Page 1 of 17
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Period Ended: SEPTEMBER 30, 1996
------------------
Commission File No.: 33-128
------
SYNERGY MEDIA, INC.
---------------------
(Exact name of registrant as specified in its charter.)
NEVADA 87-0443269
------ ----------
(State of other jurisdict of (I.R.S. Employer Identification No.)
incorporation or organization)
OMAHA, NEBRASKA
-----------------------------------------------------
Registrant's telephone number, including area code: (402) 346-4638
--------------
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
------ ------
The number of shares outstanding of the issuer's Common Stock:
Class: Outstanding (at APRIL 10, 1997)
------ ------------------------------
Common Stock, 11,802,897
$0.001 par value
Page 2 of 17
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
ITEM 1
Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II: OTHER INFORMATION
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .13
Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . .13
Submission of Matters to a Vote of Security Holders. . . . . . . . . . . .13
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Exhibits and Press Releases . . . . . . . . . . . . . . . . . . . . . . .15
Page 3 of 17
PART I
Item 1: Financial Statements
SYNERGY MEDIA, INC. FINANCIAL STATEMENTS (UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial
position and results of operations for the periods presented have been made.
These financial statements should be read in conjunction with the
accompanying notes, and with the historical information of the Company.
Page 4 of 17
SYNERGY MEDIA, INC.
Balance Sheets
(Unaudited)
September 30, 1996 and 1995
Sep. 30, 1996 Sep. 30, 1995
-------------- -------------
ASSETS
Current Assets
Cash $ -0- $ -0-
Accounts Receivable 51,623 16,812
Other Receivables 193,445 -0-
---------- ----------
Total Current Assets 245,068 16,812
Property, Plant and Equipment 201,517 113,102
Less Accumulated Depreciation (72,255) (22,811)
---------- ----------
Net Property, Plant and Equipment 129,262 90,291
Other Assets
Deposits 1,600 1,600
Goodwill (Net of amortization) 144,413 -0-
--------- ----------
Total Other Assets 146,013 1,600
--------- ----------
Total Assets 520,343 108,703
========== =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Notes Payable to Bank 100,000 -0-
Notes Payable Other 29,511 39,523
Accounts Payable 507,747 91,971
Accrued Expenses 90,613 11,065
-------- --------
Total Current Liabilities 727,871 187,598
Stockholders' Equity
Common Stock 50,000,000
Shares Authorized at $0.001 Par Value
6,541,053 Shares Issued and Outstanding 6,181 2,099
Paid in Capital 2,614,044 458,573
Accumulated (Deficit) (2,827,753) (539,567)
---------- ---------
Total Stockholder's Equity (207,528) (78,895)
---------- ---------
Total Liabilities and Stockholders' Equity $ 520,343 $ 108,703
========== =========
Page 5 of 17
SYNERGY MEDIA, INC.
Statements of Operations
For the Nine Months Ended
(Unaudited)
September 30, 1996 and 1995
SEP. 30, 1996 SEP. 30, 1995
-------------- --------------
Revenues
Sales $384,042 $244,817
Expenses
Cost of Sales 364,340 40,050
Selling, General and Administrative 1,415,890 256,979
Depreciation and Amortization 40,121 19,413
Interest Expense 28,961 6
Loss on Investments 627,269 - 0 -
---------- ---------
Total Expenses 2,476,581 316,448
---------- ---------
Net(Loss) $ (2,092,539) $ (71,631)
============ ==========
Weighted Average Shares Outstanding
Primary 3,827,877 462,140
Fully Diluted 6,081,659 462,140
Loss Per Share
Primary (0.55) (0.15)
Fully Diluted (0.34) (0.15)
The accompanying notes are an integral part of these financial
statements.
Page 6 of 17
SYNERGY MEDIA, INC.
Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30, 1996 and 1995
Sep. 30, 1996 Sep. 30, 1995
------------- -------------
Cash Flow from Operating Activities
Net (Loss) $(2,092,539) $ (71,631)
Adjustments to Reconcile Net (Loss)
to Net Cash from Operating Activities
Amortization and Depreciation 40,121 19,413
Loss on Investments 700 - 0 -
Stock Issued for Consulting Fees 97,032 - 0 -
Change in Assets and Liabilities
Accounts Receivable (41,137) (14,896)
Other Receivables (193,445) 900
Accounts Payable 372,299 64,402
Accrued Expenses 65,139 11,065
---------- ---------
Net Cash from Operating Activities (1,751,830) 9,253
Cash Flows from Investing Activities
Acquisition of Property, Plant and Equipment (64,194) (90,264)
Cash Flows from Financing Activities
Change in Notes Payable (69,850) 60,233
Equity funding 1,885,874 20,000
--------- -------
Net Cash from Financing 1,816,024 80,233
--------- -------
Increase (Decrease) in Cash - 0 - (778)
Cash at Beginning of Period - 0 - 778
--------- -------
Cash at end of Period $ - 0 - $ - 0 -
========= =======
Disclosure of Non-cash Transactions
Acquisition of Synergy Communications, Inc
via Issuance of 750,000 shares of Stock $ 281,250 $ -0-
========== =====
The accompanying notes are an integral part of these financial
statements
Page 7 of 17
SYNERGY MEDIA, INC.
Notes to Financial Statements
NOTE #1 - ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on
February 24, 1987, using the name Sussex Enterprises, Inc. The Articles of
Incorporation grant the Corporation authority to engage in any lawful bus-
iness or activity which may be conducted under the laws of the State of
Nevada or any other state or nation wherein the Corporation shall be author-
ized to transact business.
On February 19, 1988, the Company entered into a plan and Agreement of
Merger with Sierra Solids, Inc., a California Corporation, wherein the
Company issued 3,000,000 shares of its common stock for all of the out-
standing shares of Sierra Solids, Inc. On March 9, 1988, Articles of
Amendment were filed changing the name to Sierra Solids, Inc. The company
had limited operations in l988, but produced no significant revenue and is
considered to be a development stage company.
NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES
(1) Depreciation on assets has been recorded using the straight-line
method.
(2) The Company uses the accrual method of accounting in accordance with
Generally Accepted Accounting Principles.
(3) Revenues and expenses are recognized in the period in which they
occur.
(4) The Company considers all highly liquid investments that mature
within three months to be cash. (The Company currently has no
liquid investments.)
(5) The preparation of financial statements in conformity with
Generally Accepted Accounting Principles requires management to
make estimates and assumptions that affect certain amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
(6) Goodwill is amortized over 40 years using the straight-line method.
(7) The consolidated financial statements include the accounts of
Synergy Media and its subsidiaries. All material intercompany
transactions and accounts are eliminated in consolidation.
NOTE #3 - INVESTMENT IN SUBSIDIARY
On April 4, 1996, the Company acquired all the outstanding stock of
Synergy Communications, Inc., a regional Internet Service Provider. The
Synergy Communications, Inc. shareholders received 750,000 shares of the
Company's stock in the transaction. The resulting business combination
was treated as a purchase and the Company's financial statements have been
restated to reflect combined results for all periods presented.
Page 8 of 17
SYNERGY MEDIA, INC.
Notes to Financial Statements
-Continued-
NOTE #4 - BANKRUPTCY
On September 26, 1989, the Company's Board of Directors adopted a
resolution directing the Company to file a voluntary bankruptcy petition
under Chapter 7 of the Bankruptcy code in the United States Bankruptcy Court
of the Northern District of California. The petition was filed September 27,
1989, and a final decree was filed on December 1, 1989.
NOTE #5 - LOSS CARRYFORWARD
The Company has adopted FASB 109 to account for income taxes. Because
of the uncertainties of using any of its tax loss carryforward, the Company
has elected to reserve at 100% any tax asset that may arise from the applica-
tion of FASB 109.
