UNITED STATES
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, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-21376
Phoenix Media Group, Ltd.
(Exact name of small business issuer as specified in its charter)
Nevada 33-0714007
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
290 East Verdugo, Suite 207, Burbank, California 91502
(Address of principal executive offices)
(818) 563-3900
(Issuer's telephone number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: March 31, 2003 7,410,649
Transitional Small Business Disclosure Format (check one). Yes ; No X
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANT'S REPORT
Phoenix Media Group, Ltd.
We have reviewed the accompanying balance sheets of Phoenix Media
Group, Ltd. as of March 31, 2003, and the related statements of operations for
the three and nine months ended March 31, 2003 and 2002, and cash flows for the
nine months ended March 31, 2003 and 2002. 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 information 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 statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance sheet of Phoenix
Media Group, Ltd. as of June 30, 2002, and the related statements of operations,
cash flows, and stockholders' equity for the year then ended (not presented
herein); and in our report dated October 7, 2002, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying balance sheet as of June 30, 2002, is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
Respectfully submitted
/s/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
April 30, 2003
PHOENIX MEDIA GROUP, LTD.
BALANCE SHEETS
(Unaudited)
March 31, June 30,
------------------ ------------------
2003 2002
------------------ ------------------
ASSETS
Cash $ - $ 1,232
Inventory 5,008 5,008
------------------ ------------------
Total Current Assets 5,008 6,240
------------------ ------------------
Property and Equipment
Office Equipment 25,054 25,054
Radio Equipment 46,126 46,126
Office Condominium 75,000 75,000
Vehicles 29,586 29,586
------------------ ------------------
175,766 175,766
Less Accumulated Depreciation (94,031) (82,762)
------------------ ------------------
Net Property and Equipment 81,735 93,004
------------------ ------------------
Other Assets
Stockholder Loans - -
------------------ ------------------
Total Assets $ 86,743 $ 99,244
================== ==================
PHOENIX MEDIA GROUP, LTD.
BALANCE SHEETS
(Continued)
(Unaudited)
March 31, June 30,
------------------ ------------------
2003 2002
------------------ ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 28,208 $ 40,021
Accrued expenses 4,410 8,192
Overdrawn Cash 1,403 -
Stockholder loans 123,563 86,755
Current portion of long-term debt 2,528 4,948
------------------ ------------------
Total Current Liabilities 160,112 139,916
------------------ ------------------
Long-term Debt 54,655 53,498
------------------ ------------------
Total Liabilities 214,767 193,414
------------------ ------------------
Stockholders' equity
Series A convertible preferred stock
(par value $.01), 5,000,000 shares authorized,
no shares issued or outstanding - -
March 31, 2003, and June 30, 2002
Common Stock (par value $.001),
50,000,000 shares authorized,
7,410,649 shares issued
and outstanding March 31, 2003, and June 30, 2002 7,411 7,411
Common Stock to be Issued 28,000 shares 28 28
Paid in capital in excess of par value 566,866 563,266
Retained deficit (702,329) (664,875)
------------------ ------------------
Total Stockholders' Equity (128,024) (94,170)
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 86,743 $ 99,244
================== ==================
See accompanying notes and accountants' report.
PHOENIX MEDIA GROUP, LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months For the nine months
ended March 31, ended March 31,
--------------------------------- ---------------------------------
2003 2002 2003 2002
--------------- ---------------- --------------- ----------------
Revenue
Sales $ 350 $ 21,500 $ 18,550 $ 84,500
Cost of sales - 4,540 300 15,790
--------------- ---------------- --------------- ----------------
Gross Margin 350 16,960 18,250 68,710
Operating Expenses
General and Administrative (16,450) (26,707) (46,599) (106,306)
Other Income (Expense)
Interest - net (3,102) (2,777) (8,505) (9,872)
--------------- ---------------- --------------- ----------------
Income (loss) before income taxes (19,202) (12,524) (36,854) (47,468)
Income taxes 200 200 600 600
--------------- ---------------- --------------- ----------------
Net Income (Loss) $ (19,402) $ (12,724) $ (37,454) $ (48,068)
=============== ================ =============== ================
Earnings (Loss) Per Share $ - $ - $ (0.01) $ (0.01)
=============== ================ =============== ================
Weighted Average Shares Outstanding 7,410,649 7,410,649 7,410,649 7,410,649
=============== ================ =============== ================
See accompanying notes and accountants' report.
