<PAGE> 1
FORM 10-QSB
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 June 30, 1999
-------------
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 2-74785-B
---------
Next Generation Media Corp.
------------------------------------------------------
(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.)
8380 Alban Road
Springfield, VA 22150
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(703) 913-0416
----------------
(Registrant's telephone number, including area code)
----------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
Yes No X
----- -----
<PAGE> 2
The total number of issued and outstanding shares of the registrant's
common stock, par value $0.01, as of November 5, 1999 was 4,260,818.
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
<PAGE> 4
NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT
Cash $109,229 $ 326
Notes receivable from UNICO - 175,500
Accounts receivable, less allowance for doubtful
accounts of $93,745 and $65,534 681,965 122,443
Inventories 132,826 2,253
Deferred loan costs, net of
accumulated amortization of $95,350 and $53,577 24,650 66,423
Deferred offering costs - 185,520
Deferred consulting fees (Note 3) 300,000 -
Prepaid and other current assets 16,022 2,253
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,264,692 552,465
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $94,489 AND 57,813 1,833,445 170,572
OTHER
Deferred acquisition costs - 1,094,167
Intangibles, net of accumulated amortization of $61,442
and $24,561 1,181,931 155,862
Investment in UNICO - 25,537
Deposits 8,105 -
- --------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $4,288,173 $1,998,603
====================================================================================================================
</TABLE>
2
<PAGE> 5
NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Checks issued against future deposits $ - $ 28,919
Long term debt, current portion 707,490 237,153
Current obligations under capital leases 34,059 41,425
Accounts payable 719,988 236,523
Accrued expenses 236,103 -
Wages payable 228,480 244,616
Due to related parties 118,581 129,570
Deferred revenue 77,006 15,787
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,121,708 933,993
LONG TERM DEBT
Long term debt 69,196 -
Obligations under capital leases 9,513 18,339
Deferred rent 383,067 -
Accrued dividends 176,569 96,569
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 2,760,053 1,048,901
- --------------------------------------------------------------------------------------------------------------------
REDEEMABLE PREFERRED STOCK SERIES A, par value $.01,
redemption value $6 per share, 500,000 shares
authorized, 250,000 shares issued and outstanding 863,542 782,292
REDEEMABLE PREFERRED STOCK SERIES B, par value $.01,
redemption value $5 per share, 500,000 shares
authorized, 70,000 shares issued and outstanding 350,000 233,333
- --------------------------------------------------------------------------------------------------------------------
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.01 par value, 50,000,000 authorized
3,693,318 and 3,629,318 issued and outstanding (Note 3) 41,606 36,291
Additional paid in capital 4,689,741 3,625,363
Accumulated deficit (4,416,769) (3,727,577)
- --------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 314,578 (65,923)
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $4,288,173 $1,998,603
====================================================================================================================
</TABLE>
3
<PAGE> 6
NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months Six months
ended June 30, Ended June 30,
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------
(Restated) (Restated)
<S> <C> <C> <C> <C>
REVENUES:
Coupon sales $2,039,406 $ - $2,039,406 $ -
Franchise fees 48,500 - 48,500 -
Other revenue 239,186 - 239,186 -
Advertising revenues 505,271 439,624 873,707 761,493
Classified revenues 59,247 65,609 110,929 109,911
Commission income 18,305 26,448 46,310 95,173
- --------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES 2,909,915 531,681 3,358,038 966,577
- --------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Printing costs 1,022,379 93,102 1,103,631 180,096
Postage and delivery 838,299 131,135 959,085 237,287
Other production costs 191,615 54,431 236,556 105,118
Selling expenses 73,923 44,638 122,654 87,514
General and administrative expenses 646,262 483,115 804,908 643,877
Depreciation and amortization 150,064 13,674 174,942 26,994
Franchise development 64,849 - 64,849 -
Compensation expense relating to the
issuance of stock options 183,750 1,399,220 183,750 1,399,220
Forgiveness of stock subscription receivable - 329,996 - 329,996
- --------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 3,171,141 2,549,311 3,650,375 3,010,102
- --------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS (261,226) (2,017,630) (292,337) (2,043,525)
- --------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Other income (expense) 300 8,126 600 8,126
Interest income - 853 - 6,014
Interest expense (63,691) (3,815) (119,538) (3,914)
- --------------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE) (63,391) 5,164 (118,938) 10,226
- --------------------------------------------------------------------------------------------------------------------
NET LOSS (324,617) (2,012,466) (411,275) (2,033,299)
