U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from to
Commission File No. 0-26951
MASTER COMMUNICATIONS CORP.
(Name of Small Business Issuer in Its Charter)
Florida 59-3442557
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
701 Brickell Avenue, Suite 3120, Miami, Florida 33131
(Address of Principal Executive Offices) (Zip Code)
(305) 358-3678
(Issuer's Telephone Number, Including Area Code)
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 No X
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of November 12, 1999, the Company had
4,360,000 shares of Common Stock outstanding, $0.0001 par
value.
MASTER COMMUNICATIONS CORP.
Form 10-QSB Quarterly Report
For the Period Ended September 30, 1999
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Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Unaudited Balance Sheets at September 30, 1999
and December 31, 1998 for Master Communications Corp. 5
Unaudited Statement of Operations for the Three
and Nine Months ended September 30,1999 and 1998
and from Inception (May 5, 1997) through September
30, 1999 for Master Communications Corp. 6
Unaudited Statements of Cash Flows for the Nine
Months ended September 30,1999 and 1998 for
Master Communications Corp. 7
Unaudited Statement of Changes in Stockholders
Equity (Deficit)at September 30, 1999 for
Master Communications Corp. 8-9
Notes to Interim Financial Statements 10
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 15
PART II - OTHER INFORMATION 16
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Signatures 16
</TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BASIS OF PRESENTATION
The accompanying unaudited financial statements are
presented in accordance with generally accepted accounting
principles for interim financial information and the
instructions to Form 10-QSB and item 310 under subpart A of
Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally
accepted accounting principles for complete financial
statements. The accompanying statements should be read in
conjunction with the audited financial statements for the
years ended December 31, 1998 and 1997. In the opinion of
management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make
the financial statements not misleading, have been
included. Operating results for the three months ended
September 30, 1999 are not necessarily indicative of
results that may be expected for the year ending December
31, 1999. The financial statements are presented on the
accrual basis.
MASTER COMMUNICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS
------
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AUDITED UNAUDITED
December 31, 1998 September 30, 1999
----------------- ------------------
CURRENT ASSETS:
Cash $ 11,135 $ 1,261
------ -----
TOTAL ASSETS $ 11,135 $ 1,261
------ -----
------ -----
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES:
Note payable $ 0 $ 20,000
Accounts payable 280 2,130
Payroll taxes payable 213 470
Accrued expenses payable 2,500 1,150
---------- --------
Total Current Liabilities 2,993 23,750
---------- --------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.0001 par value,
1,000,000 shares authorized,
No shares issued and outstanding 0 0
Common stock, $.0001 par value,
50,000,000 shares authorized,
725,000 and 4,360,000 shares issued
and outstanding respectively 73 437
Additional paid-in-capital 28,927 83,363
Deficit accumulated during
the development stage (20,858) (106,289)
---------- ---------
Total Stockholders' Equity (Deficit) 8,142 (22,489)
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 11,135 $ 1,261
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
MASTER COMMUNICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION
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UNAUDITED UNAUDITED UNAUDITED UNAUDITED UNAUDITED
For the For the For the Nine For the Nine From May 5, 1997
Quarter Ended Quarter Ended Months Ended Months Ended (Inception) to
09/30/1998 09/30/1999 09/30/1998 09/30/1999 09/30/1999
------------- ------------- ----------- ------------ ---------------
DEVELOPMENT
STAGE REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
------------- ------------- ---------- ----------- ---------------
DEVELOPMENT STAGE EXPENSES:
Bank Charges 4 56 27 151 151
Consulting fees 14,000 15,660
Interest expense 400 400 400
Licenses and taxes 979 1,740
Management fees 500 4,500
Office expenses 2,140 12 9,221 10,201
Officer's salaries 10,758 29,201 30,521
Payroll taxes 823 2,468 2,580
Postage 192 486 486
Professional fees 13,667 27,189 35,371
Registration fees 3,627
Telephone 232 109 836 1,052
--------------- ------------- ---------- ------------ ---------------
Total Development
Stage Expenses 4 28,268 148 85,431 106,289
--------------- ------------- ---------- ------------- ---------------
DEFICIT ACCUMULATED
DURING THE
DEVELOPMENT STAGE $ 4 $28,268 $ 148 $(85,431) $(106,289)
--------------- -------------- ---------- ------------- ----------------
--------------- -------------- ---------- ------------- ----------------
LOSS PER SHARE
OF COMMON STOCK
BASIS AND DILUTED 0.000 0.006 0.000 0.021 0.062
WEIGHTED AVERAGE
SHARES
OUTSTANDING
BASIS AND
DILUTED 725,000 4,360,000 725,000 4,110,313 1,725,831
</TABLE>
See accompanying notes.
