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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended October 31, 2003 Commission File No. 0-15284
NATIONAL LAMPOON, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4053296
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10850 Wilshire Blvd., Suite 1000
Los Angeles, California 90024
(Address of principal executive offices)
Registrant's telephone number: (310) 474-5252
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 December 12, 2003 the registrant had 1,533,418 shares of its common stock
outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF AS OF
OCT. 31, 2003 JUL. 31, 2003
------------- -------------
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $ 88,556 $ 140,255
Accounts receivable 96,700 18,390
Prepaid expenses and other current assets 15,551 15,636
------------ ------------
Total current assets 200,807 174,281
NON-CURRENT ASSETS
Capitalized production costs 411,497 27,000
Fixed assets, net of accumulated depreciation 64,002 42,859
Intangible assets 6,505,732 6,505,732
Accumulated amortization of intangible assets (4,109,578) (4,049,578)
Other assets 24,160 4,500
------------ ------------
Total non-current assets 2,895,813 2,530,513
------------ ------------
TOTAL ASSETS $ 3,096,620 $ 2,704,794
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 135,227 $ 183,485
Accrued expenses 710,959 781,023
Notes payable including $2,492,840 due to shareholders 2,954,730 1,443,856
Deferred income 342,981 161,000
------------ ------------
TOTAL LIABILITIES 4,143,897 2,569,364
------------ ------------
MINORITY INTEREST -- --
SHAREHOLDERS' EQUITY (DEFICIT)
Series B Preferred Stock, par value $.0001,
68,406 shares authorized, 63,607 and
63,607 shares issued, respectively 6 6
Common Stock, par value $.0001, 15,000,000 shares
authorized, and 1,533,418 and 1,526,795 shares
issued, respectively 153 153
Additional paid in capital 17,265,985 17,110,401
Less: Note receivable on common stock (158,660) (157,220)
Deferred compensation (986,298) (1,001,066)
Accumulated deficit (17,168,463) (15,816,844)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (1,047,277) 135,430
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 3,096,620 $ 2,704,794
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
2
NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS
ENDED OCT. 31,
2003 2002
----------- -----------
REVENUES
Trademark $ 56,174 $ 72,274
Consumer products 505 1,915
Advertising and promotion revenues 216,250 --
----------- -----------
Total revenue $ 272,929 $ 74,189
----------- -----------
COSTS AND EXPENSES
Costs related to trademark revenue 5,714 5,432
Costs related to consumer products 4,421 9,537
Production Costs 378,724 163,639
Amortization of intangible assets 60,000 60,000
Selling, general & administrative expenses 1,004,377 823,834
Stock, warrants& options issued for services 170,351 630,388
----------- -----------
Total costs and expenses 1,623,587 1,692,830
----------- -----------
OPERATING LOSS (1,350,658) (1,618,641)
OTHER INCOME
Interest income 1,440 2,698
----------- -----------
Total other income 1,440 2,698
----------- -----------
LOSS BEFORE MINORITY INTEREST AND INCOME
TAXES (1,349,217) (1,615,943)
Minority interest in loss of consolidated subsidiary -- 37,283
Provision for income taxes 2,400 1,623
----------- -----------
NET LOSS ($1,351,618) ($1,580,283)
=========== ===========
Net loss per share - basic and diluted ($ 0.89) ($ 1.10)
=========== ===========
Weighted average number of common
shares - basic and diluted 1,527,095 1,437,473
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3
NATIONAL LAMPOON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED OCTOBER 31,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,351,618) ($1,580,283)
Adjustments to reconcile net loss to net cash
provided by/(used in) operating activities:
Depreciation and amortization 67,051 69,734
Other (1,440) (1,440)
Stock, warrants and options issued for services 170,351 630,388
Changes in assets and liabilities:
(Increase) in accounts receivable (78,310) (25,000)
(Increase) in prepaid expenses and other
current assets, and other assets (19,575) (10,290)
(Decrease) in accounts payable (48,258) (153,027)
(Decrease) in accrued expenses (70,064) (41,593)
Production costs (384,498) (18,667)
Increase in deferred revenues 181,981 --
Minority interest (37,283)
----------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN OPERATING ACTIVITIES (1,534,380) (1,167,461)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Burly Bear networks -- (200,000)
Acquisition of equipment (28,193) (6,518)
----------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES (28,193) (206,518)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Series B preferred stock issuance -- 430,000
Exercise of stock options -- 22,875
Increase in notes payable 1,510,874 --
----------- -----------
NET CASH AND CASH EQUIVALENTS
PROVIDED BY FINANCING ACTIVITIES 1,510,874 452,875
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (51,699) (921,104)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 140,255 1,024,207
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 88,556 $ 103,103
=========== ===========
Non cash investing and financing activities:
Shares and options issued for services $ 170,351 $ 0
=========== ===========
Burly Bear acquisition $ 0 $ 400,000
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
NATIONAL LAMPOON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. In the opinion of the
Company's management, all adjustments (consisting of normal recurring accruals)
necessary to present fairly the Company's financial position as of October 31,
2003, and the results of operations and cash flows for the three month periods
ended October 31, 2003 and 2002 have been included. These financial statements
should be read in conjunction with the financial statements and related
footnotes for the year ended July 31, 2003 included in the National Lampoon,
Inc. ("Company" or "Registrant") annual report on Form 10-K for that period.
