Focus Entertainment International 10QSB 2000 Q2 Quarterly report (small business)

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_____________________________________________

FORM 10-QSB

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 1999

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File Number 000-27819

_________________________________________________

FOCUS ENTERTAINMENT INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 58-2330633 (IRS Employer Identification No.)

505 Peachtree Street, Atlanta, GA 30308

(Address of Principal Executive Offices)

(404) 253-1112

(Issuer's telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,900,000 shares of its Common Stock, $.001 par value, as of February 14, 2000.

Focus Entertainment International, Inc. and Subsidiaries

FORM 10-QSB REPORT INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Audited)
	Consolidated Balance Sheets as of December 31, 1999 (unaudited) and June 30, 1999 (audited)	3
	Unaudited Consolidated Statements of Operations for the Three Months Ended December 31, 1999 and 1998	6
	Unaudited Consolidated Statements of Operations for the Six Months Ended December 31, 1999 and 1998	8
	Unaudited Consolidated Statement of Stockholders' Equity for the Six Months Ended December 31, 1999 and 1998	10
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1999 and 1998	11
	Notes to Unaudited Consolidated Financial Statements for the Three Months Ended December 31, 1999	12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation		20
PART II. OTHER INFORMATION		23
Item 1. Legal Proceedings		23
Item 2. Changes in Securities		23
Item 3. Defaults on Senior Securities		23
Item 4. Submission of Matters to a Vote of Security Holders		23
Item 5. Other Information		23
Item 6. Exhibits and Reports on Form 8-K		23
Signatures		24

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Focus Entertainment International, Inc.

CONSOLIDATED BALANCE SHEET

December 31, 1999 and June 30, 1999

ASSETS	December 31 1999 (Unaudited)	June 30 1999 (Audited)
Current assets
Cash and Cash Equivalents	$ 408,906	$ 246,445
Inventory	2,538,682	2,071,623
Accounts Receivable	26,795	5,250
Notes Receivable	-	156,694
Prepaid Insurance	58,585	119,008
Prepaid Rentals	65,649	84,625
Total current assets	3,098,617	2,683,645
Property and equipment
Land and Buildings	279,671	279,671
Computers and Software	293,566	277,614
Furniture and Fixtures	555,772	526,620
Leasehold Improvements	750,700	686,593
Store Equipment and Signage	775,754	775,754
Vehicles	54,010	54,011
	2,709,473	2,600,263
Accumulated depreciation	(1,142,430)	(1,001,988)
Net property and equipment	1,567,043	1,598,275

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc.

CONSOLIDATED BALANCE SHEET

December 31, 1999 and June 30, 1999

ASSETS (CONTINUED)	December 31 1999 (Unaudited)	June 30 1999 (Audited)
Other assets
Advances to Employees	42	3,849
Due From Stockholders	-	-
Goodwill - net of amortization	857,008	537,195
Deferred Income Taxes	25,000	25,000
Deposits	88,650	93,083
Notes Receivable - due after one year	75,000	159,396
Investments	21,787	26,144
Total other assets	1,067,487	844,667
Total assets	$ 5,733,147	$ 5,126,587

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long term debt	$303,548	$296,135
Accounts payable	868,307	307,931
Accrued expenses	165,805	216,239
Income taxes payable	34,396	530,107
Deferred income taxes	-	-
Total current liabilities	1,372,056	1,350,412
Long-term liabilities
Due to stockholders	110,299	138,348
Long term debt (net of current portion)	418,737	230,164
Total liabilities	1,901,092	1,718,924
Commitments and Contingencies
Minority interest	980,182	1,253,944

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc.