Preferred stock dividends (40,000) (26,980) (80,000) (26,980)
Preferred stock deemed dividends (69,792) (85,416) (197,917) (85,416)
- --------------------------------------------------------------------------------------------------------------------
Loss applicable to common shareholders $(434,409) $(2,124,862) $(689,192) $(2,145,695)
====================================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.11) $ (.66) $(.18) $ (.68)
- --------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 4,136,093 3,230,225 3,895,067 3,172,160
====================================================================================================================
</TABLE>
4
<PAGE> 7
NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,, 1999 1998
- --------------------------------------------------------------------------------------------------------------------
(Restated)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(411,275) $(2,033,299)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Compensation expense relating to the issuance of stock and
stock options 183,750 1,399,220
Stock issued for services 100,000 -
Forgiveness of subscription receivable - 329,996
Depreciation and amortization 174,942 26,981
Amortization of deferred loan costs 41,773 -
Amortization of discount on notes payable 34,406 -
Provision for doubtful accounts 19,994 -
(INCREASE) DECREASE IN ASSETS
Accounts receivable (289,973) 24,524
Inventories 50,897
Prepaids and other current assets (11,459) (6,014)
Commissions receivable - (11,001)
INCREASE (DECREASE) IN LIABILITIES
Accounts payable (39,887) 34,183
Accrued expenses (34,796)
Wages payable (16,136) 248,480
Deferred revenue 61,219 -
Deferred rent 3,476 -
Accrued interest payable - 99
- --------------------------------------------------------------------------------------------------------------------
CASH USED IN (PROVIDED BY) OPERATING ACTIVITIES (123,069) 13,169
- --------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Cash paid for acquisition of United, net of cash acquired (178,159) -
Acquisition of property and equipment (29,285) (47,628)
Deferred acquisition costs - (39,233)
- --------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (207,444) (86,861)
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Checks issued against future deposits (28,919) (23,048)
Issuance of notes receivable - (275,500)
Issuance of preferred stock and warrants 339,955
Proceeds from notes payable - 60,000
Net proceeds of loans from shareholders - 61,299
Proceeds from issuance of common stock 571,463 -
Capital contribution 100,000 -
Net advances from related parties (10,989) -
Payments of capital lease obligation (16,192) -
Repayment of long term debt (175,947) (25,449)
Repayment of employee note payable - (63,276)
- --------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 439,416 73,981
- --------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH 108,903 289
CASH, beginning of period 326 -
- --------------------------------------------------------------------------------------------------------------------
CASH, end of period $109,229 $ 289
====================================================================================================================
</TABLE>
5
<PAGE> 8
NEXT GENERATION MEDIA CORPORATION
SUMMARY OF ACCOUNTING POLICIES
<TABLE>
<S> <C>
BUSINESS DESCRIPTION The Company operates a newspaper publishing business distributing free
newspapers, supported by local advertising throughout New Jersey. The
Company also is engaged in the cooperative direct mail marketing business.
BASIS OF The consolidated financial statements include the statements of Next
PRESENTATION Generation Media Corporation (the "Company") and its wholly owned
subsidiaries Independent News, Inc. ("INI") and United Marketing Solutions,
Inc. (United). All significant intercompany transactions have been
eliminated.
INTERIM FINANCIAL In the opinion of management, the interim financial information as of June
INFORMATION 30, 1999 and for the six months ended June 30, 1999 and 1998 contains all
adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the results for such periods. Results for interim
periods are not necessarily indicative of results to be expected for an
entire year.
LOSS PER COMMON SHARE Loss per share has been computed using the weighted average number of shares
outstanding. The outstanding stock options were not considered in the
computation because their inclusion would have been anti-dilutive.
USE OF ESTIMATES The preparation of financial statements in conformity with generally
IN THE PREPARATION accepted accounting principles requires management to make estimates and
OF FINANCIAL assumptions that affect the reported amounts of assets and liabilities and
STATEMENTS 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.
RISKS AND The local newspaper publishing industry and direct mailing industry are
UNCERTAINTIES highly competitive. Revenue generally fluctuates based on local economic
conditions. In recent years the local publishing industry has experienced
consolidation of smaller newspaper businesses into larger, better
capitalized companies. These larger newspaper publishing companies attempt
to increase market share by reducing advertising rates which, if successful,
would have an adverse impact on the Company.
RECLASSIFICATIONS Certain prior period amounts have been reclassified to conform to the
current period presentation.
