BEEPER PLUS
ANNUAL REPORT
Year Ended June 30, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended June 30, 1998
Commission File Number: 33-5516-LA
Beeper Plus, Inc.
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0219239
- ------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
3900 Paradise Road, Ste 201 Las Vegas, NV 89109
- -----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 737-5560
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports re-
quired 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 reg-
istrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X NO
As of June 30, 1998, 4,288,000 shares of Common Stock of Beeper Plus, Inc. were
outstanding. The aggregate market value of the common stock held by persons
other than officers and directors of the Registrant and holders of more than
10% of the Registrant's common stock was approximately $660,579. (Based upon
the average of the opening bid and low asked prices of these shares).
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<PAGE>
Beeper Plus, Inc.
Form 10-K
June 30, 1998
TABLE OF CONTENTS
Page
ITEM 1. Business 3-6
ITEM 2. Properties 6
ITEM 3. Legal Proceedings 6
ITEM 4. Submission of Matters to a Vote of Security Holders 7
ITEM 5. Market for the Registrant's Common Equity and Related
Security Holder Matters 8
ITEM 6. Selected Financial Data 9
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-10
ITEM 8. Financial Statements and Supplementary Data 10
ITEM 9. Disagreements on Accounting and Financial Disclosure 10
ITEM 10. Directors and Executive Officers of the Registrant 11-12
ITEM 11. Executive Compensation 12-13
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management 13-14
ITEM 13. Certain Relationships and Related Transactions 14-15
ITEM 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 15-16
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<PAGE>
PART I
ITEM 1. BUSINESS
- -----------------
A. General Development of the Business
- --------------------------------------
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 entered into a
Plan and Agreement of Merger with Dial-a-Score, Inc. (Dial), a Nevada Corpor-
ation, to acquire all of its assets and outstanding shares of Common Stock from
its sole shareholder.
The Company disseminates sports information utilizing contracted paging services
directly to customers nationwide, including Hawaii, Alaska 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. The distributors in each territory
enter into Distribution Agreements which provide that a percentage or minimum
as per their contract of gross revenues earned by the distributor is paid to the
Company. Also pursuant to the Agreement, the distributor is typically required
to pay the Company a minimum monthly fee, thus ensuring a minimum monthly
revenue for the Company.
On August 5, 1998, the Company made a filing with the Nevada Secretary of State,
which reported that the Board of Directors had approved an amendment to the
Company's articles of incorporation (the "Articles") changing the Company's
name to "Maven Sports Page, Inc." Shortly thereafter, the Company was inform-
ed that the ticker symbol for the Company's common stock had been changed from
BEPP to MAVN.
An amendment to the Articles requires approval of the Company's shareholders,
such an amendment to change the Company's name was not submitted to a share-
holder vote. It is, therefore, the Company's position that its corporate name
continues to be "Beeper Plus, Inc." The Company does not propose to amend the
Articles to change the corporate name, and it has authorized necessary actions
to be taken to (i) cause the Nevada Secretary of State's records to be correct-
ed to reflect accurately the Company's name as "Beeper Plus, Inc." and (ii)
change the ticker symbol back to BEPP or to a substantially similar symbol which
reflects the correct corporate name.
B. Financial Information About Industry Segment
- -----------------------------------------------
The Company operates in mainly one industry segment, involving the dissemination
of computer data sports information. However, the Company has introduced
another product to the industry known as "The Front Page" which involves the
dissemination of computer data news information.
C. Narrative Description of Businesses
- --------------------------------------
The Company has been marketing its sports information service nationwide, in-
cluding Hawaii, Alaska and the Caribbean. To date, the Company has continued
to enter into additional markets without utilizing distributors. The Company
maintains two existing distributorship contracts in Hawaii and New England.
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<PAGE>
ITEM 1. BUSINESS (Continued)
- ----------------------------
C. Narrative Description of Businesses (Continued)
- --------------------------------------------------
The Company, through its contracted paging services throughout the country, com-
municates sports information to customers through a hand-held battery operated
alpha-numeric pager called The Sports Page. The Company has terminated distrib-
utorships in Chicago, Dallas, Maryland, Florida and Northern California, and
has started to service these territories directly through contracted paging
services.
The Sports Page displays a variety of sports data on a four-line LCD screen.
Three different wire services feed information to The Sports Page through a
series of satellite transmissions that originate at a particular sporting event
and are sent to a home-base computer and uplink facility in Las Vegas. From
Las Vegas, signals are sent through satellite to transmitters positioned in
cities around the country. These local transmitters then relay UHF, VHF and 900
MHz signals to The Sports Page, within a 30 to 150 mile radius of their loca-
tion. The Sports Page displays information about sporting events on its LCD
screen, including partial and final scores, game schedules, pitching changes,
injuries and weather conditions and can also be utilized as a personal pager.
The information displayed on The Sports Page is updated as often as every three
minutes. The three wire services used by the Company are "The Sports Network"
(TSN), "The Sports Wire", and Don Best. The arrangements are not exclusive and
the wire services have other customers. The Company is not required to maintain
paging licenses. Such licenses to provide personal paging services are held by
paging companies that have contracts to provide paging services on behalf of the
Company (the Company acts as a reseller of personal paging services). The
pagers used by the customers are sold by the Company.
The Company intends to continue expansion into other information markets at such
time as the demand arises. The Company will be using the same methods of trans-
mitting information.
On March 23, 1992, the Company signed a joint venture agreement with NDC
"National Dispatch Center" located in San Diego, California. Beeper Plus, Inc.
and NDC together shall sell and promote the Front Page product. The product
name has been changed to "News-Master/Front Page". In February 1993, the
Company entered into a contract with National Dispatch Center (NDC) such that
NDC will conduct all the monthly billing for all Front Page Subscribers. Beeper
Plus, Inc. will maintain and enhance the product and continue in sales and mar-
keting. The types of news provided in the "The Front Page" service include
headline and top story updates, weather forecasts, daily business reports, daily
sporting event results and television listings and weekly entertainment head-
lines and listings. The information sources utilized by the "The Front Page"
service include various wire services such as U.P.I. and T.S.N. Information up-
dates are provided in excess of fifty times a day.
