FORM 8-K12G3/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 9, 2000
Date of Report
(Date of Earliest Event Reported)
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW MILLENNIUM MEDIA
INTERNATIONAL INC.
Suite 305 101 Philippe Pkwy.
Safety Harbor, Florida 34695
(Address of principal executive offices)
727-797-6664
727-797-7770 Fax.
Registrant's telephone number
SCOVEL CORPORATION 128 April Rd.
Port Moody, B.C.
Canada V3H-3M5
(Former name and former address)
Colorado 000-29923 84-1463284
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
March 9, 2000
<TABLE>
<CAPTION>
Pro forma Pro forma
NMMI, Inc. Scovel Adjustments NMMI, Inc.
ASSETS
Current Assets:
<S> <C> <C> <C> <C> <C>
Cash $ 161,684 $ 500 $ 162,184
Inventory 240,802 240,802
------------------------ ------------
Total current assets 402,486 500 402,986
Property and Equipment, net 187,113 187,113
Other assets, net 953,547 (A) 229 953,776
--------------------------------------------------------------
Total Assets $ 1,543,146 $ 500 $ 229 $ 1,543,875
==============================================================
LIABILITIES AND SHAREHOLDERS DEFICIT
Current liabilities:
Accounts payable $ 9,672 $ 229 $ 9,901
Notes payable 1,368,326 1,368,326
------------------------ ------------
Total current liabilities 1,377,998 229 1,378,227
Long-term debt
Shareholders' equity (deficit)
Preferred stock, no stated value, 10,000,000 shares
authorized, none issued and outstanding(NMMI)
Common stock, $.001 par value(NMMI),$.0001par value(Scovel),
25,000,000 shares authorized,24,000,000
issued and outstanding(NMMI),100,000,000 shares
authorized, 5,000,000 issued and outstanding(Scovel) 24,000 500 (A) 500 (A) 500 24,500
Additional paid-in capital 499,091 499,091
Common stock subscribed 200,000 200,000
Deficit (557,943) (229) (A) 229 (557,943)
--------------------------------------------------------------
Total shareholders equity (deficit) 165,148 271 500 729 165,648
--------------------------------------------------------------
Total liabilities and shareholders' equity (deficit) $ 1,543,146 $ 500 $ 500 $ 729 $ 1,543,875
==============================================================
</TABLE>
The unaudited condensed balance sheets of New Millenium Media Internatonal, Inc.
and Scovel Management, Inc. are presented separately and consolidated based upon
the merger of New Millenium Media acquiring 100% of the issued and outstanding
common stock of Scovel being treated as a purchase for accounting purposes
<PAGE>
Due to recent management changes, pertinent financial information and evidence
in substantiation of the Company's assets, liabilities and stockholders' equity
at December 31, 1999 and its operating results and cash flows for the year then
ended were not subject to timely auditing procedures to satisfy the existence
and correctness of all items presented in the accompanying financial statements.
Therefore, the audit is not currently available to include in this filing. Our
audited financials should be completed by April 30, 2000 until such time we are
filing in pursuant to Rule 12b-21 of the 1934 Act.
April 7,2000 By: /s/ John Thatch
Chief Financial Officer
New Millennium Media International Inc.
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 02
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
Balance Sheet
December 31, 1999 and 1998
(Unaudited)
ASSETS
1999 1998
Current assets
Cash $ 2,045 $ 6,811
Inventory 240,392 240,392
Total current assets 242,847 247,2O3
Property and equipment, net 168,363 242,033
Other assets, net 953,547 225,577
Total Assets $ 1,364,757 $ 714,813
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 9,672 $ 14,398
Notes payable 1,368,326 662,449
1,377,998 676,847
Long-term debt
Shareholders' deficit
Capital stock, par value $.001; 25,000,000
authorized, 24,099,881 issued and
outstanding 24,100 14,675
Additional paid-in capital 498,991 398,749
Deficit (536,332) (375,458)
Total shareholders' deficit (13,241) 37,966
Total liabilities and shareholders' deficit $ 1,364,757 $ 714,813
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 03
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
Statement of Net Loss
For the Years Ended Deceinber 31, 1999 and 1998
(Unaudited)
1999 1998
Net sales $ 12,989 $ 10,632
Costs and expenses
Cost of sales 7,490 --
Selling, general and administrative 132,678 341,488
Interest 33,695 23,497
Total costs and expenses 173, 863 364,985
Net loss (160,874) 354,353)
Deficit, Beginning of Year (375,458) (21,105)
Deficit, End of Year ($ 536,332) ($ 375,458)
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 04
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
December 31, 1999 and 1998
(Unaudited)
Notes to Consolidated Financial Statements
Note 1 - Nature of Business and Significent Accounting Policies
The company was incorporated under the laws of the State of Florida on February
5, 1997. On April 30, 1998, as part of a plan of reorganization, the Company
became New Millennium Media International, Inc., a Colorado Corporation.