The Company has net loss carryforwards for income tax purposes as
follows:
Year of Loss Amount Expiration Date
------------ ------ ---------------
1988 $ 442,027 2003
1989 -0- 2004
1990 -0- 2005
1991 -0- 2006
1992 -0- 2007
1993 -0- 2008
1994 663 2009
1995 143,416 2010
Page 9 of 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Synergy Media, Inc. (the "Registrant" or "Company") was incorporated under
the laws of the state of Nevada on February 24, 1987, under the name Sussex
Enterprises, Inc. The Company was initially organized to act as a vehicle for
a company to use to become a public entity. The Company filed a registration
statement on Form S-18 with the Securities and Exchange Commission and pro-
posed to raise a minimum of $250,000 and a maximum of $375,000 through the
sale of its common stock, par value $0.001 per share (the "Common Stock"),
at a sale price of $0.50 per unit, with each unit consisting of one share of
Common Stock and a warrant to purchase another share of Common Stock at $1.00
per share. The exercise term on the warrants has expired. The registration
statement was granted an effective date of June 16, 1987. On September 16,
1987, the Company completed its offering.
On October l9, 1987, the Company entered into an Agreement and Plan of
Reorganization with Greenhill Music, Inc., a Colorado corporation
("Greenhill"), engaged in the music recording industry. The Company advanced
$20,000 to Greenhill in anticipation of the merger but terminated the agree-
ment before it was submitted to the subscribers of the Company's public
offering. Subsequently, on February 19, 1988, the Company entered into a
Plan and Agreement of Merger with Sierra Solids, Inc., a California
corporation ("Sierra"), wherein the Company issued 3,000,000 shares of its
Common Stock for all of the outstanding shares of Sierra. On March 9, 1988,
the Company filed Articles of Amendment changing the name of the Company to
Sierra Solids,Inc.
After the merger with Sierra, the Company was engaged in bulk nutritional and
over-the-counter contract manufacturing services to the pharmaceutical and
food industries. Unfortunately, the Company was unable to obtain the needed
funds to properly run its business and was forced to file a voluntary
bankruptcy in the Northern District of California, case number
4-89-04373 TS-2. The petition was filed September 27, 1989, and a final
decree was filed on December l, l989.
After the bankruptcy, the Company discontinued operations and has had no
business operations from the time of the bankruptcy until December l, 1995.
On April 22, 1996, the Company filed Articles of Amendment changing the name
of the Company to Synergy Media, Inc.
On April 4, 1996, the Company acquired all the outstanding stock of Synergy
Communications, Inc., a regional Internet Service Provider. The Synergy
Communications, Inc. shareholders received 750,000 shares of the Company's
stock in the transaction. Synergy Communications, Inc. sustained substantial
losses during and after the quarter, consuming a substantial amount of
capital. Subsequent to the end of the quarter, significant management
changes were made including evaluation of cost reductions. However, there
can be no assurance that Synergy Communications, Inc. will ever be
profitable and it is likely that it will require significant additional
funding.
During the quarter and subsequently, numerous members of management and
employees resigned from Synergy Communications, Inc. Certain corporations,
government entities and individuals are owed monies for compensation,
expense reimbursement, services, merchandise, taxes and other reasons. In
certain cases, the Company is owed monies by these individuals. Due to the
Company's limited liquidity, these amounts owed have not been paid to date
and are subject to the Company's ability to raise money. In the event these
monies
Page 10 of 17
are not paid in the near future, certain entities and individuals have indi-
cated they may bring legal action against the Company. In certain cases
current management of the Company have guaranteed these obligations.
On April 26, 1996, the Registrant consummated a merger between its wholly
owned subsidiary and CSG Wireless, Inc., a wireless communications engin-
eering and equipment provider. During the quarter the Company advanced
$220,000 to CSG Wireless, Inc. Subsequent to the end of the quarter on
October 30, 1996, the Company announced the cancellation of its merger with
CSG Wireless, Inc. The cancellation agreement calls for Ken McLeod to
return the 700,000 shares of stock to the Company. All warrants for Ken
and Carol Ann McLeod and CSG Wireless staff will be cancelled. Ken and
Carol Ann McLeod will assume all trade debt of CSG Wireless, Inc. In return,
the Company will pay outstanding payroll taxes of approximately $30,000. The
taxes have not been paid as of the filing date, nor has Mr. McLeod returned
the 700,000 shares of stock. (See attached Exhibit "Cancellation
Agreement".) The Company cannot be assured that there will not be further
expenditures,legal costs, or other charges that may arise subsequently as a
result of the CSG Wireless, Inc. acquisition and subsequent cancellation.