The results of operations for the three month period ended October 31, 2003 are
not necessarily indicative of the results to be expected for the full fiscal
year. For further information, refer to the financial statements and related
footnotes included in the Company's annual report on Form 10-K for the year
ended July 31, 2003.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. Since the consummation of the Reorganization
Transactions disclosed in detail in the Company's annual report on Form 10-K for
the year ended July 31, 2002, the Company has initiated a number of new business
activities, and significantly increased the Company's overhead by the hiring of
new employees and consultants. To date, these operations have provided limited
operating revenue, and the Company has been relying on funding received from a
group headed by Daniel S. Laikin, Paul Skjodt and Timothy S. Durham, as more
fully more set forth in disclosures on the Form 10-K for the year ended July 31,
2003, in the form of securities purchased in connections with the Reorganization
Transactions, and subsequent investment by Messrs. Laikin and Durham (the "NLAG
Group") in the form of a loan, to fund operations. Since the consummation of the
Reorganization Transactions, in which the Company received $2,085,318,
subsequent warrant exercises have provided us with $1,305,000, although $200,000
of this amount was allocated for the Burly Bear transaction, and an additional
$2,978,000 from the NLAG Group in the form of a loan. The Company is negotiating
a series of agreements with Avalon Equity Partners, Golden International Group,
Tim Durham and Daniel Laikin, which are anticipated to close by the end of
December 2003 (the "December Anticipated Financing Transaction"). Pursuant to
the terms of the December Anticipated Financing Transaction, Avalon Equity
Partners, Golden International Group, Tim Durham and Daniel Laikin, will invest
approximately $8,500,000 (which includes approximately $3.0 million already
loaned to us by the NLAG Group) in a new series of convertible preferred stock.
Of these amounts, approximately $1.5 million will be paid to James P. Jimirro as
part of the Reorganization Transaction of May 17, 2002. The December Anticipated
Financing Transaction is subject to numerous closing conditions and no assurance
can be given that the December Anticipated Financing Transaction will be
consummated. The Company's financial statements for the fiscal year ended July
31, 2003 contain an explanatory paragraph as to the Company's ability to
continue as a going concern. This explanatory paragraph may impact the Company's
ability to obtain future financing.
5
NOTE B - EARNINGS PER SHARE
Diluted earnings per share amounts are calculated using the treasury method and
are based upon the weighted average number of common and common equivalent
shares outstanding during the period. Basic and diluted earnings per share are
the same as common equivalent shares have been excluded from the computation, as
they would have an anti-dilutive effect. Options and warrants to purchase
203,612 and 28,159 common shares are not included in the calculation of diluted
earnings per share during the three months ended October 31, 2003 and 2002
respectively because their inclusion would be anti-dilutive.
NOTE C - SEGMENT INFORMATION
The Company operates in three business segments: licensing and exploitation of
the "National Lampoon" trademark and related properties, operation of the
nationallampoon.com website and video distribution whose products are sold to
consumers, and television production and distribution to college campuses.
