MEDIA SOURCE INC
10-Q, 2000-05-15
MISCELLANEOUS NONDURABLE GOODS
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                                  UNITED STATES
                        SECURITIES AND EXHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark one)
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended: March 31, 2000

                                       OR

[   ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________
                         Commission File Number 0-10475

                               MEDIA SOURCE, INC.

             (Exact Name of Registrant as specified in its charter)

            DELAWARE                                 34-1297143
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)

                       6360 Rings Road, Amlin, Ohio 43002
               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number: (614) 793-8749

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 .

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of share  outstanding of each of the issuer's classes of common
equity, as of the latest practical date: 328,200 common shares outstanding, each
with $0.01 par value, as of March 1, 2000.

Transitional Small Business Disclosure Format (Check one): YES  X  NO      .
                                                              -----   -----

<PAGE>


                               MEDIA SOURCE, INC.
                                   FORM 10-QSB
                                      INDEX


Part I - Financial Information

     Item 1 - Financial Statements (unaudited)

          Balance Sheets - March 31, 2000 and December 31, 1999

          Statements of Operations - Three Months ended March 31, 2000 and 1999

          Statements of Cash Flows - Three Months ended March 31, 2000 and 1999

          Notes to Financial Statements

     Item 2 - Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Part II - Other information

Signatures
<PAGE>
<TABLE>
<CAPTION>


                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                               MEDIA SOURCE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        March 31,   December 31,
                                                           2000         1999
                                                       -----------   ----------
                                                             (unaudited)
ASSETS
<S>                                                    <C>            <C>
Current Assets:
     Cash and cash equivalents ......................   $  997,962   $  804,605
     Trading securities, at market ..................      673,615      355,907
     Accounts receivable, net of allowance for doubtful
       accounts of $94,000 and $94,000, respectively .     522,360      863,117
     Inventory .......................................     833,313    1,003,695
     Prepaid expenses ................................     225,667      206,214
                                                        ----------   ----------

Total Current Assets ..................................  3,252,917    3,233,538



Equipment, net of accumulated depreciation
  Of $154,191 and $155,406, respectively ..............     83,792       94,264



Other Assets:
     Assets held for disposal (net) ...................       --      1,189,189
     Cost in excess of net assets acquired, net of accumulated
       amortization of $1,067,052 and $1,055,000,
       respectively                                      1,654,851    1,666,902
     Securities available for sale, at market .........     73,900       73,900
     Other ............................................     30,204       10,042
                                                        ----------   ----------

Total Other Assets ...................................   1,758,955    2,940,033

                                                        ----------   ----------

Total Assets ........................................   $5,095,664   $6,267,835
                                                        ==========   ==========
                             See accompanying notes
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                               MEDIA SOURCE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                     March 31,     December 31,
                                                       2000            1999
                                                   ------------   -------------
                                                             (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>             <C>

Current Liabilities:
     Accounts payable .............................$    105,164    $    220,690
     Accrued liabilities ..........................      80,935          97,294
     Accrued salary and interest - officer ........     379,404         329,917
     Accrued tax liabilities ......................     969,916       1,006,032
     Deferred revenue .............................   1,545,400       1,794,385
     Current portion of long-term debt obligations      500,000         963,896
                                                   ------------    ------------

Total Current Liabilities .........................   3,580,819       4,412,214

Long-term debt .......................................  200,000       1,082,001

                                                   ------------    ------------
Total Liabilities ..............................      3,780,819       5,494,215

Commitments

Stockholders' Equity:
     Preferred shares: $.01 par value; 300,000 shares authorized;
       no shares issued or outstanding
     Common shares: $.01 par value; 500,000 shares
      authorized; .                            .          3,431           3,431
       343,137 issued and outstanding
     Capital in excess of stated value .........     21,974,029      21,974,029
     Notes receivable from stock sales ..... ...       (902,373)       (902,373)
     Unrealized losses on securities available for sale (12,900)        (12,900)
     Accumulated deficit ........................   (19,506,219)    (20,047,444)
     Less 14,936 shares of common stock in treasury,
       at cost ....                                    (241,123)       (241,123)

