  directed at home delivery
of  information  services  accessible  via  personal  computers.  Prior  to  his
employment with S.G.I.  Corp., Mr. Vickers has been involved in numerous private
and public ventures,  inclusive of real estate  development,  investment banking
and other activities.                                                           

     Gary  Magness  has been a Director of the  Company  since July 1993.  Since
1976,  Mr. Gary Magness has helped to manage family  business  interests.  Since
1977 he has  served as  president  of Magness  Land and Cattle and of  Limousine
Cattle and Arabian  Corp.  Both entities are  primarily  engaged in  specialized
ranching and Arabian horse breeding.  Since 1987, Mr. Magness has also served as
Vice President of IPC Corporation,  a privately-held company that holds numerous
patents on plastic extrusion processes and compounds with potential  application
in  various  industrial  markets.  Mr.  Magness  took  courses in  Business  and
Agricultural Business at Western State College, Gunnison, Colorado.             

     Kim Magness has served the Company in an advisory capacity since July 1993.
Mr.  Magness  has  been a  director  of  Tele-Communications,  Inc.  ("TCI"),  a
publicly-traded  company,  since 1985,  representing  his family interest in the
cable industry. He also manages other family business interests, mostly ranching
and  breeding  Arabian  horses.  Since 1987,  he has also served as chairman and
president of IPC  Corporation,  a  privately-held  company  that holds  numerous
patents on plastic extrusion processes and compounds with potential  application
in numerous industrial markets. In 1977, Kim Magness received a B.S. degree with
a major in Finance from the University of Denver.                               

     The Magness  family's  interest in  livestock,  cattle,  and Arabian  horse
industries  are  widespread  and  comprehensive,   and  therefore  draw  upon  a
substantial  time  commitment on the part of Messrs.  Kim and Gary Magness.  The
comprehensive cable and programming interests of the Magness family, as publicly
reported in the annual  reports of TCI and Liberty  Media,  Inc., may also cause
certain  conflicts  of interest for Messrs.  Gary and Kim Magness.  See details,
below, in "Conflicts of Interest."                                              

     William  Gladstone has been a Director of the Company since  October,  1993
and has served as a consultant  to the Company  from time to time.  See Item 11,
below.  Mr.  Gladstone is the founder and  president  of Waterside  Productions,
Inc., a literary  agency and book packager  located near San Diego,  California,
specializing in books about computers,  technology and multimedia. Mr. Gladstone
founded  Waterside in 1982 and since then has been  devoting  substantially  his
full time to that  business.  With  Waterside,  Mr.  Gladstone  has developed an
expertise in the "how-to"  market and has negotiated a large number of contracts
between his clients and  publishers  for whom his clients  have  created  books,
videos, computer software, and CD-ROM products.  Among the books he has assisted
are DOS for Dummies (IDG Press) and The Secrets of the Game (Prima  Publishing).
Mr. Gladstone has also been  editor-in-chief of Arco Publishing  (1978-1980),  a
book company that  specialized in test  preparation  and how-to books,  and from
1980 to 1981 was senior  editor for trade books and  founding  editor for "Books

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for Professionals" for Harcourt Brace Jovanovich Publishing,  Inc. Mr. Gladstone
received a bachelor's  degree from Yale University in 1972 and a master's degree
from  Harvard  University  in 1976.  He is not the  director of any other public
company.                                                                        

     Craig Tanner  assumed a senior  management  position with Tele-TV,  Inc. in
October 1995.  From 1989 until 1995 he was Vice President,  Advanced  Television
Projects  for Cable  Television  Laboratories,  Inc.  a  non-profit  corporation
conducting  research  and  development   activities  for  the  cable  television
industry.  From March 1988 to May 1989, Mr. Tanner was Vice President,  Planning
for the Engineering  and  Development  Department of CBS Inc. Prior to 1988, Mr.
Tanner  held  various  positions  with CBS,  Inc.  and with Sony  Communications
Products  Company  (including  Business  and  Product  Manager  for Sony's  high
definition  systems video products).  Mr. Tanner received  bachelor's degrees in
Electrical  Engineering  and  Communications  from the University of Delaware in
1975, and a master's  degree in Business  Administration-Finance  from Fairleigh
Dickenson  University  in  1981.  He is not the  director  of any  other  public
company.                                                                        

     A. Richard Berman has been a Director of the Company since September, 1993.
Mr. Berman  received a bachelor of Science degree in Finance from the University
of Southern  California,  in 1964, and a Juris Doctor degree from the University
of Denver , School of Law, in 1967.  Mr. Berman  maintained his own law practice
for a period of 20 years in the Denver area,  engaged  primarily in the practice
of general  business law. During that time, and  thereafter,  he was involved in
numerous and varied  business  enterprises,  acting as an attorney,  real estate
broker,   or  a  principal.   Mr.   Berman  now  pursues   personal   investment
opportunities.                                                                  

(b)  Identification of Significant Employees.                                   

     Not applicable.  Prior to the sale of its interest in OddWorld, the Company
considered  Sherry  McKenna and Lorne Lanning to be significant  employees.  The
Company previously considered Charles E. Balthaser a significant employee, prior
to his departure.                                                               

(c)  Family Relationships.                                                      

     Gary  Magness  is  the  brother  of  Kim  Magness.  Richard  Berman  is the
brother-in-law of Gary R. Vickers. There are no other family relationships among
the officers, directors and significant employees.                              

(d)  Involvement in Certain Legal Proceedings:                                  

     During the past five years,  and except as disclosed  above, no director or
officer of the Company has:                                                     

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(1) Had any bankruptcy petition filed by or against him or any business of which
such person was a general  partner or executive  officer,  either at the time of
the bankruptcy or within two years prior to that time;                          

(2) Had any  conviction  in a  criminal  proceeding  or is  subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);    

(3) Been the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or   

(4) Been found by a court of competent  jurisdiction  (in a civil  action) or by
the  Securities  and  Exchange  Commission  or  the  Commodity  Futures  Trading
Commission to have violated a federal or state  securities or  commodities  law,
and the judgment or finding has not been subsequently  reversed,  suspended,  or
vacated.                                                                        

(e) Compliance with Section 16(a) of the Exchange Act                           

     Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
requires the Company's  directors and officers and persons who own more than ten
percent of the  Company's  equity  securities,  to file reports of ownership and
changes in ownership with the Securities  and Exchange  Commission  (the "SEC").
Directors,  officers and greater than ten- percent  shareholders are required by
SEC  regulation  to furnish the Company with copies of all Section 16(a) reports
filed.                                                                          

     Based  solely on its review of the copies of the reports it  received  from
persons  required to file, the Company believes that during the 1996 fiscal year
and subsequently,  all filing requirements applicable to its officers, directors
and  greater  than  ten-percent  shareholders  were  complied  with  except  the
following  instance:  in  1996,  Gary  Magness  filed  a Form 5  reporting  four
transactions that occurred in January,  October, and December 1994; and in 1996,
Kim Magness filed a Form 3, and also filed a Form 5 reporting  transactions that
occurred in April 1994.  The Company is not aware of any other any other changes
in  ownership  by persons  whose  transactions  are subject to  reporting  under
section 16(a) of the Exchange Act.                                              

ITEM 10. EXECUTIVE COMPENSATION                                                 
-------------------------------                                                 

(a,b)  Summary Compensation Table.                                              

     The following table sets forth information regarding compensation earned by
the Company's chief executive  officer,  being the only executive officer of the
Company included in the table.                                                  

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                                                        [Enlarge/Download Table]


                           Annual Compensation ($$)   Long Term Compensation                 
                           ------------------------   ----------------------                 
                                                          Awards     Payouts                 
                                                          ------     -------                 
       (a)         (b)   (c)        (d)        (e)    (f)      (g)        (h)        (i)     
                                                     Restricted                              
     Name and                                        Stock   Options     LTIP        Other   
     Position     Year  Salary     Bonus      Other  Awards  & SARs     Payouts  Compensation
     --------     ----  ------     -----      -----  ------  ------     -------  ------------
                         ($$)       ($$)      ($$)    ($$)     (##)       ($$)      ($$)     
                                                                                             
Gary R. Vickers                                                                              
as President and  1996  186,000     -0-        -0-    -0-      -0-        -0-      -0-       
Chief Executive   1995  186,000     -0-        -0-    -0-      -0-        -0-      -0-       
Officer           1994  186,000     -0-        -0-    -0-      -0-        -0-      5,412     

     The Company has no plans which result in the payment or accrual for payment
of any amounts to any  executive  officer in  connection  with his  resignation,
retirement,  or other  termination,  or  change  of  control  or  change  in the
executive  officer's  responsibilities  except to the extent a change of control
will require a payment of the remaining amount due under Mr. Vickers' employment
contract.                                                                       

     The Company has not adopted a medical insurance,  life insurance,  or other
benefit plan for its employees.  The Company currently has no stock ownership or
other  profit-sharing  or pension plans, but may adopt such plans in the future.
The Company has no retirement plans and, therefore, has made no contributions to
any such plan on behalf of the named  officers.  Alexandria has adopted a 401(k)
plan, but this plan is funded and managed by the plan  participants.  Alexandria
has made no contributions to this plan to date.                                 

