U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 2-98074-NY
TRIDENT MEDIA GROUP, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751536
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6349 Palomar Oaks Court
Carlsbad, California 92009
(Address of Principal Executive Offices)
Issuer's Telephone Number: (760) 438-9080
International Fire Prevention, Inc.
9005 Cobble Canyon Lane
Sandy, Utah 84093
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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.
(1) Yes X No (2) Yes X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1997-$0
<PAGE>
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
December 31, 1997 - $47. There are approximately 47,198 shares of
common voting stock of the Registrant held by non-affiliates. Until the last
quarter of 1997, and since 1988, there has been no "public market" for shares
of common stock of the Registrant, so the Registrant has arbitrarily valued
these shares on the basis of par value per share or $0.001.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
March 23, 1998
5,000,152
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is
contained in Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No ___
PART I
Item 1. Description of Business.
Business Development.
On December 30, 1997, International Fire Prevention, Inc. (the
"Company") completed an Agreement and Plan of Merger (the "Plan") whereby
there was a change in control of the Company; the name of the Company was also
changed to "Trident Media Group, Inc." These matters were reported in a
filing to the Securities and Exchange Commission on an 8-K Current Report
dated January 6, 1998, (the "January 6, 1998 8-K"), which is incorporated
herein by reference.
Effective July 29, 1997, the Company approved a one for 21.643
reverse split of its outstanding voting securities, while retaining the
authorized capital and par value, and with appropriate adjustments in the
stated captial and captial surplus accounts of the Company. A copy of the
Certificate respecting this reverse split has been filed with the Securities
and Exchange Commission as an exhibit to the Company's 10-QSB Quarterly Report
for the quarter ended June 30, 1997, which is incorporated herein by
reference. All computations hereinafter take into account this reverse split.
The Company issued an aggregate total of 1,000,000 shares of its
common stock to its directors and executive officers in July, 1997, for
services rendered; these shares were cancelled under the Plan.
Other than these matters, there were no other material business
developments during 1997.
Business.
Other than as disclosed in the January 6, 1998 8-K, the Company has
not engaged in any material business operations since 1987. Its only
activities since that time have consisted of restoring and maintaining its
good standing in the State of Nevada and the very limited operations of IFP.
The Company has no material tangible property or assets. For further
information respecting the Company's business operations, see the January 6,
1998 8-K.
Item 2. Description of Property.
Except as disclosed in the January 6, 1998 8-K, the Company has no
property or assets; until then, its principal executive office address and
telephone number were the business office address and telephone number of
David C. Merrell, its former President, which are provided at no cost.
Item 3. Legal Proceedings.
Except as disclosed in the January 6, 1998 8-K, the Company is not
the subject of any pending legal proceedings; and to the knowledge of
management, no proceedings are presently contemplated against the Company by
any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two fiscal years; further, since the cessation of business
operations in 1988, no matter has been submitted to a vote of the Company's
security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
The Company had a "public market" for shares of common stock from
December 1985 through December 1986; these shares were quoted in the "Pink
Sheets" of the National Quotation Bureau, Inc. Until the last quarter of 1997,
there has been no "public market" for shares of its common stock since 1986.
In any event, no assurance can be given that any "established trading market"
for the Company's common stock will develop or be maintained. If one ever
develops in the future, the sale of "unregistered" and "restricted" shares of
common stock pursuant to Rule 144 of the Securities and Exchange Commission by
present or former members of management or others may have a substantial
adverse impact on any such public market.
Holders
The number of record holders of the Company's common stock as of
the years ended December 31, 1997 and 1996 was approximately 435; these
numbers do not include an indeterminate number of stockholders whose shares
may be held by brokers in street name. As of March 23, 1998, there were
approximately 177 registered stockholders pursuant to the Company's transfer
agent records.
Dividends
There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future. The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
Other than as disclosed in the January 6, 1998 8-K, the Company has
not engaged in any material business operations since 1987. Its only
activities since that time have consisted of restoring and maintaining its
good standing in the State of Nevada and the very limited operations of IFP.
The Company has no material tangible property or assets.
Results of Operations
The Company discontinued its active operations in 1988, and has
had no revenues since. On January 1, 1996, it recommenced its developmental
stage, and incurred a net loss in the amount of $2,665, for the year ended
December 31, 1996 and a net loss in the amount of $21,618 for the year ended
December 31, 1997.
Liquidity
The Company had no current assets for the period ended December 31,
1997, with $35,198 in current liabilities for the same period.
Item 7. Financial Statements.