CONSOLIDATED BALANCE SHEET

December 31, 1999 and June 30, 1999

LIABILITIES AND STOCKHOLDERS' EQUITY (CONTINUED)
Stockholders' equity
Common stock; $.001 par value, 50,000,000 shares authorized, 4,900,000 and 4,825,000 shares issued and outstanding, respectively	4,900	4,825
Additional paid-in capital	254,188	2,700
Retained earnings	2,592,785	2,146,194
Total stockholders' equity	2,851,873	2,153,719
Total Liabilities and Stockholders' Equity	$5,733,147	$5,126,587

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended September 30, 1999 and 1998 (unaudited)

	1999	1998
Sales net of returns & allowances
Product Sales	$ 2,235,174	$ 2,075,190
Service Sales	1,066,664	1,144,909
Total sales	3,301,838	3,220,099
Cost of Goods Sold	917,928	824,423
Gross Profit	2,383,910	2,395,676
General & Administrative Expenses	1,898,159	1,591,741
Income From Operations	485,751	803,935
Other Income (Expense)
Rental Income	15,000	12200
Interest Income	7,309	3526
Interest Expense	(13,239)	(41,190)
Other Income	8,679	2878
Total Other Income (Expense)	17,749	(22,586)
Income Before Income Taxes	503,500	781,349
Provision for Income Taxes	97,102	198,047
Minority Interest	240,983	263,666
Net Income	$165,415	$319,636
Basic EPS
Earnings Per Share of Common Stock	$0.03	$0.07
Average Number of Common Shares Outstanding	4,875,000	4,800,000
Effect of Dilutive Securities Options	75,000	50,000
Diluted EPS
Earnings Per Share of Common Stock	$0.03	$0.07
Average Number of Common Shares Outstanding	4,950,000	4,850,000
Effect of Dilutive Securities Options	0	0

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended December 31, 1999 and 1998 (unaudited)

	1999	1998
Sales net of returns & allowances
Product Sales	$ 4,672,466	$ 4,276,155
Service Sales	2,112,614	2,275,720
Total sales	6,785,080	6,551,875
Cost of Goods Sold	1,972,468	1,580,605
Gross Profit	4,812,612	4,971,270
General & Administrative Expenses	3,641,175	3,225,099
Income From Operations	1,171,437	1,746,171
Other Income (Expense)
Rental Income	32,520	27200
Interest Income	13,706	5209
Interest Expense	(29,416)	(65,098)
Other Income	33,642	5304
Total Other Income (Expense)	50,452	(27,385)
Income Before Income Taxes	1,221,889	1,718,786
Provision for Income Taxes	274,289	432,531
Minority Interest	501,010	577,163
Net Income	$446,590	$709,092
Basic EPS
Earnings Per Share of Common Stock	$0.09	$0.15
Average Number of Common Shares
Outstanding	4,900,000	4,825,000
Effect of Dilutive Securities Options	0	25,000
Diluted EPS
Earnings Per Share of Common Stock	$0.09	$0.15
Average Number of Common Shares
Outstanding	4,900,000	4,850,000
Effect of Dilutive Securities Options	0	0

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc. And Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Six months ended December 31, 1999 and 1998 (unaudited)

		Additional
	Common	Paid in	Retained
	Stock	Capital	Earnings	Total
Balance as of June 30, 1998	$ 4,800	$ 1,475	$ 757,647	$ 763,922
Issuance of Common Stock	25	1,225		1,250
Net Income			709,092	709,092
Balance as of December 31, 1998	$ 4,825	$ 2,700	$ 1,466,739	$ 1,474,264
Balance as of June 30, 1999	$ 4,825	$ 2,700	$ 2,146,195	$ 2,153,720
Issuance of Common Stock	75	251,488		251,563
Net Income			446,590	446,590
Balance as of December 31, 1999	$ 4,900	$ 254,188	$ 2,592,785	$ 2,851,873

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc. And Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended December 31, 1999 and 1998 (unaudited)

	1999	1998
Cash Flows from Operating Activities
Net Income	$ 446,590	$ 709,092
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	140,442	148,500
Amortization	9,727	7,269
Minority Interest	501,010	577,163
Consulting fees paid with stock	251,563	-
Changes in operating assets and liabilities:
Accounts Receivable	(21,545)	(83,391)
Inventory	(467,059)	(410,745)
Advances to Employees	3,808	775
Prepaid Insurance	60,423	(25,968)
Prepaid Rentals	18,976	650
Deposits	1,750	-
Accounts Payable & Accrued Expenses	509,945	(76,257)
Income Taxes	(495,711)	149,530
Net Cash Provided by Operating Activities	959,919	996,618
Cash flows from Investing Activities
Purchase of Property & Equipment	(109,211)	(125,116)
Repurchase of Shares from Minority Interests	(715,028)	(313,962)
Investment in Other LLC's	4,357	(25,000)
Notes Receivable	241,090	(75,000)
Net cash Used for Investing Activities	(578,792)	(539,078)