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<PAGE>
ITEM 1. BUSINESS (Continued)
- ----------------------------
C. Narrative Description of Businesses (Continued)
- --------------------------------------------------
Accessing the Sports Information
--------------------------------
Access to the Company's sports information is designed with an eye towards con-
venience. The Sports Page provides immediate sports information, updated
weather and racing results. For instance, during the professional and college
football season, the scores of every professional game and the most actively
watched college football games are displayed on the pager throughout the course
of the event.
The Sports Page alerts the customer when a new score is received by displaying
a message of the most current score and team names of the contestants. Upon
being alerted by the pager, the customer presses a button on the pager and the
desired team name and score is displayed. This same process is utilized to
alert the customer to injuries, weather conditions, racing results, hockey
results, short stories related to sports events, statistics, probable pitchers
for baseball, results of boxing matches and other sports news.
Market and Marketing
--------------------
Currently the Company has no intention to engage any distributor for any new
territory. The Company has been and will be marketing its products directly.
The Company will continue to rely on current distributors and their ability to
successfully market The Sports Page product in their territories. The Sports
Page has received national recognition in newspapers and magazines throughout
the country.
New Products
------------
The Company is continuing to research new products and improve existing
products, including providing wagering tips by subscription service to hand
held beepers and by telephone 900 line.
Competition
-----------
The dissemination of sports information is a competitive industry. There are a
number of entities which could be considered direct or indirect competition with
the Company in disseminating sports information. The Company, at this time, has
identified several other companies in direct competition which disseminate
sports information by virtue of a hand-held pager, one of which is a former
terminated distributor of the New York, New Jersey, and Philadelphia territory.
Indirect competition comes from cable television sports channels, commercial
television sports new programs, sports information periodicals, the sports sec-
tion of newspapers, radio, direct dial "900" score lines and online computer
services.
Management
----------
An annual meeting of shareholders was held on March 20, 1998 in Las Vegas,
Nevada. The following persons were elected as Directors of the Company until
the next annual meeting of stockholders and until their successors are duly
elected and qualified: Basil B. Newton, May C. Newton, Kevin L. Persinger,
Hugo V. Cianciulli, Frank H. DeRenzo, Robert Muniz and Rodd Buckle. Effective
July 1, 1998, Robert Muniz resigned from the Board of Directors and effective
August 24, 1998, Basil B. Newton and May c. Newton resigned from the Board of
Directors.
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<PAGE>
ITEM 1. BUSINESS (Continued)
- ----------------------------
C. Narrative Description of Businesses (Continued)
- --------------------------------------------------
Management (Continued)
----------------------
Also as of March 20, 1998, Frank H. DeRenzo was elected President and Thomas J.
Neavitt was elected Secretary and Treasurer. As of July 14, 1998, Herb Jensen
was elected Secretary and Treasurer. As of June 30, 1998, the Company has
twenty technical, administrative and clerical personnel.
On October 12, 1998, the Board of Directors reappointed Basil B. Newton and
appointed Thomas J. Neavitt as directors to fill two vacancies on the Board.
Also on that date, the Board removed Rodd Buckle and Herb Jensen from all
officer positions which they held with the Company and appointed Mr. Neavitt
as Secretary and Treasurer.
D. Financial Information About Foreign and Domestic Operations and Export Sales.
- --------------------------------------------------------------------------------
The Company has no foreign operations or export sales. The Company's operations
are within the United States, primarily in the State of Nevada. The financial
information regarding its domestic operations in the United States is contained
in the Financial Statements included in this report.
ITEM 2. PROPERTIES
- -------------------
The Company owns no real property. The Company does not own or lease any paging
transmitters. The Company has arrangements with the paging companies which pro-
vide for priority transmission rights. The Company, as of March 1, 1989, moved
all of its facilities to one office space area located at 3900 Paradise Road,
Suite 201, Las Vegas, Nevada and as of June 25, 1998 has leased the additional
space of suite 200. The office space is leased from a non-affiliated lessor and
is approximately 3,500 square feet. The term of the lease is 36 months begin-
ning June 25, 1998 and ending June 30, 2001. The base minimum monthly rent for
the term of this lease is: $5,400 per month for June 25, 1998 to June 24, 1999;
$5,600 per month for June 25, 1999 to June 24, 2000; and $5,800 per month for
June 25, 2000 to June 30, 2001. Future minimum lease payments are as follows:
Year Ended June 30, 1999 $ 64,800
2000 67,200
2001 69,600
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
None.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
An annual meeting of shareholders was held on March 20, 1998 in Las Vegas,
Nevada. The following matters were submitted to a vote of security holders:
Joseph F. Zerga, Ltd. was appointed as auditor for the fiscal year ended June
30, 1998. The following persons were elected as Directors of the Company until
the next annual meeting of stockholders and until their successors are duly
elected and qualified: Basil B. Newton; May C. Newton; Kevin L. Persinger;
Hugo V. Cianciulli; Frank H. DeRenzo; Robert Muniz; and Rodd Buckle. Effective
July 1, 1998, Robert Muniz resigned from the Board of Directors and effective
August 24, 1998, Basil B. Newton and May c. Newton resigned from the Board of
Directors.
The stockholders have approved the acquisition of additional technologies and/
or companies and allowed the Board of Directors and Officers of the Company to
raise additional capital.
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS
- -------------------------------------------------------------------------------
The Company's Common Stock, par value $.01, is currently listed on the Bulletin
Board. The Company's registration statement was declared effective by the
Securities and Exchange Commission on June 20, 1986. As of its fiscal year
end, June 30, 1998, there were no trades through the National Association of
Securities Dealers. The Bulletin Board does not constitute an established
public market as described in item 201(a)(1) of Regulation S-K.
See "ITEM 1. BUSINESS; A. General Description of the Business" herein regarding
the Company's corporate name and the ticker symbol for the Company's common
stock.