For the periods ended December 31, 1997 and 1996
Independent Auditors' Report
Balance Sheets for December 31, 1997
and 1996
Statements of Operations for the years ending
December 31, 1997 and 1996
Statements of Stockholders' Equity (Deficit)
From December 31, 1994 through December 31, 1997
Statements of Cash Flows for the years ended
December 31, 1997 and 1996
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company during 1997, and to January 6, 1998, and the
period or periods during which each such director or executive officer served
in his or her respective positions. Information respecting current directors
and executive officers is contained in the January 6, 1998 8-K.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
Corie Merrell Director 9/96 1/98
Secretary/ 9/96 1/98
Treasurer
David C. Merrell Director 9/96 1/98
President 9/96 1/98
Term of Office
The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in December of each year. The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience
David C. Merrell, Director and President. Since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company that makes
and brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Corie Merrell, Director and Secretary/Treasurer. Since 1989, she
has been part owner of DCM Finance and is currently a part time student at
Westminster College majoring in Psychology.
Family Relationships
David C. Merrell and Corie Merrell are husband and wife.
Involvement in Certain Legal Proceedings
Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required to
make filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
Cash Compensation
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
[S] [C] [C] [C] [C] [C] [C] [C] [C]
David
Merrell, 12/31/96 0 0 0 0 0 0 0
President, 12/31/97 0 0 0 * 0 0 0
Director
Corie
Merrell 12/31/96 0 0 0 0 0 0 0
Secretary/ 12/31/97 0 0 0 * 0 0 0
Treasurer,
Director
*On July 29, 1997, the Company issued 1,000,000 "unregistered" and
"restricted" shares of common stock to directors and executive officers in
consideration of services rendered. Also, see Item 11 below. These shares
were cancelled under the Plan reported in the January 6, 1998 8-K.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ending December 31, 1997, 1996 or 1995, or the period ending on
the date of this Report. Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item. See the Summary
Compensation Table of this Item.
Compensation of Directors
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or
the previous two fiscal years for any service provided as director. See the
Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners.
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of December
31, 1996 and 1997; for current information in this respect, see the January 6,
1998 8-K:
Number and Percentage
of Shares Beneficially Owned
Name and Address 12/31/96 12/31/97
David C. Merrell 226,401* - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Corie Merrell 226,401* - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
TOTALS 462,044 - 90% 452,802 - 96%
On July 23, 1997, subject to a 1 for 21.643 reverse split of the
outstanding shares of the common stock of the Company, the Board of Directors
resolved to issue 500,000 "unregistered" and "restricted" shares of common
stock to each of the directors for services valued at $500. These shares were
cancelled pursuant to the Plan reported in the January 6, 1998 8-K.
Security Ownership of Management.
The following table sets forth the shareholdings of the Company's
directors and executive officers as of December 31, 1996 and 1997, and to
January 6, 1998:
Number and Percentage
of Shares Beneficially Owned
Name and Address 12/31/96 12/31/97
David C. Merrell 226,401 - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Corie Merrell 226,401 - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
TOTALS 452,802 - 90% 1,452,802 - 96%
As of August 12, 1997, the Company's directors and executive
officers as a group (3) beneficially owned a total of 1,452,802 shares of the
Company's common stock, or approximately 96% of the outstanding voting
securities of the Company. 1,000,000 of these shares were canceled under the
Plan reported in the January 6, 1998 8-K.
Changes in Control
Other than the January 6, 1998 8-K, to the knowledge of management,
there are no present arrangements or pledges of the Company's securities which
may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others.
Except as indicated under the heading "Business Development" of
Item 1 hereof and in Item 10 of this Report, there were no material
transactions, or series of similar transactions, during the Company's last
three fiscal years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.
Certain Business Relationships.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.
Indebtedness of Management.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.
Transactions with Promoters.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
None.
Exhibit
Exhibits* Number
(i)
Financial Data Schedule 27
(ii) Where Incorporated
In This Report
Current Report on Form 8-K filed on Part I **
January 6, 1998
Certificate of Amendment to the Articles
of Incorporation of International Fire
Prevention, Inc. changing the name to
"Trident Media Group"
Agreement and Plan of Merger
10QSB for the quarter ended June 30, Part I **
1997
Certificate respecting reverse split
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
SIGNATURES
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.
TRIDENT MEDIA GROUP, INC.
Date: as of 1/6/98 By/s/David C. Merrell
David C. Merrell
President and Director
Date: as of 1/6/98 By/s/Corie Merrell
Corie Merrell
Secretary/Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
TRIDENT MEDIA GROUP, INC.
