1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
--------------------
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 2-74785-B
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Next Generation Media Corp.
-----------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0169543
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8380 Alban Road
Springfield, VA 22150
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(703) 913-0416
--------------------
(Registrant's telephone number, including area code)
--------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes No X
----- -----
The total number of issued and outstanding shares of the registrant's
common stock, par value $0.01, as of December 15, 1999 was 4,416,818.
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ITEM 1. FINANCIAL STATEMENTS
NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash $ 72,130 $ 326
Notes receivable from UNICO - 175,500
Accounts receivable, less allowance for doubtful
accounts of $93,745 and $65,534 718,222 122,443
Inventories 74,337 2,253
Deferred loan costs, net of
accumulated amortization of $120,000 and $53,577 - 66,423
Deferred offering costs - 185,520
Deferred consulting fees (Note 3) 200,000 -
Deferred compensation (Note 3) 111,797 -
Prepaid and other current assets 16,315 2,253
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,192,801 552,465
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $301,945 AND 57,813 1,733,944 170,572
OTHER
Deferred acquisition costs - 1,094,167
Intangibles, net of accumulated amortization of $130,465
and $24,561 1,145,953 155,862
Investment in UNICO - 25,537
Deposits 8,105 -
- --------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $4,080,803 $1,998,603
====================================================================================================================
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NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Checks issued against future deposits $ - $ 28,919
Current portion of long term debt 782,972 237,153
Current obligations under capital leases 34,655 41,425
Accounts payable 692,431 236,523
Accrued expenses 246,411 -
Wages payable 228,480 244,616
Due to related parties 152,581 129,570
Deferred revenue 36,771 15,787
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,174,301 933,993
LONG TERM DEBT
Long term debt 39,613 -
Obligations under capital leases 1,819 18,339
Deferred rent 383,067 -
Accrued dividends 215,944 96,569
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 2,814,744 1,048,901
- --------------------------------------------------------------------------------------------------------------------
REDEEMABLE PREFERRED STOCK SERIES A, par value $.01,
redemption value $6 per share, 500,000 shares
authorized, 250,000 shares issued and outstanding 904,167 782,292
REDEEMABLE PREFERRED STOCK SERIES B, par value $.01,
redemption value $5 per share, 500,000 shares
authorized, 65,000 and 70,000 shares issued and outstanding 325,000 233,333
- --------------------------------------------------------------------------------------------------------------------
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.01 par value, 50,000,000 authorized
4,218,818 and 3,629,318 issued and outstanding (Note 3) 42,186 36,291
Additional paid in capital 4,951,792 3,625,363
Accumulated deficit (4,957,086) (3,727,577)
- --------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 36,892 (65,923)
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $4,080,803 $1,998,603
====================================================================================================================
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NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months Nine months
Ended September 30, Ended September 30,
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------
(Restated) (Restated)
REVENUES:
Coupon sales $1,532,603 $ - $3,572,009 $ -
Franchise fees 26,500 - 75,000 -
Other revenue 163,105 - 402,291 -
Advertising revenues 438,802 332,778 1,312,509 1,094,275
Classified revenues 75,714 63,123 186,643 173,034
Commission income 13,702 14,605 60,012 109,778
- --------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES 2,250,426 410,506 5,608,464 1,377,083
- --------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Printing costs 636,376 89,567 1,740,007 269,663
Postage and delivery 933,740 132,121 1,892,825 369,408
Other production costs 51,210 63,026 287,766 168,144
Selling expenses 54,657 46,448 177,311 133,962
General and administrative expenses 728,383 232,695 1,533,291 876,572
Depreciation and amortization 150,342 15,962 325,284 42,956
Franchise development 58,135 - 122,984 -
Compensation expense relating to the
issuance of stock options 26,953 - 210,703 1,399,220
Forgiveness of stock subscription receivable - - - 329,996
- --------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 2,639,796 579,819 6,290,171 3,589,921
- --------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS (389,370) (169,313) (681,707) (2,212,838)