(c)     Option/SAR Granted During Year Ended August 31, 1995                    

Stock Option and Stock Bonus Plan                                               
---------------------------------                                               

     The Company adopted its 1993 Stock Option and Bonus Plan which provides for
the issuance of options or stock  bonuses to purchase up to 1,000,000  shares of
Common Stock to  employees,  officers,  directors  of, and  consultants  to, the
Company. The purposes of the Plan are to encourage stock ownership by employees,
consultants  and  directors  of the Company so that they may acquire or increase
their proprietary  interest in the Company,  to reward employees,  directors and
consultants  for past  services to the Company and to encourage  such persons to
become  employed  by or remain  in the  employ of or  otherwise  continue  their
association with the Company. No stock bonuses or options to purchase any shares
have yet been issued under the 1993 Plan.                                       

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     The 1993 Plan is administered by the Board of Directors of the Company.  In
its  discretion,  the Board may  determine  the persons to whom Options or Stock
Bonuses  may be granted and the terms  thereof.  As noted  above,  the Board may
issue options to itself.                                                        

     The terms of any Options or Stock  Bonuses  granted  under the Plan are not
required to be identical as long as they are not  inconsistent  with the express
provisions  of the Plan.  In addition,  the Board may interpret the Plan and may
adopt,  amend and rescind rules and  regulations for the  administration  of the
Plan.                                                                           

     Options may be granted as incentive  stock  options  ("Incentive  Options")
intended to qualify for special  treatment  under the  Internal  Revenue Code of
1986, as amended (the "Code"), or as non-qualified stock options ("Non-Qualified
Options") which are not intended to so qualify. Only employees of the Company or
its  subsidiary  are eligible to receive  Incentive  Options.  The period during
which Options may be exercised may not exceed ten years.  The exercise price for
Incentive  Options  may not be less  than 100% of the fair  market  value of the
Common Stock on the date of grant;  except that the exercise price for Incentive
Options  granted to persons  owning more than 10% of the total  combined  voting
power of the Common  Stock may not be less than 110% of the fair market value of
the Common Stock on the date of grant and may not be  exercisable  for more than
five years.  The exercise price for  Non-Qualified  Options may not be less than
80% of the fair market value of the Common Stock on the date of grant.  The 1993
Plan defines  "fair market  value" as the closing  price per share of the Common
Stock as reported on NASDAQ or any stock  exchange  trading the Common Stock or,
in the  absence  thereof,  a price  determined  by the  Board of  Directors  (or
committee) in good faith to be the fair market value.                           

     The 1993 Plan  contains  provisions  for  proportionate  adjustment  of the
number of shares  issuable  upon the  exercise  of  outstanding  Options and the
exercise  price  per share in the  event of stock  dividends,  recapitalizations
resulting in stock splits or combinations or exchanges of shares.               

     In the event of the dissolution or liquidation of the Company,  a corporate
separation or division or the merger or consolidation of the Company,  the Board
may provide that (i) each Option  holder may exercise  such Option on such terms
as  it  may  have  been  exercised   immediately   prior  to  such  dissolution,
liquidation,  corporate  separation,  division,  merger or consolidation or (ii)
that the  Options  granted  under the 1993 Plan will  expire by a fixed date and
that the Option  holders may exercise their Options as to all or any part of the
shares covered  including  shares as to which the Options would not otherwise be
exercisable.                                                                    

     The 1993 Plan also provides that in the event of a tender offer or exchange
offer for the  Company,  certain  mergers or  consolidations  of the  Company or
certain changes in control of the Company's Board of Directors,  all Options may
become fully exercisable immediately.                                           

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     The Board may  suspend,  terminate,  modify  or amend  the 1993  Plan,  but
without shareholder approval the Board may not materially increase the number of
shares  as to  which  Options  or  Stock  Bonuses  may be  granted,  change  the
eligibility requirements for persons entitled to participate in the 1993 Plan or
materially  increase  the benefits to be received by any  participant  under the
1993  Plan.  The Board  may not  adversely  affect  any  Option  or Stock  Bonus
previously  granted  without  the  consent  of the  participant.  Unless  sooner
terminated, the 1993 Plan will expire on September 16, 2003.                    

     Options/Bonuses  Granted. The Company has granted no stock options or stock
bonuses pursuant to either plan.                                                

(d)  Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table.

     No  executive   officer  or  director   exercised   any  options  or  stock
appreciation  rights during the 1996 fiscal year. The following table sets forth
the  fiscal  year-end  value  of the  options  held by the  Company's  executive
officers and other significant shareholders:                                    

                                                                [Download Table]


(a)                  (b)            (c)       (d)           (e)       
                                                          Value of    
                                                          Unexercised 
                                            Number of     In-the-money
                                            options at    options at  
                                            10/31/96      10/31/96    
                                            -----------   ------------
                 Shares Acquired  Value     Exercisable   Exercisable 
   Name          on Exercise      Realized  Not-exercise  Not-exercise
   ----          -----------      --------  ------------  ------------
                    (##)            ($$)      (##)          ($$)      
                                                                      
Gary R. Vickers     -0-             -0-       489,000 a               
                                    -0-       -0-           $ -0-     

----------                                                                      

* Based on the average of the bid and asked  prices on  November  20,  1996,  of
$0.938 per share.  It should be noted that,  for the purpose of this table,  the
Series A Preferred  Stock,  which is convertible  into common stock at $5.40 per
share, is being treated as options to purchase common stock.                    

(e) Long Term Incentive Plan -- Awards in Last Fiscal Year                      

     The Company has no long term incentive  plans, and consequently has made no
such awards.                                                                    

(f) Defined benefit or actuarial plan disclosure                                

     Not applicable since the Company has no defined benefit or actuarial plans.

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(g) Compensation of Directors                                                   

(1) Standard Arrangements.                                            

     Members of the CPTV Board of  Directors  who are not also  employees of the
Company  are paid $2,000 per fiscal  quarter.  The Board is also  evaluating  an
additional  incentive  bonus plan to reward  management  and directors  based on
fiscal 1997 operating performance.                                              

(2) Other Arrangements.                                               

     CPTV has granted members of the Board of Directors who are not employees of
the Company  (including Messrs.  Berman,  Tanner,  Gary Magness,  and Gladstone)
options to acquire 22,500 shares of common stock each at $4.00 per share.  These
options expire October 1, 1998.                                                 

     CPTV  has also  granted  members  of the  Board  of  Directors  who are not
employees of the Company (including Messrs. Berman, Tanner,  Gladstone, and Gary
Magness) options to acquire an additional  22,500 shares of common stock each at
$1.00 per share.  One-half  of the options  granted to  directors  (11,250  each
director)  vested and became  exercisable on November 1, 1996, and the remaining
one-half will vest and become  exercisable on November 1, 1997. The options will
vest if the holder continues to be a director at the vesting date. These options
expire January 16, 2001.                                                        

     The vesting of both sets of options is  accelerated in the event of certain
events, such as a change of control.                                            

     In addition,  the Company will reimburse on an accountable basis all of its
officers,  directors,  and  employees  for  expenses  incurred  on behalf of the
Company.                                                                        

(h) Employment  Contracts and  Termination  of Employment and  Change-in-Control
Arrangements.                                                                   

     Except for Mr. Gary  Vickers,  the Company has no plans which result in the
payment  or accrual  for  payment of any  amounts  to any  executive  officer in
connection with his resignation,  retirement, or other termination, or change of
control or change in the executive officer's responsibilities.                  

     The Company has entered into an employment agreement with Mr. Vickers. This
employment agreement will require Mr. Vickers to devote a substantial portion of
his services to the Company  through  November 16, 1998 for a salary at the rate
of  $186,000  per year  payable on a  semi-monthly  basis.  This  salary will be
payable to Mr. Vickers in the event of a change of control of the Company.  This
contract  contains certain  non-compete  covenants as well. On November 1, 1995,
Mr. Vickers  voluntarily  deferred  approximately 33% of his base  compensation,
which is  approximately  $5,000 per month, or  approximately  $60,000 per annum.
This deferred amount was paid to Mr. Vickers in August 1996.                    

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     In  conjunction  with  CPTV's   acquisition  of  a  majority   interest  in
Alexandria, Inc., Alexandria entered into a three-year employment agreement with
Mr.  Balthaser and certain other  principals of  Alexandria.  As a result of the
Alexandria restructuring, these employment relationships have ended.            

     In conjunction  with the formation of OddWorld and CPTV's  agreements  with
OddWorld as described herein,  OddWorld entered into employment  agreements with
Ms.  Sherry  McKenna  and Mr.  Lorne  Lanning,  each for the  term of two  years
commencing  November  15,  1994.  As a  result  of  the  completion  of  the  GT
Transactions  as described  above,  these  agreements are no longer  material to
CPTV.                                                                           

     Except as described above with respect to Mr. Vickers' employment contract,
the  Company  has no  compensation  plan  or  arrangement  with  respect  to any
executive  officer  which plan or  arrangement  results or will  result from the
resignation, retirement or any other termination of such individual's employment
with the  Company.  The Company has no plan or  arrangement  with respect to any
such  persons  which will  result  from a change in control of the  Company or a
change in the individual's responsibilities following a change in control.      

(i) Report on Repricing of Options/SARs.                                        

     Not applicable,  as no options or SARs were repriced during the fiscal year
ended August 31, 1996.                                                          

(j) Additional information with respect to Compensation Committee Interlocks and
Insider Participation.                                                          

     The  Company  has  appointed  a  Compensation   Committee.   There  are  no
interlocking relationships among the members of the Compensation Committee.     

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         
-----------------------------------------------------------------------         

(a) and (b)  Security Ownership of Certain Beneficial Owners and Management.    

     Set forth below is certain  information  with  respect to  ownership of the
Company's securities by the Company's executive officers, directors, and persons
or entities who are known by the Company to own beneficially more than 5% of the
outstanding shares of the Common Stock:                                         

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     Set forth below is certain  information with respect to ownership of CPTV's
securities by the CPTV's executive officers,  directors, and persons or entities
who are known by CPTV to own beneficially more than 5% of the outstanding shares
of the Common Stock and Preferred Stock:                                        

                                                                [Download Table]


Name and address                      Number of Shares          Percentage of
of Beneficial Owner             Common               Preferred     Class     
-------------------             ------               ---------     -----     

                                                                             
Kim Magness (a)(g)              267,200              255,500        15.1     
Gary D. Magness (b)(g)          283,750              255,500        15.5     
4643 South Ulster                                                            
Suite 1520                                                                   
Englewood, CO 80237                                                          

Gary R. Vickers (f)(g)          565,000              489,000        28.5     
7900 East Union Avenue                                                       
Suite 1100                                                                   
Denver, CO 80237                                                             

A. Richard Berman               33,750(d)            -0-             1.0     
46 A Bulkley Avenue                                                          
Sausalito, CA 94965                                                          

William Gladstone (e)(g)        75,250(d)            -0-             2.3     
2191 San Elijo Avenue                                                        
Cardiff-by-the-Sea, CA 92007                                                 

Craig K. Tanner                 33,750(d)            -0-             1.0     
1880 Campus Common Drive                                                     
Reston, VA 22091                                                             

All Directors and             1,258,700             1,000,000        52.3    
Executive Officers                                                           
as a Group (5 persons)                                                       

----------                                                                      

*    Less than 1%.                                                              

(a)  Includes  3,700  shares of Common  Stock  held in the name of Kim  Magness'
wife.                                                                 

(b)  Includes  shares of Common  Stock held in the names of Gary  Magness'  wife
     (12,000 shares) and minor child (5,000 shares). Also includes 11,250 shares
     underlying  options  exercisable  from November 1, 1996 through January 16,
     2001, at $1.00 per share. Does not include 11,250 shares underlying similar
options which are not exercisable until November 1, 1997.             

