NEXT GENERATION MEDIA CORP
10QSB, 2000-10-06
ELECTRONIC COMPONENTS & ACCESSORIES
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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, 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     2-74785-B

Next Generation Media Corp.


(Exact name of registrant as specified in its charter)
     
Nevada 88-0169543


(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
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  

      The total number of issued and outstanding shares of the registrant's common stock, par value $0.01, as of September 26, 2000 was 6,206,897.


Item1. Financial Statements

NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS

                   
June 30, December 31,
2000 1999


Current assets:
Cash and cash equivalents $ 181,941 $ 263,517
Accounts receivable, less
   allowance for doubtful accounts
554,361 546,421
Inventories 46,122 107,094
Deferred charges 37,032 184,844
Note and trade receivable 200,000 0
Prepaid expenses and other
   current assets
294,275 68,177


Total current assets 1,313,731 1,170,053
Property and equipment, net 1,147,613 1,431,632
Intangibles, net of accumulated amortization 1,199,410 934,447
Deposits 8,105 8,105


Total assets $ 3,668,859 $ 3,544,237



NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' DEFICIT

                   
June 30, December 31,
2000 1999


Current liabilities:
Notes payable, current portion $ 955,203 $ 714,632
Current obligations under
   capital leases
0 19,427
Accounts payable 474,637 753,609
Accrued expenses 351,698 532,358
Wages payable 108,338 252,885
Due to related parties 0 143,466
Deferred revenue 2,120 95,941


   Total current liabilities 1,891,996 2,512,318
Notes payable, long term portion 0 5,501
Deferred rent 0 57,674
Accrued dividends 0 255,319


   Total liabilities 1,891,996 2,830,812
Redeemable preferred stock Series A,
   par value $0.01, redemption value
   $6.00 per share, 500,000 shares
   authorized, 2,635 and 250,000
   shares issued and outstanding
10,540 944,792
Redeemable preferred stock Series B,
   par value $0.01, redemption value
   $5.00 per share, 500,000 shares
   authorized, 0 shares issued and outstanding
0 325,000
Stockholders' deficit:
Common stock, $0.01 par value,
   50,000,000 authorized, 6,206,897
   and 4,416,818 issued and
   outstanding
62,069 44,166
Additional paid in capital 6,954,629 5,181,562
Accumulated deficit (5,250,375 ) (5,782,095 )


   Total stockholders' deficit 1,776,863 (556,367 )


   Total liabilities and
      stockholders' deficit
$ 3,668,859 $ 3,544,237


 


NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATION

                                   
For the Three Months Ended For the Six Months Ended


June 30, June 30, June 30, June 30,
2000 1999 2000 1999




Revenues:
Coupon sales $ 2,168,317 $ 2,039,406 $ 4,027,461 $ 2,039,406
Franchise fees 0 48,500 0 48,500
Other revenue 0 239,186 0 239,186
Advertising revenues 551,090 505,271 945,431 873,707
Classified revenues 67,016 59,247 119,512 110,929
Commission income 0 18,305 4,325 46,310




       Total revenues 2,786,423 2,909,915 5,096,729 3,358,038




Operating expenses:
Printing costs 1,049,367 1,022,379 1,946,249 1,103,631
Postage and delivery 841,647 838,299 1,490,277 959,085
Other production costs 88,838 191,615 168,380 236,556
Selling expenses 128,673 73,923 300,462 122,654
General and
    administrative
    expenses
605,550 646,262 1,121,359 988,658
Depreciation and
   amortization
159,172 150,064 326,834 174,942
Franchise sales
   and development
80,695 64,849 128,674 64,849
Compensation expense
   relating to the
   issuance of stock
    options
0 183,750 0 0




      Total operating
         expenses
2,953,942 3,171,141 5,482,235 3,650,375




Income from operations (167,519 ) (261,226 ) (385,506 ) (292,337 )
Other income (expense):
Other income 0 300 0 600
Interest expense (4,830 ) (63,691 ) (18,510 ) (119,538 )
Gain on sale of
   subsidiary
1,047,820 0 1,047,820 0




