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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
March 31, 2006 Commission File No. 000-29462
110 MEDIA GROUP, INC.
---------------------
(Exact name of Registrant as specified in its Charter)
Delaware 13-4127624
- --------------------------------------- --------------------------------
(State or jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
100 West Lucerne Circle, Suite 600, Orlando, Florida 32801
- ---------------------------------------------------- --------------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (407) 540-0452
Former name, former address and former fiscal year, if changed since last
- -------------------------------------------------------------------------
report: 31 West main Street, Suite 312 Patchogue, NY 11772
- ------- --------------------------------------------------
Indicate by check mark whether the registrant (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 a 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 [_]
Indicate by check mark whether the registrant is a shell company.
Yes |_| No |X|
The number of shares issued and outstanding of the Registrant's Common Stock,
$.001 par value, as of May 8, 2006 was 13,403,892.
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet F-1
Condensed Consolidated Statements of Operations F-2
Condensed Consolidated Statements of Cash Flows F-3
Notes to the Condensed Consolidated Financial Statements F4-F14
2
110 MEDIA GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
- --------------------------------------------------------------------------------
March 31, 2006
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ASSETS
CURRENT ASSETS
Cash $ 78,805
Prepaid expenses and other current assets 13,464
------------
Total Current Assets 92,269
PROPERTY AND EQUIPMENT, Net 392,996
------------
Other assets 7,040
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TOTAL ASSETS $ 492,304
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Convertible debentures $ 125,000
Accounts payable and accrued expenses 620,035
Notes payable to Global Reach - current portion 24,917
Due to stockholders and affiliates 2,539,128
------------
TOTAL CURRENT LIABILITIES 3,309,080
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred Stock -
$.001 par value; 450,000 shares authorized
Series AA Cumulative Convertible - 438,000 shares issued
and outstanding, with rights to a cumulative 7% dividend
liquidation preferences of $438,000 438,000
Common stock - $0.001 par value; 100,000,000 shares
authorized; 14,269,199 shares issued and outstanding 14,269
Treasury Stock (33,333 shares @$1.05) (35,000)
Unearned compensation (187,500)
Additional paid in capital 9,438,210
Accumulated Deficit (12,484,756)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (2,816,776)
------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 492,304
============
The Accompanying Notes Are An Integral Part Of These Condensed Consolidated
Financial Statements
F-1
110 MEDIA GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
For the Three Months Ended
March 31,
2006 2005
----------------------------
REVENUE $ 80,533 $ 2,002
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COSTS AND EXPENSES
Cost of revenue 173,857 --
Depreciation and amortization 53,379 8,697
Selling and administrative expenses 134,189 136,047
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TOTAL COSTS AND EXPENSES 361,425 144,744
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OPERATING LOSS (280,891) (142,742)
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OTHER EXPENSES
Interest 80,691 79,552
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NET LOSS $ (361,581) $ (222,294)
============ ============
Preferred Dividend Series AA $ 7,665 $ --
------------ ------------
Net loss applicable to common shareholders $ (369,246) $ (222,294)
============ ============
Basic and Diluted Net Loss Per Share $ (0.03) $ (0.03)
============ ============
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 14,269,199 8,473,465
============ ============
The Accompanying Notes Are An Integral Part Of These Condensed Consolidated
Financial Statements
F-2
110 MEDIA GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- --------------------------------------------------------------------------------
For the Three Months Ended
March 31
2006 2005
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(369,246) $(222,294)
Adjustments to reconcile net loss to net
cash used in operating activities:
Deferred preferred dividend 30,660 --
Depreciation and amortization 53,379 8,697
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (3,128) --
Accrued expenses and other current liabilities 92,494 75,128
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TOTAL ADJUSTMENTS 173,405 83,825
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NET CASH USED IN OPERATING
ACTIVITIES (195,841) (138,469)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment -- (18,300)
Purchase of Web 1000 intangible assets (5,759) --
--------- ---------
NET CASH USED IN
INVESTING ACTIVITIES (5,759) (18,300)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans from shareholder 60,000 260,000
Proceeds from sale of common stock 106,000 --
Repayment of principal on debt (27,358) --
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NET CASH PROVIDED BY
FINANCING ACTIVITIES $ 138,642 $ 260,000
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NET (DECREASE) INCREASE IN CASH $ (62,959) $ 103,231
CASH - Beginning 141,764 1,176