Segment operating income/(loss) excludes the amortization of intangible assets,
interest income, and income taxes. Selling, general and administrative expenses
not specifically attributable to any segment have been allocated equally between
the three segments. Summarized financial information for the three month periods
ended October 31, 2003 and 2002 concerning the Company's segments is as follows:
Trademark Internet Television Total
----------- ----------- ----------- -----------
Three Months Ended October 31, 2003
Segment revenue $ 56,000 $ 1,000 $ 216,000 $ 273,000
Segment operating (loss) ($ 216,000) ($ 340,000) ($ 737,000) ($1,293,000)
Three Months Ended October 31, 2002
Segment revenue $ 72,000 $ 2,000 -- $ 74,000
Segment operating(loss) ($ 710,000) ($ 611,000) ($ 202,000) ($1,523,000)
A reconciliation of segment operating loss to net income before income taxes for
the three month periods ended October 31, 2003 and 2002 is as follows:
FOR THE THREE MONTHS ENDED
OCT. 31, 2003 OCT. 31, 2002
------------- -------------
Total segment operating (loss) ($1,293,000) ($1,523,000)
Amortization of intangible assets 60,000 60,000
Interest income (1,000) (3,000)
----------- -----------
Net loss before income taxes ($1,352,000) ($1,580,000)
=========== ===========
6
NOTE D - LITIGATION
On August 18, 2003, a lawsuit was filed against us by Duncan Murray in Los
Angeles Superior Court, case number BC300908. Mr. Murray is claiming that he was
unjustly terminated and is owed severance. Mr. Murray is alleging 3 causes of
action: (i) breach of his employment agreement; (ii) wrongful termination of
employment and breach of implied contract; and (iii) retaliatory termination of
employment. On September 24, 2003, we filed an answer to the lawsuit. There is
an initial status conference scheduled for December 12, 2003. To date, both
parties have initiated discovery, although no depositions have as yet been
taken. The parties have agreed to mediate the matter in February 2004.
We believe the complaint to be totally without merit and intend to vigorously
contest the matter. At this time, the outcome of the matter cannot be determined
with any certainty. We have included $150,000 in accrued expenses in the
accompanying financial statements in estimation of likely future costs.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
We are negotiating a series of agreements with Avalon Equity Partners, Golden
International Group, Tim Durham and Daniel Laikin, which are anticipated to
close by the end of December 2003 (the "December Anticipated Financing
Transaction"). Pursuant to the terms of the December Anticipated Financing
Transaction, Avalon Equity Partners, Golden International Group, Tim Durham and
Daniel Laikin, will invest approximately $8,500,000 (which includes
approximately $3.0 million already loaned to us) in a new series of convertible
preferred stock. Of these amounts, approximately $1.5 million will be paid to
James P. Jimirro as part of the Reorganization Transaction of May 17, 2002. Upon
Mr. Jimirro's receiving payment he will vacate his offices with the Company, and
resign as president. Mr. Jimirro will retain his position as Chairman of the
Board and the composition of the board will not change until he receives another
$1 million, to be paid out over the subsequent 12-month period. The December
Anticipated Financing Transaction is subject to numerous closing conditions and
no assurance can be given that the December Anticipated Financing Transaction
will be consummated.
CRITICAL ACCOUNTING POLICIES
Management believes the following critical accounting policies, among others,
affect its more significant judgments and estimates used in preparation of its
consolidated financial statements.
Revenue Recognition. The Company's trademark licensing revenues are generally
recognized when received or when earned under the terms of the associated
agreement and when the collection of such revenue is reasonably assured.
Revenues from the sale of videocassettes and DVDs, net of estimated provisions
for returns (which are not material for any period presented) are recognized
when the units are shipped. Revenues from Internet operations are recognized
when earned under the terms of the associated agreement and the collection of
such revenue is reasonably assured. Revenues from advertising and promotion are
recognized when earned under the terms of the associated agreement or when the
advertisement has been broadcast and the collection of such revenues are
reasonably assured.
7
Production Costs. As provided by SOP 00-2, production costs are not capitalized
unless there are advertising agreements in place from which the production will
generate revenues. As a result, since there were limited advertising agreements
in place for particular programs, the production costs incurred by National
Lampoon Networks during the first quarter of fiscal 2004 were capitalized only
to the extent of the revenues generated by those agreements. The balance of the
production costs were expensed during the period.
