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
SEPTEMBER 30, 2006
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 September 30, 2006, the Company had 12,373,397 shares of common
stock issued and outstanding.
Table of Contents
Page
Review Report of Independent Registered Public Accounting Firm
Condensed Consolidated Interim Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Turner, Jones &Associates, P.L.L.C.
Certified Public Accountants
108 Center Street, North, 2ndFloor
Vienna, Virginia 22180-5712
(703) 242-6500
FAX (703) 242-1600
To the Board of Directors and Stockholders of
Next Generation Media Corporation
7644 Dynatech Court
Springfield, VA 22153
We have reviewed the condensed consolidated balance sheet
of Next Generation Media Corporation and subsidiary as of
September 30, 2006, and the related condensed consolidated
statements of income and cash flows for the nine-month periods
ended September 30, 2006 and 2005. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with the standards of
the Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting
Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the condensed financial
statements, referred to above, for them to be in conformity with
accounting principles generally accepted in the United States of
America.
We have previously audited in accordance with the standards
of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet of Next Generation Media
Corporation and subsidiary as of December 31, 2005, and the
related consolidated statements of income, retained earnings,
and cash flows for the year then ended (not presented herein);
and in our report dated March 16, 2006, we expressed an
unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 2005, is
fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
s/s Turner, Jones & Associates, PLLC
Turner, Jones & Associates, PLLC
Vienna, Virginia
November 8, 2006
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Next Generation Media Corporation
Condensed Consolidated
Interim Financial Statements
For The Nine Months Ended September 30, 2006
With Review Report of Independent
Registered Public Accounting Firm
TURNER, JONES AND ASSOCIATES, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Next Generation Media Corporation
Consolidated Statements of Financial Position
ASSETS
(Unaudited) (Audited)
30-Sep December 31,
2006 2005
CURRENT ASSETS:
Cash and cash equivalents $ 436,538 $ 610,885
Accounts receivable, net of allowance
for uncollectible accounts 368,568 231,285
Trade notes receivable - 10,637
Inventories 84,622 60,847
Employee loans and advances - 2,874
Prepaid expenses & other current assets 66,669 28,658
Total current assets 956,397 945,186
PROPERTY, PLANT AND EQUIPMENT:
Equipment 1,501,829 1,475,962
Furniture and fixtures 79,348 69,348
Leasehold improvements 81,390 81,390
Computer equipment/software 219,459 192,140
Software development 195,961 157,981
Vehicles 9,200 9,200
Total property, plant and equipment 2,087,187 1,986,021
Less accumulated depreciation (1,589,007) (1,454,008)
Net property, plant and equipment 498,180 532,013
Intangibles, net of accumulated amortization 951,133 951,133
Deposits - 41,200
Total other assets 951,133 992,333
TOTAL ASSETS $ 2,405,710 $ 2,469,532
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Obligation under capital leases, current
Portion $ 44,332 $ 28,699
Notes payable, current portion 25,066 23,730
Accounts, accrued expenses and other
Payables 347,004 365,687
Customer deposits 186,455 -
Sales tax payable 12,071 1,794
Pension payable 13,378 48,519
Total current liabilities 628,306 468,429
LONG TERM LIABILITIES:
Obligation under capital lease 96,473 85,204
Notes payable, less current portion 44,866 63,861
Total long term liabilities 141,339 149,065
Total liabilities 769,645 617,494
STOCKHOLDERS' EQUITY :
Common stock, $.01 par value, 50,000,000 shares
authorized 12,373,397
issued and outstanding, respectively 123,734 123,734
Additional paid in capital 7,379,744 7,379,744
Accumulated deficit (5,869,227) (5,651,440)
Total stockholders' equity 1,634,251 1,852,038
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,403,896 $ 2,469,532
See accompanying notes and accountant's review report
Next Generation Media Corporation
Condensed Consolidated Statement of Income (Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
Revenues:
Sales, net of discounts $ 1,972,240 $ 2,128,298 $ 6,091,001 $ 6,317,474
Franchise fees - 66,000 89,000 193,000
Total revenues 1,972,240 2,194,298 6,180,001 6,510,474
Cost of Goods Sold: 1,538,625 1,501,507 4,675,941 4,431,584
Gross margin 433,615 692,791 1,504,060 2,078,890
General and administrative expenses 536,789 647,074 1,613,478 1,871,789
Depreciation 45,000 37,500 135,000 112,500
Total operating expenses 581,789 684,574 1,748,478 1,984,289
Gain/(Loss) from operations (148,174) 8,217 (244,418) 94,601
Other income and (expenses):
Interest income - 496 - -
Gain/Loss on legal settlement - - - 2,405
Miscellaneous income(expense) 24,002 (3) 39,445 1,485
Gain on disposal of equipment - - - 1,500
Interest expense (4,746) (3,696) (12,814) (7,486)
Total other income (expense) 19,256 (3,203) 26,631 (2,096)
Net income (128,918) 5,014 (217,787) 92,505
Gain applicable to common shareholders (128,918) 5,014 (217,787) 92,505
Basic gain/(loss) per common share -0.010 0.000 -0.018 0.007
Weighted average common shares
outstanding 12,373,397 12,373,397 12,373,397 12,373,397
Diluted gain per common share N/A N/A N/A 0.007
Fully diluted common shares outstanding 13,347,342 13,504,897 13,347,342 13,504,897
See accompanying notes and accountant's review report
Next Generation Media Corporation
Statement of Cash Flows - Unaudited