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(c)  The shares of Preferred  Stock are entitled to convert to Common Stock on a
     share-for-share  basis upon the holder paying a conversion premium of $5.40
     per share.  Any  unconverted  share of Preferred  Stock will be canceled on
     December 31, 1998. Pending  conversion,  the shares of Preferred Stock have
     the right to vote on a  share-for-share  basis with the Common  Stock.  The
  Preferred Stock also has dividend rights equivalent to the Common Stock.

(d)  Consists of options to acquire 22,500 shares at $4.00 per share exercisable
     through  October 1, 1998. Also includes  11,250 shares  underlying  options
     exercisable  from  November 1, 1996 through  January 16, 2001, at $1.00 per
     share. Does not include 11,250 shares underlying  similar options which are
not exercisable until November 1, 1997.                               

(e)  Includes 7,500 shares held in the name of Mr. Gladstone's wife.            

(f)  Includes  74,000 shares held in the name of a family member as to which Mr.
Vickers holds an irrevocable proxy to vote.                           

(g)  Messrs. Magness,  Vickers, and Gladstone entered into a Voting Agreement by
     which  they  voted FOR the  proposal  by which  CPTV sold its  interest  in
     Oddworld to GT Interactive Software Corp. In addition, Messrs. Magness have
     granted an  irrevocable  proxy to Mr. Vickers with respect to the voting of
their shares on all business issues.                                  

(c)  Changes in Control.                                                        

     To the best knowledge of CPTV, there are no arrangements, understandings or
agreements  relative  to  the  disposition  of  any of  CPTV's  securities,  the
operation of which would at a  subsequent  date result in a change in control of
CPTV.                                                                           

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                   
-------------------------------------------------------------                   

     In Connection with the GT  Transactions.  During fiscal 1996, CPTV reported
that its available  capital was  insufficient  to continue to wholly finance the
operations  of OddWorld  and to continue  to meet its own  obligations.  At that
time, however,  negotiations with GT were proceeding well and these negotiations
eventually resulted in letters of intent with GT in early July 1996. Thereafter,
CPTV and certain of its principal  shareholders  provided  bridge  financing for
OddWorld's  operations  based on the prospect of completing the final agreements
with GT.                                                                        

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     As a means of financing  OddWorld and providing  CPTV with  collateral  for
amounts previously  advanced,  CPTV entered into the Loan and Security Agreement
on July 12, 1996. To obtain the necessary  funds to meet its  commitments  under
the Loan and Security Agreement, CPTV borrowed $500,000 from three shareholders,
Gary Vickers  (also  president and a director of CPTV,  $100,000),  Gary Magness
(also a director,  $200,000),  and Kim Magness ($200,000).  A condition of these
advances  was that CPTV would  pass  through to  Messrs.  Vickers,  Magness  and
Magness all interest and conversion  rights to OddWorld  common stock which were
bargained for and included in the Loan and Security Agreement.                  

     Once the due diligence  period expired,  GT's agreement to proceed with the
transactions  required GT to begin funding OddWorld's  operation up to $625,000,
and,  in its  discretion,  GT was  allowed  to make  further  advances  up to an
aggregate of $825,000,  pending CPTV  shareholder  approval.  GT conditioned its
agreement  to  provide  this  working  capital  financing  on the  assurance  of
repayment of up to $625,000 by CPTV and an agreement  from Messrs.  Kim and Gary
Magness to act as surety for CPTV's repayment  obligation if CPTV did not timely
obtain shareholder  approval of the GT Transactions.  Messrs.  Magness agreed to
provide  this  assurance  of  repayment  in  the  form  of a  surety  agreement,
conditional on them obtaining  CPTV's  commitment to include any amounts paid by
them on this  surety as  indebtedness  of CPTV and  OddWorld,  convertible  into
OddWorld Class A Common Stock should the GT Transactions  not be completed.  Mr.
Vickers in turn agreed to reimburse  Messrs.  Magness for up to one-third of the
aforesaid surety amount to the extent called.                                   

     Since CPTV  obtained  shareholder  approval of the GT  Transactions,  these
agreements expired and neither CPTV, Mr. Vickers,  nor Messrs.  Magness have any
remaining  direct or  indirect  interest in  OddWorld.  CPTV  continues  to have
outstanding a demand note in favor of Messrs. Vickers, Magness and Magness under
which CPTV will be obligated to repay the $500,000  which they advanced to CPTV,
plus interest at the rate of 12% per annum from the inception of the loan.  (The
interest  rate  payable to Messrs.  Vickers  and  Magness  is  identical  to the
interest rate in the Loan and Security  Agreement.) CPTV has made full repayment
to Messrs. Vickers, Magness and Magness.                                        

     Issuance of Stock to  Founders.  On formation  of CPTV,  800,000  shares of
Common  Stock were issued to Gary R.  Vickers  and Gary  Magness,  officers  and
directors  of the  Company,  for a total  investment  by them  of  $392,000.  An
additional  200,000 shares of Common Stock were issued to Kim Magness,  Mr. Gary
Magness'  brother,  for an investment of $98,000.  Shortly  thereafter,  Messrs.
Vickers,  G. Magness,  and K. Magness paid a total of $490,000 for the 1,000,000
shares of Common Stock they purchased. In addition, 1,000,000 shares of Series A
Convertible Preferred Stock was issued to Messrs. Vickers, Gary Magness, and Kim
Magness for an aggregate  investment  of $10,000.  In October  1993 Mr.  Vickers
transferred 55,500 shares of his common stock and of his preferred stock to each
of Messrs. K. Magness and G. Magness at cost.                                   

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     The  existence of the  dividend  rights  underlying  the Series A Preferred
Stock may result in a conflict of  interest  between the holders of the Series A
Preferred Stock and the other stockholders of the Company.                      

     Consulting Arrangement With Directors.  The Company entered into consulting
arrangements  with several of its directors as described above in Item 10(g)(2),
"Compensation of Directors -- Other Arrangements."                              

     Alexandria-OddWorld  Relationship.  Pursuant to  inter-company  agreements,
OddWorld   contracted  for  services,   personnel  and  equipment   provided  by
Alexandria,  Inc., a wholly-owned  subsidiary of CPTV  ("Alexandria") to perform
software  development  services  with  funds  provided  by CPTV.  OddWorld  paid
Alexandria  these  costs  (including  overhead  and a profit  margin) on a fixed
contract  basis.  In addition,  OddWorld paid  Alexandria for the use of certain
software   development  tools  which  had  been  developed  and  were  owned  by
Alexandria.  Prior  to the  completion  of the GT  Transactions,  OddWorld  also
subleased  space from  Alexandria  at  Alexandria's  offices in San Luis Obispo.
Alexandria leased equipment to OddWorld. As a result of the completion of the GT
Transactions, OddWorld is now paying 100% of the office lease rental; Alexandria
conveyed  substantially all of its equipment to OddWorld and there are no longer
any relationships between Alexandria and OddWorld.                              

     KG Squared and OddWorld  Inhabitants.  As described above, on September 27,
1994,  directed an affiliate,  KG Squared, to acquire common and preferred stock
issued by OddWorld.  As a result of the GT Transactions,  CPTV no longer has any
interest in OddWorld.                                                           

     Business Opportunities.  Management of the Company,  including Mr. Vickers,
may  make  other  personal  investments  in  businesses  which  operate  in  the
entertainment or cable industries,  and these investments may require management
participation  and otherwise  conflict with his activities on behalf of CPTV and
its   subsidiaries.   The  Company  has  required  that  should  any  investment
opportunity  in the cable  industry or the  entertainment  industry  (including,
without   limitation    software   product   development   or   online   digital
communications)  become available to any executive officer of the Company,  such
officer must first offer it to the Company and the offer must be reviewed by the
independent  directors.  If the  independent  directors  reject the  offer,  the
executive  officer may pursue it provided  such  activities do not conflict with
his time commitments to the Company.                                            

     Directors of the Company who are not  executive  officers or employees  may
pursue any other business opportunities of interest to them, whether or not such
activities  may conflict  with, or compete with,  the activities of the Company.
Should any director offer the Company participation in any business opportunity,
the offer will be evaluated on behalf of the Company by disinterested directors.

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     In general, there are no agreements existing or contemplated by the Company
with  respect  to pursuit  of  business  opportunities.  No formal  policies  or
guidelines  have been adopted by the  Company's  board of directors to deal with
board  actions that may involve the actual or  potential  conflicts of interests
between the Company and other cable industry  interests.  If there appears to be
any direct  conflict of  interest in CPTV's  business  activities  then  Messrs.
Magness  and the  other  directors  will  take  actions  consistent  with  their
fiduciary  obligations  under  applicable  state laws to all of their respective
stockholders.  Messrs.  Magness  may also elect to abstain  from  voting on such
matters as directors,  or the Company may seek outside  fairness and evaluations
opinions with respect thereto.                                                  

     The Magness interest in other outside business endeavors are widespread and
comprehensive, and therefore draw upon a substantial time commitment on the part
of Messrs.  Kim and Gary Magness.  There can be no assurances  that Kim and Gary
Magness will be able to dedicate substantial time to the Company.               

