10SB12G/A
(AMENDED FINANCIALS W/ NOTES)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12 (g) of
The Securities and Exchange Act of 1934
FIRST FLORIDA COMMUNICATIONS, INC.
(Name of Small Business Issuer and Its Charter)
Florida 65-0662159
(State or other Jurisdiction of (IRS Employer
Incorporations of Organization) Identification No.)
5625 South University Drive, Davie, Florida 33328
(Address of Principal Executive Office / Zip Code)
(954) 252-9577
(Issuer's Telephone Number)
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.0001 OVER THE COUNTER BULLETING BOARD
(Title of each Class to be so Registered) Name of Each Exchange on which
Each Class to be Registered
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
Balance Sheet
June 30, 1999
(unaudited, for management purposes only)
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
Balance Sheet
June 30, 1999
<TABLE>
<CAPTION>
FFCI MB AMERICAN FFCI
PARADISE BROADCASTING WIRELESS COMBINED
-------- ------------ -------- --------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash 6,259 2 478,835 485,096
Accounts Receivable - 243,000 15,507 258,507
Notes Receivable 490,830 490,830
Inventory - 92 92
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Total Current Assets 497,089 243,002 494,434 1,234,525
PROPERTY PLANT & EQUIPMENT:
Furniture & Fixtures 21,458 15,567 51,563 88,588
Leasehold Improvement 6,275 9,456 138,032 153,763
Equipment 2,710,000 563,019 2,676,758 5,949,777
Towers - -
Web Site 2,715 2,715
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Gross Property, Plant & Equipment 2,740,448 588,042 2,866,353 6,194,843
Accumulated Depreciation (9,131) (368,529) (1,248,554) (1,626,214)
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Net Property, Plant, & Equipment 2,731,317 219,513 1,617,799 4,568,629
OTHER ASSETS:
Goodwill - -
FCC Licenses 1,475,000 - 246,738 1,721,738
Deposits, Prepaids 1,977 56,791 58,768
Other - 457,406 457,406
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Gross Other Assets 1,476,977 - 760,935 2,237,912
Accumulated Depreciation (37,418) (37,418)
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Net Other Assets 1,439,559 - 760,935 2,200,494
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TOTAL ASSETS 4,667,965 462,515 2,873,168 8,003,648
====================================================================
</TABLE>
(unaudited statements)
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
Balance Sheet
June 30, 1999
<TABLE>
<CAPTION>
FFCI MB AMERICAN FFCI
PARADISE BROADCASTING WIRELESS COMBINED
-------- ------------ -------- --------
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Accounts Payable 14,289 125,323 587,469 727,081
Payroll, Sales, Property Taxes Payable 133,289 14,476 147,765
Other 291,923 1,000 21,715 314,638
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Total Current Liabilities 439,501 126,323 623,660 1,189,484
NON-CURRENT LIABILITIES
Note Payable 8,798 124,500 219,256 352,554
Due to Subsidiaries - - - -
Due from Subsidiaries - -
Shareholder Loans 23,942 42,878 66,820
Other notes - 229,618 229,618
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Total Non-Current Liabilities 32,740 167,378 448,874 648,992
STOCKHOLDERS EQUITY
Common Stock, $.0001 par value; 20,000,000 - - - -
shares authorized; 8,251,749 shares -
issued and outstanding 825 825
Paid in excess of Par 5,810,918 - 2,117,309 7,928,227
Retained Earnings (1,038,687) 335,957 (125,433) (828,163)
Current Period Earnings (577,332) (167,143) (191,242) (935,717)
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Total Stockholders' Equity 4,195,724 168,814 1,800,634 6,165,172
TOTAL LIABILITIES & S/H'S EQUITY 4,667,965 462,515 2,873,168 8,003,648
=================================================================
</TABLE>
(unaudited statements)
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
Income Statement
For the Six months ending June 30, 1999
<TABLE>
<CAPTION>
FFCI MB AMERICAN FFCI
PARADISE BROADCASTING WIRELESS COMBINED
-------- ------------ -------- --------
<S> <C> <C> <C> <C>
REVENUES
Sales Revenues 117,778 227,598 478,835 824,211
Misc. Sales, other - 29,080 - 29,080
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Total Sales Revenues 117,778 256,678 478,835 853,291
COST OF SALES
Cost of Sales 149,947 217,723 182,513 550,183
Misc. Other Cost of Goods Sold 59,494 - 4,788 64,282
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Total Cost of Sales 209,441 217,723 187,301 614,465
