FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(As last amended by Re No 34-18524, eff 5/24/82.)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For Quarter Ended 09/30/97
Commission file number 33-5516-LA
Beeper Plus, Inc.
---------------------------------------------------------
(Exact Name of registrant as specified in its charter)
Nevada 88-0219239
- ------------------------------- ---------------------------
(State or other jurisdiction of (IRS Employer Identification
Incorporation or organization) Number)
3900 Paradise Road, Suite 201, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 737-5560
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- ------------------------------------------------------------------
Former name, address and fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
Class Outstanding at Sept 30, 1997
- -------------------------------------------------------------------------
Common Stock, par value $.01 per share 4,288,000
<PAGE>
Beeper Plus, Inc.
Form 10-Q
Quarter Ended September 30, 1997
TABLE OF CONTENTS
Page
PART I - Financial Information:
- -------------------------------
Item I - Financial Statements:
Compilation Letter 3
Balance Sheet 4
Statement of Operations and Deficit 5
Statement of Cash Flows 6
Summary of Significant Accounting Policies 7
Notes to Financial Statements 8-9
Item II - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10
PART II - Other Information: 11
- ----------------------------
Item 1 - Legal Proceedings.
Item 2 - Changes in Securities.
Item 3 - Defaults upon Senior Securities.
Item 4 - Submission of Matters to a Vote of Security
Holders.
Item 5 - Related Party Transactions.
Item 6 - Exhibits and Reports on Form 8-K.
- 2 -
<PAGE>
Joseph F. Zerga, Ltd.
Certified Public Accountants
2950 E Flamingo Rd, Ste L
Las Vegas, NV 89121
(702)732-2775
To the Board of Directors
and Stockholders of
Beeper Plus, Inc.
We have compiled the accompanying balance sheet of Beeper Plus, Inc. as of
September 30, 1997 and the related statements of operations, deficit, and cash
flows for the three months ended September 30, 1997 and 1996, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
The financial statements for the year ended June 30, 1997 were audited by us
and we expressed an unqualified opinion on them in our report dated September
16, 1997, but we have not performed any auditing procedures since that date.
Joseph F. Zerga
Las Vegas, Nevada
November 7, 1997
- 3 -
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Balance Sheet
September 30, 1997 and June 30, 1997
<CAPTION>
Sept 30 June 30
1997 1997
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Currents Assets
Cash $ 256,863 $ 255,621
Accounts Receivable 72,519 55,734
Inventories 17,615 14,705
Other Current Assets 21,303 11,551
--------- ---------
Total Current Assets 368,300 337,611
--------- ---------
Fixed Assets:
Net of Depreciation (Note 1) 23,257 26,353
--------- ---------
Other Assets:
Distributorships, Net (Note 2) 10,800 11,000
Deferred Tax Assets (Note 5) 96,425 100,525
--------- ---------
Total Other Assets 107,225 111,525
--------- ---------
TOTAL ASSETS $ 498,782 $ 475,489
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Acounts Payable $ 4,983 $ 1,057
Other Accrued Expenses 6,922 13,789
Deferred Service Revenue 91,474 87,546
Deferred Revenue 610 1,650
Loans from Related Parties (Note 3) 26,000 26,000
--------- ---------
Total Current Liabilities 129,989 130,042
--------- ---------
Long-term debt - 0 - - 0 -
--------- ---------
Stockholders' Equity:
Common Stock 42,880 42,880
Additional Paid-in Capital 948,950 948,950
Accumulated Deficit ( 623,037) ( 646,383)
--------- ---------
Total Stockholders' Equity 368,793 345,447
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 498,782 $ 475,489
========= =========
<FN>
see accountant's compilation report and notes to financial statements
- 4 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Three Months Ended September 30, 1997 and 1996
(Unaudited)
<CAPTION>
Three Months Ended
Sept 30 Sept 30
1997 1996
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 29,646 $ 37,125
Service Revenue 182,134 183,223
Pager Sales 11,191 22,615
Front Page Sales 41,390 38,827
Interest Income 1,416 993
Other Revenue 685 5,863
--------- ---------
Total Revenue 266,462 288,646
--------- ---------
Operating costs and expenses:
Cost of Sales 74,759 95,113
Advertising & Promotion 7,109 1,582