                                                   ------------    ------------
Total Stockholders' Equity .....................      1,314,845         773,620

                                                   ------------    ------------

Total Liabilities and Stockholder's Equity .....   $  5,095,664    $  6,267,835
                                                   ============    ============

                            See accompanying notes
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                               MEDIA SOURCE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    Three months ended March 31,
                                                        ----------------------
                                                           2000         1999
                                                        ---------    ---------
                                                             (unaudited)
<S>                                                     <C>           <C>

Revenues ............................................   $ 957,415    $ 886,842
Costs of goods sold .................................     360,657      366,053
                                                        ---------    ---------
Gross profit ........................................     596,758      520,789

Operating expenses:
     Selling, general and administrative ............     509,781      527,900
     Depreciation and amortization ..................      28,615       36,985
                                                        ---------    ---------
Total operating expenses ............................     538,396      564,885

                                                        ---------    ---------
Income (loss) from operations .......................      58,362      (44,096)

Other income (expense)
     Interest, net ..................................     (12,884)     (45,411)
     Gain on the extinguishment of debt .............      31,787         --
     Gain on the sales of assets ....................     262,229         --
     Realized gain on investments ...................     158,783         --
     Unrealized gain on investments .................      27,673         --
                                                        ---------    ---------
Total other income (expense) ........................     467,588      (45,411)

                                                        ---------    ---------
Income (loss) from continuing operations before taxes     525,950      (89,507)

Provision for income taxes ..........................        --           --

                                                        ---------    ---------
Income (loss) from continuing operations ............     525,950      (89,507)

Gain from discontinued operations ...................      15,275       80,514
                                                        ---------    ---------

Net income (loss) ...................................   $ 541,225    $  (8,993)
                                                        =========    =========




Earnings per common share
     Income (loss) from continuing operations .......   $    1.60    $   (0.27)
     Income from discontinued operations ............         .05         0.24
                                                        ---------    ---------
     Net income (loss) ..............................   $    1.65    $   (0.03)
                                                        =========    =========

Weighted average number of common shares outstanding      328,200      328,200
                                                        =========    =========
                             See accompanying notes

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                               MEDIA SOURCE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    Three months ended March 31,
                                                     ---------------------------
                                                         2000           1999
                                                     ------------    -----------
                                                              (unaudited)
Cash flow from (used) in operations:
<S>                                                      <C>           <C>

Income (loss) from continuing operations .........   $   525,950    $   (89,507)
Reconciliation to net cash flow used in continuing operations:
     Depreciation and amortization ...............        28,615         36,985
     Gain on the sale of fixed assets ............      (262,229)          --
     Gain on the extinguishment of debt ..........       (31,787)          --
     Realized gain (loss) on investments .........      (158,783)          --
     Unrealized gain (loss) on investments .......       (27,673)          --
Changes in working capital items of continuing operations:
     Accounts receivable .........................       340,757        (81,917)
     Inventory ...................................       170,382         15,198
     Prepaid expenses and other assets ...........       (44,450)        61,711
     Accounts payable and accrued liabilities ....       (67,798)       (36,076)
     Deferred revenue ............................      (248,989)      (109,738)
                                                      -----------    -----------

Net cash provided by (used in) continuing operations     223,995       (203,344)

Net cash from (used in) discontinued operations ....     (26,889)        80,514
                                                      -----------    -----------

Net cash from (used in) operations .................     197,106       (122,830)

Cash flow from (used in) investing activities:
     Proceeds from the sale of property and equipment  1,448,400           --
     Payments for purchase of trading securities ....   (721,989)          --
     Proceeds from the sale of  trading securities ..    590,737           --
                                                      -----------    -----------
Net cash from investing activities ..................  1,317,148           --

