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 12/31/96
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 December 31, 1996
- ----------------------------------------------------------------------
Common Stock, par value $.01 per share 4,280,500
<PAGE>
Beeper Plus, Inc.
Form 10-Q
Quarter Ended December 31, 1996
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 December 31, 1996 and the related statements of operations, deficit,
and cash flows for the six months ended December 31, 1996 and 1995.
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
February 17, 1997
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<TABLE>
BEEPER PLUS, INC.
Balance Sheet
December 31, 1996 and June 30, 1996
<CAPTION>
Dec 31 June 30
1996 1996
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Currents Assets
Cash $ 242,077 $ 135,211
Accounts Receivable 29,924 106,395
Inventories 25,026 26,315
Prepaid Expense 4,471 8,615
--------- ---------
Total Current Assets 301,498 276,536
--------- ---------
Fixed Assets:
Net of Depreciation (Note 1) 35,662 40,838
--------- ---------
Other Assets:
Distributorships, Net (Note 2) 11,900 12,800
Deferred Tax Assets (Note 5) 97,210 100,525
--------- ---------
Total Other Assets $ 109,110 $ 113,325
--------- ---------
TOTAL ASSETS $ 446,270 $ 430,699
========= =========
LIABILITIES AND STOCKHLDERS' EQUITY (DEFICIT)
Current Liabilities:
Acounts Payable $ 6,224 $ 8,957
Other Accrued Expenses 7,120 5,521
Deferred Revenue 3,730 5,810
Loans from Related Parties (Note 3) 36,000 36,000
--------- ---------
Total Current Liabilities 53,074 56,288
--------- ---------
Long-term debt - 0 - - 0 -
--------- ---------
Stockholders' Equity (Deficit)
Common Stock 42,805 42,805
Additional Paid-in Capital 948,650 948,650
Accumulated Deficit ( 598,259) ( 617,044)
--------- ---------
Total Stockholders' Equity 393,196 374,411
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 446,270 $ 430,699
========= =========
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</TABLE>
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<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Six Months Ended December 31, 1996 and 1995
(Unaudited)
<CAPTION>
Six Months Ended
Dec 31 Dec 31
1996 1995
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 90,260 $ 154,290
Service Revenue 341,674 287,039
Pager Sales 38,808 45,479
Front Page Sales 67,801 58,655
Interest Income 2,270 631
Other Revenue 12,365 29,401
--------- ---------
Total Revenue 553,178 575,495
--------- ---------
Operating costs and expenses:
Cost of Sales 188,383 237,914
Advertising & Promotion 8,602 5,808
Amortization 900 1,000
Depreciation 10,755 10,584
Entertainment 1,534 316
Insurance 18,890 14,299
Professional Fees 864 5,222
Maintenance & Repairs 8,284 10,733
Office Expense 8,233 8,647
Salaries & Wages 175,243 152,971
Postage & Shipping 14,238 10,794
Printing 3,674 1,442
Rent 27,195 25,902
Payroll Taxes & Benefits 19,524 15,782
Taxes & Licenses 426 3,395
Telephone 11,339 7,859
Utilities 2,454 2,957
Front Page & Phone Card 983 9,568
Legal & Accounting 13,025 14,022
Miscellaneous 16,532 18,696
--------- ---------
Total Costs and Expenses 531,078 557,731
--------- ---------
Net Income Before Tax 22,100 17,764
Income Tax Expense 3,315 2,665
--------- ---------
Net Income After Tax $ 18,795 $ 15,099
Deficit Beginning of Period ( 617,044) ( 661,708)
--------- ---------
Deficit End of Period ($ 598,259) ($ 646,609)
========= =========
Income per Common Share (Note 4) $ .004 $ .004
========= =========
Weighted average number of common
shares outstanding 4,280,500 4,280,500
========= =========
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</TABLE>
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<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Three Months Ended December 31, 1996 and 1995
(Unaudited)
<CAPTION>
Three Months Ended
Dec 31 Dec 31
1996 1995
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 53,135 $ 81,197
Service Revenue 158,451 143,410
Pager Sales 16,193 22,843
Front Page Sales 28,974 10,068
Interest Income 1,277 631
Other Revenue 6,502 12,968
--------- ---------
Total Revenue 264,532 271,117
--------- ---------
Operating cost and expenses:
Cost of Sales 93,270 122,234
Advertising & Promotion 7,020 2,233
Amortization 450 500
Depreciation 5,470 3,085
Entertainment 1,389 316
Insurance 8,100 6,704
Professional Fees 500 870
Maintenance & Repairs 2,945 5,673
Office Expense 4,734 3,390
Salaries & Wages 91,116 79,701
Postage & Shipping 5,480 4,617
Printing 1,570 1,112
Rent 13,683 8,725
Payroll Taxes & Benefits 10,033 8,376
Taxes & Licenses 66 1,913
Telephone 4,762 2,956
Utilities 649 1,244
Front Page & Phone Card - 0 - 3,834
Legal & Accounting 5,860 4,429
Miscellaneous 8,880 9,670
--------- ---------
Total Costs & Expenses 265,977 271,582
--------- ---------
Net Income Before Tax ( 1,445) ( 465)
Income Tax Expense ( 216) 2,665
--------- ---------
Net Income After Tax ($ 1,229) ($ 3,130)
Deficit Beginning of Period ( 597,030) ( 643,479)
--------- ---------
Deficit End of Period ($ 598,259) ($ 646,609)
========= =========
Income per Common Share (Note 4) ($ .000) ($ .001)
========= =========
Weighted average number of common
shares outstanding 4,280,500 4,280,500
========= =========
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</TABLE>
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<TABLE>
BEEPER PLUS, INC.
