U.S. SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 10-QSB
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
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For the quarter ended March 31, 2000
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Commission File No.
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
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<S> <C> <C>
Colorado 7310 84-1463284
(State of Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number Identification No.)
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101 Philippe Parkway, Suite 300
Safety Harbor, Florida 34695
(Address of Principal Executive Offices) (Zip Code)
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(727) 797-6664
(Issuer's Telephone Number, Including Area Code)
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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)
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Copies to:
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Gerald C. Parker, Chairman of the Board of Directors
7820 South Holiday Drive
Suite 320
Sarasota, Florida 34321
(941) 925-2500
(941) 925-2503 Fax
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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.
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Yes No X
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State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of May 31, 2000, the Company had
23,790,462 shares of the Company's common stock issued and
outstanding.
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
Form 10-QSB Quarterly Report
For the Period Ended March 31, 2000
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Page
Part I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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Report of Independent Accountants 4
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Condensed Balance Sheet 5
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Condensed Statement of Operations 6
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Condensed Statement of Cash Flows 7
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Notes to the Condensed Financial Statements 8
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Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 12
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings 15
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Item 2. Changes in Securities 15
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Item 3. Defaults Upon Senior Securities 15
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Item 4. Submission of Matters to a Vote of Security Holders 15
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Item 5. Other Information 15
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Item 6. Exhibits and Reports of Form 8-K 16
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Signatures 16
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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Board of Directors and Shareholders
New Millennium Media International, Inc.
(formerly Progressive Mailer Corp.)
Safety Harbor, Florida
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We have reviewed the condensed balance sheets of New
Millennium Media International, Inc. (formerly Progressive
Mailer Corp.) (a development stage company) as of December
31, 1999 and March 31, 2000 and the related statements of
operations and cash flows for the quarters ended March 31,
1999 and March 31, 2000. These financial statements are the
responsibility of the Company's management.
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We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial statements
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do
not express such an opnion.
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Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated interim financial statements for them to be in
conformity with generally accepted accounting principals.
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We have previously audited, conducted in accordance with
generally accepted auditing standards, the consolidated
balance sheet as of December 31, 1998 and 1999, and the
related statements of operations, stockholders' deficit and
cash flows for the years then ended (not presented herein),
and in our report dated June 1, 2000, we expressed a
qualified report because of going concern uncertainty on
those consolidated financial statements. In our opinion the
information set forth in the accompanying condensed balance
sheet as of December 31, 1999, is fairly stated in all
material respects in relation to the condensed balance sheet
from which is has been derived.
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Richard J. Fuller, CPA, PA
Clearwater, Florida
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June 22, 2000
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(FORMERLY PROGRESSIVE MAILER CORP.)
(A DEVELOPMENT STAGE COMPANY)
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CONDENSED BALANCE SHEET
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<S> <C> <C>
December 31, March 31,
1999 2000
(Unaudited)
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ASSETS
Current Assets:
Cash $ 2,063 $285,081
Inventories 548,862 567,612
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Total Current Assets 550,925 852,693
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Furniture and Equipment-Net 3,964 7,216
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Other Assets
Prepaid expenses-net 417 5,271
Goodwill, net of accumulated
amortization of $22,587 and $28,234,
respectively 655,007 649,860
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Total Other Assets 655,424 655,131
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$ 1,210,313 $1,515,040
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
Notes payable - related $ 1,596,012 $1,611,012
Accounts payable 85,235 38,837
Accrued expenses payable 129,289 145,289
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Total Current Liabilities 1,810,536 1,795,138
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Long-term Liabilities 0 0
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Stockholders' Deficit
Common stock, par value $.001; shares
authorized, 25,000,000
shares issued and outstanding,
24,099,881 and 23,079,462
respectively 24,100 23,080
Preferred stock, par value $.001; shares
authorized, 10,000,000
no shares issued and outstanding 0 0
Additional paid in capital 448,991 452,511
Common stock subscribed,
(1,382,000 shares) - 441,500
Deficit accumulated during
the development stage (1,073,314) (1,197,189)
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Total Stockholders' Deficit (600,223) (280,098)
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$ 1,210,313 $ 1,515,040
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(FORMERLY PROGRESSIVE MAILER CORP.)
(A DEVELOPMENT STAGE COMPANY)
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CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
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<S> <C> <C> <C>
For the For the From Inception
quarter ended quarter ended through
3/31/99 3/31/00 3/31/00
------- ------- --------
Income $ 6,911 $ - $ 59,808
Costs and Expenses:
General and administrative $ 109,106 $ 101,877 $ 1,086,504
Interest expense 23,190 16,000 139,921
Depreciation and amortization 330 5,998 30,572
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Total costs and expenses 132,626 123,875 1,256,997
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Loss from Operations (125,715) (123,875) (1,197,189)
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Net Loss $ (125,715) $ (123,875) $ (1,197,189)
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Basic Loss Per Common Share $ (0.009) $ (0.005) $ (0.052)
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(FORMERLY PROGRESSIVE MAILER CORP.)