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED OCTOBER 31, 2003 VS. THE THREE MONTHS ENDED OCTOBER 31,
2002
For the quarter ended October 31, 2003 trademark revenues were $56,174
compared to $72,274 for the quarter ended October 31, 2002, representing a
decrease of 22%. This decrease resulted primarily from the receipt in the prior
year of $25,000 for signing a letter of intent with a gaming company to produce
National Lampoon casino type slot machine games. First quarter fiscal 2003
consumer products revenues of $505 decreased by 74% over fiscal 2002 consumer
products revenues of $1,915. Decreased merchandise sales accounted for this
change. Advertising and promotion revenues of $216,250 for the quarter ended
October 31, 2003 were earned by National Lampoon Networks. There were no
corresponding advertising and promotion revenues for National Lampoon Networks
in the prior year, because National Lampoon Networks was acquired in September
of 2002 and had just begun activities by the end of the fiscal quarter. Of the
$216,250 in National Lampoon Networks revenues, approximately $124,000 were for
advertising spots on National Lampoon Networks programs, and $92,000 were for
promotional activities performed by National Lampoon Networks to promote third
party motion pictures.
Costs related to trademark revenue for the quarter ended October 31,
2003 increased to $5,714 from $5,432 during fiscal 2002 or 5%. The cost in both
years is primarily from third party royalties associated with certain trademark
revenues. Costs related to consumer products revenues were $4,421 during the
quarter ended October 31, 2003 versus $9,537 during the quarter ended October
31, 2002, representing a decrease of 54%. This decrease in costs was related to
the decrease in merchandise activities. Production costs of $378,724 in fiscal
2003 represents an increase of 131% over the $163,639 for the quarter ended
October 31, 2002. The production costs in the current fiscal year resulted from
the production of National Lampoon Networks programming. In accordance with SOP
00-2 production costs in excess of contracted advertising revenue has been
expensed as incurred. Costs in the prior year included two direct response
commercials, which cost $82,500 and National Lampoon Networks production of
television programs totaling $81,139 for the quarter.
Amortization of intangible assets, the costs of the Company's
acquisition of the "National Lampoon" trademark, was $60,000 during each of the
quarters ended October 31, 2003 and 2002. Selling, general and administrative
costs increased by $180,543 or 22% to $1,004,377 during the quarter ended
October 31, 2003 from $823,834 during the same period last year. This increase
resulted primarily from the increase of National Lampoon Networks costs because
in the prior fiscal year the National Lampoon Networks division was operational
for only approximately half of that quarter. National Lampoon Networks personnel
costs increased by approximately $120,000, and marketing and promotional costs
by $38,000 in fiscal 2003 over fiscal 2002. The Company also increased
operations during the current fiscal year, which resulted in personnel costs
increasing by approximately $97,000 in fiscal 2003 versus the same period in
fiscal 2002.
8
Stock, warrants, and options issued for services costs decreased by $460,037 to
$170,351 in the first quarter of fiscal 2004 from $630,388 in the prior fiscal
year, representing a decrease of 73%. In the prior year there were a number of
large warrant grants, versus several relatively small grants of options and
stock thus far in this fiscal year, that were issued for services.
Minority interest in loss of consolidated subsidiary of $37,283 for the
quarter ended October 31, 2002 represents a credit against 15% of the loss of
the wholly owned subsidiary, National Lampoon Networks ("NLN"), due to a third
party owning a 15% interest in NLN. The Company could not recognize a comparable
income in the current fiscal year, as the minority investors' share of the
losses has exceeded their original investment. Interest income during the
quarter ended October 31, 2003 decreased to $1,440 versus $2,698 during the
quarter ended October 31, 2002. This decrease resulted from a decrease in cash
and cash equivalents held during the quarter versus the same period last year.
For the three months ended October 31, 2003, the Company had a net loss
of $1,351,618 or $.89 per share versus a loss of $1,580,283, or $1.10 per share
for the quarter ended October 31, 2002. This decrease in the loss resulted
primarily from a decline in costs from stock, warrants, & options issued for
services. The increase in revenues in the current fiscal year was offset by an
increase in costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of working capital during the quarter
ended October 31, 2003 was from loans made by the NLAG Group. The Company's
management believes that the December Anticipated Financing Transaction along
with trademark and television revenues will fund its ongoing operations through
the end of the current fiscal year. We anticipate that any shortfall will be
covered by the NLAG Group and other investors.
