NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------------------
For quarter ended September 30, 2003
Commission File Number 0-29195
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
Colorado (7310) 84-1463284
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
200 9th Avenue North, Suite 210
Safety Harbor, Florida 34695
(727) 797-6664
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(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
John D. Thatch, President
New Millennium Media International, Inc.
200 9th Avenue North, Suite 210
Safety Harbor, Florida 34695
(Name, Address and Telephone Number of Agent for Service)
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 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 [ ]
As of September 30, 2003 there were 11,164,728 shares of the Company's common
stock issued and outstanding.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
INDEX
Page
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Part I Financial Information.................................................3
Item 1 Financial Statements ........................................3
Condensed Balance Sheet......................................3
Condensed Statement of Operations............................4
Condensed Statement of Cash Flows............................5
Notes to the Condensed Financial Statements..................6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations...............10
Overview....................................................10
Critical Accounting Policies................................11
Liquidity and Capital Resources.............................11
Material Changes in Financial Condition.....................11
Results of Operations.......................................11
Operating Expense...........................................12
Loss From Operations........................................13
Net Loss....................................................13
Trends and Events...........................................14
Item 3 Quantitative and Qualitative Disclosures
About Market Risk...........................................14
Part II Other Information....................................................14
Item 1 Legal Proceedings...........................................14
Item 2 Changes in Securities and Use of Proceeds...................15
Common Stock Transferred....................................15
Use of Proceeds.............................................15
Item 3 Defaults Upon Senior Securities.............................15
Item 4 Submission of Matters to a Vote of Security Holders.........15
Item 5 Other Information...........................................15
Item 6 Exhibits and Reports on Form 8-K............................16
Signatures....................................................................16
Exhibit Index.................................................................17
Certifications................................................................18
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
BALANCE SHEETS
ASSETS
------
September 30, 2003
(Unaudited) December 31, 2002
-------------- --------------
CURRENT ASSETS
Cash $ 65,196 $ 16,335
Accounts receivable, net 30,526 1,006
Other receivables, net -- 2,891
-------------- --------------
TOTAL CURRENT ASSETS 95,722 20,232
-------------- --------------
PROPERTY AND EQUIPMENT, NET 934,476 1,065,870
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OTHER ASSETS
Deferred royalty expense -- 75,000
Deposits 21,276 21,276
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TOTAL OTHER ASSETS 21,276 96,276
-------------- --------------
TOTAL ASSETS $ 1,051,474 $ 1,182,378
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES
Notes and loans payable 551,259 1,297,940
Notes payable, related party -- 303,657
Accounts payable 397,420 449,865
Royalties payable 156,875 83,924
Preferred stock dividends payable 115,303 --
Accrued expenses 350,385 330,707
Accrued compensation 252,609 154,250
Customer deposits -- 28,500
Deferred revenues 62,676 41,609
Deferred gain on sale of future revenues 150,000 150,000
Accrued commitment penalty 100,000 200,000
-------------- --------------
TOTAL CURRENT LIABILITIES 2,136,527 3,040,452
-------------- --------------
PREFERRED STOCK REDEEMABLE --
STOCKHOLDERS' DEFICIENCY
Preferred stock, par value $0.001; 10,000,000
shares authorized Convertible Series A,
Preferred stock, 5,000,000 shares authorized,
2,095,671 and 12,173 shares issued and
outstanding, respectively, September 30,
2003 and December 31, 2002 2,096 12
Common stock, par value $0.001; 15,000,000
shares authorized, 11,163,728 and 10,253,508
shares issued and outstanding, respectively,
September 30, 2003 and December 31, 2002 11,164 10,254
Common stock issuable, at par value. (1,000 shares) 1 1
Preferred stock issuable, at par value -- --
Additional paid in capital 7,510,413 5,101,664
Accumulated deficit (8,550,722) (6,915,826)
-------------- --------------
(1,027,048) (1,803,895)
Less deferred consulting expense (31,263) (44,104)
Less deferred compensation expense (11,667) --
Less subscriptions receivable (15,075) (10,075)
-------------- --------------
TOTAL STOCKHOLDERS' DEFICIENCY (1,085,053) (1,858,074)
-------------- --------------
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' DEFICIENCY $ 1,051,474 $ 1,182,378
============== ==============
See accompanying notes to financial statements.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE FOR THE
FOR THE FOR THE NINE MONTHS NINE MONTHS
QUARTER ENDED QUARTER ENDED ENDED ENDED
SEPT 30, 2003 SEPT 30, 2002 SEPT 30, 2003 SEPT 30, 2002
------------ ------------ ------------ ------------
REVENUES $ 72,275 $ 73,100 $ 275,452 $ 532,347
COST OF REVENUES 88 -- 75,909 --
------------ ------------ ------------ ------------
GROSS PROFIT 72,187 73,100 199,543 532,347
OPERATING EXPENSES
Compensation 212,477 -- 637,563 --
Bad debt 12,913 -- 99,945 --
Consulting fees 19,887 -- 143,576 --
Depreciation 43,798 43,729 131,394 130,726
General and administrative 63,698 512,049 243,759 1,434,842
Professional fees 144,630 -- 250,534 --
Rent expense 21,239 -- 91,241 --
Commitment Penalty Expense - Swartz 100,000 -- 200,000 --
Royalties 25,000 -- 137,827 --
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 643,642 555,778 1,935,839 1,565,568
------------ ------------ ------------ ------------
Loss from Operations (571,455) (482,678) (1,736,296) (1,033,221)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Other income 16,650 -- 44,672 --
Settlement gain (loss), net (25,553) 7,989 286,942 7,989
Interest expense (34,507) (28,823) (107,377) (92,942)
------------ ------------ ------------ ------------
TOTAL OTHER EXPENSES, NET (43,410) (20,834) 224,237 (84,953)
------------ ------------ ------------ ------------
Loss before cumulative effect of change in accounting principle (614,865) (503,512) (1,512,059) (1,118,174)
Cumulative effect of change in accounting principle -- -- (565,095)
------------ ------------ ------------ ------------
