UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-21376
PHOENIX MEDIA GROUP, LTD.
(Exact name of small business issuer as specified in its charter)
NEVADA 33-0714007
------------------------------------ ---------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
290 EAST VERDUGO, SUITE 207, BURBANK, CALIFORNIA 91502
(Address of principal executive offices)
(818) 563-3900
(Issuer's telephone number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: September 30, 2000 6,925,649
----------------------------------
Transitional Small Business Disclosure Format (check one). Yes ; No X
---- ---
<PAGE>
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Phoenix Media Group, Ltd.
We have reviewed the accompanying balance sheets of Phoenix Media
Group, Ltd. as of September 30, 2000, and the related statements of operations
for the three month period then ended, and cash flows for the three month period
then ended. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
November 10, 2000
<PAGE>
PHOENIX MEDIA GROUP, LTD.
BALANCE SHEETS
(Unaudited)
September 30, June 30,
--------- ---------
2000 2000
--------- ---------
ASSETS
Cash ........................................... $ 5,126 $ 19,815
Inventory ...................................... 34,130 34,130
Investments held for sale ...................... -- --
--------- ---------
Total Current Assets ................... 39,256 53,945
--------- ---------
Property and Equipment
Office Equipment ............................... 25,054 24,315
Radio Equipment ................................ 26,312 26,312
Office Condominium ............................. 75,000 75,000
Vehicles ....................................... 41,586 41,586
--------- ---------
Less Accumulated Depreciation .................. (53,061) (46,679)
--------- ---------
Net Property and Equipment ............. 114,891 120,534
--------- ---------
Other Assets
Stockholder Loans .............................. -- 18,598
--------- ---------
Total Non Current Assets ............... -- 18,598
--------- ---------
Total Assets ........................... $ 154,147 $ 193,077
========= =========
<PAGE>
PHOENIX MEDIA GROUP, LTD.
BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
(Unaudited)
September 30, June 30,
--------- ---------
2000 2000
--------- ---------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable ......................................... $ 21,359 $ 18,769
Accrued expenses ......................................... 7,897 7,823
Stockholder loans ........................................ 9,882 8,000
Current portion of long-term debt ........................ 6,520 6,520
--------- ---------
Total Current Liabilities ........................ 45,658 41,112
--------- ---------
Long-term Debt ........................................... 58,745 59,647
--------- ---------
Stockholders' equity
Series A convertible preferred stock
(par value $.01), 5,000,000 shares authorized,
no shares issued or outstanding .................... -- --
September 30, 2000, and June 30, 2000
Common Stock (par value $.001),
50,000,000 shares authorized,
6,925,649 and 6,925,649 shares issued
and outstanding September 30, 2000, and June 30, 2000 6,926 6,926
Common Stock to be Issued 128,000 shares ............ 128 128
Paid in capital in excess of par value ................... 501,776 501,776
Retained deficit ......................................... (459,086) (416,512)
--------- ---------
Total Stockholders' Equity ....................... 49,744 92,318
--------- ---------
Total Liabilities and Stockholders' Equity ....... $ 154,147 $ 193,077
========= =========
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the For the
Three Three
Months Months
Ended Ended
September September
30, 30,
2000 1999
----------- -----------
Revenue
Sales ........................................ $ 34,000 $ 112,650
Cost of sales ................................ 15,923 14,915
----------- -----------
Gross Margin ......................... 18,077 97,735
Operating Expenses
General and Administrative ................... (54,799) (100,522)
Other Income (Expense)
Interest expense ............................. (5,651) (1,065)
Interest income .............................. -- --
Realized loss on sale of investments ......... -- 5,790
Gain (loss) on sale of assets ................ -- --
----------- -----------
Income (loss) before income taxes ............ (42,373) 1,938
Income taxes ................................. 200 200
----------- -----------
Net Income (Loss) ............................ $ (42,573) $ 1,738
=========== ===========