For the three months ended October 31, 2003, the Company's net cash
flow used in its operating activities was $1,534,380 versus $1,148,794 during
the three months ended October 31, 2002. This increase is the use of cash
resulted primarily from an increase in production costs expended by the National
Lampoon Networks. At October 31, 2003, the Company had cash and cash equivalents
of $88,556 as compared to $140,255 at July 31, 2003.
Since the consummation of the Reorganization Transactions, we have
initiated a number of new business activities, including our August 2002
acquisition of substantially all the assets of Burly Bear, and significantly
increased our overhead by the hiring of new employees and consultants. To date,
these operations have provided de minimis operating revenue and we have been
relying on capital received from the NLAG Group in connection with the Series B
Units purchased in connections with the Reorganization Transactions and in
subsequent purchases pursuant to the Purchase Agreement to fund operations, as
well as loans made by the NLAG Group. Since the consummation of the
Reorganization Transactions, in which we received $2,085,718, subsequent
purchases of Series B Units have provided us with $2,615,000 through March 31,
2003, their expiration. In addition the Company has received loans totaling
$2,978,140 through December 6, 2003. Unless our revenues from new business
activities significantly increase in the near term, we will need to raise
additional capital to continue to fund our planned operations or, in the
alternative, significantly reduce or even eliminate certain operations. There
can be no assurance that we will be able to raise such capital on reasonable
terms, or at all. As of December 6, 2003 we had cash on hand of $163,677, an
amount which reflects an infusion of $66,500 loaned by the NLAG Group
immediately prior to such date, and no significant receivables. This amount is
not sufficient to fund current operations, which we estimate to be approximately
$475,000 per month. We anticipate that any shortfall will be covered by the sale
of additional equity, including the December Anticipated Financing Transaction,
and the exercise of warrants held by the NLAG Group and other investors. If the
NLAG Group declines to make additional investments, or should we be unable to
secure additional financing, we could be forced to immediately curtail much, if
not all, of our current plans. Our financial statements for the fiscal year
ended July 31, 2003 contain an explanatory paragraph as to our ability to
continue as a going concern. This explanatory paragraph may impact our ability
to obtain future financing.
9
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
NONE.
ITEM 4 - CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is accumulated and communicated
to management in a timely manner. The Company's Chief Executive Officer and
Chief Financial Officer have evaluated this system of disclosure controls and
procedures as of the end of the period covered by this quarterly report, and
believe that the system is operating effectively to ensure appropriate
disclosure. There have been no changes in the Company's internal control over
financial reporting during the most recent fiscal year that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
FORWARD-LOOKING STATEMENTS
The foregoing discussion, as well as the other sections of this
Quarterly Report on Form 10-Q, contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that reflect the
Company's current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors that
could affect forward-looking statements include, among other things, the
Company's ability to identify, produce and complete projects that are successful
in the marketplace, to resolve litigation on acceptable terms, to arrange
financing, distribution and promotion for these projects on favorable terms in
various markets and to attract and retain qualified personnel.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On August 18, 2003, a lawsuit was filed against us by Duncan Murray in Los
Angeles Superior Court, case number BC300908. Mr. Murray is claiming that he was
unjustly terminated and is owed severance. Mr. Murray is alleging 3 causes of
action: (i) breach of his employment agreement; (ii) wrongful termination of
employment and breach of implied contract; and (iii) retaliatory termination of
employment. On September 24, 2003, we filed an answer to the lawsuit. There is
an initial status conference scheduled for December 12, 2003. To date, both
parties have initiated discovery, although no depositions have as yet been
taken. The parties have agreed to mediate the matter in February 2004.
We believe the complaint to be totally without merit and intend to vigorously
contest the matter. At this time, the outcome of the matter cannot be determined
with any certainty.
