-----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, L7UyZepGauNnSm7Znsi5lVlPKlTXlaU7MHZqf5awC+zu478hL66REdBYoYjP7mvD jvn6tD57m5Sy+GnsLqBxsQ== /in/edgar/work/20000724/0001046532-00-000100/0001046532-00-000100.txt : 20000921 0001046532-00-000100.hdr.sgml : 20000921 ACCESSION NUMBER: 0001046532-00-000100 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MILLENNIUM MEDIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001108967 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29923 FILM NUMBER: 677484 BUSINESS ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: SUITE 300 CITY: SAFETY HARBOR STATE: FL ZIP: 34695 BUSINESS PHONE: 7277976664 10QSB 1 0001.txt U.S. 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 March 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the quarter ended March 31, 2000

Commission File No. --------------------

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (Name of Small Business Issuer in Its Charter)

Colorado 7310 84-1463284 (State of Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number Identification No.)

101 Philippe Parkway, Suite 300 Safety Harbor, Florida 34695 (Address of Principal Executive Offices) (Zip Code)

(727) 797-6664 (Issuer's Telephone Number, Including Area Code)

John D. Thatch, President New Millennium Media International, Inc. 101 Philippe Parkway, Suite 300 Safety Harbor, Florida 34695 (Name, address and Telephone Number of Agent for Service)

Copies to:

Gerald C. Parker, Chairman of the Board of Directors 7820 South Holiday Drive Suite 320 Sarasota, Florida 34321 (941) 925-2500 (941) 925-2503 Fax

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 No X

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 31, 2000, the Company had 23,790,462 shares of the Company's common stock issued and outstanding.

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. Form 10-QSB Quarterly Report For the Period Ended March 31, 2000

Page Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Report of Independent Accountants 4

Condensed Balance Sheet 5

Condensed Statement of Operations 6

Condensed Statement of Cash Flows 7

Notes to the Condensed Financial Statements 8

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 15

Item 2. Changes in Securities 15

Item 3. Defaults Upon Senior Securities 15

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 5. Other Information 15

Item 6. Exhibits and Reports of Form 8-K 16

Signatures 16

- ------------------------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders New Millennium Media International, Inc. (formerly Progressive Mailer Corp.) Safety Harbor, Florida

We have reviewed the condensed balance sheets of New Millennium Media International, Inc. (formerly Progressive Mailer Corp.) (a development stage company) as of December 31, 1999 and March 31, 2000 and the related statements of operations and cash flows for the quarters ended March 31, 1999 and March 31, 2000. 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 statements 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 statements taken as a whole. Accordingly, we do not express such an opnion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with generally accepted accounting principals.

We have previously audited, conducted in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1998 and 1999, and the related statements of operations, stockholders' deficit and cash flows for the years then ended (not presented herein), and in our report dated June 1, 2000, we expressed a qualified report because of going concern uncertainty on those consolidated financial statements. In our opinion the information set forth in the accompanying condensed balance sheet as of December 31, 1999, is fairly stated in all material respects in relation to the condensed balance sheet from which is has been derived.

Richard J. Fuller, CPA, PA Clearwater, Florida

June 22, 2000

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (FORMERLY PROGRESSIVE MAILER CORP.) (A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET December 31, March 31, 1999 2000 (Unaudited) ------------------------------------------- ASSETS Current Assets: Cash $ 2,063 $285,081 Inventories 548,862 567,612 ------------------------------------------- Total Current Assets 550,925 852,693 ------------------------------------------- Furniture and Equipment-Net 3,964 7,216 ------------------------------------------- Other Assets Prepaid expenses-net 417 5,271 Goodwill, net of accumulated amortization of $22,587 and $28,234, respectively 655,007 649,860 ------------------------------------------- Total Other Assets 655,424 655,131 ------------------------------------------- $ 1,210,313 $1,515,040 ============================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities Notes payable - related $ 1,596,012 $1,611,012 Accounts payable 85,235 38,837 Accrued expenses payable 129,289 145,289 ------------------------------------------- Total Current Liabilities 1,810,536 1,795,138 -------------------------------------------

Long-term Liabilities 0 0

Stockholders' Deficit Common stock, par value $.001; shares authorized, 25,000,000 shares issued and outstanding, 24,099,881 and 23,079,462 respectively 24,100 23,080 Preferred stock, par value $.001; shares authorized, 10,000,000 no shares issued and outstanding 0 0 Additional paid in capital 448,991 452,511 Common stock subscribed, (1,382,000 shares) - 441,500 Deficit accumulated during the development stage (1,073,314) (1,197,189) ------------------------------------------- Total Stockholders' Deficit (600,223) (280,098) ------------------------------------------- $ 1,210,313 $ 1,515,040 ===========================================

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (FORMERLY PROGRESSIVE MAILER CORP.) (A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS (Unaudited) For the For the From Inception quarter ended quarter ended through 3/31/99 3/31/00 3/31/00 ------- ------- -------- Income $ 6,911 $ - $ 59,808 Costs and Expenses: General and administrative $ 109,106 $ 101,877 $ 1,086,504 Interest expense 23,190 16,000 139,921 Depreciation and amortization 330 5,998 30,572 ------------------------------------------------------- Total costs and expenses 132,626 123,875 1,256,997 -------------------------------------------------------

Loss from Operations (125,715) (123,875) (1,197,189)

Net Loss $ (125,715) $ (123,875) $ (1,197,189) =======================================================