Earnings (Loss) Per Share .................... $ (0.01) $ 0.00
=========== ===========
Weighted Average Shares Outstanding .......... 6,925,649 6,720,649
=========== ===========
See accompanying notes and accountants' report.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Three Three
Months Months
Ended Ended
September 30, September 30,
2000 1999
-------- -------
Cash Flows From Operating Activities:
<S> <C> <C>
Net income (loss) ....................................... $(42,573) $ 1,738
Adjustments to reconcile Net income (loss)
to net cash provided by (used in)
Operating activities:
Amortization and depreciation ..................... 6,383 7,750
Common stock issued for services .................. -- --
Change in operating assets and liabilities:
Investments held for sale ......................... -- (5,790)
Accounts payable .................................. 2,600 7,925
Accrued expenses .................................. 73 (2,800)
-------- -------
Net cash used by operating activities ................... (33,517) 8,823
-------- -------
Cash Flows From Investing Activities:
Stockholders loans ...................................... 20,480 (1,650)
Proceeds From Investments ............................... -- --
Purchase of property and equipment ...................... (739) (4,151)
-------- -------
Net cash provided by (used in) investing activities ..... 19,741 (5,801)
-------- -------
Cash Flows From Financing Activities:
Principle payments on debt .............................. (903) (115)
Proceeds from capital stock issued ...................... (10) --
-------- -------
Net cash provided by (used in) financing activities ..... (913) (115)
-------- -------
Net increase (decrease) in
cash and cash equivalents ............................. (14,689) 2,907
Cash and cash equivalents at beginning of period ........ 19,815 2,312
-------- -------
Cash and cash equivalents at end of period .............. $ 5,126 $ 5,219
======== =======
Supplemental Disclosure of Cash Flow Information:
Interest ............................................. $ 5,651 $ 1,065
Income taxes ......................................... 200 200
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities: None
---------------------------------------------------------------------
See accompanying notes and accountants' report.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies of Phoenix Media Group, Ltd. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
The unaudited financial statements as of September 30, 2000 and for
the three months then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full year.
Organization and Basis of Presentation
The Company was organized under the laws of the State of Utah on
December 5, 1985 as Bullseye Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada. On March 25, 1994, the Company name was changed to Phoenix
Media Group, Ltd. The Company is in the development stage through June 30, 1994.
The June 30, 1995 year is the first year during which it is considered an
operating company.
Nature of Business
The Company was formed for the purpose of creating a vehicle to
obtain capital to seek out, investigate and acquire interests in products and
businesses which may have potential for profit. The Company's objective is to
become a major player in the communications industry with an emphasis on radio,
television and Internet services.
Cash Equivalents
For the purpose of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS
No. 109, "Accounting for Income Taxes." SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------
Earnings (Loss) Per Share
The reconciliations of the numerators and denominators of the basic
and diluted earnings per share ("EPS") computations are as follows:
<TABLE>
<CAPTION>
For the Three Months Ended September 30, 2000
----------------------------------------------------------------------
Per Share
Income Shares Amount
----------------------- -------------------- ---------------------
EPS (Numerator) (Denominator)
Net Loss to
<S> <C> <C> <C>
common shareholders $ (42,573) 6,925,649 $ (0.01)
======================= ==================== =====================
For the Three Months Ended September 30, 1999
----------------------------------------------------------------------
Per Share
Income Shares Amount
----------------------- -------------------- ---------------------
EPS
Net Income to
common shareholders $ 1,738 6,720,649 $ -
======================= ==================== =====================
</TABLE>
Amortization
Intangibles and goodwill are amortized using the straight line method
over five years.