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc. And Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Six months ended December 30, 1999 and 1998 (unaudited)

	1999	1999
Cash Flows from Financing Activities
Proceeds from Long Term Debt	$ 393,951	$ 47,010
Payments on Long Term Debt	(197,966)	(506,408)
Advances to Stockholder	(28,049)	143,941
Stock Option Exercised	-	1,250
Minority Interest Contributions	-	-
Minority Interest Distribution	(386,602)	(408,896)
Net Cash Provided by (Used for)
Financing Activities	(218,666)	(723,103)
Net increase (decrease) in cash	162,461	(265,563)
Cash & cash equivalents, beginning of period	246,445	421,307
Cash and cash equivalents, end of period	$ 408,906	$ 155,744
Supplemental Disclosures of Cash Flow Information:
Cash payments during the year for:
Interest on debt obligations	$29,416	$65,098
Income taxes	770,000	306,596

The accompanying notes are an integral part of these financial statements.

Focus Entertainment International, Inc. And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1999 (Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared by Focus Entertainment International, Inc. (the "Company" or "Focus") pursuant to the rules and regulations of the U. S. Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. This Form 10-QSB Report should be read in conjunction with the Company's Form 10-SB, which contains audited financial statements for the Company for the fiscal year ended June 30, 1999, as filed with the U. S. Securities and Exchange Commission.

The results of operations for the period ended December 31, 1999 are not indicative of the results that may be expected for the full year.

Company's Activities

Focus and its subsidiaries operate Adult Fantasy Stores which rent adult videos and retail in adult videos, marital aids, lotions, novelties, magazines, provocative clothing, lingerie, tobacco, tobacco related products, and adult viewing booths. The stores operate under the trade names of Inserection, Heaven, New York Video, and Water Pipe World and are located in the metropolitan Atlanta Georgia area in Fulton, Cobb, and DeKalb counties. The Company also promotes boxing events under the name "Boxing in Buckhead" and until May 1999 operated a boxing gym under the name Biggs Morrison Boxing.

Consolidation Issues

The consolidated financial statements include the accounts of the Company and the following wholly-owned or majority owned subsidiaries: Unique Visuals, LLC; Creative Visuals, LLC; Exciting Visuals, LLC; Fantastic Visuals, LLC; Northside Visuals, LLC; Cheshire Visuals, LLC; New York Video, LLC; Innovative Visuals, LLC; Federal Visuals, LLC; and Biggs Morrison Boxing, LLC. The consolidated financial statements exclude the results of material transactions between the Company and its consolidated affiliates, or among the Company's consolidated affiliates. The Company has reclassified certain amounts in its 1998 consolidated financial statements and notes to conform with the 1999 presentation.

Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

Inventory

Inventory is stated at the lower of cost or market. Cost of video inventory is determined on the average cost method. All other inventory is valued by the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the assets by accelerated and straight-line methods. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense charged to operations amounted to $140,442 and $148,500 for the six months ended December 31, 1999 and 1998, respectively.

Income Taxes

Deferred income taxes are provided for differences in depreciation for income tax and financial reporting purposes.

Cash and Cash Equivalents

The Company considers instruments with maturity of three months or less to be cash equivalents for purposes of the statements of cash flows.

Intangible Assets

Goodwill is recognized for financial statement purposes as the excess of the purchase price of interests in subsidiaries from minority investors and the book value of those interests. Goodwill is being amortized over 240 months.

Amortization expense charged to operations amounted to $9,727 and $7,269 for the six months ended December 31, 1999 and 1998, respectively.

Advertising Costs

Advertising costs are charged to operations when the advertising first takes place. Advertising expense was $158,803 and $103,754 for the six months ended December 31, 1999 and 1998, respectively.

Accounting Matters

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement addresses the accounting for derivative instruments, including some types of derivative instruments imbedded in other contracts, and hedging activities. SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. We do not anticipate the adoption of the provisions of SFAS No. 133 will significantly impact our financial reporting.

