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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _______________.
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MODERN RECORDS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
CALIFORNIA 95-3404374
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
468 NORTH CAMDEN DRIVE
THIRD FLOOR
BEVERLY HILLS, CALIFORNIA 90210
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(310) 285-5370
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Indicate by check mark 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 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]
The number of shares outstanding of the issuer's Common Stock, no par
value, as of April 30, 1998 was 19,680,000.
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MODERN RECORDS, INC. QUARTERLY REPORT ON FORM 10-QSB
INDEX
Part I. FINANCIAL INFORMATION
PAGE
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Item 1. Financial Statements
Balance Sheets as of April 30, 1998 and October 31,
1997.................................................. 3
Statements of Operations for the three and six months
ended April 30, 1998 and 1997......................... 4
Statements of Cash Flows for the three and six months
ended April 30, 1998 and 1997......................... 5
Notes to Financial Statements.......................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings................................. 8
Item 2. Changes in Securities and Use of Proceeds......... 8
Item 6. Exhibits and Reports on Form 8-K.................. 10
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PART I.
ITEM 1. FINANCIAL INFORMATION
MODERN RECORDS, INC.
BALANCE SHEETS
APRIL 30, 1998 AND OCTOBER 31, 1997
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED -- PREPARED BY MANAGEMENT)
ASSETS
APRIL 30, OCTOBER 31,
1998 1997
----------- -----------
CURRENT
Cash...................................................... $ 65,418 $ 15,417
Subscription receivable................................... 27,778
Accounts receivable....................................... -- --
----------- -----------
Total current assets.............................. 93,196 15,417
Deferred record master cost, net.......................... 200,478 225,478
$ 293,674 $ 240,895
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities.................. $ 204,111 $ 347,454
Loans payable............................................. 63,626 18,393
Deferred compensation..................................... 200,000 100,000
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Total current liabilities......................... 467,737 465,847
----------- -----------
Loans from related parties, non-interest bearing with no
state terms of repayment.................................. 31,068 525,012
Recoupable advances......................................... 50,000 50,000
Deferred revenue............................................ 21,457 141,574
Liabilities to be satisfied by issuance of common shares.... 217,990 --
----------- -----------
Total Liabilities................................. 788,252 1,182,433
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SHAREHOLDERS' DEFICIENCY
Capital stock
Authorized: 20,000,000 common shares without par value
Issued: 19,680,000 shares (1998) (1997 -- 14,657,770
shares)................................................ 1,973,799 1,351,342
Accumulated deficit....................................... (2,468,377) (2,292,880)
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Total Shareholders' Deficiency.................... (494,578) (941,538)
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$ 293,674 $ 240,895
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MODERN RECORDS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1998 AND 1997
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED -- PREPARED BY MANAGEMENT)
THREE MONTHS ENDED APRIL 30, SIX MONTHS ENDED APRIL 30,
---------------------------- --------------------------
1998 1997 1998 1997
------------ ------------ ----------- -----------
REVENUE
Modern/Atlantic agreement........... $ 42,167 $ 33,528 $ 111,949 $ 66,767
Modern/Platinum agreement........... 65,345 -- 65,345 --
Other............................... -- -- 300 --
----------- ----------- ----------- -----------
Total Revenue............... 107,512 33,528 177,594 66,767
Cost of Sales......................... 30,869 -- 59,315 --
----------- ----------- ----------- -----------
Gross Profit.......................... 76,643 33,528 118,279 66,767
----------- ----------- ----------- -----------
EXPENSES
Accounting and legal................ 14,602 1,000 23,937 1,300
Automobile.......................... 1,295 1,263 3,366 3,588
Consulting fees..................... 88 5,300 732 5,300
Insurance........................... 1,383 4,208 2,647 4,208
Promotions and public relations..... 25,926 -- 25,926 --
Office and miscellaneous............ 28,342 (717) 34,050 --
Rent................................ 11,127 200 20,952 1,200
Salaries and employee benefits...... 60,335 29,592 121,103 59,560
Security registration and filing
costs............................ 650 -- 1,325 --