The market price information for the common equity pursuant to Item 201(a)(i)
(iii) for each quarter from January 1, 1996, through June 30, 1998, was as
follows:
Bid Prices Asked Price
High Low High Low
---- --- ---- ---
1996 First Quarter $ .030 .020 .080 .080
Second Quarter .040 .010 .080 .080
Third Quarter .040 .040 .095 .080
Fourth Quarter .050 .040 .095 .080
1997 First Quarter .050 .050 .095 .080
Second Quarter .050 .050 .095 .095
Third Quarter .050 .050 .080 .070
Fourth Quarter .050 .050 .070 .070
1998 First Quarter .150 .040 .280 .080
Second Quarter .938 .031 1.000 .047
The above bid and asked quotations represent prices between dealers and do not
include retail markup, markdown or commission. They do not represent actual
transactions and have not been adjusted for stock dividends or splits.
No dividends have been declared with respect to the Common Stock since the
Company's inception, and the Company does not anticipate paying dividends in the
foreseeable future. However, there are no restrictions on the ability of the
Company to declare dividends on its common stock.
On June 30, 1998, the approximate number of holders of record of the Company's
$.01 par value Common Stock was 250.
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<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
<TABLE>
Year Ended June 30
<CAPTION>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating Revenue $ 867,652 $1,024,509 $1,150,270 $1,335,881 $1,341,292
Net Income (Loss) (66,990) (29,340) 44,666 30,111 232,095
Net Income (Loss)
Per Common Share
Outstanding (.02) (.01) .01 .01 .06
Balance Sheet Data
- ------------------
Working Capital
(Deficiency) 136,253 207,569 220,249 149,678 36,510
Total Assets 439,568 475,489 430,699 397,819 556,203
Total Liabilities 161,111 130,042 56,287 68,073 262,068
Stockholders'
Equity 278,457 345,447 374,412 329,746 294,135
Long Term Debt - 0 - - 0 - - 0 - - 0 - - 0 -
</TABLE>
The Company has not paid any dividends on its stock.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------
Liquidity and Capital Reserves
------------------------------
As of June 30, 1998, the Company has working capital of $136,253 compared to
$207,569 in fiscal year ended June 30, 1997. Operating activities used
$11,645 of cash flow, investing activities used $7,254 for the purchase of
furniture and equipment and financing activities used $10,000 for the repay-
ment of related party loans. Net cash decreased by $28,899 during the year.
The Company had no lines of credit or other financing arrangement in place at
June 30, 1998, however, on August 17, 1998, the Company secured a line of
credit with Community Bank of Nevada in the amount of $160,000, maturity date
August 13, 1999, secured by Certificate of Deposit in the amount of $160,000.
As of September 21, 1998, $160,000 has been drawn on the line of credit,
$60,000 to cover operating expenses and $100,000 has been loaned to Maven
Properties, Inc., a related party to Maven Enterprises, Inc. ("MEI"), a 45.87%
shareholder in the Company, at 8% interest, due and payable November 4, 1998.
See "ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" herein for
information concerning these transactions.
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
- -----------------------------------------
Liquidity and Capital Reserves (Continued)
------------------------------------------
As of August 31, 1998, the Company has entered into an agreement with Edge
Capital Investment Company, LLC to coordinate a campaign to raise additional
investment capital in the one to two million dollar range.
Results of Operations
---------------------
Fiscal Year Ended June 30, 1998 Compared to
Fiscal Year Ended June 30, 1997
-------------------------------
During the fiscal year ended June 30, 1998, revenues were $867,652 as compared
to $1,024,509 for fiscal year ended June 30, 1997, representing a decline in
revenue of $156,857 in fiscal 1998. The Company's statement of operations for
the fiscal year ended June 30, 1998 reflects a net loss of $66,990, compared
to a net loss of $29,340 in fiscal 1997.
Fiscal Year Ended June 30, 1997 Compared to
Fiscal Year Ended June 30, 1996
-------------------------------
During the fiscal year ended June 30, 1997, revenues were $1,024,509 as compared
to $1,150,270 for the fiscal year ended June 30, 1996, representing a decline
in revenue of $125,761 in fiscal 1997. The Company's statement of operations
for the fiscal year ended June 30, 1997, reflects a net loss of $29,340,
compared to net income of $52,887 in fiscal 1996. Bad debts in the amount of
$69,523 for accounts for which collection is deemed to be doubtful were recog-
nized in the year ended June 30, 1997.
Fiscal Year Ended June 30, 1996 Compared to
Fiscal Year Ended June 30, 1995
-------------------------------
During the fiscal year ended June 30, 1996, revenues were $1,150,270 as compared
to $1,335,881 for the fiscal year ended June 30, 1995, representing a decline
in revenue of $185,611 in fiscal 1996. Despite this decline in revenue, the
Company's 1996 statement of operations reflects net income of $52,887, an
increase of $17,462 from fiscal 1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
See Index to Financial Statements on page 19.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------
No disagreements with Accountants for the year ended June 30, 1998.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The following table sets forth certain information regarding each director and
executive officer of the Company:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Basil B. Newton 74 President and Director.
May C. Newton 72 Secretary/Treasurer and Director.
Kevin Persinger 31 Director and Computer Programmer.
Frank H. DeRenzo 62 President and Director.
Thomas J. Neavitt - Secretary/Treasurer and Director
Hugo V. Cianciulli 47 Director and Vice President.
Herb Jensen 40 Secretary/Treasurer.
Rodd Buckle 41 Director.
</TABLE>
The Directors of the Company are elected to hold office until the next annual
meeting of shareholders and until their respective successors are duly elected
and qualified. Officers of the Company serve at the discretion of the Board of
Directors and are appointed by the Board of Directors. Basil Newton and May
Newton are husband and wife.
Basil B. Newton was president/part owner of various casinos in London, England
and St. Maarten Island in the Caribbean. Mr. Newton developed the idea of
disseminating major league sports results through alpha-numeric paging systems
and established Beeper Plus, Inc. to undertake such a venture. Mr. Newton was
appointed Vice-President by the Board of Directors on April 15, 1988, and was
elected President of Beeper Plus, Inc. on October 5, 1992. Mr. Newton resigned
his position as President effective March 20, 1998 and resigned from the Board
of Directors effective August 24, 1998. Basil B. Newton was reappointed to the
Board of Directors on October 12, 1998.
