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 03/31/98
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, 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 March 31, 1998
- -------------------------------------------------------------------------
Common Stock, par value $.01 per share 4,288,000
<PAGE>
Beeper Plus, Inc.
Form 10-Q
Quarter Ended March 31, 1998
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: 12-13
- ----------------------------
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, 1998 and the related statements of operations, deficit, and cash
flows for the nine months ended March 31, 1998 and 1997, 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
May 4, 1998
- 3 -
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Balance Sheet
March 31, 1998 and June 30, 1997
<CAPTION>
March 31 June 30
1998 1997
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Currents Assets
Cash $ 298,301 $ 255,621
Accounts Receivable (Note 5) 48,570 55,734
Inventories 16,635 14,705
Other Current Assets 18,520 11,551
--------- ---------
Total Current Assets 382,026 337,611
--------- ---------
Fixed Assets:
Net of Depreciation (Note 1) 17,640 26,353
--------- ---------
Other Assets:
Distributorships, Net (Note 2) 10,400 11,000
Deferred Tax Assets (Note 6) 96,409 100,525
--------- ---------
Total Other Assets 106,809 111,525
--------- ---------
TOTAL ASSETS $ 506,475 $ 475,489
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Acounts Payable $ 1,470 $ 1,057
Other Accrued Expenses 4,067 13,789
Deferred Service Revenue 116,165 89,196
Loans from Related Parties (Note 3) 16,000 26,000
--------- ---------
Total Current Liabilities 137,702 130,042
--------- ---------
Long-term debt - 0 - - 0 -
--------- ---------
Stockholders' Equity:
Common Stock 42,880 42,880
Additional Paid-in Capital 948,950 948,950
Accumulated Deficit ( 623,057) ( 646,383)
--------- ---------
Total Stockholders' Equity 368,773 345,447
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 506,475 $ 475,489
========= =========
<FN>
see accountant's report and notes to financial statements
- 4 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Nine Months Ended March 31, 1998 and 1997
(Unaudited)
<CAPTION>
Nine Months Ended
March 31 March 31
1998 1997
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 100,782 $ 138,955
Service Revenue 469,712 491,235
Pager Sales 30,657 49,253
Front Page Sales 95,841 109,302
Interest Income 4,216 3,656
Other Revenue 685 13,541
--------- ---------
Total Revenue 701,893 805,942
--------- ---------
Operating Costs and Expenses:
Cost of Sales 209,580 266,185
Advertising & Promotion 10,288 8,971
Amortization 600 1,350
Bad Debts -0- 48,023
Depreciation 11,032 16,226
Entertainment 1,202 1,667
Insurance 20,930 25,187
Professional Fees 6,529 7,646
Maintenance & Repairs 4,988 10,517
Office Expense 8,951 11,842
Salaries & Wages 258,960 257,118
Postage & Shipping 4,532 19,035
Printing 3,892 4,790
Rent 40,208 40,854
Payroll Taxes & Benefits 32,101 30,032
Taxes & Licenses 3,276 1,349
Telephone 8,656 14,783
Utilities 2,557 3,340
Front Page & Phone Card -0- 983
Legal & Accounting 24,600 20,887
Miscellaneous 21,569 25,173
--------- ---------
Total Costs and Expenses 674,451 815,958
--------- ---------
Net Income Before Tax 27,442 ( 10,016)
Income Tax Expense 4,116 -0-
--------- ---------
Net Income After Tax $ 23,326 $( 10,016)
Deficit Beginning of Period ( 646,383) ( 617,044)
--------- ---------
Deficit End of Period $(623,057) $(627,060)
========= =========
Income per Common Share (Note 4) $ .005 $( .002)
========= =========
Weighted Average Number of
Common Shares Outstanding 4,288,000 4,280,500
========= =========
<FN>
see accountant's report and notes to financial statements
- 5 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Operations and Deficit
For the Three Months Ended March 31, 1998 and 1997
(Unaudited)
<CAPTION>
Three Months Ended
March 31 March 31
1998 1997
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 29,925 $ 48,695
Service Revenue 144,724 149,561
Pager Sales 5,353 10,445
Front Page Sales 24,756 41,501
Interest Income 1,371 1,386
Other Revenue 0 1,176
--------- ---------
Total Revenue 206,129 252,764
--------- ---------
Operating Costs and Expenses:
Cost of Sales 48,251 77,802
Advertising & Promotion 465 369
Amortization 200 450
Bad Debts -0- 48,023
Depreciation 3,703 5,471
Entertainment 35 133
Insurance 6,160 6,297
Professional Fees 2,484 6,782
Maintenance & Repairs 742 2,233
Office Expense 2,728 3,609
Salaries & Wages 88,040 81,875
Postage & Shipping 1,944 4,797
Printing 2,104 1,116
Rent 13,638 13,659
Payroll Taxes & Benefits 11,099 10,508
