SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002.
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ________________
Interruption Television Inc.
(Exact name of small business as specified in its charter)
Nevada 199706706N
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
610 Newport Center Dr., Suite 830
Newport Beach, California 92660
(Address of principal executive offices)
(949) 729-4666
(Issuer's telephone number)
4675 MacArthur Court, Suite 1570
Newport Beach, California 92660
-------------------------------
Former address
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 No
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X
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable dated: 31 December 2001, 2,925,687 shares
Transitional Small Business Disclosure Format (check one):
Yes No
- ---- ----
X
INTERRUPTION TELEVISION INC
INDEX
PAGE
----
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Statement of Operations for the three months and nine months ended
March 31, 2002 and 2001 and cumulative from inception 3
Balance Sheets at March 31, 2002 and June 30, 2001 4
Statements of Cash Flows for the nine months ended March 31, 5
2002 and 2001 and cumulative from inception
Statement of Stockholders' equity 6
Notes to Financial Statements 7-8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS 10
ITEM 2 - CHANGES IN SECURITIES 10
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 5 - OTHER INFORMATION 10
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURE PAGE 11
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INTERRUPTION TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
----------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED)
-------------------------------------------------------
FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2002 AND 2001 AND
CUMULATIVE FROM INCEPTION
From
Nine Nine Three Three inception
months months months months January 29,
ended ended ended ended 1997 to
March 31, March 31, March 31, March 31, March 31,
2002 2001 2002 2001 2002
------------ ------------ ------------ ------------ ------------
Revenues $ - $ - $ - $ - $ -
Expenses:
Accounting 1,800 - 1,800 - 1,800
Filing fees 3,336 2,504 2,336 - 6,262
Legal 6,522 - 1,522 - 6,522
------------ ------------ ------------ ------------ ------------
Total expenses 11,658 2,504 5,658 - 14,584
Loss before interest, loss
on disposition of assets
and income taxes (11,658) (2,504) (5,658) - (14,584)
Interest expense 38,329 35,041 13,064 11,943 89,334
------------ ------------ ------------ ------------ ------------
Loss before loss on
disposition of assets and
income taxes (49,987) (37,545) (18,722) (11,943) (103,918)
Loss on disposition of
assets 500,000 - - - 500,000
Income taxes - - - - -
------------ ------------ ------------ ------------ ------------
Net Loss $ (549,987) $ (37,545) $ (18,722) $ (11,943) $ (603,918)
============ ============ ============ ============ ============
Earnings per share $ (0.188) $ (0.013) $ (0.006) $ (0.004) $ (0.206)
============ ============ ============ ============ ============
Weighted average number of
shares outstanding 2,925,687 2,925,687 2,925,687 2,925,687 2,925,687
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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INTERRUPTION TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
-------------------------------------------------
BALANCE SHEETS (UN-AUDITED)
--------------------------------------
MARCH 31, 2002 AND JUNE 30, 2001
March 31, 2002 June 30, 2001
-------------- -------------
ASSETS
Other assets
Investment in subsidiary $ - $ 820,013
---------- ----------
Total assets $ - $ 820,013
========== ==========
LIABILITES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,090 $ -
Loans payable 500,000 500,000
Accrued interest 89,334 51,005
Shareholder loans 9,568 -
---------- ----------
600,992 551,005
Shareholders' equity
Preferred stock 10,000,000 shares authorized,
none issued
Common Stock 100,000,000 shares authorized par
value $0.001, 2,925,687 shares issued and
outstanding at March 31, 2002 and 19,938,353
issued and outstanding at June 30, 2001
Par value 2,926 19,939
Paid in capital - 303,000
Retained deficit (603,918) (53,931)
---------- ----------
Shareholders' equity (600,992) 269,008
Total liabilities and shareholders' equity $ - $ 820,013
========== ==========
The accompanying notes are an integral part of these financial statements.
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INTERRUPTION TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
---------------------------------------------------
STATEMENTS OF CASH FLOWS (UNAUDITED)
-----------------------------------------------------------
FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001 AND
CUMULATIVE FROM INCEPTION
From
inception
January 29,
For the nine For the nine 1997 to
months ended months ended March 31,
March 31, 2002 March 31, 2001 2002
---------- ---------- ----------
Cash flows from operating activities:
Net loss $(549,987) $ (37,545) $(603,918)
Shares issued for services - 2,504 2,504
Loss on disposition of assets 500,000 - 500,000
Increase (decrease) in operating liabilities:
Accounts payable 2,090 2,090
Interest payable 38,329 35,041 89,334
---------- ---------- ----------
Cash flows used in operating activities (9,568) - (9,990)
Cash flow from financing activities:
Loans from shareholders 9,568 - 9,568
Shares issued for cash - - 422
---------- ---------- ----------
Total cash flow from financing activities 9,568 - 9,990
Cash flow from all activities - - -
Cash at beginning of period - - -
---------- ---------- ----------
Cash at end of period $ - $ - $ -
========== ========== ==========
Cash paid for interest and taxes
Interest - - -
Taxes - - -
The accompanying notes are an integral part of these financial statements.