(A DEVELOPMENT STAGE COMPANY)
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CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
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<S> <C> <C> <C>
For the For the From Inception
quarter ended quarter ended through
3/31/99 3/31/00 3/31/00
------- ------- --------
Cash Flows from Operating Activities:
Net loss $(125,715) $(123,875) $(1,197,189)
Adjustments to reconcile
net loss to net cash used in
operating activities:
Depreciation and amortization 330 5,998 30,772
Common stock issued for services 775 - 24,838
Increase in inventories (481,916) (18,750) (567,612)
Increase in prepaid expenses - (5,000) (5,000)
Increase (decrease) in
accounts payable and accrued
expenses 532,943 (30,398) 184,126
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Total adjustments 52,132 (48,150) (332,876)
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Net Cash Used in Operating
Activities (73,583) (172,025) (1,530,065)
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Cash Flows from Investing Activities
Purchase of goodwill - (500) (678,094)
Purchase of fixed assets - (3,457) (14,916)
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Net Cash Used in Investing
Activities - (3,957) (693,010)
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Cash Flows from Financing Activities
Proceeds from notes
payable - Related 70,000 15,000 1,611,012
Proceeds from common
stock transactions - 444,000 897,144
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Net Cash provided by
Financing Activities 70,000 459,000 2,508,156
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Increase in cash and
cash equivalents $ (3,583) $ 283,018 $ 285,081
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Cash and cash equivalents at
beginning of period $ 6,811 $ 2,063 $ 0
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Cash and cash equivalents at
end of period $ 3,228 $ 285,081 $ 285,081
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Supplemental disclosure of cash flow information:
Cash paid during the year for interest 0 0 0
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Cash paid during the year
for income taxes 0 0 0
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(FORMERLY PROGRESSIVE MAILER CORP.)
(A DEVELOPMENT STAGE COMPANY)
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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1. Organization and Basis of Presentation
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New Millennium Media International, Inc. (formerly
Progressive Mailer Corp.) (NMMI or the Company) is in the
business of marketing advertising space in special
advertising display machines. 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, in
particular, Regulation S-B. 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 years
ended December 31, 1998 and 1999. 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, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.
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2. Development Stage Enterprise
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The Company is a development stage enterprise, as defined in
Financial Accounting Standards Board Statement No. 7(SFAS
No. 7). The Company is devoting substantially all of its
efforts in securing and establishing a new business, and has
engaged in limited activities in the advertising business,
but no significant revenues have been generated to date.
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3. Going Concern Uncertainty
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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.
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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.
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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.
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4. Subsequent Events
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On April 12, 2000, the Company entered into an agreement
with Investment Management of America, Inc. (a major
stockholder and financial consultant) to exchange 3,000,000
shares of Common Stock for 3,000,000 shares of Series A
Convertible Preferred Stock of the 5,000,000 shares created
under resolution of the Board of Directors of the 10,000,000
Preferred Stock. In addition, the Company has voted and
passed the increase of the number of Common Stock authorized
to 75,000,000 at a special Meeting of Stockholders on July
17, 2000. Further, the Company has secured an agreement
with a financial institution to provide an equity line of
$25,000,000.
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Proforma financial information is presented for the current
interim period and corresponding prior interim period for
the Scovel Corporation merger on March 9, 2000.
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Part II. OTHER INFORMATION
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Item 1. Legal Proceedings
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NMMI is 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.
The plaintiff, Joseph Maenza, is seeking to collect payment
of a promissory note in the principal amount of $50,000 plus
interest from February 1999 and attorney fees. NMMI filed
an Answer and Affirmative Defenses alleging, among other
issues, that the interest stated in the promissory note is
usurious. This case will most likely proceed to trial
although settlement is always a viable possibility.
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NMMI is a defendant in a lawsuit filed August 31, 1999 in
the District Court, County of Denver, State of Colorado,
Case Number 99CV5768. The plaintiff, International Vending
Management, Inc., is seeking damages for failure to perform
on a contract wherein plaintiff contracted to place
advertising machines and manage the cash flow. NMMI filed
defenses and a counterclaim stating that plaintiff failed to
perform and lost or misplaced eleven machines.
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Item 2. Changes in Securities. - None
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Item 3. Defaults Upon Senior Securities. Not
applicable.
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Item 4. Submission of Matters to a Vote of Security
Holders. None
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Item 5. Other information. None.
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Item 6. Exhibits and reports on Form 8-K.
(i) Form 8-K12G3 filed on July 20,2000
under SEC File No. 000-29923
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Exhibit 27 Financial data schedule electronic filing
only.
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SIGNATURES
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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 July 24, 2000.
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
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(Registrant)
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Date: July 24 , 2000 s/s John D. Thatch
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JOHN D. THATCH
President
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