May C. Newton had prior banking experience before joining Beeper Plus, Inc. at
its inception. Mrs. Newton held the position of Vice-President of Operations
and is also a Director of the Company. Mrs. Newton holds the position as Chief
Financial Officer and Secretary/Treasurer of the Company. May C. Newton resigned
her positions as Secretary/Treasurer effective March 20, 1998 and resigned from
the Board of Directors effective August 24, 1998.
Kevin Persinger was elected as Director of the Company on March 10, 1995. Kevin
Persinger joined the Company on September 18, 1990 as Computer Operator and was
promoted to Computer Programmer. He holds an associate degree in Business In-
formation Systems.
Frank H. DeRenzo was elected President and Director of the Company on March
20, 1998. He also serves as President and Director of Maven Enterprises, Inc.
of Las Vegas, NV, a media company within the gaming industry since 1997. His
full-time position is Vice-President of gaming sales for Trans-Lux Corporation,
the leading manufacturer of LED Displays worldwide.
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<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- -----------------------------------------------------------------------
Hugo V. Cianciulli was elected as Director of the Company on March 20, 1998.
Worked twelve years as District Supervisor for Mekesson Corporation. Worked
for Texas Securities as Vice President Corporate Finance. Worked for American
Growth Capital in Corporate Finance, Mergers and Acquisitions. Worked for
Growth Capital Resources in Financing.
Thomas J. Neavitt was appointed Secretary and Treasurer of the Company on Oct-
ober 12, 1998. Mr. Neavitt was also appointed as a director on that date to fill
a vacancy on the Board of Directors. Mr. Neavitt has a lifetime background in
business management and accounting. He previously held positions as President
of Eagle Lock Corporation of Terryville, Connecticut (1970 to 1975), President
of TR-3 Chemical Corporation of Orange, California (1976 to 1982), and Presi-
dent of Red Bird Petroleum Corporation of Houston, Texas (1982 to 1990). Since
1990, Mr. Neavitt has been semi-retired and living in Las Vegas.
Herb Jensen was elected Secretary and Treasurer of the Company on July 14,
1998. Herb Jensen has been the Director of Finance with Maven Enterprises, Inc.
of Las Vegas since 1995, was Accounting Manager for A&B Tool Company of Old
Hickory, TN from 1994 to 1995, was Manufacturing Manager with Shelby Manufac-
turing of Anguilla, MS from 1985 to 1994.
Rodd Buckle was elected as Director of the Company on March 20, 1998. Founder
and CEO of Maven Enterprises, Inc. of Las Vegas, NV, a media company within
the gaming industry since 1997. Sales executive with Impact Broadcast Marketing
of Nashville, TN, marketing advertising packages to network television stations.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The following table sets forth the total compensation paid by the Company for
its fiscal year ending June 30, 1998, to each of the executive officers of the
Company. During the fiscal years ending June 30, 1996, 1997, and 1998, no
Officer or Director of the Company received cash remuneration in excess of
$60,000. There are no standard arrangements for the compensation of directors.
<TABLE>
<CAPTION>
Capacity Compensation
Name Served Year Ended June 30
- ---- ------ ------------------
<S> <C> <C> <C> <C>
1998 1997 1996
---- ---- ----
Basil Newton(i) President, Director $ 46,150 $37,721 $36,753
May Newton(i) Sec/Treas, Director 13,200 13,471 13,255
Frank H. DeRenzo(ii) President, Director 3,400 0 0
Hugo V. Cianciulli(ii) Director 10,800 0 0
Kevin Persinger Director 33,850 32,522 31,355
-------- ------- -------
All Officers and Directors as a group $107,400 $83,714 $81,363
======== ======= =======
</TABLE>
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
- -------------------------------------------
(i) Basil B. Newton and May C. Newton resigned their positions as President
and Secretary/Treasurer, respectively, effective March 20, 1998 and re-
signed from the Board of Directors effective August 24, 1998. Basil B.
Newton was reappointed to the Board of Directors on October 12, 1998.
(ii) Elected to positions on the Board of Directors and/or to the Corporate
Offices indicated effective March 20, 1998.
No retirement, pension, profit sharing or similar program has been adopted by
the Company. No warrants or options are currently outstanding and none have
been granted to any Officer, Director or other employee of the Company. The
Company may offer stock bonuses, stock options, profit sharing or pension plans
to key employees or executive officers of the Company in such amounts and upon
such conditions as the Board of Directors may in its sole discretion determine.
On April 28, 1989 the Board of Directors approved the development of an Employee
Stock Option Plan and the issuance of 500,000 shares of stock for this purpose.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
A. Security Ownership of Certain Beneficial Owners
- ---------------------------------------------------
The persons set forth on the chart below are known to the Company to be the
beneficial owners of more than 5% of the Company's outstanding Common Stock:
<TABLE>
<CAPTION> Number of Percentage
Name/Address Shares Owned Owned
- ------------ ----------- ----------
<S> <C> <C>
Cede & Company (i) 1,039,553 24.24%
P.O. Box 20
Bowling Green Station
New York, NY 10004
Maven Enterprises, Inc. (MEI)(ii)(iii) 1,967,013 45.87%
45 Country Club Lane
Las Vegas, NV 89109
</TABLE>
(i) CEDE & Company is a nominee for Depository Trust Company. The Company
has been unable to determine how many shareholders this represents.
(ii) Rodd Buckle, a Company director, is the Chairman of the Board, Chief Exec-
utive Officer and a principal beneficial owner of the voting stock of MEI.
Frank H. DeRenzo, the Company's President and a director, holds positions
as a director and President of MEI. To the Company's knowledge, Mr. Buckle
owns approximately 44.5%, Mr. DeRenzo owns approximately 8.9%, Hugo V.
Cianciulli, a director and Vice President of the Company, owns approxi-
mately 6.2%, and Thomas J. Neavitt, a director, Secretary and Treasurer
of the Company, owns approximately 3.6% of MEI's voting stock.