The Company has implemented the provisions of SFAS No. 121,
"Accounting for the impairment of Long-Lived Assets and for Long-Lived Assets
Disposed of." SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by the Company be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If the sum of the expected
future cash flows from the use of the assets and its eventual disposition
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------
Depreciation
Office furniture, equipment and leasehold improvements, are stated at
cost. Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:
Office furniture 5-10 years
Equipment 5-7 years
Vehicles 5-10 years
Office Condominium 39 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain reclassifications have been made in the 1999 financial
statements to conform with the 2000 presentation.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------
Investments
The Company's securities investments that are bought and held
principally for the purpose of selling them in the near term are classified as
trading securities. Trading securities are recorded at fair value on the balance
sheet in current assets, with the change in fair value during the period
included in earnings.
NOTE 2 - CAPITAL TRANSACTIONS
Preferred Stock
The Board of Directors of the Company has the authority to fix by
resolution for each particular series of preferred stock the number of shares to
be issued; the rate and terms on which cumulative or non-cumulative dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting powers of preferred shareholders; and any other special rights,
qualifications, limitations, or restrictions.
NOTE 3 - INCOME TAXES
Deferred taxes result from temporary differences in the recognition
of income and expenses for income tax reporting and financial statement
reporting purposes. Deferred benefits of $155,000 and $64,000 for the three
months ended September 30, 2000 and 1999 respectively, are the result of net
operating losses.
The Company has recorded net deferred income taxes in the
accompanying balance sheets as follows:
As at September 30,
--------------------
2000 1999
--------- ---------
Future deductible temporary differences related to
Reserves, accruals, and net operating losses $ 155,000 $ 64,000
Valuation allowance (155,000) (64,000)
--------- ---------
Net Deferred Income Tax $ - $ -
========= =========
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(CONTINUED)
NOTE 3 - INCOME TAXES (Continued)
As of September 30, 2000, the Company had a net operating loss
("NOL") carry forward for income tax reporting purposes of approximately
$455,000 available to offset future taxable income. This net operating loss
carry forward expires at various dates between June 30, 2001 and 2015. A loss
generated in a particular year will expire for federal tax purposes if not
utilized within 15 years. Additionally, the Internal Revenue Code contains
provisions which could reduce or limit the availability and utilization of these
NOLs if certain ownership changes have taken place or will take place. In
accordance with SFAS No. 109, a valuation allowance is provided when it is more
likely than not that all or some portion of the deferred tax asset will not be
realized. Due to the uncertainty with respect to the ultimate realization of the
NOLs, the Company established a valuation allowance for the entire net deferred
income tax asset of $155,000 as of September 30, 2000. Also consistent with SFAS
No. 109, an allocation of the income (provision) benefit has been made to the
loss from continuing operations.
The difference between the effective income tax rate and the federal
statutory income tax rate on the loss from continuing operations are presented
below:
As at September 30,
--------------------
2000 1999
-------- --------
Expense (Benefit) at the federal statutory rate of 34% $ (14,000) $ 600
Nondeductible expenses - -
--------- --------
Utilization of net operating loss carryforward $ 14,000 $ (600)
--------- ---------
$ - $ -
========= =========
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has loaned an officer/director $20,100, interest at 1%,
repayable at $201 per month for ten months with a balloon payment due in 2007.
In addition an officer/director advanced $8,000 at 0% interest, to the Company.
During the three months ended September 30, 2000, the Company
received additional funds. The balance payable at September 30, 2000 was $1,882.
<PAGE>
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(CONTINUED)
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
September 30, June 30,
-------- --------
2000 2000
-------- --------
Mortgage payable with interest at 8.75%,
payable monthly $393.36, due March 22,
2003, collateralized by deed of trust $48,104 $48,230
Note Payable with interest at 4.90%,
payable monthly $398.81, due July 15, 2004 17,161 17,937
-------- --------
Less Current Maturities 6,520 6,520
-------- --------
Net Long-term Debt $58,745 $59,647
======== ========
Annual principal payments on long-term debt are as follows:
2001 $ 4,633
2002 4,886
2003 5,154
2004 3,333
2005 738
---------------------
thereafter $ 46,521
=====================
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used in this Form 10-QSB, the words anticipated, estimate, expect, and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions including
the possibility that the Company's will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
General
The following discusses the financial position and results of
operations of the Company.