     Limitation   of  Liability  of  Directors.   The   Company's   Articles  of
Incorporation  limit the  liability of directors  to  shareholders  for monetary
damages for breach of a fiduciary duty except in the case of liability:  (i) for
any breach of their duty of loyalty to the Company or its shareholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (iii) for unlawful  payments of dividends or unlawful
stock  repurchases or redemptions as provided in Section 7-5-114 of the Colorado
Corporation  Code or (iv) for any transaction from which the director derived an
improper personal benefit.                                                      

     The  Company's  Articles  of  Incorporation  and  By-laws  provide  for the
indemnification  of directors and officers of the Company to the maximum  extent
permitted by law, including Section 7-3-101.5 of the Colorado  Corporation Code.
That Section provides generally for  indemnification as to all expenses incurred
or imposed upon them as a result of actions, suits or proceedings if they act in
good faith and in a manner  they  reasonably  believe to be in or not opposed to
the best  interests of the Company.  The Company has entered into  agreements to
indemnify its directors and officers in addition to the indemnification provided
for  in the  By-laws.  These  agreements,  among  other  things,  indemnify  the
Company's  directors  and officers for certain  expenses  (including  attorneys'
fees),  judgments,  fines and settlement  amounts incurred by such person in any
action or proceeding, including any action by or in the right of the Company, on
account of  services as a director or officer of the Company or as a director or
officer of any  subsidiary  of the  Company,  or as a director or officer of any
other company or enterprise that the person provides  services to at the request
of the Company.                                                                 

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     In addition,  the Company has obtained  directors' and officers'  liability
insurance.                                                                      

 PART IV

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K       
-------------------------------------------------------------------------       

     (a)  The  following  documents  are  filed  as a part  of  this  Form  10-K
immediately following the signature pages:                                      

1.       Financial Statements                                                   

Independent Auditors' Report                                  

Balance Sheet - August 31, 1996                               

Statements of Income - For the Years                          
Ended August 31, 1995 and 1996                                

Statement of Shareholders' Equity -                           
For the Years Ended August 31, 1995 and                       
1996                                                          

Statements of Cash Flows - For the                            
Years ended August 31, 1995 and 1996                          

Notes to Financial Statements - for the                       
Years ended August 31, 1995 and 1996                          

3.       Exhibits required to be filed are listed below.                        

     Certain of the  following  exhibits  are hereby  incorporated  by reference
pursuant to Rule 12b-23 as promulgated  under the Securities and Exchange Act of
1934, as amended, from the reports noted below:                                 

Exhibit                                                                         
Number   Description                                                            
------   -----------                                                            

3.1(a)   Articles of Incorporation, as amended                                  
3.2(a)   Designation of Preferences for the Series A Preferred Stock, as amended
3.3(a)   Bylaws                                                                 

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10.1         Omitted                                                            
10.2         Omitted                                                            
10.3(a)      Employment Agreement with Gary R. Vickers                          
10.4         Omitted                                                            
10.5         Omitted                                                            
10.6(a)      Shareholder Purchase Agreement among the Registrant's shareholders 
10.7(a)      Form of 1993 Stock Option and Bonus Plan                           
10.8         Omitted                                                            
10.9(a)      Omitted                                                            
10.10(a)     Form of Indemnification Agreement between the Company and its      
directors                                             
10.11        Omitted                                                            
10.12(c)     Stock Purchase Agreement for loan to KG Squared for project        
    financing to Off World Entertainment, Inc., d/b/a OddWorld
Inhabitants, Inc.                                     
10.13(a)     Omitted                                                            
10.14(a)     Omitted                                                            
10.15(a)     Underwriting Agreement                                             
10.16(a)     Underwriter's Warrant                                              
10.17(b)     Acquisition Agreement dated April 15, 1994, between CPTV and       
Alexandria                                            
10.18(b)     Employment Agreement between Alexandria, Inc. and Charles E.       
Balthaser                                             
10.19(b)     Stock Pledge Agreement relating to 828,695 shares of Alexandria    
common stock                                          
10.20(b)     Voting, Right of First Refusal and Operating Agreement             
10.21(d)     Acquisition Agreement dated October 28, 1994, between CPTV and     
Alexandria                                            
10.22(d)     Agreement for Termination of Collateral Agreements                 
10.23(e)     Merger Agreement between Celluloid Studios, Inc., Visitor, Inc.    
and the Company dated June 19, 1995                   
10.24(f)     Stock Purchase  Agreement dated September 13, 1996, by and among GT
             Interactive  Software,   Inc.,  KG  Squared,   Inc.,  and  Creative
Programming and Technology Ventures, Inc.             
10.25(f)     Share  Exchange  Agreement  dated  September 13, 1996, by and among
             Creative  Programming  and Technology  Ventures,  Inc., KG Squared,
             Inc., Off World  Entertainment,  Inc.,  Sherry  McKenna,  and Lorne
Lanning.                                              
21.1         Subsidiaries of the Registrant.                                    

Alexandria, Inc., a California corporation  
KG Squared, Inc., a Delaware corporation    
  Virtual Nonsense, Inc., a Delaware corporation
      OddWorld Inhabitants, Inc., a Delaware corporation
             (divested as of September 13, 1996)
----------                                                                      
* Filed herewith.                                                               

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(a)  Incorporated by reference from the Company's Registration Statement on Form
SB-2, Commission file number 33-69582-D                               

(b)  Incorporated  by reference  from the Company's  current  report on Form 8-K
reporting an event of April 27, 1994                                  

(c)  Incorporated  by reference  from the Company's  current  report on Form 8-K
reporting an event of September 27, 1994                              

(d)  Incorporated  by reference  from the Company's  current  report on Form 8-K
reporting an event of November 1, 1994                                

(e)  Incorporated  by reference  from the Company's  current  report on Form 8-K
reporting an event dated June 19, 1995                                

(f)  Incorporated by reference from the Company's Form 8-K reporting an event of
September 13, 1996.                                                   

     (b)  During  the last  quarter of the  period  covered  by this  report and
          subsequently  the  Company  filed  one  current  report  on  Form  8-K
          reporting an event of September 13, 1996  reporting an event  pursuant
to Item 2 of Form 8-K.                                      

     (c)  Required  exhibits are attached hereto and are listed in Item 14(a)(3)
          of this  Report.  Item  14(a)(2)  of this  Report  lists all  required
financial statement schedules to be attached hereto.        

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SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned there unto duly authorized.                       

December 12, 1996                                                               

                                           CREATIVE PROGRAMMING AND TECHNOLOGY
                                                                  VENTURES, INC.

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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated.                               

                                                                [Download Table]


                                                                        

/s/ Gary R. Vickers                                                     
-----------------------------                                           
Gary R. Vickers                President, Chief      December 12, 1996  
                               Executive Officer,                       
                               Chief Financial                          
                               Officer and Director                     

/s/ Gary D. Magness                                                     
-----------------------------                                           
Gary D. Magness                Director               December 12, 1996 

/s/ A. Richard Berman                                                   
-----------------------------                                           
A. Richard Berman              Director               December 12, 1996 

/s/ William Gladstone                                                   
-----------------------------                                           
William Gladstone              Director               December 12, 1996 

/s/ Craig K. Tanner                                                     
-----------------------------                                           
Craig K. Tanner                Director               December  12, 1996

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

YEARS ENDED AUGUST 31, 1996 AND 1995

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

YEARS ENDED AUGUST 31, 1996 AND 1995

CONTENTS

                                        Page

Independent auditors' report                                 F-1                

Consolidated financial statements:                                              

Balance sheet                                       F-2 - F-3             

Statements of operations                                  F-4             

Statements of shareholders' equity                        F-5             

Statements of cash flows                            F-6 - F-7             

Notes to consolidated financial statements         F-8 - F-24             

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INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors                                                              
Creative Programming                                                            
and Technology Ventures, Inc.                                                 
Denver, Colorado                                                                

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Creative
Programming  and Technology  Ventures,  Inc. and  subsidiaries  as of August 31,
1996,  and the related  consolidated  statements  of  operations,  shareholders'
equity and cash flows for each of the years in the two-year  period ended August
31, 1996.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.                                                 

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures 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.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Creative Programming
and Technology  Ventures,  Inc. and  subsidiaries as of August 31, 1996, and the
results  of their  operations  and their cash flows for each of the years in the
two-year  period ended August 31, 1996, in conformity  with  generally  accepted
accounting principles.                                                          

As described in Note 17 to the consolidated  financial statements,  on September
13, 1996,  the Company sold its interest in OffWorld  Entertainment,  Inc.,  and
certain  assets of Alexandria  Studios,  Inc.  (the  Company's  major  operating
subsidiaries) to an unrelated third party.                                      

Denver, Colorado                                                                
November 18, 1996                                                               

F-1 

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

AUGUST 31, 1996 

ASSETS

                               Unaudited
                                              pro forma     Historical
                                              ---------     ----------
                               (Note 17)
Current assets:                                                                 
Cash and cash equivalents                       $ 5,859,520   $  319,186  
Accounts receivable, net of allowance                                     
for doubtful accounts of $47,746                                 2,734
Investment (Note 10)                                 34,196       34,196  
Certificate of deposit (Note 8)                     281,000      281,000  
Prepaid expenses                                     26,591       26,591  
Notes receivable under sale of                                            
discontinued operations (Note 16)                   81,724       81,724 
                                               ----------    ---------
         Total current assets                   6,283,031      745,431
                                               ----------    ---------

Property and equipment, net (Note 7)                    15,481      711,832     
                                               ----------    ---------

Other assets:                                                                   
Restricted cash                                     700,000               
Project costs                                                  1,827,680  
Note receivable under sale of discontinued                                
operations, net of current portion (Note 16)       29,483       29,483
Organization costs and other                         29,507       84,275  
                                               ----------   ----------
                                                  758,990    1,941,438
                                               ----------   ----------

         Total assets                          $7,057,502   $3,398,701
                                               ==========   ==========

(Continued) 
F-2 

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (CONTINUED)

AUGUST 31, 1996 

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                [Download Table]


                                                      Unaudited                   
                                                      pro forma        Historical 
                                                      ---------        ---------- 
                                                       (Note 17)                  
                                                                                  