For the year ended June 30, 1999, we have adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 requires the presentation of descriptive information about reportable segments consistent with information our management uses to assess performance. Additionally, SFAS No. 131 requires disclosure of certain information by geographic region. The adoption of the provision of SFAS No. 131 has not significantly impacted our financial reporting.

These statements reflect all adjustments, consisting of normal recurring adjustments that in the opinion of management are necessary for the fair presentation of the information contained therein. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the company's registration statement on Form 10-SB for the year ended June 30, 1999. The company follows the same accounting policies in preparation of interim reports.

Note 2 - Disclosure about Fair Value of Financial Instruments

Cash and Cash Equivalents

The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments.

Notes Receivable

The Company estimates that the fair value of notes receivable approximates the carrying value based upon the rates of interest approximating the rates of return on investments of similar risk.

Notes Payable

The Company estimates that the fair value of notes payable approximates carrying value based upon its effective borrowing rate for issuance of debt with similar terms and remaining maturities.

Note 3 - Short-Term Indebtedness

During the six months ended December 31, 1999, the Company borrowed $100,000 from a company in which Michael Morrison holds an equity position. The loan was evidenced by a promissory note, bearing interest at 24% per annum, and required monthly payments of interest and the full repayment of all principle within 90 days. The note was collateralized by the Company's 70% interest in Innovative Visuals, LLC. The note was paid in full in accordance with the terms therein.

On December 31, 1999 the Company issued a promissory note to Big Top Promo & Expo, Inc. for $393,951 as part of the purchase of Big Top's interest in Exciting Visuals, LLC, Northside Visuals, LLC, and New York Video, LLC. The note calls for an initial payment of $101,250, and 30 monthly installments of $10,833 to amortize the balance at 8% per annum.

Note 4 - Investments

Investments at December 31, 1999 consist of a 15 percent ownership interest in an adult fantasy store located in Myrtle Beach, South Carolina and a 10 percent ownership interest in an adult fantasy store located in Tampa, Florida. Both locations are majority owned, managed, and operated by Big Top Promo & Expo, Inc. which was a minority investor in three of the Companies subsidiaries until December 31, 1999. No income or loss has been recognized related to these investments.

Note 5 - Income Taxes

The following is a summary of the income tax provision for the six months ended December 31:

	1999	1998
Current:
Federal	$ 233,105	$ 392,350
State	41,184	40,181
Deferred:
Principally Federal	-	-
	$ 274,289	$ 432,531

Deferred income taxes are provided for temporary differences between income tax and financial statement recognition of revenues and expenses.

A reconciliation of income tax at the statutory rate to the company's effective rate is as follows:

	1999	1998
Computed at Expected Statutory Rates	34.0%	34.0%
Income Taxable to Minority Interests	(16.2%)	(11.5%)
Non-deductible Meals and Entertainment	(0.5%)	(0.1%)
Excess Book Depreciation over Tax	-	-
State Income Tax Net of Federal Benefit	5.7%	5.7%
Other	(3.8%)	(2.7%)
	19.2%	25.4%

The Company has subsidiaries that are limited liability companies. Limited liability companies are not tax paying entities for income tax purposes. Income of the limited liability companies is taxed to the members in their respective returns. Therefore no income tax provision has been made for the income of the minority interest holders.

Note 6 - Minority Interest

The Company has formed Limited Liability Companies (LLCs) to operate its locations. Profits and losses of each location is allocated to the investors based on formulas set forth in the operating agreements of the LLCs. Distributions are made to the investors based on formulas set forth in the operating agreements.

			Minority	Minority
	Minority	Minority	Ownership	Equity
	Earnings	Distributions	December 31,	December 31,
Subsidiary	Fiscal 2000	Fiscal 2000	1999	1999
Unique Visuals, LLC	$ -	$ 3,172	0.00%	$ -
Exciting Visuals, LLC	200,033	150,553	25.00%	251,023
Fantastic Visuals, LLC	222,541	170,962	48.75%	444,285
Northside Visuals, LLC	20,050	14,934	8.54%	26,960
Cheshire Visuals, LLC	-	-	0.00%	-
New York Video, LLC	51,800	46,856	29.95%	110,953
Innovative Visuals, LLC	6,586	125	29.90%	146,461
1690 Cobb, LLC	-	-	5.00%	-
Federal Visuals, LLC	-	-	5.00%	500
Biggs Morrison Boxing, LLC	-	-	0.00%	-
Total	$ 501,010	$ 386,602		$ 980,182

