As filed with the Securities and Exchange Commission on May 14, 2001
Registration No. ________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------------------
For quarter ended March 31, 2001
Commission File Number 0-29195
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
Colorado (7310) 84-1463284
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
101 Philippe Parkway, Suite 300
Safety Harbor, Florida 34695
(727) 797-6664
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(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
John D. Thatch, President
New Millennium Media International, Inc.
101 Philippe Parkway Suite 300
Safety Harbor, Florida 34695
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant (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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No[ ]
As of March 31, 2001 there were 30,284,314 shares of the Company's common stock
issued, outstanding and subscribed.
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
INDEX
Page
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Part I Financial Information.................................................5
Item 1 Financial Statements ........................................5
Condensed Balance Sheet......................................5
Condensed Statement of Operations............................6
Condensed Statement of Cash Flows............................7
Notes to the Condensed Financial Statements..................8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations................9
Overview.....................................................9
Plan of Operations...........................................9
Results of Operations........................................9
Net Loss....................................................10
Item 3 Quantitative and Qualitative Disclosures
About Market Risk...........................................10
Part II Other Information....................................................10
Item 1 Legal Proceedings...........................................10
Item 2 Changes in Securities and Use of Proceeds...................10
Common Stock................................................10
Item 3 Defaults Upon Senior Securities.............................10
Item 4 Submission of Matters to a Vote of Security Holders.........10
Item 5 Other Information...........................................11
Item 6 Exhibits and Reports on Form 8-K............................11
Signatures....................................................................11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
CONDENSED BALANCE SHEET
March 31, December 31,
2001 2000
(Unaudited) (Audited)
------------ ------------
ASSETS
Current Assets:
Cash $ 3,127 $ --
Accounts Receivable 92,868 16,636
Inventories 3,255 3,255
Prepaid Assets 9,096 9,096
------------ ------------
Total Current Assets 108,346 28,987
------------ ------------
Furniture and Equipment-Net 905,036 924,148
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Other Assets
Other Assets -- --
Goodwill, net of accumulated amortization
of $67,793and $79,091, respectively 599,003 610,301
------------ ------------
Total Other Assets 599,003 610,301
------------ ------------
$ 1,612,385 $ 1,563,436
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 66,870 $ 81,556
Accrued expenses payable 130,766 73,562
Related payables 719,044 658,110
------------ ------------
Total Current Liabilities 916,680 813,228
------------ ------------
Long-term Liabilities -- --
Stockholders' Equity
Common stock, par value $.001; 75,000,000 shares authorized,
28,440,614 and 30,284,314 shares issued and outstanding,
respectively, 2000 and 2001 30,284 28,441
Preferred stock, par value $.001; shares authorized, 10,000,000
no shares issued and outstanding --
Additional paid in capital 2,789,851 2,741,694
Deficit (2,124,430) (2,019,927)
------------ ------------
Total Stockholders' Equity 695,705 750,208
------------ ------------
$ 1,612,385 $ 1,563,436
============ ============
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CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the For the
quarter ended quarter ended
3/31/01 3/31/00
------------ ------------
Income $ 143,750 $ --
Costs and Expenses:
General and administrative $ 201,953 $ 101,877
Interest expense 11,184 16,000
Depreciation and amortization 35,116 5,998
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Total costs and expenses 248,253 123,875
------------ ------------
Loss from Operations (104,503) (123,875)
Net Loss $ (104,503) $ (123,875)
============ ============
Basic Loss Per Common Share $ (0.003) $ (0.005)
============ ============
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the For the
Quarter Ended Quarter Ended
3/31/01 3/31/00
------------ ------------
Cash Flows from Operating Activities:
Net income (loss) $ (104,503) $ (123,875)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 35,116 5,998
(Increase) decrease in accounts receivable (76,232) --
(Increase) decrease in inventories -- (18,750)
(Increase) decrease in prepaid expenses -- (5,000)
Increase (decrease) in accounts payable
and accrued expenses 42,517 (30,398)
------------ ------------
Net cash provided by (used in) operating activities (103,102) (172,025)
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Cash Flows from Investing Activities
Purchase of goodwill -- (500)
Purchase of fixed assets (4,705) (3,457)
------------ ------------
Net provided by (used in) investing activities (4,705) (3,957)
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Cash Flows from Financing Activities
Proceeds from notes payable - Related 60,934 15,000
Proceeds from common stock transactions 50,000 444,000
------------ ------------
Net cash provided by (used in) financing activities 110,934 459,000
------------ ------------
Increase in cash and cash equivalents $ 3,127 $ 283,018
Cash and cash equivalents at beginning of period $ -- $ 2,063
------------ ------------
Cash and cash equivalents at end of period $ 3,127 $ 285,081
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest -- --
Cash paid during the year for income taxes -- --
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Basis of Presentation
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The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information in accordance with rules and regulations of
the Securities and Exchange Commission, including Rule 301(b) of Regulation
SB and instructions to Form 10-Q. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements and should be read in
conjunction with the Company's Annual Report (Form 10-KSB) for the year
ended December 31, 2000. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the quarter ended
March 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. The results of operations
for the three months ended March 31, 2001 are not necessarily indicative of
the operating results for the full fiscal year or any future period.
