U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
Commission file No. 0-13167
TM CENTURY, INC.
(Name of small business issuer as specified in its charter)
Delaware 73-1220394
(State of incorporation) (IRS Employer Identification No.)
2002 Academy, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (972) 406-6800
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 X No
--- ---
The number of issuer's shares of Common Stock outstanding as of March 31, 2002
was 2,481,193.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
TM Century, Inc.
Balance Sheets
March 31, 2002 (Unaudited) and September 30, 2001
ASSETS
March 31, 2002 September 30, 2001
------------------ ------------------
CURRENT ASSETS
Cash and cash equivalents $ 261,638 $ 464,631
Short-term investments 647,012 634,049
Accounts receivable, less allowance for doubtful accounts
of $91,526 and $84,589, respectively 606,720 540,488
Inventories, net of allowance for obsolescence of
$258,545 for both periods 392,118 420,260
Prepaid expenses 60,118 66,824
------------------ ------------------
TOTAL CURRENT ASSETS 1,967,606 2,126,252
PROPERTY AND EQUIPMENT 2,953,592 2,886,485
Less accumulated depreciation and amortization (2,480,201) (2,406,438)
------------------ ------------------
NET PROPERTY AND EQUIPMENT 473,391 480,047
PRODUCT DEVELOPMENT COSTS, net of accumulated amortization
of $2,026,893 and $1,950,432, respectively 410,645 403,800
COMEDY MATERIAL RIGHTS, net of accumulated amortization
of $80,600 and $68,200, respectively 43,400 55,800
OTHER ASSETS 19,804 19,804
------------------ ------------------
TOTAL ASSETS $ 2,914,846 $ 3,085,703
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of note payable $ 12,000 $ 13,556
Accounts payable 46,002 11,019
Accrued expenses 151,309 110,015
Deferred revenue 85,142 80,882
Customer deposits 72,320 72,320
------------------ ------------------
TOTAL CURRENT LIABILITIES 366,773 287,792
NOTE PAYABLE, less current portion 9,000 16,000
CUSTOMER DEPOSITS - non-current 102,554 87,517
------------------ ------------------
TOTAL LIABILITIES 478,327 391,309
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 7,500,000 shares;
2,970,481 shares issued; 29,705 29,705
2,481,193 and 2,483,193 shares outstanding, respectively
Additional paid-in capital 2,275,272 2,275,272
Retained earnings 1,424,269 1,680,644
Treasury stock - at cost, 489,288 and 487,288 shares, respectively (1,292,727) (1,291,227)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY 2,436,519 2,694,394
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,914,846 $ 3,085,703
================== ==================
See notes to interim financial statements
2
TM Century, Inc.
Statements of Operations and Retained Earnings (Unaudited)
For The Three Months Ended March 31, 2002 and 2001
2002 2001
----------- -----------
REVENUES $ 1,239,733 $ 1,418,456
Less Commissions 207,012 241,949
----------- -----------
NET REVENUES 1,032,721 1,176,507
COSTS AND EXPENSES
Production, Programming, and Technical Costs 395,142 454,973
General and Administrative 526,837 474,141
Selling Costs 230,919 247,758
Depreciation 37,224 35,600
----------- -----------
TOTAL COSTS AND EXPENSES 1,190,122 1,212,472
----------- -----------
OPERATING LOSS (157,401) (35,965)
OTHER INCOME
Interest income 3,949 8,110
Other income 100 14
----------- -----------
TOTAL OTHER INCOME 4,049 8,124
----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES (153,352) (27,841)
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET LOSS $ (153,352) $ (27,841)
=========== ===========
RETAINED EARNINGS, BEGINNING OF PERIOD 1,577,621 1,599,743
----------- -----------
RETAINED EARNINGS, END OF PERIOD $ 1,424,269 $ 1,571,902
=========== ===========
BASIC NET LOSS PER COMMON SHARE $ (0.06) $ (0.01)
=========== ===========
DILUTED NET LOSS PER COMMON SHARE $ (0.06) $ (0.01)
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,481,193 2,483,193
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
ASSUMING DILUTION 2,481,193 2,483,193
=========== ===========
See notes to interim financial statements
3
TM Century, Inc.