			Minority	Minority
	Minority	Minority	Ownership	Equity
	Earnings	Distributions	December 31,	December 31,
Subsidiary	Fiscal 1999	Fiscal 1999	1998	1998
Unique Visuals, LLC	$ 28,550	$ 19,826	13.83%	$ 30,081
Creative Visuals, LLC	-	-	0.00%	-
Exciting Visuals, LLC	233,831	160,146	41.67%	292,445
Fantastic Visuals, LLC	221,722	157,033	48.75%	287,558
Northside Visuals, LLC	41,620	48,382	14.48%	56,472
Cheshire Visuals, LLC	-	-	5.00%	100
New York Video, LLC	51,151	23,510	49.95%	177,742
Innovative Visuals, LLC	-	-	49.90%	240,100
Federal Visuals, LLC	-	75,000	44.37%	51,000
Biggs Morrison Boxing, LLC	-	-	33.33%	100
Total	$ 576,904	$ 483,897		$ 1,135,598

Note 7 - Repurchase of Minority Interests

On September 21, 1999, the Company purchased a 20 percent ownership interest in Innovative Visuals, LLC from Ladue Partners, LLC for $100,000. The book value of the interest purchased was $100,000. This transaction resulted in increasing the Company's ownership interest in Innovative Visuals, LLC to 70.1 percent.

On October 1, 1999 the Company purchased all remaining minority ownership interests in Unique Visuals, LLC for $50,000. The book value of the interest purchased was $28,202. This transaction resulted in the recognition of $21,798 in goodwill, and increased the Company's ownership to 100 percent.

On December 30, 1999 the Company purchased a 16.67 percent interest in Exciting Visuals, LLC from Big Top Promo & Expo, Inc. for $389,316. The book value of the interest purchased was $179,745. This transaction resulted in the recognition of $209,571 in goodwill, and increased the Company's ownership to 75 percent.

On December 30, 1999 the Company purchased a 5.94 percent interest in Northside Visuals, LLC from Big Top Promo & Expo, Inc. for $43,407. The book value of the interest purchased was $20,055. This transaction resulted in the recognition of $23,352 in goodwill, and increased the Company's ownership to 91.46 percent.

On December 30, 1999 the Company purchased a 15 percent interest in New York Video, LLC from Big Top Promo & Expo, Inc. for $130,279. The book value of the interest purchased was $60,169. This transaction resulted in the recognition of $70,110 in goodwill, and increased the Company's ownership to 70.05 percent.

Note 8 - Issuance of Stock in Private Transactions

On August 1, 1999, the Company entered into an agreement with Stockbroker Associates, Inc. wherein Stockbrokers Associates, Inc. agreed to provide certain promotional and financial consulting services. The Company agreed to pay Stockbrokers Associates Inc. a fee of $260,000 in weekly installments of $5,000 for 52 weeks. In addition, the Company agreed to issue 100,000 shares of its common stock in four monthly installments of 25,000 shares commencing August 1, 1999. All of the stock issuable to Stockbroker Associates, Inc. was issued pursuant to Section 4(2) of the Securities Act of 1933, and is restricted stock

On October 12, 1999 the Company cancelled the agreement with Stockbroker Associates, Inc. in accordance with the terms of the agreement. As part of the cancellation, the Company agreed to issue Stockbroker Associates, Inc. 75,000 shares of common stock which was due and payable as of the date of cancellation under the contract.

On October 22, 1999, an option to purchase 25,000 shares of the Company's common stock at an exercise price of $0.05 per share expired without being exercised.

Note 9 - Contingencies

The Company has formed Limited Liability Companies (LLCs) to operate its locations. Distributions are made to the investors based on formulas set forth in the operating agreements for the LLCs. Under the terms of the operating agreements, distributions are to be made to the investors from net cash from operations of the LLC. The term "net cash from operations" is defined as the gross cash proceeds from operations (including, without limitation, sales and dispositions in the ordinary course of business) less the portion thereof used to pay or establish reserves for all LLC expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the Manager. Net cash from operations shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established. At December 31, 1999, the Company estimates that $158,265 has been withheld from distribution to minority investors for reserves. Should the reserved amounts be reduced, some, or all of that amount would be due and payable to the minority investors.

