U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (Fee Required)
For the quarterly period ended September 30, 1995
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)
For the transition period from__________to
Commission file number 0-15818
GLOBAL TELEMEDIA INTERNATIONAL, INC.
f/k/a PHOENIX ADVANCED TECHNOLOGY, INC.
(Name of small business issuer in its charter)
FLORIDA 64-0708107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1121 Alderman Drive, Suite 200, Alpharetta, GA 30202
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (770) 667-6088
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. Yes X
No__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date 7,129,803 shares of Common
Stock as of September 30, 1995.
Transitional Small Business Disclosure Format (Check One): Yes ___ No
X
PART I: Financial Information
<PAGE>
Item 1: Financial Statements
Reference is made to a prior report on form 10-QSB for the period ended
September 30, 1995, with respect to a Purchase Agreement entered into between
the Company and QCC, Inc. wherein, the Company agreed to sell to QCC its
customer accounts, including but not limmited to, related customer contracts,
customer files, customer applications, customer letters of agency and accounts
receivable related thereto. The purchase price for such assets was $3,000,000,
of which the Company has received approximately $237,000, 1996 to date. The
remaining purchase price is payable in 58 monthly installments on the 20th of
each month.
The agreement provides for the reduction in the purchase price in the
event that the gross profit received by QCC from the transferred assets is
less than certain specified targeted amounts. Inasmuch as there are no
assurances that the full purchase price will be realized, the Company has
elected to report the income as received.
Therefore, the assets and net worth of the Company have been reduced from
the original September 30, 1995 Form 10-Q by $2,440,000, the accompanying
financial statements have been modified accordingly, and future revenues will
reflect the income, as received, from this transaction.
<PAGE>
Global Telemedia International, Inc. and Subsidiaries
Consolidated Balance Sheet
September 30, 1995
ASSETS
[S] [C]
Current Assets
Cash and cash equivalents 11,285
Accounts receivable, less allowance of $108,263 188,944
Notes Receivable 200,000
Royalty Receivable 168,750
Inventory 56,867
Prepaid expenses and Deposits 12,750
_________
Total current assets 638,596
Property and equipment, net of accumulated depreciation of $187,577 234,409
Other assets
Goodwill, net of accumulated amortization of $60,066 392,483
_________
Total Assets 1,265,488
LIABILITIES AND STOCKHOLDERS' EQUITY
[S] [C]
Current liabilities
Accounts payable, trade 568,834
Commission payable 90,000
Accounts payable-directors 32,146
Accrued expenses 0
Deferred revenues 168,750
Current portion of notes payable 263,880
_________
Total current liabilities 1,123,611
Notes payable, less current portion 0
Note payable to officer 60,000
Deposits and other 3,770
_________
Total liabilities 63,770
Stockholders' equity
Common stock, $.004 par value, authorized 25,000,000 shares:
issued and outstanding 7,129,803 28,520
Additional paid-in-capital 13,925,544
Accumulated deficit (13,875,956)
___________
Total stockholders' equity 78,108
___________
Total Liabilities and Stockholders' Equity $ 1,265,488
<PAGE>
Global Telemedia International, Inc. and Subsidiaries
Consolidated Income Statement
September 30, 1995
Three Months Ended September 30, Nine Months Ended September 30,
1995 1994 1995 1994
______________________________________________________________
[S] [C] [C] [C] [C]
Sales and Revenues:
Product sales $ 0 $ 83,177 $ 4,946 $ 245,179
Long-distance marketing fee 202,756 733,383 2,945,488 2,093,612
________ _______ _________ _________
Total Sales and Revenues 202,756 816,560 2,950,434 2,338,791
________ _______ _________ _________
Costs:
Cost of products sold 0 47,900 2,846 104,372
Long-distance marketing
and commission expense 90,000 600,900 2,256,035 1,432,563
_______ _______ _________ _________
Total Costs 90,000 648,800 2,258,880 1,536,935
_______ _______ _________ _________
Gross margin 112,756 167,760 691,554 801,856
_______ _______ _________ _________
Operating expenses:
Amortization and
depreciation 65,939 507,186 260,100 874,142
Selling, general and
administrative 1,122,931 768,866 3,083,349 2,206,765
_______ _______ _________ _________
Total operating expenses 1,188,870 1,276,052 3,343,449 3,080,907
Operating loss (1,076,114)(1,108,292) (2,651,895) (2,279,051)
Other income (expense):
Interest expense (6,871) (11,663) (35,105) (35,594)
Interest Income 0 1,426 0 9,765
Rental and other income 0 13,016 44,720 67,180
Net loss from continuing
operations (1,082,985)(1,105,513) (2,642,279)(2,237,700)
_________ __________ __________ __________
Discontinued operations:
Estimated gain on disposal of MSI,
(net of income tax of $0) 267,333
Estimated gain on disposal of GTN Asset,
(net of income tax of $0) 0 0 0 0
__________ __________ __________ __________
Net income (loss) (1,082,895) (1,105,513) (2,374,947)(2,237,700)
__________ __________ __________ __________
Net loss per common and common
equivalent share (0.16) (0.26) (0.40) (0.53)
______ _____ _____ ______
Weighted average number of common
and equivalent
shares outstanding 6,902,053 4,203,365 6,011,868 4,184,480
<PAGE>
Global Telemedia International, Inc. and Subsidiaries
Consolidated Balance
September 30, 1995
Nine Months Ended September 30.