Statements of Operations and Retained Earnings (Unaudited)
For The Six Months Ended March 31, 2002 and 2001
2002 2001
----------- -----------
REVENUES $ 2,487,150 $ 3,151,392
Less Commissions 422,468 623,704
----------- -----------
NET REVENUES 2,064,682 2,527,688
COSTS AND EXPENSES
Production, Programming, and Technical Costs 807,718 836,489
General and Administrative 995,879 929,734
Selling Costs 458,781 482,142
Depreciation 73,763 70,436
----------- -----------
TOTAL COSTS AND EXPENSES 2,336,141 2,318,801
----------- -----------
OPERATING INCOME (LOSS) (271,459) 208,887
OTHER INCOME
Interest income 14,984 14,047
Other income 100 35
----------- -----------
TOTAL OTHER INCOME 15,084 14,082
----------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (256,375) 222,969
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET INCOME (LOSS) $ (256,375) $ 222,969
=========== ===========
RETAINED EARNINGS, BEGINNING OF PERIOD 1,680,644 1,348,933
----------- -----------
RETAINED EARNINGS, END OF PERIOD $ 1,424,269 $ 1,571,902
=========== ===========
BASIC NET INCOME (LOSS) PER COMMON SHARE $ (0.10) $ 0.09
=========== ===========
DILUTED NET INCOME (LOSS) PER COMMON SHARE $ (0.10) $ 0.09
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,482,443 2,483,193
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
ASSUMING DILUTION 2,482,443 2,486,666
=========== ===========
See notes to interim financial statements
4
TM Century, Inc.
Statements of Cash Flows (Unaudited)
For The Six Months Ended March 31, 2002 and 2001
2002 2001
--------- ---------
OPERATING ACTIVITIES
Net income (loss) $(256,375) $ 222,969
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities
Depreciation and amortization of property and equipment 73,763 70,436
Amortization of product development costs and comedy material rights 88,861 87,858
Provision for doubtful accounts 6,937 8,750
Increase (decrease) from changes in operating assets
and liabilities:
Accounts receivable (73,169) 196,450
Inventories 28,142 19,007
Product development costs (83,306) (99,490)
Prepaid expenses 6,706 (57,831)
Accounts payable and accrued expenses 76,277 (22,499)
Deferred revenue 4,260 (1,123)
Customer deposits 15,037 3,950
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (112,867) 428,477
INVESTING ACTIVITIES
Purchase of short-term investments (12,963) (312,304)
Purchases of property and equipment (67,107) (116,059)
Acquisition of treasury stock (1,500) --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (81,570) (428,363)
FINANCING ACTIVITIES
Principal payments on note payable (8,556) (16,667)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (8,556) (16,667)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (202,993) (16,553)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 464,631 422,339
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 261,638 $ 405,786
========= =========
See notes to interim financial statements
5
TM CENTURY INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
March 31, 2002
1. BASIS OF PRESENTATION
The interim financial statements of TM Century, Inc. (the "Company") at March
31, 2002, and for the three and six months ended March 31, 2002 and 2001, are
unaudited, and include all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for a fair presentation. The
September 30, 2001 balance sheet was derived from the balance sheet included in
the Company's audited financial statements as filed on Form 10-KSB for the year
ended September 30, 2001.
The accompanying unaudited interim financial statements are for interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's audited
financial statements. The accompanying unaudited interim financial statements
for the three and six months ended March 31, 2002 are not necessarily indicative
of the results that can be expected for the entire fiscal year.
2. TREASURY STOCK
On October 29, 2001 the Board of Directors, by resolution, authorized the
Company to purchase up to 100,000 shares of its common stock on the open market
or through privately negotiated transactions, from time to time, dependent upon
market conditions, from November 1, 2001 through October 31, 2003. As of March
31, 2002 the Company has made purchases of 2,000 shares at an average price of
$.75 per share. These purchases were funded by cash reserves of the Company.
Future purchases are expected to be funded from operations or cash reserves of
the Company.
3. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are calculated on the weighted average number of
common shares outstanding during each period. Diluted earnings (loss) per share
includes common stock equivalents, if dilutive.
The following table provides a reconciliation between basic and diluted earnings
(loss) per share:
Three Months Ended Six Months Ended
March 31 March 31
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net Income (Loss) $ (153,352) $ (27,841) $ (256,375) $ 222,969
Weighted Average Number of Shares Outstanding
Basic 2,481,193 2,483,193 2,482,443 2,483,193
Dilutive effect of common stock equivalents 0 0 0 3,473
----------- ----------- ----------- -----------
Diluted 2,481,193 2,483,193 2482,443 2,486,666
Earnings Per Share:
Basic Net Income (Loss) $ (.06) $ (.01) $ (.10) $ .09
=========== =========== =========== ===========
Diluted Net Income (Loss) $ (.06) $ (.01) $ (.01) $ .09
=========== =========== =========== ===========
6
TM CENTURY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
TM Century, Inc. (the "Company") is engaged primarily in the creation,
production, marketing, and worldwide distribution of music libraries, production
libraries, comedy services, station identification and commercials for broadcast
multimedia use.