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CASH - Ending $ 78,805 $ 104,407
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the years
for:
Taxes $ 311 $ --
The Accompanying Notes Are An Integral Part Of These Condensed Consolidated
Financial Statements
F-3
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1 - Basis of Presentation, Going Concern and Managements Plans
The accompanying condensed consolidated financial statements of 110 Media Group,
Inc., which include the results of 110 Media Group, Inc. and its wholly owned
subsidiary Global Portals Online, Inc. a Florida corporation, have been prepared
in accordance with (i) accounting principles generally accepted in the United
States of America ("GAAP") for interim financial information and (ii) the rules
of the Securities and Exchange Commission (the "SEC") for quarterly reports on
Form 10-QSB. All significant intercompany balances and transactions have been
eliminated in consolidation. These condensed consolidated financial statements
do not include all of the information and footnote disclosures required by GAAP
for complete financial statements. These statements should be read in
conjunction with 110 Media's audited consolidated financial statements and notes
thereto for the year ended December 31, 2005, included in its amendment to its
Form 10-KSB filed with the SEC on May 12, 2006. In the opinion of management,
the accompanying unaudited condensed consolidated financial statements include
all adjustments, primarily consisting of normal recurring adjustments, necessary
for the fair presentation of the balance sheet and results of operations for the
interim periods. The results of operations for the three months ended March 31,
2006 are not necessarily indicative of the results of operations to be expected
for the full year ending December 31, 2006.
The accompanying condensed consolidated financial statements have been prepared
using 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. As reported in the consolidated financial
statements, the Company has incurred losses of approximately $12,484,756 from
inception of the Company through March 31, 2006, has negative cash flows from
operations, and is in default on certain convertible notes payable. The
Company's stockholders' deficiency at March 31, 2006 was $2,816,777 and its
current liabilities exceeded its current assets by $3,209,773.These factors
combined, raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans to address and alleviate these concerns are as
follows:
The Company's management continues to develop a strategy of exploring all
options available to it so that it can develop successful operations and have
sufficient funds to be able to operate over the next twelve months. As a part of
this plan, management is currently in negotiations with their target industries'
key players to develop additional business opportunities. In addition,
management is exploring options in order to raise additional operating capital
through debt and/or equity financing. No assurance can be given that funds will
be available, or, if available, that it will be on terms deemed satisfactory to
management.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of these
uncertainties.
F-4
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 2 - Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management who are
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements. The following policies are considered to be significant:
a. Accounting Method
The Company recognizes income and expenses based on the accrual method of
accounting. Accordingly, revenues are recognized when earned and expenses are
recognized when incurred. The Company has elected a December 31 year-end.
b. Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid investments
with original maturities of less than three months.
c. Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported 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.
d. Revenue Recognition Policy
Revenue recognized through March 31, 2006 represents revenue from its redirect
traffic and other media entertainment. The Company receives a fee for revenue
generated under the sale of other media
F-5
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 3 - Summary of Significant Accounting Policies, continued entertainment
that is recognized upon shipment of the merchandise. Sales generated from list
services are recognized upon completion of services. Revenues generated from
Web1000.com site consists of monthly fees paid to the Company for redirect
traffic.
e. Allowance for Doubtful Accounts
Accounts receivable are recorded net of the allowance for doubtful accounts. The
Company generally offers 30-day credit terms on sales to its customers and
requires no collateral. The Company maintains an allowance for doubtful accounts
which is determined based on a number of factors, including each customer's
financial condition, general economic trends and management judgment. As of
March 31, 2006, the allowance for doubtful accounts was $-0-. Bad debt expense
was $-0- for the years ended March 31, 2006 and 2005.
f. Basic Net Loss per Share of Common Stock
In accordance with Financial Accounting Standards No. 128, "Earnings per Share,"
basic net loss per common share is based on the weighted average number of
common shares and common share equivalents outstanding during the periods
presented. Diluted earnings per share is computed using weighted average number
of common shares plus dilutive common share equivalents outstanding during the
period.