1995 1994
[S] [C] [C]
Cash flows for operating activities
Net Gain/(Loss) $(2,374,947) $ (2,237,700)
Adjustments to reconcile net gain/(loss) to net cash
used in operating activities:
Depreciation and amortization 260,100 423,964
(Decrease) increase in deferred revenue 14,162 351,019
Increase in accounts payable and accrued
expenses (707,877) 231,927
Decrease (increase) in prepaid expenses,
deposits & other (538) (176,971)
Decrease (increase) in accounts,
notes and royalties receivable (133,847) 56,813
Decrease (increase) in inventories 36,703 (65,437)
__________ _______
Total adjustments (531,296) 821,315
__________ _______
Net cash used in operating activities (2,906,244) (1,416,385)
___________ __________
Cash flows for investing activities
Cash paid for building improvements and
equipment (60,543) (97,277)
__________ _________
Net cash used in investing activities (60,543) (97,277)
__________ _________
Cash Flows from Divestiture
Decrease in PP&E and in Goodwill 2,871,338
Cash flows from financing activities
Payments on notes payable (1,317,595) (20,568)
Proceeds from issuance of common stock,
preferred stock, and warrants, less expenses 1,392,080 7,500
Net cash provided by (used in )
_________ _______
financing activities 2,945,823 (13,068)
_________ _______
Net increase (decrease) in cash & cash
equivalents $(20,963) $(1,526,730)
Cash and cash equivalents at beginning of period 32,248 867,951
Cash and cash equivalents at end of period $ 11,285 $(658,779)
________ __________
Supplemental Schedule of Non-cash Investing and financing Activities:
Common stock options issued for services $ - $ 199,571
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 35,105 $ 23,931
<PAGE>
Global TeleMedia International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The information presented herein as of September 30, 1995 and for the nine
month periods ended September 30, 1995 and 1994 is unaudited.
(1) Basis of Presentation:
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulations S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1995 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1995. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1994.
(2) Inventories:
[S] [C]
Inventories consist of the following: September 30, 1995
Raw Materials $ 0
Promotional Literature 56,867
Finished Goods 0
___________
$ 56,867
(3) Deferred Revenue:
The Company receives guaranteed minimum royalty payments for the
licensing of its nutritional drink products. The Company has chosen to
capitalize the payments over the 7 quarter life of the guaranteed minimum
period.
(4) Warrants:
The Company has sold or granted warrants to acquire its common stock at
various times and under various arrangements at prices that approximated or
exceeded fair market value at the date of issue. Warrants may be exercised
over periods ranging from three to five years. In January, 1994 the Company
extended the expiration date of outstanding warrants until August, 1994. This
was later extended to February, 1995 and in February, 1995 842,500 outstanding
warrants were extended to August 31, 1995. In August, the firm extended the
expiration date an additional six months to February 28, 1996.
On September 19, 1995, the Company entered into a Warrant and Option
agreement with an unrelated third party for the purchase of up to 1,400,000
warrants at prices ranging from $0.50 to $3.00.
(5) Contingencies:
In 1995 a dispute arose between the Company's wholly-owned subsidiary
(Global TeleMedia, Inc.. [GTM]) and Interactive Communications International
(INCOMM) due to a lack of a duly executed contract with regard to certain
prepaid calling cards. INCOMM asserts that $250,000 was due as of December 31,
1994. The Company maintains that it has met all conditions. Pursuant to a
Foreclosure Agreement dated July 12, 1995 between the Company and CAT
Interests Limited, the Company was divested of this subsidiary. Accordingly,
the Company has no further contingent liability with respect to this dispute.
