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 12/31/97
Commission file number 33-5516-LA
Beeper Plus, Inc.
---------------------------------------------------------
(Exact Name of registrant as specified in its charter)
Nevada 88-0219239
- ------------------------------- ---------------------------
(State or other jurisdiction of (IRS Employer Identification
Incorporation or organization) Number)
3900 Paradise Road, Suite 201, Las Vegas, Nevada 89109
---------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 737-5560
---------------
- ------------------------------------------------------------------
Former name, 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 Dec 31, 1997
- -------------------------------------------------------------------------
Common Stock, par value $.01 per share 4,288,000
<PAGE>
Beeper Plus, Inc.
Form 10-Q
Quarter Ended December 31, 1997
TABLE OF CONTENTS
Page
PART I - Financial Information:
- -------------------------------
Item I - Financial Statements:
Compilation Letter 3
Balance Sheet 4
Statement of Operations and Deficit 5-6
Statement of Cash Flows 7
Summary of Significant Accounting Policies 8
Notes to Financial Statements 9-10
Item II - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11
PART II - Other Information: 12
- ----------------------------
Item 1 - Legal Proceedings.
Item 2 - Changes in Securities.
Item 3 - Defaults upon Senior Securities.
Item 4 - Submission of Matters to a Vote of Security
Holders.
Item 5 - Related Party Transactions.
Item 6 - Exhibits and Reports on Form 8-K.
- 2 -
<PAGE>
Joseph F. Zerga, Ltd.
Certified Public Accountants
2950 E Flamingo Rd, Ste L
Las Vegas, NV 89121
(702)732-2775
To the Board of Directors
and Stockholders of
Beeper Plus, Inc.
We have compiled the accompanying balance sheet of Beeper Plus, Inc. as of
December 31, 1997 and the related statements of operations, deficit, and cash
flows for the six months ended December 31, 1997 and 1996, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
The financial statements for the year ended June 30, 1997 were audited by us
and we expressed an unqualified opinion on them in our report dated September
16, 1997, but we have not performed any auditing procedures since that date.
Joseph F. Zerga
Las Vegas, Nevada
February 9, 1997
- 3 -
<PAGE>
<TABLE>
BEEPER PLUS, INC.
Balance Sheet
December 31, 1997 and June 30, 1997
<CAPTION>
Dec 30 June 30
1997 1997
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Currents Assets
Cash $ 320,235 $ 255,621
Accounts Receivable 59,979 55,734
Inventories 11,100 14,705
Other Current Assets 14,696 11,551
--------- ---------
Total Current Assets 406,010 337,611
--------- ---------
Fixed Assets:
Net of Depreciation (Note 1) 19,593 26,353
--------- ---------
Other Assets:
Distributorships, Net (Note 2) 10,600 11,000
Deferred Tax Assets (Note 5) 97,325 100,525
--------- ---------
Total Other Assets 107,925 111,525
--------- ---------
TOTAL ASSETS $ 533,528 $ 475,489
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Acounts Payable $ 1,128 $ 1,057
Other Accrued Expenses 3,617 13,789
Deferred Service Revenue 139,244 87,546
Deferred Revenue 0 1,650
Loans from Related Parties (Note 3) 26,000 26,000
--------- ---------
Total Current Liabilities 169,989 130,042
--------- ---------
Long-term debt - 0 - - 0 -
--------- ---------
Stockholders' Equity:
Common Stock 42,880 42,880
Additional Paid-in Capital 948,950 948,950
Accumulated Deficit ( 628,291) ( 646,383)
--------- ---------
Total Stockholders' Equity 363,539 345,447
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 533,528 $ 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 Six Months Ended December 31, 1997 and 1996
(Unaudited)
<CAPTION>
Six Months Ended
Dec 31 Dec 31
1997 1996
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 70,857 $ 90,260
Service Revenue 324,988 341,674
Pager Sales 25,304 38,808
Front Page Sales 71,085 67,801
Interest Income 2,845 2,270
Other Revenue 685 12,365
--------- ---------
Total Revenue 495,764 553,178
--------- ---------
Operating Costs and Expenses:
Cost of Sales 161,329 188,383
Advertising & Promotion 9,823 8,602
Amortization 400 900
Depreciation 7,329 10,755
Entertainment 1,167 1,534
Insurance 14,770 18,890
Professional Fees 4,045 864