On July 1, 1996, the Registrant entered into an agreement with Innovative
Consultants, Inc. ("Innovative") whereby its wholly-owned subsidiary, Synergy
Communications, Inc. entered into a merger agreement with Innovative.
Approximately $12,000 were advanced to Innovative during the second quarter
with an additional $20,000 being advanced during the third quarter. An
additional accrual was made for $128,000 to cover potential liaibilities.
However, the merger agreement was never executed. Subsequent to the end of
the quarter in November of 1996, the Company determined not to conclude the
acquisition. Innovative and its shareholders have indicated that they
sustained substantial monetary damages directly attributable to the failure
of Synergy Media, Inc. and Synergy Communications, Inc. to fulfill their
respective obligations under the merger contract. The Company cannot be
assured that there will not be further expenditures, legal costs, or other
charges that may arise subsequently as a result of the Innovative
relationship and subsequent cancellation.
For the first nine months of 1996, ending September 30, 1996, the Company
had a net loss of $2,092,539. The majority of the expenses were for expenses
associated with corporate overhead and operating expenses of the Companies
subsidiaries.
Over the next 12 month period, the Registrant anticipates it will require
approximately $1.5 million of capital to fund its operations and complete
business ventures and/or acquisitions, which are not yet identified. At the
present time, the Registrant does not have sufficient capital to operate its
business or pursue new business ventures.
The Registrant is currently in discussions with potential investors about the
possibility of their investing such capital. There can be no assurances that
necessary funds will be raised for the Company.
RESULTS OF OPERATIONS:
CAPITAL RESOURCES & LIQUIDITY: As of December 31, 1995, the Company had no
assets and liabilities of $115,731. Liabilities increased to 135,032 on March
Page 11 of 17
31, 1996, as a result of the cost of consulting work.
As of September 30, 1996, the Company had current assets of $245,068 and
liabilities of $727,871.
In order for the Company to be adequately capitalized for its new business
plan, it undertook to sell shares of its common stock both in the United
States under Regulation D and outside of the United States to an institution
who is not a U. S. person pursuant to offerings under Regulation S of the
Securities Act of 1993 as amended.
During the second quarter of 1996, 1,712,500 shares were issued at a price of
$.05 under consulting option agreements between the Company and consultants
for services. Additionally, the Registrant sold 133,333 shares for a price
of $.75(none of which were Regulation S), 200,001 shares were sold for a
price of $1.50 (all of which were Regulation S), and 60,000 shares were sold
for a price of $.50 per share (none of which were Regulation S). The Company
determined, after discussions with various investors, this was the best
available price at the time, given the condition of the Company. During the
third quarter of 1996, the Registrant sold 398,931 shares for a price of
$2.70 per share (all of which were Regulation S). An additional 228,148
shares were issued for a price of $.05 per share for consulting services.
Subsequent to the end of the third quarter, $50,000 of debt was converted
into equity at a price of $.25 per share. The issuance of shares at $.25 per
share triggered a ratchet on 398,931 shares, whereby an additional 3,909,511
shares will be issued under the ratchet. (These shares have been included
in the reported shares outstanding at the filing date.)
During the second quarter, the Company issued 2,748,279, 220,000, and 644,786
warrants with exercise prices of $1.00, $1.50, and $2.70 to members of the
board, management and consultants. During the third quarter, the Company
issued 400,000 warrants exercisable at $1.50. Subsequent to the close of the
quarter, an additional 2,439,358 warrants were issued pursuant to ratchet
clauses arising out of the issuance of stock at $.25 per share described
above.
In order to accomplish the goals in the current business plan, the Company
must raise a significant amount of capital. At this time management is yet
to make definite arrangements to provide the required financing. Also, the
Company is unsure whether such financing will be accomplished through the use
of debt or equity. This determination could have a substantially dilutive
impact on the Registrant's shareholders.
At the present time, the Registrant has limited liquid assets. It is highly
unlikely that these assets could provide liquidity required for the contem-
plated additional acquisitions, there is a possibility that the Registrant
would not operate as a going concern.