Current liabilities:                                                              
   Notes payable:                                                                 
      Financial institution (Note 8)                                 $    237,349 
      Shareholders (Note 9)                                               500,000 
   Current portion of obligations under                                           
     capital leases (Note 10)                                              22,924 
   Accounts payable, trade                            $    146,719        321,035 
   Accrued salaries and other                               56,767        118,134 
                                                      ------------   ------------ 
                  Total current liabilities                203,486      1,199,442 
                                                      ------------   ------------ 

Obligations under capital leases,                                                 
    net of current portion (Note 10)                                        2,244 
                                                      ------------   ------------ 
                  Total liabilities                        203,486      1,201,686 
                                                      ------------   ------------ 

Shareholders' equity (Note 12):                                                   
    Preferred  stock,  par value $0.01;  authorized                               
       10,000,000 shares, issued and outstanding                                  
       1,000,000 (aggregate liquidation                                           
       preference $10,000)                                  10,000         10,000 
    Common stock, par value $0.01, authorized                                     
       50,000,000 shares, issued and outstanding                                  
       3,210,079 shares                                     32,101         32,101 
    Capital in excess of par                             8,222,937      8,222,937 
    Deficit                                             (1,411,022)    (6,068,023)
                                                       -----------    ----------- 

               Total shareholders' equity                6,854,016      2,197,015 
                                                       -----------    ----------- 

               Total liabilities and                                              
                shareholders' equity                  $  7,057,502   $  3,398,701 
                                                      ============   ============ 

                See notes to consolidated financial statements.                   
                                      F-3                                         

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      CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
      AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF OPERATIONS

      YEARS ENDED AUGUST 31, 1996 AND 1995

                                                                [Download Table]


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

                                                                                    
Revenues                                                  $    60,560   $   412,936 
Cost of sale                                                1,095,411       473,473 
                                                          -----------   ----------- 
                                                           (1,034,851)      (60,537)

Selling, general and administrative expenses                2,765,122     2,148,990 

Impairment loss (Note 5)                                       73,732               
                                                          -----------   ----------- 

Operating loss                                             (3,873,705)   (2,209,527)

Other credits (charges):                                                            
  Investment income                                           112,738       265,482 
  Interest expense                                            (29,714)      (17,063)
                                                          -----------   ----------- 

Loss from continuing operations before                                              
  income tax and minority interest                         (3,790,681)   (1,961,108)
Income tax benefit (Note 13)                                                124,920 
Minority interest in loss of                                                        
  consolidated subsidiary                                                    26,720 
                                                          -----------   ----------- 
Loss from continuing operations                            (3,790,681)   (1,809,468)

Discontinued operations (Note 16):                                                  
  Income from operations of divested                                                
    subsidiary, net of income tax                                                   
    expense of $95,100                                                      294,760 
  Gain on disposal of divested subsidiary,                                          
    net of income tax expense of $29,820                                     76,020 
                                                          -----------   ----------- 

Net loss                                                  $(3,790,681)  $(1,438,688)
                                                          ===========   =========== 

Loss per common share (Note 14):                                                    
  Loss from continuing operations                         $     (1.16)  $     (0.54)
  Income from discontinued operations                                          0.09 
  Gain on disposal of divested subsidiary                                      0.02 
                                                          -----------   ----------- 
  Net loss                                                $     (1.16)  $     (0.43)
                                                          ===========   =========== 

Weighted average number of common shares                    3,273,897     3,380,499 
                                                          ===========   =========== 

                       See notes to financial statements                            
                                      F-4                                           


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                    CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
                    AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                        YEARS ENDED AUGUST 31, 1996 AND 1995

                                                        [Enlarge/Download Table]


                               Preferred stock                Common stock         Capital in       Retained                 
                           --------------------------    ----------------------     excess of       earnings                 
                             Shares         Amount        Shares       Amount          par          (deficit)      Total     
                             ------         ------        ------       ------     ------------     ---------    -----------  

                                                                                                                             
Balances,                                                                                                                    
  September 1, 1994         1,000,000      $   10,000     3,300,000   $  33,000   $  8,156,890   $  (838,654)   $  7,361,236 

Issuance of 125,000                                                                                                          
  shares of common                                                                                                           
  stock (Note 5)                                            125,000       1,250        198,751                       200,001 

Net loss                                                                                           (1,438,688)    (1,438,688)
                           ----------      ----------    ----------    --------   ------------   ------------   ------------ 

Balances,                                                                                                                    
  August 31, 1995           1,000,000          10,000     3,425,000      34,250      8,355,641     (2,277,342)     6,122,549 

Repurchase and retirement                                                                                                    
  of common stock (Notes                                                                                                     
  5 and 12)                                                (214,921)     (2,149)      (132,704)                     (134,853)

Net loss                                                                                            (3,790,681)   (3,790,681)
                           ----------      ----------    ----------    --------   ------------    ------------   ----------- 

Balances,                                                                                                                    
  August 31, 1996           1,000,000      $   10,000     3,210,079   $  32,101   $  8,222,937    $ (6,068,023)   $ 2,197,015
                            =========      ==========    ==========   =========   ============    ============    ===========

                               See notes to consolidated financial statements.                                               
                                                      F-5                                                                    


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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

YEARS ENDED AUGUST 31, 1996 AND 1995

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

Cash flows from operating activities:                                           
  Net loss                                           $(3,790,681)   $(1,438,688)
                                                    -----------    -----------
Adjustments to reconcile net loss                                           
to net cash used in operating                                           
activities:                                                             
     Depreciation and amortization                      300,224        273,076
      Loss (gain) on investments                          36,869        (54,445)
Write-off of accounts receivable                    52,318          
Write-off of organization costs                     52,385          
     Impairment losses                                  949,392        151,075
      Gain on sale of discontinued operations                           (76,020)
Minority interest in loss of                                        
        consolidated subsidiaries                                       (26,720)
(Increase) decrease in assets:                                      
       Accounts receivable                               (6,721)       232,800
       Work in process                                   24,440         17,932
       Prepaid expenses                                   9,942          2,206
       Other current assets                                             18,960
        Other assets                                     (25,538)      (106,339)
Increase (decrease) in liabilities:                                 
       Accounts payable                                  (5,488)       250,133
       Accrued salaries and other                         3,824         19,672
Noncash charges and working capital                                 
       changes, discontinued operations                                (126,815)
                                                    -----------    -----------
            Total adjustments                         1,391,647        575,515
                                                    -----------    -----------

Net cash used in operating activities                 (2,399,034)      (863,173)
                                                    -----------    -----------

Cash flows from investing activities:                                           
  Capital expenditures                                  (174,306)      (470,929)
Proceeds from sale of computer software                 55,000              
Costs incurred to acquire interest                                          
    in Alexandria                                                        (7,354)
  Purchase of treasury bills                                         (1,528,518)
 Proceeds from maturity of treasury bills               900,000      2,306,000
 Proceeds from sale of treasury bills                 1,449,560        893,628
  Purchase of certificate of deposit                                   (412,000)
Proceeds from maturity of certificate of deposit       131,000              
 Payments received on note receivable                    72,525        321,268
  Project costs                                       (1,233,696)    (1,489,334)
  Cash used in discontinued operations                                   (6,761)
                                                    -----------    -----------

Net cash provided by (used in)                                                  
  investing activities                                 1,200,083       (394,000)
                                                    -----------    -----------

(Continued) 
F-6 

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              CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
            AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

              YEARS ENDED AUGUST 31, 1996 AND 1995

                                                        [Enlarge/Download Table]


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

                                                                                          
Cash flows from financing activities:                                                     
  Payment of notes payable                                         (120,378)      (54,273)
  Proceeds from issuance of notes payable                           500,000               
  Principal payments of capital lease obligations                   (28,924)      (36,482)
  Purchase and retirement of common stock                          (134,853)              
  Cash used for discontinued operations                                          (185,000)
                                                                -----------   ----------- 
Net cash provided by (used in) financing activities                 215,845      (275,755)
                                                                -----------   ----------- 

Net decrease in cash                                               (983,106)   (1,532,928)
Cash and cash equivalents, beginning                              1,302,292     2,835,220 
                                                                -----------   ----------- 
Cash and cash equivalents, ending                               $   319,186   $ 1,302,292 
                                                                ===========   =========== 

Supplemental disclosure of cas flows information:                                         
  Cash paid for interest                                        $    23,148   $    17,063 
                                                                ===========   =========== 
  Cash paid for income taxes                                    $         0   $         0 
                                                                ===========   =========== 

Supplemental schedule of noncash investing                                                
  and financing activities:                                                               
    In November 1994, the Company acquired the                                            
      minority interests of Alexandria, Inc. by                                           
      issuing 100,000 shares of its restricted                                            
      common stock with a market value of                                                 
      approximately $2.00 per share. In April                                             
      1995, the Company issued an additional                                              
      25,000 shares of restricted common stock                                            
      to the prior Alexandria shareholders as                                             
      contingent consideration for the acquisition                                        
      of their minority interest                                                          

    In December 1994, the Company acquired $32,322                                        
      in fixed assets through capital lease obligations                                   

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

                See notes to consolidated financial statements                            
                                      F-7                                                 

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 1996 AND 1995

1.   Organization and principles of consolidation:                              

     Creative Programming and Technology Ventures, Inc. ("CPTV", the "Company"),
     was formed in July 1993, and in August 1993 acquired an ownership  interest
     in Celluloid Studios,  Inc.  ("Celluloid").  This interest was subsequently
     sold, effective May 31, 1995 (Note 16). On April 25, 1994, CPTV acquired an
     ownership interest in Alexandria Studios, Inc.  ("Alexandria") (Note 5). On
     June 26, 1995, CPTV acquired ownership of KG Squared,  Inc. ("KG Squared"),
     which  resulted  in  CPTV  obtaining  an  indirect  interest  in Off  World
     Entertainment,   Inc.,   ("OffWorld")   now  doing   business  as  ODDWORLD
     Inhabitants  ("ODDWORLD")  (Note 6). This  interest was sold  September 13,
1996 (Note 17).                                                       

2.   Description of business:                                                   

     The Company, through its operating subsidiaries,  develops electronic video
     games.  The Company's  customers  consist  primarily of publishers of video
games predominantly in California (Note 17).                          

