U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from__________to___________
Commission file number: 33-5516-LA
Beeper Plus, Inc.
_________________
(Name of small business issuer in its charter)
Nevada 88-0219239
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 E. Tropicana Ave., Suite 775, Las Vegas, Nevada 89119
____________________________________________________ __________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (702) 795-3601
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2003 there were
4,808,135 $.01 par value shares.
BEEPER PLUS, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I--FINANCIAL INFORMATION
Page
____
ITEM 1. Financial Statements............................................. 3
ITEM 2. Management's Discussion and Analysis of Financial
Condition and results of Operations............................ 4
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........6
ITEM 4. Controls and Procedures...........................................6
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings................................................ 6
ITEM 2. Changes in Securities............................................ 6
ITEM 3. Defaults Upon Senior Securities.................................. 7
ITEM 4. Submission of Matters to a Vote of Security Holders.............. 7
ITEM 5. Other Information................................................ 7
ITEM 6. Exhibits and Reports on Form 8-K................................. 7
2
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements.
BEEPER PLUS, INC.
(UNAUDITED)
FINANCIAL STATEMENTS
March 31, 2003
INDEX
Page
____
Balance Sheets............................................................. F-1
Statement of Operations.................................................... F-2
Statement of Cash Flows.................................................... F-3
Notes To Unaudited Interim Financial Statements............................ F-4
3
BEEPER PLUS, INC.
Balance Sheets (Unaudited)
March 31, June 30
2003 2002
ASSETS (Unaudited> (Audited)
_________________________________________________________________________
Current Assets
Cash $ 289 $ 11,694
---------- -----------
Total Assets $ 289 $ 11,694
========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 27,873 $ 35,409
Accrued compensation and related taxes 100,483 100,483
Notes Payable, current portion 78,900 78,000
---------- -----------
Total current liabilities 207,256 213,892
---------- -----------
Stockholders' Deficit
Common Stock, $0.01 par value, 10,000,000
shares authorized, 4,808,135 shares issued
and outstanding 48,081 48,081
Paid-in Capital 965,158 965,158
Accumulated deficit (1,216,836) (1,212,067)
---------- -----------
(203,597) (198,828)
Less: treasury stock, at cost (3,370) (3,370)
---------- -----------
(206,966) (202,198)
---------- -----------
Total Liabilities and Stockholders' Deficit $ 289 $ 11,694
========== ===========
See notes to the financial statements
F-1
BEEPER PLUS, INC.
STATEMENTS OF OPERATIONS (Uaudited)
For Three Months ended For Nine Months ended
March 31, March 31,
2003 2002 2003 2002
______________________________________________________________________________________________
Revenues $ - $ - $ - $ -
Selling, general and administrative
expenses 1,813 5,082 11,822 14,842
-------------------------------------------------------
Operating (loss) (1,813) (5,082) (11,822) (14,842)
-------------------------------------------------------
Other Income (Expenses)
Interest and miscellaneous income 7,692 1,799 7,692 12,603
Interest Expenses (219) (390) (639) (2,294)
-------------------------------------------------------
7,473 1,409 7,053 10,309
Net (loss) $ 5,660 $ (3,673) $ (4,769) $ (4,533)
=======================================================
Loss per share-basic and diluted $ 0.00 $ (0.00) $ (0.00) $ (0.00)
=======================================================
Weighted Average Number of Shares 4,808,135 4,788,000 4,808,135 4,788,000
See notes to the financial statements
F-2
BEEPER PLUS, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
For Nine months ended March 31, 2003 2002
____________________________________________________________________________
Cash Flow From Operating Activities:
Net (loss) $ (4,769) $ (4,533)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operations:
Decrease in prepaids and other current assets - 46,156
(Decrease) in accounts payable and
accrued expenses (7,536) (17,502)
---------------------------
Cash flows provided by (used in)
operating Activities (12,305) 24,121
---------------------------
Cash Flow From Investing Activities:
Closing of certificate of deposit - 160,000
---------------------------
Cash flows provided by investing activities - 160,000
---------------------------
Cash Flow From Financing Activities:
Advance from related parties 900 7,500
(Repayments) to related parties - (21,000)
(Payments) on line of credit - (159,931)
---------------------------
Cash flows provided by (used in)
financing activities 900 (173,431)
---------------------------
Net increase (decrease) in cash (11,405) 10,690
Cash at beginning of period 11,694 7,778
---------------------------
Cash at end of period $ 289 $ 18,468
===========================
Supplemental disclosures of Cash Flow
Information
Interest Paid $ 0 $ 5,343
===========================
See notes to the financial statements
F-3
BEEPER PLUS, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
_______________________________________________
NOTE 1-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS: Beeper Plus, Inc. (the "Company") historically disseminated
sports and news information directly to customers nationwide through hand held
pagers by utilizing contracted paging services. The Company also utilized
independent distributors to provide information to clients within the United
States. In April 2001, the Company sold its business to a vendor and was not
operating since then.