MATERIAL CHANGES IN FINANCIAL CONDITION: The financial condition of the
Company as of the quarter end reflects its status as an operating Company
which was not profitable. During the second quarter the Registrant raised a
total of $687,737 from the sale of the Company's common stock. Subsequent to
the end of the quarter, Synergy Communications, Inc. borrowed $250,000 from
a bank in two loan agreements. These loans were guaranteed by certain
shareholders of the Company. The shareholders received warrants as consider-
ation for their guarantees. At the filing date, the outstanding balance was
Page 12 of 17
$100,000. The majority of these funds have been expended for business
operations, acquisition costs and expenses of consultants and advisors to the
Company, some of whom are affiliates or shareholders.
Events subsequent to quarter end have resulted in funds of $2,370 from the
sale of shares of the Company's common stock. The majority of these funds
have been expended to pay for the purchase of investments designed to lead
to business operations for the Company, to pay operating expenses, payments
to consultants and advisors of the Company, some of whom are affiliates or
shareholders. See the description in Item 13. Certain Relationships and
Related transactions.
The Company's ultimate success in pursuing the new business plan will depend
on its ability to raise capital.
Page 13 of 17
PART II
ITEM 1. LEGAL PROCEEDINGS
Synergy Communications has the following litigation pending:
MICHAEL SHONKA VS SYNERGY COMMUNICATIONS, INC.
The original petition was filed on December 11, 1995 in the County Court
of Douglas County (Nebraska), and was subsequently dismissed. The
petition was then refiled on April 9, 1996 in District Court of Douglas
County (Nebraska), and at the date this filing is in the preliminary
stages of pleading.
Shonka sued Synergy pursuant to an alleged oral contract for the
recovery of the following:
1. $30,000 salary per year (not specified for number of years).
2. Recovery of 8% of gross sales of Synergy (not limited in time).
3. Recovery of 20% of Synergy stock.
4. Recovery of incidental expenses.
Mr. Shonka was a sales employee for Synergy in the first and second quarters,
1995. Mr. Shonka resigned from Synergy in June, 1995 after refusing to sign
the company's standard employment agreement and unsuccessfully demanding
increased compensation terms. Synergy denies all allegations and at no time
promised Shonka the items which he is requesting, and the Company
is planning to vigorously defend itself in this action.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
NAME CHANGE
On April 22, 1996, the Registrant filed Articles of Amendment changing the
name of the Company to Synergy Media, Inc.
Page 14 of 17
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
behalf by the undersigned thereunto duly authorized.
SYNERGY MEDIA, INC.
/s/ Michael S. Luther April 15. 1997
- - ------------------------------ ----------------
By: Michael S. Luther Date
Chairman
Pursuant to the requirements of the Securities Exchange 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.
/s/ Michael S. Luther April 15, 1997
- - --------------------------- ----------------
By: Michael S. Luther Date
Chairman
/s/ Micahel S. Luther April 15. 1997
- - --------------------------- ----------------
By: Michael S. Luther Date
Secretary, Treasurer and Director
Page 15 of 17
ITEM 6. EXHIBIT AND PRESS RELEASE
Specimen Exhibit
"CANCELLATION AGREEMENT"
Ken and Carol Ann McLeod
1309 West Marlboro Drive
Chandler, Arizona 85281
(602) 814-0968
(602) 917-8538 fax
Mr. Michael Luther, Chairman October 30, 1996
Synergy Media, Incorporated (Via fax)
2410 South 156th Circle, Suite 100
Omaha, Nebraska 68130
Dear Mike,
Thank you for taking the time to speak with me today. As we agreed, here is
a summary of our agreement which will be presented to each of our attorney's
for inclusion in a merger recision and, settlement.
In whatever verbiage is acceptable to Bill Foley and Quinn Williams, Synergy
Media and Ken and Carol Ann McLeod will agree to mutual releases, covenants,
etc.
Ken and Carol Ann McLeod will surrender 700,000 shares of Synergy Media stock
to SYME.
All warrants for Ken and Carol Ann McLeod and CSG staff will be cancelled.
Ken McLeod has negotiated a release of the building lease in Phoenix.
Ken and Carol Ann McLeod will assume all trade debt of CSG Wireless, Inc.
Synergy Media will furnish to Ken and carol Ann McLeod $30,000.00 for payment
of payroll taxes. In addition, Ken and Carol Ann McLeod will indemnify
Synergy Media for any additional CSG Wireless payroll taxes which may be due.