Maintenance & Repairs 4,246 8,284
Office Expense 6,223 8,233
Salaries & Wages 170,920 175,243
Postage & Shipping 2,588 14,238
Printing 1,788 3,674
Rent 26,570 27,195
Payroll Taxes & Benefits 21,002 19,524
Taxes & Licenses 2,841 426
Telephone 5,852 11,339
Utilities 1,958 2,454
Front Page & Phone Card -0- 983
Legal & Accounting 15,207 13,025
Miscellaneous 16,414 16,532
--------- ---------
Total Costs and Expenses 474,472 531,078
--------- ---------
Net Income Before Tax 21,292 22,100
Income Tax Expense 3,200 3,315
--------- ---------
Net Income After Tax $ 18,092 $ 18,785
Deficit Beginning of Period ( 646,383) ( 617,044)
--------- ---------
Deficit End of Period ($ 628,291) ($ 598,259)
========= =========
Income per Common Share (Note 4) $ .004 $ .004
========= =========
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 December 31, 1997 and 1996
(Unaudited)
<CAPTION>
Three Months Ended
Dec 31 Dec 31
1997 1996
--------- ---------
<S> <C> <C>
Revenue & Income:
Distribution Revenue $ 41,211 $ 53,135
Service Revenue 142,854 158,451
Pager Sales 14,113 16,193
Front Page Sales 29,695 28,974
Interest Income 1,429 1,277
Other Revenue 0 6,502
--------- ---------
Total Revenue 229,302 264,532
--------- ---------
Operating Costs and Expenses:
Cost of Sales 86,570 93,270
Advertising & Promotion 2,714 7,020
Amortization 200 450
Depreciation 3,665 5,470
Entertainment 1,028 1,389
Insurance 5,411 8,100
Professional Fees 4,045 500
Maintenance & Repairs 2,069 2,945
Office Expense 1,962 4,734
Salaries & Wages 82,671 91,116
Postage & Shipping 686 5,480
Printing 1,337 1,570
Rent 13,563 13,683
Payroll Taxes & Benefits 9,869 10,033
Taxes & Licenses 55 66
Telephone 2,321 4,762
Utilities 739 649
Legal & Accounting 6,575 5,860
Miscellaneous 9,976 8,880
--------- ---------
Total Costs & Expenses 235,456 265,977
--------- ---------
Net Income Before Tax ( 6,154) ( 1,445)
Income Tax Expense ( 900) ( 216)
--------- ---------
Net Income After Tax ($ 5,254) ($ 1,229)
Deficit Beginning of Period ( 623,037) ( 597,030)
--------- ---------
Deficit End of Period ($628,291) ($598,259)
========= =========
Income per Common Share (Note 4) ($ .001) ($ .000)
========= =========
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 Six Months Ended December 31, 1997 and 1996
(Unaudited)
<CAPTION>
Six Months Ended
Dec 31 Dec 31
1997 1996
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ 18,092 $ 18,785
Depreciation 7,329 10,755
Amortization 400 900
(Increase) Decrease in:
Accounts Receivable ( 4,246) 76,471
Inventories 3,605 1,289
Other Current Assets ( 3,145) 4,144
Deferred Tax Asset 3,200 3,315
Increase (Decrease) in:
Accounts Payable 71 ( 2,733)
Accrued Expenses ( 10,172) 1,599
Deferred Revenue 50,048 ( 2,080)
--------- ---------
NET OPERATING CASH 65,182 112,445
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures ( 568) ( 5,579)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt -0- -0-
--------- ---------
Net Increase (Decrease) in cash 64,614 106,866
Cash, beginning of period 255,621 135,211
--------- ---------
Cash, end of period $ 320,235 $ 242,077
========= =========
<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
December 31, 1997
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The Company:
- ------------
Beeper Plus, Inc. (the Company) was incorporated under the laws of the state
of Nevada on March 25, 1986. On March 31, 1986, the Company acquired Dial-A-
Score, Inc. a Nevada corporation which was incorporated on July 5, 1985. Dial-
A-Score, Inc. was a privately held company with one stockholder, who is also a
director of the Company. Because Dial-A-Score was under common control for
accounting purposes, it is considered to be the predecessor of the Company.
The Company 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
December 31, 1997
NOTE 1 - Fixed Assets:
- ----------------------
Dec 31 June 30
1997 1997
--------- ---------
Furniture and Equipment $ 272,338 $ 271,770
Leasehold Improvements 12,380 12,380
--------- ---------
Total Fixed Assets 284,718 284,150
Accumulated Depreciation ( 265,125) ( 257,797)
--------- ---------
Net Fixed Assets $ 19,593 $ 26,353
========= =========
NOTE 2 - Distributorships:
- --------------------------
The Company purchased the Dallas distributorship on April 11, 1996 for $12,000.