- 13 -
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Cont)
- ------------------------------------------------------------------------------
(iii) As discussed in note (ii) above, Mr. Buckle may be deemed the beneficial
owner of the Company's common stock held by MEI. In addition to MEI's
stock holdings, Mr. Buckle is the record owner of 80,000 shares of the
Company's common stock. Mr. DeRenzo disclaims beneficial ownership of the
Company's common stock owned by MEI and he has advised the Company that
as a director and President of MEI, he has made no voting or investment
decisions regarding Company stock owned by MEI.
B. Security Ownership of Management
- ------------------------------------
Information concerning the number and percentage of shares of the Company's
outstanding Common Stock beneficially owned by Officers and Directors is set
forth on the chart below.
<TABLE>
<CAPTION>
Number of Percentage
Name Shares Owned Owned
- --------- ------------ ----------
<S> <C> <C>
Rodd Buckle (i)(ii) 80,000 1.87%
Kevin Persinger 4,500 0.10%
---------- ------
All Officers & Directors as a Group 84,500 1.97%
========== ======
</TABLE>
(i) In addition to Mr. Buckle's direct ownership of 80,000 shares of the
Company's common stock, he may be deemed the beneficial owner of 1,967,013
shares of such common stock owned by MEI, which would constitute an aggre-
gate of 47.74% of the outstanding common stock.
(ii) Mr. DeRenzo, a director and President of MEI, disclaims beneficial own-
ership of the Company's common stock held by MEI.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
At June 30, 1998, the Company owed one shareholder a total of $16,000, $10,000
was repaid during the year ended June 30, 1998. This loan has been classified
as a current liability, as no specific due dates have been determined. This
loan does not provide for interest payment and its terms are as favorable to
the Company as those which could have been obtained from a third party in an
arm's length transaction.
On August 17, 1998, the Company obtained a $160,000 line of credit with Commun-
ity Bank of Nevada (the "Line of Credit"), secured by a Company certificate of
deposit in the same amount. On September 4, 1998, Maven Properties, Inc. (MPI),
a related party to MEI, borrowed $100,000 from the Company to satisfy an obli-
gation of MEI. The note, at 8% interest per annum, is due on November 4, 1998
and lists security for the loan as the property located at 1711 E Desert Inn
Road, Las Vegas, NV 89109. The note refers to a Deed of Trust executed by MPI
on this property, however, no Deed of Trust has been recorded with the Clark
County Recorders office. The Line of Credit was used for this transaction. See
"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" herein
for a discussion of relationships which certain directors and executive officers
of the Company have with MEI.
- 14 -
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
- -------------------------------------------------------------------
It is the position of the Company's Board of Directors that neither it nor the
Company's President authorized the Line of Credit, the pledging of the certif-
icate of deposit, or the loan to MPI to satisfy the obligation of MEI. It is the
position of Mr. DeRenzo, the President and a director of both the Company and
MEI, that neither he, in his respective positions with the two companies, nor
the MEI Board of Directors approved any of the transactions described above.
At a meeting on October 12, 1998, the Board of Directors removed Rodd Buckle and
the Secretary/Treasurer from their executive officer positions with the Company
and terminated their signature authority over Company bank accounts. Also at
that meeting, the Board of Directors appointed Basil B. Newton and Thomas J.
Neavitt as directors to fill vacancies on the Board and appointed Mr. Neavitt
as Secretary and Treasurer of the Company.
Thereafter, the Board of Directors passed resolutions formally censuring Mr.
Buckle based on the Board's determination that Mr. Buckle took, or caused to be
taken, the following actions without Company authorization: (i) payments by the
Company to Mr. Buckle; (ii) issuance and use of Company credit cards; (iii)
change of Company bank accounts and designation of signatories on the accounts;
and (iv) procuring the Line of Credit, pledging the Company's certificate of
deposit and making the Loan to MPI, as discussed above.
IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
Attached hereto as EXHIBIT A are the financial statements and supplementary
data required by Item 8 of this form. Schedules other than those listed above
are omitted for the reason that they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto. Columns omitted from the schedules filed have been omitted because
the information is not applicable.
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., (MEI) 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. MEI used corporate funds to purchase 8.45% of the issued and outstand-
ing 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.
- 15 -
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Cont)
- --------------------------------------------------------------------------------
On March 13, 1998, in a private transaction, through a Stock Purchase and Sale
Agreement, which is attached hereto, MEI purchased a total of 1,604,513 shares
of the Company's 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 from Jerry Roberts; 29,000 shares from Henry S. Kripitz; and 18,000
shares from Rita Atol Daffner. Total consideration for the stock purchase was
$300,000 and 5,000 shares of MEI's 7% Cumulative Voting Preferred Stock. MEI
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, MEI 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
DeRenzo, Rodd Buckle and Robert Muniz were elected to the Board of Directors
of Beeper Plus, Inc.
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 "MEI") 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 MEI as set forth in that certain Private Placement Memorandum dated
March 2, 1998, Newton hereby transfers the full and nonassessable ownership of
1,604,513 shares of Beeper Plus, Inc., common capital stock to MEI.
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.
- 16 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its be-
half by the undersigned, thereunto duly authorized.
Beeper Plus, Inc.
-----------------
(Registrant)
Frank H. DeRenzo 10/20/98
By ----------------------------------- Dated ------------
Frank H. DeRenzo, President
Thomas J. Neavitt 10/20/98
By ----------------------------------- Dated ------------
Thomas J. Neavitt, Secretary/Treasurer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Frank H. DeRenzo 10/20/98
By ---------------------------------- Dated ------------
Frank H. DeRenzo, Director
Kevin Persinger 10/20/98
By ---------------------------------- Dated ------------
Kevin Persinger, Director
Hugo V. Cianciulli 10/20/98
By ---------------------------------- Dated ------------
Hugo V. Cianciulli, Director
Basil B. Newton 10/20/98
By ---------------------------------- Dated ------------
Basil B. Newton, Director
Thomas J. Neavitt 10/20/98
By ---------------------------------- Dated ------------
Thomas J. Neavitt, Director
- 17 -
<PAGE>
EXHIBIT A
Financial Statements
of
Beeper Plus, Inc.
Years Ended June 30, 1998, 1997 and 1996
- 18 -
<PAGE>
Beeper Plus, Inc.
