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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 2-74785-B
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Next Generation Media Corp.
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(Exact name of registrant as specified in its charter)
Nevada 88-0169543
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 N. Stafford St., Suite 2003
Arlington, VA 22203
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(Address of principal executive offices)
(Zip Code)
(703) 516-9888
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(Registrant's telephone number, including area code)
Micro Tech Industries, Inc.
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(Former name, former address and former fiscal year,
if changed since last report)
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 No X
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The total number of issued and outstanding shares of the issuer's
common stock, par value $0.01, as of March 31, 1997 was 800,889.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEET
March 31, 1997
<TABLE>
<S> <C>
Assets
Note receivable - Promote-It $ 20,000
Goodwill, less accumulated amortization of $833 49,167
$ 69,167
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 12,469
Loan payable - officer 20,000
Total current liabilities 32,469
Stockholders' equity
Common stock $0.01 par value - shares
authorized 50,000,000; outstanding 800,889 8,009
Additional paid-in capital 122,080
Accumulated deficit (93,391)
Net stockholders' equity 36,698
$ 69,167
</TABLE>
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STATEMENT OF NET LOSS AND ACCUMULATED DEFICIT
For the Three Months Ended March 31, 1997
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<S> <C>
Revenue $ -
Expenses
Professional services 12,469
Amortization of goodwill 833
Total expenses (13,302)
Net loss (13,302)
Deficit, December 31, 1996 (80,189)
Deficit, March 31, 1997 $ (93,391)
</TABLE>
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STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 1997
<TABLE>
<S> <C>
Cash flows from operating activities
Net loss $ (13,302)
Adjustments to reconcile net loss to net
cash used by operating activities
Amortization 833
Increase in note receivable (20,000)
Increase in accounts payable 12,469
Net cash used in operating activities (20,000)
Cash flows from financing activities
Proceeds of loan from officer 20,000
Net change in cash and cash equivalents -
Cash and cash equivalents, December 31, 1996 -
Cash and cash equivalents, March 31, 1997 $ -
</TABLE>
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Management cannot fully assess material changes in the issuer's
financial condition from the end of the preceding fiscal year to March 31,
1997, or in the issuer's results of operations with respect to the 1997 fiscal
year to March 31, 1997 from the corresponding year to date period of the
preceding fiscal year, for the following reasons.
Mr. Joel P. Sens purchased 6,686,551 shares of the issuer's common
stock, par value $0.001, as of February 6, 1997, from Pocotopaug Investment,
Inc., the issuer's former controlling shareholder (the "Former Majority
Shareholder") for $50,000. (For a description of a subsequent transaction
involving shares of the issuer's common stock, see Part II, Item 2 -- Changes
in Securities.) All then-existing officers and directors resigned as of
February 6, 1997, and all current officers and a majority of the current
directors were first appointed as of February 6, 1997, in connection with that
sale. To the best of management's knowledge, no audited or unaudited financial
statements for the issuer were prepared by former management for all or any
portion of fiscal year 1996.
The following discussion is based on assumptions made by management as
to the issuer's results of operations and financial condition as of March 31,
1996 and for the period then ended. No assurances can be given as to the
accuracy of such assumptions. However, management has no knowledge of any
information that would make reliance on such assumptions unwarranted.
Management assumes that the issuer had no assets as of December 31,
1996, the end of its last fiscal year. On March 6, 1997, Larry Grimes,
President of the issuer, loaned the issuer $20,000. Also as of March 6, the
issuer loaned these funds to Promote It An Idea Company, a Colorado corporation
("Promote It"), in anticipation of being able to reach definitive agreements
with Promote It for certain licenses from Promote It to the issuer and certain
services to be provided by the issuer to Promote It, pursuant to a letter of
intent between Promote It and the issuer. The issuer and Promote It have been
unable to reach such agreement, and the issuer has declared the note from
Promote It due and payable. To date, the note has not been paid. The issuer
also has goodwill of $49,167, arising from purchase by Mr. Sens of common stock
of the issuer from the Former Majority Shareholder described above, less
accumulated amortization of $833.
Management assumes that the issuer had no current liabilities as of
December 31, 1996. During the fiscal quarter covered by this report, the
issuer incurred accounts payable of
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$12,469, representing accrued fees for professional services, and the loan
payable to Mr. Grimes described above.