      Total other
         income (expense)
1,042,990 (63,391 ) 1,029,310 (118,938 )




Income before income
   tax expense
875,471 (324,617 ) 643,804 (411,275 )
Preferred stock
   dividends
(18,542 ) (40,000 ) (57,917 ) (80,000 )
Preferred stock
   deemed
   dividends
(13,542 ) (69,792 ) (54,167 ) (197,917 )




Gain (loss)
   applicable to
   common
   shareholders
$ 843,387 $ (434,409 ) $ 531,720 $ (689,192 )




Basic earnings per
   common share
$ 0.18 $ (0.11 ) $ 0.10 $ (0.18 )
Fully diluted
   earnings per
   share
$ 0.14 $ (0.11 ) $ 0.08 $ (0.18 )
Weighted average
   common shares
    outstanding
4,666,857 4,136,093 5,235,716 3,895,067

 


NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED

                     
June 30, June 30,
2000 1999


Operating activities:
Net income (loss) $ 643,804 $ (1,616,601 )
Adjustments to reconcile net loss
   to net cash used in operating
   activities:
Compensation expense relating to
   the issuance of stock
   and stock options
0 337,656
Stock issued for services 4,500 390,000
Forgiveness of stock
   subscription receivable
0 485,755
Depreciation and amortization 326,834 21,848
Provision for doubtful accounts 0 66,423
Amortization of deferred
   loan costs
0 55,352
(Increase) decrease in assets:
Accounts receivable (7,940 ) (204,066 )
Inventories 60,972 75,456
Prepaids and other current
   assets
(226,098 ) (5,323 )
Deferred expenses 147,812 0
Note receivables (200,000 ) 0
Increase (decrease) in liabilities:
Accounts payable (278,972 ) (3,043 )
Accrued expenses (253,768 ) 233,591
Wages payable (144,547 ) 8,269
Deferred revenue (93,821 ) 80,154
Deferred rent (57,674 ) 57,674


Cash used in operating activities (78,898 ) (16,855 )


Investing activities:
Cash paid for acquisition of
   United, less cash acquired
0 (178,084 )
Acquisition of property and
   equipment, net of disposals
(65,543 ) (45,158 )
Due to related parties (143,446 ) 13,896


Cash used in investing activities (373,321 ) (209,346 )


Financing activities:
Checks issued against future
   deposits
0 (28,919 )
Net proceeds from issuance of
   common stock
15,000 837,094
Redemption of Preferred Series A 0 (25,000 )
Payments of capital lease
   obligations
(19,427 ) (40,337 )
Repayment of notes payable 235,070 (253,446 )
Exercise of options 40,000 0
Stock issued for asset purchases 425,000 0
Cancellation of Preferred Series B (325,000 ) 0


Cash provided by financing
   activities
370,643 489,392


Increase (decrease) in cash (81,576 ) 263,191
Cash and cash equivalents,
   beginning of period
263,517 326


Cash and cash equivalents,
   end of period
$ 181,941 $ 263,517


Supplemental disclosures:
Redemption of Preferred Series A $ 944,792
Stock issued in payment of
   indebtedness
77,923
Stock issued in payment of
   preferred dividend
294,295

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

1.         General

        The accompanying unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The interim condensed consolidated financial statements include the consolidated accounts of Next Generation Media Corporation and its majority owned subsidiaries (collectively, the Company). In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented have been made. The preparation of the financial statements includes estimates that are used when accounting for revenues, allowance for uncollectible receivables, telecommunications expense, depreciation and amortization and certain accruals. Actual results could differ from those estimates. The results of operations for the six months ended June 30, 2000, are not necessarily indicative of the results to be expected for the full year. Some information and footnote disclosures normally included in financial statements or notes thereto prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations. The Company believes, however, that its disclosures are adequate to make the information presented not misleading. You should read these interim condensed consolidated financial statements in conjunction with the consolidated financial statements and notes thereto included in the Company's 1999 Annual Report on Form 10-KSB40.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

1.         General (continued)

        Intangibles. The Company has recorded goodwill based on the difference between the cost and the fair value of certain purchased assets and it is being amortized on a straight-line basis over the estimated period of benefit, which ranges from five (5) to ten (10) years. The Company periodically evaluates the goodwill for possible impairment. The analysis consists of a comparison of future projected cash flows to the carrying value of the goodwill. Any excess goodwill would be written off due to impairment. In addition, the Company has a covenant not to complete which is being amortized over five (5) years.

