UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 0000-24477
STRATUS MEDIA GROUP, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | #86-0776876 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
8439 West Sunset Boulevard, West Hollywood, CA 90069
(Address of principal executive offices)
(323) 656-2222
(Issuer's telephone number)
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 ¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer ¨ | Accelerated Filer ¨ | |
Non-Accelerated Filer (Do not check if smaller reporting company) ¨ | Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of August 29, 2008: 55,103,850.
STRATUS MEDIA GROUP, INC.
FORM 10-Q
JUNE 30, 2008
INDEX
Page | ||
Part I – Financial Information | ||
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition or Plan of Operation | 13 |
| Item 4T. | Controls and Procedures | 17 |
Part II – Other Information | ||
| Item 1. | Legal Proceedings | 18 |
| Item 2. | Unregistered Sales of Equity Securities | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
Signatures | 19 | |
Certifications | 21-25 | |
2
STRATUS MEDIA GROUP, INC.
BALANCE SHEETS
(UNAUDITED)
June 30, | December 31, | ||||||
2008 | 2007* | ||||||
| (Unaudited) | (Unaudited) | ||||||
ASSETS | |||||||
Current assets | |||||||
| Cash | $ | 16,297 | $ | 196 | |||
| Restricted cash | 162,855 | 162,855 | |||||
| Receivables | 10,100 | - | |||||
| Deposits and prepaid expenses | 35,861 | 15,320 | |||||
| Inventory | 9,482 | 9,482 | |||||
Total current assets | 234,595 | 187,853 | |||||
Property and equipment, net | 6,603 | 12,913 | |||||
Intangible assets, net | 4,406,293 | 4,428,998 | |||||
Goodwill | 2,073,345 | 2,073,345 | |||||
Total assets | $ | 6,720,836 | $ | 6,703,109 | |||
LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||||
Current liabilities | |||||||
| Accounts payable | $ | 624,796 | $ | 622,411 | |||
| Deferred salary | 1,665,512 | 1,545,512 | |||||
| Accrued interest | 787,325 | 695,557 | |||||
| Accrued expenses - legal judgment | - | 365,579 | |||||
| Other accrued expenses and other liabilities | 718,971 | 608,219 | |||||
| Line of credit | - | 68,041 | |||||
| Loans payable to shareholders | 998,618 | 1,013,750 | |||||
| Current portion of notes payable - related parties | 90,000 | 90,000 | |||||
| Notes payable | 315,000 | 315,000 | |||||
| Event acquisition liabilities | 1,153,760 | 1,153,760 | |||||
| Deferred revenue | 333 | 6,917 | |||||
| Redemption fund reserve | 124,293 | 124,293 | |||||
Total current liabilities | 6,478,608 | 6,609,039 | |||||
Non-current liabilities | |||||||
Non-current portion of notes payable - related parties | 1,000,000 | 1,000,000 | |||||
Total liabilities | 7,478,608 | 7,609,039 | |||||
Commitments and contingencies | |||||||
Shareholders' deficit | |||||||
| Common stock, $0.001 par value: 200,000,000 shares authorized 55,029,850 and 49,046,272 (unaudited) shares issued and outstanding, respectively | 55,030 | 49,046 | |||||
| Additional paid-in capital | 10,239,271 | 9,840,255 | |||||
| Accumulated deficit | (11,052,073 | ) | (10,795,231 | ) | |||
Total shareholders' deficit | (757,772 | ) | (905,930 | ) | |||
Total liabilities and shareholders' deficit | $ | 6,720,836 | $ | 6,703,109 | |||
* The balance sheet as of December 31, 2007 has not been audited or reviewed by the Company’s registered independent public accounting firm.
See accompanying Notes to Financial Statements.
3
STRATUS MEDIA GROUP, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2008 | 2007 | 2008 | 2007 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
Net revenues | |||||||||||||
| Event revenues | $ | - | $ | - | $ | 33,606 | $ | 15,950 | |||||
| Stratus revenues | 1,050 | 61,308 | 6,583 | 97,711 | |||||||||
Total revenues | 1,050 | 61,308 | 40,189 | 113,661 | |||||||||
Cost of goods sold | |||||||||||||
| Event cost of goods sold | - | - | 25,162 | 2,138 | |||||||||
| Stratus cost of goods sold | - | - | - | - | |||||||||
Total cost of goods sold | - | - | 25,162 | 2,138 | |||||||||
Gross profit | 1,050 | 61,308 | 15,027 | 111,523 | |||||||||
Operating expenses | |||||||||||||
| General and administrative | 161,841 | 240,002 | 305,586 | 398,136 | |||||||||
| Legal and professional services | 58,040 | 134,192 | 175,000 | 403,881 | |||||||||
| Depreciation and amortization | 14,507 | 14,633 | 29,014 | 29,140 | |||||||||
Total operating expenses | 234,388 | 388,827 | 509,600 | 831,157 | |||||||||
Loss from operations | (233,338 | ) | (327,519 | ) | (494,573 | ) | (719,634 | ) | |||||
Other (income)/expenses | |||||||||||||
| Other (income)/expense | 6,466 | (1,981 | ) | (367,587 | ) | (32,932 | ) | ||||||
| Interest expense | 46,398 | 40,925 | 93,143 | 76,920 | |||||||||
Total other expenses | 52,864 | 38,944 | (274,444 | ) | 43,988 | ||||||||
Net loss | $ | (286,202 | ) | $ | (366,463 | ) | $ | (220,129 | ) | $ | (763,622 | ) | |
Basic and diluted earnings per share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |
Basic and diluted weighted- average common shares | 55,005,576 | 48,777,943 | 52,667,460 | 48,703,567 | |||||||||
See accompanying Notes to Financial Statements.
