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 JUNE
30, 2004
OR
[ ] 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: 000-28083
NEXT GENERATION MEDIA CORP.
(Exact name of Company as specified in its charter)
Nevada 88-0169543
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7644 Dynatech Court, Springfield, Virginia 22153
(Address of principal executive offices) (Zip Code)
Company's telephone number: (703) 644-0200
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90
days. Yes X No___
As of June 30, 2004, the Company had 10,523,397 shares of common
stock issued and outstanding.
TABLE OF CONTENTS
Part I - Financial Information Page
Item 1
Review Report of Independent Certified Public Accountants
Condensed Consolidated Interim Financial Statements
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
Item 2. Management's Discussion And
Analysis Of Financial Condition
And Results Of Operations
Part Ii - Other Information
Item 1. Legal Proceedings
Item 2. Changes In Securities And Use Of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission Of Matters To A Vote Of Security Holders
Item 5. Other Information
Item 6. Exhibits And Reports On Form 8-K
Signature
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Next Generation Media Corporation
We have reviewed the accompanying condensed consolidated balance
sheet of Next Generation Media Corporation (a Nevada Corporation) as
of June 30, 2004 and 2003, and the related statements of earnings,
stockholders' equity, and cash flows for the three-month and six-
month periods then ended, in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute
of Certified Public Accountants. All information included in these
condensed consolidated interim financial statements is the
representation of the management of Next Generation Media Corporation.
A review of interim financial information consists principally
of inquiries of Company personnel and analytical procedures applied
to financial data. It is substantially less in scope than an audit
in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the
consolidated financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying consolidated
financial statements in order for them to be in conformity with
accounting principles accepted in the United States.
Vienna, Virginia
August 10, 2004
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Next Generation Media Corporation
Condensed Consolidated
Interim Financial Statements
For The Six Months Ended June 30, 2004
With Review Report of Independent
Certified Public Accountants
TURNER, JONES AND ASSOCIATES, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Table of Contents Page
Review Report of Independent Certified Public Accountants
Condensed Consolidated Interim Financial Statements
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
Next Generation Media Corporation
Consolidated Balance Sheets
For the Periods Ended
ASSETS
(Unaudited) (Audited)
June 30, December 31,
2004 2003
CURRENT ASSETS:
Cash and cash equivalents $ 439,354 $ 123,013
Accounts receivable, net of uncollectible accounts 260,150 411,256
Notes receivable 132,648 321,279
Inventories 88,288 66,410
Prepaid expenses & other current assets 100,032 46,434
Total current assets 1,020,472 968,392
PROPERTY, PLANT AND EQUIPMENT:
Equipment & vehicles 1,434,178 1,424,882
Furniture and fixtures 61,626 61,348
Leasehold improvements 70,188 80,644
Total property, plant and equipment 1,565,992 1,566,874
Less accumulated depreciation (1,262,394) (1,191,372)
Net property, plant and equipment 303,598 375,502
Intangibles, net of accumulated amortization 618,670 686,512
TOTAL ASSETS 1,942,740 2,030,406
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable, current portion 66,195 99,190
Accounts and other payables 231,796 128,567
Accrued expenses 124,680 156,003
Sales tax payable 9,584 207,684
Obligation under capital lease 11,095 9,753
Total current liabilities 443,350 601,197
LONG TERM LIABILITIES:
Notes payable 10,329 18,815
Obligation under capital lease 37,056 43,660
Total long term liabilities 47,385 62,475
Total liabilities 490,735 663,672
STOCKHOLDERS' EQUITY :
Common stock, $.01 par value, 50,000,000 shares
authorized and 10,523,397 105,234 105,234
issued and outstanding
Additional paid in capital 7,379,744 7,379,744
Accumulated deficit (6,032,973) (6,118,244)
Total stockholders' equity 1,452,005 1,366,734
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,942,740 2,030,406
See accompanying notes and accountant's review report
Next Generation Media Corporation
Condensed Consolidated Statement of Income (Unaudited)
For The Periods Ended