March 31,
2006 2005
----------------- -----------------
Net loss (numerator) $ (369,247) $ (222,294)
Weighted average shares outstanding (denominator) 14,269,199 8,473,465
----------------- -----------------
Net loss per share amount $ (0.03) $ (0.03)
================= =================
Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented consist of the
following:
No. of Shares
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Convertible debentures (assumed conversion at $.15) 61,905
Warrants to purchase common stock - finders 1,750
Warrants to purchase common stock - debentures 33,542
Warrants issued to consultant 16,667
Series AA 7% Convertible Preferred Stock (and
Cumulative dividends (assumed conversion at $.15) 146,852
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Total as of December 31, 2005 260,716
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F-6
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2 - Summary of Significant Accounting Policies, continued
g. Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" which is effective for financial statements issued
for fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The adoption of SFAS No. 148 did not have a material effect on the financial
statements of the Company.
In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
which is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. This statement
amends and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging activities
under SFAS 133. The adoption of SFAS No. 149 did not have a material effect on
the financial statements of the Company.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 led to mezzanine presentation of the Series
AA preferred stock in the financial statements of the Company.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest
F-7
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2 - Summary of Significant Accounting Policies, continued entities in which
an enterprise holds a variable interest that it acquired before February 1,
2003. The adoption of FIN 46 did not have a material effect on the financial
statements of the Company.
h. Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards Board (SFAS) No. 109, "Accounting for Income Taxes." Under
this method, deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. In accordance with the provisions of SFAS No. 109, a valuation
allowance would be established to reduce deferred tax assets if it were more
likely than not that all or some portion of such deferred tax assets would not
be realized. A full allowance against deferred tax assets was provided as of
March 31, 2006.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to its future use by the Company.
i. Advertising Costs
Advertising costs are expensed as incurred. For the years ended March 31, 2006
and 2005 advertising expenses were $13,998 and $10,002, respectively.
j. Principles of Consolidation
The consolidated financial statements include the accounts of 110 Media Group,
Inc. and its wholly-owned subsidiary Global Portals Online, Inc. from the date
of the merger and the operations of Jade Entertainment Group, Inc. from January
1, 2005 through the date of its disposition. All significant intercompany
accounts and transactions have been eliminated in the consolidation.
F-8
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 3 - Stock-Based Compensation
- ---------------------------------
The Company follows SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 123 establishes accounting and reporting standards for stock-based
employee compensation plans. This statement allows companies to choose between
the fair value-based method of accounting as defined in this statement and the
intrinsic value-based method of accounting as prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees."
The Company has elected to continue to follow the accounting guidance provided
by APB 25, as permitted for stock-based compensation relative to the Company's
employees. Stock and options granted to other parties in connection with
providing goods and services to the Company are accounted for under the fair
value method as prescribed by SFAS 123.
In December 2002, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS Statement No. 123". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, SFAS No.148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 also requires that
those effects be disclosed more prominently by specifying the form, content, and
location of those disclosures. The Company adopted the increased disclosure
requirements of SFAS No. 148 during the year ended December 31, 2003.
F-9
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets. When assets are disposed of, the cost and
accumulated depreciation (net book value of the assets) are eliminated and any
resultant gain or loss reflected accordingly. Betterments and improvements are
capitalized over their estimated useful lives whereas repairs and maintenance
expenditures on the assets are charged to expense as incurred.
Property and equipment consists of the following at March 31, 2006:
Computer equipment $317,754
Office equipment 2,611
Websites 431,000
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Total 751,365
Less: accumulated depreciation (358,369)
-------
Property and Equipment, Net 392,996
=======
Depreciation and amortization expense for the period ended March 31, 2006 and
2005 was $53,379 and $8,697, respectively.