4
STRATUS MEDIA GROUP, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | |||||||
2008 | 2007 | ||||||
| (Unaudited) | (Unaudited) | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (220,129 | ) | $ | (763,622 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Depreciation and amortization | 29,014 | 29,140 | |||||
| Accretion of warrants liability | - | (3,626 | ) | ||||
(Increase) / decrease in: | |||||||
| Receivables | (10,100 | ) | 12,778 | ||||
| Deposits and prepaid expenses | (20,541 | ) | (18,628 | ) | |||
Increase / (decrease) in: | |||||||
| Accounts payable | 2,385 | 274,373 | |||||
| Deferred salary | 120,000 | 120,000 | |||||
| Accrued interest | 91,768 | 81,103 | |||||
| Accrued expenses - legal judgment | (365,579 | ) | - | ||||
| Other accrued expenses and other liabilities | 74,040 | 67,704 | |||||
| Deferred revenue | (6,584 | ) | (46,902 | ) | |||
Net cash used in operating activities | (305,726 | ) | (247,680 | ) | |||
Cash flows from financing activities: | |||||||
| Proceeds/(payments) from bank overdraft | - | (51,023 | ) | ||||
| Proceeds/(payments) of line of credit | (68,041 | ) | (1,040 | ) | |||
| Proceeds/(payments) - loans payable to shareholders | (15,132 | ) | 89,743 | ||||
| Proceeds from notes payable-related parties (current) | - | 10,000 | |||||
| Proceeds from issuance of common stock for cash | 405,000 | 200,000 | |||||
Net cash provided by financing activities | 321,827 | 247,680 | |||||
Net change in cash and cash equivalents | 16,101 | - | |||||
Cash and cash equivalents, beginning of period | 196 | - | |||||
Cash and cash equivalents, end of period | $ | 16,297 | $ | - | |||
Supplemental disclosure of cash flow information: | |||||||
| Cash paid during the period for interest | $ | - | $ | - | |||
| Cash paid during the period for income taxes | $ | - | $ | - | |||
See accompanying Notes to Financial Statements.
5
STRATUS MEDIA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
(UNAUDITED)
1. Business
Business
On March 14, 2008, pursuant to an Agreement and Plan of Merger dated as of August 20, 2007 (“Merger Agreement”) by and among Feris International, Inc. (“Feris”), Feris Merger Sub, Inc. and Patty Linson, on the one hand, and Pro Sports & Entertainment, Inc. (“PSEI”), on the other hand, Feris issued 49,500,000 shares of its common stock in exchange for all of the issued and outstanding shares of the PSEI, resulting in PSEI becoming a wholly owned subsidiary of Feris and is the surviving entity for accounting purposes (“Reverse Merger”).
Subsequent to this Reverse Merger, Feris’ corporate name was changed to Stratus Media Group, Inc. (“Company”). PSEI, a California corporation, was organized on November 23, 1998 and specializes in sports and entertainment events that it owns, operates, manages, markets and sells in national markets. In addition, PSEI acquired the business of Stratus Rewards (“Stratus”) in August 2005, a credit card rewards program that uses the Visa card platform. Stratus is a private lifestyle club offering a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. The sponsoring bank that ran the program when the Company acquired Stratus stopped processing new members and sending the Company statements in November 2007 and provided notice in March 2008 that it was discontinuing the program. While several cardmembers are continuing to use their cards with the sponsor bank, the Stratus Rewards program is currently inactive and the Company has not recorded revenues since November 2007. The Company is actively seeking a new sponsoring bank to restart the program in the fourth quarter of this year, but there can be no assurances that it will be able to do so.
Management's Plan of Operations
The Company has suffered losses from operations and currently lacks liquidity to meet its current obligations. The Company had net losses for the six months ended June 30, 2008 and 2007 of $220,129 and $763,622, respectively. As of June 30, 2008, the Company had negative working capital of $6,244,013 and cumulative losses of $11,052,073. Unless additional financing is obtained, the Company may not be able to continue as a going concern. In the three months ended June 30, 2008, the Company raised $25,000 in capital through the issuance of common stock. The Company is actively seeking additional capital. However, due to the current economic environment and the Company’s current financial condition, we cannot assure current and future stockholders there will be adequate capital available when needed and on acceptable terms.
The financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Notes to the financial statements which would substantially duplicate the disclosures contained in the financial statements for the most recent fiscal year 2006 for PSEI have been omitted. The Company has not completed its audit for the year ending December 31, 2007 and has not filed an amended Report on Form 10-K to show audited results for that year. The results of operations for the three and six month periods ended June 30, 2008 and 2007 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the financial statements and related notes which are part of the Company's Report on Form 8-K filed on March 14, 2008 that included audited results for the year ended December 31, 2006 and unaudited results for the ten months ended October 31, 2007.
Stock Split
On March 14, 2008, the Board of Directors of the Company approved a 3.582 for 1.000 forward stock split of the PSEI's common stock. The effective date of the stock split was March 14, 2008 and was concurrent with the Reverse Merger. All share and per share information have been adjusted to give effect to the stock split for all periods presented, including all references throughout the financial statements and accompanying notes.