The Company is considered to be a development stage company in accordance with
SFAS No . 7. As a development Stage cornpany, the Company presents financial
statements in conformity with generally accepted accounting principles that
apply to established operating enterprises. in addition, the company presents
cumulative information during the development stage,
On April 14, 1998, the Company acquired all the assets of a Company in
connection with it's business of specialty advertising displays, The Company
markets and sells the specialty advertising displays under an exclusive license
agreement- In addition, on August 31, 1999, pursuant to an Agreement and Plan of
Merger, the Company acquired all of the 20,000,000 Common Stock .0001 Par Value
authorized, issued and outstanding and 1,000,000 Series A Convertible Preferred
Stock .000I Par Value authorized, none of which are issued and outstanding of
Unergi, Inc. in exchange for 16,566,667 shares of the Company's Capital Stock.
In connection with this Merger, the Company plans to continue and develop
through marketing arrangements, various video media display graphics.
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 05
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
December 31, 1999 and 1998
(Unaudited)
Note 1 - Nature of Business and Significant Accounting Policies (continued)
Principles of consolidation
The consolidated financial Statements include th6 accounts of New Millennium
Media International, Inc, and its subsidiaries, All significant intercompany
accounts and transactions have been eliminated in consolidation, The Company
accounted for the acquisition of Unergi, Inc. under the purchase method of
accounting.
Method of accounting
The Company prepares it financial statements in conformity with generally
accepted accounting principles. These principles require management to make
estimates and assumptions that affected 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.
Inventories
Inventories consisting of video media related products are, stated at the lower
of cost or market.
Excess of cost over acquired net assets
The excess of cost over acquired net assets (goodwill) is being amortized on a
straight-line basis over 15 years. Amortization and accumulated amortization is
approximately $44,000 for 1999)-
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 06
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
December 31, 1999 and 1998
(Unaudited)
Note 1 - Nature of Business and Significant Accounting Policies (continued)
Other assets
Included in other assets are certain intangible assets including video media
related development costs and allocation of certain acquisition costs under the
purchase method of accounting.
Note 2 - Acquisition of Subsidiary
As noted in Note I above, on August 31, 1999, the Company acquired all of the
Common Stock of Unergi, Inc. in exchange for 16,566,667 shares of the Company's
Capital Stock. The purchase price of approximately $667,000 was allocated to the
fair value of the assets acquired and liabilities assumed at the date of
acquisition. The excess of the purchase price over fair value of the nets assets
acquired of approximately $667,000 is being amortized on a straight-line basis
over 15 years.
Pro forma information
The following pro forma results of operations reflect the effect on the
Company's operations as if the above described acquisition of Unergi, Inc. had
occurred at the beginning of each of the periods presented below:
1999 1998
Net sales $ -- $ --
Net loss (138,713) (140,763)
Net income per common share:
Basic ( .01) ( .01)
Diluted ( .01) ( .01)
02/22/2000 13:17 813-536-2389 RJ FULLER CPA PA PAGE 07
<PAGE>
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Formerly Progressive Mailer Corp.)
(A Development Stage Company)
December 31, 1999 and 1998
(Unaudited)
Note 3 - Property and equipment
Furniture and equipment $ 249,792 $ 243,777
Less accumulated depreciation (37,429) (1,744)
$ 212,363 $242,033
Note 4 - Related Party Transactions
The Company's operations have been funded in part by its investment banker,
Investment Management of America, and certain related parties who are also
stockholders of the Company. The Company owed $ 650,000 and $130,000 at December
31, 1999 and 1998, respectively. Also, the Compatiy's inventory and certain
other assets are security for $662,449 of debt to stockholders of the Company.
Note 5 - Going Concern
As shown in the accompanying financial statements, the Company has accumulated
losses from inception to December 31, 1999 of approximately $ 536,000, and as of
that date, the Company's current liabilities exceeds its current assets by
$1,135,151. The ability of the Company to continue as a going concern is
dependent on obtaining additional capital and financing. There can be no
assurance that the additional capital necessary will be obtained in order to
allow the Company to continue. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31,1997
WITH
REPORT OF INDEPENDENT CERTIFED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
Lufam Technologies, Inc.