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
REVENUES (Note 1):
Coupon sales, net of discounts $ 1,980,194 $ 1,816,095 $ 3,779,299 $ 3,589,636
Franchise fees 119,000 31,100 235,500 57,700
Total revenues 2,099,194 1,847,195 4,014,799 3,647,336
COST OF GOODS SOLD:
Materials 288,898 290,785 518,602 548,500
Direct labor 399,998 368,371 774,154 738,119
Equipment repairs 7,565 1,904 12,542 7,156
Other direct costs 31,989 33,604 63,883 75,857
Postage and delivery 653,333 553,228 1,165,920 1,105,039
Payroll taxes from direct labor 30,607 28,269 59,230 56,562
Total cost of goods sold 1,412,390 1,276,161 2,594,331 2,531,233
Gross margin 686,804 571,034 1,420,468 1,116,103
OPERATING EXPENSES:
401(k) matching 12,000 10,500 24,000 21,000
Advertising 13,058 12,290 23,516 17,342
Amortization 33,921 33,921 67,842 67,843
Bad debt expense 180,000 7,500 210,000 15,000
Depreciation 40,155 40,155 71,022 80,310
Franchise development and support 88,759 11,507 172,353 33,654
Insurance 13,238 15,751 28,264 27,188
Meals and entertainment 1,974 4,457 2,556 7,007
Office expense 26,406 16,750 53,539 33,252
Other expenses 37,144 27,062 64,044 43,304
Payroll 244,371 153,926 461,493 296,523
Payroll taxes 20,204 13,398 45,650 32,912
Professional fees 31,386 17,591 66,252 63,018
Property taxes 5,214 3,900 8,589 7,800
Rent and pass thru expenses 71,061 68,472 141,289 136,144
Repairs and maintenance 9,468 4,970 16,280 9,362
Travel and conferences - - - -
Utilities 20,559 22,321 38,797 43,255
Total operating expenses 848,918 464,471 1,495,486 934,914
Gain/(Loss) from operations (162,114) 106,563 (75,018) 181,189
OTHER INCOME AND EXPENSES:
Interest income - - - -
Other income (expense) - 1,650 - 5,730
Gain on sales tax settlement 176,664 - 176,664 -
Interest expense (11,329) (4,123) (16,374) (9,539)
Total other income (expense) 165,335 (2,473) 160,290 (3,809)
Net Income/(Loss) 3,221 104,090 85,272 177,380
Gain/(Loss) applicable to common shareholders 3,221 104,090 85,272 177,380
Basic gain/(loss) per common share 0.00031 0.01 0.0081 0.02
Weighted average common shares outstanding 10,523,397 9,523,397 10,523,397 9,523,397
Diluted gain per common share 0.00023 0.01 0.0060 0.02
Fully diluted common shares outstanding 14,213,397 10,863,397 14,213,397 10,863,397
See accompanying notes and accountant's review report
Next Generation Media Corporation
Consolidated Statements of Stockholders' Equity-Unaudited
Additional
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
Balance: January 1, 2003 9,523,397 95,234 7,343,744 (6,280,350) $ 1,158,628
Common stock issued in
exchange for services 1,000,000 10,000 36,000 - 46,000
Net Income - Year to Date - - - 162,106 162,106
Balance: December 31, 2003 10,523,397 105,234 7,343,744 (6,118,244) 1,366,734
Net Income - Year to Date - - - 85,271 85,271
Balance: June 30, 2004 10,523,397 105,234 7,343,744 (6,032,973) 1,452,005
See accompanying notes and accountant's review report
Next Generation Media Corporation
Statement of Cash Flows - Unaudited
For The Three Months Ended
30-June 30-June
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 3,221 $ 104,090
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 74,076 74,076
Settlement of sale tax (176,664) -
(Increase) decrease in assets
Accounts & notes receivable 447,367 (23,032)
Inventories (29,961) 788
Prepaids and other current assets (50,513) 5,985
Increase (decrease) in liabilities
Accounts and other payables 19,580 (163,877)
Accrued expenses (28,972) (53,400)
Net cash flows (used) by operating activities 258,134 (55,370)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (6,016) (567,526)
Net cash provided/(used) by investing activities (6,016) (567,526)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under capital lease - 60,063
Repayment of capital leases (2,657) (2,038)
Repayment of notes payable (33,147) (13,271)
Borrowings under notes payable - 25,500
Net cash provided/(used) by financing activities (35,804) 70,254
NET INCREASE/(DECREASE) IN CASH 216,314 (52,642)
CASH, BEGINNING OF PERIOD 223,040 212,427
CASH, END OF PERIOD 439,354 159,785
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Income taxes - -
Interest 11,329 -
See accompanying notes and accountant's review report
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements
included herein have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (SEC). The
interim condensed consolidated accounts of Next Generation Media
Corporation and it's subsidiary (collectively, the Company). In the
opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary for a fair statement of the