The Company is involved in a dispute with its former primary long
distance carrier, Communications Gateway Network, Inc. (CGN). The Company
alleges that CGN has failed to properly account for substantial revenues
derived from the Company's customers. Dispute has focused on the right of the
Company to move customers to another carrier subsequent to the alleged actions
and default of CGN. There have been no formal complaints filed and the
potential outcome of the dispute cannot be determined at this time.
(6) Business Acquisition:
Effective September 30, 1993, the Company purchased Global Wats One, Inc.
and TeleFriend, Inc. As part of the re-direction and re-naming of Phoenix
Advanced Technology in February, 1995, Global Wats One, Inc. became Global
TeleMedia, Inc. (GTM), a Georgia corporation. TeleFriend, Inc. became Global
TeleMedia Network, Inc. (GTN), a Florida corporation. At the same time Phoenix
Advanced Technology (PATI) was changed to Global TeleMedia International, Inc.
(GTMI). Both GTM and GTN are engaged in the marketing of long distance
products for business and residential service providers and other common
carriers in the telecommunications industry.
In November, 1994, the Company purchased all of the assets, including
certain long distance telephone contracts, and assumed certain liabilities of
TJC Communications, Inc., an unrelated corporation. The Company issued 52,500
shares of its common stock and issued a note payable for $315,000 due on
demand July 1, 1995, and is currently in the process of being renegotiated.
(7) Contractual Obligation:
As discussed in the Company's 10-KSB and 10-QSB reports, in connection
with the purchase of Global, the Company assumed a contractual obligation
Global entered into in September 1992, and August 25, 1993, whereby in
consideration for $800,000 in cash invested by a third party (venture
capitalist group), Global agreed to pay the investor a defined amount that
effectively represents 10.5% of Global's gross margin less commissions and
cost of sales through September 2012, at which time Global must pay the
investor 10.5% of the fair value of Global as determined by an appraisal. The
investment amount was accounted for as a reduction of the goodwill of Global
on the books of the Company. Because Management could not determine the
liability related to these agreements, no amounts were recorded as of December
31, 1994 related to these future payments.
However, in satisfaction of the obligation of the Company to the venture
capitalist, and based on a determination by the venture capitalist and the
Board of Directors, the venture capitalist accepted in full satisfaction of
the obligation 800,000 shares of the Company's convertible preferred stock.
As of June 16, 1995, the venture capitalist converted all preferred stock
to 1,050,000 shares of the Company's common stock.
(8) Business Disposition:
On January 28, 1995 the Company entered into a license agreement with L&M
Group, Inc. under which L&M purchased the Company's inventory of all of the
food and nutritional products sold by the Company at the Company's cost and
received from the Company the exclusive right to sell those products world-
wide. In consideration of the license granted by the Company, L&M has paid
the Company cash in the amount of $275,000 for the rights and $34,649.78 for
inventory on hand and agreed to pay a royalty of 4 % of all sums received for
the sale or use of the nutritional and food products other than Go! and
Cholesterade sold through network marketing, a royalty of 2.7% of net sales of
Go! and Cholesterade sold through network marketing and 1.5% of the net sales
of certain nutritional supplements. The Company's agreement with L&M Group
requires L&M to pay certain minimum quarterly royalties which increase to a
maximum of $37,500 per quarter in 1997.
In June 1995, the Company executed a subscription agreement with a non-
related group of investors for the purchase of approximately 10,000,000 shares
of the Company's restricted common stock. As part of the agreement the group
loaned the Company $310,000. The loan was to be converted to equity in July,
1995. However, on July 5, 1995, the Company was notified by NASDAQ that it was
being delisted as a result of "a series of previous and current acquisitions
and stock transactions" which were deemed to have "effectively completed a
reverse merger..." The delisting caused a clause in the financing agreement to
become operative, and the investment group elected to rescind the subscription
agreement.
As part of the recission, subsequent negotiations and satisfaction of its
loan, the investor group relinquished any claim to stock in GTMI and acquired
all the stock of the Company's Global TeleMedia, Inc. subsidiary. As a result
of the loss of the assets and liabilities associated with this subsidiary, the
Company's management team has streamlined its operations and has aggressively
pursued other financing opportunities. Additionally, the Company intends to
reapply for listing, and expects that listing will be approved early in 1996.
On September 29, 1995, the Company entered into a Purchase Agreement with
QCC, Inc.. ("QCC") pursuant to which the Company agreed to sell QCC its
customer accounts, including, but not limited, to, related customer contracts,
customer files, customer applications, customer letters of agency and
accounts receivable related thereto. The purchase price for such assets is
$3,000,000 of which the Company has received $200,000 to date. The remaining
purchase price will be payable in 60 monthly installments of $46,667 beginning
on December 20, 1995. The agreement provides for the reduction in the
purchase price in the event that the gross profit received by QCC from the
transferred assets is less than certain specified targeted amounts. Inasmuch
as there are no assurances that the full purchase price will ever be realized,
the company has elected to establish a reserve against the purchase price to
address any possible contingencies.