Cash flow from (used in) financing activities:
     Proceeds from settlement of note receivable ....       --          150,000
     Payments on debt obligations ...................   (745,897)       (19,157)
     Payments on subordinated debt issued ...........   (575,000)          --
                                                      -----------    -----------
Net cash from (used in) financing activities ........ (1,320,897)       130,843

Increase in cash ....................................    193,357          8,013

Cash, beginning of period .............................  804,605        936,196
                                                      -----------    -----------

Cash, end of period ..............................   $   997,962    $   944,209
                                                      ===========    ===========


                             See accompanying notes

</TABLE>
<PAGE>

                               MEDIA SOURCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1.  Basis of Presentation

         The accompanying  condensed  consolidated financial statements have not
been audited, but reflect all adjustments,  which, in the opinion of management,
are  necessary  for a  fair  presentation  of  financial  position,  results  of
operations and cash flows. All adjustments are of a normal and recurring nature,
except for those related to the  discontinued  operations of the Company's  book
fair business.

         Media Source, Inc. (the "Company"),  through MT Library Services, Inc.,
its  wholly-owned  subsidiary,  operates  Junior  Library  Guild, a subscription
service that  distributes  first print,  award  winning  children's  books.  The
Company has its own  editorial  division  that reviews  books in the  manuscript
stage and makes selections for nine reading levels.  The Company markets most of
its products  directly to schools and public  libraries  but has plans to expand
into other segments.

         The  interim  consolidated  condensed  financial  statements  and notes
thereto are presented as permitted by the Securities and Exchange Commission and
do not contain certain  information  included in the Company's  annual financial
statements and notes thereto.  The results of operations for the interim periods
are not necessarily  indicative of the results to be expected for the full year.
These  financial  statements  should be read in  conjunction  with the Company's
audited  financial  statements  and notes  thereto  for the  fiscal  year  ended
December 31, 1999.


Note 2.  Debt Obligations

         At  quarter   ended  March  31,  2000,   the  Company  had  a  $200,000
subordinated  note payable bearing  interest at the lender's prime rate plus 1%,
due July 31, 2001, and $500,000 in subordinated  note payables  bearing interest
of 12% quarterly, due August 1, 2000.

         During the first quarter of 2000, the Company retired, at 90 percent of
face value,  a $250,000  subordinated  note that was due  December  31, 2005 and
$350,000 in subordinated notes that were due on August 1, 2000.

         Subsequent  to quarter  ending  March 31,  2000,  on option to purchase
stock was  granted on May 10,  2000 to the Company  Chairman,  S. Robert  Davis,
holder of a $500,000  subordinated  convertible note payable due August 1, 2000.
In exchange for granting  this option,  S. Robert Davis agrees to extend the due
date of his note,  cancel the conversion  feature  associated with the note, and
allow the Company to repay the debt over 20  quarterly  installments  of $25,000
starting in April 2000.  The stock  option  entitles S. Robert Davis to purchase
from the Company  100,000  shares at 1/8th over the closing bid price on the day
of grant.  The closing bid price on May 10,  2000 was $2.125 and  therefore  the
exercise price is $2.25 per share. The option is only exercisable  after May 10,
2003,  three years from the date of the grant and expires on May 10,  2006,  six
years from the date of grant.


Note 3.  Supplemental Cash Flow Information

         Cash  payments  during the three  months ended March 31, 2000 and 1999,
included interest of $81,000 and $19,000,  respectively,  and income taxes of $0
and $0, respectively.
<PAGE>

Note 4.  Income Taxes

         There was no income tax  provision for the three months ended March 31,
2000, due to the Company's net operating loss position and the full valuation of
any  resulting  deferred  tax  benefit.  Estimated  income  tax  rates  based on
annualized income were taken into consideration.