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INTERRUPTION TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
---------------------------------------------------
STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
-----------------------------------------------------------
FROM INCEPTION TO MARCH 31, 2002
Capital stock Accumulated
------------------------------------------------ deficit in
Shares Par value Paid in development
capital stage
------------ ------------ ------------ ------------
Balance January 29, 1997 421,687 $ 422 $ - $ -
Net loss - - - (422)
------------ ------------ ------------ ------------
Balance June 30, 1997, 1998 and 1999
421,687 422 - (422)
Net loss - - - (3,750)
------------ ------------ ------------ ------------
Balance June 30, 2000 421,687 422 - (4,172)
Stock issued to acquire ITV, Inc. and
subsidiaries at July 20, 2000 17,012,666 17,013 303,000 -
Stock issued for consulting services in
connection with acquisition of July 20,
2000 at nominal par value 2,504,000 2,504 - -
Net loss - - - (49,759)
------------ ------------ ------------ ------------
Balance June 30, 2001 19,938,353 19,939 303,000 (53,931)
Disposition of ITV, Inc. and
subsidiaries at November 15, 2001 (17,012,666) (17,013) (303,000) -
Net loss - - - (549,987)
------------ ------------ ------------ ------------
Balance March 31, 2002 2,925,687 $ 2,926 $ - $ (603,918)
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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INTERRUPTION TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
FOR THE NINE MONTHS ENDED MARCH 31, 2002
(UNAUDITED)
1. HISTORY OF THE COMPANY
Interruption Television Inc. ("the Company") was incorporated in the State of
Nevada January 29, 1997. During the period from April 1, 1997 to July 19, 2000
the Company was engaged in marketing financial information systems, software and
on-line subscription financial data through a wholly owned subsidiary Time
Lending, California. On July 19, 2000 the Company sold and transferred all
assets and liabilities and all shares of Time Lending, California to a third
party buyer becoming a shell corporation.
On July 20, 2000, the Company acquired all of the issued and outstanding common
stock of ITV, Inc. ("ITV") a Nevada corporation, which owned 100% of the shares
of Interruption Television Pte Ltd. a company incorporated in Singapore, in
exchange for issuing 17,012,666 shares of the Company's Common Stock of par
value $0.001 each (approximately 85% of the shares then outstanding), after the
shareholders approved a one for three reverse stock split on July 20, 2000, to
the shareholders of the Company. An additional 2,504,000 shares were issued to
several persons instrumental in the acquisition as consultant fees on July 20,
2000.
Interruption Television Pte Limited (ITPL), the operating company, was
incorporated in Singapore, and was principally engaged in the conceptualization
and production of Television programs for worldwide distribution across multiple
media platforms. Additionally, the Company drove traffic from its branded
programs on traditional television medium to multiple media platforms and sought
sponsorship opportunities for this traffic.
With effect from July 10, 2000, the Company changed its name from Time Financial
Services, Inc. to Interruption Television Inc. As of July 20, 2000 the Company
maintained its head office in Singapore where it coordinated sales, marketing,
purchasing and administrative functions.
In connection with the acquisition of ITV the Company borrowed $500,000 on May
20, 2000 that it lent to ITPL
On November 15, 2001 the Company entered into an Asset Purchase and Sale
Agreement with certain shareholders whereby the shareholders purchased certain
assets and liabilities in consideration for the transfer back of 17,012,666
shares of common stock that had been issued to them by the Company for the
acquisition of ITV, Inc. on July 20, 2000. The Asset Purchase and Sale Agreement
provided that the Company would retain the liability for the $500,000 borrowed
and the interest accrued.
The result of this on November 15, 2001 was to leave the Company as a shell with
no operations and a liability for the $500,000 loan plus interest.
2. BASIS OF PRESENTATION
As explained above in the History of the Company, the Company currently has no
operations. On this basis, the historical financial statements prior to November
15, 2001 represent the financial statements of Interruption Television, Inc. as
a development stage company. Prior acquisitions and divestitures are not
considered except to the extent to account for the activity for stock
acquisition of ITV, Inc. and subsequent divestiture.
All adjustments (consisting only of normal recurring adjustments) have been made
which, in the opinion of management, are necessary for a fair presentation. The
Auditors have not reviewed the financial statements.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is expensing all start up expenses in accordance with AICPA
Statements of Position 98-5.
The Company uses the asset and liability method of accounting for income taxes.
The Company has not recorded the tax benefit of the net operating loss
carry-forward since realization is not certain.
Earnings per share is computed using the weighted average number of common
shares outstanding.
4. RELALTED PARTY TRANSACTIONS
The amounts payable to shareholders $9,568 is non interest bearing and due on
demand.
The officers and directors of the Company are the major shareholders. They have
received no compensation for Company activity and the Company has reflected no
expense in the statement of operations.
The Company has no rented office space but uses the offices of one of the
shareholders at no cost to the Company.
5. LOANS FROM THIRD PARTIES
The convertible note payable in the amount of $500,000 is at 9% interest. Per
the Agreement for Re-Conveyance, Termination and Release of Pledge Property
dated November 15, 2001 the holder agreed to terminate the security interest.
The holder has the right to convert the sum of its note and accrued interest
into shares of the Company at 75% of the closing bid price for the common stock
on the day prior to the date of the notice of conversion and designate one or
more Board of Directors members.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 THE 1995 ACT SHAREHOLDERS AND
PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER
ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY
ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND
OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES
RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY.
ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG
OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE
BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE
DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT
ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE
COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING
STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE
INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS
CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE
REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE IMPACT OF
WHICH MAY CAUSE THE COMPANY TO ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR
OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN
LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING
STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE
REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE
OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
Overview of Company's Business:
As discussed in the notes to financial statements the Company currently has no
activity. Current management is working to establish a new direction.
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PART II- OTHER INFORMATION
ITEM 1- LEGAL PROCEEDINGS- NONE
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 - NONE
ITEM 6- EXHIBITS - NONE
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Interruption Television, Inc.
(Registrant)
Date: May 14, 2002 /s/ Jack A. Thomsen
----------------------------------
Jack A. Thomsen
----------------------------------
Chief Financial Officer
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