<PAGE> 1
FORM 10-Q/A
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 September 30, 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
- ------------------------------- ------------------
(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)
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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 September 30, 1997 was 3,050,950.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<PAGE> 3
Financial Information
Next Generation Media
Balance Sheet
September 30, 1997
<TABLE>
<CAPTION>
Current Assets
<S> <C>
Accrued Interest Receivable $ 10,509
Accounts Receivable $ 89,209
Prepaid Expenses $ 2,836
---------
$ 102,554
Property and Equipment $ 39,300
Goodwill, net of amortization of $3,333 $ 263,865
Total Assets $ 405,719
Liabilities and Stockholders' Equity
Current Liabilities
Checks Issued Against Future Deposits $ 7,341
Current Portion of Long Term Debt $ 25,000
Accounts Payable $ 190,938
Accrued Interest Payable $ 134
---------
$ 223,413
Other Liabilities
Long Term Debt, Net of Current Portion $ 76,229
Due to Stockholders $ 74,040
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$ 150,269
Total Liabilities $ 373,682
Stockholder's Equity
Common stock $.01 par value - shares
authorized 50,000,000; outstanding 2,950,889 $ 30,509
Additional Paid in capital $ 475,330
Less: Note receivable-shareholder $(359,050)
Accumulated deficit $(114,752)
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Net stockholders' Equity $ 32,037
Total liabilities and Stockholders' Equity $ 405,719
</TABLE>
<PAGE> 4
Statement of Net Loss and Accumulated Deficit
For the Nine months ended September 30, 1997
<TABLE>
<CAPTION>
Three months ended Nine Months ended
REVENUE September 30,1997 September 30, 1997
<S> <C> <C>
Interest Income $ 5,580 $ 11,443
TOTAL REVENUE $ 5,580 $ 11,443
EXPENSES
Professional Services $ 16,653 $ 58,567
Amortization of Goodwill 1,250 3,333
Interest Expense 405 1,698
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TOTAL EXPENSES $ 18,308 $ 63,598
NET GAIN (LOSS) $ (12,728) $ (52,155)
Deficit, Beginning of Period $ (102,024) $ (80,089)
Deficit, End of Period $ (114,752) $ (132,244)
Gain (Loss) per share $ (0.004) $ (0.022)
Weighted Average common shares outstanding $ 2,950,889 $ 2,334,222
</TABLE>
<PAGE> 5
Statement of Cash Flows
For the Nine months ended September 30, 1997
<TABLE>
Cash flows from operating activities
<S> <C>
Net Gain (Loss) $ (34,663)
Adjustments to reconcile net loss to net
cash used by operating activities
Amortization $ 3,333
Increase in accrued interest receivable $ (10,509)
Increase in accounts payable $ 79,267
Increase in note payable $ 4,000
Increase in accrued interest payable $ 134
---------
Net cash provided by operating activities $ 41,562
Cash flows from Investing activities
Acquisition Costs $ (41,562)
Purchase Covenant not to Compete $ (15,000)
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Net cash used by investing activity $ (56,562)
Cash flows from financing activities
Proceeds from note payable $ 15,000
Net change in cash and cash equivalents $ -
Cash and cash equivalents, December 31, 1996 $ -
SUPPLEMENTAL DISCLOSURES
Noncash investing activities
Acquisition:
Issue common shares in exchange for
assets of Pompton Valley Publishing $ 16,700
Book value of assets acquired less book
value of liabilities assumed $(118,667)
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$ 135,367
Acquisition costs $ 41,562
Fair market value adjustment upon acquisition $ 25,269
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$ 202,198
</TABLE>
<PAGE> 6
Next Generation Media
Note to Financial Statements
1. Business Combination
On September 29, 1997, Pomptom Valley Publishing Company (PVP) sold to
Independent News, Inc. (INI), a wholly owned subsidiary of Next Generation Media
Corp. (the Company), all of its tangible property, all accounts receivable, all
intellectual property, certain contracts, and all other business property. INI
assumed certain liabilities of PVP, paid PVP $15,000 in cash for a covenant not
to compete, and issued to PVP 100,000 shares of the Company's common stock. This
acquisition was accounted for as a purchase and consequently the Company
recorded approximately $140,000 of goodwill which is being amortized on a
straight line basis over 5 years.
The following pro forma summary presents the combined results of operations of
the Company and the acquired business as if the acquisition had occurred at the
beginning of 1997. The pro forma amounts give effect to certain adjustments,
including the amortization of intangibles. This pro forma summary does not
necessarily reflect the results of operations as they would have been if the
businesses had constituted a single entity during such periods and is not
necessarily indicative of result which may be obtained in the future.
Nine months ended September 30, 1997
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Net sales $ 1,072,816
Net (loss) $ (123,389)
(Loss) per common share $ (.06)
<PAGE> 7
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit 27 Financial Data Schedule
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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 26, 1998 By: s/s Larry Grimes
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Larry Grimes, President
(Duly Authorized Officer)
Date: May 26, 1998 By: s/s Kenneth Brochin
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Kenneth Brochin, Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- ------------
27 -- Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 89,209
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 102,554
<PP&E> 39,300
<DEPRECIATION> 0
<TOTAL-ASSETS> 405,719
<CURRENT-LIABILITIES> 223,413
<BONDS> 150,269
0
0
<COMMON> 30,509
<OTHER-SE> 1,528
<TOTAL-LIABILITY-AND-EQUITY> 405,719
<SALES> 0
<TOTAL-REVENUES> 5,863
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,798
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (21,935)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,935)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