financial position, results of operations and cash flows for the
interim periods presented have been made. The preparation of the
financial statements includes estimates that are used when accounting
for revenues, allowance for uncollectible receivables,
telecommunications expense, depreciation and amortization and certain
accruals. Actual results could differ from those estimates. The
results of operations for the three months ended June 30, 2004, are
not necessarily indicative of the results to be expected for the full
year. Some information and footnote disclosures normally included in
financial statements or notes thereto prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to SEC rules and regulations. The Company believes,
however, that its disclosures are adequate to make the information
provided not misleading. You should read these interim consolidated
financial statements in conjunction with the consolidated financial
statements and notes thereto included in the Company's 2003 Annual
Report on Form 10-KSB.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business:
Next Generation Media Corporation was incorporated in the State of
Nevada in November of 1980 as Micro Tech Industries Inc., with an
official name change to Next Generation Media Corporation in April of
1997. The Company, through its wholly owned subsidiary, United
Marketing Solutions, Inc., provides direct marketing products, which
involves the designing, printing, packaging, and mailing of public
relations and marketing materials and coupons for retailers who
provide services. Sales are conducted through a network of
franchises that the Company supports on a wholesale basis. At June
30, 2004, the Company had approximately 52 active area franchise
operations located throughout the United States.
Property and Equipment:
Property and equipment are stated at cost. The company uses the
straight-line method in computing depreciation for financial
statement purposes.
Expenditures for repairs and maintenance are charged to income, and
renewals and replacements are capitalized. When assets are retired
or otherwise disposed of, the cost of the assets and the related
accumulated depreciation are removed from the accounts.
Estimated useful lives are as follows:
Furniture, fixtures and equipment 7-10 years
Leasehold Improvements 10 years
Vehicles 5 years
Computer & Software 5 years
Depreciation expense for the three months ended June 30, 2004 and
2003 was $40,155.
Intangibles:
The Company has recorded goodwill based on the difference between the
cost and the fair value of certain purchased assets and it is being
amortized on a straight-line basis over the estimated period of
benefit, which ranges from five (5) to ten (10) years. The Company
periodically evaluates the goodwill for possible impairment. The
analysis consists of a comparison of future
projected cash flows to the carrying value of the goodwill. Any
excess goodwill would be written off due to impairment. In addition,
the Company has a covenant not to compete, which is being amortized
over five (5) years. Amortization expense for the three months ended
June 30, 2004 and 2003 was $33,921 and $33,922, respectively.
Advertising Expense:
The Company expenses the cost of advertising and promotions as
incurred. Advertising costs charged to operations for the three
months ended June 30, 2004 and 2003 was $13,058 and $12,290.
Revenue Recognition:
The Company recognizes revenue from the design production and
printing of coupons upon delivery. Revenue from initial franchise
fees is recognized when substantially all services or conditions
relating to the sale have been substantially performed. Franchise
support and other fees are recognized when billed to the franchisee.
Amounts billed or collected in advance of final delivery or shipment
are reported as deferred revenue.
Impairment of Long-Lived Assets:
The Company reviews the carrying values of its long-lived assets for
possible impairment on a periodic basis and whenever events or
changes in circumstances indicate that the carrying amount of the
assets should be addressed. The Company believes that no permanent
impairment in the carrying value of long-lived assets exists as of
June 30, 2004.
Comprehensive Income:
The Company has adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income". Comprehensive income as
defined includes all changes to equity except that resulting from
investments by owners and distributions to owners. The company has
no item of comprehensive income to report.
Reclassifications:
Certain prior year amounts have been reclassified to conform to the
current year presentation.
