-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D2jF7VXwzTfam0V3ZdJXrKpYXKq9SsgAEncJ/SLEvAzpAoRiUzfmF55YWzSoY4kI VjEHFmbXZJPf0XOb5FhpoQ== 0000950170-99-001608.txt : 19991103 0000950170-99-001608.hdr.sgml : 19991103 ACCESSION NUMBER: 0000950170-99-001608 CONFORMED SUBMISSION TYPE: 10SB12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FLORIDA COMMUNICATIONS INC CENTRAL INDEX KEY: 0001022746 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 650662159 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G/A SEC ACT: SEC FILE NUMBER: 001-15123 FILM NUMBER: 99739714 BUSINESS ADDRESS: STREET 1: 2161 EAST COMMERCIAL BLVD 2ND FL CITY: FT LAUDERDALE STATE: FL ZIP: 33308 MAIL ADDRESS: STREET 1: 2161 EAST COMMERCIAL BLVD 2ND FL CITY: FT LAUDERDALE STATE: FL ZIP: 33308 10SB12G/A 1 10SB12G/A (AMENDED FINANCIALS W/ NOTES) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12 (g) of The Securities and Exchange Act of 1934 FIRST FLORIDA COMMUNICATIONS, INC. (Name of Small Business Issuer and Its Charter) Florida 65-0662159 (State or other Jurisdiction of (IRS Employer Incorporations of Organization) Identification No.) 5625 South University Drive, Davie, Florida 33328 (Address of Principal Executive Office / Zip Code) (954) 252-9577 (Issuer's Telephone Number) Securities to be registered under Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.0001 OVER THE COUNTER BULLETING BOARD (Title of each Class to be so Registered) Name of Each Exchange on which Each Class to be Registered FIRST FLORIDA COMMUNICATIONS, INC. Balance Sheet June 30, 1999 (unaudited, for management purposes only) FIRST FLORIDA COMMUNICATIONS, INC. Balance Sheet June 30, 1999
FFCI MB AMERICAN FFCI PARADISE BROADCASTING WIRELESS COMBINED -------- ------------ -------- -------- CURRENT ASSETS: Cash 6,259 2 478,835 485,096 Accounts Receivable - 243,000 15,507 258,507 Notes Receivable 490,830 490,830 Inventory - 92 92 -------------------------------------------------------------------- Total Current Assets 497,089 243,002 494,434 1,234,525 PROPERTY PLANT & EQUIPMENT: Furniture & Fixtures 21,458 15,567 51,563 88,588 Leasehold Improvement 6,275 9,456 138,032 153,763 Equipment 2,710,000 563,019 2,676,758 5,949,777 Towers - - Web Site 2,715 2,715 -------------------------------------------------------------------- Gross Property, Plant & Equipment 2,740,448 588,042 2,866,353 6,194,843 Accumulated Depreciation (9,131) (368,529) (1,248,554) (1,626,214) -------------------------------------------------------------------- Net Property, Plant, & Equipment 2,731,317 219,513 1,617,799 4,568,629 OTHER ASSETS: Goodwill - - FCC Licenses 1,475,000 - 246,738 1,721,738 Deposits, Prepaids 1,977 56,791 58,768 Other - 457,406 457,406 -------------------------------------------------------------------- Gross Other Assets 1,476,977 - 760,935 2,237,912 Accumulated Depreciation (37,418) (37,418) -------------------------------------------------------------------- Net Other Assets 1,439,559 - 760,935 2,200,494 -------------------------------------------------------------------- TOTAL ASSETS 4,667,965 462,515 2,873,168 8,003,648 ====================================================================
(unaudited statements) FIRST FLORIDA COMMUNICATIONS, INC. Balance Sheet June 30, 1999
FFCI MB AMERICAN FFCI PARADISE BROADCASTING WIRELESS COMBINED -------- ------------ -------- -------- CURRENT LIABILITIES: Accounts Payable 14,289 125,323 587,469 727,081 Payroll, Sales, Property Taxes Payable 133,289 14,476 147,765 Other 291,923 1,000 21,715 314,638 ----------------------------------------------------------------- Total Current Liabilities 439,501 126,323 623,660 1,189,484 NON-CURRENT LIABILITIES Note Payable 8,798 124,500 219,256 352,554 Due to Subsidiaries - - - - Due from Subsidiaries - - Shareholder Loans 23,942 42,878 66,820 Other notes - 229,618 229,618 ----------------------------------------------------------------- Total Non-Current Liabilities 32,740 167,378 448,874 648,992 STOCKHOLDERS EQUITY Common Stock, $.0001 par value; 20,000,000 - - - - shares authorized; 8,251,749 shares - issued and outstanding 825 825 Paid in excess of Par 5,810,918 - 2,117,309 7,928,227 Retained Earnings (1,038,687) 335,957 (125,433) (828,163) Current Period Earnings (577,332) (167,143) (191,242) (935,717) ----------------------------------------------------------------- Total Stockholders' Equity 4,195,724 168,814 1,800,634 6,165,172 TOTAL LIABILITIES & S/H'S EQUITY 4,667,965 462,515 2,873,168 8,003,648 =================================================================
(unaudited statements) FIRST FLORIDA COMMUNICATIONS, INC. Income Statement For the Six months ending June 30, 1999