The asset was recorded at cost and is amortizable over a period of fifteen
years.
NOTE 3 - Loans from Related Parties:
- ------------------------------------
Loans from related parties consist of a non-interest bearing note due to share-
holder Jamie Thompson in the amount of $26,000. There were no payments to
related parties in the six months ended December 31, 1997.
NOTE 4 - Earnings per Share:
- ----------------------------
The computation of earnings per share is based on the weighted average number
of outstanding common shares.
- 9 -
<PAGE>
Beeper Plus, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
December 31, 1997
NOTE 5 - Income Taxes:
- ----------------------
The Company has net operationg loss carryforwards to fiscal 1997-98 of
$664,205, which if not utilized will expire as follows:
Year Ending
June 30,
-----------
2003 $ 187,083
2004 308,251
2005 168,871
---------
TOTAL $ 664,205
=========
During 1994 the Company adopted FASB Statement 109 on accounting for income
taxes. The deferred tax asset for the net operating loss above is as follows:
Deferred Tax Asset
------------------
Balance at June 30, 1994 $ 114,060
Used for Fiscal 1995 ( 5,314)
---------
Balance at June 30, 1995 108,746
Used for Fiscal 1996 ( 8,221)
---------
Balance at June 30, 1996 100,525
Used for Fiscal 1997 ( -0-)
---------
Balance at June 30, 1997 $ 100,525
Used for Three Months Ended 9/30/97 ( 3,200)
---------
Balance at December 31, 1997 $ 97,325
=========
- 10 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
December 31, 1997
Item II - Management's Discussion and
Analysis of Financial Condition
and Results of Operations.
Financial Statements:
- ---------------------
In the opinion of Management, the accompanying Financial Statements contain all
adjustments which are normal and of a recurring nature and necessary to present
fairly Beeper Plus, Inc.'s Balance Sheet as of June 30, 1997 (audited) and
December 31, 1997 (unaudited), and Statement of Operations for the six months
ended December 31, 1996 and 1997.
Financial Condition:
- --------------------
As of December 31, 1997 the Company has working capital in the amount of
$236,021 compared to $207,569 as of June 30, 1997. Operating activities provided
a cash flow in the amount of $65,182 for the six months ended December 31,
1997. Management anticipates that its operations should generate sufficient
income to cover operating expenses and debt services in future periods.
Results of Operations:
- ----------------------
During the six month period ended December 31, 1997, the Company continued
its pursuit of promoting and selling its product "The Front Page" to paging
carriers located throughout the United States and has continued its operation
of the "Sports Page" product throughout the country. Revenues decreased by
$57,414 as compared to the six month period ending December 31, 1996 while
expenses decreased by $56,606.
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, 1997
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
- ---------------------------
The Company has filed suit against a distributor for breach of contract and a
judgement has been obtained. No monies have been obtained, however, collection
porcedures have been implemented.
ITEM 2 - Changes in Securities:
- -------------------------------
None.
ITEM 3 - Defaults Upon Senior Securities:
- -----------------------------------------
Not Applicable.
ITEM 4 - Submission of Matters to a Vote of Security Holders:
- -------------------------------------------------------------
None.
ITEM 5 - Related Party Transactions:
- ------------------------------------
See Note 3 to Financial Statements.
ITEM 6 - Exhibits and Reports on Form 8-K:
- ------------------------------------------
Not Applicable.
- 12 -
<PAGE>
Beeper Plus, Inc.
Form 10-Q
December 31, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Beeper Plus, Inc.
(Registrant)
By Basil B. Newton 02/10/98
----------------------- -------------
Basil B. Newton Date
President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-START> Jul-01-1997
<PERIOD-END> Dec-31-1997
<CASH> 320235
<SECURITIES> 0
<RECEIVABLES> 148948
<ALLOWANCES> 88969
<INVENTORY> 11100
<CURRENT-ASSETS> 406010
<PP&E> 284718
<DEPRECIATION> (265125)
<TOTAL-ASSETS> 533528
<CURRENT-LIABILITIES> 169989
<BONDS> 0
<COMMON> 42880
0
0
<OTHER-SE> 320659
<TOTAL-LIABILITY-AND-EQUITY> 533528
<SALES> 492919
<TOTAL-REVENUES> 495764
<CGS> 161329
<TOTAL-COSTS> 161329
<OTHER-EXPENSES> 313143
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 21292
<INCOME-TAX> 3200
<INCOME-CONTINUING> 18092
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18092
<EPS-PRIMARY> .004
<EPS-DILUTED> .004
</TABLE>
