FORM 10-QSB
U.S. 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 March 31, 2000.
[ ] 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 2-97360-A
Light Management Group, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 59-2091510
(State or other jurisdiction of (Identification No.)
incorporation or organization)
Suite 301, 3060 Mainway
Burlington, Ontario, Canada L7M 1A3
(Address of principal executive offices)
(905) 319-1111
(Issuer's telephone number)
Check wither 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 []
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes [] No []
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: _____________________________
Transitional Small Business Disclosure Format (check one): Yes [] No [X]
PART I - FINANCIAL INFORMATION
The Company's Board of Directors does not have an independent audit committee.
Item 1. Financial Statements
Light Management Group Inc.
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT................................ 1
BALANCE SHEET............................................. 2-3
STATEMENT OF OPERATIONS..................................... 4
STATEMENT OF STOCKHOLDERS' EQUITY........................... 5
STATEMENT OF CASH FLOWS...................................... 6
NOTES TO FINANCIAL STATEMENTS............................... 7
James E. Slayton, CPA
2858 W EST Market Street
Suite C
FAIRLAWN, Ohio 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors May 16, 2000
Light Management Group Inc. (the Company)
I have reviewed the accompanying consolidated balance sheet of Light
Management Group Inc., as of March 31, 2000, and the related consolidated
statements of income, retained earnings, and cash flows for the period then
ended March 31, 2000, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Light Management Group, Inc.
A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less in
scope that an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
James E. Slayton, CPA
Ohio License ID# 04-1-15582
Light Management Group Inc.
CONSOLIDATED BALANCE SHEET
as at March 31, 2000
ASSETS
Current Asset December 31,
March 31, 2000 1999
Cash 383,367.00
Receivables 1,720,372.00 1,366,038.00
Prepaid Expenses 26,925.00 11,227.00
Other Current Assets 0.00 4,279.00
_______________ _______________
Total Current Assets 2,130,664.00 1,381,544.00
OTHER ASSETS
Property and Equipment (net of depreciation) 581,304.00 656,045.00
Intangible Assets 3,477,785.00
_______________ _______________
Total Other Assets 4,059,089.00 656,045.00
TOTAL ASSETS 6,189,753.00 2,037,589.00
=============== ===============
See accompanying notes to financial statements
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Light Management Group Inc.
CONSOLIDATED BALANCE SHEET
as at March 31, 2000 and December 31, 1999
Unaudited Audited
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable 488,182.00 610,509.00
Accrued Liabilities 103,028.00 30,662.00
------------- ----------------
Total Current Liabilities 591,210.00 641,171.00
Non Current Liabilities
Due to Shareholder 2,330,505.00
Due to Omega 114,542.00 145,093.00
Loans Payable 10,862.00 86,401.00
--------------- ----------------
Total Non Current Liabilities 2,455,909.00 231,494.00
Total Liabilities 3,047,119.00 872,665.00
EQUITY
Common Stock, authorized 100,000,000 common shares;
common shares issued and outstanding at 3/31/00
16,677,424 2,746,151.00 210,328.00
Additional paid in capital 1,462,468.00 1,500,537.00
Retained Earnings (1,065,985.00) (545,941.00)
Total Stockholders' Equity 3,142,634.00 1,164,924.00
--------------- ----------------
TOTAL LIABILITIES & OWNER'S EQUITY 6,189,753.00 2,037,589.00
=============== ================
See accompanying notes to financial statements
- -3-
Light Management Group Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000
March 31, 2000 March 31, 1999
REVENUE
Sales $597,193.00 $0.00
COSTS AND EXPENSES
General and Administrative 469,832.00 0.00
Management Salaries 62,500.00 0.00
Salaries and Wages 62,160.00 0.00
Advertising 33,169.00 0.00
Depreciation Expense 57,134.00 0.00
Interest Expense 7,317.00 0.00
Settlement of Lawsuit 425,362.00
Total Costs and Expenses 1,117,474.00 0.00
Other Income (Expense): 237.00
Net Income or (Loss) ($520,044.00) $0.00
Weighted average number of common
shares outstanding 16,677,424 7,950,000
Net Earnings Per Share
(0.03) 0.00
See accompanying notes to financial statements
- -4-
Light Management Group Inc.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 (unaudited) AND MARCH 31, 1999(unaudited)
March 31, March 31
2000 1999
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from operations (520,044.00) 0.00
Adjustments to reconcile net income to net cash provided
Depreciation Expense 57,134.00 0.00
(Increase) Decrease in current assets (365,753.00) 0.00
Increase (Decrease) in current liabilities (37,409.00) 0.00
Net Cash provided by Operating Activities (866,072.00) 0.00
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of capital assets 5,055.00 0.00
Purchase of intangible assets (3,477,785.00)
Net cash provided by investing activities (3,472,730.00) 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 2,535,823.00 0.00
Increase in Loans Payable 39,003.00 0.00
Decrease in contributed surplus (38,069.00)
Advances from controlling shareholder 2,185,412.00 0.00
Net cash provided by financing activities 4,722,169.00 0.00
Net increase (decrease) in cash 383,367.00 0.00
Cash and cash equivalents, beginning year 0.00 0.00
Cash and cash equivalents, end of period 383,367.00 0.00
See accompanying notes to financial statements
- -5-
Light Management Group Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
Triton Acquisition Corporation (formerly Triton Asset Management, Inc.)