For The Nine Months Ended
30-Sep 30-Sep
2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ (217,787) $ 92,505
Adjustments to reconcile net
income to net cash provided by operating
activities:
Gain on disposal - (1,500)
Depreciation and amortization 134,999 112,500
(Increase) decrease in assets
Accounts & notes receivable (137,283) (147,944)
Inventories (23,775) 16,429
Prepaids and other current assets (24,500) (7,443)
Deposits 41,200 -
Increase (decrease) in liabilities
Accounts and other payables (43,547) 247,246
Customer deposits 186,455 -
Net cash flows provided(used) by
operating activities (84,238) 311,793
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of property and equipment - 1,500
Purchase of property and Equipment, net (101,166) (130,954)
Net cash provided/(used) by investing activities (101,166) (129,454)
CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for services - 18,500
Borrowings under notes payable and capital leases 53,524 100,990
Repayment of notes payable & capital leases (42,467) (33,556)
Net cash provided/(used) by financing activities 11,057 85,934
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: December 30, 2004 10,523,397 105,234 7,379,744 (5,669,414) $ 1,815,564
Shares issued 1,850,000 18,500 $ 18,500
Net Income 17,974 17,974
Balance: December 31, 2005 12,373,397 123,734 7,379,744 (5,651,440) $ 1,852,038
Net Income (217,787) (217,787)
Balance September 30, 2006 12,373,397 123,734 7,379,744 (5,869,227) $ 1,634,251
See accompanying notes and accountant's review report
Next Generation Media Corporation
Notes to Financial Statements - Unaudited
September 30, 2006
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 its 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 nine months ended September 30, 2006,
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 2005 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
September 30, 2006, the Company had approximately 38 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 September 30, 2006
and 2005 was $45,000 and $37,500, respectively.
Intangibles:
The Company has recorded goodwill based on the difference between the
cost and the fair value of certain purchased assets. The Company
annually evaluates the goodwill for possible impairment. The
analysis consists of a comparison of the Company's market
capitalization under SFAS No. 142 to the net fair market value of all
identifiable assets plus goodwill and/or projected cash flows to the
carrying value of the goodwill. Any excess book value over market
capitalization would be written off due to impairment.
Advertising Expense:
The Company expenses the cost of advertising and promotions as
incurred. Advertising costs charged to operations for the three
months ended September 30, 2006 and 2005 was $26,452 and $16,055.
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.
Substantially all services and or conditions are satisfied upon
receipt of payment. Franchise support of $150 per quarter per
franchisee is 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 an annual 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
September 30, 2006.
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:
On December 15, 2004, the Financial Accounting Standards Board issued
SFAS No. 123(R), Share-Based Payment, which amends SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No 123 (R) requires
that all share-based payments to employees, including grants of
employee stock options, be accounted for at fair value. The pro
forma disclosures previously permitted under SFAS No. 123 no longer
will be an alternative to financial statement recognition. Under
SFAS No. 123 (R), the Company must determine the appropriate fair
value model to be used for valuing share-based payments, the
amortization method for compensation cost and the transition method
to be used for valuing share-based payments, the amortization method
for compensation cost and the transition method to be used at date of
adoption. The Company previously adopted the fair-value-based method
of accounting for share-based payments under SFAS No. 123 effective
January 1, 2003 using the prospective method described in SFAS No.
148, Accounting for Stock-Based Compensation-Transition and
Disclosure. SFAS No. 123 (R) also amends SFAS No. 95, Statement of
Cash Flows, to require that excess tax benefits be reported as a
financing cash inflow rather than as a reduction of taxes paid. As
originally issued, SFAS No. 95 required all income tax payments to be
classified as operating cash outflows. This statement is effective
for fiscal periods beginning after June 15, 2005. The adoption of
the standard had no material impact on the Company's financial
position or net earnings.
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 September
30, 2006 and 2005 was $21,651 and $52,913 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.
Earnings Per Common Share:
As of September 30, 2006, 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 September 30, 2006
with a weighted average exercise price per share of $0.39 1,631,500
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 September 30, 2006.
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.
Accrued contributions for the quarter ended September 30, 2006 are $45000.
NOTE 3 - NOTES PAYABLE AND LINE OF CREDIT
Notes payable consists of the following:
Notes payable at September 30, 2006 consists of:
Obligation to Bank of America, bearing interest at 6.4% percent
per annum, the loan is payable in forty-eight monthly
installments of $2,395, including interest, and is
collateralized by the equipment financed. Balance outstanding
at September 30, 2006 was $70,167.