NET LOSS $ (614,865) $ (503,512) $ (1,512,059) $ (1,683,269)
Preferred Stock Dividends (46,405) -- (122,837) --
============ ============ ============ ============
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (661,270) $ (503,512) $ (1,634,896) $ (1,683,269)
Basic and Diluted Loss Per Common Share:
Loss before cumulative effect of change in accounting principle (0.06) (0.049) (0.15) (0.116)
Cumulative effect of change in accounting principle -- -- (0.059)
------------ ------------ ------------ ------------
Net Loss Per Common share-Basic and Diluted (0.06) (0.049) (0.15) (0.175)
============ ============ ============ ============
Weighted average common shares outstanding 10,907,911 10,178,027 10,715,715 9,616,527
============ ============ ============ ============
See accompanying notes to financial statements.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
Statements of Cash Flows
(Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,512,059) $ (1,683,269)
Adjustments to reconcile net loss to net cash
used in operating activities: -- --
Cumulative effect of change in accounting principle -- 565,095
Gain (Loss) on conversion of debt to equity -- 7,989
Stock and options for services 230,567 358,299
Stock based settlement gain (loss), net 16,435 --
Expense of option grants to noteholders 53,125 --
Fair value of options issued -- --
Fair value of warrants issued -- --
Gain on forgiveness of accrued penalties (300,000) --
Bad Debt 99,945 --
Depreciation 131,394 130,726
Other non-cash income (354) --
(INCREASE) DECREASE IN ASSETS: -- --
Accounts receivable (129,465) 8,200
Other receivables 2,891 --
Deferred royalty expense 75,000 --
Deferred compensation expense 1,174 --
Intangible assets -- 5,000
Other assets -- (57,216)
INCREASE (DECREASE) IN LIABILITIES: -- --
Loans payable - accrued interest 9,407 --
Notes payable - related party - accrued interest (3,922) --
Accounts payable and accrued expenses 36,898 (101,910)
Royalties payable 72,951 --
Accrued expenses 19,678 --
Accrued compensation 138,834 --
Preferred stock dividends payable -- --
Customer deposits (28,500) --
Deferred revenues 21,067 --
Accrued commitment penalty 200,000 --
(Increase) decrease in prepaid expenses -- 25,500
Increase (decrease) in related party payables -- 245,512
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (864,934) (496,074)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment -- (7,940)
------------ ------------
NET USED IN INVESTING ACTIVITIES -- (7,940)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid (7,534) --
Proceeds from notes and loans payable 101,329 341,198
Proceeds from notes payable - related party -- 5,000
Equity proceeds 820,000 --
Proceeds from common stock transactions -- 140,000
Proceeds from exercise of common stock options -- 1,300
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 913,795 487,498
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
Net Increase (Decrease) in cash $ 48,861 $ (16,516)
Cash beginning of year 16,335 47,239
------------ ------------
CASH END OF YEAR $ 65,196 $ 30,723
============ ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Convertible notes and accrued compensation converted
to 1,021,655 preferred shares $ 1,021,655 --
Notes converted to 27,500 preferred shares $ 27,500 --
Accrued expenses settled for 338,880 preferred shares $ 49,000 --
Accounts payable settled for 89,343 preferred shares $ 89,343 --
NOTE 1 BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
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The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position and results of operations and should be read in conjunction
with the Company's Annual Report Form 10-KSB for the year ended December 31,
2002.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
Certain amounts in the 2002 financial statements have been reclassified to
conform with the 2003 presentation.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. . The adoption of this pronouncement does not have a material effect on
the earnings or financial position of the Company.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities.: FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the financial statements of the entity. FIN 46 requires that its
provisions are effective immediately for all arrangements entered into after
January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that will have a
significant impact on its balance sheet and results of operations.
NOTE 2 NOTES PAYABLE, CONVERSION AND REDEEMABLE PREFERRED STOCK
---------------------------------------------------------------
The company borrowed $65,000 from 3 individuals during the 1st quarter 2003
of which $50,000 was converted to stock in January 2003. (See Note 3)
In January 2003 certain note holders converted their $1,021,655 of loans to
Series A convertible preferred stock. For financial accounting purposes, the
preferred shares were valued at $1.00 per share based on the common stock quoted
trading price of $0.25 per share on the conversion date and the 4 for 1
conversion ratio of the preferred stock to common stock. Accordingly, no gain or
loss on conversion of the loans was recognized except for an $882 loss from an
overissuance which was not refunded since it was not material. The conversion is
contingent on the Company raising $1,000,000 by the sale of Series A,
Convertible Preferred Stock by May 15, 2003. If the Company does not raise such
funds, the creditors may cancel the conversion agreement at any time prior to
September 25, 2003 by written notice to the Company. As of September 30, 2003 no
notice was received and accordingly the preferred shares were reclassified to
permanent equity.
The company entered into a promissory note in the amount of $22,500 with a
non-employee for services rendered on April 17, 2003. The note, along with a
previous loan from this individual in the amount of $5,000 was converted to
27,500 Series A convertible preferred shares in April 2003. For financial
accounting purposes, the preferred shares were valued at $1.00 per share based
on the contemporaneous sales of Series A preferred stock resulting in no gain or
loss on conversion.
NOTE 3 COMMITMENTS
------------------
The Company executed a six-month consulting agreement on February 17, 2003
whereby the consultant will provide public relations services. The Company
agreed to issue 100,000 free trading shares under their ESOP, 100,000 restricted
shares, and warrants to purchase 150,000 common shares (50,000 at an exercise
price of $0.50; 50,000 at $0.75 and 50,000 at $1.00), which vest 1/3 every 30
days. The resulting estimated expense will be recognized over the contract term.
(See Notes 5 and 6)
The Company executed a one-year consulting agreement on February 28, 2003
whereby the consultant will provide management and financial consulting services
to the Company. The consultant was granted 30,000 common shares as compensation
which were issued immediately. The resulting expense will be recognized over the
contract term.