(Company) was originally incorporated on March 4, 1985 under the laws of the
State of Florida as Vyquest International Capital, Inc. The Company was formed
for the purpose of seeking, investigating, and if warranted, acquiring an
interest in or merging with a suitable on-going business entity.
In 1989, the Company changed its corporate name to Triton Asset Management,
Inc. In 1991, concurrent with a pending transaction, the Company changed its
corporate name to Bio-Chem Technology, Inc. This pending transaction did not
consummate and, in 1993, the Company failed to file the required reports and pay
the requisite fees to the State of Florida and its corporate charter was
revoked. In September 1997, the Company reinstated its corporate charter and
changed its corporate name back to Triton Asset Management, Inc.
On December 28, 1998, the Company changed its State of Incorporation from
Florida to Nevada by means of a merger with and into Triton Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation.
Currently, the Company is organized under the laws of the State of Nevada,
as Light Management Group Inc. The Company is authorized to issue 100,000,000
shares of $.0001 par value common stock. The Company has issued and
outstanding 16,677,424 shares of its common stock.
In May of 1999, the Company purchased the outstanding stock of Laser Shows
Systems International, Inc.
The Company formerly reported as a developmental stage company. The
Company is producing significant revenues from its planned principal operations
is not now considered a development stage company.
The Company's transfer agent issued 2,650,000 shares of common in error,
which is being returned to the Company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have been determined except as follows:
1. The Company uses the accrual method of accounting, recording revenues
when invoiced and there is a realistic expectation of receiving payment.
2. Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding. There were no items which would have
diluted earnings per share.
3. The Company has adopted December 31 as its fiscal year end.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
-6-
Light Management Group Inc.
NOTES TO FINANCIAL STATEMENTS
5. The Company has not yet adopted all accounting pronouncements issued.
The effect on the financial statements is deemed insignificant and immaterial
and there were no adjustments made to the financial statements.
6. Organization costs were expensed in 1999 to conform with accounting
policies.
7. The Company records its inventory at cost.
8. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
9. The cost of plant and equipment is recorded at cost and depreciated
over the estimated useful life of the equipment utilizing the straight line
method of depreciation. The amount of depreciation recorded during this period
was $54,345.00.
10. The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents( short-term, highly
liquid investments). The Company's Statement of Cash Flows is reported
utilizing the indirect method of reporting cash flows. There were no cash
equivalents during the reporting period.
11. The Company has adopted FASB 109 for reporting income taxes. The
Company's marginal tax rate is 30% with an effective tax rate for 1999 of 0%.
12. The Company's financial statements are stated in US Dollars. The
balance sheet was translated as at March 31, 2000. The income statement was
translated at an average exchange rate for the quarter ended March 31, 2000.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. Previously, the Company had no source of revenue
and financial reports included an explanatory paragraph regarding going concern.
The Company is now generating revenues through operations which exceed its
expected operating expenses for the next twelve months.
NOTE 4 - RELATED PARTY TRANSACTION
Since July 1997, a total of $178,800 consulting and management fees have
been incurred by the company and the previously operating company known as Laser
Show Systems International Inc. to a company related through a common
shareholder. All of these amounts have been capitalized as they were used in
purchasing equipment. A company with a common director advanced the company
$2,330,505 which is recorded as a long term liability.
-7-
Light Management Group Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - FOREIGN EXCHANGE RISK
The Company purchases its laser projection systems in U.S. dollars and is
therefore subject to foreign exchange fluctuations.
NOTE 6 - LITIGATION
The company and some of its officers are being sued by a shareholder of a
company that formerly had a contractual relationship with LaserShow Systems,
Moscow, who owned patents that have been transferred to LaserShow Systems
(U.K.), with whom the Company has a purchase agreement.
The Company and its officers denied all allegations and vigorously defended the
charges and has resolved the litigation.
NOTE 7 - INTANGIBLE ASSETS
On March 24, 2000, the Company completed the purchase of a 100% interest in
Exclusive Advertising Inc. (Exclusive). Terms of the purchase called for the
issuance of 500,000 shares in the Company at a deemed value of $5.00 per share.
Exclusive is an Ontario incorporated company active in advertising on the GO
transit system of Ontario. It has an exclusive contract to provide such
advertising. The contract has 4 years left and has a renewal clause for a
further five years.
-8-
Item 2. Management's Discussion and Analysis or Results of Operation.
See Notes to Financial Statements in Item 1 of this Part I.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
No material legal proceedings are pending to which Light or any of
its property is subject and to the knowledge of Light, there are no
other proceedings threatened.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
3.1 Articles of Incorporation Incorporated by Reference
3.2 By-law Incorporated by Reference
15 Unaudited Interim Financial Information See Below
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, therunto duly
authorized.
LIGHT MANAGEMENT GROUP, INC.
/s/ Don Iwacha
DON IWACHA, President
Date: May 19, 2000