6
Net Loss per Share
Basic and dilutive loss per share is based on the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share also includes the effect of stock options and other common stock equivalents outstanding during the period, and assumes the conversion of the Company's stock options and warrants are dilutive. For the three and six months ended June 30, 2008, no potentially dilutive shares have been excluded from diluted loss per share since the options and warrants are out of the money and thus antidilutive.
3. Litigation
In connection with a settlement agreement, on or about May 27, 2005, a legal judgment was entered in the Superior Court of the County of Los Angeles against the Company in favor of the previous owners of the “Core Tour” event, in the amount of $482,126. In addition, this judgment specified that the Company must pay interest of $39,664. The dispute arose out of the Company’s asset purchase of the “Core Tour” event from the plaintiffs. As of June 30, 2008, the Company has recorded the $482,126 amount of the judgment plus accrued interest of $136,775, for a total liability of $618,901. On July 31, 2008, PSEI Management and Core Tour have agreed to a settlement whereby PSEI will retain all rights of the Core Tour events in exchange for payment of $482,126 in cash by December 31, 2008 and 74,000 shares of Common Stock issued on July 31, 2008 that was valued at $148,000.
In March 2008, a court case was dismissed for which a $365,579 reserve had been established on the balance sheet. This reserve was reversed, with the offset going to other income.
4. Acquisition of Stratus Rewards
In accordance with the Asset Purchase Agreement dated August 15, 2005, by and between PSEI and Stratus Rewards, LLC (“Stratus”), PSEI acquired the business of Stratus, a credit card rewards program.
The total consideration for this acquisition was $3,000,000, with PSEI entering into a note payable of $1,000,000 and issuing 666,667 common shares valued at $2,000,000. The note is payable in eight quarterly equal payments over a 24 month period, with the first payment due upon completion of the first post-public merger funding of a minimum amount of $3,000,000.
The results of operations of the business acquired have been included in the Company’s Statements of Operations from the date of acquisition. Depreciation and amortization related to the acquisition were calculated based on the estimated fair market values and estimated useful lives for property and equipment and an independent valuation for certain identifiable intangible assets acquired.
The sponsoring bank that ran the program when the Company acquired Stratus stopped processing new members and sending the Company statements in November 2007 and provided notice in March 2008 that it was discontinuing the program. While several cardmembers are continuing to use their cards with the sponsor bank, the Stratus Rewards program is currently inactive and the Company has not recorded revenues since November 2007. The Company is actively seeking a new sponsoring bank to restart the program in the fourth quarter of this year, but there can be no assurances that it will be able to do so. Despite this inactive status, the Company believes that the brand and value of the business remains intact and will increase in value with the addition of a new sponsoring bank. Accordingly, the Company has not recorded any impairment of the carrying value on its financial statements.
5. Goodwill and intangible assets
The following sets forth the intangible assets of the Company as of December 31, 2007 and June 30, 2008:
7
June 30, | December 31, | ||||||
2008 | 2007 | ||||||
Intangible Assets | |||||||
Events | |||||||
| ● Long Beach Marathon | $ | 300,000 | $ | 300,000 | |||
| ● Millrose Games | 61,233 | 61,233 | |||||
| ● Concours on Rodeo | 600,000 | 600,000 | |||||
| ● Santa Barbara Concours d'Elegance | 243,000 | 243,000 | |||||
| ● Cour Tour/Action Sports Tour | 1,067,069 | 1,067,069 | |||||
| ● Freedom Bowl | 344,232 | 344,232 | |||||
| ● Maui Music Festival | 725,805 | 725,805 | |||||
| ● Athlete Management | 15,000 | 15,000 | |||||
| ● Snow & Ski Tour | 255,000 | 255,000 | |||||
Total - Events | 3,611,339 | 3,611,339 | |||||
Stratus Rewards | |||||||
| ● Purchased Licensed Technology, net of Accum. Amort. of $100,946 and 83,641 | 245,154 | 262,459 | |||||
| ● Membership List, net of accum. amort. of $31,500 and $26,100 | 76,500 | 81,900 | |||||
| ● Corporate Partner List | 23,300 | 23,300 | |||||
| ● Corporate Membership | 450,000 | 450,000 | |||||
Total - Stratus Rewards | 794,954 | 817,659 | |||||
Total Intangible Assets | $ | 4,406,293 | $ | 4,428,998 | |||
In accordance with SFAS No. 142, the Company’s goodwill and intangible assets, other than the purchased licensed technology and the membership list for Stratus, are considered to have indefinite lives and are therefore no longer amortized, but rather are subject to annual impairment tests. The Company’s annual impairment testing date is December 31, but the Company monitors the facts and circumstances for all intangible properties and will record an impairment if warranted by adverse changes in facts and circumstances. The Company determined that it did not have any impairment of goodwill or intangible assets at December 31, 2007 or June 30, 2008, and thus did not recognize any impairment expense in the periods then ended. The purchased licensed technology and membership list are being amortized over their estimated useful life of 10 years. For the three and six months ended June 30, 2008 and 2007, amortization expense was $11,352, $11,352, $22,704 and $22,704, respectively.
6. Loans payable to shareholders
The Loans Payable to Shareholders represents a loan from the Company’s President and amounted to the following at December 31, 2007 and June 30, 2008:
| June 30, | December 31, | ||||||
| 2008 | 2007 | ||||||
| Loans payable to shareholders, due on demand, with an interest rate of 9.5% | $ | 998,618 | $ | 1,013,750 | |||
Interest expense on loans to shareholders for the three months ended June 30, 2008 and 2007 was $23,930 and $21,366, respectively, and interest expense on loans to shareholders for the six months ended June 30, 2008 and 2007 was 47,493 and $45,848, respectively.
