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 03/31/97
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
---------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 737-5560
---------------
- ------------------------------------------------------------------
Former name, former address and former 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 March 31, 1997
- ----------------------------------------------------------------------
Common Stock, par value $.01 per share 4,280,500
<PAGE>
Beeper Plus, Inc.
Form 10-Q
Quarter Ended March 31, 1997
TABLE OF CONTENTS
Page
PART I - Financial Information:
- -------------------------------
Item I - Financial Statements:
Compilation Letter 3
Balance Sheet 4
Statement of Operations and Deficit 5-6
Statement of Cash Flows 7
Summary of Significant Accounting Policies 8
Notes to Financial Statements 9-10
Item II - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11
PART II - Other Information: 12
- ----------------------------
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 March 31, 1997 and the related statements of operations, deficit,
and cash flows for the nine months ended March 31, 1997 and 1996.
All information included in these financial statements is the representation
of the management of Beeper Plus, Inc.
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, 1996 were audited
by us and we expressed an unqualified opinion on them in our report dated
September 16, 1996, but we have not performed any auditing procedures
since that date.
Joseph F. Zerga
Las Vegas, Nevada
May 9, 1997
- 3 -
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<TABLE>
BEEPER PLUS, INC.
Balance Sheet
March 31, 1997 and June 30, 1996
(See Accountant's Compilation Report)
<CAPTION>
Mar 31 June 30
1997 1996
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Currents Assets
Cash $ 252,788 $ 135,211
Accounts Receivable 78,283 130,827
Inventories 22,121 26,315
Prepaid Expense 4,496 8,615
--------- ---------
Total Current Assets 357,688 300,968
--------- ---------
Fixed Assets:
Net of Depreciation (Note 1) 30,191 40,838
--------- ---------
Other Assets:
Distributorships, Net (Note 2) 11,450 12,800
Deferred Tax Assets (Note 5) 100,525 100,525
--------- ---------
Total Other Assets $ 111,975 $ 113,325
--------- ---------
TOTAL ASSETS $ 499,854 $ 455,131
========= =========
LIABILITIES AND STOCKHLDERS' EQUITY (DEFICIT)
Current Liabilities:
Acounts Payable $ 5,914 $ 8,957
Other Accrued Expenses 6,704 5,521
Deferred Service Revenue 94,151 24,432
Deferred Revenue 2,690 5,810
Loans from Related Parties (Note 3) 26,000 36,000
--------- ---------
Total Current Liabilities 135,459 80,720
--------- ---------
Long-term debt - 0 - - 0 -
--------- ---------
Stockholders' Equity (Deficit)
Common Stock 42,805 42,805
Additional Paid-in Capital 948,650 948,650
Accumulated Deficit ( 627,060) ( 617,044)
--------- ---------
Total Stockholders' Equity 364,395 374,411
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 499,854 $ 455,131
========= =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 4 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Nine Months Ended March 31, 1997 and 1996
(See Accountant's Compilation Report)
(Unaudited)
<CAPTION>
Nine Months Ended
Mar 31 Mar 31
1997 1996
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 138,955 $ 250,508
Service Revenue 491,235 440,606
Pager Sales 49,253 43,651
Front Page Sales 109,302 107,599
Interest Income 3,656 1,253
Other Revenue 13,541 37,848
--------- ---------
Total Revenue 805,942 881,465
--------- ---------
Operating costs and expenses:
Cost of Sales 266,185 339,844
Advertising & Promotion 8,971 6,436
Amortization 1,350 1,500
Bad Debts 48,023 165
Depreciation 16,226 15,875
Entertainment 1,667 483
Insurance 25,187 24,519
Professional Fees 7,646 10,427
Maintenance & Repairs 10,517 13,559
Office Expense 11,842 21,802
Salaries & Wages 257,118 227,771
Postage & Shipping 19,035 16,507
Printing 4,790 2,921