New Accounting Pronouncements:
FASB Interpretation No. 45 - In November 2002, the FASB issued
interpretation No. 45, Guarantor's Accounting and Disclosures
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN 45), which changes the accounting for,
and disclosure of, guarantees. Beginning with transactions entered
into after December 31, 2002, the Interpretation requires certain
guarantees to be recorded at fair value, which is different from
prior practice, which was generally to record a liability only when a
loss was probable and reasonably estimable, as defined by SFAS No. 5,
Accounting for Contingencies. In general, FIN 45 applies to contracts
or indemnification agreements that require Next Generation Media
Corporation to make payments to a guaranteed third-party based on
changes in an underlying that is related to an asset, liability, or
an equity security of the guaranteed party. The accounting provisions
of FIN 45 apply only to new transactions entered into after December
31, 2002. FIN 45 immediately requires new disclosures effective
immediately. The adoption of FIN45 does not have a material impact on
the Company's financial position, results of operations or cash flows.
Use of Estimates:
The preparation of financial statements in accordance 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. Actual results could differ from those estimates.
Income Taxes:
The Corporation uses Statement of Financial Standards No. 109
"Accounting for Income Taxes" (SFAS No. 109) in reporting deferred
income taxes. SFAS No. 109 requires a company to recognize deferred
tax liabilities and assets for expected future income tax
consequences of events that have been recognized in the company's
financial statements. Under this method, deferred tax assets and
liabilities are determined based on temporary differences in
financial carrying amounts and the tax bases of assets and
liabilities using enacted tax rates in effect in the years in which
temporary differences are expected to reverse.
Risks and Uncertainties:
The Company operates in an environment where intense competition
exists from other companies. This competition, along with increases
in the price of paper, can impact the pricing and profitability of
the Company.
Credit Risk:
The Company at times may have cash deposits in excess of federally
insured limits.
Accounts Receivable:
The Corporation grants credit to its customers, which includes the
retail sector and their own franchisees. The Company establishes an
allowance for doubtful accounts based upon on a
percentage of accounts receivable plus those balances the Company
feels will be uncollectible. Allowance for uncollectible accounts as
of June 30, 2004 and 2003 was $36,940 and $62,197 respectively.
Cash and Cash Equivalents:
The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.
Earnings Per Common Share:
The Company calculates its earnings per share pursuant to Statement
of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128"). Under SFAS No. 128, basic earnings per share is
computed by dividing reported earnings available to common
stockholders by weighted average shares outstanding. Diluted
earnings per share reflect the potential dilution assuming the
issuance of common shares for all potential dilutive common shares
outstanding during the period.
As of June 30, 2004, the Company had financial obligations that could
create future dilution to the Company's common shareholders and are
not currently classified as common shares of the company. The
following table details such instruments and obligations and the
common stock comparative for each. The common stock number is based
on specific conversion or issuance assumptions pursuant to the
corresponding terms of each individual instrument or obligation.
Instrument or Obligation
Stock options outstanding as of June 30, 2004
with a weighted average exercise price per share
of $0.26 3,690,000
Inventories:
Inventories consist primarily of paper, envelopes, and printing
materials and are stated at the lower of cost or market, with cost
determined on the first-in, first-out method.
Principles of Consolidation:
The accompanying consolidated financial statements include the
accounts of the parent company, Next Generation Media Corporation and
its subsidiaries as of June 30, 2004.
NOTE 2 - RETIREMENT PLAN
The company maintains a 401(k) defined contribution plan covering
substantially all employees. The Corporation may elect to contribute
up to 3% of each eligible employee's gross wages. Employees can
elect up to 15% of their salary to be contributed before income
taxes, up to the annual limit set by the Internal Revenue Code. The
company anticipates making a contribution for 2004. Accrued
contributions for the quarter ended June 30, 2004 are $12,000.
