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 fiscal quarter ended: June 30, 2003
Commission file number: 33-42498
SUN NETWORK GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 65-024624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1440 CORAL RIDGE DR., SUITE 140
CORAL SPRINGS, FLORIDA 33071
(Address of principal executive offices)
(Zip code)
(954) 360-4080
(Registrant's telephone number, including area code)
Indicate by check mark whether 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
----- -----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of August 1, 2003: 28,448,487 shares of common stock, $.001 par
value per share.
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2003
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets
June 30, 2003 (Unaudited) and December 31, 2002....................3
Consolidated Statements of Operations (Unaudited)
For the Three and Six Months Ended June 30, 2003 and 2002..........4
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2003 and 2002....................5
Notes to Consolidated Financial Statements (Unaudited)............ 6-11
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations..................12-15
Item 3 - Control and Procedures......................................16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings...........................................16
Item 2 - Changes in Securities and Use of Proceeds...................16
Item 4 - Submission of Matters to a Vote of Security Holders.........16
Item 6 - Exhibits and Reports on Form 8-K............................16
Signatures....................................................................17
-2-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2003 2002
----------- -----------
(Unaudited)
Assets
Current assets:
Cash ............................................ $ 5,417 $ 81,751
Due from joint venture partner, net ............. - 50,000
Deferred debt issuance cost, net ................ - 10,000
Prepaids ........................................ 54,000 20,910
----------- -----------
Total current assets .................... 59,417 162,661
----------- -----------
Other assets:
Radio programs, net ............................. 2,794 10,192
----------- -----------
Total other assets ........................ 2,794 10,192
----------- -----------
Total assets .............................. $ 62,211 $ 172,853
=========== ===========
Liabilities and Stockholders' Deficit
Current liabilities:
Convertible debentures, net of discount ......... $ 500,000 $ 487,226
Accounts payable ................................ 38,669 16,961
Accrued interest ................................ 57,207 28,053
Accrued penalty ................................. 290,975 31,233
Accrued compensation, related party ............. 118,250 58,750
Due to officer .................................. 5,241 3,242
----------- -----------
Total current liabilities ................. 1,010,342 625,465
----------- -----------
Minority interest .................................. 39,524 43,224
----------- -----------
Stockholders' deficit:
Preferred stock ($0.001 par value;
10,000,000 authorized shares; no shares
issued and outstanding at June 30, 2003 and
December 31, 2002, respectively) .............. - -
Common stock ($0.001 par value;
100,000,000 authorized shares; 28,448,487 and
22,448,487 shares issued and outstanding at
June 30, 2003 and December 31, 2002,
respectively) ................................ 28,448 22,448
Common stock issuable (5,000,000 shares at
December 31, 2002) ............................ - 5,000
Additional paid-in capital ...................... 1,325,541 1,290,041
Accumulated deficit ............................. (2,341,644) (1,813,325)
----------- -----------
Total stockholders' deficit ............... (987,655) (495,836)
----------- -----------
Total liabilities and stockholders' deficit $ 62,211 $ 172,853
=========== ===========
See accompanying notes to consolidated financial statements.
-3-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUES ............................. $ 32,110 $ - $ 33,229 $ -
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Compensation ..................... 37,500 40,655 78,486 81,016
Amortization ..................... 3,699 - 7,398 -
Bad debt ......................... 1,645 - 3,273 -
Consulting ....................... 5,324 119,100 13,129 119,100
Debenture penalty ................ 230,153 - 259,742 -
Debt issuance cost amortization .. 5,000 - 10,000 -
Impairment loss .................. - - 20,910 -
Professional fees ................ 18,066 12,074 49,509 13,624
Other selling, general and
administrative ................. 34,134 23,534 59,712 31,661
------------ ------------ ------------ ------------
Total Operating Expenses ..... 335,521 195,363 502,159 245,401
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS ................. (303,411) (195,363) (468,930) (245,401)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES):
Settlement expense ............... - - (36,500) -
Interest expense ................. (21,347) (240,570) (41,928) (240,570)
Recovery of bad debt ............. 4,777 - 12,066 -
Interest income .................. 1,645 - 3,273 -
------------ ------------ ------------ ------------
Total Other Expenses ......... (14,925) (240,570) (63,089) (240,570)
------------ ------------ ------------ ------------
LOSS BEFORE MINORITY INTEREST ........ (318,336) (435,933) (532,019) (485,971)
MINORITY INTEREST IN SUBSIDIARY LOSS . 1,850 - 3,700 -
------------ ------------ ------------ ------------
NET LOSS ............................. $ (316,486) $ (435,933) $ (528,319) $ (485,971)
============ ============ ============ ============
EARNING (LOSS) PER SHARE:
Net Loss Per Common Share
- Basic and Diluted ............ $ (0.01) $ (0.02) $ (0.02) $ (0.02)
============ ============ ============ ============
Weighted Common Shares Outstanding
- Basic and Diluted ............ 28,448,487 22,045,190 28,249,592 21,860,456
============ ============ ============ ============
See accompanying note to consolidated financial statements.