Telephone........................... 9,773 5,055 13,560 9,809
Travel and entertainment............ 30,122 1,508 46,178 1,550
----------- ----------- ----------- -----------
Total Expenses.............. 183,643 47,409 293,776 86,515
----------- ----------- ----------- -----------
Net loss.............................. $ (107,000) $ (13,881) $ (175,497) $ (19,748)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding.................. 15,166,859 11,592,770 13,412,315 11,592,770
Loss per share........................ $ (0.01) $ -- $ (0.01) $ --
=========== =========== =========== ===========
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MODERN RECORDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED APRIL 30, 1998 AND 1997
(UNAUDITED -- PREPARED BY MANAGEMENT)
1998 1997
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CASH PROVIDED BY (USED FOR)
OPERATIONS
Net loss.................................................. $(175,497) $ (19,748)
Amortization of recoverable production costs.............. 25,000 --
CHANGES IN NON-CASH OPERATING WORKING CAPITAL:
Increase (decrease) in accounts payable and accrued
liabilities............................................ (141,504) (14,324)
Increase (decrease) in deferred compensation.............. 100,000 --
Increase (decrease) in deferred revenue................... (120,117) (66,767)
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(312,118) (100,839)
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FINANCING
Bank overdraft............................................ -- 22,614
Issuance of common shares................................. 594,679 --
Increase (decrease) in loans from related parties......... (257,560) 28,225
Increase in recoupable advances........................... -- 50,000
Increase (decrease) in loans payable...................... 25,000 --
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362,119 100,839
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Increase in cash............................................ 50,001 --
Cash at beginning of period................................. 15,417 --
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Cash at end of period....................................... $ 65,418 $ --
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MODERN RECORDS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998
1. BASIS OF PRESENTATION
The interim financial statements presented have been prepared by Modern
Records, Inc. (the "Company") without audit and, in the opinion of the
management, reflect all adjustments of a normal recurring nature necessary for a
fair statement of (a) the results of operations for the three and six months
ended April 30, 1998 and 1997, (b) the financial position at April 30, 1998 and
(c) the cash flows for the three and six months ended April 30, 1998 and 1997.
Interim results are not necessarily indicative of results for a full year.
The balance sheet presented as of October 31, 1997 has been derived from
the financial statements that have been audited by the Company's independent
public accountants. The financial statements and notes are condensed as
permitted by Form 10-QSB and do not contain certain information included in the
annual financial statements and notes of the Company. The financial statements
and notes included herein should be read in conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-KSB.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
Modern Records, Inc. (the "Company" or "Modern") produces, licenses,
acquires, markets and distributes high quality recorded music for a variety of
musical formats.
In May of 1997, Stephen Randall ("Randy") Jackson acquired a controlling
interest in the Company with the intent of repositioning the Company as a
forward thinking, dynamic independent label in the recording industry. During
the remainder of 1997 and throughout the period, the Company has been focusing
on establishing a more solid financial base while developing strategic
initiatives capable of realizing the Company's objectives.
The primary source of revenue to the Company has been the production and
release of recorded music. The Company has been closely associated with the work
of recording artist Stevie Nicks, who was one of the Company's founders.
Although Ms. Nicks is no longer under contract with the Company, her works
continue to provide the dominant source of revenue.
During the period the Company released the Stevie Nicks' "Enchanted" Album;
a new CD box set which is a shared release with Atlantic Records. As of May 6,
1998, more than fifty-six thousand copies of the "Enchanted" box set were sold.
RESULTS OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1998 COMPARED TO SIX MONTHS ENDED APRIL 30, 1997
Gross revenues increased $110,827 or 166% to $177,594 for the six months
ended April 30, 1998 compared to the same period in 1997. This increase reflects
the revenue sharing from the Atlantic agreement with Stevie Nicks and the J.
Osborne Christmas album holiday sales results. It is not anticipated that the J.
Osborne Christmas album sales will occur again until the beginning of the
holiday season in 1998.