Date: as of 1/6/98 By/s/David C. Merrell
David C. Merrell
President and Director
Date: as of 1/6/98 By
Corie Merrell
Secretary/Treasurer and Director
<PAGE>
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
Carlsbad, California
We have audited the accompanying balance sheet of Trident Media Group, Inc.
(Formerly International Fire Prevention, Inc.) [a development stage company]
at December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
1997 and 1996 and for the cumulative period from December 31, 1995 through
December 31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Trident Media Group, Inc.
(Formerly International Fire Prevention, Inc.) as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years ended
December 31, 1997 and 1996, and for the cumulative period from December 31,
1995 through December 31, 1997 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, as of December 31, 1997 the Company has no on-going operations,
has incurred substantial losses and has liabilities in excess of assets
resulting in a stockholders' deficit. These factors raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
/S/Pritchett, Siler & Hardy
March 16, 1998
<TABLE>
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
<CAPTION>
BALANCE SHEETS
ASSETS
December 31,
________________________
1997 1996
<S> <C> <C>
___________ ___________
CURRENT ASSETS:
Cash $ - $ -
___________ ___________
Total Current Assets - -
___________ ___________
$ - $ -
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 27,873 $ 11,650
Payable to related parties 7,325 1,930
___________ ___________
Total Current Liabilities 35,198 13,580
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT): [Restated]
Common stock, $.001 par value, 100,000,000
shares authorized, 1,500,152 and 500,000
shares issued and outstanding at December
31, 1997 and 1996 1,500 500
Capital in excess of par value 201,401 201,401
Retained earnings (deficit) (212,816) (212,816)
Deficit accumulated during the development
stage (25,283) (2,665)
___________ ___________
Total Stockholders' Equity (Deficit) (35,198) (13,580)
___________ ___________
$ - $ -
___________ ___________
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
STATEMENTS OF OPERATIONS
<CAPTION>
Cumulative
From
For the Years Ended December 31,
December 31, 1995 through
__________________________ December 31,
1997 1996 1997
<S> <C> <C> <C>
_____________________________________
REVENUE:
Sales $ - $ - $ -
_____________________________________
Total Revenue - - -
_____________________________________
EXPENSES:
General and administrative 22,618 2,665 25,283
_____________________________________
Total Expenses 22,618 2,665 25,283
_____________________________________
LOSS FROM OPERATIONS (22,618) (2,665) (25,283)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
_____________________________________
NET LOSS $ (22,618) $(2,665) $ (25,283)
_____________________________________
LOSS PER SHARE $ (.02) $ (.01) $ (.04)
_____________________________________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 31, 1994 THROUGH DECEMBER 31, 1997
[Restated]
<CAPTION> (Deficit)
Earnings
Accumulated
Common Stock Capital in Retained During the
Excess of Earnings Development
Shares Amount Par Value (Deficit) Stage
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1994 500,000 $ 500 $201,401 $(210,792) $ -
Net loss for the period
ended December 31, 1995 - - - (2,024) -
BALANCE, December 31, 1995 500,000 500 201,401 (212,816) -
Net loss for the period
ended December 31, 1996 - - - - (2,665)
BALANCE, December 31, 1996 500,000 500 201,401 (212,816) (2,665)
Shares issued to officers
of the Company for services
rendered, July 1997,
valued at $1,000 1,000,000 1,000 - - -
Fractional shares issued
in connection with reverse
stock split, July, 1997 152 - - - -
Net loss for the period
ended December 31, 1997 - - - - (22,618)
BALANCE, December 31, 1997 1,500,152 $ 1,500 $ 201,401 $(212,816)$(25,283)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
Cumulative
From
For the Years Ended December 31,
December 31, 1995 through
December 31,
1997 1996 1997
<S> <C> <C> <C>
Cash Flows to Operating Activities:
Net income (loss) $ (22,618) $ (2,665) $ (25,283)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash expenses 1,000 1,000 1,000
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 16,223 1,250 17,473
Increase (decrease) in Payable
to related party 5395 1,415 6,810
Net Cash Flows to Operating
Activities - - -
Cash Flows to Investing Activities:
Proceeds from sale of property
and equipment - - -
Net Cash to Investing Activities - - -
Cash Flows from Financing Activities:
Proceeds from notes payable - - -
Net Cash from Financing Activities - - -
Net Increase (Decrease) in Cash - - -
Cash at Beginning of the Year - - -
Cash at End of the Year $ - $ - $ -
</TABLE>
Supplemental Disclosures of Cash
Flow Information:
None
Supplemental Schedule of Noncash Investing and Financial Activities:
For the year ended 1997:
1,000,000 shares of common stock were issued to officers for services
rendered, valued at $1,000.