</TABLE>
6
<PAGE> 9
NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
1. ACQUISITION OF On April 1, 1999, the Company acquired all of the outstanding common stock
UNITED MARKETING of United for $336,665 in cash and the assumption of debt totaling
SOLUTIONS, INC. $912,702. United is engaged in the cooperative direct mail marketing
business. The acquisition was accounted for as a purchase. Net assets were
recorded at fair value and the Company recorded goodwill of $1,071,241
related to the acquisition. The financial statements include the operations
of United subsequent to the acquisition date.
The following unaudited pro forma summary presents the consolidated results
of operations as if the acquisition had been completed on January 1, 1998.
These results do not necessarily reflect what would have occurred had the
acquisition actually been made as of such dates and is not necessarily
indicative of results which may be obtained in the future.
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30, 1999 1998
-------------------------------------------------------------------------------
<S> <C> <C>
Revenues $ 5,314,679 $ 4,758,724
Net loss (422,694) (1,934,207)
Net loss applicable to common
shareholders (700,611) (2,046,603)
Basic and diluted loss
per share attributable to common
shareholders (.18) (.65)
================================================================================
</TABLE>
<TABLE>
<S> <C>
2. RESTATEMENT As a result of the audit of the financial statements for the year ended
December 31, 1998, the Company made several adjustments to amounts initially
recorded in the second quarter of 1998. Firstly, during the second quarter
of 1998, the Company did not record compensation expense relating to the
issuance of stock and stock options as it believed that the exercise price
was equivalent to the fair value at the issuance date. During December 1998,
the Company issued common stock to various individual investors at $2 per
share. Based on this issuance, the company retroactively determined that the
market value of the stock options was $2 and recorded compensation expense
of $1,399,220. Secondly, during the second quarter of 1998, the Company
initially recorded an extraordinary loss of $1,034,000 in relation to the
write-off of a receivable from Unico, the parent company of United.
Subsequent to that date, it was determined that the amount should be
considered a deferred acquisition cost. Thirdly, during the second quarter
of 1998, general and administrative expenses for the three months ended June
30, 1998 was understated by $317,132 in error. Fourthly, accrued dividends
and deemed dividends relating to preferred stock were not originally
reported.
</TABLE>
7
<PAGE> 10
NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
The following table summarizes the effect of the restatement on net loss and
loss per share:
</TABLE>
<TABLE>
<CAPTION>
Six months Three months
June 30, 1998 June 30, 1998
-------------------------------------------------------------------------------
<S> <C> <C>
Loss as originally reported $(1,330,114) $(1,668,079)
Compensation expense relating to the
the issuance of stock and stock
options (1,399,220) (1,399,220)
Reclassification of extraordinary loss
to deferred acquisition cost 1,034,000 1,034,000
Correction of an error (317,132) -
-------------------------------------------------------------------------------
Restated net loss (2,012,466) (2,033,299)
Preferred stock dividends (26,980) (26,980)
Preferred stock deemed dividends (85,416) (85,416)
-------------------------------------------------------------------------------
Loss applicable to common shareholders $(2,124,862) $(2,145,695)
Loss per share
As originally reported $(.41) $(.53)
Restated $(.66) $(.68)
===============================================================================
</TABLE>
<TABLE>
<S> <C>
3. COMMON STOCK During March 1999, the Company issued 64,000 shares of common stock through
a private placement to various individual investors at $2 per share. Net
proceeds from the private placement after deductions for both cash and
non-cash issuance expenses, amounted to $52,933. The Company deferred
expenses of $139,200 related to one on these private stock offerings which
was in progress at March 31, 1999.
During April and May 1999, the Company issued 267,500 shares of common
stock through a private placement to various individual investors at $2 per
share. Net proceeds from the private placement after deductions for both
cash and non-cash issuance expenses, amounted to $330,010.
In April 1999, the Company issued 200,000 shares of common stock in
exchange for consulting services to be rendered over a one year period. The
common stock was valued at $2 based on private sales to unrelated
investors. An amount of $300,000 of deferred consulting fees was recorded
at June 30, 1999 relating to this issuance.
During April 1999, a majority shareholder contributed $100,000 to
additional paid in capital.
</TABLE>
8
<PAGE> 11
NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
3. COMMON STOCK, During June 1999, the Company issued 122,500 options to employees and
CONTINUED directors to purchase common stock at a price of $.50 per share. These
options were immediately vested. In addition, 92,500 options were issued to
purchase common stock at a price of $.50 per share which vest over a two
year period. The market value of the stock was determined to be $2 based on
private sales to unrelated investors. The Company recorded compensation
expense of $183,500 in relation to the vested options and will record
future compensation expense for the remaining options over the vesting
period.