NOTE 3 - NOTES PAYABLE AND LINE OF CREDIT
Notes payable consists of the following:
June 30, 2004 Amount
Note payable to CIT Group, interest of 10% on principal only,
collateralized by the equipment of United Marketing Solutions,
Inc. $ 9,498
Note payable to PS Business Parks, face amount of $130,000,
interest at 5%, payable over three years. $ 26,824
Note payable to Capital York, unsecured with payments
inclusive of interest of $1,000 per month $ 13,500
Note payable to Frank Parsons Paper payable in monthly
installments over twelve months $ 16,077
Promissory note payable to former executive
payable in twenty-four monthly installments of $3,452
at 0% interest $ 10,625
$ 76,524
Less: Current portion $ 66,195
Long-term portion $ 10,329
The five-year schedule of maturities is as follows:
2004 $57,709
2005 16,972
2006 1,843
$76,524
NOTE 4 - NOTES RECEIVABLE
On June 30, 2000, the Company executed a promissory note with UNICO,
Inc. for $200,000 in conjunction with the sale of Independent News,
Inc. The note is outstanding and currently in default, the Company's
management considers $50,000 of the note collectible. Accordingly,
the Company recognized $150,000 of bad debt expense during the
quarter ended June 30, 2004.
NOTE 5 - COMMON STOCK
During the three months ended June 30, 2004 and 2003, the Company
issued no shares of common stock.
In 2003, the Company issued 2,350,000 options to purchase shares of
common stock at $0.01 per share to members of the Company's Board of
Directors and employees. The options were issued at the then fair
market value of the underlying shares. In addition, the Company
issued 1,000,000 shares of common stock valued at $46,000 to various
consultants and employees for services rendered.
NOTE 6 - EMPLOYEE STOCK INCENTIVE PLAN
On December 26, 2001, the Company adopted the Employee Stock
Incentive Plan authorizing 3,000,000 shares at a maximum offering
price of $0.10 per share for the purpose of providing employees
equity-based compensation incentives. The Company issued no shares
under the plan during the periods.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Future minimum annual lease payments for capital and operating leases
as of June 30, 2004 are:
Operating Capital
2004 162,940 7,302
2005 282,780 14,628
2006 280,006 14,628
2007 23,409 14,628
2008 0 4,916
Thereafter 0 0
Total 749,135 56,102
Rent expense for the quarters ended June 30, 2004 and 2003 were
$64,928 and $62,431.
The Company has entered into various employment contracts. The
contracts provided for the award of present and/or future options to
purchase common stock at then fair market value of the underlying
shares at date of grant or vesting. The contracts can be terminated
without cause upon written notice within thirty to ninety days.
The Company is party to various legal matters encountered in the
normal course of business. In the opinion of management and legal
counsel, the resolution of these matters will not have a material
adverse effect on the Company's financial position or the future
results of operations.
NOTE 8 - OBLIGATION UNDER CAPITAL LEASE
The Company acquired machinery under the provisions of a long-term
leases. For financial reporting purposes, minimum lease payments
relating to the machinery have been capitalized.
The future minimum lease payments under capital leases and net
present value of the future minimum lease payments as of June 30,
2004 are as follows:
Total minimum lease payments $56,102
Amount representing interest 7,951
Present value of net minimum lease payments 48,151
Current portion 11,095
Long-term capital lease obligation $37,056
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following Management Discussion and Analysis should be read in
conjunction with the financial statements and accompanying notes
included in this Form 10-QSB.
Total revenues in the quarter ended June 30, 2004 and the six months
ended June 30, 2004, respectively $2,099,194 and $4,014,799, increased
from $1,847,195 in the quarter ended June 30, 2003 and $3,647,336 in
the six months ended June 30, 2003, a three month increase of thirteen
percent (13%) and a six month increase of ten percent (10%).
Total cost of goods sold in the quarter ended June 30, 2004 and the
six months ended June 30, 2004, respectively, $1,412,390 and
$2,594,331, increased from $1,276,161 in the quarter ended June 30,
2003 and $2,531,233 in the six months ended June 30, 2003, a three
month increase of ten percent (10%) and a six month increase of two
percent (2%). The gross margin in the quarter ended June 30, 2004 and
the six months ended June 30, 2004, respectively, $686,804 and
$1,420,468, increased from $571,034 in the quarter ended June 30, 2003
and $1,116,103 in the six months ended June 30, 2003, a three month
increase of twenty percent (20%) and a six month increase of twenty-
seven percent (27%).