(See Note 5)
The company executed an agreement on May 21, 2003 for the creation of a Phase II
prototype demonstrating the Company's OnScreen LED display technology. The
anticipated cost of this prototype is $100,000, with payments to be made at
various stages of completion. The estimated time to complete the prototype is
three months.
In May 2003, the Company executed a six-month employment agreement (the
"Agreement")for a Director of Research and Development. The employee will
received $10,000 per month accrued but deferred until such time the Company's
technical division has sufficient cash on hand to pay the salary. At the
employee's option, such accrued salary may be converted to common or preferred
shares of the Company at the current bid price. In addition, the employee is
granted, upon execution of the employment agreement, three-year options for
500,000 common shares at an exercise price of $0.25 per share; three-year
options for 750,000 shares at $0.35 per share upon completion of Phase II
prototype as defined in the Agreement; three-year options for 500,000 shares at
$0.40 per share upon receipt by the Company of any Next Stage ONScreen funding
in excess of $150,000 as defined in the Agreement and three-year options for
250,000 shares at $0.50 per share upon receipt by the Company of payment for
commercial orders in excess of $200,000. The expense relating to the initial
500,000 shares is recognized over the six-month term. (See Note 6)
In June 2003 the Company received a waiver of $300,000 of accrued commitment
penalties and recognized a gain on settlement of $300,000. Subsequent to June
2003, the Company must continue to accrue the stipulated penalties and
accordingly recognized a $100,000 penalty expense and accrual in the three
months ended September 30, 2003.
NOTE 4 PREFERRED STOCK ISSUANCES AND DIVIDENDS
----------------------------------------------
The Company has not yet filed with the State a certificate of designations and
preferences for the Series A preferred stock, however, management has
represented to preferred stock investors that the preferred stock pays 10%
cumulative dividends, payable quarterly. The Company has paid dividends of
$7,534 to certain holders of the preferred stock and has accrued dividends
payable of $115,303 as of September 30, 2003.
In January 2003, the Company granted 100,000 Series A convertible preferred
shares in exchange for $100,000 of loans. 50,000 shares were valued at $1.00 per
share based on the quoted trading price of the common stock on January 6, 2003
and the 4-for-1 conversion ratio for the preferred shares which were immediately
convertible, 50,000 shares were valued at $0.80 per share based on the quoted
trading price of the common stock on January 23, 2003 and the 4-for-1 conversion
ratio for the preferred shares which were immediately convertible. Accordingly,
the Company recorded a settlement gain of $10,000.
During the quarter ended March 31, 2003, the Company sold Series A preferred
shares for cash. In January, the Company sold 50,000 preferred shares to one
investor for $50,000. In February, the Company sold 75,000 preferred shares for
two investors for $75,000. In March 2003 the Company sold 50,000 preferred
shares to one investor for $50,000. The latter 50,000 shares were reflected as
issuable at March 31, 2003 and issued in April 2003.
In April 2003, the company issued 25,000 shares Series A preferred stock for
services rendered by a non-employee. The shares were valued at $1.00 per share
based on the contemporaneous sales of Series A preferred stock at $1.00 per
share resulting in a contract labor expense of $25,000.
During the quarter ended June 30, 2003, the company sold Series A preferred
shares for cash at $1.00 per share. In April 2003, the company sold 125,000
shares to two investors for $125,000. In May 2003, the company sold 250,000
shares to one investor for $250,000.
During the quarter ended September 30, 2003, the company sold Series A preferred
shares for cash at $1.00 per share. In August 2003, the company sold 205,000
shares to five investors for $205,000. In September 2003, the company sold
65,000 shares to two investors for $65,000.
In September 2003, the company issued 89,343 Series A preferred shares for
settlement of accounts payable of $89,343. The shares were valued at $1.00 per
share based on contemporaneous cash sales and thus no gain or loss was
recognized on the settlement.
NOTE 5 COMMON STOCK ISSUANCES
-----------------------------
On January 1, 2003 the Company issued 77,640 shares to an employee under his
employment agreement, requiring $25,000 worth of stock using the 30-day average
price prior to fiscal 2002 year-end. For financial accounting purposes, the
stock was valued on the earned date of December 31, 2002 resulting in a value of
$21,739 and a settlement gain of $3,261 in January 2003. The $25,000
compensation expense had been expensed and accrued in December 2002.
During the quarter ended March 31, 2003, the Company issued 100,000 common
shares pursuant to exercises of options granted under the default provisions of
certain promissory notes. The issuance resulted in subscriptions receivable of
$2,500 for an exercise price of $.025 per share.
During the quarter ending March 31, 2003, the Company issued 293,700 shares for
services rendered to various non-employee consultants and service providers. On
January 6, 2003, 23,700 shares were issued for services rendered and valued at
the $0.25 per share quoted trading price on the grant date resulting in a
consulting expense of $5,925. On February 18, 2003, 200,000 shares were issued
under a February 17, 2003 six-month consulting agreement. The shares were valued
at the quoted trading price of $0.23 on the grant date which was the measurement
date since the shares were contractually fully vested at the grant date.
Accordingly, the Company recognized an expense through September 30, 2003 of
$36,415 and a deferred expense of $9,585 at September 30, 2003. On February 21,
2003, 40,000 shares were issued for services rendered and valued at the $0.37
quoted trading price on the grant date resulting in a consulting expense of
$14,800. On March 4, 2003, 30,000 shares were issued to a consultant under a
February 28, 2003 one-year consulting agreement. The shares were valued at the
$0.25 quoted trading price on the grant date which was the measurement date
since the shares were considered fully vested at the grant date. Accordingly, an
expense through September 30, 2003 of $4,375 was recognized and a deferred
expense of $3,125 was recorded at September 30, 2003.
During the quarter ended June 30, 2003, the Company issued 50,000 common shares
pursuant to exercises of options granted under the default provisions of certain
promissory notes. The issuances resulted in subscriptions receivable of $1,250
based on an exercise price of $0.025 per share.