- --------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Other income (expense) 94 2,212 694 10,340
Interest income - - - 6,014
Interest expense (71,041) (89,908) (190,579) (93,822)
- --------------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE) (70,947) (87,696) (189,885) (77,468)
- --------------------------------------------------------------------------------------------------------------------
NET LOSS (460,317) (257,007) (871,592) (2,290,306)
Preferred stock dividends (39,375) (29,589) (119,375) (56,569)
Preferred stock deemed dividends (40,625) (128,125) (238,542) (213,541)
- --------------------------------------------------------------------------------------------------------------------
Loss applicable to common shareholders $ (540,317) $ (414,721) $(1,229,509) $(2,560,416)
====================================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.13) $ (.12) $ (.31) $ (.79)
- --------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 4,169,622 3,408,307 3,990,997 3,251,741
====================================================================================================================
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NEXT GENERATION MEDIA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1999 1998
- --------------------------------------------------------------------------------------------------------------------
(Restated)
OPERATING ACTIVITIES
Net loss $(871,592) $(2,290,306)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Compensation expense relating to the issuance of stock and
stock options 210,703 1,399,220
Stock issued for services 100,000 -
Forgiveness of subscription receivable - 329,996
Depreciation and amortization 325,282 45,600
Amortization of deferred consulting fees 100,000 83,333
Amortization of deferred loan costs 66,423 46,154
Amortization of discount on notes payable 20,946 38,462
Provision for doubtful accounts 19,994 -
(INCREASE) DECREASE IN ASSETS
Accounts receivable (326,230) 31,386
Inventories 109,386 -
Prepaids and other current assets (1,752) (6,014)
INCREASE (DECREASE) IN LIABILITIES
Accounts payable (67,444) 47,959
Accrued expenses (24,488) -
Wages payable (16,136) 278,480
Deferred revenue 20,984 -
Deferred rent 3,477 -
- --------------------------------------------------------------------------------------------------------------------
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (330,447) 8,902
- --------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisition of United, net of cash acquired (178,159) -
Acquisition of property and equipment (44,148) (59,877)
Deferred acquisition costs - (39,233)
- --------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (222,307) (99,110)
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Checks issued against future deposits (28,919) (9,230)
Net borrowings under line of credit 100,000 -
Issuance of notes receivable - (455,500)
Issuance of preferred stock and warrants - 339,955
Repayment of callable preferred stock (25,000) -
Proceeds from notes payable - 255,000
Proceeds from issuance of common stock 695,344 -
Capital contribution 100,000 -
Net advances from related parties 23,011 61,299
Payments of capital lease obligation (23,290) -
Repayment of long term debt (216,588) (25,449)
Repayment of employee note payable - (75,851)
- --------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 624,558 90,224
- --------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH 71,804 16
CASH, beginning of period 326 -
- --------------------------------------------------------------------------------------------------------------------
CASH, end of period $ 72,130 16
====================================================================================================================
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NEXT GENERATION MEDIA CORPORATION
SUMMARY OF ACCOUNTING POLICIES
BUSINESS The Company operates a newspaper publishing business
DESCRIPTION distributing free newspapers, supported by local advertising
throughout New Jersey. The Company also is engaged in the
cooperative direct mail marketing business.
BASIS OF The consolidated financial statements include the statements
PRESENTATION of Next Generation Media Corporation (the "Company") and its
wholly owned subsidiaries Independent News, Inc. ("INI") and
United Marketing Solutions, Inc. (United). All significant
intercompany transactions have been eliminated.
INTERIM FINANCIAL In the opinion of management, the interim financial
INFORMATION information as of September 30, 1999 and for the nine months
ended September 30, 1999 and 1998 contains all adjustments,
consisting only of normal recurring adjustments, necessary
for a fair presentation of the results for such periods.
Results for interim periods are not necessarily indicative
of results to be expected for an entire year.
LOSS PER COMMON Loss per share has been computed using the weighted average
SHARE number of shares outstanding. The outstanding stock options
were not considered in the computation because their
inclusion would have been anti-dilutive.