MASTER COMMUNICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
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UNAUDITED UNAUDITED
For the Nine For the Nine
Months Ended Months Ended
September 30, 1998 September 30, 1999
------------------ ------------------
OPERATING ACTIVITIES:
Deficit accumulated during
the development stage $ (148) $ (85,431)
Common stock issued for consulting services 1,000
Increase in accounts payable 1,851
Increase-payroll taxes payable 256
Increase (decrease) in
accrued expenses (1,350)
------------ ----------
Net Cash Used by
Operating Activities (148) (84,674)
------------ ----------
FINANCING ACTIVITIES:
Proceeds from the issuance
of note payable 20,000
Proceeds from the issuance
of common stock 53,800
------------- ---------
Net Cash Provided by
Financing Activities 0 73,800
------------- ---------
INCREASE (DECREASE) IN CASH (148) ( 9,874)
CASH, BEGINNING 4,253 11,135
------------- ---------
CASH, ENDING $ 4,105 $ 1,261
------------- ---------
------------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INVESTING
AND FINANCING ACTIVITIES:
Accrued interest expense $ 400
Issuance of Common Stock in connection with consulting services 1,000
</TABLE>
See accompanying notes.
MASTER COMMUNICATION CORP.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 5, 1997 (INCEPTION)
THROUGH SEPTEMBER 30, 1999
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DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------- ------ ----------- ----------- ------
Balance,
May 5, 1997
(inception) 0 $ 0 $ 0 $ 0 $ 0
Common stock issued
to related
parties for
consulting fees 100,000 10 3,990 0 4,000
Common stock issued to
third parties 625,000 63 24,937 0 25,000
Deficit accumulated
during the development
stage for the period
May 5, 1997
(inception)through
December 31, 1997 0 0 0 ( 9,747) ( 9,747)
--------- ------- -------- --------- --------
Balance,
December 31,1997 725,000 73 28,927 ( 9,747) 19,253
Deficit accumulated during the
development stage
for the year ended
December 31, 1998 0 0 0 (11,111) (11,111)
--------- --------- -------- ---------- ----------
Balance,
December 31,1998 725,000 $ 73 $28,927 $ (20,858) $ 8,142
</TABLE>
MASTER COMMUNICATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH SEPTEMBER 30, 1999
(CONT'D)
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DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------- ------ ----------- ----------- ------
Common stock issued
to third parties 535,000 $54 $53,446 $ 0 $ 53,500
Common stock issued
to related parties 3,000,000 300 0 0 300
Common stock issued to
related party for
managerial services 50,000 5 495 0 500
Common stock issued in
consideration for legal
services 50,000 5 495 0 500
Deficit accumulated during the
development stage for the nine
months ended
September 30, 1999 0 0 0 ( 85,431) (85,431)
-------- ------- ------ ----------- ------------
Balance, September
30, 1999 4,360,000 $ 437 $83,363 $(106,289) $(22,489)
--------- ----- --------- ------------- -------------
--------- ----- --------- ------------- -------------
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MASTER COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. GENERAL
The accompanying unaudited consolidated financial
statements of the Company have been prepared in accordance
with Rule 10-01 of regulation S-X promulgated by the
Securities and Exchange Commission and do not include all
of the information and footnotes required by generally
accepted accounting principles for complete financial
statements. In the opinion of management, the Company has
made all adjustments necessary for a fair presentation of
the results of the interim periods, and such adjustments
consist of only normal recurring adjustments. The results
of operations for such interim periods are not necessarily
indicative of results of operations for a full year.