Years Ended June 30, 1998, 1997 and 1996
TABLE OF CONTENTS
Page #
------
Independent Auditor's Report 20
Financial Statements:
Balance Sheet 21
Statement of Operations and Deficit 22
Statement of Cash Flows 23
Statement of Shareholders' Equity 24
Summary of Significant Accounting Policies
and Notes to Financial Statements 25-30
- 19 -
<PAGE>
Joseph F. Zerga, Ltd.
2950 E Flamingo Rd, Ste L
Las Vegas, NV 89121
(702) 732-2775
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors
Beeper Plus, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheets of Beeper Plus, Inc. as of
June 30, 1998 and 1997 and the related statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
June 30, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing stand-
ards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by man-
agement, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beeper Plus, Inc. as of June
30, 1998 and 1997 and the results of operations and its cash flows for each of
the years in the three-year period ended June 30, 1998, in conformity with gen-
erally accepted accounting principles.
Las Vegas, Nevada Joseph F. Zerga
October 16, 1998
- 20 -
<PAGE>
Beeper Plus, Inc.
Balance Sheet
June 30, 1998 and 1997
<TABLE>
ASSETS
<CAPTION> 1998 1997
---- ----
<S> <C> <C>
Current Assets:
Cash (Note 2) $226,722 $255,621
Accounts Receivable, Net (Note 3) 49,301 55,734
Inventories 8,426 14,705
Other Current Assets 12,915 11,551
-------- --------
Total Current Assets 297,364 337,611
-------- --------
Furniture, Fixtures & Equipment
Net of Depreciation (Note 4) 18,404 26,353
--------- --------
Other Assets:
Deposits 5,450 0
Distributorships, Net (Note 5) 10,200 11,000
Deferred Tax Assets (Note 6) 108,150 100,525
-------- --------
Total Other Assets 123,800 111,525
-------- --------
TOTAL ASSETS $439,568 $475,489
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 4,886 $ 1,057
Other Accrued Expenses 2,587 13,789
Deferred Service Revenue (Note 3) 137,638 89,196
Loans from Related Parties (Note 7) 16,000 26,000
-------- --------
Total Current Liabilities 161,111 130,042
-------- --------
Long-term Debt (Note 8) -0- -0-
-------- --------
Stockholders' Equity:
Common stock, par value $.01 per share;
authorized 10,000,000 shares; issued
and outstanding 4,288,000 42,880 42,880
Additional Paid-In Capital 948,950 948,950
Accumulated Deficit (713,373) (646,383)
-------- --------
Total Stockholders' Equity 278,457 345,447
-------- --------
TOTAL LIABILITIES EQUITY $439,568 $475,489
======== ========
<FN>
see accountants report and notes to financial statements
</TABLE>
- 21 -
<PAGE>
Beeper Plus, Inc.
Statement of Operations and Deficit
For the Years Ended June 30, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
REVENUE:
Distribution Revenue $ 119,200 $ 197,860 $ 309,522
Service Revenue 608,460 616,713 605,233
Pager Sales 35,488 53,282 59,499
Front Page Sales 103,819 143,192 128,864
Interest Income 5,571 5,044 2,005
Other Revenue 685 13,462 47,152
---------- ---------- ----------
TOTAL REVENUE 873,223 1,029,553 1,152,275
---------- ---------- ----------
OPERATING COSTS AND EXPENSES:
Cost of Sales 267,281 335,636 449,700
Advertising and Promotion 11,964 9,080 6,436
Amortization (Note 5) 800 1,800 2,200
Bad Debts 11,106 69,523 165
Depreciation (Note 4) 15,203 17,247 27,484
Entertainment 2,578 2,092 618
Insurance 30,291 31,013 29,247
Professional Fees 23,417 12,050 11,633
Maintenance and Repairs 12,909 11,221 18,505
Office Supplies and Expense 14,822 11,966 26,270
Salaries and Wages 358,929 342,693 309,263
Postage and Shipping 10,062 21,991 24,398
Printing 5,052 5,378 4,599
Office Rent 55,509 53,170 53,230
Payroll Taxes and Other Benefits 43,710 40,274 33,934
Taxes and Licenses 3,276 2,534 4,828
Telephone 11,276 17,494 19,345
Utilities 3,563 4,367 4,832
Front Page & Phone Card Expense 0 983 18,016
Legal and Accounting 29,838 26,639 24,656
Miscellaneous 36,252 41,742 30,029
---------- ---------- ----------
TOTAL COSTS AND EXPENSES 947,838 1,058,893 1,099,388
---------- ---------- ----------
Net Income Before Tax (74,615) (29,340) 52,887
Income Tax Expense (Loss
Benefit) (Note 6) (7,625) 0 8,221
---------- ---------- ----------
Net Income After Tax $ (66,990) $ (29,340) $ 44,666
Deficit Beginning of Period (646,383) (617,043) (661,709)
---------- ---------- ----------
Deficit End of Period $ (713,373) $ (646,383) $ (617,043)
========== ========== ==========
Income per Common Share (Note 4) $ (.016) $ (.007) $ .010
Weighted Average Number of ========== ========== ==========
Common Shares Outstanding 4,288,000 4,280,500 4,280,500
========== ========== ==========
<FN>
see accountants report and notes to financial statements
</TABLE>
- 22 -
<PAGE>
Beeper Plus, Inc.