Note 5. Earnings Per Share

         The following  table  represents  the  computation of basic and diluted
earnings per share.
<TABLE>
<CAPTION>

                                                   Three months ended March 31,
                                                       ---------------------
                                                          2000       1999
                                                       ---------   ---------
<S>                                                     <C>         <C>
                                                             (unaudited)
Basic and Diluted Earnings Per Share:
Weighted average number of common shares outstanding     328,200     328,200
                                                       =========   =========

Income (loss) from continuing operations ...........   $ 525,950   $ (89,507)

Gain (loss) from discontinued operations ...........      15,275      80,514
                                                       ---------   ---------

Net income (loss) available to common stockholders .   $ 541,225   $  (8,993)
                                                       =========   =========


Income (loss) per common share:
Income (loss) from continuing operations ...........   $    1.60   $   (0.27)

Gain (loss) from discontinued operations ...........        0.05        0.24
                                                       ---------   ---------

Net income (loss) per share ........................   $    1.65   $   (0.03)
                                                       =========   =========
</TABLE>




         At March 31, 2000  options and  warrants  were  outstanding  during the
periods but were not  included in the  computation  of dilutive  EPS because the
potential  common  stock was not  "in-the-money".  At March 31, 1999 options and
warrants  were  outstanding  during the  periods  but were not  included  in the
computation  of  dilutive  EPS  because  the  potential  common  stock  was  not
"in-the-money" and would have been antidillutive.


Note 6.  Assets Held For Disposal

         Assets  held for  disposition  at  December  31,  1999  consisted  of a
warehouse, office facility and real estate in Worthington,  Ohio that were being
used by the Junior Library Guild on a temporary basis. These assets were sold on
January  25, 2000 for $1.4  million and the Company  realized a gain on the sale
$254,000.  The Junior  Library  Guild entered into a lease to rent the warehouse
and office facility through  September 2000. At the expiration of the lease, the
Junior  Library Guild will move and lease a new  warehouse  and office  facility
located in Union County, Ohio.
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

         Certain  statements  contained in this Form 10-QSB under  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
regarding matters that are not historical facts are "forward looking statements"
(as such term is  defined in the  Private  Securities  Litigation  Reform Act of
1995) and  because  such  statements  involve  risks and  uncertainties,  actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements.  Those  statements  include  remarks  regarding the
intent,  belief, or current expectations of the Company,  its directors,  or its
officers  with  respect  to,  among  other  things:  (i) the  capability  of the
Company's existing  subscription sales organization to absorb additional volume;
(ii) the  expectation  of the Company with respect to the amount of the possible
judgement  in  the  sales  tax  litigation   described   under  "Item  3,  Legal
Proceedings";  (iii) the Company's opportunity to increase sales of its products
and its  market  share;  and  (iv)  trends  affecting  the  Company's  financial
condition or results of operations; (v) the Company's cash on hand and cash from
operations  should provide  sufficient  funds available for the Company's normal
business operations in the year 2000.  Prospective  investors are cautioned that
any such forward-looking statements are not guarantees of future performance and
involve risks and  uncertainties,  and that actual results may differ materially
from those projected,  anticipated or expected in the forward-looking statements
as a result of various factors,  many of which, such as the Company's ability to
raise  additional  capital,   are  beyond  the  control  of  the  Company.   The
accompanying  information  contained  in this Form  10-QSB,  including,  without
limitation, the information set forth under the heading "Management's Discussion
and  Analysis of  Financial  Condition  and Results of  Operations",  identifies
important factors that could cause such differences.


First Quarter 2000 Compared with First Quarter 1999

         Revenues  for the  three  months  ended  March 31,  2000,  approximated
$957,000 compared to approximately $887,000 for the three months ended March 31,
1999, an increase of 8% or  approximately  $70,000.  The increase in revenues is
principally  attributable to an increase in the number of monthly subscriptions,
a change in pricing  strategies,  and a continued emphasis on selling additional
backlist book titles.