        Impairment of Long-Lived Assets. The Company reviews the carrying values of its long-lived assets for possible impairment on a periodic basis and whenever events or changes in circumstances indicate that the carrying amount of the assets should be addressed. The Company believes that no permanent impairment in the carrying value of long-lived assets exist at June 30, 2000.

        Revenue Recognition. The Company recognizes revenue from the design production and printing of coupons upon delivery. Revenue from initial franchise fees are recognized when substantially all services or conditions relating to the sale have been substantially performed. Franchise support and other fees are recognized when billed to the franchisee. Amounts billed or collected in advance of final delivery or shipment are reported as deferred revenue. Revenue from newspaper advertising is recognized upon publication.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

1.         General (continued)

        Comprehensive Income. The Company has adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Comprehensive income as defined includes all changes to equity except that resulting from investments by owners and distributions to owners. The company has no item of comprehensive income to report.

        Earnings Per Share. The Company calculates its earnings per share pursuant to Statement of Financial Accounting Standards No. 128, Earnings Per Share (ASFAS No. 128"). Under SFAS No. 128, basic earnings per share is computed by dividing reported earnings available to common stockholders by weighted average shares outstanding. Diluted earnings per share reflects the potential dilution assuming the issuance of common shares for all potential dilutive common shares outstanding during the period. The Company had 1,225,167 options and outstanding at June 30, 2000 to purchase common stock.

        As of June 30, 2000, the Company had several financial instruments or obligations that could create future dilution to the Company's common shareholders and are not currently classified as outstanding common shares of the Company. The following table details such instruments and obligations and the common stock comparative for each. The common stock number is based on specific conversion or issuance assumptions pursuant to the corresponding terms of each individual instrument or obligation.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

2.         General (continued)

         
Instrument or Obligation Common Stock


Stock options outstanding as of March 31,
2000 with a weighted average exercise price
per share of $0.86
1,225,167
Series A Redeemable Preferred Stock,
250,000 shares outstanding and accrued
dividends as of March 31, 2000 with a
redemption value $6.00 per share
8,550

Total 1,233,717

        Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 Uncertainties. The Company operates in environments where intense competition exists from other companies. This competition, along with increases in the price of paper and printing costs, can impact the Company's pricing and profitability.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

3.         General (continued)

        New Accounting Pronouncements. In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The new standard requires that all companies record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Management is currently assessing the impact of SFAS No. 133 on the consolidated financial statements of the Company. The Company will adopt this accounting standard, as amended, on January 1, 2001, as required.

        In December, 1999, the Securities and Exchange Commission (ASEC@) issued Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements (ASAB 101"), which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. SAB 101 is effective in the quarter ended December 31, 2000, and requires companies to report any changes in revenue recognition as a cumulative effect of a change in accounting principle at the time of implementation in accordance with Accounting Principles Board Opinion No. 20, Accounting Changes. The Company is currently assessing the impact of SAB 101 on its financial position and results of operations.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

4.         General (continued)

        Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation.

5.         Purchase of United Marketing Solutions, Inc.

        On April 1, 1999, the Company acquired all of the outstanding common stock of United for cash of $336,665 and assumption of debt. In addition, the Company accounted for certain debt forgiveness to UNICO, the former parent of United, as additional consideration and, accordingly, such amounts increased the goodwill related to the acquisition by $1,295,204. 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 $912,259 related to the acquisition. The financial statements include the operations of United subsequent to the acquisition date.