Significantly all of the Company's revenues came from its resale of
air time to its customers. That was the Company's principle service provided
during fiscal 1999. During fiscal 1999, the Company began purchasing air time
from a total of four stations, which is double the number of stations it was
purchasing from during fiscal 1998. Revenues from sales of items associated with
Manfred Moose(TM) were negligible. At the present time, approximately twelve
percent of customers with six month contracts renew their contracts while
approximately twenty percent of customers with three month contracts renew their
contracts. Although the Company provides service to its customers with repeat
business, there is no assurance that such customers will maintain or increase
the level of volume of business of the Company.
The Company produces a weekly radio talk show which it produces in
its Burbank offices. The Company purchases air time from four radio stations and
resells the air time to customers seeking to advertise their goods and services
during the program. The Company has been producing its radio show for over two
years. The companies which sponsor the talk show through their purchase of air
time can play their own previously produced commercials or have the Company
provide the commercial for broadcast during the show.
Results of Operations - The following table set forth, for the three months
ended September 30, 2000 and 1999, certain items from the Company's Condensed
Statements of Operations expressed as a percentage of net sales.
3 months 3 months
ended ended
09/30/00 09/30/99
--------------- ---------------
Sales, Net 100.0% 100.0%
Cost of Sales 46.8% 13.2%
Gross Margin 53.2% 86.8%
Operating Expenses 161.2% 89.2%
Operating Income (Loss) 108.0% 2.4%
Other Income (Expense), Net 16.6% 4.1%
<PAGE>
Income (Loss) Before Income Taxes 124.6% 1.7%
Income Taxes 0.5% 0.2%
Net Income (Loss) 125.1% 1.5%
Net Sales
Net sales for the three months ended September 30, 2000 compared to
the three months ended September 30, 1999 decreased by approximately $79,000 or
69.8%. This decrease was due to what management believes to be a temporary
downturn in the company's business.
Cost of Sales
Cost of sales for the three months ended September 30, 2000 increased
approximately $1,000 or 6.8% compared to the three months ended September 30,
1999. As a percentage of sales, cost of sales increased 354.5% from 13.2% to
46.8%. This increase was due to the purchase of additional air time at increased
costs.
Also, as the Company completes development of the various Manfred
Moose(TM) projects it is currently working on, its cost of sales will be
affected, although the Company cannot predict with any degree of accuracy how
much since, to a large extent, that depends on how successful this new line of
business in for the Company.
Operating Expenses
Operating expenses during the three months ended September 30, 2000
decreased approximately $45,000 or 45.0% compared to the three months ended
September 30, 1999, from approximately $100,000 to $55,000. As a percentage of
sales, operating expenses increased 251% from 89.2% to 161.8%. This increase was
due to the decrease in net sales.
Liquidity and Capital Resources
The Company requires working capital to fund its current operations.
The Company has budgeted its anticipated revenue and cash flows, after paying
expenses, from its sale of radio air time to provide for its anticipated
expenditures to fund development of the Manfred Moose(TM) project until such
time as the Company begins to receive revenue from Manfred Moose(TM) projects.
If the Company's revenues decline below present or projected levels, the Company
may have to scale back its operations and its proposed development of Manfred
Moose(TM) to accommodate the resulting shortfall in revenues to fund its
projects. During the three months ended September 30, 2000, the Company's
revenues decreased approximately $79,000 over revenues from the three months
ended September 30, 1999. It is anticipated that the current operations will
expand and the funds generated will exceed the Company's working capital
requirements for the next year.