During the quarter ended September 30, 2003, the Company issued 50,000 common
shares pursuant to exercises of options granted under the default provisions of
certain promissory notes. The issuances resulted in subscriptions receivable of
$1,250 based on an exercise price of $0.025 per share. Total subscriptions
receivable related to exercised options under default provisions of promissory
notes through September 30, 2003 were $15,075 at September 30, 2003.
During the quarter ended September 30, 2003, the Company issued common shares
for debt settlement. In August 2003, the Company issued 200,000 common shares as
collateral for amounts due to the Company's landlord. For accounting purposes,
according to FASB 128 the shares are not considered outstanding and not included
in the computation of loss per share. In September 2003, the Company issued
338,880 common shares for debt settlement. The shares were valued at the quoted
trading price of $0.22 on the grant date. The issuance resulted in a decrease in
notes payable of $49,000 and a settlement loss of $25,553.
NOTE 6 WARRANT AND OPTIONS GRANTS
---------------------------------
On January 2, 2003, the Company granted 62,500 5-year warrants with an exercise
price of $0.25 per share to its Scientific Advisory Board members. The warrants
were valued at $0.28 per warrant or an aggregate $17,432 for these non-employees
using the Black-Scholes Options Pricing Model with the following assumptions;
expected life of 5 years, volatility of 253%, zero expected dividends and a
discount rate of 3.05%. Based on the members' service term of three years, the
Company recognized an expense through September 30, 2003 of $4,307 and a
deferred consulting expense of $13,124 at September 30, 2003.
On January 6, 2003, the Company granted to an employee 5,000 warrants with an
exercise price based on the 5-day average prior to the date of exercise and
expiring January 6, 2006. These variable warrants were valued under the
intrinsic value method of APB 25 at the balance sheet date of March 31, 2003
resulting in a value of $0.10 per warrants or a total of $500.
On February 18, 2003, the Company granted 150,000 warrants (50,000 at an
exercise price of $0.50; 50,000 at $0.75 and 50,000 at $1.00) expiring April 20,
2004 to a consultant for a service period through August 17, 2003. The warrants
were valued at $0.0065, $0.0039 and $0.1253 respectively per warrant or an
aggregate $6,785 using the Black-Scholes Options Pricing Model with the
following assumptions; expected life of 30 to 428 days, volatility of 161% to
214%, zero expected dividends and a discount rate of 1.2% to 1.3%. Accordingly,
the Company recorded a consulting expense of $3,753 through September 30, 2003
and deferred consulting expense/liability of $3,032 at September 30, 2003. (see
Note 3)
During the quarter ended June 30, 2003, the company granted options to purchase
50,000 common shares pursuant to the default provisions of certain promissory
notes. The options were valued at the $0.22 quoted trading price on the grant
date resulting in an interest expense of $9,750.
On May 1, 2003, the company granted to an employee 500,000 shares options
pursuant to his employment contract. These options were valued under the
intrinsic value method of APB 25 at the grant date resulting in a value of $0.14
per option. Accordingly, the company recorded a compensation expense of $58,333
through September 30, 2003 and a deferred compensation of $11,667.
During the quarter ended September 30, 2003, the company granted options to
purchase 75,000 common shares pursuant to the default provisions of certain
promissory notes. 25,000 options were granted valued at the $0.175, $0.195 and
$0.245 quoted trading prices on the grant dates resulting in an interest expense
of $15,375.
On August 8, 200,3 the Company granted 12,500 warrants with an exercise price of
$0.25 per share to a Scientific Advisory Board member. Pursuant to SFAS 123 the
warrants were valued at $0.203 per warrant or an aggregate $2,537.50 for this
non-employee using the Black-Scholes Options Pricing Model with the following
assumptions: expected life of 5 years, volatility of 249%, interest rate of .95%
and zero expected dividends. Based on the member's service term of three years,
the Company recognized an expense through September 30, 2003 of $141 and a
deferred consulting expense of $2,397 at September 30, 2003.
NOTE 7 GOING CONCERN
--------------------
As reflected in the accompanying financial statements, the Company has a net
loss to common stockholders of $1,634,896 and cash used in operations of
$864,934 in the nine months ended September 30, 2003 and an accumulated deficit,
stockholders' deficit and working capital deficit of $8,550,722, $1,085,053 and
$2,040,805, respectively, at September 30, 2003. The ability of the Company to
continue as a going concern is dependent on the Company's ability to further
generate sales and raise additional capital.
The Company is working towards re-filing its Form SB-2 with the United States
Securities and Exchange Commission in order for it to become effective. The
Swartz $25,000,000 equity line should then become available for the Company to
obtain the necessary funding to expand its operations.
NOTE 8 SUBSEQUENT EVENTS
------------------------
On October 30, 2003 ("Settlement Date") the Company executed a settlement
agreement relating to alledged royalties due. The Company will issue 150,000
common shares and pay $75,000 in four equal quarterly payments starting December
1, 2003. If any payment is not made on the scheduled date, the cash payment in
total increases to $150,000 less amounts already paid. The 150,000 shares are
valued at the quoted trading price of $0.90, or $135,000, on the Settlement
Date. The Company had accrued $156,875 in royalties payable as of the Settlement
Date. Accordingly, the Company recognized a settlement loss of $53,125.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
Management's discussion and analysis contains various "forward looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may," "expect," "anticipate," "estimate," or "continue" or use of
negative or other variations or comparable terminology.
We caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those contained in the
forward-looking statements, that these forward-looking statements are
necessarily speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.
OVERVIEW
New Millennium Media International, Inc. (NMMI) is engaged in activities in the
advertising business. The primary activity of the Company currently involves
several types of visual advertising: The IllumiSign-EyeCatcher front-lit motion
display boards, the IllumiSign-EyeCatcher back-lit motion display boards, plasma
screens and LED display boards. NMMI sells advertising space on these display
boards on a contractual basis, payable monthly or in the case of the LED boards,
on an event basis. In certain instances we sell motion display boards. The
criteria that determines the sale rather than leasing the displays is two fold:
(i) sales in foreign countries where recovery of the displays in the event of
non-payment would be a major expense and recovery of the display economically
impractical and (ii) sales to customers in large quantity where leasing the
displays is determined to be nearly impossible and the customer retains the
displays for its own benefit and the customer intends to place the displays in
non-competition with the business model of the Company. The Company is
continuing to devote substantially all of its present efforts to implementing
its operational and marketing plans designed to establish new business accounts
for its mobile LED boards and the motion display boards.