3.         Investment in UNICO

        In May, 1998, the Company purchased 359,931 shares of common stock (approximately a six percent (6%) ownership interest) of UNICO, Inc., an unrelated third party. The Company accounted for this investment using the cost method in accordance with generally accepted accounting principles. In April, 1999, this investment was sold in conjunction with the acquisition of United (Note 2).

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

4.         Sale of Independent News, Inc.

        On June 30, 2000, the Company sold its entire interest in Independent News, Inc. (INI) in exchange for a promissory note, assumption of indebtedness and cancellation of remaining outstanding Series B Preferred Stock for a total sales price of $1,057,00.

5.         Redeemable Preferred Stock Series A

        On May 7, 1998, the Company executed an agreement with the holders of certain subordinated debentures of UNICO, Inc. to purchase these debentures, with an outstanding balance of $1,034,000, in exchange for Callable Cumulative Convertible Preferred Stock, (the Series A Preferred Stock), par value $0.01. The Series A Preferred Stock is callable at the option of the holder five (5) years from the date of issuance at $6.00 per share. The fair market value of the preferred stock was determined to be $2.75 per share based on an independent appraisal. Accordingly, the Company recorded the Series A Preferred Stock at $687,500.

        The Company will record a deemed dividend to increase the carrying value of the preferred stock to the redemption value of $1,500,000 over the period from the date of issuance to the redemption period from the date of issuance to the redemption due.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

5.         Redeemable Preferred Stock Series A (continued)

        The shares have a conversion price which is the lesser of $4.50 and 110% of the price of the common stock in a public or private offering. The shares have a $5.00 per share preference on liquidation or dissolution of the Company.

        The Series A Preferred Stock pays a dividend of $0.30 per share per annum for the first six (6) months and $0.50 per annum thereafter and are not payable until eighteen (18) months following the date of issue. Accrued dividends amounted to $198,459 and $73,459 at December 31, 1999 and 1998.

        Each one and one-half (1-1/2) shares of the Company's Series A Preferred Stock was accompanied by one stock purchase warrant (subject to adjustment) which entitles the holder to purchase one (1) share of the Company's common stock for $0.16, valid for five (5) years from May 7, 1998. Based on private sales of common stock to unrelated investors, the fair market value of each warrant was determined to be $2.00. Accordingly, the Company recorded additional paid in capital related to these warrants of $306,667.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

5.         Redeemable Preferred Stock Series A (continued)

        Effective May 8, 1998, the Company canceled UNICO's obligation to the Company arising from its assumption of UNICO's subordinated debt. The assumption of UNICO's subordinated debt was required to complete the acquisition of United (Note 2). Therefore, the total of cash paid and the value assigned to the preferred stock and warrants of $1,094,167 had been recorded as a deferred acquisition cost at December 31, 1998 and was included in the cost of the acquisition in 1999 (see Note 2).

        On May 1, 2000, all but 2,635 shares of the Series A Preferred Stock were converted to 661,404 shares of common stock.

6.         Redeemable Preferred Stock Series B

        In May, 1998, the Company issued 70,000 shares of Redeemable Cumulative Convertible Preferred Stock, (the Series B Preferred Stock) par value $0.01 with a redemption price of $5.00 per share. The original agreement was amended and restated in December, 1998. Under the restated agreement, the holder can redeem the Series B Preferred Stock, after May 4, 1999. The Company also issued 250,000 warrants for the purchase of one (1) share of common stock at an exercise price of $0.16 per warrant, valid for five (5) years from May, 1998. Gross proceeds from the original issuance, net of expenses, were $339,955. In conjunction with amending the original agreement, the Company sold 1,800,000 shares of common stock

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

6.         Redeemable Preferred Stock Series B (continued)

  of UNICO, Inc. to the preferred stockholder for one dollar ($1.00). The fair market value at the date of the transaction of these shares was determined to be $170,000. This amount has been recorded as an additional reduction of the Series B Preferred Stock. Thus, adjusted net proceeds are $169,955.

        Based on private sales of common stock to unrelated investors at $2.00, the fair market value of the warrants was determined to be in excess of the net proceeds and, therefore, the entire net proceeds have been allocated to the warrants.