3.   Summary of significant accounting policies:                                

Cash and cash equivalents:                                            

     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.                                

Investment:                                                         

     The Company's  investment consists of a 5.1% U.S. Treasury Bill maturing in
     October 1996 which has been classified as a held to maturity security.  The
     investment  has been  assigned as  collateral  to secure a letter of credit
     (Note 10). The investment is reported at amortized cost which  approximates
its quoted market value.                                              

F-8 

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

3.   Summary of significant accounting policies (continued):                    

Property and equipment:                                               

     Property  and  equipment  consists  of  furniture,   fixtures,   equipment,
     leasehold  improvements,   and  computer  software.  Furniture,   fixtures,
     equipment,   and  leasehold   improvements  are  stated  at  cost  and  are
     depreciated  over their  estimated  useful lives.  Depreciation is provided
     using  accelerated  methods  for both  financial  statement  and income tax
purposes.                                                             

     Direct costs and allocated  overhead  associated  with the  development  of
     software products, intended for internal use, have been capitalized. During
     the year ended  August  31,  1995,  prior to the  development  of  detailed
     program  designs  or  working  models  of  these  products,   research  and
     development costs of $96,711 were incurred and charged to operations. There
were no research and development costs incurred during 1996.          

     Capitalized  costs are  amortized  over the  estimated  useful  life of the
     software on the  straight  line  method for both  financial  statement  and
income tax purposes.                                                  

Project costs:                                                        

     The Company  capitalizes the direct costs and allocated overhead associated
     with the development of proprietary  interactive  entertainment games. Upon
     completion  and sale of the  product,  capitalized  costs will be amortized
     over the estimated life of the product in the market place.  The management
     of the Company  periodically  assesses whether there has been an impairment
     in the carrying  value of project  costs.  If it is  determined  that costs
     associated with an individual  project will not provide any future benefit,
     they will be charged to  operations  as costs of goods sold or general  and
     administrative expenses. During the year ended August 31, 1996, the Company
     wrote-off  $875,660  of  previously  capitalized  project  costs  of  which
     $821,466  has been  charged  to cost of goods  sold  and  $54,194  has been
     charged to selling,  general and administrative  expenses.  During the year
     ended  August 31,  1995,  the  Company  wrote-off  $151,075  of  previously
     capitalized   costs  which  has  been  charged  to  selling,   general  and
administrative expenses.                                              

F-9 

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

3.    Summary of significant accounting policies (continued):                   

Excess purchase price over net assets acquired:                     

     The excess of purchase price over the net assets acquired for  subsidiaries
     is amortized  on the  straight-line  method over 15 years.  At each balance
     sheet  date,  the  Company  evaluates  the  realizability  of the excess of
     purchase  price over net assets  acquired  for each  subsidiary  based upon
     expectations  of  nondiscounted  cash  flow  and  operating  income  on  an
     individual  subsidiary  basis. If the Company believes expected future cash
     flow and operating  income is  insufficient to recover the asset, an amount
     necessary to reduce the asset to its estimated  realizable basis is charged
to income (Notes 5 and 16).                                           

Organization costs:                                                   

     During  1995,  the  Company  incurred  organization  costs  of  $88,449  in
     connection  with the formation of KG Squared and ODDWORLD.  These costs are
     being  amortized  over five years using the straight  line method.  For the
     years ended August 31, 1996 and 1995, the  amortization  of these costs was
     $19,417 and $17,689, respectively. As a result of the sale of the Company's
     interest in ODDWORLD on September 13, 1996 (Note 17), organization costs of
     $52,385  pertaining to the formation of ODDWORLD were charged to operations
     and  included in general  and  administrative  expenses  for the year ended
August 31, 1996.                                                      

Electronic games:                                                     

     Payments  received  during  development  of the video  games are based on a
     schedule  specified  in  each  contract.  Revenues  are  recognized  during
     development when milestones in the contract  schedule are reached.  Royalty
     payments are to be paid after royalties provided by the contract exceed the
     payments  received  during  development.  If a project is canceled prior to
     completion,   or  royalties  from  sales  do  not  exceed  payments  during
     development,  no refund is required by any of the  contracts.  All revenues
     through August 31, 1996 and 1995 are from development  payments; no royalty
payments have been received.                                          

F-10

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

3. Summary of significant accounting policies (continued):                      

Income taxes:                                                         

     The  provision  for  income  taxes  is based  upon  income  recognized  for
     financial statement purposes and includes effects of temporary  differences
     between  such  income and that  recognized  for income  tax  purposes.  The
     significant  temporary  differences of the Company  result from  conversion
     from  accrual to cash basis  reporting,  which is used by the  Company  for
income tax reporting.                                                 

Use of estimates in preparation of financial statements:              

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the reporting  period.  Management  makes these  estimates using the
     best  information  available at the time the estimates  are made;  however,
actual results could differ from the estimates.                       

Financial instruments:                                                

     For the year ended August 31, 1996,  the Company  adopted the provisions of
     Statement  of  Financial  Accounting  Standards  No.  107 (SFAS  No.  107),
     Disclosures  About  Fair  Value of  Financial  Instruments.  SFAS  No.  107
     requires  the  Company to  disclose  estimated  fair  values for  financial
     instruments  for  which it is  practicable  to  estimate  fair  value.  The
     carrying amounts of the Company's  financial  instruments,  including cash,
     accounts receivable, notes payable to financial institution,  notes payable
     to shareholders,  accounts  payable and accrued  expenses  approximate fair
     value, primarily because of the short-term maturities of those instruments.

     The  fair  value  of  the  Company's   long-term  note  receivable  is  not
     practicable  to estimate  because the terms of the note were  negotiated in
     the sale of the Company's  subsidiary,  Celluloid Studios,  Inc. (Note 16).
     This note bears  interest at 12% per annum,  matures in December  1997, and
 has a balance outstanding at August 31, 1996 in the amount of $111,207.

F-11

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

3. Summary of significant accounting policies (continued):                      

Recently enacted accounting pronouncement:                            

     The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
     Financial Accounting  Standards No. 121 (SFAS No. 121),  Accounting for the
     Impairment of Long-Lived  Assets and  Long-Lived  Assets to be Disposed of.
     SFAS No. 121 is effective  for fiscal years  beginning  after  December 15,
     1995. The Company's management has elected early adoption of this standard.
     SFAS No. 121  establishes  recognition  and  measurement  standards for the
     impairment of long-lived assets expected to be held and used and long-lived
     assets  to be  disposed  of.  Generally,  assets  to be  held  and  used in
     operations  are  considered  impaired if the sum of  expected  undiscounted
     future  cash  flows  is  less  than  the  assets=  carrying  amount.  If an
     impairment is indicated,  the loss is measured based on the amount by which
     the assets' carrying value exceeds its fair value. Assets to be disposed of
     are  reported  at the  lower of their  carrying  value or fair  value  less
     estimated selling costs. Based on its review, the Company has recognized an
     impairment  loss  related  to the  excess  purchase  price  over net assets
acquired (Note 5).                                                    

     In  addition,  the FASB  issued  SFAS No. 123  Accounting  for  Stock-based
     Compensation.  SFAS No. 123 defines a fair-value-based method of accounting
     for stock-based  employee  compensation  plans and transactions in which an
     entity  issues its equity  instruments  to acquire  goods or services  from
     nonemployees.  SFAS No. 123 allows entities to measure  compensation  costs
     related to employee stock plans by either using the fair-value-based method
     or  continuing  to  use  the  intrinsic-value-based  method  prescribed  in
     Accounting  Principles  Board Opinion No. 25 Accounting for Stock Issued to
     Employees  (APB No. 25). The  effective  date of the statement is for years
     beginning after December 15, 1995. No material  financial  statement impact
     from the  adoption  of SFAS No. 123 is  expected  as the  Company  plans to
     continue to apply APB No. 25 for its employee stock plans.  The Company has
not yet determined when it will adopt SFAS No. 123.                   

4.   Warrants:                                                                  

     At August 31,  1996,  warrants to  purchase up to 200,000  shares of common
     stock are outstanding.  The warrants are exercisable  through November 1997
     at a price of $4.80 per share.  No warrants were exercised or issued and no
warrants expired during the years ended August 31, 1996 and 1995.     

F-12

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

5.   Acquisition of Alexandria Studios, Inc.:                                   

     On April 25, 1994,  the Company paid  $700,000 to  Alexandria  and issued a
     promissory  note in the amount of $800,000 in  consideration  of  1,040,816
     newly issued shares of Alexandria  Class A common stock.  The  acquisition,
     accounted for under the purchase method of accounting,  resulted in a total
     ownership  interest by CPTV in Alexandria of 51%, and excess purchase price
over net assets acquired of approximately $628,000.                   

     In November 1994, the $800,000 promissory note under the original agreement
     was  canceled  and the  original  excess  purchase  price  over net  assets
     acquired was reduced by  approximately  $525,000 (Note 1). Also in November
     1994, CPTV acquired the remaining 49% of the outstanding  Alexandria common
     stock  by  issuing  to the  minority  shareholders  100,000  shares  of the
     Company's  restricted common stock with a market value of $2 per share. The
     Company issued an additional  25,000 shares of its restricted  common stock
     on April 28, 1994 as required by the terms of the acquisition agreement, as
     the average of the highest bid and lowest asked prices through April,  1995
did not exceed $3.00 per share.                                       

     The minority  interest in the loss of consolidated  subsidiary for the year
     ended August 31, 1995,  represents  the minority  interest in  Alexandria's
     losses for the three months ended November 30, 1994, prior to the remaining
49% acquisition by CPTV.                                              

     During the year ended August 31, 1996,  as a  consequence  of  Alexandria's
     continued  losses,  inability to win contracts for new business and failure
     to  perform  on  certain  contracts,   the  Company's  board  of  directors
     determined  that a  reduction  in general  and  administrative  overhead at
     Alexandria  was  in  order.  Accordingly,   effective  November  1995,  the
     employment  relationships with several employees at Alexandria ended. Under
     the  terms  of  a  written  agreement   executed  in  connection  with  the
     termination  of their  employment  relationship,  the  Company  repurchased
     111,121  shares of its  restricted  common  stock from  certain  members of
Alexandria's management for $62,511.                                  