PHOENIX MEDIA GROUP, LTD.
STATEMENTS OF CASH FLOW
(UNAUDITED)
For the nine months
ended March 31,
------------------------------------
2003 2002
----------------- -----------------
Cash Flows From Operating Activities:
Net income (loss) $ (37,454) $ (48,068)
Adjustments to reconcile Net income (loss)
to net cash provided by (used in)
Operating activities:
Amortization and depreciation 11,269 16,408
Change in operating assets and liabilities:
Accounts payable (11,813) (1,276)
Accrued expenses (2,379) 2,072
----------------- -----------------
Net cash used by operating activities (40,377) (30,864)
----------------- -----------------
Cash Flows From Investing Activities:
Purchase of property and equipment - -
----------------- -----------------
Net cash provided by (used in) investing activities - -
----------------- -----------------
Cash Flows From Financing Activities:
Stockholders loans 36,808 31,180
Principle payments on debt (1,263) (2,600)
Capital contributed by shareholder 3,600 -
----------------- -----------------
Net cash provided by (used in) financing activities 39,145 28,580
----------------- -----------------
Net increase (decrease) in
cash and cash equivalents (1,232) (2,284)
Cash and cash equivalents at beginning of period 1,232 3,272
----------------- -----------------
Cash and cash equivalents at end of period $ - $ 988
================= =================
Supplemental Disclosure of Cash Flow Information:
Interest $ 6,754 $ 9,872
Income taxes $ - $ -
Supplemental Schedule of Non-Cash Investing and Financing Activities: None
See accompanying notes and accountants' report.
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies of Phoenix Media Group, Ltd. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
The unaudited financial statements as of March 31, 2003 and for the
nine months then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the nine months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full year.
Organization and Basis of Presentation
The Company was organized under the laws of the State of Utah on
December 5, 1985 as Bullseye Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada. On March 25, 1994, the Company name was changed to Phoenix
Media Group, Ltd. The Company is in the development stage through June 30, 1994.
The June 30, 1995 year is the first year during which it is considered an
operating company.
Nature of Business
The Company was formed for the purpose of creating a vehicle to obtain
capital to seek out, investigate and acquire interests in products and
businesses which may have potential for profit. The Company's objective is to
become a major player in the communications industry with an emphasis on radio,
television and Internet services.
Cash Equivalents
For the purpose of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
Earnings (Loss) Per Share
The reconciliations of the numerators and denominators of the basic and
diluted earnings per share ("EPS") computations are as follows:
For the Three Months Ended March 31, 2003
-----------------------------------------------------------
Per Share
Income Shares Amount
-------------------- ----------------- -----------------
EPS (Numerator) (Denominator)
Net Loss to
common shareholders $ (19,402) 7,410,649 $ -
==================== ================= =================
For the Three Months Ended March 31, 2002
-----------------------------------------------------------
Per Share
Income Shares Amount
-------------------- ----------------- -----------------
EPS (Numerator) (Denominator)
Net Income to
common shareholders $ (12,724) 7,410,649 $ -
==================== ================= =================
For the Nine Months Ended March 31, 2003
-----------------------------------------------------------
Per Share
Income Shares Amount
-------------------- ----------------- -----------------
EPS (Numerator) (Denominator)
Net Loss to
common shareholders $ (37,454) 7,410,649 $ (0.01)
==================== ================= =================
For the Nine Months Ended March 31, 2002
-----------------------------------------------------------
Per Share
Income Shares Amount
-------------------- ----------------- -----------------
EPS (Numerator) (Denominator)
Net Loss to
common shareholders $ (48,068) 7,410,649 $ (0.01)
==================== ================= =================
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
Depreciation
Office furniture, equipment and leasehold improvements, are stated at
cost. Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:
Office furniture 5-10 years
Equipment 5- 7 years
Vehicles 5-10 years
Office Condominium 39 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require 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
reporting period. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made in the 2002 financial
statements to conform with the 2003 presentation.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(CONTINUED)
NOTE 2 - CAPITAL TRANSACTIONS
Preferred Stock
The Board of Directors of the Company has the authority to fix by
resolution for each particular series of preferred stock the number of shares to
be issued; the rate and terms on which cumulative or non-cumulative dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting powers of preferred shareholders; and any other special rights,
qualifications, limitations, or
restrictions.