The Company is currently seeking to form a joint venture to own and operate
a 40-room hotel and approximately 80 acres of beachfront property in LaPaz,
Mexico. As of August 25, 2003, the project has not been consummated.
A summary of significant accounting policies follows.
PRESENTATION OF INTERIM INFORMATION: The financial information at March 31,
2003 and for the three and nine months ended March 31, 2003 and 2002 is
unaudited but includes all adjustments (consisting only of normal recurring
adjustments) that the Company considers necessary for a fair presentation of the
financial information set forth herein, in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for interim
financial information, and with the instructions to Form 10-Q. Accordingly,
such information does not include all of the information and footnotes required
by U.S. GAAP for annual financial statements. For further information refer to
the Consolidated Financial Statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002.
The results for the three and nine months ended March 31, 2003 may not be
indicative of results for the year ending June 30, 2003 or any future periods.
EXTINGUISHMENTS OF LIABILITIES: The Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities", a replacement of SFAS
No. 125, which provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. SFAS No. 140
requires that a liability be derecognized if and only if either (a) the debtor
pays the creditor and is relieved of its obligation for the liability or (b) the
debtor is legally released from being the primary obligor under the liability
either judicially or by the creditor. Therefore, a liability is not considered
extinguished by an in-substance defeasance.
NEW ACCOUNTING STANDARDS: In December 2002, the Financial Accounting Standards
Board (FASB) issued SFAS No. 148, "Accounting for Stock-Based Compensation-
Transition and Disclosure," which 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
expands the disclosure requirements of SFAS No. 123 to require more prominent
disclosures in both annual and interim financial statements about the
F-4
BEEPER PLUS, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
_______________________________________________
NOTE 1-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The transition provisions of SFAS No. 148 are
effective for fiscal years ended after December 15, 2002. The transition
provisions do not currently have an impact on the Company's consolidated
financial position and results of operations as the Company has not elected to
adopt SFAS No. 123's fair value based method of accounting for stock-based
employee compensation. The disclosure provisions of SFAS No. 148 are effective
for financial statements for interim periods beginning after December 15, 2002.
The Company will adopt the disclosure requirements in the third quarter of
fiscal 2003.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which requires a guarantor to recognize
and measure certain types of guarantees at fair value. In addition,
Interpretation No. 45 requires the guarantor to make new disclosures for these
guarantees and other types of guarantees that are not subject to the initial
recognition and initial measurement provisions. The disclosure requirements are
effective for financial statements for interim or annual periods ended after
December 15, 2002, while the recognition and measurement provisions are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The Company currently has no guarantees issued and therefore
the adoption did not have an effect on its financial position and results of
operations.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51," which requires
companies to consolidate certain types of variable interest entities.
Interpretation No. 46 is applicable: (i) immediately for all variable interest
entities created after January 31, 2003; or (ii) in the first fiscal year or
interim period beginning after June 15, 2003 for those created before February
1, 2003. In accordance with Interpretation No. 46, the Company will be required
to consolidate one operating lease pertaining to two separate properties,
generally known as a "synthetic lease," beginning in the first quarter of fiscal
2004. The Company currently has no contractual relationship or other business
relationship with a variable interest entity and therefore the adoption did not
have an effect on its consolidated financial position or results of operations
on the Company's financial position or results of operations.