Rent 40,854 43,845
Payroll Taxes & Benefits 30,032 24,500
Taxes & Licenses 1,349 4,538
Telephone 14,783 11,965
Utilities 3,340 3,611
Front Page & Phone Card 983 14,780
Legal & Accounting 20,887 18,452
Miscellaneous 25,173 25,626
--------- ---------
Total Costs and Expenses 815,958 829,126
--------- ---------
Net Income Before Tax ( 10,016) 52,339
Income Tax Expense -0- 8,107
--------- ---------
Net Income After Tax ($ 10,016) $ 44,232
Deficit Beginning of Period ( 617,044) ( 661,708)
--------- ---------
Deficit End of Period ($ 627,060) ($ 617,476)
========= =========
Income per Common Share (Note 4) ($ .002) $ .010
========= =========
Weighted average number of common
shares outstanding 4,280,500 4,280,500
========= =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 5 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Three Months Ended March 31, 1997 and 1996
(See Accountant's Compilation Report)
(Unaudited)
<CAPTION>
Three Months Ended
Mar 31 Mar 31
1997 1996
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 48,695 $ 96,218
Service Revenue 149,561 153,567
Pager Sales 10,445 13,332
Front Page Sales 41,501 33,784
Interest Income 1,386 622
Other Revenue 1,176 8,447
--------- ---------
Total Revenue 252,764 305,970
--------- ---------
Operating costs and expenses:
Cost of Sales 77,802 101,930
Advertising & Promotion 369 628
Amortization 450 500
Bad Debts 48,023 -0-
Depreciation 5,471 5,291
Entertainment 133 167
Insurance 6,297 10,220
Professional Fees 6,782 5,205
Maintenance & Repairs 2,233 2,826
Office Expense 3,609 13,155
Salaries & Wages 81,875 74,980
Postage & Shipping 4,797 5,713
Printing 1,116 1,479
Rent 13,659 17,943
Payroll Taxes & Benefits 10,508 8,718
Taxes & Licenses 923 1,143
Telephone 3,444 4,106
Utilities 886 654
Front Page & Phone Card -0- 5,212
Legal & Accounting 7,862 4,430
Miscellaneous 8,641 7,095
--------- ---------
Total Costs & Expenses 284,880 271,395
--------- ---------
Net Income Before Tax ( 32,116) 34,575
Income Tax Expense ( 3,315) 5,442
--------- ---------
Net Income After Tax ($ 28,801) $ 29,133
Deficit Beginning of Period ( 598,259) ( 646,609)
--------- ---------
Deficit End of Period ($ 627,060) ($ 617,476)
========= =========
Income per Common Share (Note 4) ($ .007) $ .007
========= =========
Weighted average number of common
shares outstanding 4,280,500 4,280,500
========= =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 6 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Cash Flows
For the Nine Months Ended March 31, 1997 and 1996
(See Accountant's Compilation Report)
(Unaudited)
<CAPTION>
Nine months ended
Mar 31 Mar 31
1997 1996
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) ($ 10,016) $ 44,232
Depreciation 16,226 15,875
Amortization 1,350 1,500
(Increase) Decrease in:
Accounts Receivable 52,543 ( 6,175)
Inventories 4,194 22,215
Prepaid Expenses 4,119 15,384
Deferred Tax Asset -0- 8,107
Increase (Decrease) in:
Accounts Payable ( 3,043) ( 11,656)
Accrued Expenses 1,183 ( 1,308)
Deferred Service Revenue 69,720
Deferred Revenue ( 3,120) ( 2,505)
--------- ---------
NET OPERATING CASH 133,156 85,669
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures ( 5,579) -0-
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in:
Long-Term Debt ( 10,000) -0-
--------- ---------
Net Increase (Decrease) in cash 117,577 85,669
Cash, beginning of period 135,211 94,444
--------- ---------
Cash, end of period $ 252,788 $ 180,113
========= =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 7 -
</TABLE>
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 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 disseminates sports information utilizing contracted
paging services directly to customers nationwide, including Hawaii
and the Caribbean, through a hand-held alpha-numeric pager called
The Sports Page. The Company also utilizes independent distributors
to provide The Sports Page to clients in four locations throughout
the United States.
