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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002.
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________________ to ____________________________
Commission File Number: ____________33-42498
SUN NETWORK GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
65-024624
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1515 University Drive, Suite 111-C, Coral Springs, FL
33065
(Address of principal executive offices)
(Zip Code)
(954) 360-4080
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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.
X Yes
No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
COMMON STOCK – 21,848,487 shares outstanding as of March 31, 2002.
PART I—FINANCIAL INFORMATION |
| |
Item 1. | Financial Statements. |
Financial Statements for the quarter ending March 31, 2002 are attached hereto as Exhibit F. |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
The Company acquired all of the assets of RadioTV Network, Inc (“RTV”) on July 16, 2001 in a transaction treated as a recapitilization of RTV. RTV has been developing and operating, for the past few years, a new television network that produces and distributes TV adaptations of top rated radio programs. The Company intends to further develop and expand RTV and is also planning on acquiring and affiliating with other media related entities, which are presently being identified. The Company requires capital for these purposes and anticipates completing several Private Placements of its stock to raise equity capital in 2002. The Company completed its first Private Placement in March 2002 resulting in new capital of $82,390 and anticipates completing several additional ones this year. The Company be lieves that if it successfully completes the Private Placements they will be sufficient to fund its initial business plans. The RTV operational expenses for the 1st Quarter 2002 reflect minimal operating expenses pending funding. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable. |
PART II—OTHER INFORMATION |
| |
Item 1.
Legal Proceedings.
NONE.
Item 2.
Changes in Securities and Use of Proceeds.
On March 28, 2002 the Company entered into a Subscription Agreement with an Investor who purchased 183, 088 restricted shares of the Company’s common stock at $.45 per share resulting in $82,390 in proceeds to the Company. The proceeds shall be used for general corporate purposes.
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.
SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SUN EXPRESS GROUP, INC.
(Registrant)
Date: May 15, 2002
T. JOSEPH COLEMAN
___________________________________
T. JOSEPH COLEMAN,
PRESIDENT, DIRECTOR AND CEO
Date
May 15, 2002
WILLIAM H. COLEMAN
___________________________________
WILLIAM H. COLEMAN,SECRETARY AND DIRECTOR
#
Sun Network Group, Inc.
and Subsidiary
Consolidated Financial Statements
March 31, 2002
#
Sun Network Group, Inc.
and Subsidiary
Contents
| | Page |
Consolidated Balance Sheets | 1 |
| | |
Consolidated Statements of Operations | 2 |
| | |
Consolidated Statements of Cash Flows | 3 |
| | |
Notes to Consolidated Financial Statements | 4 |
| | |
Sun Network Group, Inc. and Subsidiary
Consolidated Balance Sheets
Assets |
| | | March 31, 2002 (Unaudited) | | December 31, 2001 |
Current Assets | | | | |
Cash | $ | 82,766 | $ | 5,321 |
Total Current Assets | | 82,766 | | 5,321 |
| | | | | |
Other Assets | | | | |
Prepaid advertising | | 35,200 | | 35,200 |
Total Other Assets | | 35,200 | | 35,200 |
| | | | | |
Total Assets | $ | 117,966 | $ | 40,521 |
Liabilities and Stockholders’ Equity
Current Liabilities | | | | |
Accounts payable | $ | 6,186 | $ | 9,937 |
Due to stockholders’ | | 40,607 | | 29,263 |
Total Current Liabilities | | 46,793 | | 39,200 |
| | | | | |
Stockholders’ Equity | | | | |
Common stock, $0.001 par value, 100,000,000 shares authorized, 21,848,487 and 21,665,399 issued and outstanding, respectively | | 21,848 | | 21,665 |
Additional paid-in capital | | 568,941 | | 486,734 |
Accumulated deficit | | (519,616) | | (507,078) |
Total Stockholders’ Equity | | 71,173 | | 1,321 |
| | | | | |
Total Liabilities and Stockholders’ Equity | $ | 117,966 | $ | 40,521 |
#
See accompanying notes to consolidated financial statements
Sun Network Group, Inc. and Subsidiary
Consolidated Statements of Operations
(Unaudited)
| | | Three Months Ended March 31, |
| | | 2002 | | 2001 |
Operating Expenses | | | | |
Compensation | $ | - | $ | 8,000 |
Consulting | | - | | 33,395 |
General and administrative | | 10,988 | | 10,082 |
Professional fees | | 1,550 | | 11,500 |
Total Operating Expenses | | 12,538 | | 62,977 |
| | | | | |
Loss from Operations | | (12,538) | | (62,977) |
| | | | | |
Net Loss | $ | (12,538) | $ | (62,977) |
| | | | | |
Net Loss Per Share – Basic and Diluted | $ | - | $ | (0.01) |
| | | | | |
Weighted Average Shares Outstanding – Basic and Diluted | | 21,671,571 | | 12,525,407 |
Sun Network Group, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
| | | Three Months Ended March 31, |
| | | 2002 | | 2001 |
Cash Flows from Operating Activities: | | | | |
Net loss | $ | (12,538) | $ | (62,977) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Changes in operating assets and liabilities: | | | | |
(Increase) decrease in: | | | | |
Accounts receivable | | - | | 301 |
Increase (decrease) in: | | | | |
Accounts payable | | (3,751) | | - |
Total Adjustments | | (3,751) | | 301 |
Net Cash Used in Operating Activities | | (16,289) | | (62,676) |
| | | | | |
Cash Flows from Financing Activities: | | | | |
Equity proceeds from stockholders | | 82,390 | | 93,395 |
Loan proceeds from stockholders | | 11,344 | | - |
Net Cash Provided by Financing Activities | | 93,734 | | 93,395 |
| | | | | |
Net Increase in Cash | | 77,445 | | 30,719 |
| | | | | |
Cash at Beginning of Period | | 5,321 | | 3,088 |
| | | | | |
Cash at End of Period | $ | 82,766 | $ | 33,806 |
| | | | | |
Note 1 Basis of Presentation
The accompanying unaudited consolidated financial statements of Sun Network Group, Inc. and Subsidiary (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of consolidated financial position and results of operations.
It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair consolidated financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
For further information, refer to the audited financial statements and footnotes of RadioTV Network, LLC for the years ended December 31, 2001, 2000 and 1999 included in the Current Report on Form 8-K on Sun Express Group, Inc. (See Note 2)
Note 2 Common Stock Issuances
In March 2002, the Company issued 183,088 common shares to an investor for $82,390.
Note 3 Going Concern
As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $519,616 through March 31, 2002, operating losses for the three months ended March 31, 2002 of $12,538 and cash used in operations for the three months ended March 31, 2002 of $16,289. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management is currently seeking additional financing. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern.