-4-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended June 30,
---------------------
2003 2002
--------- ---------
Cash flows from operating activities:
Net loss ............................................. $(528,319) $(485,971)
--------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization expense ............................. 7,398 -
Bad debt expense ................................. 3,273 -
Impairment loss .................................. 20,910 -
Amortization of deferred debt issuance costs ..... 10,000 -
Amortization of debt discounts to interest expense 12,774 -
Stock based consulting expense ................... 36,500 84,000
Interest expense ................................. - 240,570
Allocation of loss to minority interest .......... (3,700) -
(Increase) decrease in:
Interest receivable .......................... (3,273) -
Prepaids ..................................... (54,000) -
Increase (decrease) in:
Accounts payable ............................. 21,708 1,581
Accrued expenses ............................. 29,154 -
Accrued penalties ............................ 259,742 -
Accrued compensation, related party .......... 59,500 75,000
--------- ---------
Net cash used in operating activities ..................... (128,333) (84,820)
--------- ---------
Cash flows from financing activities:
Equity proceeds from stockholders .................... - 82,390
Loan proceeds from stockholders ...................... - 20,442
Proceeds from convertible debt ....................... - 250,000
Deferred debt issuance costs ......................... - (20,000)
Proceed from loan from joint venture partner ......... 50,000 -
Proceeds from (payments on) loans from officer ....... 1,999 (29,263)
--------- ---------
Net cash provided by financing activities ................. 51,999 303,569
--------- ---------
Net (decrease) increase in cash ........................... (76,334) 218,749
Cash at beginning of period ............................... 81,751 5,321
--------- ---------
Cash at end of period ..................................... $ 5,417 $ 224,070
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ............................................. $ - $ -
========= =========
Income Taxes ......................................... $ - $ -
========= =========
See accompanying notes to consolidated financial statements.
-5-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Organization
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). The accompanying consolidated
financial statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the consolidated
financial position and consolidated operating results for the periods presented.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements of Sun Network Group, Inc. for the year ended
December 31, 2002, 2001 and 2000 and notes thereto contained in the Report on
Form 10-K for the year ended December 31, 2002 as filed with the SEC . The
results of operations for the six months ended June 30, 2003 are not necessarily
indicative of the results for the full fiscal year ending December 31, 2003.
Sun Network Group, Inc. was incorporated under the laws of Florida on May 9,
1990 and was inactive for several years.
On September 5, 2002, the Company formed a general partnership with one other
partner. The partnership, Radio X Network ("Radio X"), was formed to
independently create, produce, distribute, and syndicate radio programs. The
Company offers radio programs to radio stations in exchange for advertising time
on those stations, which the Company then sells to advertisers. This is known in
the media industry as "barter syndication." In return for providing the radio
stations with programming content, the Company receives advertising minutes,
which the Company then sells to advertisers. The amount of advertising minutes
received is based on several factors, including the type and length of the
programming and the audience size of the radio station affiliate. In some
instances, the Company may also receive a monthly license fee in addition to or
in lieu of the commercial inventory and may derive revenues from sponsorship and
merchandising. Sun Network Group, Inc. acts as a holding company for Radio X and
RadioTV Network, Inc. RadioTV Network Inc. is developing a business to produce
and broadcast television versions of top rated radio programs.
Principles of Consolidation
The consolidated financial statements include the accounts of Sun Network Group,
Inc., its wholly owned subsidiary, RadioTV Network, Inc., and its controlled
subsidiary Radio X. All significant intercompany accounts and transactions have
been eliminated in consolidation.