TM Century's clients include radio and television stations; radio, television,
satellite and Internet networks; web sites and portals; the American Forces
Radio Network; advertising agencies; post production studios; cable facilities;
and a wide variety of commercial businesses.
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about the business,
financial condition and prospects of the Company that reflect assumptions made
by management and management's beliefs based on information currently available
to it. The Company can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of management's assumptions
should prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the Company's actual results may differ
materially from those indicated by the forward-looking statements.
The key factors that are not within the Company's control and that may have a
direct bearing on operating results include, but are not limited to, continued
maturation of the domestic and international markets for compact disc
technology; acceptance by the customers of the Company's existing and any new
products and formats; the development by competitors of products using improved
or alternative technologies and the potential obsolescence of technologies used
by the Company; the continued availability of software, hardware and other
products obtained by the Company from third parties; dependence on distributors,
particularly in the international market; the retention of employees; the
success of the Company's current and future efforts to reduce operating
expenses; the effectiveness of new marketing strategies; and general economic
conditions including, but not limited to, terrorist attacks on the United States
and the effect on the economy in general and on the Company's revenue base in
particular. Additionally, the Company may not have the ability to develop new
products cost-effectively. There may be other risks and uncertainties that
management is not able to predict.
When used in this Quarterly Report, words such as "believes," "expects,"
"intends," "plans," "anticipates," "estimates," and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies upon current sales of music libraries and jingles on terms of
cash upon delivery for operating liquidity. Liquidity is also provided by cash
receipts from customers under contracts for production libraries and weekly
music service contracts having terms of one month to three years. The Company is
obligated to provide music updates throughout the contract terms for both
production library and weekly music service contracts. Sales of music libraries,
jingles, and the payments under production library and weekly music service
contracts will provide, in the opinion of management, adequate liquidity to meet
operating requirements at least through the end of fiscal 2002.
TM Century's cash balance decreased from $465,000 at September 30, 2001 to
$262,000 at March 31, 2002, primarily due to the timing of cash receipts from
advertising network representatives, a net loss of $256,000 (offset partially by
changes in operating assets and liabilities), and purchases of property and
7
equipment. During the six months ended March 31, 2002 approximately $67,000 was
spent for the purchase of property and equipment, primarily associated with
upgrades of network hardware and software and the addition of a recording and
mixing studio. Purchases of property and equipment for the same period in 2001
totaled $116,000 and included costs related to the upgrade of production
equipment and the conversion of warehouse space into offices. Expenditures for
product development for the six month period were approximately $83,000 and
$99,000 for 2002 and 2001, respectively. Funds for operating needs, new product
development and capital expenditures for the period were provided from cash
reserves and operations of the Company. The Company used approximately $113,000
to fund operations during the six months ended March 31, 2002 primarily due to
the net loss for the period (offset partially by changes in operating assets and
liabilities) compared to cash flow from operations of approximately $428,000 for
the same period of 2001 which produced net income of approximately $223,000. The
Company's expenditures for property, equipment, and development of new products
are discretionary. Product development expenditures are expected to be
approximately $240,000 in fiscal 2002. Management anticipates that cash flow
from operations and cash reserves will be sufficient to meet these capital
requirements at least through the end of fiscal year 2002. The Company has no
other significant commitments for capital expenditures in fiscal 2002.
RESULTS OF CONTINUING OPERATIONS
Comparison of the Three Month Periods Ended March 31, 2002 and 2001
- -------------------------------------------------------------------
Revenues decreased approximately $178,000 or 12.68% in the three month period
ended March 31, 2002 as compared to the same period for the previous year. The
events that occurred on September 11, 2001 and the subsequent effect on the
advertising industry had a continuing impact on second quarter revenues for all
product lines, which historically derived approximately 50% of revenue from
barter agreements. Barter revenues are derived from obtaining airtime from radio
stations in exchange for products and marketing such airtime to advertisers.
Barter revenue for the three-month period ended March 31, 2002 was $401,000
compared to $445,000 for the same period of 2001. The revenue decrease was
comprised of a decrease in revenues for music services of approximately $2,000,
jingles of $3,000 and comedy services of $52,000, offset by an increase in
revenues from production libraries of $13,000.