F-10
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 5 - Convertible Debentures
Convertible debentures at March 31, 2006 consist of the following:
a. Convertible debenture, due on demand, bearing interest at 8% per annum.
The debenture contains a provision for conversion at the holder's option
including accrued interest, into the Company's common stock at a
conversion price equal to 70% of the average closing bid price per share
of common stock for the five-day period prior to such conversion. The
related beneficial conversion feature has been fully charged to interest
expense by Dominix in prior years. $ 100,000
b. Convertible debenture, due on demand, bearing interest at 13% per
annum. The debentures contain a provision for conversion, at the holder's
option including accrued interest, into the Company's common stock at a
conversion price equal to 70% of the average closing bid price per share
of common stock for the five-day period prior to such conversion. The
related beneficial conversion feature has been fully charged to interest
expense in prior years. 25,000
c. On July 1, 2005 a convertible promissory note holder, Michael Gunther,
assigned his $5,000 convertible promissory note from 110 Media Group, Inc.
to Vanguard Capital LLC and Blue Ridge Services. Blue Ridge Services in
turn assigned its portion of the note to Spidey Consultants. On August 9,
2005, Vanguard Capital LLC and Spidey Consultants converted the note, plus
accrued interest of approximately $2,505 into an aggregate of 60,000
post-split shares of the Company's common stock. -0-
-----------
Total convertible debentures 125,000
Less: current portion 125,000
Long-Term Debt, Net of Current Portion -0-
-----------
$ --
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F-11
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 6 - Notes Payable to Stockholders
As of March 31, 2006, a stockholder, Steven Horowitz, advanced the Company
$1,206,016 for working capital purposes. The Company agreed to pay interest at
8% per annum and the notes are all due July 31, 2005. Mr. Horowitz extended the
notes 270 days.
On December 5, 2004, the Company acquired certain intangible assets, primarily
URL's from Global Reach, Inc. including a website known as Web1000.com along
with certain other intangible assets related to that website. The Company signed
a note for $100,000 at 6% per annum, payable over 12 months beginning January 1,
2005. In March 2005 Global extended payments until June 2006. At March 31, 2006
the company had an outstanding principal balance of $24,917.
As of March 31, 2006 William Mobley, Chairman of the Board and Andre Ford,
President advanced the Company $744,006 and $263,503, respectively. Interest at
6% per annum and due in full January 2007.
As of March 31, 2006 two stockholders advanced the Company $37,000 and $8,750,
respectively. Interest at 6% per annum and due in full January 2007 and on
demand, respectively.
As of March 31, 2006 related company advanced the Company $279,853. Interest at
6% per annum and due in full January 2007.
Accrued interest as of March 31, 2006 on these notes amounted to $478,670 and is
included in accounts payable and accrued expenses. (see Note 7)
NOTE 7 - Accounts Payable and Accrued Expenses Accounts payable and accrued
expenses at March 31, 2006 consist of the following:
Interest $478,670
Deferred Preferred Dividends 40,880
Professional fees 28,500
Accrued Compensation 10,662
Other 61,324
--------
$620,036
========
F-12
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 8 - Stockholders' Deficiency
Series AA Preferred Stock
-------------------------
On December 2 and December 3, 2004, the Company entered into two Series AA Stock
Purchase Agreements (the "Agreements") with Bruges Realty Corp Charitable
Remainder Trust (the "Investor") relating to the private placement of an
aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004,
each pursuant to the Agreements, the form of which is an exhibit to this report.
The purchase price of the Series AA shares was $1.00 per share, yielding
proceeds of $438,000, before legal expenses of $7,500.
The Agreements, in addition to the kinds of representations and warranties
typical of this type of private placement, have provisions which require the
Company to register shares of its common stock issuable upon the conversion of
the Series AA Shares upon the demand of the holders of 51% of the outstanding
Series AA Shares given no earlier than June 2, 2005.