The accompanying notes are an integral part of these financial statements.
TRIDENT MEDIA GROUP, INC.
(FORMERLY INTERNATIONAL FIRE PREVENTION, INC.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of
Nevada as Conference Capital Corp. on December 14, 1984. The Company raised
$100,000 through a public stock offering, which was registered with the
Securities and Exchange Commission on Form S-18. During 1987 the Company
entered into a business acquisition with International Fire Prevention
("IFP") wherein IFP became a wholly owned subsidiary of the Company. The
name of the company was changed at that time. The operations of IFP were
not successful and the Company became dormant in approximately 1988. The
Company has been inactive since that time and also had its corporate
charters canceled. During 1996, the Company was re-instated with the State
of Nevada and is currently in good standing. The Company is considered to
have re-entered into a new development stage during 1996. At December 31,
1997 the Company was an inactive shell pursuing a suitable business
opportunity. Subsequent to year-end, the Company completed an acquisition
with Spector Entertainment Group, Inc. [Spector]. Majority control of the
Company changed to the former shareholders of Spector and the officers and
directors of the Company were changed and the name of the Company was
changed to Trident Media Group, Inc. [See Note 9].
Development Stage - The Company is considered a development stage company as
defined in SFAS No. 7. Consequently, cumulative numbers have been provided
from December 31, 1995 forward to reflect the Company re-entering into
development stage during 1996.
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures 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 estimated by management.
Loss Per Share - The computation of loss per share of common stock is based
on the weighted average number of shares outstanding during the periods
presented.
Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Income Taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires the liability approach for the effect of income taxes.
Restatement of Financial Statements The financial statements have been
restated for all periods presented to reflect a reverse common stock split
on the basis of one share issued for each 21.643 shares previously
outstanding. The reverse stock split was effected during July, 1997.
NOTE 2 - PAYABLE TO RELATED PARTY
An officer and director of the Company has periodically advanced funds to
the Company or paid expenses on behalf of the Company. These advances are
non-interest bearing and are due upon demand. The unpaid advances amounted
to $7,325 and $1,930 as of December 31, 1997 and 1996, respectively. [See
Note 4] All amounts owing were subsequently re-paid or treated as capital
contributions during February, 1998 [See Note 9].
NOTE 3 - CAPITAL STOCK
Common Stock - During 1985 in connection with its organization the Company
issued 231,022 shares of its previously authorized, but unissued common
stock for cash of $5,000.
During 1985, the Company issued 23,102 shares of common stock pursuant to a
public offering for cash of $100,000. Stock offering costs of $35,030 were
deducted from the proceeds.
During the years ended 1985 and 1986 the Company issued 14,855 additional
shares of common stock, upon exercise of warrants for total proceeds of
$128,931.
During 1987 the Company issued 231,022 shares of common stock in connection
with an acquisition agreement with IFP.
The Company issued 1,000,000 shares of common stock during July, 1997 to
officers of the Company for services rendered.
Reverse Common Stock Split The financial statements have been restated for
all periods presented to reflect a reverse common stock split on the basis
of one share issued for each 21.643 shares previously outstanding. The
reverse stock split was effected during July, 1997.
NOTE 4 - RELATED PARTY TRANSACTIONS
Payables to Related Party - At December 31, 1997 and 1996 the Company had
$7,325 and $1,930 in related party payables. Total advances made during
1997 and 1996 were $5,395 and $1,415, respectively.
Office Space - The Company has been inactive and has not had a need to rent
office space. An officer of the Company has allowed the Company to use his
address, as needed, on a rent-free basis.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.
The Company has available at December 31, 1997 unused operating loss
carryforwards of approximately $25,000, which may be applied against future
taxable income and which expire in various years through 2012. If certain
substantial changes in the Company's ownership should occur, there would be
an annual limitation on the amount of net operating loss carryforward, which
can be utilized. The amount of and ultimate realization of the benefits
from the operating loss carryforwards for income tax purposes is dependent,
in part, upon the tax laws in effect, the future earnings of the Company,
and other future events, the effects of which cannot be determined. Because
of the uncertainty surrounding the realization of the loss carryforwards the
Company has established a valuation allowance equal to the tax effect of the
loss carryforwards (approximately $8,500) at December 31, 1997 and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The change in the valuation allowance is equal to the tax
effect of the current period's net loss (approximately $7,640 for 1997).