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 incurred. Gains or losses on dispositions of
equipment are included in operations.
Amortization:
- -------------
The Company amortizes new distributorships purchased over 15 years.
- 8 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1997
NOTE 1 - Fixed Assets:
- ----------------------
Mar 31 June 30
1997 1996
--------- ---------
Furniture and Equipment $ 459,842 $ 454,262
Leasehold Improvements 12,380 12,380
--------- ---------
Total Fixed Assets 472,222 466,642
Accumulated Depreciation ( 442,031) ( 425,804)
--------- ---------
Net Fixed Assets $ 30,191 $ 40,838
========= =========
NOTE 2 - Distributorships:
- --------------------------
The Company purchased the Dallas distributorship from Arthur
Stevens on April 11, 1996 for $12,000. The asset was recorded at
cost and is amortizable over a period of fifteen years. The
Michigan Distributorship is amortized at $250 per quarter with $250
remaining to be amortized at March 31, 1997.
NOTE 3 - Loans from Related Parties:
- ------------------------------------
Loans from related parties consist of a non-interest bearing note
due to shareholder Jamie Thompson in the amount of $26,000.
$10,000 was paid on this note in the quarter ended March 31, 1997.
NOTE 4 - Earnings per Share:
- ----------------------------
The computation of earnings per share is based on the weighted
average number of outstanding common shares.
- 9 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1997
NOTE 5 - Income Taxes:
- ----------------------
The Company has net operationg loss carryforwards to fiscal 1996-97
of $691,283, which if not utilized will expire as follows:
Year Ending
June 30,
-----------
2003 $ 214,161
2004 308,251
2005 168,871
---------
TOTAL $ 691,283
=========
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 Nine Months 3/31/97 ( -0-)
---------
Balance at March 31, 1997 $ 100,525
=========
- 10 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 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, 1996 (audited) and March 31, 1997 (unaudited),
and Statement of Operations for the nine months ended March 31,
1996 and 1997.
Financial Condition:
- --------------------
As of March 31, 1997 the Company has working capital in the
amount of $222,229 compared to $220,248 as of June 30, 1996.
Operating activities provided a cash flow in the amount of $133,156
for the nine months ended March 31, 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 nine month period ended March 31, 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 $75,523 as compared
to the nine month period ending March 31, 1996 while expenses
decreased by $13,168. Bad debt expense in the amount of $48,023
for this nine month period consists of the recognition of an
allowance for doubtfull accounts.
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.
- 11 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 1997
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
- ---------------------------
The Baltimore territory was taken over in July 1996 by Beeper
Plus, Inc. due to non payment by the distributor. Baltimore
customers who were online received a series of page messages asking
to send their pagers to the Company to be re-crystalized on the
nationwide network. For the inconvenience, customers were given
two free months of sports service, a new crystal and three-day
shipping.
In violation of a signed contract, the former distributors began to
actively solicit the Company's Baltimore customers to sign up with
a competitor, The Sports Box of New York City. The Company
initiated a lawsuit against the former distributors in July of 1996
for approximately $15,000 and an undetermined sum for each customer
lost.
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.
- 12 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 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
-------------------
Basil B. Newton
President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-START> Jul-01-1996
<PERIOD-END> Mar-31-1997
<CASH> 252788
<SECURITIES> 0
<RECEIVABLES> 145752
<ALLOWANCES> 67469
<INVENTORY> 22121
<CURRENT-ASSETS> 357688
<PP&E> 472222
<DEPRECIATION> (442031)
<TOTAL-ASSETS> 499854
<CURRENT-LIABILITIES> 135459
<BONDS> 0
<COMMON> 42805
0
0
<OTHER-SE> 321590
<TOTAL-LIABILITY-AND-EQUITY> 499854
<SALES> 802286
<TOTAL-REVENUES> 805942
<CGS> 266185
<TOTAL-COSTS> 266185
<OTHER-EXPENSES> 549773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10016)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10016)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10016)
<EPS-PRIMARY> .002
<EPS-DILUTED> .002
</TABLE>