The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends, when declared
may be paid in shares of common stock of the Company at the holders option, or
at the Company's option if the shares to be issued may be resold pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Act") or can be immediately resold in reliance upon and exemption from
registration. The Series AA Shares are convertible at the holder's option into
that number of shares as are determined by dividing the liquidation preference,
including any unpaid cumulative dividends, by $0.20 (as adjusted pursuant to
anti-dilution provisions contained in the designation creating the series). The
shares may be redeemed at the Company's option for 125% of the liquidation
preference (including accrued and unpaid dividends) and must be redeemed by the
Company upon demand if the shares of Common Stock which may be issued on
conversion are not registered for sale under the Act one year after the holders
have requested registration.
F-13
110 MEDIA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Employment Agreements
---------------------
On December 22, 2005 the Company entered into an employment agreement with
William Mobley. The term of the agreement is for five (5) years commencing on
December 22, 2005. Mr. Mobley will serve as the Company's Chairman of the Board.
During the term of the agreement, the Company shall pay Mr. Mobley an annual
salary of $120,000 with adjustments governed by the Consumer Price Index. Mr.
Mobley shall also be entitled to a performance bonus to be determined by the
Board of Directors.
On December 22, 2005 the Company entered into an employment agreement with Andre
Forde. The term of the agreement is for five (5) years commencing on December
22, 2005. Mr. Ford will serve as the Company's President. During the term of the
agreement, the Company shall pay Mr. Forde an annual salary of $120,000 with
adjustments governed by the Consumer Price Index. Mr. Mobley shall also be
entitled to a performance bonus to be determined by the Board of Directors.
Consulting Agreements
On January 2, 2006 the Company entered into a consulting agreement with Cioffi
Business Management Services "CBMS". The consulting agreement is for an initial
term of six (6) months. The Company has agreed to compensate CBMS $30,000 as
well as issue the consultant 30,000 shares of its common stock for the initial
six (6) month term. During the term of the consulting agreement, the principal
shareholder of the consultant, Mr. Darren J. Cioffi, will act as the Company's
Chief Financial Officer.
NOTE 9 - CHANGE IN CAPITAL STRUCTURE
The 2005 comparative balances in these condensed consolidated financial
statements have been recast to appropriately present the change in capital
structure to present the history of Global which is the acquirer for accounting
purposes due to the reverse acquisition.
F-14
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
On December 22, 2005, the Company reorganized by entering into a stock purchase
agreement with Global Portals Online, Inc. ("Global") whereby the Company issued
11,442,446 shares of its common stock in exchange for all of the outstanding
common stock of Global. Immediately prior to executing the stock purchase
agreement the Company had 1,961,399 shares of common stock and 438,000 shares of
Series AA preferred stock issued and outstanding. The reorganization was
accounted for as a recapitalization of Global because the shareholders of Global
controlled the Company immediately after the acquisition. Therefore, Global is
treated as the acquiring entity. Accordingly there was no adjustment to the
carrying value of the assets or liabilities of Global. The Company is the
acquiring entity for legal purposes and Global is the surviving entity for
accounting purposes.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our condensed consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosures. A summary of
those accounting policies can be found in the footnotes to the consolidated
financial statements included elsewhere in this report. Certain of our
accounting policies are considered critical as they are both important to the
portrayal of our financial condition and results of operations and require
judgments on the part of management about matters that are uncertain. We have
identified the following accounting policies that are important to the
presentation of our financial condition and results of operations.
REVENUE RECOGNITION
Revenue recognized through March 31, 2006 represents revenue from its redirect
traffic and other media entertainment. The Company receives a fee for revenue
generated under the sale of other media entertainment that is recognized upon
shipment of the merchandise. Sales generated from list services are recognized
upon completion of services. Revenues generated from Web1000.com site consists
of monthly fees paid to the Company for redirect traffic.
3
RESULTS OF OPERATIONS -
COMPARISON OF PERIOD ENDED MARCH 31, 2006 AND 2005
Net revenues increased from $2,002 for the period ended March 31, 2005 to
$80,533 for the period ended March 31, 2006. The improvement in revenues was a
result of the acquisition of Web1000 properties December 22,2005 and increased
traffic to our existing and newly created websites.