        The Company will record a deemed dividend to increase the carrying value of the preferred stock to the redemption value of $350,000 over the period from the date of issuance to the redemption date.

        The Series B Preferred Stock has a conversion price which is the lesser of $4.50 and 110% of the price of the common stock in a public or private offering. The shares have a $5.00 per share preference on liquidation or dissolution of the Company.

        The Series B Preferred Stock pays a dividend of $0.50 per annum which is only payable upon redemption of the Series B Preferred Stock.

        During the six months ended June 30, 2000, all outstanding shares of Series B Preferred Stock were canceled as part of the consideration received in the sale of INI.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

7.         Common Stock

        On June 13, 2000, the Company issued 31,169 shares of common stock valued at $77,923 in full payment of a related party note payable.

        On May 1, 2000, certain shareholders of the Company entered into a stock purchase agreement whereby they exchanged common and preferred stock and options to purchase common stock representing approximately fifty two percent (52%) of the Company's fully diluted common shares for common shares and, in certain instances, options to purchase common shares of The BigHub.com, Inc. As part of this transaction, the Company obtained a loan from The BigHub.com, Inc. in the amount of $500,000 which was used in part to liquidate certain trade payables and accrued liabilities.

        Also, on May 1, 2000, the Company issued 756,992 to redeem all outstanding Series A Preferred Stock plus all accrued and unpaid dividends.

        From March to May, 1999, the Company issued 331,500 shares of common stock through a private placement to various individual invests at $2.00 per share. Net proceeds from the private placement after deductions for both cash and non-cash issuance expenses, amounted to $385,943.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

8.         Common Stock (continued)

        In April, 1999, the Company issued 200,000 shares of common stock in exchange for consulting services to be rendered over a one (1) year period. The common stock was valued at $2.00 based on private sales to unrelated investors.

        During April, 1999, a majority shareholder contributed $100,000 to additional paid in capital in exchange for 1,000 shares of stock or $1.00 per share. The market value was determined to be $2.00 based on private sales to unrelated investors. The Company recorded compensation expense of $100,000.

        During June, 1999, the Company issued 122,500 options to employees and directors to purchase common stock at a price of $0.50 per share. These options vested immediately. In addition, 92,500 options were issued to purchase common stock at a price of $0.50 per share which vest over a two (2) year period. The market value of the stock was determined to be $2.00 based on private sales to unrelated investors. The Company recorded compensation expense of $183,750 in relation to the vested options and deferred the remaining $138,750 for unvested options, which will be recorded as compensation expense over the vesting period.

 


NEXT GENERATION MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS

8.         Segment Information

        The Company has two reportable segments for the six months ended June 30, 2000: United and INI. 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 and 2000 is presented below.

                                 
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999


United INI United INI




Revenue $ 2,168,317 $ 618,106 $ 2,327,092 $ 1,030,946
Segment profit (loss) (31,422 ) 81,420 130,408 (6,731 )
Total assets 1,960,266 0 2,419,994 439,697


Item 2. Management’s Discussion and Analysis or Plan of Operation.

      Total revenue decreased 4.2%, to $2,786,423 in the quarter ended June 30, 2000 from $2,909,915 in the second quarter of 1999. This decrease was due primarily to a decrease in coupon sales and franchise fees. Total revenues increased 51.8%, to $5,096,729 in the six month period ended June 30, 2000 from $3,358,038 in the same period of 1999. This increase was due mainly to the acquisition of United Marketing Solutions, Inc. (“United”) by the issuer in April of 1999. Total revenue decreased 4.1% to $5,096,729 for the period ended June 30, 2000 from $5,314,679 on a pro forma basis for the same period in 1999.