         Cost of goods  sold was  approximately  $361,000  for the three  months
ended March 31, 2000,  compared to  approximately  $366,000 for the three months
ended March 31, 1999, an decrease of 1% or approximately $5,000. The decrease in
cost of  goods  sold is a result  of a  change  in  purchasing  strategies  that
resulted  in  improvements  in the buying of the  product.  As a  percentage  of
revenues,  cost of goods sold was 38% during the first quarter of 2000, compared
to 41% for the same period in 1999. The decrease in cost of sold as a percentage
of revenues  relates to a  combination  of new pricing  strategies  and improved
purchasing strategies during the first quarter of 2000 compared to 1999.

         Selling,   general,  and  administrative   expense  were  approximately
$510,000 for the three months  ended March 31, 2000,  compared to  approximately
$528,000  for the three  months  ended  March 31,  1999,  an  decrease  of 3% or
approximately  $18,000.  The decrease in selling,  general,  and  administrative
expenses in 2000 is  principally  attributable  to the  reduction  of  operating
expenses as of the result of the sale of assets which were  previously  held for
disposal  at December  31, 1999 and a net  reduction  in certain  expenses  that
relate to corporate overhead.
<PAGE>

         Depreciation and amortization expense was approximately $29,000 for the
three  months  ended March 31,  2000,  compared to $37,000 for the three  months
ended March 31, 1999, a decrease of 22% or approximately $8,000. The decrease in
depreciation  and  amortization  expense is due to a  reduction  in  depreciable
assets as a result of the  selling  of assets  which  were  previously  held for
disposal at December 31, 1999

         Net  interest  expense was  approximately  $13,000 for the three months
ended March 31,  2000,  compared to $45,000 for the three months ended March 31,
1999,  an decrease of 71% or $32,000.  The decrease in net  interest  expense is
primarily  attributable  to the  retirement  of $1.3 million in debt  obligation
during the first  quarter of 2000.  The average  outstanding  debt for the three
months ended March 31, 2000,  approximated $1.4 million compared to $2.1 million
for the three months ended March 31, 1999.  Additionally,  the average  interest
rate for the three months ended March 31, 2000,  approximated  10.2% compared to
approximately 10.2% for the three months ended March 31, 1999.

         There was no income tax  provision for the three months ended March 31,
2000, due to the Company's net operating loss position and the full valuation of
any  resulting  deferred  tax  benefit.  Estimated  income  tax  rates  based on
annualized income were taken into consideration.

         The first quarter ended March 31, 2000, resulted in operating income of
$526,000  compared to an operating  loss of $90,000 in the first  quarter  ended
March 31, 1999. The increased over 1999 was  attributable to increase  revenues,
decreased expenses,  and gains on the extinguishment of debt, sale of assets and
on investments that totaled $480,000.

         The first  quarter  ended  March 31,  2000,  resulted  in net income of
$541,000  versus a net loss of $9,000 in the first quarter ended March 31, 1999.
Included in the net income for 2000 is a gain from  discontinued  operations  of
$15,000  compared  to a gain from  discontinued  operations  of $80,000 in 1999.
Current  quarter basic and diluted  income per share for the first quarter ended
March  31,  2000 was  $1.65  versus a loss per  share of $.03 in the  comparable
quarter last year. The weighted average common and common  equivalent shares for
the first quarters 2000 and 1999 were 328,200.


Liquidity and Capital Resources

         The Company had a net increase in cash for the three months ended March
31, 2000, of $193,000,  compared to a net increase for the comparable  period in
the prior year of $8,000.  Cash on hand was  $998,000  and $944,000 at March 31,
2000 and 1999, respectively.