2. Going Concern Uncertainty
-------------------------
The Company has incurred recurring operating losses and negative cash flows
and has negative working capital. The Company has financed itself primarily
through the sale of its stock and related party borrowings. These
conditions raise substantial doubt about the Company's ability to continue
as a going concern.
There can be no assurance that the Company will be success in implementing
its plans, or if such plans are implemented, that the Company will be
successful.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern and do not include any adjustments
to reflect the possible future effect on the recoverability and
classification of assets or the amount and classification of liabilities
that might result from the outcome of this uncertainty.
3. Subsequent Events
-----------------
The Company approved a 1 for 5, reverse stock split, with a resulting
decrease in the number of Common Stock authorized from 75,000,000 to
15,000,000 shares at a special Meeting of Stockholders on May 7, 2001.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's discussion and analysis contains various "forward looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may," "expect," "anticipate," "estimate," or "continue" or use of
negative or other variations or comparable terminology. We caution that these
statements are further qualified by important factors that could cause actual
results to differ materially from those contained in the forward-looking
statements, that these forward-looking statements are necessarily speculative,
and there are certain risks and uncertainties that could cause actual events or
results to differ materially from those referred to in such forward-looking
statements.
The discussion and financial statements contained herein are for the three
months ended March 31, 2001 and 2000. The following discussion regarding the
financial statements of the Company should be read in conjunction with the
financial statements of the Company included herewith.
OVERVIEW
The Company is an operational stage company, heretofore having been considered a
development stage company. We have generated cash needs through equity
financings and loans from officers and stockholders. As an operational stage
company, we have devoted substantially all of our efforts in securing and
establishing our business. We have engaged in activities in the advertising
business, with revenues generated in the current quarter in comparison to no
revenue being generated in the prior year quarter. The primary activity of the
Company currently involves two types of visual advertising, the
Illumisign-Eyecatcher movable display boards and LED display boards. We retain
ownership of both types of these machines and sell the advertising space on a
monthly basis. Presently we are reviewing more current models of movable display
boards including plasma screen boards that could be loaded and controlled
through telephone modem or the Internet.
PLAN OF OPERATIONS
The Company is continuing to devote substantially all of its present efforts to
implementing its operational and marketing plans designed to establish new
business accounts for its LED display boards and the Illumisign-Eyecatcher
static boards. Through much of this first quarter the Company has been
negotiating with Carson Jensen Anderson Enterprises, Inc. d/b/a EyeCatcherPlus,
the Company's marketing affiliate, to take over "in-house" all future marketing
activity. This effort finally came to fruition very recently. As a result, the
Company will presently conduct all marketing in-house, but will continue to use
the EyeCatcherPlus logo, marketing material and website. We feel that this
decision will have the net effect of "cutting out the middle man" and increasing
Company revenues.
LIQUIDITY AND CAPITAL RESOURCES
As in the past, our liquidity has been principally supplied by equity financing
and loans from related parties. Accounts Receivable have risen considerably;
however, management feels that most, if not all, of these receivable are
collectable.
RESULTS OF OPERATIONS
Although the Total Costs and Expenses has doubled when compared to the first
quarter of 2000, the comparative Net Loss for these two quarters has decreased
by 15.6% and the Basic Loss Per Common Share for the same comparative two
quarters has decreased from
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$(0.005) to $(0.003), a comparative Basic Loss Per Common Share decrease of 40%.
Compared to a year ago, we are now fully staffed and beginning to produce
income. We are continuing to concentrate on establishing new business and
increasing sales relating to both the IllumiSign Eyecatcher and the mobile LED
display truck.
NET LOSS
Net Loss from Operating Activities has decreased $19,372 for this quarter
compared to the first quarter of 2000, this equates to 15.6%. The same
comparison shows a decrease of $68,924 in Net Cash Used In Operating Activities,
a percentage decrease of 40%. This is due in large part to increase in sales and
an increase in the accounts receivable. The Net Cash Provided by Financing
Activities has decreased considerably for this first quarter compared to the
first quarter of 2000. Management feels that this is a good time to limit
financing activities and focus on growth through increasing cash flow.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Registrant is a Small business issuer as defined by these Regulations and need
not provide the information required by this Item 3.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company was a defendant in a lawsuit filed on November 5, 1999 in the
Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County,
Florida, Case Number 99-26073 CA 10. January 24, 2001 the parties agreed to a
settlement.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
COMMON STOCK, REVERSE STOCK SPLIT
At a shareholders' meeting held May 7, 2001 a resolution was approved by the
shareholders to reverse split all shares of common stock at a ratio of one share
for each five shares authorized. As described in the Proxy Statement that was
sent to each shareholder prior to the shareholders' meeting. The Company has no
plans for the cancellation or purchase of shares of Common Stock from holders of
a nominal number of shares following the Reverse Split and has no present
intention to take the Company private through Reverse Split or otherwise.
Management, in recommending this reverse stock split, feels that this split will
increase the marketability of the common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (SECT. 249.308 OF THIS CHAPTER).
Financial Statements are incorporated in the body of this report.
No reports on Form 8-K have been filed during the quarter for which this report
is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Signed and submitted this 14th day of May 2001.
New Millennium Media International, Inc.
(Registrant)
by: _________________________________
John Thatch as President/CEO
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