Amortization 200 450
Depreciation 3,664 5,285
Entertainment 139 145
Insurance 9,359 10,790
Professional Fees -0- 364
Maintenance & Repairs 2,177 5,339
Office Expense 4,261 3,499
Salaries & Wages 88,249 84,127
Postage & Shipping 1,902 8,758
Printing 451 2,104
Rent 13,007 13,512
Payroll Taxes & Benefits 11,133 9,491
Taxes & Licenses 2,786 360
Telephone 3,531 6,577
Utilities 1,219 1,805
Front Page & Phone Card -0- 983
Legal & Accounting 8,632 7,165
Miscellaneous 6,438 7,652
--------- ---------
Total Costs and Expenses 239,016 265,101
--------- ---------
Net Income Before Tax 27,446 23,545
Income Tax Expense 4,100 3,531
--------- ---------
Net Income After Tax $ 23,346 $ 20,014
Deficit Beginning of Period ( 646,383) ( 617,044)
--------- ---------
Deficit End of Period ($ 623,037) ($ 597,030)
========= =========
Income per Common Share (Note 4) $ .005 $ .005
========= =========
Weighted average number of common
shares outstanding 4,288,000 4,280,500
========= =========
<FN>
see accountant's compilation report and notes to financial statements
- 5 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Cash Flows
For the Three Months Ended September 30, 1997 and 1996
(Unaudited)
<CAPTION>
Three months ended
Sept 30 Sept 30
1997 1996
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ 23,346 $ 20,014
Depreciation 3,664 5,285
Amortization 200 450
(Increase) Decrease in:
Accounts Receivable ( 16,785) 24,482
Inventories ( 2,910) ( 1,570)
Other Current Assets ( 9,752) 8,590
Deferred Tax Asset 4,100 3,531
Increase (Decrease) in:
Accounts Payable 3,926 3,404
Accrued Expenses ( 6,867) ( 330)
Deferred Service Revenue 3,928 -0-
Deferred Revenue ( 1,040) ( 1,040)
--------- ---------
NET OPERATING CASH 1,810 62,816
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures ( 568) -0-
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in:
Long-Term Debt -0- -0-
--------- ---------
Net Increase (Decrease) in cash 1,242 62,816
Cash, beginning of period 255,621 135,211
--------- ---------
Cash, end of period $ 256,863 $ 198,027
========= =========
<FN>
see accountant's compilation report and notes to financial statements
- 6 -
</TABLE>
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The Company:
- ------------
Beeper Plus, Inc. (the Company) was incorporated under the laws of the state
of Nevada on March 25, 1986. On March 31, 1986, the Company acquired Dial-A-
Score, Inc. a Nevada corporation which was incorporated on July 5, 1985. Dial-
A-Score, Inc. was a privately held company with one stockholder, who is also a
director of the Company. Because Dial-A-Score was under common control for
accounting purposes, it is considered to be the predecessor of the Company.
The Company is engaged in the business of providing data services through
pagers for all major sporting events.
Inventories:
- ------------
Inventories of pagers are stated at the lower of cost (first-in, first-out
method) or market.
Depreciation:
- -------------
Furniture, fixtures and equipment are stated at cost. Depreciation is computed
by the straight-line method over estimated useful lives of five to seven years.
Maintenance, Repairs and Renewals:
- ----------------------------------
Maintenance, Repairs and Renewals which neither materially add to the value of
the equipment nor appreciably prolong its life are charged to expense as in-
curred. Gains or losses on dispositions of equipment are included in operations.
Amortization:
- -------------
The Company amortizes new distributorships purchased over 15 years.
- 7 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
NOTE 1 - Fixed Assets:
- ----------------------
Sept 30 June 30
1997 1997
--------- ---------
Furniture and Equipment $ 272,338 $ 271,770
Leasehold Improvements 12,380 12,380
--------- ---------
Total Fixed Assets 284,718 284,150
Accumulated Depreciation ( 261,461) ( 257,797)
--------- ---------
Net Fixed Assets $ 23,257 $ 26,353
========= =========
NOTE 2 - Distributorships:
- --------------------------
The Company purchased the Dallas distributorship on April 11, 1996 for $12,000.
The asset was recorded at cost and is amortizable over a period of fifteen
years.
NOTE 3 - Loans from Related Parties:
- ------------------------------------
Loans from related parties consist of a non-interest bearing note due to share-
holder Jamie Thompson in the amount of $26,000. There were no payments to
related parties in the quarter ended September 30, 1997.