The Company has long term goals to further develop Manfred Moose(TM)
merchandise and products over the next twelve month period and expects that the
projects it currently has in development will require approximately $150,000
over the next twelve months. The Company believes that its operations will be
able to provide the funds for these development costs over the
<PAGE>
next twelve months. The Company anticipates that ultimately, these development
costs will be recouped through the eventual sales of the various products being
developed. If revenues are not sufficient to fund its operations, the Company
will need to seek alternative sources of financing either through loans or
through raising capital. There are no formal commitments from banks or other
lending sources for lines of credit or similar short-term borrowing. There can
be no assurances that the Company will be able to obtain alternative financing
through loans or capital and the Company has no commitments for either type of
financing. If alternative financing is not available, then the Company will be
forced to scale back its proposed operations and perhaps be forced to abandon
its Manfred Moose(TM) projects or delay it significantly. The Company's lack of
current assets would be a factor to be considered by potential lenders or
investors in deciding whether or not to loan money to or invest in the Company.
The Company generates and uses cash flows through three activities:
operating, investing, and financing. During the three months ended September 30,
2000, operating activities used cash of approximately $34,000 as compared to net
cash provided of approximately $9,000 for the three months ended September 30,
1999. Much of this increase in attributable to the Company's development and
marketing of Manfred Moose(TM).
During the three months ended September 30, 2000, investing
activities provided approximately $20,000 primarily due to proceeds from
stockholder loans of approximately $20,000. During the three months ended
September 30, 1999, investing activities used approximately $6,000 primarily due
to the purchase of property and equipment.
Financing activities used approximately $1,000 primarily from
principle payments on debt. During the three months ended September 30, 1999,
financing activities used less than $500 for principal payments on debt.
Management believes that the Company's current cash and funds
available will be sufficient to meet capital requirements and short term and
long term working capital needs in the fiscal year ending June 30, 2001 and
beyond, unless a significant acquisition or expansion is undertaken. The Company
is constantly searching for potential acquisitions and/or expansion
opportunities. However, there are no arrangements or ongoing negotiations for
any acquisition or expansion.
RECENT DEVELOPMENTS
The Company continues to pursue its efforts in marketing and
licensing Manfred Moose(TM) and is working to complete the projects with Air
Tahiti described above. Efforts to work on a cartoon series are still
progressing. The Company entered into an agreement with a major shareholder
whereby that shareholder invested $50,000 in during the three months ended March
31, 2000 to help fund the development costs incurred by the Company in creating
and marketing Manfred Moose(TM).
Inflation and Regulation
The Company's operations have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a
<PAGE>
variety of Companies in its markets. Many of these companies have long standing
customer relationships and are well-staffed and well financed. The Company
believes that competition in the its industries is based on customer
satisfaction and production of quality products and services, although the
ability, reputation and support of management is also significant. The Company
does not believe that any recently enacted or presently pending proposed
legislation will have a material adverse effect on its results of operations.
Factors That May Affect Future Results
Management's Discussion and Analysis and other parts of this filing
contain information based on management's beliefs and forward-looking statements
that involve a number of risks, uncertainties, and assumptions. There can be no
assurance that actual results will not differ materially for the forward-looking
statements as a result of various factors, including but not limited to the
following:
The markets for many of the Company's offerings are characterized by
rapidly changing technology, evolving industry standards, and frequent new
product introductions. The Company's operating results will depend to a
significant extent on its ability to design, develop, or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors, including proper identification of customer needs, cost, timely
completion and introduction, differentiation from offerings of the Company's
competitors, and market acceptance. The ability to successfully introduce new
products and services could have an impact on future results of operations.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations, which the
Company does not believe, in the aggregate, will have a material adverse effect
on the Company, or its operations.
No Director, Officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the Company,
or any associate of any such Director, Officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
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
None.
Item 6. Exhibits and Reports on Form 8-K
None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Phoenix Media Group, Ltd.
DATE: November 13, 2000
By: /s/
-----
Ronald R. Irwin, President
(Principal Executive and
Accounting Officer)