7. Notes payable to related parties
Notes Payable to Related Parties at December 31, 2007 and June 30, 2008 consisted of the following:
8
| June 30, | December 31, | ||||||
| 2008 | 2007 | ||||||
| ● Note payable to shareholder (unsecured), dated January 14, 2005, with maturity date of May 14, 2005. The principal amount and accrued interest were payable on May 14, 2005, plus interest at 10% per annum. This note is currently in default. | $ | 70,000 | $ | 70,000 | |||
| ● Note payable to shareholder (unsecured), dated February 1, 2005, with maturity date of June 1, 2005. The principal amount and accrued interest were payable on June 1, 2005, plus interest at 10% per annum. This note is currently in default. | 10,000 | 10,000 | |||||
| ● Note payable to shareholder (unsecured), dated February 5, 2005, with maturity date of June 5, 2005. The principal amount and accrued interest were payable on June 5, 2005, plus interest at 10% per annum. This note is currently in default. | 10,000 | 10,000 | |||||
| ● Note payable to shareholder related to purchase of Stratus. The note is payable in eight quarterly equal payments over a 24 month period, with the first payment due upon completion of the first post-public merger funding, with such funding to be at a minimum amount of $3,000,000. | 1,000,000 | 1,000,000 | |||||
| Total | 1,090,000 | 1,090,000 | |||||
| Less: current portion | 90,000 | 90,000 | |||||
| Long-term portion | $ | 1,000,000 | $ | 1,000,000 | |||
The future obligations under these Notes Payable to Related Parties were as follows at June 30, 2008:
Twelve Months Ending | ||||
June 30, | ||||
| 2009 | $ | 90,000 | ||
| 2010 | $ | 500,000 | ||
| 2011 | $ | 500,000 | ||
$ | 1,090,000 | |||
For the three months ended June 30, 2008 and 2007, the Company incurred interest expense on these Notes Payable to Related Parties of $2,250 and $2,250, respectively, and for six months ended June 30, 2008 and 2007 interest expense on these Notes were $4,500 and $4,500.
8. Notes payable
The Notes Payable at December 31, 2007 and June 30, 2008 consisted of the following:
9
| June 30, | December 31, | ||||||
| 2008 | 2007 | ||||||
| ● Note payable to non-shareholder (unsecured), date January 19, 2005 with maturity date of May 19, 2005. The principal amount and accrued interest were payable June 1, 2005, plus interest at 10% per annum. This note is currently in default. | $ | 125,000 | $ | 125,000 | |||
| ● Note payable to a shareholder (unsecured) $100,000 made in August 2008 and $80,000 made in November 2008. Payable on demand and bears interest at 10% per annum. | 180,000 | 180,000 | |||||
| ● Note payable to non-shareholder (unsecured). Payable on demand and does not bear interest | 10,000 | 10,000 | |||||
| Total | $ | 315,000 | $ | 315,000 | |||
For the three months ended June 30, 2008 and 2007, the Company incurred interest expense on these Notes Payable of $7,825 and $3,325, respectively, and for the six months ended June 30, 2008 and 2007 interest expense on these Notes was $15,650 and $400, respectively.
9. Event acquisition liabilities
The following sets forth the liabilities, in relation to the acquisition of events (refer to Note 6), assumed by the Company as of December 31, 2007 and June 30, 2008:
| June 30, | December 31, | ||||||
| 2008 | 2007 | ||||||
| ● Concours on Rodeo | $ | 430,043 | $ | 430,043 | |||
| ● Core Tour/Action Sports Tour | 483,717 | 483,717 | |||||
| ● Snow & Ski Tour | 240,000 | 240,000 | |||||
| $ | 1,153,760 | $ | 1,153,760 | ||||
10. Redemption fund reserve
The redemption fund reserve records the liabilities related to the Company’s obligations to pay for the redemption of rewards from the Stratus credit card rewards program.
11. Other related party transaction
From prior to fiscal year 2006 through the present, the Company has rented office space owned by the Chairman, President and Chief Executive Officer of the Company. The total rent expense accrued by the Company in the three months ended June 30, 2008 and 2007 was $12,000 and $12,000, respectively, and for the six months ended June 30, 2008 and 2007 this rent expense was $24,000 and $24,000, respectively. The Company believes that such rents are at prevailing market rates and is continuing to rent this space.
12. Shareholders’ Deficit
Common Stock
On March 14, 2008, pursuant to an Agreement and Plan of Merger dated as of August 20, 2007 (the “Merger Agreement”) by and among Feris International, Inc. (“Feris”), Feris Merger Sub, Inc. and Patty Linson, on the one hand, and Pro Sports & Entertainment, Inc. (“PSEI”), on the other hand, Feris issued 49,500,000 shares of its common stock in exchange for all of the issued and outstanding shares of the PSEI, resulting in a “reverse merger” in which PSEI became a wholly owned subsidiary of Feris and is the surviving entity for accounting purposes.
10
During the three months ended June 30, 2008 and 2007 the Company raised $25,000 and $200,000, respectively, through the issuance of 29,850 and 119,401 shares of common stock, respectively, and during the six months ended June 30, 2008 and 2007, the Company raised $405,000 and $200,000, respectively, through the issuance of 483,578 and 119,401 shares, respectively. During the three months ended March 31, 2008, 4,631,351 shares were issued to retire a convertible note.