FFCI MB AMERICAN FFCI PARADISE BROADCASTING WIRELESS COMBINED -------- ------------ -------- -------- REVENUES Sales Revenues 117,778 227,598 478,835 824,211 Misc. Sales, other - 29,080 - 29,080 ----------------------------------------------------------------- Total Sales Revenues 117,778 256,678 478,835 853,291 COST OF SALES Cost of Sales 149,947 217,723 182,513 550,183 Misc. Other Cost of Goods Sold 59,494 - 4,788 64,282 ----------------------------------------------------------------- Total Cost of Sales 209,441 217,723 187,301 614,465 Gross Margin (91,663) 38,955 291,534 238,826 OPERATING EXPENSES Operating Expenses 485,669 189,988 482,748 1,158,405 Other - 15,932 28 15,960 ----------------------------------------------------------------- Total Operating Expenses 485,669 205,920 482,776 1,174,365 OTHER EXPENSE Miscellaneous Income - 178 178 Interest Expense - - - ----------------------------------------------------------------- Total Other - 178 - 178 NET INCOME (LOSS) (577,332) (167,143) (191,242) (935,717) ================================================================= (Before Income Taxes)
(unaudited statements) FIRST FLORIDA COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1999 NOTE 1 - OPERATION AND SIGNIFICANT ACCOUNTING POLICIES 1. BACKGROUND First Florida Communications, Inc., (the Company) was incorporated in the State of Florida in April 1996 to acquire licenses, broadcast rights, and provide services to sell equipment in the wireless communication industry. (The Company is still in the development stage). The majority of the company's assets are in wireless communication and production equipment. The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in the accompanying financial statements and notes. 2. PRINCIPLES OF CONSOLIDATION The accompanying financial statements as of and for the six months ended June 30, 1999 included the accounts of the company and it's wholly owned subsidiaries, MB Broadcasting, Inc., and American Wireless. 3. REVENUE RECOGNITION Sales by First Florida Communications, Inc., to outside customers not pursuant to long term contracts are generally recognized as products are shipped or services rendered. The Company currently has no long term sales contracts in place. 4. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires 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 period. Actual results can differ from those estimates. 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, cash in banks, and any highly liquid investments with a maturity of three months or less at the time of purchase. The Company and its Subsidiaries maintain cash and cash equivalent balances at several financial institutions which are insured by the Federal Deposit Insurance Corporation up to $100,000. At June 30, 1999 there is no concentration of credit risk from uninsured bank balances. 6. INVENTORIES Inventories (stated at the lower of cost of market) are primarily cellular telephones, beepers, ancillary products and the communication parts. -7- FIRST FLORIDA COMMUNICATIONS, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 1999 NOTE 1 - OPERATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 7. PROPERTY AND DEPRECIATION Furniture, fixtures and leasehold improvements are carried at cost. Communications equipment, acquired for common stock, is carried at estimated fair market value. Depreciation of property is provided for based on estimated useful lives (generally 3 to 10 years) using straight line methods. NOTE 2 - INCOME TAXES In February 1992, the Financial Accounting Standards Board issued Statement of Financial Standards 109 of "Accounting for Income Taxes." Under FASB 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company has net operating losses (NOL's) of approximately $978,000 expiring in the years 2011 through 2013. Deferred Tax Benefit (statutory Rate of 15-34%) $ 318,000 Valuation Allowances (318,000) ---------- Net Benefit $ - 0 - ========== Due to the uncertainty of using the NOL and recognizing the deferred tax benefit, an offsetting valuation allowance has been provided. NOTE 5 - ACQUISITIONS In January 1999, the Company acquired all the stock of M. B. Broadcasting, Inc., (and consolidated subsidiaries) for 600,000 shares of common stock. M. B. Broadcasting, Inc., is primarily a Saint George, Utah Television station. In March 1999, the Company acquired for $1,500,000 the net assets of Summit Advertising Group, a Fort Lauderdale, Florida advertising agency. The purchase price consideration was $100,000 in cash and 300,000 shares of common stock, restricted for a period of 1 year pursuant to SEC Rule 144. (FFCI restructured Summit and newly formed Summit Media and Production a Florida Corporation which emphasizes media production.) In April 1999, the Company acquired approximately 92% of American Wireless, Inc. a Utah corporation. American Wireless primarily conducts business as a wireless cable operator. The acquisition consisted of 1,200,000 of the Company's common stock. -8- -----END PRIVACY-ENHANCED MESSAGE-----