4. SEGMENT The Company has two reportable segments for the six months ended June 30,
INFORMATION 1999: INI and United. United was acquired on April 1, 1999. Each entity is
a wholly-owned subsidiary, with different management teams and different
products and services. INI operates a newspaper publishing business and
United operates a direct mail marketing business. The accounting policies
of the reportable segments are the same as those set forth in the Summary of
Accounting Policies. Summarized financial information concerning the
Company's reporting segments for the six months ended June 30, 1999 is
presented below. The Company has no sales outside the United States. The
Company operated in one segment for the six months ended June 30, 1998.
</TABLE>
<TABLE>
<CAPTION>
Six months ended
June 30, 1999 United INI Parent Eliminations Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $2,327,092 $1,030,946 $ - $ - $3,358,038
Segment profit
(loss) 130,408 (6,731) (534,952) - (411,275)
Total assets $2,419,994 $ 439,697 $2,626,296 $(1,197,814) $4,288,173
</TABLE>
9
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Total revenues increased 447%, to $2,909,915 in the quarter ended June
30, 1999 from $531,681 during the second quarter of 1998. Total revenues
increased 247%, to $3,358,038 in the six month period ended June 30, 1999 from
$966,577 in the same period of 1998. These increases were due to the
acquisition of United Marketing Solutions, Inc. ("United") by the issuer. Total
revenue increased 11.7%, to $5,314,679 for the period ended June 30, 1999 from
$4,758,724 on a pro forma basis for the same period in 1998. This increase was
due primarily to a general increase in business activity at United.
Total operating expenses increased 24.4%, to $3,171,141 in the quarter
ended June 30, 1999 from $2,549,311 during the second quarter of 1998. Printing
costs, postage and delivery, other production costs, selling expenses, and
depreciation and amortization, which aggregate to $2,276,280, increased 575%,
from $336,980 in the comparable 1998 period. General and administrative
expenses increased 33.8%, to $646,262 from $483,115 in the quarter ended June
30 of 1998. Total operating expenses increased 21.3% to $3,650,375 in the
six-month period ended June 30, 1999 from $3,010,102 in the same period of
1998. Printing costs, postage and delivery, other production costs, selling
expenses, and depreciation and amortization, which aggregate to $2,596,868,
increased 307%, from $637,009 in the comparable 1998 period. General and
administrative expenses increased 25%, to $804,908 from $643,877 in the period
ended June 30 of 1998. These increases are comparable to the increase in
revenue and are a result of the acquisition of United offset by a reduction in
compensation expense relating to the issuance of stock options. Total expenses
decreased 14.3%, to $5,737,373 for the period ended June 30,1999 from
$6,692,931 on a pro forma basis for the same period in 1998. This decrease is
primarily attributed to a decrease in compensation expense related to the
issuance of stock options and forgiveness of stock subscription receivable.
Interest expense increased to $63,691 in the quarter ended June 30,
1999 from $3,815 in the quarter ended June 30, 1998. Interest expense increased
to $119,538 in the six-month period ended June 30, 1999 from $3,914 in the
comparable 1998 period.
10
<PAGE> 13
This increase is due to borrowings incurred during calendar year 1998.
The Company's principal sources of liquidity are proceeds from the
issuance of common stock. In the second quarter of 1999, the Company realized
proceeds of $330,010, after deductions of cash and non-cash issuance expenses,
on the sale of 267,500 shares of common stock at a per share price of $2.00.
Cash used by operating activities was $123,069 for the period ended
June 30, 1999 compared to cash provided by operating activities of $13,169 for
the period ended June 30, 1998. This change was primarily due to the net loss
of $411,275, the expense related to stock issued for services, and an increase
in accounts receivable, offset by a reduction in compensation expense relating
to the issuance of stock and stock options, depreciation and amortization, and
non-cash charges relating to amortization of deferred loan costs and discounts
on notes payable.
Cash used in investing activities was $207,444 for the period ended
June 30, 1999, compared to $86,681 for the period ended June 30, 1998, as the
Company used $178,159 in cash to acquire United, and acquired property and
equipment of $29,825.
Cash provided by financing activities was $439,416 for the period
ended June 30, 1999, compared to $73,981 for the period ended June 30, 1998.
This increase was primarily due to the proceeds received from the issuance of
common stock offset by payment of long-term debt.