F-13

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

5.   Acquisition of Alexandria Studios, Inc. (continued):                       

     In addition,  in an attempt to reduce future operating losses,  the Company
     continued down-sizing  Alexandria's workforce throughout 1996. As of August
     31, 1996,  the  operations  of Alexandria  have  effectively  ceased.  This
     resulted in the Company  recognizing  an impairment  loss for the remaining
     excess purchase price over net assets  acquired  pertaining to the purchase
of Alexandria in the amount of $73,732.                               

     Subsequent to August 31, 1996,  substantially  all of  Alexandria's  assets
     were  conveyed  to  ODDWORLD  and  included  in the  sale of the  Company's
interest in ODDWORLD to a third party (Note 17).                      

6.   KG Squared, Inc. and ODDWORLD:                                             

     In July 1994, three  significant  shareholders of CPTV, the president,  one
     member of the board of directors,  and one other shareholder of CPTV formed
     KG Squared and acquired all of its  outstanding  Class A and B common stock
     for $2,000. KG Squared was founded with the intent of seeking and providing
     additional  financial  support from the private  capital  markets on better
    economic valuations than the then current CPTV market capitalization rate.

     The  principals  of KG  Squared  also  advanced  private  seed  capital  of
     approximately $100,000 to KG Squared, $50,000 of which was provided in cash
     and $50,000  put forth as a note collateralized  by one of the  principal's
     CPTV stock.  As a condition  precedent of this  financing  commitment,  the
     principals of KG Squared  agreed to surrender  their entire  interest in KG
     Squared to CPTV on demand by the CPTV  board of  directors.  The  agreement
     between the principals and the Company  provided that the principals  would
     be  reimbursed  the amount of their cash  investment  plus  interest at the
applicable Federal rate.                                              

     In September  1994,  the Company  loaned  $500,000 and agreed to advance an
     additional  $1,752,450 to KG Squared.  KG Squared invested the money loaned
     to it by the Company and committed to invest the  additional  advances from
     the  Company in  ODDWORLD.  As a result of these  transactions,  KG Squared
     acquired  all of the  preferred  stock  and  49.5% of the  common  stock of
    ODDWORLD. The other shareholders in ODDWORLD paid $204 to acquire 50.5% of

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

6.   KG Squared, Inc. and ODDWORLD(continued):                                  

     the common  stock of ODDWORLD.  ODDWORLD  was formed to produce  electronic
     video  games with KG Squared  acting as a private  holding  company for the
     investments  in  ODDWORLD. The  Company  maintained  the right,  under  its
     agreement with KG  Squared, to require  the  shareholders  of KG Squared to
     transfer their entire interest in KG Squared to the Company in satisfaction
     of the loans that the Company had made to KG Squared. The Company agreed to
     reimburse the KG Squared  shareholders  for their  investment in KG Squared
     and  expenses  they had  incurred,  if the Company  acquired the KG Squared
shareholders' interest.                                               

     Pursuant  to CPTV's  agreement  dated June 26,  1995 with KG  Squared,  the
     shareholders of KG Squared  transferred their entire interest in KG Squared
     to the Company in  satisfaction  of the loans that the  Company  made to KG
     Squared. As a result to this assignment,  CPTV owns KG Squared, and thereby
indirectly all of KG Squared's interests in ODDWORLD.                 

     Because the Company has been the source for  substantially all of the funds
     which have been  provided to ODDWORLD,  the Company has included the losses
     incurred  by KG Squared  and  ODDWORLD  in its  August  31,  1996 and 1995,
     consolidated   financial   statements  as  if  they  were  majority   owned
subsidiaries since inception.                                         

7.   Property and equipment:                                                    

   As of August 31, 1996, property and equipment consisted of the following:

Furniture and fixtures                      $     69,015
Equipment                                      1,144,174
Leasehold improvements                            59,526
Computer software                                 70,291
                                            ------------
                                               1,343,006
 Less accumulated depreciation                   (631,174)
                                            ------------
                                            $    711,832
                                            ============

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

8.   Notes payable, financial institution:                                      

     During 1996, the Company entered into new note agreements which effectively
     changed the terms of certain notes payable to a financial institution which
     were  incurred  in 1995.  These  notes  were  incurred  for the  purpose of
     acquiring  equipment.  The new notes bear  interest at 5.7%,  require total
     monthly  payments of $12,402 through February 1, 1997, and balloon payments
     totaling $156,644 upon maturity in March 1997. The notes are guaranteed and
     collateralized  by a  certificate  of  deposit  in the  amount of  $281,000
     bearing  interest  at 4.7%  with a  maturity  date  in  February  1997.  In
     connection with the sale of the Company=s interest in ODDWORLD on September
     13,  1996  (Note 17),  the third  party  purchaser  assumed  the  Company's
    obligation for these notes and the collateral was released to the Company.

9.   Related party transactions:                                                

Notes payable, shareholders:                                          

     During 1996, three shareholders of the Company made advances to the Company
     totaling $500,000 under promissory note agreements. The funds were advanced
     for the purpose of providing  additional  financing  for the  operations of
     ODDWORLD. The notes bear interest at 12% per annum and are due on demand at
     any time on or after the  earlier of:  September  1, 1996 or such time as a
     third party acquires all of the Company's  interest in ODDWORLD.  The notes
     are collateralized by a security interest in all of ODDWORLD=s tangible and
     intangible  assets.  In addition,  the notes are convertible  into ODDWORLD
     Class A  common  stock  at a rate of  $230  per  share  at any  time  after
September 1, 1996.                                                    

     At the time that these notes were entered  into, the Company was engaged in
     negotiations  to sell its entire  interest in  ODDWORLD  to a third  party.
     Pending the closing of this  transaction,  which took place  subsequent  to
     August 31,  1996  (Note  17),  the  holders  of these  notes  agreed not to
     exercise their conversion rights as provided in the notes. These notes were
     repaid  from  the net  proceeds  received  in  connection  with the sale of
ODDWORLD.                                                             

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

10.  Commitments and contingencies:                                             

Operating leases:                                                     

     The Company leases facilities under operating  leases.  For the years ended
     August 31,  1996 and 1995,  rent  expense  of  approximately  $260,000  and
$176,000, respectively, was incurred.                                 

     Future  minimum  rental  payments  subsequent  to August 31, 1996 under all
     noncancelable  operating  leases having  initial  remaining  lease terms in
excess of one year are approximately as follows:                      

      1997                      $185,000
      1998                       122,000
      1999                        59,000
                                --------
                                $366,000
                                ========

Capital leases:                                                       

     The Company leases certain  equipment  under capital leases which generally
     include  options for renewal after the initial  lease  period.  The present
     value of the net  minimum  lease  payments,  which  equals the fair  market
     value,  has been  capitalized.  The  following  is a schedule of the future
     minimum  lease  payments  under  capital  leases by year  together with the
present value of the net minimum lease payments:                      

Year ended                                
August 31,                                
----------                                

             1997                                     $ 25,426
             1998                                        2,244
                                                     ---------
 Total minimum lease payments                           27,670
  Less amount representing interest                      (2,502)
                                                     ---------
 Present value of net minimum lease payments            25,168
  Less current portion                                  (22,924)
                                                     ---------
 Long-term portion                                    $  2,244
                                                     =========

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

10.  Commitments and contingencies (continued):                                 

Capital leases (continued):                                           

     Capital  leases  classified  as  property  and  equipment  consist  of  the
following at August 31, 1996:                                         

         Equipment                                       $  76,126
          Less accumulated depreciation                     (43,147)
                                                         ---------

                                                          $ 32,979
                                                          ========

     Depreciation of leased equipment is included with depreciation for property
and equipment.                                                        

     Under  the  terms of the sale of the  Company's  interest  in  ODDWORLD  on
     September  13,  1996 (Note  17),  the third  party  purchaser  assumed  the
Company's obligation under its operating and capital leases.          

Letter of credit:                                                   

     At August 31,  1996,  the Company  has  available a letter of credit with a
     financial  institution  in the amount of $30,000.  The letter of credit has
     been assigned as security to guarantee the  performance of the Company as a
     party to an equipment lease. The letter of credit is  collateralized by the
     Company's  investment in a U.S.  Treasury Bill (Note 3). In connection with
     the sale of the Company's  interest in ODDWORLD on September 13, 1996 (Note
     17),  the  third  party  purchaser  assumed  the  Company's  obligation  as
     guarantor on the  equipment  lease and the  collateral  was released to the
Company.                                                              

11.   Sales to major customers:                                                 

     Sales to one customer for the year ended August 31, 1996 and five customers
     for the year ended August 31, 1995,  comprised 100% of total sales for each
of the years then ended. Sales to these customers are as follows:     

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

11.  Sales to major customers (continued):                                      

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

Customer A                                            $182,100      
Customer B                                              81,090      
Customer C                                              58,523      
Customer D                                              48,473      
Customer E                         $ 60,560             42,750      
                             --------           --------
                             $ 60,560           $412,936
                             ========           ========

12.  Shareholders' equity:                                                      

Preferred stock:                                                      

     In August  1993,  the Company  issued  1,000,000  shares of Series A voting
     preferred  stock,  convertible  at the  option  of the  holder  at any time
     through November 1997 into the Company's common stock at a conversion price
     of $5.40 per share,  subject to adjustment in certain events. The preferred
     stock has a liquidation preference of $.01 per share, plus any declared and
unpaid dividends.                                                     

     The Company  established  a stock option and stock bonus plan during August
     1993 for eligible  employees,  officers,  directors and consultants of CPTV
     and its  subsidiaries.  Grants  may be made in the  form of  incentive  and
     non-qualified options, or bonuses, and are exercisable up to ten years from
     the date of grant (five  years for a person  owning in excess of 10% of the
     total voting power of the common stock). One million shares of common stock
     have been reserved under the plan.  Incentive  stock options may be granted
     only to employees of the Company, at a price not less than 100% of the fair
     market  value at the date of grant  (110% for  options  granted to a person
     owning in excess of 10% of the total voting power of the common stock). The
     price of non-qualified  options can not be less than 80% of the fair market
value at the date of grant.                                           

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

12.  Shareholders' equity (continued):                                          

Preferred stock (continued):                                          

     Non-qualified options granted to outside directors who are not employees of
     the Company or significant shareholders, are exercisable at $4.00 per share
     when  vesting  requirements  are met and expire five years from the date of
     grant. On October 1, 1993, 67,500 options were granted which expire October
     1, 1998.  One half of the options  vested  October 1, 1994, and the balance
     vested October 1, 1995. In January 1994, an additional  22,500 options were
     granted to an outside  director.  One-half of the options vested in January
     1995, and the balance vested in January 1996.  During the year ended August
     31, 1995,  no  additional  stock  options or stock  bonuses had been issued
     under this plan. On December 29, 1995, options to purchase 90,000 shares of
     the Company's common stock were granted to directors of the Company.  These
     options are  exercisable  through  January 16, 2001, at $1.00 per share. No
     compensation  expense was  recognized  at the date of grant as the exercise
     price of the options  exceeded  the market  value of the  Company's  common
     stock.  One-half of these  options  will vest on November 1, 1996,  and the
     balance will vest on November 1, 1997. No stock options have been exercised
during the years ended August 31, 1996 and 1995.                      