On July 23, 2001, NMMI signed an exclusive licensing agreement with the inventor
of a new technology that allows the manufacture of large-scale LED (light
emitting diode) video displays with dramatic improvements in cost and
performance (hereafter referred to as "OnScreen"). Under this agreement, NMMI
will continue to participate in the research and development of this new
technology and will have the exclusive worldwide marketing rights to sell or
license the technology. The initial working prototype model for this technology
has been completed and successful and the larger, true-to-scale, prototype of
the OnScreen display technology has been completed and operationally successful.
In further support of ongoing research and development of this innovative
technology, NMMI formed an OnScreen Scientific Advisory Board consisting of
seven nationally recognized scientific technologic individuals in the field of
science and technology headed by David Pelka, most of whom have earned at least
one Doctor of Philosophy degree in a scientific discipline relating to LED. The
Company appointed Stephen K. Velte as Director of Research and Development for
the OnScreen technology project. Mr. Velte holds a Bachelor's degree in
Electrical Engineering with a special focus on mathematical systems. He spent 18
years with Hewlett Packard and Agilent Technologies.
NMMI continues to incur significant losses from operations. We incurred net
losses of $661,270 for the quarter ended September 30, 2003 compared to $503,512
for the same term of 2002 a loss increase of $157,758. As of June 30, 2003, we
had an accumulated deficit of $8,550,722.
CRITICAL ACCOUNTING POLICIES
Our financial statements and related financial information are based on the
application of accounting principles generally accepted in the United States
(GAAP). The preparation of financial statements under GAAP requires management
to make estimates and assumptions that affect the reported amount of revenue and
expenses during the periods. We believe our use of estimates and underlying
accounting assumptions adhere to GAAP and are consistently and conservatively
applied. Estimates have been made by management in several areas including, but
not limited to, accounts receivable allowances and valuation of long-lived and
intangible assets including goodwill. We have based our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances and review valuations based on estimates for
reasonableness and conservatism on a consistent basis. Actual results may differ
materially from these estimates under different assumptions or conditions.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have funded our operations and investments in equipment
primarily through equity financings and borrowing from related parties that are
not necessarily isolated transactions; however, there is no assurance that there
will be proceeds from such transactions in the future.
MATERIAL CHANGES IN FINANCIAL CONDITION
As shown on the attached Balance Sheet, the PROPERTY AND EQUIPMENT has decreased
to $934,476 September 30, 2003 from $1,065,870 at December 31, 2002. This
decrease is principally due to depreciation. The TOTAL CURRENT Assets shows an
increase of $75,490, primarily due to increased cash partly from cash raised
from the sale of preferred shares and, to a lesser extent, from loans. The
ACCOUNTS RECEIVABLE increased $29,520 as well from sales. The Company shows no
DEFERRED ROYALTY EXPENSE for the third quarter of 2003 compared to $75,000 for
the corresponding 2002 quarter. This Royalty Expense is the royalty paid to the
inventor of the OnScreen technology. Payment of the recurring expense has been
assumed by an investor in exchange for shares of company Series A Convertible
Preferred stock. The net result of these asset changes is stated as Total Assets
that decreased by $130,904 from September 30, 2003 compared to December 31,
2002.
NOTES AND LOANS PAYABLE decreased by $746,681 from December 31, 2002 to
September 30, 2003. This decrease is principally a result of the conversion of
debt to shares of Series A Convertible Preferred stock as discussed in Notes to
the Financial Statement, Note 2, Notes Payable, Conversion and Redeemable
Preferred Stock). NOTES PAYABLE, RELATED PARTY has decreased from $303,657 to
zero also as a result of conversion to Series A Convertible Preferred Stock. The
ACCRUED EXPENSES account, which shows an accumulated increase of $19,678 for the
third 2003 quarter, generally includes expense items that have accrued over the
past years.
ACCOUNTS PAYABLE decreased by $52,445 from $449,865 at December 31, 2002 to
$397,420 as of September 30, 2003. A major contributing factor for this decrease
is the settlement of a $89,343 payable for the issuance of Series A Convertible
Preferred shares as noted in the last paragraph of Notes to the Financial
Statement, Note 4, PREFERRED STOCK ISSUANCE AND DIVIDENDS.
ROYALTIES PAYABLE increased from $83,924 At December 31, 2002 to $156,875 at
September 30, 2003. This $72,951 increase is the result of continuing accrual
for a disputed royalty arrangement. This dispute was settled subsequent to
September 3o, 2003 for $75,000 and 150,000 common shares.
PREFERRED STOCK DIVIDENDS PAYABLE notes a current increase from zero to
$115,303. The Company has paid dividends of $7,534 to certain holders of the
preferred stock and has accrued dividends payable of $115,303 as of September
30, 2003. See Notes to the Financial Statement, Note 4, PREFERRED STOCK ISSUANCE
AND DIVIDENDS.
ACCRUED COMPENSATION increased by $98,359 from December 31, 2002 compared to
September 30, 2003. This amount represents accrued salary of the Company
president/CEO. When the Company does not have sufficient funds to pay the salary
of the Company president/CEO, it was orally agreed to accrued unpaid salary.
CUSTOMER DEPOSITS diminished to zero from $28,500 from December 31, 2002
compared to September 30, 2003. This account represents money paid to the
Company to reserve advertising space and/or EyeCatcherPlus display placement.
Currently, there are no such reservations.