NOTE 2-CONTINUING OPERATIONS
The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. Presently, the Company is not
operating and expects no funds will be generated from operations in the near
future. As a result, the Company expects to continue to incur operating losses
and may not have enough money to grow its business in the future. The Company
can give no assurance that it will achieve profitability or be capable of
sustaining profitable operations. As a result, operations in the near future
are expected to continue to use working capital.
F-5
BEEPER PLUS, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
_______________________________________________
NOTE 3-EXTINGUISHMENT OF DEBT
In March 2003, the Company extinguished an account payable of $7,692, which was
included in other income.
NOTE 4-NET INCOME (LOSS) PER SHARE
As the Company incurred net income (losses) for the three and nine months ended
March 31, 2003 and 2002, the effect of dilutive stock options totaling 1.2
million has been excluded from the calculation of diluted net loss per share
because it was anti-dilutive. However, these options could be dilutive in the
future.
The following table sets forth the computation of basic and diluted net loss per
share:
Three Months ended Nine Months ended
March 31, March 31,
2003 2002 2003 2002
_______________________ _______________________
Numerator:
Net income (loss) $ 5,660 $ (3,637) $ (4,769) $ (4,533)
_______________________ _______________________
Denominator:
Weighted average number of shares 4,808,135 4,788,000 4,808,135 4,788,000
_______________________ _______________________
Net (loss) per share-basic and diluted $ 0.00 $ (0.00) $ (0.00) $ (0.00)
_______________________ _______________________
F-6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Information-General
This report contains a number of forward-looking statements, which reflect
Beeper's current views with respect to future events and financial performance
including statements regarding Beeper's projections, and the sports paging
industry. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned to not place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof Beeper undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof. Additionally,
these statements are based on certain assumptions that may prove to be erroneous
and are subject to certain risks including, but not limited to, Beeper's
dependence on limited cash resources, and its dependence on certain key
personnel within Beeper.
Results of Operations
Pursuant to a Purchase and Sale transaction, effective as of April 1, 2001, the
Company sold its paging business known as The Sports Page and Score Page to
BeepMe, a third party vendor and creditor of the Company. As a consequence of
the sale of its paging business, the Company ceased business operations in the
paging business and is currently seeking new business opportunities through
acquisitions or a merger.
The Company historically generated operating revenues by the dissemination of
sports and news information through the utilization of contracted paging
services directly to customers nationwide, including Hawaii, Alaska and the
Caribbean, through a hand-held alpha-numeric pagers called The Sports Page and
The Front Page. The Company also utilized independent distributors to provide
The Sports Page to clients in two locations throughout the United States. The
distributors in each territory entered into Distribution Agreements, which
provided that a percentage or minimum as per their contract of gross revenues
earned by the distributor was paid to the Company. Also pursuant to the
Agreement, the distributor was typically required to pay the Company a minimum
monthly fee; thus, the Company was attempting to ensure minimum monthly revenue
for the Company.
For the quarter ended March 31, 2003, Beeper generated $0.00 revenues, as
compared to $0.00 for the quarter ended March 31, 2002. This lack of the
generation of revenues by Beeper was in fact due to Beeper's sale of its paging
business and services, which was its only revenue generating source and it has
not as yet developed any revenue source or completed a merger or acquisition of
an ongoing operation.
The following tables set forth selected information from the Statements of
Operations for the three month periods ended March 31, 2003 and 2002
(Unaudited), and Balance Sheets as of June 30, 2002 (Audited) and three month
period ending March 21, 2003 (Unaudited).