         For the three  months  ended  March  31,  2000,  continuing  operations
provided  $224,000 in cash as compared to $203,000  used during the three months
ended March 31, 1999.  Primary  increases in cash flow from  operations  in 2000
were from a $341,000 decrease in accounts  receivable and a $170,000 decrease in
inventory.  Primary  decreases  in cash  flow  from  operations  were a  $44,000
increase in prepaid  expenses and other assets,  a $68,000  decrease in accounts
payable and accrued  liabilities,  and a $249,000  decrease in deferred revenue.
Primary  increases  in cash  flow  from  operations  in 1999 were from a $15,000
decrease  in  inventory  and a $60,000  decrease in prepaid  expenses  and other
assets.  Primary decreases in cash flow from operations were an $82,000 increase
in accounts  receivable,  a $36,000  decrease  in  accounts  payable and accrued
liabilities, and a $110,000 decrease in deferred revenue.

         Cash from  investing  activities  was $1.3 million for the three months
ended March 31, 2000. Proceeds from the sale of property and equipment were $1.4
million and the proceeds from the sale of trading securities were $591,000. Cash
used  in  investing   activities  was  $722,000  for  the  purchase  of  trading
securities.  The Company had no asset  expenditures in the first quarter of 2000
and does not  anticipate  any material  expenditures  for property and equipment
during the next twelve months.
<PAGE>

         For the three  months  ended  March  31,2000,  cash  used in  financing
activities was $1.3 million for the payment of debt  obligations.  This compares
to cash provided by financing  activities of $130,000 for the three months ended
March 31, 1999.  Financing activities in 1999 included $150,000 in proceeds from
the settlement of notes receivable

         Subsequent  to quarter  ending March 31, 2000, a $500,000  subordinated
convertible note payable was refinanced by the granting of an option to purchase
stock to the Company  Chairman,  S. Robert  Davis.  The  granting of this option
extends the due date of his note, cancels the conversion feature associated with
the  note,  and  allows  the  Company  to  repay  the  debt  over  20  quarterly
installments  of $25,000  starting in April 2000.  The stock option  entitles S.
Robert  Davis to  purchase  from the  Company  100,000  shares at 1/8th over the
closing bid price on the day of grant. The closing bid price on May 10, 2000 was
$2.125 and therefore the exercise  price is $2.25 per share.  The option is only
exercisable  after  May 10,  2003,  three  years  from the date of the grant and
expires on May 10, 2006, six years from the date of the grant.

        At March 31,  2000,  the Company  had  negative  net working  capital of
approximately  $328,000  compared to negative  working capital of  approximately
$1.2 million at December 31, 1999, an improvement  of $872,000  during the first
quarter of 2000.  The negative  working  capital is primarily  attributed to the
current  portion of long-term  debts and $909,000 in liabilities  that relate to
the Company's discontinued operations. Cash provided by continuing operations at
March 31, 2000 was $224,000.  The Company believes that through a combination of
cash on hand and available  from  operations,  there should be sufficient  funds
available for the Company's normal business operations in the year 2000.

        S. Robert Davis  continues  to deferred his salary of $185,000.  Had Mr.
Davis not deferred  his salary  during the first  quarter of 2000,  the $224,000
positive  cash flow from  continuing  operations  would  have  been  reduced  to
$179,000.  Mr. Davis intends to defer his salary for an additional 24 month. The
Board of Directors  has the right to pay Mr.  Davis'  deferred  compensation  in
stock or cash,  should the Company deem one more preferential than the other. It
continues to be the  Company's  intention to pay the  deferred  compensation  in
cash. The  re-location  of operations  and reduction of interest  should provide
additional funding to meet the future obligations.


Seasonality

         Although the children's  literature  business correlates closely to the
school year, the majority of the sales force remains intact throughout the year.
However,  the entire sales force is reduced  around the Christmas  season.  As a
subscription  service,  however,  revenue  is  not  seasonal  and  shipments  of
inventory continue throughout the year. Cash receipts declines during the summer
months but do not cease, as public libraries remain, open.


Quantitative and Qualitative Disclosures about Market Risks

        The  Company is exposed to the impact of  interest  rate  changes on its
debt  obligations  and  investment  risk.  The Company is not exposed to foreign
currency exchange rate risk.