Gross profit improved $51,512 or 77% to $118,279 for the six months ended
April 30, 1998 reflecting the flow through of profit from the Atlantic agreement
with Stevie Nicks which generates a higher gross margin.
Selling, marketing and general administrative expenses increased in 1998
over the corresponding second quarter of 1997 by $207,261 to $293,776 reflecting
the costs associated with the holiday 1997 launch of Jeffrey Osborne's album,
legal and accounting services required to gain new financing for Modern and a
developing infrastructure including payroll, rent, and communications.
The net loss from continuing operations for the six months ended April 30,
1998 totaled $175,497 compared to $19,748 for the same period the prior year.
This increase is due to significantly greater operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current revenue stream is derived in large part from sales of
Stevie Nicks' albums. The Company's current management, headed by Mr. R. Jackson
who acquired a 47% equity interest in the Company in 1997, intends to pursue a
growth strategy that is centered on signing artists to the Modern label,
advancing funds for production of new albums, marketing albums released on the
Modern label and retaining a team of talented executive officers with experience
in the entertainment industry. Revenues from the Company's existing product are
insufficient to fund this strategy since the strategy will require significant
expenditures before additional revenues are generated. The Company's
implementation of its growth strategy is dependent on the Company's ability to
obtain additional debt, equity and other financing. There can be no assurance
that such financing will be available to the Company on favorable terms, if at
all.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS.
UNREGISTERED SECURITIES
During the six month period ended April 30, 1998, the Company sold the
following unregistered securities:
DATE COMMON STOCK WARRANTS
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February 3, 1998*............................ 320,000(1)
March 16, 1998*.............................. 95,050(2)
March 16, 1998*.............................. 6,120,401(3)
April 2, 1998................................ 175,000(4)
April 2, 1998*............................... 85,000(5) 85,000(5)
April 16, 1998*.............................. 400,00(6) 400,000(6)
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TOTAL.............................. 7,100,401 580,050
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* Indicates the date that the Company announced the pending sale, which was
subject to final approval of applicable Canadian regulatory authorities.
Such approval was subsequently obtained from the appropriate Canadian
regulatory authority, and each such sale has been consummated.
(1) Pursuant to a private placement under British Columbia securities laws,
320,000 units were issued at C$0.25 per unit for total proceeds of C$80,000
(each unit is comprised of 1 share of Common Stock and 1 non-transferable
share purchase warrant exercisable at C$0.50 per share during the first year
after purchase and C$0.60 during the second year after purchase). 260,000 of
the units were sold to three Canadian investors and 60,000 of the units were
sold to Stig Hans Johan Grandin, a Swedish citizen and director of the
Company. The Company believes that the sales of the units were exempt from
the registration requirements of the Securities Act under Section 4(2) of
the Securities Act because the transaction did not involve a public
offering -- there were less than 10 offerees of the units, each offeree was
an accredited investor and each purchaser was required to hold the units for
a period of one year following the execution of the subscription agreement
relating to the sale. In addition, the Company believes that the sales of
the units were exempt from the registration requirements of the Securities
Act because the units were not offered or sold in the United States and none
of the purchasers was a U.S. person.
(2) Non-transferable share purchase warrants exercisable at C$0.15 per share
during the first year after issuance and C$.17 during the second year after
issuance (the "Loan Warrants") were issued to Mr. R. Jackson, the Chairman,
Chief Executive Officer and President of the Company, and to Kendrick E.
Packer, a director of the Company, in connection with the loans of US$25,000
(C$35,643) extended by such individuals to the Company. The Company believes
that the issuance of the Loan Warrants were exempt from the registration
requirements of the Securities Act under Section 4(2) of The Securities Act
because they did not involve a public offering.