Stock Options
There were no stock options granted during the fiscal year ended December 31, 2007 or the six months ended June 30, 2008.
Weighted | |||||||
Stock option activity is as follows: | Number | Average | |||||
of Options | Exercise Price | ||||||
Balance outstanding at December 31, 2006 | 4,444,818 | $ | 2.97 | ||||
| (4,444,818 options exercisable at weighted average exercise price of $2.97) | |||||||
| Granted | 0 | ||||||
| Exercised | 0 | ||||||
Balance outstanding at December 31, 2007 and June 30, 2008 | 4,444,818 | $ | 2.97 | ||||
Warrants
During the year ended December 31, 2005 the Company granted warrants with rights to purchase 43,283 shares of its common stock with a strike price of $0.84 cents per share. These warrants have terms of five years and the exercise prices for these warrants are to be the share prices applicable in the next Company Financing after February 2005 as a result of the proposed Reverse Merger. The warrants will expire in 2010. The Company valued these warrants, using the Black-Scholes option pricing model, at December 31, 2006 and 2005, at $15,562 and $15,562, respectively, and included this liability in other accrued expenses and other liabilities. There were no warrants granted in fiscal 2007 or the six months ended June 30, 2008.
These warrants were granted as financing costs related to notes payable agreements with two shareholders and one non-shareholder. The warrants are accounted for as financing costs which were capitalized and amortized over the five-year life of the debt. Total amortization expense for the three months ended June 30, 2008 and 2007 were $0 and $1,813, respectively. Total amortization expense for the six months ended June 30, 2008 and 2007 were $0 and $5,438, respectively.
The Company analyzed these warrants in accordance with EITF pronouncement No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. The Company determined that the warrants should be classified as a liability based on the fact that the number of shares attributable to these warrants is indeterminate.
13. Commitments and contingencies
Effective September 1, 2006, the Company entered into a lease agreement for office facilities on a month-to-month basis and this agreement requires monthly payments of $4,318. The Company vacated this space in August 2007.
Rent expense for the three months ended June, 2008 and 2007 amounted to $37,500 and $22,192, respectively. Rent expense for the six months ended June, 2008 and 2007 amounted to $49,500 and $57,764, respectively.
Effective April 1, 2008, the Company entered into a lease for office space in West Hollywood, California with a security deposit of $34,200 at a monthly rate of $8,500 from April 1, 2008 to June 30, 2008, and a monthly rent of $11,400 per month from July 1, 2008 until the end of the lease at Jun 30, 2010.
On April 21, 2008, the Company agreed to purchase the tangible and intangible assets of Nouveau Model Talent Management, Inc (“Nouveau”)., a modeling and talent management agency, for 500,000 shares of Company common stock, of which 166,667 shares will be issued at the time of closing, 166,667 shares will be issued one year from closing and the remaining 166,666 shares will be issued two years from closing. The closing of this transaction requires that Nouveau obtain an audit of its 2006 and 2007 financial statements and a review of its financial statements for the three months ended March 31, 2008. To date, Nouveau has not obtained this audit and review and the transaction has not closed.
11
| 14. | Subsequent Events |
On July 30, 2008, the Company signed a definitive purchase agreement to acquire 100% of the common stock of Exclusive Events S.A., a privately held corporation based in Geneva, Switzerland that provides Formula One racecar experiences to its customers, in a cash and stock transaction with an aggregate base value of approximately $1,612,000, with $1,128,000 in cash and $484,000 in shares of the Company’s common stock, with the number of such shares to be determined by dividing this amount by the average closing price of the Company’s common stock for thirty days prior to the closing of the transaction. In addition, if Exclusive Events meets certain financial performance criteria for fiscal years 2008 and 2009, additional payments totaling $1,612,000, subject to certain conditions and adjustments, will be due, with $484,000 in cash and $1,128,000 in shares of the Company’s common stock, with the number of shares to be determined by dividing the amount due by the average closing price of the Company’s common stock for thirty days prior to the computation of the performance bonus. The transaction, subject to customary conditions and approvals and the Company’s ability to fund the cash portion of the purchase price, is expected to close on or before December 15, 2008.
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under “Certain Factors That May Affect Future Results” below and elsewhere in, or incorporated by reference into, this report.
In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements. When used in the following discussion, the words “believes,” “anticipates” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The forward-looking statements in this report are based upon management’s current expectations and belief, which management believes is reasonable. These statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
The following discussion relates to the operations of PSEI and should be read in conjunction with the Notes to Financial Statements.
Description of Business
Overview
On March 14, 2008, pursuant to an Agreement and Plan of Merger dated as of August 20, 2007 (the “Merger Agreement”) by and among Feris International, Inc. (“Feris”), Feris Merger Sub, Inc. and Patty Linson, on the one hand, and Pro Sports & Entertainment, Inc. (“PSEI”), on the other hand, Feris issued 49,500,000 shares of its common stock in exchange for all of the issued and outstanding shares of the PSEI, resulting in PSEI becoming a wholly owned subsidiary of Feris and is the surviving entity for accounting purposes (“Reverse Merger”).