NOTE 3 - INCOME TAXES
Deferred taxes result from temporary differences in the recognition of
income and expenses for income tax reporting and financial statement reporting
purposes. Deferred benefits of $239,000 for the nine months ended March 31,
2003, and $226,000 for the year ended June 30, 2002 respectively, are the result
of net operating losses.
The Company has recorded net deferred income taxes in the accompanying
balance sheets as follows:
March 31, June 30
--------------------------------------
2003 2002
------------------ ------------------
Future deductible temporary differences related to
Reserves, accruals, and net operating losses $ 239,000 $ 226,000
Valuation allowance (239,000) (226,000)
------------------ ------------------
Net Deferred Income Tax $ - $ -
================== ==================
As of March 31, 2003, the Company had a net operating loss ("NOL")
carry forward for income tax reporting purposes of approximately $702,000
available to offset future taxable income. This net operating loss carry forward
expires at various dates between June 30, 2002 and 2022. A loss generated in a
particular year will expire for federal tax purposes if not utilized within 20
years. Additionally, the Internal Revenue Code contains provisions which could
reduce or limit the availability and utilization of these NOLs if certain
ownership changes have taken place or will take place. In accordance with SFAS
No. 109, a valuation allowance is provided when it is more likely than not that
all or some portion of the deferred tax asset will not be realized. Due to the
uncertainty with respect to the ultimate realization of the NOLs, the Company
established a valuation allowance for the entire net deferred income tax asset
of $239,000 as of March 31, 2003. Also consistent with SFAS No. 109, an
allocation of the income (provision) benefit has been made to the loss from
continuing operations.
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(CONTINUED)
NOTE 3 - INCOME TAXES (continued)
The difference between the effective income tax rate and the federal
statutory income tax rate on the loss from continuing operations are presented
below:
As of March 31,
--------------------------------------
2003 2002
------------------ ------------------
Expense (Benefit) at the federal statutory rate of 34% $ (13,000) $ (16,000)
Nondeductible expenses - -
------------------ ------------------
Utilization of net operating loss carryforward 13,000 16,000
------------------ ------------------
$ - $ -
================== ==================
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has loaned an officer/director $20,100, interest at 1%,
repayable at $201 per month for ten months with a balloon payment due in 2007.
In addition an officer/director advanced $8,000 at 0% interest, to the Company.
During 2001, an officer/director advanced the Company $62,912 at 0% interest.
During the nine months ended March 31, 2003, an officer/director advanced the
Company $36,808 at 0% interest, bringing the total amount advanced to $123,563.
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
March 31, June 30,
----------------- ------------------
2003 2002
----------------- ------------------
Mortgage payable with interest at 8.75%,
payable monthly $393.36, due March 22,
2026, collateralized by deed of trust $ 46,889 $ 47,141
Note Payable with interest at 4.90%,
payable monthly $398.81, due July 15, 2004 10,294 11,305
----------------- ------------------
Less Current Maturities (2,528) (4,948)
----------------- ------------------
Net Long-term Debt $ 54,655 $ 53,498
================= ==================
PHOENIX MEDIA GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(CONTINUED)
NOTE 5 - LONG-TERM DEBT (continued)
Annual principal payments on long-term debt are as follows:
April 1, 2003 - June 30, 2003 $ 2,528
Year Ended June 30, 2004 5,281
Year Ended June 30, 2005 1,925
Year Ended June 30, 2006 805
Year Ended June 30, 2007 879
thereafter 46,000
------------------
Total $ 57,418
==================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used in this Form 10-QSB, the words anticipated, estimate, expect, and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions including
the possibility that the Company's will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
General
The following discusses the financial position and results of
operations of the Company.