10
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
3.1 Company's Second Amended and Restated Articles of Incorporation (1)
3.2 Company's Amended and Restated Bylaws (1)
4.1 NLAG Registration Rights Agreement, dated May 17, 2002, among the
Company, the members of the NLAG Group, and GTH Capital, Inc. (1)
4.2 Jimirro Registration Rights Agreement, dated May 17, 2002, between
the Company and James P. Jimirro (1)
4.3 Amended and Restated 1999 Stock Option, Deferred Stock and
Restricted Stock Plan (2)
4.4 Piggyback Registration Rights Agreement, dated September 3, 2002 (5)
10.1 First Amendment to Preferred Stock and Warrant Purchase Agreement,
dated as of May 17, 2002 (1)
10.2 2002 Employment Agreement Between J2 Communications and James P.
Jimirro, dated May 17, 2002 (1)
10.3 Note Termination Agreement, dated May 17, 2002, between the Company
and James P. Jimirro (1)
10.4 Security Agreement, dated May 17, 2002, between the Company and
James P. Jimirro (1)
10.5 Absolute Assignment, dated May 17, 2002, between the Company and
James P. Jimirro (1)
10.6 Termination of Stock Appreciation Rights Agreement, dated May 17,
2002, between the Company and James P. Jimirro (1)
10.7 Mutual Release, dated May 17, 2002, among the Company, James P.
Jimirro and the members of the NLAG Group (1)
10.8 Restated Indemnification Agreement, dated May 17, 2002, between the
Company and James P. Jimirro (1)
10.9 2002 Employment Agreement Between J2 Communications and Daniel S.
Laikin, dated May 17, 2002 (1)
10.10 Non-Qualified Stock Option Agreement, dated May 17, 2002, between
the Company and Daniel S. Laikin (1)
10.11 Indemnification Agreement, dated May 17, 2002, between the Company
and Daniel S. Laikin. (2)
10.12 Letter, dated May 17, 2002, regarding Termination of Surviving
Provisions of Letter Agreement, from the Company to Daniel S.
Laikin and Paul Skjodt (1)
10.13 Warrant Agreement, dated May 17, 2002, between the Company and GTH
Capital, Inc (1)
10.14 Voting Agreement, dated May 17, 2002, among each of the members of
the NLAG Group and James P. Jimirro (1)
10.15 Promissory Notes issued May 17, 2002, by the Company to law firms (1)
10.16 Form of Common Stock Warrant (including Schedule identifying material terms (1)
10.17 Agreement between Registrant and Harvard Lampoon, Inc. dated October 1, 1998 (3)
10.18 First Amendment to Office Lease between Registrant and Avco Center
Corporation dated April 21, 2000 (4)
10.19 Letter Agreement between Registrant and Batchelder Partners, Inc.,
dated August 16, 2000 (4)
10.20 Amendment to Letter Agreement between Registrant and Batchelder
Partners, Inc. dated August 16, 2000 (4)
10.21 Warrant Issued by Registrant to George Vandemann dated August 18, 2000 (4)
10.22 Asset Purchase Agreement dated August 30, 2002 between National
Lampoon Networks, Inc., Burly Bear Network, Inc., Constellation
Venture Capital, L.P. and J2 Communications (5)
10.23 Consulting Agreement with Zelnick Media and related Warrant Agreements (6)
10.24 Advisory Agreement with SBI USA and related Warrant Agreement (6)
10.25 Lease for New York office space (7)
10.26 2003 Employment Agreement between the Company and Douglas Bennett (7)
21 Subsidiaries of Registrant (7)
31.1 Certification pursuant to Section 302 of Sarbanes-Oxley - James P.
Jimirro
31.2 Certification pursuant to Section 302 of Sarbanes-Oxley - James Toll
32 Certification pursuant to Section 906 of Sarbanes-Oxley - James P.
Jimirro and James Toll
(1) Incorporated by reference to Form 8-K filed on May 31, 2002.
(2) Incorporated by reference to Form S-8 filed on June 26, 2002.
(3) Incorporated by reference to Form 10-Q for the period ended October 31, 1998
(4) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1999.
(5) Incorporated by referenced to Form 8-K filed on September 9, 2002.
(6) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
2002.
(7) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
2003.
(8) Filed herewith.
(B) REPORTS ON FORM 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 15, 2003 NATIONAL LAMPOON, INC.
By: /s/James Toll
--------------------------
James Toll
Chief Financial Officer
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