Subsequent to this Reverse Merger, Feris’ corporate name was changed to Stratus Media Group, Inc. (“The Company”). PSEI, a California corporation, was organized on November 23, 1998 and specializes in sports and entertainment events that it owns, operates, manages, markets and sells in national markets. In addition, PSEI acquired the business of Stratus Rewards (“Stratus”) in August 2005, a credit card rewards program that uses the Visa card platform. Stratus is a private lifestyle club offering a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. The sponsoring bank that ran the program when the Company acquired Stratus stopped processing new members and sending the Company statements in November 2007 and provided notice in March 2008 that it was discontinuing the program. While several cardmembers are continuing to use their cards with the sponsor bank, the Stratus Rewards program is currently inactive and the Company has not recorded revenues since November 2007. The Company is actively seeking a new sponsoring bank to restart the program in the fourth quarter of this year, but there can be no assurances that it will be able to do so.
PSEI is located in Los Angeles and was formed as a California corporation in November 1998. PSEI is a development stage company that owns or is targeting the acquisition of live entertainment companies in the following areas (“strategic verticals”): Action Sports, Auto Shows, College Sports, Concerts & Music Festivals, Food Entertainment, Diversified Media Marketing, Motor Sports, Running Events, Trade Shows & Expos, and Talent Management. Assuming PSEI is able to raise appropriate capital, PSEI intends to operate its current portfolio of live entertainment events, activate certain existing properties, operate Stratus Rewards and acquire and aggregate a global platform of live entertainment events.
The business plan of PSEI is to own and operate 100% of all event revenue rights and derive its revenue primarily from ticket /admission sales, corporate sponsorship, television, print, radio, on-line and broadcast rights fees, merchandising, and hospitality activities. With additional funding, the objective of management is to build a profitable business by implementing an aggressive acquisition growth plan to acquire quality companies, build corporate infrastructure, and increase organic growth. The plan is to leverage operational efficiencies across an expanded portfolio of events to reduce costs and increase revenues. The Company intends to promote the Stratus Rewards card and its events together, obtaining maximum cross marketing benefit among card members, corporate sponsors and PSEI events.
13
Strategy
PSEI is a “roll up” strategy, targeting sports and live entertainment events and companies that are independently owned and operated or being divested by larger companies with the plan to aggregate them into one large leading live entertainment company. The strategy is to purchase these events for approximately 4-6 times Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of the events with the expectation that the combined EBITDA of the Company from these events will receive a much higher valuation multiple in the public markets.
Assuming the availability of capital, PSEI is targeting acquisitions of event properties in each of the strategic verticals. The goal is to aggressively build-up a critical mass of events, venues and companies that allow for numerous cross-event synergies. Specifically:
| · | On the expense side, to share sales, financial and operations resources across multiple events, creating economies of scale, increasing the Company’s purchasing power, eliminating duplicative costs, and bringing standardized operating and financial procedures to all events, thus increasing the margins of all events. |
| · | On the revenue side, to present to advertisers and corporate sponsors an exciting and diverse menu of demographics and programming that allows sponsors “one stop shopping” rather than having to deal with each event on its own, and in so doing, convert these sponsors into “strategic partners.” |
With these core operational synergies and subject to available capital, PSEI intends to (1) expand its acquisition strategy of additional live sports and entertainment events and companies, (2) create entirely new event properties on the forefront of the “experience economy” and thus tap into people’s lifestyle passions, and (3) cross-promote the Stratus Rewards Visa card with these events to enhance the results of the card and event businesses.
The business plan of PSEI is to provide integrated event management, television programming, marketing, talent representation and consulting services in the sports and other live entertainment industries. PSEI’s event management, television programming and marketing services may involve:
| · | managing sporting events, such as college bowl games, golf tournaments and auto racing team and events; |
| · | managing live entertainment events, such as music festivals, car shows and fashion shows; |
| · | producing television programs, principally sports entertainment and live entertainment programs; and |
| · | marketing athletes, models and entertainers and organizations. |
The objective of this approach is to consolidate event properties and then craft individual large-scale deals to allow companies to bundle advertising across diverse events.
For example, subject to available capital, PSEI is targeting the acquisition of eight music festivals by the end of 2009, with the goal of combining them with its current music festival events and having one event per month. Through these acquisitions, the Company plans to amass core competencies in the areas of promotion, operations, marketing, sales and distribution. The objective is to afford PSEI better negotiating leverage with cost centers such as advertising, marketing, venue and talent costs on a regional, national and international scale. Additionally, by offering advertisers access to other PSEI’s properties, the Company hopes to create greater value for the advertisers by cross pollinating multi verticals within PSEI’s portfolio offering other key demographic target markets to the client and creating greater value, more impression and a higher cost point for less risk.
Acquisitions in Process
Exclusive Events, S.A. - On July 30, 2008, the Company signed a definitive purchase agreement to acquire 100% of the common stock of Exclusive Events S.A., a privately held corporation based in Geneva, Switzerland that provides Formula One racecar experiences to its customers, in a cash and stock transaction with an aggregate base value of approximately $1,612,000, with $1,128,000 in cash and $484,000 in shares of the Company’s common stock, with the number of such shares to be determined by dividing this amount by the average closing price of the Company’s common stock for thirty days prior to the closing of the transaction. In addition, if Exclusive Events meets certain financial performance criteria for fiscal years 2008 and 2009, additional payments totaling $1,612,000, subject to certain conditions and adjustments, will be due, with $484,000 in cash and $1,128,000 in shares of the Company’s common stock, with the number of shares to be determined by dividing the amount due by the average closing price of the Company’s common stock for thirty days prior to the computation of the performance bonus. The transaction, subject to customary conditions and approvals and the Company’s ability to fund the cash portion of the transaction price, is expected to close on or before December 15, 2008.