Depreciation and amortization increased from $8,697 for the period ended March
31, 2005 to $53,379 for the period ended March 31, 2006. The increase is due to
the acquisition of assets subsequent to March 31, 2005 now being depreciated.
Selling, general and administrative expenses decreased from $136,047 for the
period ended March 31, 2005, to $134,189 for the period ended March 31, 2006.
The decrease is due to the restructuring in accordance with our business plan.
Interest expense increased from $79,552 for the period ended March 31, 2005, to
$80,691for the period ended March 31, 2006.The increase is due additional loans
received during 2005.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2006, our cash totaled $78,805.
Net cash used in operating activities was $195,841 for the period ended March
31, 2006 compared to $138,469 for the period ended March 31, 2005. The increase
in cash used relates to the company restructuring in December 2005.
Net cash used by Investing activities was $5,759 for the three months ended
March 31, 2006 compared to net cash used in investing activities of $ 18,300 for
the same period last year. The decrease in cash flows from Investing Activities
was due to the recapitalization of Global Portals.
4
Net cash provided from financing activities was $138,642 for the three months
ended March 31, 2006 as compared to net cash provided in financing activities of
$260,000 for the three months ended March 31, 2005. The $138,642 represents
loans made to the Company by related parties, repayment of loan principal and
the sale of common stock of $106,000.
In view of our accumulated deficit and recurring losses there is substantial
doubt about our ability to continue as a going concern. In this regard
management is adopting a plan for the development of our website product lines
as well as seeking additional capital through the private sale of our debt or
equity securities. There is no assurance that we will complete any financing or
that we will achieve profitable operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
We expect to fund development expenditures and incur losses until we are able to
generate sufficient income and cash flows to meet such expenditures and other
requirements. We do not currently have adequate cash reserves to continue to
cover such anticipated expenditures and cash requirements. These factors, among
others, raise substantial doubt about our ability to continue as a going
concern.
On December 2 and December 3, 2004, the Company entered into two Series AA Stock
Purchase Agreements (the "Agreements") with Bruges Realty Corp Charitable
Remainder Trust (the "Investor") relating to the private placement of an
aggregate of 438,000 shares of newly authorized Series AA Preferred Stock
("Series AA Shares"). The Investor purchased 200,000 Series AA Shares on
December 2, 2004 and an additional 238,000 Series AA Shares on December 3, 2004.
The purchase price of the Series AA shares was $1.00 per share, yielding proceed
of $438,000, before legal expenses of $7,500.
The Series AA Shares have a liquidation preference of $1.00 per share and the
right to receive cumulative dividends of 7% per year. Dividends are payable
quarterly commencing March 31, 2005 and may be paid in shares of common stock of
the Company at the holders option, or at the Company's option if the shares to
be issued may be resold pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") or can be immediately resold
in reliance upon and exemption from registration. The Series AA Shares are
convertible at the holder's option into that number of shares as are determined
by dividing the liquidation preference, including any unpaid cumulative
dividends, by $0.20 (as adjusted pursuant to anti-dilution provisions contained
in the designation creating the series). The shares may be redeemed at the
Company's option for 125% of the liquidation preference (including accrued and
unpaid dividends) and must be redeemed by the Company upon demand if the shares
of Common Stock which may be issued on conversion are not registered for sale
under the Act one year after the holders have requested registration. There was
no beneficial conversion feature related to this series of Preferred Stock.
The holders of the Series AA Preferred Stock were granted demand registration
rights which are exercisable no earlier than six months from the purchase date.