        Interest  Rate Risk.  The Company is not exposed to market rate risk for
changes in interest rates due to all remaining  debt  obligations of the Company
having fixed interest rates.
<PAGE>


        Investment  Rate  Risk.  At March 31,  2000,  the  Company  had  trading
securities  with a fair market  value of $673,615  and a cost of  $675,657.  The
Company is subject to  investment  rate risk.  The Company  could  benefit  from
increases in market rates or could be adversely  affected by decreases in market
rates.  The current 2000  positive  return on  investments  could be  increased,
reduced or offset by any future gains or losses.

        The Company has 29,560 shares of stock held for long-term  investment at
cost of $86,800.  These  available for sale  securities have a fair market value
based on new shares sold at $2.50 per share,  and thus are reported at March 31,
2000 with a fair market value of $73,900. The Company would experience a loss of
$12,900 if the shares were sold as of March 31, 2000.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1:  LEGAL PROCEEDINGS

         The Company was subject to litigation by expert  witnesses  used in its
1996 suit against its former  auditors,  Arthur  Anderson & Co. LLP. The Company
settled the case through mediation and paid $61,000 on February 16,2000.

         The   Illinois   Department   of  Revenue   issued   two   assessments,
NTLSF980498870200  on April 17,  1998 and  NTLSF9804988702001  on March 24, 1998
against the Company seeking approximately  $478,000, plus interest, in sales tax
from  1993  through  1996.  A hearing  has held  before  the State of  Illinois,
Department of Revenue [Reg. #2225-1251, docket no, 98-ST-0132] on April 27, 2000
and the Company is  currently  waiting the  decision.  The taxing  authority  is
claiming that there has been an agency relationship  between the Company and the
schools.  The  Company  denies  that such a  relationship  existed  and plans to
vigorously  defend this matter  seeking full discharge of the  assessments.  The
Company  anticipates  legal cost to be in the  $25,000 to $40,000  range and has
recorded a liability of approximately $650,000.


ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None.


ITEM 3:  DEFAULT UPON SENIOR SECURITIES

                  None.


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.


ITEM 5:  OTHER INFORMATION

                  None.


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

                         Exhibit
                         Number     Description of Document

                         27         Financial Data Schedule
                                    (filed only electronically with the SEC)

(b)      Reports on Form 8-K filed during the quarter ended March 31, 2000:

                      None.
                                    SIGNATURE


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                     Media Source, Inc.
                                                     ------------------
                                                     (Registrant)



Dated: May 12, 2000                          By: /s/Donald R. Hollenack
       ------------                              ----------------------
                                                    Donald R. Hollenack
                                                    Chief Financial Officer

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5


<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              Dec-31-2000
<PERIOD-START>                                 Jan-01-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                         997,962
<SECURITIES>                                   673,615
<RECEIVABLES>                                  616,360
<ALLOWANCES>                                   94,000
<INVENTORY>                                    833,313
<CURRENT-ASSETS>                               3,252,917
<PP&E>                                         237,983
<DEPRECIATION>                                 154,191
<TOTAL-ASSETS>                                 5,095,664
<CURRENT-LIABILITIES>                          3,580,819
<BONDS>                                        200,000
                          0
                                    0
<COMMON>                                       3,431
<OTHER-SE>                                     1,311,414
<TOTAL-LIABILITY-AND-EQUITY>                   5,095,664
<SALES>                                        957,415
<TOTAL-REVENUES>                               957,415
<CGS>                                          360,657
<TOTAL-COSTS>                                  360,657
<OTHER-EXPENSES>                               538,396
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             12,884
<INCOME-PRETAX>                                525,950
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            525,950
<DISCONTINUED>                                 15,275
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   541,225
<EPS-BASIC>                                    1.65
<EPS-DILUTED>                                  1.65




</TABLE>


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