14
Nouveau - On April 21, 2008, the Company agreed to purchase the tangible and intangible assets of Nouveau Model Talent Management, Inc. (“Nouveau”)., a modeling and talent management agency, for 500,000 shares of Company common stock, of which 166,667 shares will be issued at the time of closing, 166,667 shares will be issued one year from closing and the remaining 166,666 shares will be issued two years from closing. The closing of this transaction requires that Nouveau obtain an audit of its 2006 and 2007 financial statements and a review of its financial statements for the three months ended March 31, 2008. To date, Nouveau has not obtained this audit and review and the transaction has not closed.
The following discussion relates to the operations of PSEI and should be read in conjunction with the Notes to Financial Statements.
Results of Operations for the Three Months Ended June 30, 2008 and 2007
Revenues
Our revenues consist of event revenues from ticket sales, sponsorships, concessions and merchandise, which are recorded when the event occurs, and Stratus revenues from membership fees, fees on purchases and interest income earned on the redemption trust. Membership fees are amortized over the twelve month period and fees from purchases and interest income are recorded when they occur.
Revenues for the three months ended June 30, 2008 (“Current Period”) were $1,050, a decrease of $60,258, or 98%, from the $61,308 in revenues realized for the three months ended June 30, 2007 (“Prior Period”). There were no event revenues in the Current Period or the Prior Period. Stratus card revenues were $1,050 in the Current Period, a decrease of $60,258, or 98%, from the Prior Period. The sponsoring bank that ran the program when the Company acquired Stratus discontinued the program in November 2007. The Stratus Rewards program is currently inactive and the Company is actively seeking a new sponsoring bank to restart the program in the fourth quarter of this year. Revenues recognized in the Current Period reflect the amortization of membership fees received in the Prior Period.
Gross Profit
Our gross profit represents revenues less the cost of goods sold. Our event cost of goods sold consists of the costs renting the venue, structures at the venue, concessions, and temporary personnel hired for the event. Cost of goods sold for the Stratus program are nominal.
There was no cost of goods sold for either period, so the gross margins were 100% of revenues.
Operating Expenses
Our selling, general and administrative expenses include personnel, rent, travel, office and other costs for selling and promoting events and running the administrative functions of the Company. Legal and professional services are paid to outside attorneys and accountants and are broken out separately given the size of these expenses relative to selling, general and administrative expenses.
Overall operating expenses for the Current Period were $234,388, a decrease of $154,439, or 40%, from $388,827 in the Prior Period. General and administrative expenses of $161,841 decreased by $78,161, or 33%, from $240,002 in the Prior Period, related to lower staffing levels in the Current Period. Legal and professional services of $58,040 decreased by $76,152, or 57%, from $134,192 in the Prior Period, related to the deferral of the 2007 audit for Pro Sports & Entertainment, the predecessor company, to the third quarter of 2008. Depreciation and amortization remained relatively constant with $14,507 in the Current Period, compared with $14,633 in the Prior Period.
Other (Income)/Expense
Other income decreased by $8,447 in the Current Period to a net expense of $6,466 from a net income of $1,981 in the Prior Period,
Interest Expense
Our interest expense results from accruing interest on a court judgment, loans payable to shareholders, current portion of notes payable-related parties and notes payable.
Interest expense was $46,398 in the Current Period, an increase of $13,920, or 36%, from $40,925 in the Prior Period, primarily related to higher average debt levels in the Current Period.
Results of Operations for the Six Months Ended June 30, 2008 and 2007
Revenues
Our revenues consist of event revenues from ticket sales, sponsorships, concessions and merchandise, which are recorded when the event occurs, and Stratus revenues from membership fees, fees on purchases and interest income earned on the redemption trust. Membership fees are amortized over the twelve month period and fees from purchases and interest income are recorded when they occur.
15
Revenues for the six months ended June 30, 2008 (“Current Period”) were $40,189, a decrease of $73,472, or 65%, from the $113,661 in revenues realized for the six months ended June 30, 2007 (“Prior Period”). There were $33,606 in event revenues in the Current Period compared to $15,950 in the Prior Period. Stratus card revenues were $6,583 in the Current Period, a decrease of $91,128, or 94%, from the Prior Period. The sponsoring bank that ran the program when the Company acquired Stratus discontinued the program in November 2007. The Stratus Rewards program is currently inactive and the Company is actively seeking a new sponsoring bank to restart the program in the fourth quarter of this year. Revenues recognized in the Current Period reflect the amortization of membership fees received in the Prior Period.
Gross Profit
Our gross profit represents revenues less the cost of goods sold. Our event cost of goods sold consists of the costs renting the venue, structures at the venue, concessions, and temporary personnel hired for the event. Cost of goods sold for the Stratus program are nominal.
There was no cost of goods sold for Stratus in either period, and there was no Events cost of goods sold in the Current Period, compared with $2,138 in the Prior Period
Operating Expenses
Our selling, general and administrative expenses include personnel, rent, travel, office and other costs for selling and promoting events and running the administrative functions of the Company. Legal and professional services are paid to outside attorneys and accountants and are broken out separately given the size of these expenses relative to selling, general and administrative expenses.