Statement of Cash Flows
For the Years Ended June 30, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash Flow from Operating Activities:
Net Income (Loss) $ (66,990) $ (29,340) $ 44,666
Depreciation 15,203 17,247 27,484
Amortization 800 1,800 2,200
Loss on Disposal of Assets 0 11,437 0
Issuance of Stock as Compensation 0 375 0
(Increase) Decrease In:
Accounts Receivable 6,433 75,093 (50,122)
Inventories 6,279 11,610 25,310
Other Current Assets (1,364) (2,936) 6,794
Deposits (5,450) 0 0
Deferred Tax Asset (7,625) 0 8,221
Increase (Decrease) In:
Accounts Payable 3,829 (7,900) (7,027)
Accrued Expenses (11,202) 8,268 1,921
Deferred Revenue 48,442 58,955 (6,680)
--------- --------- ---------
Net Cash from Operating Activities (11,645) 144,609 52,767
--------- --------- ---------
Cash Flows from Investing Activities:
Capital Expenditures (7,254) (14,199) 0
Distributorship Purchased 0 0 (12,000)
--------- --------- ---------
Net Cash from Investing Activities (7,254) (14,199) (12,000)
--------- --------- ---------
Cash Flows from Financing Activities:
Principal Paid to Related Parties (10,000) (10,000) 0
Incumbrance of Long-Term Debt 0 0 0
--------- --------- ---------
Net Cash from Financing Activities (10,000) (10,000) 0
--------- --------- ---------
Net Increase (Decrease) in Cash (28,899) 120,410 40,767
Cash at Beginning of Period 255,621 135,211 94,444
--------- --------- ---------
Cash at End of Period $ 226,722 $ 255,621 $ 135,211
========= ========= =========
Supplemental Disclosures:
Interest Paid 0 0 0
Issuance of Stock as Compensation 0 375 0
<FN>
see accountants report and notes to financial statements
</TABLE>
- 23 -
<PAGE>
Beeper Plus, Inc.
Statement of Shareholders' Equity
For the Years Ended June 30, 1998, 1997 and 1996
<TABLE>
<CAPTION> Add'l
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance 6/30/95 4,280,500 $42,805 $948,650 $(661,709) $329,746
Net Income 44,666 44,666
--------- ------- -------- --------- --------
Balance 6/30/96 4,280,500 42,805 948,650 (617,043) 374,412
Common Stock
Issued in lieu
of compensation 7,500 75 300 375
Net Loss (29,340) (29,340)
--------- ------- -------- ---------- --------
Balance 6/30/97 4,288,000 42,880 948,950 (646,383) 345,447
Net Loss (66,690) (66,690)
--------- ------- -------- --------- --------
Balance 6/30/98 4,288,000 $42,880 $948,950 $(713,373) $278,457
========= ======= ======== ========= ========
<FN>
see accountants report and notes to financial statements.
</TABLE>
- 24 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies and
Notes to Financial Statements
For the Years Ended June 30, 1998, 1997, and 1996
NOTE 1 - 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 was 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 opera-
tions.
Amortization:
- ------------
The Company amortizes new distributorships purchased over 15 years.
Deferred Revenue:
- -----------------
Deferred revenue results from cash received from customers for the prepayment
of services to be provided. The revenue is recognized when the customer is
billed for the services provided.
Estimates:
- ----------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of management's estimates.
Earnings per Share:
- ------------------
The computation of earnings per share is based on the weighted average number of
outstanding common shares.
- 25 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies and
Notes to Financial Statements
For the Years Ended June 30 1998, 1997, and 1996
NOTE 2 - Cash:
- --------------
A summary of cash at June 30, 1998 is as follows:
Citibank Nevada, N.A.
Non-Interest Bearing, Checking $ 58,673
Non-Interest Bearing, Payroll Acct 2,537
Interest Bearing, Savings 165,372
Other Cash
Petty Cash 140
---------
Total Cash $ 226,722
Federal Depository Insured 100,000
---------
Uninsured $ 126,722
=========
NOTE 3 - Accounts Receivable:
- -----------------------------
Accounts Receivable consist of amounts due from service customers and distrib-
utors and is shown on the balance sheet net of allowance for doubtful accounts.
Prepayments on account by service customers and distributors is shown as a cur-
rent liability and the revenue is recognized when the customer is billed for
the services provided. Accounts Receivable at June 30, 1998 and 1997 are as
follows:
1998 1997
---------- ----------
Accounts Receivable $ 149,376 $ 144,703
Allowance for Doubtful Accounts (100,075) (88,969)
---------- ----------
Net Accounts Receivable $ 49,301 $ 55,734
========== ==========
Prepayments on Account $ 137,638 $ 89,196
========== ==========
NOTE 4 - Furniture, Fixtures and Equipment:
- -------------------------------------------
<TABLE>
<CAPTION>
June 30 June 30 June 30
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed Assets
- ------------
Balance at Beginning of Year $284,150 $466,642 $466,642
Additions 7,254 14,199 0
Disposals 0 (196,691) 0
-------- -------- --------
Balance at End of Year $291,404 $284,150 $466,642
======== ======== ========
Accumulated Depreciation
- ------------------------
Balance at Beginning of Year $257,797 $425,804 $398,320
Expenses 15,203 17,247 27,484
Disposals 0 (185,254) 0
-------- -------- --------
Balance at End of Year $273,000 $257,797 $425,804
======== ======== ========
</TABLE>
- 26 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies and
Notes to Financial Statements
For the Years Ended June 30, 1998, 1997, and 1996
NOTE 4 - Furniture Fixtures and Equipment (Continued):
- ------------------------------------------------------
<TABLE>
<CAPTION>
Service
Life 1998 1997 1996
------- -------- -------- --------
<S> <C> <C> <C> <C>
Furniture, Fixtures
and Equipment 5 - 7 $279,024 $271,770 $454,262
Leasehold Improvements 5 12,380 12,380 12,380
-------- -------- --------
Total Fixed Assets 291,404 284,150 466,642
Less Accumulated Depreciation (273,000) (257,797) (425,804)
-------- -------- --------
Net Fixed Assets $ 18,404 $ 26,353 $ 40,838
======== ======== ========
</TABLE>
NOTE 5 - Distributorship:
- ------------------------
On April 11, 1996, the Company purchased the Dallas distributorship from Arthur
Stevens for $12,000. The asset was recorded at cost and is amortizable over a
period of fifteen years.