We have audited the balance sheet of Lufam Technologies, Inc. (a development
stage company) as of December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the period from September 9,
1997 (inception) through December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lufam Technologies, Inc. at
December 31, 1997, and the results of its operations and its cash flow for the
period from September 9, 1997 (inception) through December 31, 1997, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred losses and at December 31, 1997,
the Company has a stockholders' deficit of $148,247. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Denver, Colorado By: /s/
June 11, 1998 CAUSEY DEMGEN & MOORE INC.
F-1
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 1997
ASSETS
CURRENT ASSETS:
Cash, including interest bearing accounts of $1,000 $ 1,324
Inventories 56,893
Deposits on inventory 39,544
Prepaid expenses 9,000
Total current assets 106,761
Furniture and equipment, at cost:
Office furniture and equipment 6,830
Less accumulated depreciation 425
Net furniture and equipment 6,405
$ 113,166
LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
Current liabilities:
Notes payable - officers and employees (Notes 2 and 6) $ 227,904
Accounts payable 31,906
Accrued interest 1,603
Total current liabilities 261,413
Commitments (Note 5) --
Stockholders'equity (deficit)(Note 3):
Common stock, no par value; 1 0,000 shares authorized,
5,500 shares issued and outstanding 27,000
Deficit accumulated during the development stage (175,247)
Total stockholders'equity (deficit) (148,247)
$ 113,166
See accompanying notes.
F-2
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Period from September 9, 1997 (Inception) through December 31, 1997
Costs and expenses:
Advertising and promotion $ 5,322
General and administrative (Notes 2 and 3) 162,387
Rent expense - related party (Note 5) 4,000
Depreciation 425
Total costs and expenses 172,134
Loss from operations (172,134)
Other income (expense):
Interest income 5
Interest expense (3,118)
Total other income (expense) (3,113)
Net loss $ (175,247)
Basic loss per common share $ (31.86)
See accompanying notes.
F-3
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS'EQUITY (DEFICIT)
For the Period from September 9, 1997 (Inception) through December 31, 1997
Defecit accumulated
Common stock during the
Shares Amount development stage
Balance, September 9, 1997 -- $ -- $ --
Initial issuance of stock (Note 3) 5,500 27,000 --
Net loss for the period ended
December 31, 1997 -- -- (175,247)
Balance, December 31, 1997 5,500 $ 27,000 $(175,247)
See accompanying notes.
F-4
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period from September 9, 1997 (Inception) through December 31, 1997
Cash flows from operating activities:
Net loss $ (175,247)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 425
Common stock issued for services 27,000
Salaries and expenses paid by the issuance of
notes payable 107,801
Increase in inventories (56,893)
Increase in prepaid expenses (9,000)
Increase in accounts payable 31,906
Increase in accrued interest 1,603
Total adjustments 102,842
Net cash used in operating activities (72,405)
Cash flows from investing activities:
Increase in deposits on inventory (39,544)
Net cash used in investing activities (39,544)
Cash flows from financing activities:
Proceeds from note payable - officers and employees 113,273
Increase in cash and cash equivalents 1,324
Cash and cash equivalents at beginning of period --
Cash and cash equivalents at end of period $ 1,324
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,515
Cash paid during the year for income taxes $ --
Supplemental disclosure of non-cash information: During the period from
September 9, 1997 (inception) through December 31, 1997, the Company purchased
furniture and equipment of $6,830 for a note payable.
See accompanying notes.
F-5
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Organization and summary of significant accounting policies
Organization:
The Company was organized in California on September 9, 1997. The Company is in
the business of marketing advertising space in special advertising display
machines and intends to also sell these machines. The Company is considered to
be in the development stage as more fully defined in Financial Accounting
Standards Board Statement No. 7. The Company has engaged in limited activities
in the advertising business, but has not generated significant revenues to date.
Basis of presentation:
The financial statements have been prepared on a going concern basis which
contemplates the realization of assets and liquidation of liabilities in the
ordinary course of business. As shown in the accompanying financial statements,
the Company has incurred significant losses and at December 31, 1997, the
Company has a stockholders' deficit of $148,247. As a result, substantial doubt
exists about the Company's ability to continue to fund future operations using
its existing resources.