Beginning in July 1998, the Company has leased certain warehouse, maintenance, and janitorial employees from an employee leasing company operated by an employee of the Company. The Company believes that the employee leasing company may have failed to properly account for Federal and State employment taxes and pay them over to the taxing authorities on a timely basis. The Company believes that it is the only client of said employee leasing company. The Company has paid $507,485 to the employee leasing company through December 31, 1999. The company paid $227,799 and $146,818 respectively for the six months ended December 31, 1999 and 1998.

Note 10 - Subsequent Events

On January 10, 2000 the Company borrowed $250,000 from RFF Family Partnership, L.P. payable in 24 monthly installments of $11,768 including interest at 12 percent per annum. Additionally, there are loan fees of $16,000 and $10,000 payable at the inception of the loan and on or before January 10, 2001, respectively.

Note 11 - Related Party Transactions

The Company leased a building from a former minority owner before and after his remaining interest was acquired by Michael Morrison the Company's majority stockholder. Lease payments amounted to $73,000 and $-0- for the six months ended December 30, 1999 and 1998, respectively. The lease agreement was cancelled at November 30, 1999.

The spouse of one of the minority owners provided construction and renovation services to the Company amounting to $40,842 and $47,706 during the six months ended December 31, 1999 and 1998, respectively. The son-in-law of the same minority owner provided electrical work amounting to $12,257 and $24,660 during the six months ended December 31, 1999 and 1998, respectively.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 1999 on Form 10-QSB, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein.

The words "believe", "expect", "anticipate", "seek" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made .

Until the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 at this time, the Company cannot avail itself of the safe harbor protections of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934 with respect to any forward-looking statements contained herein.

Results of Operations

Revenues

For the six months ended December 31, 1999, the Company had net sales of $6,785,080, as compared to net sales in the six months ended December 31, 1998 of $6,551,875, an increase of $233,205, or 3.56%. Management believes the increase is primarily attributable to the maturation of two locations opened in Atlanta in February 1998 and August 1998, as well as the opening of a new location in Marietta, Georgia in July 1999. These locations showed an increase in net sales of 63.16%. This increase helped to offset a 13.31% reduction in net sales from the Company's inner-city locations. Management believes the decrease is primarily attributable to increased price competition in the Metropolitan Atlanta area.

Cost of Goods Sold

For the six months ended December 31, 1999, cost of goods sold were $1,972,468, as compared to cost of goods sold in the six months ended December 31, 1998 of $1,580,605, an increase of $391,863, or 24.79%. As a percentage of net sales, cost of goods sold increased from 24.12% to 29.07% from 1998 to 1999. Cost of goods sold as a percentage of net sales increased as a result of a change in the mix of sales to less profitable lines, most notably evidenced by a 25.63% decline in video viewing booth revenues.

General & Administrative Expenses

For the six months ended December 31, 1999, general and administrative expenses were $3,641,176, as compared to $3,225,099 in the six months ended December 31, 1998, an increase of $416,077, or 12.90%. As a percentage of net sales, general and administrative expenses increased from 49.22% to 53.66% from 1998 to 1999. The increase in general and administrative expenses was primarily the result of a $313,563 increase in promotional and consulting services relating to the Company pending registration under the Securities Exchange Act of 1934. Additionally there was an increase of $80,981 in the cost of leased janitorial, maintenance and warehouse employees, and an increase of $55,039 in advertising expenses.

Financial Income Net of Financial Expenses

For the six months ended December 31, 1999, financial income net of financial expenses increased by $77,837, from a loss of $27,385 for the six months ended December 31, 1998 to a profit of $50,452 for the six months ended December 31, 1999. This is primarily attributable to a decrease in interest expense of $35,682.55, and increases in interest income of $8,497, and in payment discounts of $25,703 from 1998 to 1999.