The Company had a net loss per share, on a basic and diluted basis,
during the first fiscal half of 1998 of $.68. During the period covered by this
report, the Company had a net loss per share of $.18 on both a basic and
diluted basis.
The issuer has assessed both the cost of addressing and the costs of
consequences of incomplete or untimely resolution of the Year 2000 issue. The
issuer has reviewed its internal systems and has upgraded and replaced such
systems with applications, in the normal course of business, that are Year 2000
compliant. To date, the costs of such upgrades have been minimal. The issuer is
currently surveying its critical vendors concerning their year 2000 compliance.
The issuer utilizes off the shelf software and uses no
internally developed software in the operation of its business. The software
embedded in the issuer's products is not date sensitive and as such is not
subject to the Year 2000 issue. Accordingly, the issuer has determined that its
estimated costs related to the Year 2000 issue are not anticipated to be
material to the issuer's business, operations or financial condition. The
issuer is currently developing a contingency plan to be utilized in the event
that its management information systems fail due to a Year 2000 related issue.
The Company has no unused capital resources.
11
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended June 30, 1999, the Company issued
267,500 shares of common stock through a private placement to various
accredited investors at a price of $2.00 per share. The securities were sold
pursuant to an exemption from registration pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended. Net
proceeds from the private placement after deductions for both cash and non-cash
issuance expenses, amounted to $330,010. Proceeds were used for operating
activities of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------
<S> <C> <C>
3.1 Articles of Incorporation (under the name Micro Incorporated by reference in the filing of
Tech Industries Inc.) the Company's annual report on Form 10-KSB
filed on April 15, 1998.
3.2 Amendment to the Articles of Incorporation Incorporated by reference in the filing of
the Company's quarterly report on Form 10-Q
filed on May 15, 1997.
3.3 Amended and Restated Bylaws of the Company Incorporated by reference in the filing of
the Company's annual report on Form 10-KSB
filed on November 12, 1999.
24.1 Power of Attorney Included on the signature page hereto.
27.1 Financial Data Schedule Included herein.
</TABLE>
(b) Reports on Form 8-K:
None filed during the reporting period.
12
<PAGE> 15
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
on its behalf by the undersigned thereunto duly authorized.
NEXT GENERATION MEDIA CORP.
Date: November 24, 1999 By: /s/ Gerard R. Bernier
-------------------------
Gerard R. Bernier, President
and Director (principal
executive officer)
Date: November 24, 1999 By: *
-------------------------
Kenneth Brochin, Secretary,
Treasurer and Director
Date: November 24, 1999 By: *
-------------------------
Leon Zajdel, Director
Date: November 24, 1999 By: *
-------------------------
Peter Collins, Director
Date: November 24, 1999 By: *
-------------------------
Steve Kronzek, Director
Date: November 24, 1999 By: *
-------------------------
Frank A. Miller, Chief
Financial Officer
Date: November 24, 1999 By: * /s/ Gerard S. Bernier
-------------------------
Gerard R. Bernier, Attorney-
in-fact
13
<PAGE> 16
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Gerard R. Bernier his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
this periodic report on Form 10-QSB, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
In accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Kenneth Brochin Secretary, Treasurer 11/24/99
- ------------------- and Director
Kenneth Brochin
/s/ Leon Zajdel Director 11/24/99
- -------------------
Leon Zajdel
/s/ Peter Collins Director 11/24/99
- -------------------
Peter Collins
/s/ Steve Kronzek Director 11/24/99
- -------------------
Steve Kronzek
/s/ Frank A. Miller Chief Financial Officer 11/24/99
- -------------------
Frank A. Miller
14
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
24.1 Power of Attorney
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 841,244
<ALLOWANCES> 159,279
<INVENTORY> 132,826
<CURRENT-ASSETS> 1,264,692
<PP&E> 1,985,747
<DEPRECIATION> 152,302
<TOTAL-ASSETS> 4,288,173
<CURRENT-LIABILITIES> 2,121,708
<BONDS> 0
350,000
863,542
<COMMON> 41,606
<OTHER-SE> 272,972
<TOTAL-LIABILITY-AND-EQUITY> 4,288,173
<SALES> 2,622,229
<TOTAL-REVENUES> 2,909,915
<CGS> 2,126,216
<TOTAL-COSTS> 3,171,141
<OTHER-EXPENSES> 63,391
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63,691
<INCOME-PRETAX> (324,617)
<INCOME-TAX> 0
<INCOME-CONTINUING> (324,617)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (324,617)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