Revenue Recognition
The Company accounts for revenues from its Radio TV Network, Inc operations in
accordance with the AICPA Accounting Standards Executive Committee Statement of
Position No. 00-2, "Accounting by Producers or Distributors of Films" ("SOP
00-2").
The Company produced in the past and may again in the future, episodic
television series and generates revenues from the sale of broadcast licenses.
The terms of the licensing arrangement may vary significantly from contract to
contract and may include fixed fees, variable fees with or without nonrefundable
minimum guarantees, or barter arrangements.
-6-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Revenue Recognition (Continued)
The Company recognizes monetary revenues when evidence of a sale or licensing
arrangement exists, the license period has begun, delivery of the film to the
licensee has occurred or the film is available for immediate and unconditional
delivery, the arrangement fee is fixed or determinable, and collection of the
arrangement fee is reasonably assured. The Company recognizes only the net
revenue due to the Company pursuant to the formulas or amounts stipulated in the
customer contracts.
The Company recognizes revenues from barter arrangements in accordance with the
Accounting Principles Board Opinion No. 29 "Accounting for Non-Monetary
Exchanges," ("APB 29") as interpreted by EITF No. 93-11 "Accounting for Barter
Transactions Involving Barter Credits." In general, APB 29 and it related
interpretation require barter revenue to be recorded at the fair market value of
what is received or what is surrendered, whichever is more clearly evident.
The Company recognizes revenues from the sale of radio program advertising in
its Radio X Network operations when the fee is determinable and after the
commercial advertisements are broadcast. Any amounts received from customers for
radio advertisements that have not been broadcast during the period are recorded
as deferred revenues until such time as the advertisement is broadcast.
The Company recognizes radio program license fee revenues when evidence of a
licensing arrangement exists, the license period has begun, delivery of the
program to the licensee has occurred or is available for immediate and
unconditional delivery, the arrangement fee is fixed or determinable, and
collection of the arrangement fee is reasonably assured.
NOTE 2 - CONVERTIBLE DEBENTURES AND WARRANTS AND DEFAULT
On June 27, 2002, the Company entered into a Securities Purchase Agreement to
Issue and sell 12% convertible debentures, in the aggregate amount of $750,000,
convertible into shares of common stock, of the Company. The Company is
permitted to use the proceeds to make one or more loans for a legitimate
business purpose, which such loans, in the aggregate, may not exceed $100,000.
As of June 27, 2002, $250,000 in convertible debentures were issued to various
parties. The holders of this debt have the right to convert all or any amount of
this debenture into fully paid and non-assessable shares of common stock at the
conversion price with the limitation that any debenture holder may not convert
any amount of the debentures if after conversion that debenture holder would
beneficially hold more than 4.9% of the total outstanding common stock of the
Company. However, any debenture holder may waive this limitation provision with
61 days written notice to the Company. The conversion price generally is the
lesser of (a) 50% of the market value of the common stock as defined in the
debenture or (b) $0.15. Interest is payable either quarterly or at the
conversion date at the option of the holder. The convertible debentures mature
on June 27, 2003, and are secured by substantially all present and future assets
of the Company. (see default discussion below)
-7-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(UNAUDITED)
NOTE 2 - CONVERTIBLE DEBENTURES AND WARRANTS (CONTINUED)
In 2002, the Company paid $20,000 of legal fees related to the debenture
issuances and recorded these fees as a deferred debt issuance cost asset to be
amortized over the one-year term of the debentures. Amortization of the deferred
debt issuance cost included in general and administrative was $10,000 for the
six months ended June 30, 2003.
In connection with the convertible debentures issued, warrants to purchase
250,000 common shares were issued to the holders at an exercise price per share
of $0.15. The warrants are exercisable immediately and through the third
anniversary of the date of issuance. These warrants were treated as a discount
on the convertible debenture and in 2002 were valued at $9,430 under SFAS No.
123 using the Black-Scholes option-pricing model.
On August 8, 2002, an additional $250,000 of convertible debentures and warrants
to purchase 250,000 common shares were purchased from the Company for $250,000
with the terms similar to that described above and maturing on August 8, 2003
The warrants were treated as a discount on these convertible debentures and in
2002 were valued at $14,775 computed using the Black-Scholes option-pricing
model.
The discount on the convertible debentures is amortized to interest expense over
the term of the debentures starting on July 1, 2002. Amortization included in
interest expense for the six months ended June 30, 2003 was $12,774.