Taxes & Licenses 435 923
Telephone 2,804 3,444
Utilities 599 886
Legal & Accounting 9,393 7,862
Miscellaneous 5,155 8,641
--------- ---------
Total Costs & Expenses 199,979 284,880
--------- ---------
Net Income Before Tax 6,150 ( 32,116)
Income Tax Expense 916 ( 3,315)
--------- ---------
Net Income After Tax $ 5,234 $( 28,801)
Deficit Beginning of Period ( 628,291) ( 598,259)
--------- ---------
Deficit End of Period ($623,057) $(627,060)
========= =========
Income per Common Share (Note 4) $ .001 $( .007)
========= =========
Weighted Average Number of
Common Shares Outstanding 4,288,000 4,280,500
========= =========
<FN>
see accountant's report and notes to financial statements
- 6 -
</TABLE>
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Statement of Cash Flows
For the Nine Months Ended March 31, 1998 and 1997
(Unaudited)
<CAPTION>
Nine Months Ended
March 31 March 31
1998 1997
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ 23,326 $( 10,016)
Depreciation 11,032 16,226
Amortization 600 1,350
(Increase) Decrease in:
Accounts Receivable 7,164 52,543
Inventories ( 1,930) 4,194
Other Current Assets ( 6,969) 4,119
Deferred Tax Asset 4,116 -0-
Increase (Decrease) in:
Accounts Payable 413 ( 3,043)
Accrued Expenses ( 9,722) 1,183
Deferred Revenue 26,969 66,600
--------- ---------
NET OPERATING CASH 54,999 133,156
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures ( 2,319) ( 5,579)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt ( 10,000) ( 10,000)
--------- ---------
Net Increase (Decrease) in cash 42,680 117,577
Cash, beginning of period 255,621 135,211
--------- ---------
Cash, end of period $ 298,301 $ 252,788
========= =========
<FN>
see accountant's report and notes to financial statements
- 7 -
</TABLE>
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1998
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.
- 8 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1998
NOTE 1 - Fixed Assets:
- ----------------------
March 31 June 30
1998 1997
--------- ---------
Furniture and Equipment $ 274,089 $ 271,770
Leasehold Improvements 12,380 12,380
--------- ---------
Total Fixed Assets 286,469 284,150
Accumulated Depreciation ( 268,829) ( 257,797)
--------- ---------
Net Fixed Assets $ 17,640 $ 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
shareholder Jamie Thompson. $10,000 was repaid on this note in March of 1998.
The remaining balance as of March 31, 1998 was $16,000.
NOTE 4 - Earnings per Share:
- ----------------------------
The computation of earnings per share is based on the weighted average number
of outstanding common shares.
NOTE 5 - Accounts Receivable:
- -----------------------------
Accounts Receivable at March 31, 1998 in the amount of $137,539 are shown net
of allowance for doubtful accounts at March 31, 1998 in the amount of $88,969.
- 9 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1998
NOTE 6 - 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 Nine Months Ended 3/31/98 ( 4,116)
---------
Balance at March 31, 1998 $ 96,409
=========
- 10 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 1998
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 March 31, 1998 (unaudited), and Statement of Operations for the nine months
ended March 31, 1998 and 1997.
Financial Condition:
- --------------------
As of March 31, 1998 the Company has working capital in the amount of $244,324
compared to $207,569 as of June 30, 1997. Operating activities provided cash
flow in the amount of $54,999 for the nine months ended March 31, 1998.
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, 1998, 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
$104,049 as compared to the nine month period ending March 31, 1997 while
expenses decreased by $141,507.
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, 1998
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, collec-
tion 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:
- -------------------------------------------------------------
Voted to allow the Board of Directors and Officers of the Company to acquire
additional technologies and/or other companies; Voted to allow the Board of
Directors of the Company to raise additional capital by obligating the Company
to debt positions and/or the issuance of equity in the Company; Voted to
ratify the firm of Joseph F. Zerga, Ltd. as the Company's independent CPA's
for the fiscal year ending June 30, 1998. Voted to elect Officers and Dir-
ectors as follows:
President: Frank DeRenzo
Secretary/Treasurer: Thomas Nevitt
Directors: Basil B. Newton; May C. Newton; Kevin Persinger;
Frank DeRenzo; Robert Muniz; Hugo V. Cianciulli;
Rodd Buckle.