In connection with the sale of the Company's assets to New Millennium (see Note
6), the Company exchanged its common stock for notes payable existing at
December 31, 1997 of $203,778. In addition, New Millennium intends to raise
$100,000 in a private placement offering to help support the operations of the
Company.
The financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
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 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.
Inventories:
Inventories are carried at the lower of cost (first-in, first-out) or market.
Inventories consist primarily of advertising machines patented by Multiadd
International.
F-6
<PAGE>
LUFAM TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMIPANY)
NOTES TO FINANCIAL STATEMEENTS
December 31, 1997
Organization and summary of significant accounting policies (continued)
Furniture and equipment:
Depreciation is provided by the Company on the straight-line method over the
assets' estimated useful lives of five to seven years. Sales and retirements of
depreciable property are recorded by removing the related cost and accumulated
depreciation from the accounts. Gains and losses on sales and retirements of
property are reflected in results of operations.
Advertising Costs:
The Company expenses the cost of advertising as incurred. Income taxes:The
Company accounts for income taxes under Statement of Financial Accounting
Standards No.109 ("FASB No. 109"). Temporary differences are differences between
the tax basis of assets and liabilities and their reported amounts in the
financial statements that will result in taxable or deductible amounts in future
years. The Company's temporary differences consist primarily of tax operating
loss carryforwards, depreciation differences and capitalized 263A costs.
Basic loss per common share:
Basic loss per common share is based on the weighted average number of shares
outstanding during the period.
Cash equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Fair value of financial instruments:
All financial instniments are held for purposes other than trading. The
following methods and assumptions were used to estimate the fair value of each
financial instrument for which R is practicable to estimate that value:
For cash, cash equivalents and notes payable, the carrying amount is assumed to
approximate fair value due to the short-term maturities of these instruments.
F-7
<PAGE>
LUFAM TECHNOLOGEES,INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMEENTS
December 31, 1997
1 Organization and summary of significant accounting policies (continued)
Concentrations of credit risk:
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality financial institutions. At times during
the year, the balance at any one financial institution may exceed FDIC
limits.
2. Notes Payable - officers and employees
The Company issued notes to related parties in lieu of salary and expense
reimbursement, for the purchase of office equipment and furniture, and for
cash. These notes are due on demand and do not bear interest except for one
note for $115,000 which is payable at a bank's prime lending rate plus 2%
(10.5% at December 31, 1997).
3. Stock issuances
During 1997, the Company issued 5,500 shares of its no par value common
stock to the Company's president and his relatives in exchange for services
provided by the Company's president valued at $27,000, which amount is
considered to be the fair value of the shares issued.
4. Income taxes
The book to tax temporary differences resulting in deferred tax assets and
liabilities are primarily net operating loss carryforwards of $175,000,
depreciation differences and capitalized 263A costs for tax purposes. The
Company's net operating loss carryforward expires in 2012.
As of December 31, 1997, total deferred tax assets and liabilities are as
follows:
Deferred tax assets resulting from loss carryforward $ 65,000
Valuation allowance (65,000)
5. Lease agreements - as lessee
The Company leased office space on a month to month basis from an officer
of the company at the rate of $1,000 per month commencing on September 1,
1997 through March 31, 1998. Commencing on April 1, 1998, the Company
entered into a 37 month lease agreement for office space with an outside
party. The rental rate is $2,817 per month.
F-8
<PAGE>
LUFAM TECHNOLOGEES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMIENTS
December 31, 1997
5. Lease agreements - as lessee (continued)
The future minimum lease payments under these obligations are as follows:
Year ending December 31:
1998 $ 25,353
1999 33,804
2000 33,804
2001 11,268
$ 104,229
6. Subsequent events
Stock issuances:
During the quarter ended March 31, 1998, the Company issued 2,250 shares of
its no par value common stock to an officer of the Company in exchange for
the cancellation of existing notes payable of $184,007 plus additional
advances during 1998 of $25,029 ($92.90 per share). The Company also issued
2,250 shares of its no par value common stock to an officer of the Company
in exchange for existing notes payable of $19,771 plus additional salaries
and expenses during 1998 amounting to $9,996 ($13.23 per share).
Asset sale:
On April 14, 1998, the Company sold all of its assets to New Millennium
Media International, Inc. (formerly Progressive Mailer Corp.) in exchange
for 6,400,000 shares of New Millennium $.001 par value common stock
representing 57.2% of the shares outstanding after the transaction.
New Millennium intends to raise $100,000 in a private placement of
2,000,000 shares of its common stock.