Total operating expenses in the quarter ended June 30, 2004 and the
six months ended June 30, 2004, respectively, $849,918 and $1,495,486,
increased from $464,471 in the quarter ended June 30, 2003 and
$934,914 in the six months ended June 30, 2003, a three month increase
of eighty-two percent (82%) and a six month increase of sixty percent
(60%). The greatest percentage of this increase in expenses was due
to an increase of bad debt expense of $172,500, an increase in
franchise development and support of $77,254 and an increase in
payroll expense of $90,445.
Total net gain from operations in the quarter ended June 30, 2004 and
the six months ended June 30, 2004, respectively, $3,221 and $85,272,
decreased from a gain of $104,090 in the quarter ended June 30, 2003
and $177,380 in the six months ended June 30, 2003.
Total assets grew decreased slightly from $2,030,406 at December 31,
2003 to $1,942,740 at June 30, 2004. Total current liabilities
decreased from $663,672 at December 31, 2003 to $490,735 at June 30, 2004.
Net cash flows by operating activities was $258,134 for the period
ended June 30, 2004 as compared to $55,370 used for the period ended
June 30, 2003.
Cash provided by investing activities was $6,016 used for the period
ended June 30, 2004, as compared to net cash used by investing
activities of $567,526 for the period ended June 30, 2003.
While the Company has raised capital to meet its working capital and
financing needs in the past, additional financing may be required in
order to meet the Company's current and projected cash flow deficits
from operations. As previously mentioned, the Company has obtained
financing in the form of equity in order to provide the necessary
working capital. The Company currently has no other commitments for
financing. There are no assurances the Company will be successful in
raising the funds required.
The Company has issued shares of its common stock from time to time
in the past to satisfy certain obligations, and expects in the future
to also acquire certain services, satisfy indebtedness and/or make
acquisitions utilizing authorized shares of the capital stock of the
Company.
Quantitative And Qualitative Disclosures About Market Risk
In the normal course of business, operations of the Company may be
exposed to fluctuations in interest rates. These fluctuations can
vary the cost of financing, investing, and operating transactions.
Because the Company has only fixed rate short-term debt, there are no
material impacts on earnings due to fluctuations in interest rates.
New Accounting Pronouncements
In March 2000, the Financial Accounting Standards Board issued
interpretation No. 44 ("FIN 44"), "Accounting for Certain
Transactions Involving Stock Compensation, an Interpretation of APB
Opinion No. 25". FIN 44 clarifies the application of APB No. 25 for
(a) the definition of employee for purposes of applying APB No. 25,
(b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various
modifications to previously fixed stock option or award, and (d) the
accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000 but certain conclusions
cover specific events that occur after either December 15, 1998 or
January 12, 2000. The adoption of FIN 44 did not have an affect on
the Company's financial statements but may impact the accounting for
grants or awards in future periods
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business
Combinations (FAS 141), and FAS 142, Goodwill and Other Intangible
Assets (FAS 142). FAS 141 addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a
business combination. FAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business
combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other
intangibles subsequent to their acquisition. These standards require
all future business combinations to be accounted for using the
purchase method of accounting. Goodwill will no longer be amortized
but instead will be subject to impairment tests at least annually.
The Company is required to adopt FAS 141 and FAS 142 on a prospective
basis as of January 1, 2002; however, certain provisions of these new
standards may also apply to any acquisitions concluded subsequent to
June 30, 2001. As a result of implementing these new standards, the
Company will discontinue the amortization of goodwill as of December
31, 2001. The Company does not believe that the adoption of FAS 141
or 142 will have a material impact on its consolidated financial
statements.
In October 2001, the Financial Accounting Standards Board issued FAS
144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
(FAS 144). FAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement
supersedes FAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of" (FAS 121) and
related literature and establishes a single accounting model, based
on the framework established in FAS 121, for long-lived assets to be
disposed of by sale. The Company is required to adopt FAS 144 no
later than January 1, 2002. The Company does not believe that the
adoption of FAS 144 will have a material impact on its consolidated
financial statements.
Forward Looking Statements.