(3) Pursuant to a private placement under British Columbia securities laws,
6,120,401 shares of Common Stock were issued at C$0.15 per share, for total
proceeds of C$918,060. 786,055 of the shares were sold to three Canadian
investors, 551,055 of the shares were sold to Mr. Grandin and 4,783,371 of
the shares were sold to Randy Jackson, the Chairman, Chief Executive Officer
and President of the Company. Although the majority of the shares were
issued on June 12, 1998, 1,793,171 of the shares sold to Mr. R. Jackson were
not issued until October 26, 1998, following the date that stockholders
approved an increase in the number of authorized shares of the Company. The
Company believes that the sales of the shares were exempt from the
registration requirements of the Securities Act under Section 4(2) of the
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Securities Act because the transaction did not involve a public
offering -- there were less than 10 offerees of the shares and each offeree
(other than a Canadian investor who purchased 35,000 of the shares for an
aggregate purchase price of $5,250) was an accredited investor and each
purchaser was required to hold the units for a period of one year following
the execution of the subscription agreement relating to the sale. In
addition, the Company believes that the sales of the shares to the Canadian
investors and Mr. Grandin were exempt from the registration requirements of
the Securities because those shares were not offered or sold in the United
States and neither Mr. Grandin nor any of the Canadian investors is a U.S.
person.
(4) Issued to Mr. Grandin pursuant to the exercise of options with an exercise
price of C$0.15 per share, for total proceeds of C$26,250. The Company
believes that the issuance of the shares upon exercise of Mr. Grandin's
options were exempt from the registration requirements of the Securities Act
under Section 4(2) of the Securities Act because the exercise of the options
did not involve a public offering.
(5) Pursuant to a private placement under British Columbia securities laws,
85,000 units were issued at C$0.30 per Unit, for total proceeds of C$25,500
(each unit is comprised of 1 share of Common Stock and 1 non-transferable
share purchase warrant exercisable at C$0.40 per share during the first year
after purchase and C$0.60 during the second year after purchase). The units
were sold to a Canadian investor and to Mr. Grandin. The Company believes
that the sales of the units were exempt from the registration requirements
of the Securities Act under Section 4(2) of the Securities Act because the
transaction did not involve a public offering -- there were only two
offerees of the units, each offeree was an accredited investor and each
purchaser was required to hold the units for a period of one year following
the execution of the subscription agreement relating to the sale. In
addition, the Company believes that the sales of the units were exempt from
the registration requirements of the Securities Act because the units were
not offered or sold in the United States and neither purchaser was a U.S.
person.
(6) Pursuant to a private placement under British Columbia securities laws,
400,000 units were issued at C$0.40 per Unit, for total proceeds of
C$160,000 (each unit is comprised of 1 share of Common Stock and 1
non-transferable share purchase warrant exercisable at C$0.55 per share
during the first year after purchase and $0.75 during the second year after
purchase). The units were sold to two Canadian investors. The Company
believes that the sales of the units were exempt from the registration
requirements of the Securities Act under Section 4(2) of the Securities Act
because the transaction did not involve a public offering -- there were only
two offerees of the units, each offeree was an accredited investor and each
purchaser was required to hold the units for a period of one year following
the execution of the subscription agreement relating to the sale. In
addition, the Company believes that the sales of the units were exempt from
the registration requirements of the Securities Act because the units were
not offered or sold in the United States and neither purchaser was a U.S.
person.
As set forth above, the Company believes that each of the sales of its
unregistered securities described above qualified for exemptions from the
registration requirements of the Securities Act, although the Company did not
qualify under the applicable "safe harbor" provisions of the relevant exemption
with respect to certain of such sales and, as a result, there can be no
assurance that each such sale was exempt. If one or more of the sales of the
Company's securities were not made pursuant to a valid exemption, the purchasers
of securities in such sales (and purchasers of securities in other sales, if
any, that would be integrated with the non-exempt sales under the Commission's
integration rules) may have a right to rescind their purchases. The Company
believes it is unlikely that purchasers of securities from the Company would
pursue a claim to rescind their purchases because, such purchasers acquired the
securities for a purchase price significantly lower than the current market
price of the Company's common stock. Even if any such claim were pursued, the
Company believes that it would prevail on the grounds that the sale was exempt
from the registration requirements of the Securities Act. Consequently, the
Company believes that any asserted claim for non-compliance with the
registration provisions of the Securities Act would not materially affect the
Company's financial position or results of operations.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