NOTE 4 - Earnings per Share:
- ----------------------------
The computation of earnings per share is based on the weighted average number
of outstanding common shares.
- 8 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
NOTE 5 - Income Taxes:
- ----------------------
The Company has net operationg loss carryforwards to fiscal 1997-98 of
$664,205, which if not utilized will expire as follows:
Year Ending
June 30,
-----------
2003 $ 187,083
2004 308,251
2005 168,871
---------
TOTAL $ 664,205
=========
During 1994 the Company adopted FASB Statement 109 on accounting for income
taxes. The deferred tax asset for the net operating loss above is as follows:
Deferred Tax Asset
------------------
Balance at June 30, 1994 $ 114,060
Used for Fiscal 1995 ( 5,314)
---------
Balance at June 30, 1995 108,746
Used for Fiscal 1996 ( 8,221)
---------
Balance at June 30, 1996 100,525
Used for Fiscal 1997 ( -0-)
---------
Balance at June 30, 1997 $ 100,525
Used for Three Months Ended 9/30/97 ( 4,100)
---------
Balance at September 30, 1997 $ 96,425
=========
- 9 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
September 30, 1997
Item II - Management's Discussion and
Analysis of Financial Condition
and Results of Operations.
Financial Statements:
- ---------------------
In the opinion of Management, the accompanying Financial Statements contain all
adjustments which are normal and of a recurring nature and necessary to present
fairly Beeper Plus, Inc.'s Balance Sheet as of June 30, 1997 (audited) and
September 30, 1997 (unaudited), and Statement of Operations for the three months
ended September 30, 1996 and 1997.
Financial Condition:
- --------------------
As of September 30, 1997 the Company has working capital in the amount of
$238,311 compared to $207,569 as of June 30, 1997. Operating activities provided
a cash flow in the amount of $1,810 for the three months ended September 30,
1997. Management anticipates that its operations should generate sufficient
income to cover operating expenses and debt services in future periods.
Results of Operations:
- ----------------------
During the three month period ended September 30, 1997, the Company continued
its pursuit of promoting and selling its product "The Front Page" to paging
carriers located throughout the United States and has continued its operation
of the "Sports Page" product throughout the country. Revenues decreased by
$22,184 as compared to the three month period ending September 30, 1996 while
expenses decreased by $26,085.
As of the 15th of April 1996, Beeper Plus, Inc. began transmitting sports
information to a nationwide audience via PageNet, the largest paging company
in the world. This relationship increases the Company's broadcast territory
one-hundred fold and places it in a position to sell and transmit information
in every major city in the country, including Hawaii, Alaska, Puerto Rico and
the Caribbean islands.
- 10 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
September 30, 1997
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
- ---------------------------
The Company has filed suit against a distributor for breach of contract and a
judgement has been obtained. No monies have been obtained, however, collection
porcedures have been implemented.
ITEM 2 - Changes in Securities:
- -------------------------------
None.
ITEM 3 - Defaults Upon Senior Securities:
- -----------------------------------------
Not Applicable.
ITEM 4 - Submission of Matters to a Vote of Security Holders:
- -------------------------------------------------------------
None.
ITEM 5 - Related Party Transactions:
- ------------------------------------
See Note 3 to Financial Statements.
ITEM 6 - Exhibits and Reports on Form 8-K:
- ------------------------------------------
Not Applicable.
- 11 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
September 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Beeper Plus, Inc.
(Registrant)
By Basil B. Newton 11/12/97
----------------------- -------------
Basil B. Newton Date
President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-START> Jul-01-1997
<PERIOD-END> Sep-30-1997
<CASH> 256863
<SECURITIES> 0
<RECEIVABLES> 161488
<ALLOWANCES> 88969
<INVENTORY> 17615
<CURRENT-ASSETS> 368300
<PP&E> 284718
<DEPRECIATION> (261461)
<TOTAL-ASSETS> 498782
<CURRENT-LIABILITIES> 129989
<BONDS> 0
<COMMON> 42880
0
0
<OTHER-SE> 325913
<TOTAL-LIABILITY-AND-EQUITY> 498782
<SALES> 265046
<TOTAL-REVENUES> 266462
<CGS> 74759
<TOTAL-COSTS> 74759
<OTHER-EXPENSES> 164257
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 27446
<INCOME-TAX> 4100
<INCOME-CONTINUING> 23346
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23346
<EPS-PRIMARY> .005
<EPS-DILUTED> .005
</TABLE>