Income Taxes

For the six months ended December 31, 1999, the Company incurred income tax expense of $274,289, as compared to income tax expense of $432,530 for the six months ended December 31, 1998, a decrease of $158,241, or 36.58%. The decrease is primarily attributable to decreased income from operations during the six months ended December 31, 1999. As of December 31, 1999 and 1998, the Company had Deferred Income Taxes of $25,000 and $4,000, respectively. Statement of Financial Accounting Standards No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets of a company will not be realized. At December 31, 1999, no valuation allowance was recorded against the deferred tax asset because the Company determined from its projections that it is more likely than not that future taxable income will be sufficient to realize the deferred tax asset.

Net Income

For the six months ended December 31, 1999, the Company had net income of $446,590, compared to net income of $709,092 for the six months ended December 31, 1998, a decrease of $262,502, or37.02%. Even though the Company's general and administrative expenses increased dramatically, a substantial part of the increase was the result of non-recurring expenses incurred during the period and therefore may not be indicative of future results.

Liquidity and Capital Resources

As of December 31, 1999, the Company had net working capital of $1,726,561, compared to net working capital of $611,838 as of December 31, 1998, an increase of $1,114,723 and net working capital of $1,333,233 on June 30, 1999. As of December 31, 1999, the Company's long-term debt was $529,036, of which $110,299 was held by the Company's majority stockholder, as compared to long-term debt of $293,079 at December 31, 1998. Working capital was adversely effected during the six months ended December 31, 1999 by the payment of substantial income taxes, the buildup of inventory in its new stores and for the holiday season, and the purchase of a substantial minority interest. This was offset by earnings from operations and increases in accounts payable during the six months as well as an increase in long term debt. During the six months ended December 31, 1999, the Company continued to concentrate on improving and consolidating its long-term financial position. The improvements in the Company's balance sheet in fiscal 2000 should improve the long-term profitability of the Company's current operations and position the Company for future sustained growth.

The Company funds its short-term working capital needs, including the purchase of video and other inventory, primarily through cash from operations. The Company expects that cash from operations and extended vendor terms will be sufficient to fund future video and other inventory purchases and other working capital needs for its existing locations. As a part of its growth strategy, however, the Company requires greater working capital to fund the costs of new store openings. There can be no assurance that cash from operations and extended vendor terms will be sufficient to fund future video and other inventory purchases and other working capital to sustain the continued growth of the Company.

The Company's primary long-term capital needs are for opening and acquiring new locations. The Company expects to fund such needs through cash flows from operations, the net proceeds from the possible sale of debt or equity securities, bank credit facilities, trade credit, and equipment leases.

Quantitative and Qualitative Disclosure about Market Risk

The Company's market risk sensitive instruments do not subject it to material risk exposures. The carrying value of the Company's debt approximates fair value at June 30, 1999 and 1998. The carrying value of the Company's notes receivable approximate fair market value at June 30, 1999 and 1998.

Year 2000

The Year 2000 problem is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's computer systems that uses time-sensitive software programming may recognize a date using "00" as the year 1900 rather than the year 2000, which could result in miscalculations or system failures.

The Company has completed an assessment of all of its information technology systems, related computer applications, and any embedded systems contained in the Company's buildings, equipment, and other infrastructure and has determined that it is ready for the Year 2000. Substantially all of the Company's hardware and software systems have been verified as being Year 2000 compliant.

The Company has important and material relationships with a number of its vendors and suppliers and has obtained verification from these third parties that they expect to be Year 2000 compliant in time. However, if the Company's vendors and suppliers are unable to resolve such processing issues in a timely manner, it could result in material financial risk to the Company.

Management has determined that the costs of addressing potential problems are not expected to have a material adverse impact on the Company's financial position, results of operations, or cash flows in future periods. The worst-case scenario for the Company would be the failure of its stores' point-of-sale systems. The Company is in the process of developing back-up systems that do not rely on computers in response to this unlikely event.

PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

Not Applicable.

Item 2. Changes in Securities.

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5. Other Information.

Not Applicable.

Item 6. Exhibits and Reports on Form 8-K.

Not Applicable.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FOCUS ENTERTAINMENT INTERNATIONAL, INC.
Date: February 14, 2000	/s/ Michael S. Morrison
	By: Michael S. Morrison, President and Chief Financial Officer