USE OF ESTIMATES The preparation of financial statements in conformity with
IN THE PREPARATION enerally accepted accounting principles requires management
OF FINANCIAL to make estimates and assumptions that affect the reported
STATEMENTS amounts of assets and liabilities and disclosure 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.
RISKS AND The local newspaper publishing industry and direct mailing
UNCERTAINTIES industry are highly competitive. Revenue generally
fluctuates based on local economic conditions. In recent
years the local publishing industry has experienced
consolidation of smaller newspaper businesses into larger,
better capitalized companies. These larger newspaper
publishing companies attempt to increase market share by
reducing advertising rates which, if successful, would have
an adverse impact on the Company.
RECLASSIFICATIONS Certain prior period amounts have been reclassified to
conform to the current period presentation.
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NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACQUISITION OF On April 1, 1999, the Company acquired all of the
UNITED MARKETING outstanding common stock of United for $336,665 in cash and
SOLUTIONS, INC. the assumption of debt totaling $912,702. United is engaged
in the cooperative direct mail marketing business. The
acquisition was accounted for as a purchase. Net assets were
recorded at fair value and the Company recorded goodwill of
$1,071,241 related to the acquisition. The financial
statements include the operations of United subsequent to
the acquisition date.
The following unaudited pro forma summary presents the
consolidated results of operations as if the acquisition had
been completed on January 1, 1998. These results do not
necessarily reflect what would have occurred had the
acquisition actually been made as of such dates and is not
necessarily indicative of results which may be obtained in
the future.
Nine months ended September 30, 1999 1998
-------------------------------------------------------------------------------
Revenues 7,565,105 7,843,012
Net loss (963,354) (1,977,236)
Net loss applicable to common
shareholders (1,240,928) (2,167,003)
Basic and diluted loss
per share attributable to common
shareholders (.31) (.67)
===============================================================================
2. RESTATEMENT As a result of the audit of the financial statements for the
year ended December 31, 1998, the Company made several
adjustments to amounts initially recorded during the nine
months ended September 30, 1998. Firstly, during the second
quarter of 1998, the Company did not record compensation
expense relating to the issuance of stock and stock options
as it believed that the exercise price was equivalent to the
fair value at the issuance date. During December 1998, the
Company issued common stock to various individual investors
at $2 per share. Based on this issuance, the company
retroactively determined that the market value of the stock
options was $2 and recorded compensation expense of
$1,399,220. Secondly, during the second quarter of 1998, the
Company initially recorded an extraordinary loss of
$1,034,000 in relation to the write-off of a receivable from
Unico, the parent company of United. Subsequent to that
date, it was determined that the amount should be considered
a deferred acquisition cost. Finally, accrued dividends and
deemed dividends relating to preferred stock were not
originally reported.
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NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the effect of the restatement
on net loss and loss per share:
Three months Nine months
September 30, September 30,
1998 1998
-------------------------------------------------------------------------------
Loss as originally reported $ (257,007) $(1,925,086)
Compensation expense relating to the
the issuance of stock and stock options - (1,399,220)
Reclassification of extraordinary loss to
deferred acquisition cost - 1,034,000
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Restated net loss (257,007) (2,290,306)
Preferred stock dividends (29,589) (56,569)
Preferred stock deemed dividends (128,125) (213,541)
-------------------------------------------------------------------------------
Loss applicable to common shareholders $(414,721) $(2,560,416)
Loss per share
As originally reported $ (.07) $ (.59)
Restated $ (.12) $ (.79)
===============================================================================
3. COMMON STOCK During March 1999, the Company issued 64,000 shares of
common stock through a private placement to various
individual investors at $2 per share. Net proceeds from the
private placement after deductions for both cash and
non-cash issuance expenses, amounted to $52,933.
During April and May 1999, the Company issued 267,500 shares
of common stock through a private placement to various
individual investors at $2 per share. Net proceeds from the
private placement after deductions for both cash and
non-cash issuance expenses, amounted to $330,010.
In April 1999, the Company issued 200,000 shares of common
stock in exchange for consulting services to be rendered
over a one year period. The common stock was valued at $2
based on private sales to unrelated investors. An amount of
$300,000 of deferred consulting fees was recorded at June
30, 1999 relating to this issuance.