Overall operating expenses for the Current Period were $509,600, a decrease of $321,557, or 39%, from $831,157 in the Prior Period. General and administrative expenses of $305,586 decreased by $92,550, or 23%, from $398,136 in the Prior Period, related to lower staffing and activity levels in the Current Period. Legal and professional services of $175,000 decreased by $228,881, or 57%, from $403,881 in the Prior Period, related to the deferral of the 2007 audit for Pro Sports & Entertainment, the predecessor company, to the third quarter of 2008. Depreciation and amortization remained relatively constant with $29,014 in the Current Period, compared with $29,140 in the Prior Period.
Other (Income)/Expense
Other income increased by $334,655 from $32,932 in the Prior Period to $367,587 in the Current Period to a net expense of $6,466 from a net income of $1,981 in the Prior Period, largely related to the dismissal of a court case in March 2008 for which a $365,579 reserve had been established on the balance sheet. This reserve was reversed, with the offset going to other income.
Interest Expense
Our interest expense results from accruing interest on a court judgment, loans payable to shareholders, current portion of notes payable-related parties and notes payable.
Interest expense was $93,143 in the Current Period, an increase of $16,223, or 21%, from $76,920 in the Prior Period, primarily related to higher average debt levels in the Current Period.
Liquidity and Capital Resources
The report of our independent registered public accounting firm on the financial statements for the years ended December 31, 2005 and 2006 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern as a result of recurring losses, a working capital deficiency, and negative cash flows. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that would be necessary if we are unable to continue as a going concern.
During the three months ended June 30, 2008, we sold 29,850 shares to an investor for $25,000. The Company is actively pursuing equity capital and is targeting an initial raise of $2 million to $5 million. The proceeds raised will be used for operational expenses, settling existing liabilities, acquisitions and selling expenses. Due to our history of operating losses and the current credit constraints in the capital markets, we cannot assure you that such financing will be available to us on favorable terms, or at all. If we cannot obtain such financing, we will be forced to curtail our operations or may not be able to continue as a going concern, and we may become unable to satisfy our obligations to our creditors. In such an event we will need to enter into discussions with our creditors to settle, or otherwise seek relief from, our obligations.
At June 30, 2008, our principal sources of liquidity consist of cash and cash equivalents, advances of funds from officers and the issuance of equity securities. In addition to funding operations, our principal short-term and long-term liquidity needs have been, and are expected to be, the settling of obligations to our creditors, capital expenditures, the funding of operating losses until we achieve profitability, and general corporate purposes. In addition, commensurate with our level of sales, we require working capital for purchases of inventories and sales and marketing costs to increase the promotion and distribution of our products. At June 30, 2008, our cash and cash equivalents were $16,297, and we had negative working capital of $6,244,013. At June 30, 2008, we had $7,478,680 in debt obligations and $215,000 is in default for non-payment.
16
Cash Flows
The following table sets forth our cash flows for the six months ended June 30:
| June 30 | |||||||
| 2008 | 2007 | ||||||
| Operating activities | $ | (305,726 | ) | $ | (247,680 | ) | |
| Investing activities | - | - | |||||
| Financing activities | 321,827 | 247,680 | |||||
| Total change | $ | 16,101 | $ | - | |||
Operating Activities
Operating cash flows for the six months ended June 30, 2008 reflects our net loss of $220,129, offset by changes in working capital of $56,583 and non-cash items (depreciation and amortization) of $29,014. The change in working capital is primarily related to reversing a $365,579 reserve for a legal action that was dismissed, offset by increases in deferred salary, accrued interest and other accrued expenses.
Operating cash flows for the three months ended June 30, 2007 reflects our net loss of $763,622, offset by changes in working capital of $486,802 and non-cash items (depreciation and amortization) of $29,140. The change in working capital is primarily related to increases in accounts payable, deferred salary, accrued interest and other accrued expenses.
Investing Activities
Capital constraints resulted in no cash used in investing activities during either period.
Financing Activities
During the six months ended June 30, 2008 and 2007, we received cash proceeds of $405,000 and $200,000, respectively, from the sale of stock. In May of 2008, we used $68,041 to extinguish a line of credit with Wells Fargo.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
ITEM 4T. | CONTROLS AND PROCEDURES |
| (a) | Evaluation of disclosure controls and procedures. |
Our chief executive officer and chief financial officer have evaluated our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2008. These officers have concluded that our disclosure controls and procedures were not effective as of June 30, 2008 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms. Management believes there is non-compliance with controls that affects the integrity and timeliness of the Company’s financial statements and the Company has used extensive review following the closing date of the financial statements to compensate. The Company intends to continue to evaluate its disclosure controls and procedures, and make needed improvements.
| (b) | Changes in internal controls. |
There have been no changes made in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
17
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES |
During the six months ended June 30, 2008 and 2007 the Company raised $405,000 through the issuance of 483,578 shares of common stock and $200,000 through the issuance of 119,401 shares of common stock, respectively, and 4,631,351 shares were issued to retire a convertible note. There were no commissions paid on the sale of common stock for cash.
All securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) and Regulation D.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None
ITEM 5. | OTHER INFORMATION |
None
EXHIBITS |
Exhibit No. | Exhibit Description |
| 31.1 | Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification by the acting Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification by the acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
18
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
STRATUS MEDIA GROUP, INC. | ||
| By: | /s/ Paul Feller | |
| Name: Paul Feller | ||
| Title: Chief Executive Officer | ||
| Date: August 29, 2008 |
19