10QSB/A 1 e10qsba.txt FORM 10QSB/A 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A AMENDMENT 1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2000 COMMISSION FILE NO. 33-80321 FTM Media, Inc. (Name of Small Business Issuer as specified in its charter) Delaware 86-0997337 (State of Incorporation) (IRS Employer Identification No.) 6991 E. Camelback Road Suite D103 Scottsdale, Arizona 85251 (Address of principal executive offices) (Zip Code) ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (480) 425-0099 SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: None SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: Common Stock, Par Value $0.001 per share Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] Issuer's revenues from continuing operations for its most recent fiscal quarter were $177,895. As of August 21, 2000, the number of shares of Common Stock outstanding was 9,582,823 and the aggregate market value of the Common Stock (based on the closing price on that date) held by non-affiliates of the Issuer was approximately $14,094,072. Transitional Small Business Disclosure Format: YES [ ] NO [X] 2 EXPLANATORY STATEMENT This Form 10-QSB/A of FTM Media, Inc. amends the Quarterly Report on Form 10-QSB of the Registrant for the Registrant's quarterly period ended June 30, 2000. Specifically, this Form 10-QSB/A amends Statement F-2, Consolidated Balance Sheet, and Statement F-4, Consolidated Statement of Cash Flow. Consequently, this form also amends Item 2, "Management's Discussion and Analysis of Financial condition and Results of Operations", as incorporated into the Form 10-QSB, as follows: In the "LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 2000 COMPARED TO JUNE 30, 1999" discussion, the cash used for operations is amended to read $3,442,610 instead of $2,923,937. In the same section, as of June 30, 2000, our principal source of Liquidity was $685,421 cash and receivables of $181,512 instead of $1,204,094 cash and receivables of $181,512. 3 FTM MEDIA, INC. AND SUBSIDIARY (A DELAWARE CORPORATION) SCOTTSDALE, ARIZONA CONSOLIDATED BALANCE SHEETS --------------------------------------------------------------------------------
June 30, 2000 March 31, 2000 ------------- -------------- (unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 685,421 $ 405,353 Cash Held in Escrow from Private Placement Offering 5,183,225 Accounts Receivable 181,512 52,809 Prepaid Expenses 174,629 84,400 Other Current Assets 2,243 ------------ ------------ TOTAL CURRENT ASSETS 1,043,805 5,725,787 PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION 2,153,310 1,991,372 OTHER ASSETS Lease Deposits 481,164 132,419 Goodwill - Net of Accumulated Amortization 3,212,102 3,402,787 ------------ ------------ TOTAL ASSETS $ 6,890,381 $ 11,252,365 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) CURRENT LIABILITIES Accounts Payable $ 1,469,028 $ 1,611,590 Accrued Payroll and Related Liabilities 169,831 260,299 Short Term Notes Payable 2,230,979 3,350,000 ------------ ------------ TOTAL LIABILITIES 3,869,838 5,221,889 STOCKHOLDERS' EQUITY/(DEFICIT) Preferred Stock - $.001 Par; 5,000,000 Shares Authorized; 300,465 and 322,688 Issued and Outstanding at June 30, 2000 and March 31, 2000, respectively 301 323 Common Stock - $.001 Par; 50,000,000 Shares Authorized; 9,582,821 and 9,574,139 Issued and Outstanding at June 30, 2000 and March 31, 2000, respectively 9,582 9,574 Additional Paid-In-Capital 29,027,857 29,082,318 Deficit (26,017,197) (23,061,739) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) 3,020,543 6,030,476 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) $ 6,890,381 $ 11,252,365 ============ ============
The accompanying notes are an integral part of this financial statement. - F-2 - 4 FTM MEDIA, INC. AND SUBSIDIARY (A DELAWARE CORPORATION) SCOTTSDALE, ARIZONA CONSOLIDATED STATEMENTS OF CASH FLOWS RECONCILIATION OF NET INCOME TO NET CASH FLOWS FROM OPERATING ACTIVITIES --------------------------------------------------------------------------------
3 months 3 months ended ended June 30, 2000 June 30, 1999 ------------- ------------- (unaudited) (unaudited) NET LOSS $(2,955,458) $ (938,159) Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization 190,685 1,963 Depreciation 125,113 19,422 Decrease in Capitalized Development Costs -- 131,568 Minority Interest -- (324,071) Increase in Liquidation Value - Minority Interest -- 7,619 Change in operating assets and liabilities Increase in Accounts Receivable (128,703) -- Increase in Prepaid Assets (90,229) (201,113) Increase in Deposits (348,745) 8,875 Increase in Other Current Assets (2,243) -- Decrease in Accounts Payable (142,562) 133,952 Decrease in Accrued Expenses (90,468) -- ----------- ----------- Net cash flow from Operating Activities (3,442,610) (1,159,944) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Cash Purchases of Property and Equipment (287,051) (388,969) ----------- ----------- NET CASH FLOWS FROM INVESTING ACTIVITIES (287,051) (388,969) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net Proceeds from Cash held in Escrow 5,183,225 -- Repayment of Interim Short Term Financing (1,212,500) -- Net Proceeds from Other Short Term Financing 93,479 84,892 Net Proceeds from Sale of Common Stock and Units (54,475) 360,036 Net Proceeds from Sale of Preferred Stock -- 1,565,005 Preferred Stock Dividends -- (187,800) ----------- ----------- NET CASH FLOWS FROM FINANCING ACTIVITIES 4,009,729 1,822,133 ----------- ----------- Net Increase in Cash and Cash Equivalents 280,068 273,220 Cash and Cash Equivalents - Beginning of Quarter 405,353 2,027,833 ----------- ----------- CASH AND CASH EQUIVALENTS - END OF QUARTER $ 685,421 $ 2,301,053 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Quarter for Interest $ 67,725 $ -- =========== ===========
The accompanying notes are an integral part of this financial statement. - F-4 - 5 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized. FTM MEDIA, INC. Dated: August 21, 2000 By /s/ RON CONQUEST ------------------------------ Ron Conquest Chief Executive Officer In accordance with 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 the dates indicated. Signature and Title Dated ------------------- ----- /s/ RON CONQUEST August 21, 2000 ------------------------------------ Ron Conquest Chief Executive Officer and Director /s/ SUE CAMPBELL JONES August 21, 2000 ------------------------------------- Sue Campbell Jones Controller/Secretary