Ken McLeod will release his employment agreement. SYME will release the non-
compete agreement. $108,000.00 note will be forgiven and all assets returned.
Page 16 of 17
Synergy Media and Ken McLeod agree to a press release concerning the dissolu-
tion in a positive light. In addition, Ken and Carol Ann McLeod agree to
provide communications related services to Synergy Media as a favored Value
Added Reseller.
Accepted this 30th day of October, 1996.
/s/ Ken McLeod /s/ Michael S. Luther
Ken McLeod Micheal S. Luther
For Ken and Carol Ann McLeod For Synergy Media, Inc.
Press Release
Contact:
Michael S Luther
Chairman, Synergy Media, Inc.
402-346-4638
Synergy Media, Inc. announces restructuring including cancellation of merger
agreement with CSG Wireless, Inc., closing of Minneapolis business, and man-
agement changes.
Omaha, NE, November 19, 1996: Synergy Media, Inc. (OTC:SYME) announced today
the cancellation of its April 26, 1996, merger with Chandler, Arizona based
CSG Wireless, Inc., a wholly owned subsidiary of privately held Communications
Systems Group, Inc. According to Michael S. Luther, Chairman of Synergy Media,
Inc., "The companies share common interests in the Internet field, however,
because CSG Wireless, Inc. is a high-tech systems integrator and construction
company, its capital needs and cash flow requirements are quite different than
the traditional Internet Services Provider model of Synergy Media. We just
couldn't reconcile the two differing business models".
Synergy Media will continue to focus on its core business Synergy Communica-
tions, Inc., an Omaha based Internet Services Provider focussed on its
Internet access, media development, and technical services activities which
are less capital intensive. CSG Wireless, Inc. and Synergy Media will
continue their relationship through a joint venture agreement to provide wire-
less communications solutions to the broad base of Synergy Media customers.
This agreement will reduce the number of shares and warrants outstanding for
Page 17 of 17
Synergy Media, Inc.
Synergy Media, Inc. also announced the closing of the Minneapolis-based
internet division of Synergy Communications, Inc. According to Mr. Luther,
"The Minneapolis business had a strong technical platform but the business
base never developed to a level of our satisfaction. There was no immediate-
term sign of profitability for the business and we felt it was most
appropriate to deploy our capital in our strongest market, Omaha." It is
anticipated that employees and equipment from Minneapolis will be transferred
to Omaha as part of the reorganization.
Following the resignation of several senior executives at Synergy Media, Inc.,
a new management team is being put in place headed by Paula Mau. Ms. Mau
brings an eleven year background in the telecommunications industry.
"Synergy needed an individual who understands the competitive nature of the
communications market" stated Mr. Luther. "Along with her market analysis and
strategic business planning success with U.S. West Communications, Ms. Mau
brings a solid background in additional key business disciplines. We are
excited to have her join Synergy."
According to Ms. Mau, Synergy Communications has made great strides in
"cleaning up" the core business. "We have focused on each operational aspect
of the business with the objective of streamlining supporting processes.
Additionally, we have studied our network and have identified areas of expan-
sion to best support Internet traffic." states Mau.
Synergy Communications, Inc., is an Internet Service Provider that offers
complete Internet solutions for businesses, consumers and other organizations.
Scott Miller, Director of Network Engineering and a long-standing employee
of Synergy Communications, Inc., adds "Not only can Synergy engineer and
provide network solutions, but we offer state of the art web site development
supported by award winning designers." Because of the recent management
changes, Synergy Communications has moved its business focus from that of fast-
paced growth to that of methodical expansion in order to provide the highest
level of customer service. "It is not our intention to be the biggest."
states Mau, "It is our intention to be the best."
A Synergy Media, Inc./Synergy Communications, Inc. teleconference with be held
on Wednesday, November 20, 1996, at 11:00 A.M., Central Standard Time.
Interested parties may call the following numbers: USA - (800) 260-0719;
International - (612) 332-0342 to join the teleconference. There are a
limited number of lines reserved for the conference. If you have any
difficulty in connecting with this call, please contact Judy Sundberg at
(402) 334-5556.
??