The 5 year schedule of maturities is as follows:
2006 $ 5,842
2007 25,318
2008 27,011
2009 11,761
Thereafter 0
$69,932
NOTE 4 - COMMON STOCK
During the nine months ended September 30, 2006 and 2005, the Company
issued zero and 1,850,000 shares of common stock respectively.
NOTE 5 - 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. Pursuant to an employment
agreement dated May 11, 2006, the Company authorized the issuance of
500,000 options to purchase its' common stock at $.10 per share to
the President/Chief Executive Officer.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Future minimum annual lease payments for capital and operating leases
as of September 30, 2006 are:
Operating Capital
2006 110,419 13,941
2007 219,107 55,770
2008 302,855 47,958
2009 314,969 27,243
2010 327,568 14,863
Thereafter 0 0
Total 1,274,918 159,775
Rent expense for the quarters ended September 30, 2006 and 2005 were
$70,227 and $67,526.
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 7 - 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 September
30, 2006 are as follows:
Total minimum lease payments $ 159,775
Amount representing interest 18,970
Present value of net minimum lease payments 140,805
Current portion 44,332
Long-term capital lease obligation $ 96,473
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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 September 30, 2006 were
$1,972,240, down slightly from $2,128,298 for the quarter ended
September 30, 2005. The company has entered into a partnership with
Leon Henry, Inc., a leader in the insert media marketing industry.
This partnership is a cost effective means for the company to
increase its market penetration for national advertising revenues.
The company has increased its financial commitment for marketing and
advertising to boost franchise sales. The company will continue to
offer incentive programs designed to facilitate growth of existing
franchises.
Total cost of goods sold in the quarter ended September 30, 2006 were
$1,538,625, up from $1,501,507 for the quarter ended September 30,
2005. The cost of raw materials, i.e., paper and envelopes, used in
the production of the entire product line, continue to increase. The
company has invested, in the last twenty-four months, approximately
$700,000, in both Information Technology and equipment solutions, to
contain rising labor and material costs and expects to start
realizing a return on the investment in 2007. Total gross margins
were $433,615 and $692,791 for the quarters ended September 30, 2006
and September 30, 2005 respectively.
Total operating expenses were $581,789 for the quarter ended
September 30, 2006, down from $647,074 for the quarter ended
September 30, 2005. This represents a decrease of 11% as management
worked to reduce costs and eliminate unnecessary expenditures.
The company has terminated two senior executives that failed to
produce results to the level that the company anticipated. The
company has since replaced these two positions with individuals who
the company believes can meet its stated sales goals and development
of current franchise network. These individuals have already begun
to demonstrate their capabilities in these critical areas. The
company remains committed to the goal of acquiring twenty new
franchises annually.
Total assets decreased slightly from $2,469,532 at December 31, 2005
to $2,405,710 at September 30, 2006, primarily due to a decrease in
cash and cash equivalents. Total current liabilities increased from
$617,494 at December 31, 2005 to $769,645 at September 30, 2006 due
in part to an increase of $186,455 in customer deposits.
Net cash flows used by operating activities were $84,238 for the
three-month period ended September 30, 2006 as compared to net cash
flows provided by operating activities of $311,793 for the three-
month period ended September 30, 2005.
Net cash used by investing activities was $101,166 for the three-
month period ended September 30, 2006, as compared to net cash used
by investing activities of $129,454 for the three-month period ended
September 30, 2005.
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 potential 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 2004, the FASB issued EITF No. 03-1, The Meaning of Other-
Than-Temporary Impairment and its Application to Certain Investments
which provides additional guidance on how companies, carrying debt
and equity securities at amounts higher than the securities fair
values, evaluate whether to record a loss on impairment. In
addition, EITF No. 03-1 provides guidance on additional disclosures
required about unrealized losses. The impairment accounting guidance
is effective for reporting periods beginning after June 15, 2004 and
the disclosure requirements are effective for annual reporting
periods ending after June 15, 2004. On September 30, 2004, the FASB
approved the issuance of FASB Staff Position EITF No. 03-1-1, which
delays the effective date for the application of the recognition and
measurement provisions of EITF No. 03-1 to investments in securities
that are impaired. Certain disclosure provisions in EITF No. 03-1
were effective for fiscal years ended after December 15, 2003 and
other disclosure provisions are effective for annual reporting
periods after June 15, 2004. The adoption of this statement is not
expected to have a material effect on the Company's consolidated
financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-
Based Payment ("SFAS 123 r"). This statement is a revision of SFAS
No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and its related
implementation guidance. SFAS 123r requires that compensation cost relating to
share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. This statement is effective beginning with the
Company's third quarter of fiscal year 2005. The Company is
currently evaluating the requirements of SDAF 123r and has not yet
fully determined the impact on its consolidated financial statements.
The adoption of this statement is not expected to have a material
effect on the Company's 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.
Uncertainly of future results
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.
Not Applicable.
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 September 30, 2006.
ITEM 5. OTHER INFORMATION.
Not Applicable.
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 No. 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).
10.1 Employment Agreement for Darryl Reed.
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).
31.1 Certification of Principal Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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: November 14, 2006 By: /s/ Darryl Reed
Darryl Reed, CEO