During April 1999, a majority shareholder contributed
$100,000 to additional paid in capital.
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NEXT GENERATION MEDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. COMMON STOCK, During June 1999, the Company issued 122,500 options to
CONTINUED employees and directors to purchase common stock at a price
of $.50 per share. These options were immediately vested. In
addition, 92,500 options were issued to purchase common
stock at a price of $.50 per share which vest over a two
year period. The market value of the stock was determined to
be $2 based on private sales to unrelated investors. The
Company recorded compensation expense of $183,500 in
relation to the vested options and recorded deferred
compensation of $138,750 for unvested options, which will be
recorded as compensation expense over the vesting period.
From July through September 1999, the Company issued 58,000
shares of common stock through a private placement to
various individuals investors at $2.50 per share. Net
proceeds from the private placement after deductions for
issuance expenses amounted to $123,881.
4. SEGMENT The Company has two reportable segments for the nine months
INFORMATION ended September 30, 1999: INI and United. United was
acquired on April 1, 1999. Each entity is a wholly-owned
subsidiary, with different management teams and different
products and services. INI operates a newspaper publishing
business and United operates a direct mail marketing
business. The accounting policies of the reportable segments
are the same as those set forth in the Summary of Accounting
Policies. Summarized financial information concerning the
Company's reporting segments for the nine months ended
September 30, 1999 is presented below. The Company has no
sales outside of the United States. The Company operated in
one segment for the nine months ended September 30, 1998.
Nine months ended
September 30, 1999 United INI Parent Eliminations Total
----------------------------------------------------------------------------------
Revenues 4,049,300 1,559,164 - - $5,608,464
Segment profit (loss) 1,046 (14,430) (858,208) - (871,592)
Total assets 2,262,412 464,663 2,521,927 (1,168,199) $4,080,803
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Total revenues increased 448%, to $2,250,426 in the quarter ended
September 30, 1999 from $410,506 during the third quarter of 1998. These
increases were due to the addition of revenues from and the acquisition of
United Marketing Solutions, Inc. ("United") by the issuer, and a general
increase in business activity at Independent News, Inc. ("INI").
Total operating expenses increased 355%, to $2,639,796 in the quarter
ended September 30, 1999 from $579,819 during the third quarter of 1998.
Printing costs, postage and delivery, other production costs, selling expenses,
and depreciation and amortization, which aggregate to $1,884,460, increased
442%, from $347,124 in the comparable 1998 period. General and administrative
expenses increased 213%, to $728,383 from $232,695 in the quarter ended
September 30 of 1998. These increases are comparable to the increase in revenue
and were primarily caused by the acquisition of United.
Interest expense decreased to $71,041 in the quarter ended September 30,
1999 from $89,908 in the quarter ended September 30, 1998.
Total revenues increased 307%, to $5,608,464 in the nine month period
ended September 30, 1999 from $1,377,083 in the same period of 1998. These
increases were primarily due to the acquisition of United by the issuer. Total
revenue decreased 3.5%, to $7,565,105 for the period ended September 30, 1999
from $7,843,012 on a pro forma basis for the same period in 1998.
Total operating expenses increased 75% to $6,290,171 in the nine-month
period ended September 30, 1999 from $3,589,921 in the same period of 1998.
Printing costs, postage and delivery, other production costs, selling expenses,
and depreciation and amortization, which aggregate to $4,546,177, increased
361%, from $984,133 in the comparable 1998 period. General and administrative
expenses increased 75%, to $1,533,291 from $876,572 in the period ended
September 30 of 1998. These increases are comparable to the increase in revenue
and are a result of the acquisition of United, offset by a reduction in
compensation expense relating to the issuance of stock options. Total expenses
decreased 13%, to $8,528,459 for the period ended
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September 30,1999 from $9,820,248 on a pro forma basis for the same period in
1998. This decrease is primarily attributed to a decrease in compensation
expense related to the issuance of stock options and forgiveness of stock
subscription receivables.