3.1 Articles of Incorporation of the Company, as amended.*
3.2 By-laws of the Company, as amended.**
3.3 Certificate of Amendment of Articles of Incorporation.**
10.1 Agreement between Company and Atlantic Recording Corporation
dated July 1, 1979, as amended September 10, 1979, April 30,
1983, May 1, 1983, August 1, 1983, March 27, 1987, December
20, 1988, June 29, 1989 and April 22, 1990.*
10.2 Recording agreement between the Company and Stephanie Nicks
dated December 4, 1978, as amended December 11, 1978, April
26, 1979, May 31, 1979, June 27, 1979 and April 26, 1988.*
10.3 Distribution Agreement between the Company and EMI Records
Limited dated April 15, 1985, as amended by undated
amendment and April 6, 1989.*
10.4 Recording agreement between the Company and Mark Lennon et
al., dba "Venice", dated June 29, 1989.*
10.5 Recording agreement between the Company and Thomas J.
Henrickson et al., dba "Big Trouble", dated November 22,
1989.*
10.6 Recording agreement between the Company and Rick Vito dated
April 22, 1990.*
10.7 Share Purchase Option Agreement with Paul E. Fishkin, dated
November 2, 1990.*
10.8 Share Purchase Option Agreement with John G. Proust and
Jeffrey C. Ingber, dated January 2, 1991.*
10.9 Pooling Agreement dated June 26, 1990 among Paul E. Fishkin,
Stephanie Nicks, Pacific Corporate Services Limited and the
Company.*
10.10 Pooling Agreement dated June 26, 1990 among certain
non-affiliated shareholders, the Company and Pacific
Corporate Services Limited.*
10.11 Pooling Agreement dated June 26, 1990 among J. Proust and
Associates, Inc., Pacific Corporate Services Limited and the
Company.*
10.12 Pooling Agreement dated July 5, 1990 among Howard Rosen,
Pacific Corporate Services Limited and the Company.*
10.13 Pooling Agreement dated November 2, 1990 among Douglas
Bleeck, Pacific Corporate Services Limited and the Company.*
10.14 Management Agreement dated June 26, 1989 between the Company
and J. Proust and Associates, Inc.*
10.15 Escrow Agreement dated June 26, 1990 among the Company, Paul
E. Fishkin, Stephanie Nicks and Pacific Corporate Services
Limited.*
10.16 Option to purchase 265,000 shares of Common Stock of the
Company issued to Randy Jackson, dated July 10, 1998.**
10.17 Option to purchase 200,000 shares of Common Stock of the
Company issued to Jackie Jackson, dated July 10, 1998.**
10.18 Option to purchase 400,000 shares of Common Stock of the
Company issued to Lawrence W. Gallo, dated July 10, 1998.**
10.19 Option to purchase 125,000 shares of Common Stock of the
Company issued to Johan Grandin, dated December 17, 1998.**
10.20 Option to purchase 125,000 shares of Common Stock of the
Company issued to Kendrik Packer, dated December 17, 1998.**
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10.21 Loan Agreement dated March 16, 1998 between the Company,
Randy Jackson and Kendrik Packer.**
10.22 Employment Agreement dated May 15, 1997 between the Company
and Randy Jackson.**
10.23 Recording agreement dated March 1, 1999 between the Company
and The Jacksons.**
27.1 Financial Data Schedule.
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* Incorporated herein by reference to exhibits of the same number in the
Company's S-1 Registration Statement dated September 9, 1991 (33-40804).
** Incorporated herein by reference to exhibits of the same number in the
Company's Report on Form 10-KSB for the fiscal year ended October 31, 1998.
(b) REPORTS ON FORM 8-K
None
Items 3, 4 and 5 are not applicable and have been omitted.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Modern
Records, Inc. has duly caused this report to be signed by the undersigned
thereunto duly authorized.
MODERN RECORDS, INC.
/s/ STEPHEN RANDALL JACKSON
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Stephen Randall Jackson
Chairman of the Board, President
and Chief Executive Officer
Date: April 20, 1999
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