NOTE 6 - RETAINED EARNINGS (DEFICIT)
When the Company discontinued its previous operations and became inactive
(approximately 1987-1988) many of the Company's records were lost or not
maintained. Management made a search for any assets, potential liabilities
and accounting records related to the Company and its previous operations.
Management used the last available financial statements of the Company
(prior to going inactive) to calculate its retained earnings (deficit). The
financial statements used by management included an audited financial
statement for the year ended December 31, 1986 and an unaudited interim
statement for the nine months ended September 30, 1987. All assets and
liabilities that existed at those times were written off resulting in a
deficit of $201,901. Expenses incurred from that time until 1996, ($10,915)
when the Company re-entered into a development stage, have also been
included in retained earnings (deficit) resulting in a deficit of $212,816
at December 31, 1995. The balance sheet category "Deficit accumulated
during the development stage" includes the activity for the years 1997 and
1996.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
the Company as a going concern. However, the Company has no current
operations, has incurred significant losses the past few years and has
liabilities in excess of assets resulting in a stockholders' deficit. This
raises substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise additional
funds through loans and /or through additional sales of its common stock
which funds will be used to assist in establishing on-going operations or
through a business acquisition [See Note 9]. There is no assurance that the
Company will be successful in raising this additional capital or achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
NOTE 8 - CONTINGENCIES
During 1987 and 1988, the Company discontinued all of its operations and
those of its subsidiary. Management believes that the Company is not liable
for any existing liabilities related to its former operations and those of
its subsidiary but the possibility exists that creditors and others seeking
relief from the subsidiary may also include the Company in claims and suits
pursuant to the parent subsidiary relationship which existed between the
Company and its subsidiary. The Company is not currently named in any such
suits nor is it aware of any such suits against its former subsidiary. It
is the belief of Management and their Counsel that the Company would be
successful in defending against any such claims and that no material
negative impact on the financial position of the Company would occur.
Management and Counsel further believe that with the passage of time the
likelihood of any such claims being raised is becoming more remote and that
various Statutes of Limitations should provide adequate defenses
for the Company. Consequently, the financial statements do not reflect any
accruals or allowances for any such claims.
NOTE 9 SUBSEQUENT EVENTS
Acquisition agreement -Subsequent to December 31, 1997, the Company
completed an acquisition of Spector Entertainment Group, Inc. ["Spector"],
wherein the Company issued 4,500,000 shares of common stock for all the
issued and outstanding common stock of Spector. The former shareholders of
Spector gained majority control of the Company. For accounting purposes the
transaction will be accounted for as a recapitalization of Spector in a
manner similar to a reverse acquisition. The officers and directors of the
Company all resigned and Spector appointed new officers and directors.
Proforma financial statements required by generally accepted accounting
principles are not presented, as financial statements of Spector were not
available. The required financial statements are expected to be prepared
and filed with the Securities and Exchange within 75 days of the completion
of the acquisition as required.
Name change - During January, 1998, in connection with the acquisition
agreement with Spector, the Company changed its name to Trident Media Group,
Inc. The name change has been retroactively applied throughout the
financial statements.
Stock Cancellation - In connection with the acquisition of Spector, two
retiring officers of the Company returned a total of 1,000,000 shares of
common stock for cancellation.
Common Stock Purchase Warrants - In connection with the acquisition of
Spector the Company issued warrants to purchase 80,000 shares of common
stock to a retiring officer of the Company and warrants to purchase 20,000
shares of common stock to the company's legal counsel. The exercise price
of the warrants will be determined in the future and will be equal to 125%
of the opening bid price on the NASDAQ Small Cap Exchange if the stock is
listed on the exchange within twelve months or else will be 125% of the
average bid price of the stock as listed on the OTC Bulletin Board for the
period of thirty days immediately prior to the one year anniversary date.
The warrants are exercisable for a period of two years from the date the
exercise price is determined.
Debentures - In connection with the acquisition of Spector, the Company
issued a $75,000 debenture to a retiring officer of the Company. The
debenture is due on December 30, 1998 and provides for interest at 7% per
annum.
Debt Cancellation - During 1998 in connection with the acquisition of
Spector, a retiring officer of the Company paid all remaining accounts
payable of the Company and cancelled all debt owing himself by the Company
(accounted for as a capital contribution). Accordingly, current liabilities
of $35,198 at December 31, 1997 were subsequently contributed to capital in
excess of par value which eliminates the deficit balance in stockholders'
equity.
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