      Total operating expenses decreased 6.8% to $2,953,942 in the quarter ended June 30, 2000 from $3,171,141 in the second quarter of 1999. Printing costs, postage, and delivery, other production costs, selling expenses, and depreciation and amortization, which aggregate to $2,348,392 decreased 7.0%, from $2,524,879 in the comparable 1999 period. General and Administrative expenses decreased 6.3% to $605,550 from $646,262 in the second quarter of 1999. These decrease are due primarily to decreases in production expense and compensation expense related to the issuance of stock options. Total operating expenses increased 50.2% to $5,482,235 in the six-month period ended June 30, 2000 from $3,650,375 in the same period of 1999. Printing costs, postage, and delivery, other production costs, selling expenses, and depreciation and amortization, which aggregate to $4,360,876, increased 63.8%, from $2,661,717 in the period ended June 30, 1999. General and administrative expenses increased 13.4%, to $1,121,359 from $988,658 in the period ended June 30, 1999. These increases are comparable to the increase in revenue and are a result of the acquisition of United. Total operating expenses decreased 4.4%, to $5,482,235 for the period ended June 30, 2000 from $5,737,373 on a pro forma basis for the same period in 1999.

      Interest expense decreased to $4,830 in the second quarter of 2000 from $63,691 in the comparable 1999 period. Interest expense decreased to $18,510 in the six-month period ended June 30, 2000 from $119,538 in the comparable 1999 period. These decreases were due primarily to repayment of outstanding note payables from 1998.

 


      Cash used by operating activities was $78,898 for the period ended June 30, 2000 compared to $123,068 for the period ended June 30, 1999. This was primarily due to a decrease in accounts payable, wages payable, and accrued expenses offset by a net income of $643,804 and non-cash charges relating to depreciation and amortization.

      Cash used in investing activities was $373,321 for the period ended June 30, 2000, compared to $207,445 for the period ended June 30, 1999. This increase was primarily due to an increase in amounts due to related parties.

      Cash provided by financing activities was $370,643 for the period ended June 30, 2000, compared to cash provided in financing activities of $439,416 for the period ended June 30, 1999. This decrease was primarily due a decrease in the proceeds received from the issuance of common stock, repayments of notes payable and the use of common stock in the purchase of assets offset by the cancellation of the Preferred Series B shares.

      The Company had a net loss per share, on a basic and diluted basis, during the first half of 1999 of $.18. During the period covered by this report, the Company had a net gain per share of $.10 on a basic earnings basis and a gain of $.08 on a fully diluted earnings basis.

 


PART II – OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

      During the quarter ended June 30, 2000, the Company issued 250,000 shares of common stock pursuant to the exercise of warrants associated with the Preferred B series. Net proceeds from the exercise of warrants amounted to $40,000 in the form of a redemption of 8,000 Preferred B series shares. A total of 756,992 common shares of the Company were issued in conjunction with the conversion of Preferred A series shares and payment of accrued dividends. 31,169 common shares of the Company were issued in conjunction with the cancellation of $77,922.80 of notes payable and accrued interest. Proceeds were used for operating activities if the Company.

Item 6. Exhibits and Reports on Form 8-K.

      (a) Exhibits:

         
Exhibit Number Description Location



3.1 Articles of Incorporation (under the name Micro Tech Industries Inc.) Incorporated by reference in the filing of 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.

      (b) Reports on Form 8-K:

      The Company filed a Current Report on Form 8-K on May 18, 2000.

 


      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: October 4, 2000 By:                              *

             Frank Denny, Director
Date: October 4, 2000 By:                              *

             Chet Howard, Director
Date: October 4, 2000 By:                              *

                  Leon Zajdel, Director
Date: October 4, 2000 By:                              *

                Steve Kronzek, Director
Date: October 4, 2000 By: /s/ Frank A. Miller

   Frank A. Miller, Chief Financial Officer
Date: October 4, 2000 By: * /s/ Frank A. Miller

      Frank A. Miller, Attorney-in-fact

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Frank A. Miller 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/ Leon Zajdel Director 10/3/00

Leon Zajdel

/s/ Steve Kronzek Director 10/3/00

Steve Kronzek

/s/ Frank Denny Director 10/3/00

Frank Denny

/s/ Chet Howard Director 10/3/00

Chet Howard

 


EXHIBIT INDEX

Exhibit
Number           Description Page No.



24.1 Power of Attorney (included on the signature page)
27.1 Financial Data Schedule

 



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