Revenues of weekly HitDisc services decreased $59,000, while GoldDisc revenues
fell $26,000, resulting in a net decrease in music services revenue of 15.6% as
compared to the same period of the previous year. As the compact disc music
library market matures, sales of compact discs are generated primarily from
changes in music formats or sales of new music libraries or formats rather than
from conversions to compact disc music delivery technology. The market for
compact disc music libraries to broadcast customers has reached a substantial
level of maturity in the United States, which is the market from which the
Company derives most of its music library revenues. The Company has made changes
in the product composition in an effort to appeal to markets outside the
broadcast industry with some success. The Company has also engaged in the
development of additional delivery media for music services as a method of
increasing product sales. A decline in revenues from music library sales may
result in a proportionately greater decline in operating income because music
libraries provide higher margins than the Company's other products. However,
management believes the introduction of new products will counteract the
declines in revenues from existing music libraries. In addition, the Company
contracts with third party sales representatives for sales in certain foreign
markets. Changes in representatives and the terms of ongoing agreements are
expected to favorably impact future revenues from international sales. Renewals
and new sales growth are subject to customer acceptance of the new products.
Production library revenues increased $42,000, or 12.9%. Although advertising
revenue overall decreased, due to the method of apportioning revenue among
product lines the increase in production library revenue is largely due to an
increase in the percentage of the advertising revenue allocated to production
library sales. The Company continues to concentrate on new product development
in this category and has broadened the target market beyond the radio broadcast
industry to include television, post-production houses, web sites and commercial
businesses. Sales and new sales growth are subject to customer acceptance of the
new products. Royalties derived from the American Society of Composers, Authors
and Publishers (ASCAP) increased $32,000 due to a distribution based upon prior
year broadcasts.
8
Jingles revenue decreased $70,000, or 21.3% over the same period in 2001,
primarily due to a $74,000 decrease in custom jingle production domestically. A
new jingle product line marketed as Studio Dragonfly, a web site based product
specifically designed to sell older jingle packages at reduced rates, generated
$21,000 in revenue for the quarter ended March 31, 2002.
Comedy network revenue decreased $55,000, or 27.4% compared to the same period
in 2001. This decrease was primarily due to the decrease in advertising revenue.
Historically, comedy service contracts comprised over 40% of the barter business
for the Company, however, an increase in the number of barter agreements for
other products in 2002 reduced the percentage of advertising revenue allocable
to comedy.
Commissions decreased $35,000 or 14.4% and reflect a combination of decreased
barter revenue and commissions paid to third party representatives for
international sales. As a percentage of revenues, commissions decreased from
17.0% to 16.7% due to an increase in direct international sales.
Production, programming and technical costs decreased $60,000 or 13.2%, and as a
percentage of revenue decreased from 32.1% to 31.9%. The decrease in costs is
due to a combination of cost reduction efforts and the reduction of costs
related to custom jingle production.
General and administrative costs increased $53,000, or 11.1% primarily due to
professional fees incurred developing a patent application for the SOLD-RITE(TM)
(Secure On Line Delivery of Recordings, Information, Text, and Entertainment)
System, a method of delivering content to consumers via the Internet. Ownership
of the patent, if granted, will belong to Sold-Rite Holdings LLC, a separate
entity of which the Company will own 42.5%.
Selling costs decreased $17,000, or 6.8%, and as a percentage of revenues
increased from 17.5% to 18.6%. The decrease in expenses was created by a
decrease in the commission expense reflective of the decreased revenues.
Depreciation and amortization of property and equipment increased $1,600 or 4.6%
due to the addition of property and equipment in prior months.
Comparison of the Six Month Periods Ended March 31, 2002 and 2001
- -----------------------------------------------------------------
Revenues decreased approximately $664,000 or 21.1% in the six month period ended
March 31, 2002 as compared to the same period for the previous year. The events
that occurred on September 11, 2001 and the subsequent effect on the advertising
industry had a significant impact on first quarter revenues for all product
lines, which historically derived approximately 50% of revenue from barter
agreements. The reduction in advertising revenue continued into the second
quarter, although there were signs of a slow recovery. Barter revenues are
derived from obtaining airtime from radio stations in exchange for such weekly
services and marketing such airtime to advertisers. Barter revenue for the
six-month period ended March 31, 2002 was $830,000 compared to $1,306,000 for
the same period of 2001. The revenue decrease was comprised of a decrease in
revenues for music services of $46,000, production libraries of $210,000, jingle
revenues of $10,000, and comedy services of $210,000.