DEFERRED REVENUES increased by 34%, an increase of $21,067, from $41,609 at
December 31, 2002 to $62,676 at September 30, 2003. Advertising revenue is
recognized pro-rata over the term of the customer contract or arrangement and
customer prepayments received are recorded as a deferred revenue liability until
revenue recognition is proper. Territory fees from distributors are recorded as
a deferred revenue liability and then recognized over the term of the
distributor contract.
DEFERRED GAIN ON SALE OF FUTURE REVENUES remained constant at $150,000. During
2001, the Company purchased an exclusive license in a patent for the
manufacture, sale, and marketing of the OnScreen technology. The license is
valid for the entire patent term to be amortized over a patent life of 17 years,
from the earlier of the date the patent is granted, or the Company obtains a
product ready for resale. The license agreement requires minimum annual royalty
payments, payable quarterly, as follows; $50,000 in year one of contract,
$100,000 in year two, and $250,000 in years three and each year thereafter after
production of a prototype, which was completed in October 2001. Accordingly, the
Company recorded royalty expense of $75,000 in 2002 and deferred another
$75,000. In order the satisfy the minimum royalty obligation, in August and
December 2002, the Company sold a total 15% of its license rights to a third
party in exchange for that third party paying the first $150,000 of royalties.
The Company has recorded a deferred gain liability of $150,000 as of December
31, 2002 to be recognized as revenues pro-rata over the term of the license once
product sales begin.
TOTAL CURRENT LIABILITIES decreased by $903,925 from December 31, 2002 to
September 30, 2003. This is principally the result of the conversion of
$1,021,655 of debt to redeemable shares of Series A Convertible Preferred stock
(See Notes and Loans Payable above.) and the decrease of Notes Payable, Related
Party (See above). This decrease in liabilities is offset by liability increases
of Preferred Stock Dividends Payable and Accrued Compensation. The other
Liabilities remained constant or increased by insignificant amounts.
The Company raised $270,000 during the third quarter of 2003 from the sale of
preferred stock. The money received by the Company was used to fund the ongoing
operations of the Company, royalty expense and the development of the OnScreen
technology (See the Overview above for a brief description of the OnScreen) . .
ADDITIONAL PAID IN CAPITAL increased by $2,408,749 from $5,101,664 at December
31, 2002 to $7,510,413 at September 30, 2003. This is principally the result of
sale of Series A Convertible Preferred shares. The ACCUMULATED DEFICIT increased
by $1,634,896 for the same comparative nine months periods yielding a TOTAL
STOCKHOLDERS' DEFICIENCY of $1,085,053 at September 30, 2003, a decrease of
$773,020 from December 31, 2002. Much of this capital is used for development of
the OnScreen technology and operational expenses relating to the EyeCatcherPlus
displays.
RESULTS OF OPERATIONS
Revenue
The comparative revenue for the third quarter of 2003 compared to the same
period for 2002 shows a decrease of $825, 01% and a decrease of $256,895 for the
nine months comparison for 2003 to 2002. This decrease is due primarily to the
Company redirecting its focus on the development of the OnScreen technology and,
in some instances, replacing the EyeCatcherPlus with the more technically
advanced plasma screens. Presently, the EyeCatcherPlus and the mobile LED truck
rental are the primary sources of revenue for the Company. The Cost of Revenue
relates to the graphics for the EyeCatcherPlus displays. The net result of the
Revenue decrease and the Cost of Revenue is a 62.5% decrease in Gross Profit
from $532,347 for the nine months ending September 30, 2002 to $199,543 for the
same period of 2003. Notwithstanding this decrease, the Company continues to
lease the motion displays and to sell the displays on a limited basis, see the
section captioned "Overview" above. The Graphic Arts Department continues to be
a revenue source for the Company for both the leased and sold motion displays.
The Company retains the rights to print the display posters for the motion
displays whether they are leased or sold. As the Company installs additional
display boards, additional advertisements are sold. Generally, this is
cumulative, i. e., as the display boards are placed, the advertisements are sold
for a term of several months or yearly. Even though the advertisement contracts
expire, many are renewed with a minimal amount of sales effort so long as the
display board continues to produce revenue with no additional effort. No
additional effort is generally necessary to place the display board because it
remains in place at the host venue. Additionally, the Company continues to
develop the innovative OnScreen technology and to redirect, in some instances,
replacing the EyeCatcherPlus with the more technically advanced plasma screens.
Operating Expenses
Compensation, Bad Debt, Consulting Fees, Professional Fees, Rent Expense,
Commitment Penalty Expense-Swartz and Royalties in 2002 were all classified
within General and Administrative. These expense items in 2003 have been
reclassified to their own individual accounts in order to provide a more
effective and complete financial picture of the operations of the Company. A
reasonable comparison can be made in comparing the $512,049 General and
Administrative expense for the quarter ending September 30, 2002 to the sum of
the reclassified expenses for the same period, $599,844, an increase if
17%. Using the same method of calculation for the nine months comparison the
increase is $231,776, an increase of 16%. The Total Operating Expenses
comparison for the quarter ending September 30, 2003 compared to 2002 shows an
increase of $87,864 (16%) which is in accord with the improvised calculation
mentioned above. The nine months calculation shows an increase of $370,271 (23%)
Total Operating Expenses over the nine months ending September 30, 2002 compared
to 2003. This increase is primarily the result of Professional Fee and
Compensation payments paid to management on a "when available" basis that
heretofore was accumulated as debt. The Professional Fees expense is principally
accounting and legal fees for the day to day operation of the Company.
Additionally, the Company continues to fund development of the OnScreen
technology which is presently in phase 2 of a three phase business plan.
The Consulting Fees expense relates principally to consulting services outside
the Company relating to the OnScreen project and relate to warrants issued to
consultants in consideration for services rendered. The Depreciation expense is
consistent with the prior comparative quarter. This depreciation expense
reflects the depreciation of the Company owned equipment. Rent Expense is the
rent and rent related expenses for the Company offices and warehouse space. The
office and warehouse rental remains constant. The $100,000 Commitment Penalty
Expense carried on the Company books of account is the balance due after June 3,
2003. All prior penalties have been forgiven by Swartz Private Equity, LLC. The
details of the Investment Agreement between the Company and Swartz Private
Equity, LLC can be seen on EDGAR as Exhibit 4.1 attached to the Form SB-2 filed
by the Company on September 13, 2000. The Royalty expense is money paid pursuant
to a contract between the Company and the inventor of the OnScreen technology.