4
Selected Statement of Operations Information
For the Three Month Periods Ended
March March
31, 2003 31, 2002
(Unaudited) (Unaudited)
___________ ___________
Total Revenue $ -0- $ -0-
Total Expenses 1,813 5,082
Income (Loss) From Operations (1,813) (5,082)
Total Other Income (Expenses) 7,473 1,409
Net Income (Loss) $ 5,660 $ (3,673)
Selected Balance Sheet Information
As of
March June
31, 2003 30, 2002
(Unaudited) (Audited)
___________ _________
Total Assets $ 289 $ 11,695
Total Liabilities 207,256 213,892
Accumulated deficit (1,216,836) (1,212,067)
Net Stockholders' (Deficit) $ (206,966) $ (202,197)
Operating expenses were $1,813 for the three months ended March 31, 2003 and
$5,082 for March 31, 2002, representing a decrease in operating expenses of
$3,269 or approximately 64%. This decrease was a result of Beeper's efforts
to minimize administrative costs while attempting to develop a source of
revenues or determine a potential merger or acquisition candidate after the
sale of its paging business and services.
Net income from operations for the three months ended March 31, 2003, at $5,660
compared to a net loss of $3,673 at March 31, 2002. Beeper did not generate any
revenues in either three month period ending March 31, 2003 or March 31, 2002.
This increase in net income was a result of Beeper's retirement of a $7,692
account payable in the three-month period ended March 31, 2003. As a
consequence, interest and miscellaneous income went from $1,799 at the period
ending March 31, 2002 to $7,692 at the period ending March 31, 2003,
representing an approximate 327% increase.
Due to Beeper's sale of its paging business in April of 2001, Beeper at this
time does not offer any products for sale or offer any services; therefore,
Beeper incurred no cost of sales or services for the periods ended March 31,
2003, or March 31, 2002.
Liquidity and Capital Resources
For the three-month unaudited period ending March 31, 2003, the Company had
$289 in cash and cash equivalents, as compared to $11,695 for the audited period
ending June 30, 2002.
Net cash used in operating activities for the nine-months ended March 31, 2003,
was $12,305 as compared to providing net cash of $24,121 for the nine-months
ended March 31, 2002. This decrease was a result of Beeper's decrease of
prepaids and other current assets of $46,156, in the period ending March 31,
2002, and there were no decreases in the period ending March 31, 2003.
5
Cash flows provided by investing activities for the nine months ended March 31,
2003, was $0.00 as compared to $160,000 for the nine months ended March 31,
2002. This decrease was due to the release of the Company's certificate of
deposit of $160,000 after it closed its line of credit in 2001 and Beeper did
not undertake any endeavors to raise capital during the nine-month period ending
March 31, 2003.
Net cash provided by financing activities for the nine months ended March 31,
2003, was $900, as compared to using $173,431 for the nine months ended March
31, 2002. In the nine months ended March 31, 2003, Beeper received an advance
of $900 from a related party as compared to retiring its line of credit of
$159,931 and repayments to related parties of $21,000 in the nine months ended
March 31, 2002. Beeper and did not undertake any other ventures in the nine
months ended March 31, 2003.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
ITEM 4. Controls and Procedures
(a) Evaluation of Disclosure Controls & Procedures.
______________________________________________
Based on their evaluation as of the end of the period covered by this Form 10-Q,
the Company's principal executive officer and principal financial officer have
carried out an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934). Based upon this evaluation, the principal
executive officer and principal financial officer have concluded the Company's
disclosure controls and procedures are effective in timely informing them of
material information relating to the Company required to be disclosed in its
reports under the Securities Exchange Act of 1934.
(b) Changes in Internal Control over Financial Reporting.
____________________________________________________
There was no change in the Company's internal control over financial reporting
during the Company's fiscal quarter covered by this Form 10-Q that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company has no legal proceedings in effect.
ITEM 2. Changes in Securities.
There have been no changes in securities during this reporting period.
6
ITEM 3. Defaults Upon Senior Securities.
The Company has incurred no defaults upon senior securities during this
reporting period.
ITEM 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during
this reporting period.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 31.1 Certification of President/Director pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Secretary/Treasurer/Director pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of President/Director pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Secretary/Treasurer/Director pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with 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 hereunto duly authorized.
Beeper Plus, Inc.
_________________
(Registrant)
/s/Frank DeRenzo
_________________
(Signature)
Frank DeRenzo/President
_______________________
Name/Title (print)
Date: September 11, 2003
7