Statement of Cash Flows
(Unaudited)
<CAPTION>
Six months ended
Dec 31 Dec 31
1996 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ 18,785 $ 15,099
Depreciation 10,755 10,584
Amortization 900 1,000
(Increase) Decrease in:
Accounts Receivable 76,471 ( 14,707)
Inventories 1,289 21,105
Prepaid Expenses 4,144 15,384
Deferred Tax Asset 3,315 2,665
Increase (Decrease) in:
Accounts Payable ( 2,733) ( 2,223)
Accrued Expenses 1,599 ( 2,123)
Deferred Revenue ( 2,080) ( 1,670)
--------- ---------
NET OPERATING CASH 112,445 45,114
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures ( 5,579) - 0 -
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in:
Long-Term Debt - 0 - - 0 -
--------- ---------
Net Increase (Decrease) in cash 106,866 45,114
Cash, beginning of period 135,211 94,444
--------- ---------
Cash, end of period $ 242,077 $ 139,558
========= =========
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</TABLE>
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
December 31, 1996
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
December 31, 1996
NOTE 1 - Fixed Assets:
- ----------------------
Dec 31 June 30
1996 1996
--------- ---------
Furniture and Equipment $ 459,842 $ 454,262
Leasehold Improvements 12,380 12,380
--------- ---------
Total Fixed Assets 472,222 466,642
Accumulated Depreciation ( 436,560) ( 425,804)
--------- ---------
Net Fixed Assets $ 35,662 $ 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 $500
remaining to be amortized at December 31, 1996.
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 $36,000. No
payments have been made on loans from related parties for the
quarter ended December 31, 1996.
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
December 31, 1996
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 Six Months 12/31/96 ( 3,315)
---------
Balance at December 31, 1996 $ 97,210
=========
- 10 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
December 31, 1996
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 December 31, 1996 (unaudited),
and Statement of Operations for the six months ended December 31,
1995 and 1996.
Financial Condition:
- --------------------
As of December 31, 1996 the Company has working capital in the
amount of $248,424 compared to $220,248 as of June 30, 1996.
Operating activities provided a cash flow in the amount of $112,455
for the six months ended December 31, 1996. Management
anticipates that its operations should generate sufficient income
to cover operation expenses and debt services in future periods.
Results of Operations:
- ----------------------
During the six month period ended December 31, 1996, 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 $22,317 as compared
to the six month period ending December 31, 1995 while expenses
decreased by $26,653.
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
December 31, 1996
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
December 31, 1996
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> 6-MOS
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-START> Jul-01-1996
<PERIOD-END> Dec-31-1996
<CASH> 242077
<SECURITIES> 0
<RECEIVABLES> 49655
<ALLOWANCES> 19731
<INVENTORY> 25026
<CURRENT-ASSETS> 301498
<PP&E> 472222
<DEPRECIATION> (436560)
<TOTAL-ASSETS> 446270
<CURRENT-LIABILITIES> 53074
<BONDS> 0
<COMMON> 42805
0
0
<OTHER-SE> 350391
<TOTAL-LIABILITY-AND-EQUITY> 446270
<SALES> 538543
<TOTAL-REVENUES> 553178
<CGS> 188383
<TOTAL-COSTS> 188383
<OTHER-EXPENSES> 342695
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 22100
<INCOME-TAX> 3315
<INCOME-CONTINUING> 18785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18785
<EPS-PRIMARY> .004
<EPS-DILUTED> .004
</TABLE>