Basic Loss Per Common Share $ (0.009) $ (0.005) $ (0.052)

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (FORMERLY PROGRESSIVE MAILER CORP.) (A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) For the For the From Inception quarter ended quarter ended through 3/31/99 3/31/00 3/31/00 ------- ------- -------- Cash Flows from Operating Activities: Net loss $(125,715) $(123,875) $(1,197,189) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 330 5,998 30,772 Common stock issued for services 775 - 24,838 Increase in inventories (481,916) (18,750) (567,612) Increase in prepaid expenses - (5,000) (5,000) Increase (decrease) in accounts payable and accrued expenses 532,943 (30,398) 184,126 ----------------------------------------------------- Total adjustments 52,132 (48,150) (332,876) ----------------------------------------------------- Net Cash Used in Operating Activities (73,583) (172,025) (1,530,065) ----------------------------------------------------- Cash Flows from Investing Activities Purchase of goodwill - (500) (678,094) Purchase of fixed assets - (3,457) (14,916) ----------------------------------------------------- Net Cash Used in Investing Activities - (3,957) (693,010) -----------------------------------------------------

Cash Flows from Financing Activities Proceeds from notes payable - Related 70,000 15,000 1,611,012 Proceeds from common stock transactions - 444,000 897,144 ----------------------------------------------------- Net Cash provided by Financing Activities 70,000 459,000 2,508,156 -----------------------------------------------------

Increase in cash and cash equivalents $ (3,583) $ 283,018 $ 285,081

Cash and cash equivalents at beginning of period $ 6,811 $ 2,063 $ 0 ----------------------------------------------------

Cash and cash equivalents at end of period $ 3,228 $ 285,081 $ 285,081 ====================================================

Supplemental disclosure of cash flow information: Cash paid during the year for interest 0 0 0

Cash paid during the year for income taxes 0 0 0

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (FORMERLY PROGRESSIVE MAILER CORP.) (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited)

1. Organization and Basis of Presentation ---------------------------------------

New Millennium Media International, Inc. (formerly Progressive Mailer Corp.) (NMMI or the Company) is in the business of marketing advertising space in special advertising display machines. The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with rules and regulations of the Securities and Exchange Commission, in particular, Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company's Annual Report (Form 10-KSB) for the years ended December 31, 1998 and 1999. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000.

2. Development Stage Enterprise ----------------------------

The Company is a development stage enterprise, as defined in Financial Accounting Standards Board Statement No. 7(SFAS No. 7). The Company is devoting substantially all of its efforts in securing and establishing a new business, and has engaged in limited activities in the advertising business, but no significant revenues have been generated to date.

3. Going Concern Uncertainty -------------------------

The Company has incurred recurring operating losses and negative cash flows and has negative working capital. The Company has financed itself primarily through the sale of its stock and related party borrowings. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that the Company will be success in implementing its plans, or if such plans are implemented, that the Company will be successful.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amount and classification of liabilities that might result from the outcome of this uncertainty.

4. Subsequent Events -----------------

On April 12, 2000, the Company entered into an agreement with Investment Management of America, Inc. (a major stockholder and financial consultant) to exchange 3,000,000 shares of Common Stock for 3,000,000 shares of Series A Convertible Preferred Stock of the 5,000,000 shares created under resolution of the Board of Directors of the 10,000,000 Preferred Stock. In addition, the Company has voted and passed the increase of the number of Common Stock authorized to 75,000,000 at a special Meeting of Stockholders on July 17, 2000. Further, the Company has secured an agreement with a financial institution to provide an equity line of $25,000,000.

Proforma financial information is presented for the current interim period and corresponding prior interim period for the Scovel Corporation merger on March 9, 2000.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

NMMI is a defendant in a lawsuit filed on November 5, 1999 in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, Case Number 99-26073 CA 10. The plaintiff, Joseph Maenza, is seeking to collect payment of a promissory note in the principal amount of $50,000 plus interest from February 1999 and attorney fees. NMMI filed an Answer and Affirmative Defenses alleging, among other issues, that the interest stated in the promissory note is usurious. This case will most likely proceed to trial although settlement is always a viable possibility.

NMMI is a defendant in a lawsuit filed August 31, 1999 in the District Court, County of Denver, State of Colorado, Case Number 99CV5768. The plaintiff, International Vending Management, Inc., is seeking damages for failure to perform on a contract wherein plaintiff contracted to place advertising machines and manage the cash flow. NMMI filed defenses and a counterclaim stating that plaintiff failed to perform and lost or misplaced eleven machines.

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. Other information. None.

Item 6. Exhibits and reports on Form 8-K. (i) Form 8-K12G3 filed on July 20,2000 under SEC File No. 000-29923

Exhibit 27 Financial data schedule electronic filing only.

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 in its behalf by the undersigned, thereunto duly authorized, on July 24, 2000.

NEW MILLENNIUM MEDIA INTERNATIONAL, INC. ----------------- (Registrant)

Date: July 24 , 2000 s/s John D. Thatch --------------------------- JOHN D. THATCH President

EX-27 2 0002.txt WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31, 2000 BALANCE SHEET AND THE STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 200 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. [ARTICLE] 5 1,000 3-MOS DEC-31-2000 MAR-31-2000 285,081 0 0 0 567,612 852,693 7,216 0 1,515,040 1,795,138 0 23,080 0 0 (303,178) 1,515,040 0 0 0 0 107,875 0 16,000 (123,875) 0 (123,875) 0 0 0 (123,875) (0.005) (0.005)
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