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that effect
the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
2. NET LOSS PER COMMON SHARE
Net loss per common share has been computed (basic and
diluted) for all periods presented and is based on the
weighted average number of shares outstanding during the
period. There are no common stock equivalents resulting
from dilutive stock options.
Management Discussion and Analysis of Financial Condition
and Results of Operations.
SAFE HARBOR STATEMENT
Certain statements in this Form 10-QSB, including
Information set forth under Item 2 - Management Discussion
and Analysis of Financial Condition and Results of
Operation constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). Master Communications, Inc. desires
to avail itself of certain "safe harbor" provisions of the
Act and is therefore including this special note to enable
us to do so. Forward-looking statements in this Form 10-
QSB or hereafter included in other publically available
documents filed with the Securities and Exchange
Commission, reports to our stockholders and
other publically available statements issued or released by
us involve known and unknown risks, uncertainties and other
factors which could cause our actual results, performance
(financial or operating) or achievements to differ from
future results, performance (financial or operating) or
achievements expressed or implied by such forward-looking
statements. Such future results are based on managements
best estimates.
DEVELOPMENT STAGE EXPENSES
Development stage expenses increased significantly in the
three months ended September 30, 1999, as compared to the
same period 1998. The increase can be attributed primarily
to professional fees in connection with filing,
registration and accounting fees as well as officer's
salary. We note that the increase in development stage
expenses for the nine months ended September 30, 1999 as
compared to the same period 1998, can also be attributed to
the same types of expenditures as well as other consulting
fees.
Item 2. Management's Discussion and Analysis of Financial Conditions.
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For the Nine From May 5, 1997
Months Ended (Inception) to
September 30, 1998 September 30, 1999
Development Stage Revenues $0 $0
Development Stage Expenses (85,431) (106,289)
Deficit Accumulated During
Development Stage (85,431) (106,289)
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Development Stage Revenues
The Company's operations have been devoted primarily to
raising capital for future operations and administrative
functions. The Company intends to grow through internal
development, strategic alliances and acquisitions of
existing business. The ability of the Company to achieve
its business objective is contingent upon its success in
raising additional capital until adequate revenues are
realized from operations.
Development Stage Expenses
The Company's development stage expenses were $85,431 for
the nine months ended September 30, 1999. The expenses
incurred were primarily due to various consulting,
managerial and professional services in pursuit of the
Company's objective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not applicable
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. None
Exhibit 27 - Financial Date Schedule - Electronic Filing Only
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized, on November 12,
1999.
MASTER COMMUNICATIONS CORP.
(Registrant)
Date: November 12, 1999 s/s Jamee Freeman
---------------------------
Jamee Freeman
Chairman, Chief Executive
Officer, President,
Secretary and Treasurer
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
- ------------------------------------
[DESCRIPTION] ART. 5 FDS FOR 10QSB
[ARTICLE] 5
[MULTIPLIER] 1,000
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[PERIOD-TYPE] 9
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] SEP-30-1999
[CASH] 1,261
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 1,261
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 1,261
[CURRENT-LIABILITIES] 23,750
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 437
[OTHER-SE] <22,926>
[TOTAL-LIABILITY-AND-EQUITY] 1,261
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 85,431
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 400
[INCOME-PRETAX] <85,431>
[INCOME-TAX] 0
[INCOME-CONTINUING] <85,431>
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] <85,431>
[EPS-BASIC] <.021>
[EPS-DILUTED] <.021>
</TABLE>