This contract provides for periodic quarterly payments that are made by the
Company out of operating capital or by borrowing money from third parties. It is
anticipated that the Company will continue to be responsible for payment of
royalties for the OnScreen technology through the development and licensing
phases of the OnScreen.
Loss From Operations
Loss From Operations is a function of Gross Profit versus Total Operating
Expenses. There was an increase of operating loss of 18% and 68% for the three
and nine months ended September 30, 2003, respectively, compared to the same
periods in 2002. As the Company continues to grow, the current staffing of the
Company is expected to be sufficient to carry the Company through its growth
during the next six months at the present rate of growth.
Other Income (Expenses)
Other Income is rental income from office space that the Company rents to third
parties.
Settlement Gain for the nine months 2002 to 2003 comparison increased from
$7,989 to $286,942. This increase is the direct result of settling Company debt
obligations including a waiver of $300,000 of Swartz commitment penalties and
some current operating expenses in exchange for issuance of Company equity. See
Notes to the Financial Statement, Note 5, COMMON STOCK ISSUANCES.
Interest Expense increased by $5,684 for the third quarter comparison and
$14,435 for the nine months comparison. This recurring interest expense results
from debt obligations including a gain relating to the waiver of $300,000 of
cumulative penalties to Swartz offset by a stock based settlement loss. See
Notes to the Financial Statement, Note 6, WARRANTS AND OPTIONS GRANTS.
Total Other Expenses, Net is a net function of Other Income. For the three
months ending September 30 comparison there was an increase of $22,576 and for
the nine months comparison there was a net increase of $309,190 that was the
result of Settlement gains as noted above.
Net Loss
The Net Loss increased $111,353 (22%) from the third quarter of 2002 ($503,512)
compared to the third quarter of 2003 ($614,865); however, the net loss
decreased by $171,210 (10%) from the three quarters of 2002 ($1,683,269)
compared to the first three quarters of 2003 ($1,512,059). The major
contributing factors to this decrease in loss are the comparative effect of the
Loss Before Cumulative Effect of Change in Accounting Principle and the
Settlement Gain.
Preferred Stock Dividends of $46,405 were accrued for the quarter ended
September 30, 2003 and $122,837 for the nine months ended September 30, 2003. No
Preferred Stock Dividends were accrued in 2002. These cumulative dividends are
recognized pursuant to contracts with preferred shareholders who purchased
Series A Convertible Preferred shares in 2003. For a more complete discussion of
the Preferred Stock Dividends, see Notes to the Financial Statement, Note 4,
Preferred Stock Issuance and Dividends.
Basic and Fully Diluted Net Loss Per Common Share
The Basic Loss Per Common Share before cumulative effect of change in accounting
principle for the third quarter of 2003 compared to the same quarter of 2002
increased from $(0.049) to $(0.06), a comparative Basic Loss Per Common Share
increase of approximately 22%. For the nine months comparison the increase is
29%, $(0.116) at September 30, 2002 compared to $(0.15) for the same period of
2003. This increase in loss per common share is a function of the increase in
the net loss offset by the increase in weighted average shares. We are
continuing to concentrate on establishing new business and increasing sales
relating to the IllumiSign EyeCatcher backlit and frontlit display boards as
well as introducing plasma screens to our advertisers and host venue locations.
The LED display sign truck continues to generate revenue. This net loss per
share in 2003 also takes into account the preferred stock dividends which are
added from net loss when computing net loss per share.
TRENDS AND EVENTS
Over the past approximately eighteen months we have been engaged in a slight
change in our operations model primarily in that we have agreed to sell
IllumiSign-EyeCatcher motion displays in limited circumstances. This change in
Company policy is described above in the section entitled "Overview". Management
feels that this is a positive change in that the Company now has the opportunity
to earn additional revenue in foreign countries as well as certain United States
based advertising entities that otherwise would purchase from competitors of the
Company or not use motion displays at all. Thus far, all purchasers of the
displays have agreed to purchase all of the advertising posters from the
Company. This sale of in-house printed posters is an additional source of
Company revenue. As stated above, in some instances, the Company continues to
redirect the advertisers and host venues toward the more technically advanced
plasma screens. This will be a gradual transition that is anticipated to take
several years to complete.
Although forward looking with no real assurance that the future will unfold as
anticipated by management, the Company management certainly feels that the
current trend of the
Company is toward an increased number of motion displays, both EyeCatcherPlus
and plasma screens, in place and a continuing increase in the number of bookings
for the mobile LED unit. In the opinion of management, the cumulative effect of
these events is a positive trend. Thus far the Company has continued to grow at
a slow, but steady pace, there is, however, no real assurance that this positive
trend will continue.
Although the OnScreen technology is still in development, the OnScreen
Scientific Advisory Board advises Company management that the second prototype
is now complete and fully operational. The Company has retained Principia
Partners, San Francisco, to assist market segmentation, OnScreen technology
valuation and licensing strategy for the "OnScreen". Principia Partners is an
industrial business-consulting firm with extensive experience in materials and
related manufactured goods markets. In the agreement with Principia, Principia
offers a comprehensive range of services to support strategy development and
industrial marketing research. The services are designed for all facets of
strategic planning, market analysis and segmentation, OnScreen product
assessment/pricing assistance, among other services. The engagement with
Principia Partners is divided into several phases, including:
o Intellectual Property analysis
o Market segmentation, net present value determination and licensing
strategy development
o Strategy implementation.
The first two phases of the program, market segmentation and technology
valuation, are complete.