The foregoing Managements Discussion and Analysis of Financial
Condition and Results of Operations "forward looking statements"
within the meaning of Rule 175 under the Securities Act of 1933, as
amended, and Rule 3b-6 under the Securities Act of 1934, as amended,
including statements regarding, among other items, the Company's
business strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and the
industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, including but
not limited to, those risks associated with economic conditions
generally and the economy in those areas where the Company has or
expects to have assets and operations; competitive and other factors
affecting the Company's operations, markets, products and services;
those risks associated with the Company's ability to successfully
negotiate with certain customers, risks relating to estimated
contract costs, estimated losses on uncompleted contracts and
estimates regarding the percentage of completion of contracts,
associated costs arising out of the Company's activities and the
matters discussed in this report; risks relating to changes in
interest rates and in the availability, cost and terms of financing;
risks related to the performance of financial markets; risks related
to changes in domestic laws, regulations and taxes; risks related to
changes in business strategy or development plans; risks associated
with future profitability; and other factors discussed elsewhere in
this report and in documents filed by the Company with the Securities
and Exchange Commission. Many of these factors are beyond the
Company's control. Actual results could differ materially from these
forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained in this Form 10-QSB will, in fact, occur. The
Company does not undertake any obligation to revise these forward-
looking statements to reflect future events or circumstances and
other factors discussed elsewhere in this report and the documents
filed or to be filed by the Company with the Securities and Exchange
Commission.
Inflation
In the opinion of management, inflation has not had a material effect
on the operations of the Company.
Trends, Risks and Uncertainties
The Company has sought to identify what it believes to be the most
significant risks to its business as discussed in "Risk Factors"
above, but cannot predict whether or to what extent any of such risks
may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an
investment decision with respect to the Company's stock.
Limited operating history; anticipated losses; uncertainly of future
results
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. The
Company's prospects must be evaluated with a view to the risks
encountered by a company in an early stage of development,
particularly in light of the uncertainties relating to the business
model that the Company intends to market and the potential acceptance
of the Company's business model. The Company will be incurring costs
to develop, introduce and enhance its products, to establish
marketing relationships, to acquire and develop products that will
complement each other, and to build an administrative organization.
To the extent that such expenses are not subsequently followed by
commensurate revenues, the Company's business, results of operations
and financial condition will be materially adversely affected. There
can be no assurance that the Company will be able to generate
sufficient revenues from the sale of its products and services. The
Company expects that negative cash flow from operations may exist for
the next 12 months as it continues to develop and market its products
and services. If cash generated by operations is insufficient to
satisfy the Company's liquidity requirements, the Company may be
required to sell additional equity or debt securities. The sale of
additional equity or convertible debt securities would result in
additional dilution to the Company's shareholders.
Potential fluctuations in quarterly operating results may fluctuate
Significantly in the future as a result of a variety of factors, most
of which Are outside the Company's control including: the demand for
the Company's products and services; seasonal trends in demand and
pricing of products and services; the amount and timing of capital
expenditures and other costs relating to the expansion of the
Company's operations; the introduction of new services and products
by the Company or its competitors; price competition or pricing
changes in the industry; political risks and uncertainties involving
the world's markets; technical difficulties and general economic
conditions. The Company's quarterly results may also be significantly
affected by the impact of the accounting treatment of acquisitions,
financing transactions or other matters. Particularly the Company's
early stage of development, such accounting treatment can have a
material impact on the results for any quarter. Due to the foregoing
factors, among others, it is likely that the Company's operating
results will fall below the expectations of the Company or investors
in some future quarter.
Management of Growth
The Company may experience growth in the number of employees relative
to its current levels of employment and the scope of its operations.
In particular, the Company may need to hire sales, marketing and
administrative personnel. Additionally, acquisitions could result in
an increase in employee headcount and business activity. Such
activities could result in increased responsibilities for management.
The Company believes that its ability to increase its customer
support capability and to attract, train, and retain qualified
technical, sales, marketing, and management personnel, will be a
critical factor to its future success. In particular, the
availability of qualified sales and management personnel is quite
limited, and competition among companies to attract and retain such
personnel is intense. During strong business cycles, the Company may
experience difficulty in filling its needs for qualified sales, and
other personnel.