Interest expense increased to $190,579 in the nine-month period ended
September 30, 1999 from $93,822 in the comparable 1998 period. This increase is
due to borrowings incurred during calendar year 1998.
The Company's principal sources of liquidity are proceeds from the
issuance of common stock. In the third quarter of 1999, the Company realized
proceeds of $123,881, after deductions of cash and non-cash issuance expenses,
on the sale of 58,000 shares of common stock at a per share price of $2.50.
Cash used by operating activities was $330,447 for the period ended
September 30, 1999 compared to cash provided by operating activities of $8,902
for the period ended September 30, 1998. This change was primarily due to the
net loss of $871,592, the expense related to stock issued for services, and an
increase in accounts receivable, offset by a reduction in compensation expense
relating to the issuance of stock and stock options, depreciation and
amortization, and non-cash charges relating to amortization of deferred loan
costs and discounts on notes payable.
Cash used in investing activities was $222,307 for the period ended
September 30, 1999, compared to $99,110 for the period ended September 30, 1998,
as the Company used $178,159 in cash to acquire United, and acquired property
and equipment of $44,148.
Cash provided by financing activities was $624,558 for the period ended
September 30, 1999, compared to $90,224 for the period ended September 30, 1998.
This increase was primarily due to the proceeds received from the issuance of
common stock offset by payment of long-term debt.
The Company had a net loss per share, on a basic and diluted basis,
through the third fiscal quarter of 1998 of $0.79. During the period covered by
this report, the Company had a net loss per share of $0.31 on both a basic and
diluted basis.
The Company has no unused capital resources.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended September 30, 1999, the Company issued 58,000
shares of common stock through a private placement to various accredited
investors at a price of $2.50 per share. The securities were sold pursuant to an
exemption from registration pursuant to Rule 506 of Regulation D promulgated
under Section 4(2) of the Securities Act of 1933, as amended. Net proceeds from
the private placement after deductions for both cash and non-cash issuance
expenses, amounted to $123,881. Proceeds were used for operating activities of
the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ ----------- --------
3.1 Articles of Incorporation Incorporated by reference in the filing
(under the name Micro Tech of the Company's annual report on Form
Industries Inc.) 10-KSB filed on April 15, 1998.
3.2 Amendment to the Articles Incorporated by reference in the filing
of Incorporation of the Company's quarterly report on
Form 10-Q filed on May 15, 1997.
3.3 Amended and Restated Bylaws Incorporated by reference in the filing
of the Company of the Company's annual report on Form
10-KSB filed on November 12, 1999.
24.1 Power of Attorney Included on the signature page hereto.
27.1 Financial Data Schedule Included herein.
(b) Reports on Form 8-K:
None filed during the reporting period.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
NEXT GENERATION MEDIA CORP.
Date: December 30, 1999 By: /s/ Gerard R. Bernier
-------------------------
Gerard R. Bernier, President
and Director (principal
executive officer)
Date: December 30, 1999 By: *
-------------------------
Kenneth Brochin, Director
Date: December 30, 1999 By: *
-------------------------
Leon Zajdel, Director
Date: December 30, 1999 By: *
-------------------------
Peter Collins, Director
Date: December 30, 1999 By: *
-------------------------
Steve Kronzek, Director
Date: December 30, 1999 By: *
-------------------------
Frank A. Miller, Chief Financial
Officer
Date: December 30, 1999 By: * /s/ Gerard S. Bernier
-------------------------
Gerard R. Bernier, Attorney-
in-fact
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KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Gerard R. Bernier his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
this periodic report on Form 10-QSB, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Company and the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Kenneth Brochin Secretary, Treasurer 12/30/99
- -------------------- and Director
Kenneth Brochin
/s/ Leon Zajdel Director 12/30/99
- --------------------
Leon Zajdel
/s/ Peter Collins Director 12/30/99
- --------------------
Peter Collins
/s/ Steve Kronzek Director 12/30/99
- --------------------
Steve Kronzek
/s/ Frank A. Miller Chief Financial Officer 12/30/99
- --------------------
Frank A. Miller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
24.1 Power of Attorney
27.1 Financial Data Schedule