The demand registration rights require the Company to file a registration
statement no later than 60 days after receiving the demand registration notice
and also require the registration statement to be declared effective by the SEC
within 90 days from the filing date. For each month that the registration
5
statement is filed late or declared effective late, liquidating damages are
payable to the holders equal to 1 1/2% of the purchase price of the shares up to
a maximum amount of 25%. As long as any Series AA Preferred Stock is
outstanding, the Company must obtain the approval of a majority of the
outstanding shares of the Series AA Preferred Stock to amend its certificate of
incorporation or by-laws or authorize a new class of capital stock which is on
parity with or has priority over the Series AA Preferred Stock.
The holders of the Series AA Preferred Stock have the right to demand that the
Company redeem their shares of Series AA Preferred Stock in the event that a
registration statement, which includes the conversion of the Series AA Preferred
Stock, has not been declared effected by the SEC within one year from the date
that a demand registration notice is given to the Company covering at least 51%
of the Series AA Preferred Stock. After receiving notice of redemption from the
holders of the Series AA Preferred Stock, the Company may not make any capital
expenditures in excess of the amount approved by the Company's board of
directors or acquire any entity or assets of any business for a purchase price
in excess of $200,000. If the Company does not have sufficient funds to redeem
all the outstanding shares, then at the Board of Directors determination, the
redemption will be made over time as funds become available.
Based on the above described contingent mandatory redemption obligation, the
liquidation preference of the Series AA Preferred Stock has been classified as
mezzanine equity.
Lease Obligations
The Company leases 1,851 sq ft of office space at 100 Lucerne Circle, Orlando
Florida. The original agreement was dated February 10, 2004 and expired on
February 9, 2006. The Company extended the lease on March 1, 2006 for an
additional 24 months.
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to income tax and marketing related agreements with our affiliates. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
6
FORWARD-LOOKING STATEMENTS
The discussion in this report contains forward-looking statements that involve
risks and uncertainties. The statements contained in this Report that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding our
expectations, beliefs, intentions or strategies regarding the future. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Our actual results could differ materially from
those described in our forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, our unproven
business model and a limited operating history in a new and rapidly evolving
industry; our ability to implement our business plan; and our ability to manage
our growth, retain and grow our customer base and expand our service offerings,
as well as risk factors set forth in our annual report on form 10-ksb for the
year ended December 31, 2005, as amended.
We make forward-looking statements in the "Management's Discussion and Analysis
of Financial Condition and, Results of Operations" above. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations, intentions and assumptions and other statements that
are not historical facts. We generally intend the, words "expect", "anticipate",
"intend", "plan", "believe", "seek", "estimate" and similar expressions to
identify forward-looking statements.
This report contains certain estimates and plans related to us and the industry
in which we operate, which assumes certain events, trends and activities will
occur and the projected information based on those assumptions. We do not know
that all of our assumptions are accurate. In particular, we do not know what
level of growth will exist in our industry, if any, or markets in which we have
devoted resources and in which we shall seek to expand. If our assumptions are
wrong about any events, trends and activities, then our estimates for future
growth for our business may also be wrong. There can be no assurances that any
of our estimates as to our business growth will be achieved.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued Interpretation No. 46 (revised),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,"
("FIN 46R"). FIN 46R addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). Fin 46R replaces FIN46 that was issued in January 2003. All public
companies were required to fully implement FIN 46R no later than the end of the
first reporting period ending after March 15, 2004. The adoption of FIN 46R had
no impact on 110 Media's financial condition or results of operations.
7
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision
of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends FASB Statement No. 95, Statement of Cash Flows. The approach to
accounting for share-based payments in Statement 123(R) is similar to the
approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values and no
longer allows pro forma disclosure as an alternative to financial statement
recognition. The Company will be required to adopt Statement 123(R) at the
beginning of its quarter ending March 31, 2006. The Company has not determined
what financial statement impact Statement 123(R) will have on the Company.
COMMITMENTS
Our commitments that are required to be disclosed in tabular form as of December
31, 2005 including a subsequent employment and consulting agreements entered
into through March 31, 2006, are as follows;
2006 2007 2008 2009 2010
-------- -------- -------- -------- --------
Convertible Debentures (in default) $125,000 -- -- -- --
Notes payable - Global $ 52,275 -- -- -- --
Due to Stockholders $281,576 -- -- -- --
Redeemable preferred $471,215 -- -- -- --
Operating leases $ 44,436 44,436 7,406 -- --
Employment agreements $240,000 240,000 240,000 240,000 240,000
Consulting agreements $ 60,000 -- -- -- --
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements.