Repurchase and retirement of common stock:                            

     On December  19,  1995,  the board of  directors  of the Company  adopted a
     resolution  to  implement  a share  repurchase  program.  Under  the  share
     repurchase  program,  the Company may repurchase shares of its common stock
     in the open market.  These shares are subsequently  canceled.  As of August
     31,  1996,  in  connection  with the  provisions  of the  share  repurchase
     program,  the  Company  has  repurchased  a total of 103,800  shares of its
common stock for $72,342.                                             

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

13.  Income taxes:                                                              

     A reconciliation  of income tax benefit  (expense) to income taxes based on
     the effective  Federal statutory income tax rate applied to the loss before
income taxes and minority interest is as follows:                     

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

    Statutory income tax benefit             $  989,000           $  649,000
     Nondeductible amortization expense           (1,000)              (5,300)
     Nondeductible penalties and other            (1,000)                (200)
Change in deferred income                                           
         tax valuation allowance                (987,000)            (703,000)
    Benefit from discontinued operations                             124,920
    Other                                                             59,500
                                             ----------            ---------
                                             $        0            $ 124,920
                                             ==========            =========

     The  temporary  differences  which  give rise to  deferred  tax  assets and
liabilities are as follows: 1996 1995                                 

   Cash to accrual conversion                $    69,000           $ 103,000
   Net operating loss carryforwards            1,440,000             813,000
                                             -----------          ----------
                                               1,509,000             916,000
    Valuation allowance                        (1,509,000)           (916,000)
                                              -----------          -----------
                                             $         0           $       0
                                              ===========          ===========

13.  Income taxes (continued):                                                  

     A valuation  allowance is provided when it is not certain that some portion
     or all of the  deferred  tax  asset  will  be  realized.  The  Company  has
     established a valuation allowance for 100% of the deferred tax assets as of
August 31, 1996 and 1995.                                             

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.    
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

13.  Income taxes (continued):                                                  

     Net operating loss  carryforwards  at August 31, 1996,  were  approximately
$4,235,000 and expire as follows:                                     

 2008                     $        1,000
 2009                            284,000
 2010                          1,000,000
 2011                          2,950,000
                          --------------
                          $    4,235,000
                          ==============

14.  Loss per share:                                                            

     Primary loss per share is computed based on the weighted  average number of
     shares of common stock  outstanding for the years ended August 31, 1996 and
     1995.  No effect has been given to the  conversion  of preferred  stock and
     exercise  of stock  options as they would  decrease  loss per share.  Fully
     diluted loss per share is not  presented for 1996 and 1995 because it would
decrease loss per share.                                              

15.  Profit-sharing plan:                                                       

     Effective  July  1,  1994,   Alexandria   established  a  qualified  401(k)
     profit-sharing plan (the "Plan") covering substantially all of its eligible
     employees  (as  defined).  Eligible  employees  can elect to  contribute an
     amount  equal to a percentage  of their  compensation  up to 15%.  Employer
     contributions  to the  Plan  are  made at the  discretion  of  Alexandria's
     compensation  committee.  There were no employer  contributions made during
the years ended August 31, 1996 and 1995.                             

16.  Sale of the Company's 80% interest in Celluloid:                           

     Effective  May 31, 1995,  the Company sold its 80% interest in Celluloid to
     certain  members  of  Celluloid  management  for  $320,000,  consisting  of
     $100,000 cash and a promissory  note in the amount of $220,000  maturing in
     December  1997 and  requiring  total  monthly  payments  of  principal  and
interest of $7,556.                                                   

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.    
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

16.  Sale of the  Company's  80%  interest in Celluloid  (continued):           

     The sale was treated as a disposal of a discontinued  business segment, and
     resulted  in a gain of $76,020,  net of income tax  expense of $29,820.  In
     addition,  approximately  $275,000 of excess purchase price over net assets
     acquired relating to the original  acquisition of Celluloid was written off
     in connection with the sale of the subsidiary  (Note 1). Summary  operating
     results of discontinued operations,  excluding the aforementioned gain, are
as follows:                                                           

                                                1995
                                                ----------
Revenues                                             $3,524,551     

Income before income taxes                              389,860     
Income tax expense                                       95,100     
                                                ----------
Income from discontinued operations                  $  294,760     
                                                ==========

17.  Subsequent events:                                                         

     Effective  September  13,  1996,  the Company  sold its entire  interest in
     ODDWORLD to an unrelated  third party for $7,000,000  less unpaid  expenses
     incurred as of August 16, 1996. In addition, Alexandria conveyed all of its
assignable assets to ODDWORLD which have been included in the sale.   

     Shareholder  approval of this  transaction  occurred on November  15, 1996.
     From  August  16,  1996,  through  the date of  shareholder  approval,  the
     purchaser  made advances to ODDWORLD of $225,210.  These advances were made
     for the purpose of providing  working capital and to fund the operations of
     ODDWORLD subsequent to August 16, 1996. As a result of the approval of this
     transaction and pursuant to the provisions of the purchase  agreement,  the
     purchaser  became  responsible  for all  liabilities  of ODDWORLD  incurred
     subsequent to August 16, 1996 including the $225,210 of advances, thus, the
     consolidated financial statements of the Company do not include expenses or
liabilities incurred by ODDWORLD subsequent to August 16, 1996.       

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CREATIVE PROGRAMMING AND TECHNOLOGY VENTURES, INC.    
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1996 AND 1995

17.  Subsequent events (continued):                                             

     The purchase  agreement  requires that 10% of the purchase price ($700,000)
     be retained in a hold back escrow account, until September 1998, to provide
     the purchaser  with  potential  recourse  against the Company for any valid
     future claims arising regarding any of the  representations  and warranties
     made to the purchaser by the Company.  As stipulated in the agreement,  the
     purchaser  may make no claim  unless  the  total  of all  damages  suffered
     exceeds  $100,000,  but all  potential  future  claims  will be  capped  at
$2,000,000.                                                           

     The accompanying consolidated balance sheet includes an unaudited pro forma
     balance  sheet as of August 31, 1996,  that gives effect to the sale of the
     Company's  ownership  interest in ODDWORLD as if the  transaction  had been
     consummated  on August  31,  1996.  The  unaudited  pro forma  consolidated
     balance sheet should be read in conjunction  with the historical  financial
     statements of the Company.  The unaudited  pro forma  consolidated  balance
     sheet does not purport to be indicative  of the  financial  position of the
Company had the sale occurred on August 31, 1996.                     

     The  unaudited  pro forma  balance  sheet  includes the following pro forma
adjustments:                                                          

     a.   The receipt of $6,128,088  of cash (the  purchase  price of $7,000,000
          net of unpaid  expenses of ODDWORLD as of August 16, 1996) in exchange
          for the  Company's  interest in ODDWORLD and the assets of  Alexandria
          conveyed to  ODDWORLD.  At August 16,  1996,  the  Company's  interest
          consisted of accounts receivable of $2,734,  property and equipment of
          $696,351, project costs of $1,827,680,  other assets of $54,768, notes
          payable  to  financial   institutions   of  $237,349,   capital  lease
          obligations  of $25,168,  accounts  payable of  $174,316,  and accrued
          salaries and other expenses of $61,367.  The sale results in a gain of
          approximately  $4,000,000,  reflected  as a increase to  shareholders'
equity on the unaudited pro forma balance sheet.            

     b.   The use of $500,000 of cash  proceeds to repay the  outstanding  notes
          payable,  shareholders,  which  were  due  upon  the  closing  of  the
transaction.                                                

     c.   The  transfer  of  $700,000  of cash  proceeds to the hold back escrow
account.                                                    

F-24

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		9/16/03		29
		1/16/01		30		62
		12/31/98		33
		11/16/98		30
		10/1/98		30		62
		12/19/97		10
		11/30/97		21
		11/1/97		30		62
		2/1/97		58
		12/30/96		16
Filed on:		12/16/96
		12/12/96		40
		11/30/96		11		20			10QSB
		11/20/96		29
		11/18/96		19		43
		11/15/96		9		65			DEFS14C
		11/2/96		15
		11/1/96		30		62
		9/13/96		8		65			8-K
		9/1/96		2		58
For Period End:		8/31/96		1		66			NT 10-K
		8/30/96		8		9
		8/16/96		9		66
		7/12/96		34
		12/29/95		62
		12/19/95		62
		12/15/95		21		54
		11/20/95		21
		11/1/95		30
		10/1/95		62
		8/31/95		3		66
		6/26/95		50		57
		6/19/95		39
		5/31/95		3		64
		11/30/94		55
		11/15/94		31
		11/1/94		39
		10/28/94		38
		10/1/94		62
		9/27/94		7		39
		7/1/94		64
		4/28/94		55
		4/27/94		39
		4/25/94		50		55
		4/15/94		38
		11/12/93		16
		10/1/93		62
		7/2/92		7
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