The Company's future success will be highly dependent upon its
ability to successfully manage the expansion of its operations. The
Company's ability to manage and support its growth effectively will
be substantially dependent on its ability to implement adequate
financial and management controls, reporting systems, and other
procedures and hire sufficient numbers of financial, accounting,
administrative, and management personnel. The Company is in the
process of establishing and upgrading its financial accounting and
procedures. There can be no assurance that the Company will be able
to identify, attract, and retain experienced accounting and financial
personnel. The Company's future operating results will depend on the
ability of its management and other key employees to implement and
improve its systems for operations, financial control, and
information management, and to recruit, train, and manage its
employee base. There can be no assurance that the Company will be
able to achieve or manage any such growth successfully or to
implement and maintain adequate financial and management controls and
procedures, and any inability to do so would have a material adverse
effect on the Company's business, results of operations, and
financial condition.
The Company's future success depends upon its ability to address
potential market opportunities while managing its expenses to match
its ability to finance its operations. This need to manage its
expenses will place a significant strain on the Company's management
and operational resources. If the Company is unable to manage its
expenses effectively, the Company's business, results of operations,
and financial condition will be materially adversely affected.
Risks associated with acquisitions
Although the Company does not presently intend to do so, as part of
its business strategy in the future, the Company could acquire assets
and businesses relating to or complementary to its operations. Any
acquisitions by the Company would involve risks commonly encountered
in acquisitions of companies. These risks would include, among other
things, the following: the Company could be exposed to unknown
liabilities of the acquired companies; the Company could incur
acquisition costs and expenses higher than it anticipated;
fluctuations in the Company's quarterly and annual operating results
could occur due to the costs and expenses of acquiring and
integrating new businesses or technologies; the Company could
experience difficulties and expenses in assimilating the operations
and personnel of the acquired businesses; the Company's ongoing
business could be disrupted and its management's time and attention
diverted; the Company could be unable to integrate successfully.
PART II.
ITEM 1. LEGAL PROCEEDINGS.
Other than as set forth below, the Registrant is not a party to any
material pending legal proceedings and, to the best of its knowledge,
no such action by or against the Registrant has been threatened.
The Company is subject to other legal proceedings and claims that
arise in the ordinary course of its business. Although occasional
adverse decisions or settlements may occur, the Company believes that
the final disposition of such matters will not have material adverse
effect on its financial position, results of operations or liquidity.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Sales of Unregistered Securities.
The Registrant had no sales of unregistered securities during the
three-month period ending June 30, 2004.
Use of Proceeds.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were not any matters submitted requiring a vote of security
holders during the three-month period ending June 30, 2004.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the three-month period covered in this Form 10-QSB.
(b) Exhibits. Exhibits included or incorporated by reference
herein: See Exhibit Index.
EXHIBIT INDEX
Exhibit Description
3.1 Articles of Incorporation, under the name Micro Tech
Industries, Inc. (incorporated by reference in the filing
of the Company's annual report on Form 10KSB filed on April
15, 1998).
3.2 Amendment to the Articles of Incorporation (incorporated by
reference in the Company's quarterly report filed on Form
10 Q filed on May 15, 1997).
3.3 Amended and Restated Bylaws (incorporated by reference in
the filing of the Company's annual report on Form 10KSB
filed on November 12, 1999).
16.1 Letter on change in certifying accountant (incorporated by
reference in the filing of the Company's current report on
Form 8-K filed on January 5, 2001).
CERTIFICATIONS
I, Darryl Reed, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Next
Generation Media Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations, and cash flows of the registrant as of, and for the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant
and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions);
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions, with regard to significant deficiencies and material
weaknesses.
Date: August 13, 2004
/s/ Darryl Reed
Darryl Reed, President
CERTIFICATIONS
I, Phillip Trigg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Next
Generation Media Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations, and cash flows of the registrant as of, and for the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for the
registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions);
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions, with regard to
significant deficiencies and material weaknesses.
Date: August 13, 2004
/s/ Phillip Trigg
Phillip Trigg, Treasurer
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, thereunto duly
authorized.
Next Generation Media Corp.
Dated: August 13, 2004 By: /s/ Darryl Reed
Darryl Reed, President