Item 3: Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in the reports filed under the
Securities Exchange Act, is recorded, processed, summarized and reported within
the time periods specified by the SEC's rules and forms. Disclosure controls are
also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Based upon their evaluation as of the end of the period covered by this report,
our chief executive officer and chief financial officer concluded that, our
disclosure controls and procedures are effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.
We filed an amendment to our annual report on Form 10-KSB for the year ended
December 31, 2005 on May 12, 2006 to restate our previously issued financial
statements for the year as of December 31, 2005 and for the years ended December
31, 2004 and 2005. Our 2005 annual report, as filed April 19, 2006, contained
the audit report of Bouwhuis, Morrill & Company, LLC, on our consolidated
balance sheet as of December 31, 2005 and the related consolidated statements of
operations, stockholders' deficit and cash flows for the year ended December 31,
2005. Since we acquired Global Portals on December 22, 2005 by issuing
11,442,446 shares of our common stock which constituted 85% of our outstanding
common stock immediately after issuance, the acquisition was treated as a
recapitalization of Global and Global was treated as the acquiring entity. Upon
further analysis and research concerning the application of SFAS 141, it was
determined that a clearer and more consistent presentation required the
restatement of financials statements for the year ended December 31, 2004 on the
same basis as the financial statements for the year ended December 31, 2005.
We have not completed our assessment of how the errors detected reflect on the
adequacy of our internal controls over financial reporting or our disclosure
controls in general. Our initial assessment is that the factors which resulted
in the restatement were caused by a lack of consistent authoritative guidance
and not a failure to detect and assess the issues and collect relevant data.
Despite the initial assessment, we may, after additional review, determine that,
individually or in the aggregate, the errors causing the restatement require us
to report one or more material weaknesses in our internal controls over
financial reporting. We continue to assess these matters and any reflection they
may have on the adequacy of our internal controls.
In addition to the matters discussed above, the independent registered public
accounting firm responsible for the audit of 110 Media Group, Inc.'s financial
statements as of and for the year ending December 31, 2007 must attest to and
issue a report on management's assessment of the design and operational
effectiveness of our internal control over financial reporting. Although we
intend to conduct a rigorous review of our internal control over financial
reporting to help achieve compliance with the Section 404 requirements of the
Sarbanes-Oxley Act, if our independent registered public accounting firm is not
satisfied with our internal control over financial reporting or with the level
at which it is documented, designed, operated or reviewed, they may decline to
attest to management's assessment or may issue a qualified report identifying
either a significant deficiency or a material weakness in our internal controls.
This could result in significant additional expenditures responding to the
Section 404 internal control audit, a diversion of management attention and
potentially an adverse reaction to our common stock in the financial markets.
8
Limitations of Disclosure Controls and Procedures
Our management, including our chief executive officer and chief financial
officer does not expect that our disclosure controls or internal control over
financial reporting will prevent all errors or all instances of fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
9
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None.
Item 2: Changes in Securities
(a) None
(b) None
(c) None
(d) Not Applicable.
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
(a) The following exhibits are filed as part of this report:
31.1 Certification of Chief Executive Officer of Periodic Report
pursuant to Rule 13a-14a and Rule 15d-14(a).
31.2 Certification of Chief Financial Officer of Periodic Report
pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1 Certification of Chief Executive Officer of pursuant to 18
U.S.C. - Section 1350.
32.2 Certification of Chief Financial Officer of pursuant to 18
U.S.C. - Section 1350.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: May 15, 2006 110 MEDIA GROUP, INC.
By: /s/ William Mobley
----------------------------------------
William Mobley, Chief Executive Officer
By: /s/ Darren Cioffi
----------------------------------------
Darren Cioffi, Chief Financial Officer