ITEM 5 - Related Party Transactions:
- ------------------------------------
See Note 3 to Financial Statements.
ITEM 6 - Exhibits and Reports on Form 8-K:
- ------------------------------------------
Form 8-K filed and accepted April 2, 1998, SEC accession number 0000793595-98-
000002, is summarized as follows:
On March 6, 1998, in a private transaction, Maven Enterprises, Inc., a Nevada
Corporation, purchased 362,500 shares of the Company's Voting, Common Stock
from Samuel A. Francis. Total consideration for the stock purchase was
$50,000. Maven Enterprises, Inc. used corporate funds to purchase 8.45% of the
issued and outstanding Voting Common Stock of Beeper Plus, Inc. Samuel A.
Francis is no longer the beneficial owner of any of the Company's outstanding
Common Stock.
- 12 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 1998
PART II - OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K (Continued):
- ------------------------------------------------------
On March 13, 1998, in a private transaction, through a Stock Purchase and Sale
Agreement, which is attached hereto and incorporated by reference as Exhibit
A, Maven Enterprises, Inc., a Nevada Corporation, purchased a total of
1,604,513 shares of Voting Common Stock from the following: 886,600 shares
from Basil B. Newton, the President and Chairman of the Board of the Company;
631,413 shares from May C. Newton, the Secretary and Director of the Company;
39,500 shares form Jerry Roberts; 29,000 shares from Henry S. Kripitz; and
18,000 shares from Rita Atol Daffner. Total consideration for the stock pur-
chase was $300,000 and 5,000 shares of Maven Enterprises, Inc.'s 7% Cumula-
tive Voting Preferred Stock. Maven Enterprises, Inc. used corporate funds
and treasury stock to purchase 37.42% of the issued and outstanding Voting
Common Stock of Beeper Plus, Inc. The sellers referred to in this paragraph
are no longer the beneficial owners of any of the Company's outstanding Voting
Common Stock.
To current management's knowledge, Maven Enterprises, Inc. now owns 45.87% of
Beeper Plus, Inc.'s issued and outstanding Voting Common Stock.
On March 20, 1998, as part of the transaction, Hugo V. Cianciulli, Frank De
Renzo, Rodd Buckle and Robert Muniz were elected to the Board of Directors of
Beeper Plus, Inc.
Exhibit A-Stock Purchase and Sale Agreement
- -------------------------------------------
This stock purchase agreement by and between Basil B. Newton, May C. Newton,
and representing certain other family members, (hereinafter "Newton") Sellers,
and Maven Enterprises, Inc., (hereinafter "Maven") Purchaser shall be as
follows:
Whereas for and in consideration of $300,000, the receipt of which is hereby
acknowledged, together with 5,000 shares of the 7% Cumulative Voting Preferred
Stock of Maven Enterprises, Inc., as set forth in that certain Private Place-
ment Memorandum dated March 2, 1998, Newton hereby transfers the full and non-
assessable ownership of 1,604,513 shares of Beeper Plus, Inc., common capital
stock to Maven.
Both Parties hereto agree to execute all documents to effect the transfer and
to execute and cause to be filed all necessary disclosures required by the
United States Securities and Exchange Commission.
Agreed to and executed this 13th day of March, 1998.
- 13 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
March 31, 1998
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 Frank DeRenzo 05/09/98
----------------------- -------------
Frank DeRenzo Date
President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-START> Jul-01-1997
<PERIOD-END> Mar-31-1998
<CASH> 298301
<SECURITIES> 0
<RECEIVABLES> 137539
<ALLOWANCES> 88969
<INVENTORY> 16635
<CURRENT-ASSETS> 382026
<PP&E> 286469
<DEPRECIATION> (268829)
<TOTAL-ASSETS> 506475
<CURRENT-LIABILITIES> 137702
<BONDS> 0
<COMMON> 42880
0
0
<OTHER-SE> 325893
<TOTAL-LIABILITY-AND-EQUITY> 506475
<SALES> 697677
<TOTAL-REVENUES> 701893
<CGS> 209580
<TOTAL-COSTS> 209580
<OTHER-EXPENSES> 464871
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 27442
<INCOME-TAX> 4116
<INCOME-CONTINUING> 23326
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23326
<EPS-PRIMARY> .005
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