Management assumes that the issuer had no expenses during the first
fiscal quarter of 1996. During the period covered by this report, the issuer
incurred expenses for professional services of $12,469, and amortization of
goodwill in the amount of $833. This resulted in an increase in a net loss of
$(13,302), increasing the issuer's accumulated deficit to $(93,391).
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PART II -- OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
As of March 19, 1997, the issuer authorized a 10:1 reverse stock
split, which became effective as of such date. Upon that effectiveness, each
ten issued and outstanding shares of the issuer's common stock, par value
$0.001, became one share of the issuer's common stock, par value $0.01. This
transaction was exempt from registration under Section 3(9) of the Securities
Act of 1933.
Also as of March 19, 1997, the issuer's Board of Directors authorized
the issuance of 2,150,000 additional shares of common stock, par value $0.01,
to Joel P. Sens in exchange for a promissory note in the principal amount of
$359,050.00, bearing interest at the rate of 5.93% and due three years from the
date of issuance. This offer and sale was consummated on April 1, 1997, after
the period covered by this report. This offer and sale was a private
transaction exempt from registration under Section 4(2) of the Securities Act
of 1933. Mr. Sens' obligations under this note are secured by a pledge to the
issuer of the purchased shares.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As of March 31, 1997, the issuer's Board of Directors recommended the
amendment of its Articles of Incorporation to change its name from Micro Tech,
Inc. to Next Generation Media Corp. This name change was approved as of March
31, 1997 by Joel P. Sens, the holder of 668,655.1 out of 800,889 then issued
and outstanding shares of the issuer's common stock, par value $0.01, by
written consent in lieu of a meeting of stockholders, as permitted by Section
78.390 of the General Corporation Law of the State of Nevada, as amended. This
name change became effective on April 16, 1997, after the period covered by
this report, upon the filing of a Certificate of Amendment of the issuer's
Articles of Incorporation with the Secretary of State of the State of Nevada.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
4.1 Certificate of Amendment of Articles of Incorporation of Micro
Tech, Inc., filed April 16, 1997, changing name of corporation
to Next Generation Media Corp.
27 Financial Data Schedule
(b) Reports on Form 8-K:
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A report on Form 8-K was filed on February 20, 1997, reporting
information under Item 1 -- Changes in Control of Registrant.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEXT GENERATION MEDIA CORP.
Date: May 15, 1997 By: /s/ Larry Grimes
Larry Grimes, President
(Duly Authorized Officer)
Date: May 15, 1997 By: /s/ Kenneth Brochin
Kenneth Brochin, Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered
Exhibit Description Page
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<S> <C> <C>
4.1 -- Certificate of Amendment of Articles
of Incorporation of Micro Tech, Inc., filed
April 16, 1997, changing name of
corporation to Next Generation Media Corp.
27 -- Financial Data Schedule
</TABLE>
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
MICRO TECH INDUSTRIES, INC.
We, the undersigned, Larry Grimes (President) and Kenneth
Brochin (Secretary) of Micro Tech Industries, Inc. do hereby certify:
That the Board of Directors of said corporation by unanimous
written consent dated as of March 31, 1997, adopted a resolution to amend the
original articles as follows:
Article I is hereby amended to read as follows:
"The name of the corporation is Next Generation Media Corp."
The number of shares of the corporation outstanding entitled
to vote on an amendment to the Articles of Incorporation is 800,890; that the
said change and amendment has been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Larry Grimes
President
/s/ Kenneth Brochin
Secretary
State of Maryland :
:ss.
County of Montgomery:
On April 8, 1997, personally appeared before me, a Notary
Public, Larry Grimes, President, who acknowledged that he executed the above
instrument.
Seal /s/ Patricia A. Fincham
Notary
State of Ohio :
:ss.
County of Lucas :
On April 1, 1997, personally appeared before me, a Notary
Public, Kenneth Brochin, Secretary, who acknowledged that he executed the above
instrument.
Seal /s/ James M. Perlman
Notary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 20,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 69,167
<CURRENT-LIABILITIES> 32,469
<BONDS> 0
0
0
<COMMON> 8,009
<OTHER-SE> 28,689
<TOTAL-LIABILITY-AND-EQUITY> 69,167
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,302
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,302)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,302)
<EPS-PRIMARY> (0.016)
<EPS-DILUTED> (0.016)
</TABLE>