NOTE 6 - Income Taxes
- ---------------------
The Company has net operating loss carryforwards of $721,012 which if not
utilized will expire as follows:
<TABLE>
<CAPTION>
NOL Carryover Year Expires For Financial
Ending June 30 June 30 Reporting Purposes
-------------- ------- ------------------
<S> <C> <C> <C>
1988 2003 $ 187,083
1989 2004 308,251
1990 2005 168,871
1998 2013 56,807
---------
$ 721,012
=========
</TABLE>
During 1994, the Company adopted FASB Statement 109 on accounting for income
taxes. The components of deferred tax assets are as follows:
Deferred Tax Asset at June 30, 1994 $ 114,060
Less Deferred Tax Used as of June 30, 1995 (5,314)
---------
Deferred Tax Asset at June 30, 1995 108,746
Less Deferred Tax Used as of June 30, 1996 ( 8,221)
---------
Deferred Tax Asset at June 30, 1996 100,525
Less Deferred Tax Used as of June 30, 1997 -0-
---------
Deferred Tax Asset at June 30, 1997 100,525
Plus Tax Benefit of losses for Year ended 6/30/98 7,625
---------
$ 108,150
=========
- 27 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies and
Notes to Financial Statements
For the Years Ended June 30, 1998, 1997, and 1996
NOTE 7 - Loans to and from Related Parties:
- -------------------------------------------
Loans from related parties include the following:
1998 1997 1996
Notes Payable to Shareholders (Jamie ------- ------- -------
Thompson) Non-Interest Bearing $16,000 $26,000 $36,000
======= ======= =======
Payment on this note in the amount of $10,000 each were made in March of 1998
and February of 1997. No other payments have been made on loans from related
parties for the three year period ended June 30, 1998.
Subsequent to the balance sheet date, on September 4, 1998, the Company loaned
$100,000 to Maven Properties, Inc., a related party to Maven Enterprises, Inc.,
a 45.87% shareholder in the Company, at 8% interest, due and payable on
November 4, 1998 (see Note 10 - Subsequent Events).
NOTE 8 - Long-Term Debt:
- ------------------------
The Company had no Long-Term Debt obligations during the three year period
ended June 30, 1998.
NOTE 9 - Commitments and Contingencies:
- ---------------------------------------
Operating Leases:
- -----------------
The Company leases approximately 3,500 square feet of office space at 3900
Paradise Road, Suite 200-201, Las Vegas, Nevada under a non-cancelable oper-
ating lease from a non-affiliated lessor (see Item 2 Form 10-K). The term of
the lease is 36 months beginning June 25, 1998 and ending June 30, 2001. The
future minimum monthly and annual lease payments for the term of this lease
are as follows:
Monthly Annual
------- ---------
Year Ended June 30, 1999 $ 5,400 $ 64,800
2000 5,600 67,200
2001 5,800 69,600
---------
$ 201,600
=========
- 28 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies and
Notes to Financial Statements
For the Years Ended June 30, 1998, 1997, and 1996
NOTE 10 - Subsequent Events:
- ----------------------------
As of August 31, 1998, the Company has entered into an agreement with Edge
Capital Investment, LLC to coordinate a campaign to raise additional invest-
ment capital in the one to two million dollar range.
In September of 1998, the Company began providing wagering tips by subscrip-
tion service to a hand held beeper and by telephone 900 line.
On August 5, 1998, the Company made a filing with the Nevada Secretary of State,
which reported that the Board of Directors had approved an amendment to the
Company's articles of incorporation (the "Articles") changing the Company's name
to "Maven Sports Page, Inc." Shortly thereafter, the Company was informed that
the ticker symbol for the Company's common stock had been changed from BEPP to
MAVN.
An amendment to the Articles requires approval of the Company's shareholders,
such an amendment to change the Company's name was not submitted to a share-
holder vote. It is, therefore, the Company's position that its corporate name
continues to be "Beeper Plus, Inc." The Company does not propose to amend the
Articles to change the corporate name, and it has authorized necessary actions
to be taken to (i) cause the Nevada Secretary of State's records to be corrected
to reflect accurately the Company's name as "Beeper Plus, Inc." and (ii) change
the ticker symbol back to BEPP or to a substantially similar symbol which
reflects the correct corporate name.
On August 17, 1998, the Company secured a line of credit with Community Bank of
Nevada (the "Line of Credit") in the amount of $160,000, maturity date August
13, 1999, secured by Certificate of Deposit in the amount of $160,000. $160,000
has subsequently been drawn on the line of credit.
On September 4, 1998, Maven Properties, Inc. (MPI, a related party to Maven
Enterprises, Inc. (MEI), a 45.87% shareholder in the Company, borrowed $100,000
from the Company to satisfy an obligation of MEI. The note, at 8% interest per
annum, is due on November 4, 1998 and lists security for the loan as the prop-
erty located at 1711 E Desert Inn Road, Las Vegas, NV 89109. The note refers to
a Deed of Trust executed by MPI on this property, however, no Deed of Trust has
been recorded with the Clark County Recorders office. The Line of Credit was
used for this transaction.
- 29 -
<PAGE>
NOTE 10 - Subsequent Events (Continued)
- ---------------------------------------
It is the position of the Company's Board of Directors that neither it nor the
Company's President authorized the line of Credit, the pledging of the certifi-
cate of deposit, or the loan to MPI to satisfy the obligation of MEI. It is the
position of Mr. DeRenzo, the President and a director of both the Company and
MEI, that neither he, in his respective positions with the two companies, nor
the MEI Board of Directors approved any of the transactions described above.
On October 12, 1998, the Board of Directors reappointed Basil B. Newton and
appointed Thomas J. Neavitt as directors to fill two vacancies on the Board.
Also on that date, the Board removed Rodd Buckle and Herb Jensen from all
officer positions which they held with the Company and appointed Mr. Neavitt as
Secretary and Treasurer.
- 30 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-START> Jul-01-1997
<PERIOD-END> Jun-30-1998
<CASH> 226722
<SECURITIES> 0
<RECEIVABLES> 149376
<ALLOWANCES> 100075
<INVENTORY> 8426
<CURRENT-ASSETS> 297364
<PP&E> 291404
<DEPRECIATION> 273000
<TOTAL-ASSETS> 439568
<CURRENT-LIABILITIES> 161111
<BONDS> 0
<COMMON> 42880
0
0
<OTHER-SE> 235577
<TOTAL-LIABILITY-AND-EQUITY> 439568
<SALES> 867652
<TOTAL-REVENUES> 873223
<CGS> 267281
<TOTAL-COSTS> 267281
<OTHER-EXPENSES> 680557
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (74615)
<INCOME-TAX> (7625)
<INCOME-CONTINUING> (66990)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66990)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