In addition, the Company entered into a long distance services agreement
with QCC to provide operation and customer support for the Company's recently
incorporated wholly-owned subsidiary, Vision 21, Inc.. Vision 21, Inc.. will
facilitate the network marketing efforts of the Company's new
telecommunications products and services. The Company believes that this
agreement along with the out-sourcing of the operational function of its
telecommunications services will substantially reduce the Company's overhead
costs on a going-forward basis.
(9) Other Matters:
In March, 1994, the Company entered into an agreement for management,
strategic and advisory consulting services for twelve months with an unrelated
company. The Company issued the consultant an option to purchase up to 55,130
shares of the Company's common stock as compensation under the agreement. The
option was exercisable at the lessor of 69% of the minimum bid price of the
stock at the time of exercise or $2.75. The option was exercisable anytime
prior to March 31, 1995. The Company waived the exercise price and the option
was exercised on March 28, 1994. The Company recorded $199,571 as common stock
issued for future services at the date of issuance, which is the fair market
value of the underlying common stock on the date of issuance. The Company is
amortizing the amount over the life of the agreement which is twelve months.
The amortization was concluded as of March 31, 1995 with a final expense of
$42,763.
On February 13, 1995, the Company and Mr. Neil Berman entered into a
Subscription, Option and Warrant and Option Extension Agreement. Under the
terms of the agreement, Mr. Berman agreed to purchase 200,000 restricted
shares of Common Stock for a price of $100,000 on or before March 1, 1995 (the
"Part I" shares). If the Part I shares were purchased, then Mr. Berman could
purchase, in whole or in part, an additional 145,000 restricted shares of the
Company's Common Stock at $.50 per share if funds were received by the Company
on or before March 30, 1995, or at 50% of the market price for such Common
Stock on the day preceding the day funds are received by the Company as to
funds received after March 30, 1995 (the "Part II" shares), provided, however
that the Part II shares must be purchased on or before March 13, 1996. The
Company and Mr. Berman are currently disputing shares of stock that are due
and owing; however, the Company has identified and offered, through its legal
counsel, to issue 352,443 shares of its restricted Common Stock.
On March 7, 1995, the Company sold 71,529 shares of restricted Common
Stock to J. Robert Cade for a consideration of $50,000.
In April, 1995, The Company entered into an agreement for corporate
finance, financial, financial public relations and other advisory services for
twenty-four months with an unrelated company. The Company issued the
consultant an option to purchase up to 300,000 shares. The contract was
terminated in June, 1995 and no purchase warrants were executed.
In June, 1995 a former officer and director of the Company loaned the
Company $10,000 due July 15, 1995.
Effective June 1, 1995, the Company reached a settlement agreement with a
former officer and director of the Company. Under the terms of this
agreement, the Company would assume certain obligations and the former officer
and director released all rights against the Company.
Effective June 15, 1995 the Company entered into a Satisfaction and
Release Agreement with Arnold L. Zimmerman, former CEO of the Company. Under
the terms of the Satisfaction and Release Agreement, Mr. Zimmerman released
all rights against the Company including all stock appreciation rights and
options to purchase common stock of the Company as well as all rights to
receive further consulting fees under a consulting agreement with the Company
dated November 9, 1994, in exchange for the issuance of 125,000 common shares
of the company.
Effective July 16, 1995, the Company reached a release agreement with
AQUA Partnership for a promissory note which was due and payable March 15,
1995. Under the terms of the release, the Company has agreed to pay any
principal and interest owed by November 15, 1995.
For the quarter ended September 30, 1995, the Company sold 455,500 shares
of restricted common stock to a number of non-related individuals for a total
consideration of $149,925.
(10) Subsequent Events:
On October 12, 1995, the Company incorporated in the State of Georgia a
wholly-owned subsidiary, Vision 21, Inc.. Vision 21, Inc.. will market the
Company's telecommunications products and services via network marketing.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
f/k/a PHOENIX ADVANCED TECHNOLOGY, INC.
(Registrant)
Date: November 14, 1995
Roderick A. McClain
_________________________________
Roderick A. McClain, President & CEO
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
Net gain/(loss) per common share is based on the weighted average number
of shares outstanding during the periods. Those stock options, SARs and
warrants outstanding that are anti-dilutive have been excluded in determining
net loss per share and the weighted average number of shares outstanding.