Significantly all of the Company's revenues came from its resale of air
time to its customers. That was the Company's principle service provided during
fiscal 2002 and 2003. Revenues from sales of items associated with Manfred
Moose(TM) were negligible. At the present time, approximately twelve percent of
customers with six month contracts renew their contracts while approximately
twenty percent of customers with three month contracts renew their contracts.
Although the Company provides service to its customers with repeat business,
there is no assurance that such customers will maintain or increase the level of
volume of business of the Company.
The Company produces a weekly radio talk show which it produces in its
Burbank offices.
The Company purchases air time from four radio stations and resells the air time
to customers seeking to advertise their goods and services during the program.
The Company has been producing its radio show for over two years. The companies
which sponsor the talk show through their purchase of air time can play their
own previously produced commercials or have the Company provide the commercial
for broadcast during the show.
RESULTS OF OPERATIONS - The following table set forth, for the three and nine
months ended March 31, 2003 and 2002, certain items from the Company's Condensed
Statements of Operations expressed as a percentage of net sales.
3 months 3 months 9 months 9 months
ended ended ended ended
03/31/03 03/31/02 03/31/03 03/31/02
------------ ------------- ------------- -------------
Sales, Net 100.0% 100.0% 100.0% 100.0%
Cost of Sales 0.0% 21.1% 1.6% 18.7%
Gross Margin 100.0% 78.9% 98.4% 81.3%
Operating Expenses 4700.0% 124.2% 251.2% 125.8%
Operating Income (Loss) 4600.0% 45.3% 152.8% 44.5%
Other Income (Expense), Net 886.3% 12.9% 45.8% 11.7%
Income (Loss) Before Income Taxes 5486.3% 58.2% 198.6% 56.2%
Income Taxes 57.1% 0.9% 3.2% 0.7%
Net Income (Loss) 5543.4% 59.1% 201.8% 56.9%
NET SALES
Net sales for the three months ended March 31, 2003 compared to the
three months ended March 31, 2002 decreased by approximately $21,150 or 98.4%.
This decrease was due to a decrease in operations.
COST OF SALES
Cost of sales for the three months ended March 31, 2003 decreased
approximately $4,540 or 100.0% compared to the three months ended March 31,
2002. As a percentage of sales, cost of sales decreased 100.0% from 14.0% to 0%.
This decrease was due to a decrease in operations.
Also, as the Company completes development of the various Manfred
Moose(TM) projects it is currently working on, its cost of sales will be
affected, although the Company cannot predict with any degree of accuracy how
much since, to a large extent, that depends on how successful this new line of
business in for the Company.
OPERATING EXPENSES
Operating expenses during the three months ended March 31, 2003
decreased approximately $10,257 or 38.0% compared to the three months ended
March 31, 2002, from approximately $26,707 to $16,450. As a percentage of sales,
operating expenses increased 4575.8% from 124.2% to
4700.0%. This was due to a decrease in operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires working capital to fund its current operations.
The Company has budgeted its anticipated revenue and cash flows, after paying
expenses, from its sale of radio air time to provide for its anticipated
expenditures to fund development of the Manfred Moose(TM) project until such
time as the Company begins to receive revenue from Manfred Moose(TM) projects.
If the Company's revenues decline below present or projected levels, the Company
may have to scale back its operations and its proposed development of Manfred
Moose(TM) to accommodate the resulting shortfall in revenues to fund its
projects. During the three months ended March 31, 2003, the Company's revenues
decreased approximately $21,000 compared to revenues from the three months ended
March 31, 2002. It is anticipated that the current operations will expand and
the funds generated will exceed the Company's working capital requirements for
the next year.
The Company has long term goals to further develop Manfred Moose(TM)
merchandise and products over the next twelve month period and expects that the
projects it currently has in development will require approximately $150,000
over the next twelve months. The Company believes that its operations will be
able to provide the funds for these development costs over the next twelve
months. The Company anticipates that ultimately, these development costs will be
recouped through the eventual sales of the various products being developed. If
revenues are not sufficient to fund its operations, the Company will need to
seek alternative sources of financing either through loans or through raising
capital. There are no formal commitments from banks or other lending sources for
lines of credit or similar short-term borrowing. There can be no assurances that
the Company will be able to obtain alternative financing through loans or
capital and the Company has no commitments for either type of financing. If
alternative financing is not available, then the Company will be forced to scale
back its proposed operations and perhaps be forced to abandon its Manfred
Moose(TM) projects or delay it significantly. The Company's lack of current
assets would be a factor to be considered by potential lenders or investors in
deciding whether or not to loan money to or invest in the Company.