Gross Margin (91,663) 38,955 291,534 238,826
OPERATING EXPENSES
Operating Expenses 485,669 189,988 482,748 1,158,405
Other - 15,932 28 15,960
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Total Operating Expenses 485,669 205,920 482,776 1,174,365
OTHER EXPENSE
Miscellaneous Income - 178 178
Interest Expense - - -
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Total Other - 178 - 178
NET INCOME (LOSS) (577,332) (167,143) (191,242) (935,717)
=================================================================
(Before Income Taxes)
</TABLE>
(unaudited statements)
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - OPERATION AND SIGNIFICANT ACCOUNTING POLICIES
1. BACKGROUND
First Florida Communications, Inc., (the Company) was incorporated in
the State of Florida in April 1996 to acquire licenses, broadcast
rights, and provide services to sell equipment in the wireless
communication industry. (The Company is still in the development
stage). The majority of the company's assets are in wireless
communication and production equipment.
The accompanying financial statements reflect the application of
certain significant accounting policies as described below and
elsewhere in the accompanying financial statements and notes.
2. PRINCIPLES OF CONSOLIDATION
The accompanying financial statements as of and for the six months
ended June 30, 1999 included the accounts of the company and it's
wholly owned subsidiaries, MB Broadcasting, Inc., and American
Wireless.
3. REVENUE RECOGNITION
Sales by First Florida Communications, Inc., to outside customers not
pursuant to long term contracts are generally recognized as products
are shipped or services rendered. The Company currently has no long
term sales contracts in place.
4. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results can differ from those
estimates.
5. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, cash in banks, and any
highly liquid investments with a maturity of three months or less at
the time of purchase.
The Company and its Subsidiaries maintain cash and cash equivalent
balances at several financial institutions which are insured by the
Federal Deposit Insurance Corporation up to $100,000. At June 30, 1999
there is no concentration of credit risk from uninsured bank balances.
6. INVENTORIES
Inventories (stated at the lower of cost of market) are primarily
cellular telephones, beepers, ancillary products and the communication
parts.
-7-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - OPERATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
7. PROPERTY AND DEPRECIATION
Furniture, fixtures and leasehold improvements are carried at cost.
Communications equipment, acquired for common stock, is carried at
estimated fair market value. Depreciation of property is provided for
based on estimated useful lives (generally 3 to 10 years) using
straight line methods.
NOTE 2 - INCOME TAXES
In February 1992, the Financial Accounting Standards Board issued
Statement of Financial Standards 109 of "Accounting for Income Taxes."
Under FASB 109, deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The Company has net
operating losses (NOL's) of approximately $978,000 expiring in the
years 2011 through 2013.
Deferred Tax Benefit (statutory
Rate of 15-34%) $ 318,000
Valuation Allowances (318,000)
----------
Net Benefit $ - 0 -
==========
Due to the uncertainty of using the NOL and recognizing the deferred
tax benefit, an offsetting valuation allowance has been provided.
NOTE 5 - ACQUISITIONS
In January 1999, the Company acquired all the stock of M. B.
Broadcasting, Inc., (and consolidated subsidiaries) for 600,000 shares
of common stock. M. B. Broadcasting, Inc., is primarily a Saint George,
Utah Television station.
In March 1999, the Company acquired for $1,500,000 the net assets of
Summit Advertising Group, a Fort Lauderdale, Florida advertising
agency. The purchase price consideration was $100,000 in cash and
300,000 shares of common stock, restricted for a period of 1 year
pursuant to SEC Rule 144. (FFCI restructured Summit and newly formed
Summit Media and Production a Florida Corporation which emphasizes
media production.)
In April 1999, the Company acquired approximately 92% of American
Wireless, Inc. a Utah corporation. American Wireless primarily conducts
business as a wireless cable operator. The acquisition consisted of
1,200,000 of the Company's common stock.
-8-