Revenues of weekly HitDisc services decreased $126,000, while GoldDisc revenues
decreased $43,000, resulting in a decrease in music services revenue of 15.1% as
compared to the same period of the previous year. As the compact disc music
library market matures, sales of compact discs are generated primarily from
changes in music formats or sales of new music libraries or formats rather than
from conversions to compact disc music delivery technology. The market for
compact disc music libraries to broadcast customers has reached a substantial
level of maturity in the United States, which is the market from which the
Company derives most of its music library revenues. The Company has made changes
in the product composition in an effort to appeal to markets outside the
broadcast industry with some success. The Company has also engaged in the
development of additional delivery media for music services as a method of
increasing product sales. A decline in revenues from music library sales may
9
result in a proportionately greater decline in operating income because music
libraries provide higher margins than the Company's other products. However,
management believes the introduction of new products will counteract the
declines in revenues from existing music libraries. In addition, the Company
contracts with third party sales representatives for sales in certain foreign
markets. Changes in representatives and the terms of ongoing agreements are
expected to favorably impact future revenues from international sales. Renewals
and new sales growth are subject to customer acceptance of the new products.
Production library revenues decreased $205,000, or 22.8%. The decrease in
production library revenue is primarily due to the decrease in advertising
revenue. Even though production library revenues may decline due to the
expiration of three-year contracts, management believes that production
libraries will continue to generate a significant portion of overall revenues
from sales of existing products through advertising/barter arrangements and
sales of new products. The Company continues to concentrate on new product
development in this category and has broadened the target market beyond the
radio broadcast industry to include television, post-production houses, web
sites and commercial businesses. Sales and new sales growth are subject to
customer acceptance of the new products.
Jingles revenue decreased $67,000 or 11.8% over the same period in 2001.
Domestic jingles revenue reflected a decrease in syndicated jingle sales of
approximately $68,000, offset by an increase in custom jingles of $13,000, while
international jingle production showed a $3,600 decline when compared to the
same period in the prior year. A new jingle product line marketed as Studio
Dragonfly, a web site based product specifically designed to sell older jingle
packages at reduced rates, has generated $21,000 in revenue since its
introduction on January 2, 2002.
Comedy revenue decreased $215,000, or 39.1%. This decrease was primarily due to
the decrease in advertising revenue. Historically, comedy service contracts
comprised over 40% of the barter business for the Company, however, an increase
in the number of barter agreements for other products in 2002 reduced the
percentage of advertising revenue allocable to comedy.
Commissions decreased $201,000 or 32.3%, and reflect a $29,000 decrease in
commissions paid to third party international representatives created by the
decrease in international revenue. The commissions paid to advertising
representatives decreased proportionately with the decrease in advertising
revenue.
Production, programming and technical costs decreased $29,000. The greatest
variance in costs is reflected in the reduction of revenue-based royalties paid
to writers for jingles and imaging libraries that were affected by the decreased
advertising revenue.
General and administrative costs increased $66,000 or 7.1%. A $10,000 reduction
in sublease proceeds resulted in an increase in facilities expenses.
Professional fees in the amount of $56,000 were incurred developing a patent
application for the SOLD-RITE(TM) (Secure On Line Delivery of Recordings,
Information, Text, and Entertainment) System, a method of delivering content to
consumers via the Internet. Ownership of the patent, if granted, will belong to
Sold-Rite Holdings LLC, a separate entity of which the Company will own 42.5%.
Selling costs decreased $23,000 or 4.8%, and as a percentage of revenues
increased from 15.3% to 18.4%. The decrease in selling expenses reflects a
decrease in sales commissions indicative of the overall decrease in revenues.
Depreciation of property and equipment increased $3,000 or 4.7% due to the
addition of property and equipment.
10
PART II. OTHER INFORMATION
Item 1. Legal proceedings - Not applicable.
Item 2. Changes in securities - Not applicable.
Item 3. Defaults upon senior securities - Not applicable.
Item 4. Submission of matters to a vote of security holders
The holders of approximately 69.6% or 1,725,750 shares of the outstanding common
stock of the Company, by written consent executed as of March 29, 2002 in
accordance with Delaware law, (i) re-elected all five directors of the Company,
Marjorie L. McIntyre, A. Ann Armstrong, Carol M. Long, Michael Cope and R. David
Graupner, and, (ii) approved the anticipated appointment of King Griffin &
Adamson P.C. as the Company's independent certified public accountants for the
fiscal year ended September 30, 2002. The Company did not solicit proxies or
consents in connection therewith.
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K - None
11
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: May 9, 2002
TM CENTURY, INC.
BY: /s/ Teri R.S. James
---------------------------
Teri R.S. James
Chief Financial Officer
(Principal Accounting Officer)
BY: /s/ R. David Graupner
---------------------------
R. David Graupner
Chief Executive Officer
(Principal Executive Officer)