The Company generates and uses cash flows through three activities:
operating, investing, and financing. During the three months ended March 31,
2003, operating activities used cash of approximately $40,000 as compared to
approximately $31,000 for the three months ended March 31, 2002. Much of this
decrease is attributable to the Company's decrease in operations.
During the three months ended March 31, 2003, investing activities used
$0. During the three months ended March 31, 2002, investing activities used $0.
Financing activities provided approximately $39,000 during the three
months ended March 31, 2003, primarily from stockholder loans of approximately
$37,000. During the three months ended March 31, 2002, financing activities
provided approximately $29,000, primarily from stockholder loans of
approximately $31,000.
Management believes that the Company's current cash and funds available
will be sufficient
to meet capital requirements and short term and long term working capital needs
in the fiscal year ending June 30, 2003 and beyond, unless a significant
acquisition or expansion is undertaken. The Company is constantly searching for
potential acquisitions and/or expansion opportunities. However, there are no
arrangements or ongoing negotiations for any acquisition or expansion.
RECENT DEVELOPMENTS
The Company continues to pursue its efforts in marketing and licensing
Manfred Moose(TM). Efforts to work on a cartoon series are still progressing.
Inflation and Regulation
The Company's operations have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a variety of Companies in its markets. Many of these
companies have long standing customer relationships and are well-staffed and
well financed. The Company believes that competition in the its industries is
based on customer satisfaction and production of quality products and services,
although the ability, reputation and support of management is also significant.
The Company does not believe that any recently enacted or presently pending
proposed legislation will have a material adverse effect on its results of
operations.
Factors That May Affect Future Results
Management's Discussion and Analysis and other parts of this filing
contain information based on management's beliefs and forward-looking statements
that involve a number of risks, uncertainties, and assumptions. There can be no
assurance that actual results will not differ materially for the forward-looking
statements as a result of various factors, including but not limited to the
following:
The markets for many of the Company's offerings are characterized by
rapidly changing technology, evolving industry standards, and frequent new
product introductions. The Company's operating results will depend to a
significant extent on its ability to design, develop, or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors, including proper identification of customer needs, cost, timely
completion and introduction, differentiation from offerings of the Company's
competitors, and market acceptance. The ability to successfully introduce new
products and services could have an impact on future results of operations.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement
of a material fact or omits to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this Quarterly Report on Form 10-QSB, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in
other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations, which the
Company does not believe, in the aggregate, will have a material adverse effect
on the Company, or its operations.
No Director, Officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the Company,
or any associate of any such Director, Officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION
In April of 2003, Ronald Irwin, C.E.O. and Chairman of the Company,
entered into a Stock
Purchase Agreement with Jon Marple. Under the agreement, Mr. Irwin will sell
over fifty percent of the outstanding shares of the Company to Mr. Marple in
exchange for $100,000 cash and 350,000 shares of the restricted stock of F10 Oil
& Gas Properties, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Phoenix Media Group, Ltd.
DATE: May 12, 2003
By: /s/ Ronald R. Irwin
Ronald R. Irwin, C.E.O. and Chairman
(Principal Executive Officer)
By: /s/ Wayne Smith
Wayne Smith, Secretary/Treasurer
(Principal Financial and Accounting Officer)
I, Ronald R. Irwin, certify that:
1. I have reviewed this quarterly report on form 10-QSB of
Phoenix Media Group, Ltd.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange act rules
13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 12, 2003
/s/ Ronald R. Irwin
Ronald R. Irwin
C.E.O. and Chairman
(Principal Executive Officer)
I, Wayne Smith, certify that:
1. I have reviewed this quarterly report on form 10-QSB of
Phoenix Media Group, Ltd.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange act rules
13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 12, 2003
/s/ Wayne Smith
Wayne Smith
Secretary/Treasurer
(Principal Financial Officer)