NMMI management feels that it is critical to have this third party confirmation
of the value of the OnScreen technology coupled with a well thought out
licensing strategy that combines a value for geographic and vertical markets for
license fees and ongoing royalties. The intellectual property practice of
Principia Partners is the requisite experience necessary to successfully assist
NMMI in the commercialization of the OnScreen technology.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Registrant is a Small business issuer as defined by these Regulations and need
not provide the information required by this Item 3.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
COMMON STOCK TRANSFERRED
The company relied on Section 4(2) of the Securities Act of 1933 as the basis
for an exemption from registration regarding the following transfers to
accredited investors because they did not involve a public offering.
During August 2003 the Company issued 50,000 common shares pursuant to exercises
of options granted under the default provisions of certain promissory notes and
200,000 common shares in lieu of office rent.
During September 2003 the Company issued 338,880 common shares in settlement of
a debt obligation valued at $338,880.
SERIES A CONVERTIBLE PREFERRED STOCK TRANSFERRED
Series A Convertible Preferred Stock converts to four shares of common stock and
pays a 10% annual dividend.
During August 2003 the Company issued 205,000 shares of Series A Convertible
Preferred Stock in consideration for $205,000.
During September 2003 the Company issued 154,343 shares of Series A Convertible
Preferred Stock in consideration for $89,343 debt forgiveness plus $65,000 cash
payment.
USE OF PROCEEDS
The proceeds from these transactions (Common Stock and Series A Convertible
Preferred Stock Transferred) were used for working capital and general corporate
purposes, including acquisitions, funding anticipated operating losses, sales
and marketing expenses, purchase of additional inventory, working capital, new
product development and to fund payment obligations for contemplated
acquisitions, corporate partnering arrangements and lawsuit settlement. We
reserve the right to vary the use of proceeds among these categories because our
ability to use the proceeds is dependent on a number of factors, including the
extent of market acceptance of our variety of display boards, unexpected
expenditures for further technical development, sales and marketing efforts and
the effects of competition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
On March 19, 2002 the Company filed an amended Form 10-KSB/A for year-end 2001
and filed a second amended Post Effective Amendment to Form SB-2 Registration
Statement for Small Business Issuers the original of which was filed September
13, 2000. On April 22, 2002 the Securities and Exchange Commission commented on
the second amended Post Effective Amendment. A third amended Post Effective
Amendment to Form SB-2 Registration Statement for Small Business Issuers is
currently in process.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
3.1 *Amended Articles of Incorporation of the Company (Incorporated by
reference from our registration statement on Form SB-2/A filed with the
commission on October 26, 2001).
3.2 *Bylaws of the Company (Incorporated by reference from our registration
statement on Form SB-2/A filed with the commission on October 26,
2001).
4.1 *Investment Agreement dated May 19, 2000 by and between the Registrant
and Swartz Private Equity, LLC. (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
4.2 *Form of "Commitment Warrant" to Swartz Private Equity, LLC for the
purchase of 1,000,000 shares common stock in connection with the
offering of securities. (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
4.3 *Form of "Purchase Warrant" to purchase common stock issued to Swartz
Private Equity, LLC from time to time in connection with the offering
of securities (Incorporated by reference from our registration
statement on form SB-2A filed with the Commission on October 26, 2001).
4.4 *Warrant Side-Agreement by and between the Registrant and Swartz
Private Equity, LLC (Incorporated by reference from our registration
statement on form SB-2A filed with the Commission on October 26, 2001).
4.5 *Registration Rights Agreement between NMMI and Swartz Private Equity,
LLC related to the registration of the common stock to be sold pursuant
to the Swartz Investment Agreement (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
13.1 * Form 10-KSB filed April 15, 2003 for year end December 31, 2002.
13.2 * Form 10-KSB/A filed April 17, 2003 for year end December 31, 2001.
31 CEO/CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 CEO/CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
The Company filed a Form 8-K on February 4, 2003 giving notice of a change in
Company independent auditors from Richard J. Fuller, C.P.A., P.A. to Salberg &
Company, P.A. This change was approved by the Board of Directors on February 3,
2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Signed and submitted this ____ day of November 2003.
New Millennium Media International, Inc.
(Registrant)
by: /s/______________________________
John Thatch as President/CEO/Director
EXHIBIT INDEX
Exhibit
Number Description
3.1 * Amended Articles of Incorporation of the Company (Incorporated by
reference from our registration statement on Form SB-2/A filed with the
commission on October 26, 2001.
3.2 * Bylaws of the Company (Incorporated by reference from our
registration statement on Form SB-2/A filed with the commission on
October 26, 2001.
4.6 *Investment Agreement dated May 19, 2000 by and between the Registrant
and Swartz Private Equity, LLC. (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
4.7 *Form of "Commitment Warrant" to Swartz Private Equity, LLC for the
purchase of 1,000,000 shares common stock in connection with the
offering of securities. (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
4.8 *Form of "Purchase Warrant" to purchase common stock issued to Swartz
Private Equity, LLC from time to time in connection with the offering
of securities (Incorporated by reference from our registration
statement on form SB-2A filed with the Commission on October 26, 2001).
4.9 *Warrant Side-Agreement by and between the Registrant and Swartz
Private Equity, LLC (Incorporated by reference from our registration
statement on form SB-2A filed with the Commission on October 26, 2001).
4.10 *Registration Rights Agreement between NMMI and Swartz Private Equity,
LLC related to the registration of the common stock to be sold pursuant
to the Swartz Investment Agreement (Incorporated by reference from our
registration statement on form SB-2A filed with the Commission on
October 26, 2001).
13.1 * Form 10-KSB filed April 15, 2003 for year end December 31, 2002.
13.2 * Form 10-KSB/A filed April 17, 2003 for year end December 31, 2001.
16 Form 8-K filed February 4, 2003 giving notice of a change in Company
independent auditors from Richard J. Fuller, C.P.A., P.A. to Salberg &
Company, P.A, incorporated herein by reference.
31 CEO/CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 CEO/CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
The Company filed a Form 8-K on February 4, 2003 giving notice of a change in
Company independent auditors from Richard J. Fuller, C.P.A., P.A. to Salberg &
Company, P.A. This change was approved by the Board of Directors on February 3,
2003