<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
COMMISSION FILE NO. 33-80321
FTM Media, Inc.
(Name of Small Business Issuer as specified in its charter)
Delaware 86-0997337
(State of Incorporation) (IRS Employer Identification No.)
6991 E. Camelback Road
Suite D103
Scottsdale, Arizona 85251
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (480) 425-0099
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: Common Stock, Par
Value $0.001 per share
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Issuer's revenues from continuing operations for its most recent fiscal quarter
were $177,895.
As of August 21, 2000, the number of shares of Common Stock outstanding was
9,582,823 and the aggregate market value of the Common Stock (based on the
closing price on that date) held by non-affiliates of the Issuer was
approximately $14,094,072.
Transitional Small Business Disclosure Format:
YES [ ] NO [X]
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EXPLANATORY STATEMENT
This Form 10-QSB/A of FTM Media, Inc. amends the Quarterly Report on Form 10-QSB
of the Registrant for the Registrant's quarterly period ended June 30, 2000.
Specifically, this Form 10-QSB/A amends Statement F-2, Consolidated Balance
Sheet, and Statement F-4, Consolidated Statement of Cash Flow. Consequently,
this form also amends Item 2, "Management's Discussion and Analysis of Financial
condition and Results of Operations", as incorporated into the Form 10-QSB, as
follows:
In the "LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 2000 COMPARED TO JUNE 30,
1999" discussion, the cash used for operations is amended to read $3,442,610
instead of $2,923,937. In the same section, as of June 30, 2000, our principal
source of Liquidity was $685,421 cash and receivables of $181,512 instead of
$1,204,094 cash and receivables of $181,512.
<PAGE> 3
FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 685,421 $ 405,353
Cash Held in Escrow from Private Placement Offering 5,183,225
Accounts Receivable 181,512 52,809
Prepaid Expenses 174,629 84,400
Other Current Assets 2,243
------------ ------------
TOTAL CURRENT ASSETS 1,043,805 5,725,787
PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION 2,153,310 1,991,372
OTHER ASSETS
Lease Deposits 481,164 132,419
Goodwill - Net of Accumulated Amortization 3,212,102 3,402,787
------------ ------------
TOTAL ASSETS $ 6,890,381 $ 11,252,365
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 1,469,028 $ 1,611,590
Accrued Payroll and Related Liabilities 169,831 260,299
Short Term Notes Payable 2,230,979 3,350,000
------------ ------------
TOTAL LIABILITIES 3,869,838 5,221,889
STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred Stock - $.001 Par; 5,000,000 Shares Authorized;
300,465 and 322,688 Issued and Outstanding
at June 30, 2000 and March 31, 2000, respectively 301 323
Common Stock - $.001 Par; 50,000,000 Shares Authorized;
9,582,821 and 9,574,139 Issued and Outstanding
at June 30, 2000 and March 31, 2000, respectively 9,582 9,574
Additional Paid-In-Capital 29,027,857 29,082,318
Deficit (26,017,197) (23,061,739)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) 3,020,543 6,030,476
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) $ 6,890,381 $ 11,252,365
============ ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
- F-2 -
<PAGE> 4
FTM MEDIA, INC.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
SCOTTSDALE, ARIZONA
CONSOLIDATED STATEMENTS OF CASH FLOWS
RECONCILIATION OF NET INCOME TO NET CASH FLOWS FROM OPERATING ACTIVITIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
3 months 3 months
ended ended
June 30, 2000 June 30, 1999
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
NET LOSS $(2,955,458) $ (938,159)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Amortization 190,685 1,963
Depreciation 125,113 19,422
Decrease in Capitalized Development Costs -- 131,568
Minority Interest -- (324,071)
Increase in Liquidation Value - Minority Interest -- 7,619
Change in operating assets and liabilities
Increase in Accounts Receivable (128,703) --
Increase in Prepaid Assets (90,229) (201,113)
Increase in Deposits (348,745) 8,875
Increase in Other Current Assets (2,243) --
Decrease in Accounts Payable (142,562) 133,952
Decrease in Accrued Expenses (90,468) --
----------- -----------
Net cash flow from Operating Activities (3,442,610) (1,159,944)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Purchases of Property and Equipment (287,051) (388,969)
----------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES (287,051) (388,969)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Cash held in Escrow 5,183,225 --
Repayment of Interim Short Term Financing (1,212,500) --
Net Proceeds from Other Short Term Financing 93,479 84,892
Net Proceeds from Sale of Common Stock and Units (54,475) 360,036
Net Proceeds from Sale of Preferred Stock -- 1,565,005
Preferred Stock Dividends -- (187,800)
----------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES 4,009,729 1,822,133
----------- -----------
Net Increase in Cash and Cash Equivalents 280,068 273,220
Cash and Cash Equivalents - Beginning of Quarter 405,353 2,027,833
----------- -----------
CASH AND CASH EQUIVALENTS - END OF QUARTER $ 685,421 $ 2,301,053
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Quarter for Interest $ 67,725 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
- F-4 -
<PAGE> 5
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
FTM MEDIA, INC.
Dated: August 21, 2000 By /s/ RON CONQUEST
------------------------------
Ron Conquest
Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and the dates indicated.
Signature and Title Dated
------------------- -----
/s/ RON CONQUEST August 21, 2000
------------------------------------
Ron Conquest
Chief Executive Officer and Director
/s/ SUE CAMPBELL JONES August 21, 2000
-------------------------------------
Sue Campbell Jones
Controller/Secretary