If the registration statement relating to the debentures is not declared
effective with in 90 days of June 27, 2002 or loses quotation in the NASD OTCBB
the Company is obligated to pay a fee to the debenture holders equal to 2% per
month on the principal balance outstanding. As of June 30, 2003, the
registration statement was not effective and accordingly, the Company has
recorded $59,507 in penalty fee expenses for the six months ended June 30, 2003
resulting in a total accrued penalty related to this penalty of $90,740 at June
30, 2003.
Under the debenture, the Company incurs a liquidated damages penalty for not
having enough authorized shares to allow for the issuance of all dilutive
securities based on a formula as stipulated in the Debenture agreement. The
penalty rate is computed as 3% of the outstanding debenture balance per month
which computes to $15,000 per month. The accrued penalty through June 30, 2003
amounted to $116,137. Although the Company authorized the increase of its
authorized share sto 200,000,000 in May 2003, this increase was not sufficient
to satisfy the required authorized shares pursuant to the Debenture Agreement
and therefore the penalty has been accrued through June 30, 2003.
On June 28, 2003 (the "Default Date") the Company defaulted on its maturity date
payment on $250,000 of debentures. A default penalty is computed under the terms
of the debenture as $84,098 and has been charged to operations on the Default
Date and included in accrued penalty at June 30, 2003.
The convertible debenture liability is as follows at June 30, 2003:
Convertible debenture $ 500,000
Less: unamortized discount on debenture -
------------
Convertible debenture, net $ 500,000
============
Accrued interest at June 30, 2003 was $57,207.
-8-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(UNAUDITED)
NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has recently issued several new
accounting pronouncements:
Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 did not have a material
impact on the Company's financial position, results of operations or liquidity.
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of December 31, 2002 did not have a material impact on the
Company's financial condition or results of operations.
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 did not have a material effect on the
earnings or financial position of the Company.
-9-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(UNAUDITED)
NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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 consolidated 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 consolidated balance sheet and results of operations.
NOTE 4 - STOCKHOLDERS' DEFICIT
Preferred Stock
On June 5, 2003, the Company's Board of Directors authorized 10,000,000 shares
of preferred stock, par value $0.001. Such preferred stock, or any series
thereof, shall have such designations, preferences, participating, optional or
other annual rights and qualifications, limitations or restrictions adopted by
the Company's Board of Directors.
Common Stock
In January 2003, 5,000,000 shares previously issuable were issued.
On February 4, 2003, the Company settled a lawsuit by issuing 1,000,000 common
shares and $6,500 in cash. The shares were valued at the quoted trading price of
$0.03 per share on the settlement date resulting in a total settlement expense
of $36,500.
On June 5, 2003, with the approval of the Company's Board of Directors, the
authorized number of common shares, $0.001 par value, issuable by the Company
was increased from 100,000,000 to 200,000,000.
NOTE 5 - IMPAIRMENT LOSS
The Company received certain capital stock of a private German company in
exchange for a prepaid expense of $20,910 that was recorded at December 31,
2002. As the valuation of the capital stock received could not be supported
based on valuation or other objective data, the Company has elected the
conservatively impair this asset for accounting purposes. Accordingly, the
Company recorded an impairment loss of $20,910 for the six months ended June 30,
2003.
NOTE 6 - COMMITMENTS
On February 21, 2003 the Company executed a Production and Studio Facility
Agreement (the "Agreement") whereby the Company will pay a vendor to construct a
production facility and provide certain initial stipulated production services
relating to a television program for which the Company has exclusive rights.
Production is to commence no later than October 1, 2003.
The total consideration to be paid by the Company is $162,000. The Company paid
$54,000 upon execution of the agreement and became committed to pay the next
$54,000 on August 1, 2003. Another $54,000 will be due when the studio
construction is completed. As of the date of this report, the $54,000 due on
August 1, 2003 has not been paid. As contingent consideration, the Company will
pay 5% of all "net receipts" as defined in the Agreement
The Company may terminate the agreement after July 1, 2003 and received as a
refund any unused portion of the consideration advanced plus $10,000.
-10-
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(UNAUDITED)
NOTE 7 - REPORTABLE SEGMENTS
There were no reportable segments for the six months ended June 30, 2002.
At June 30, 2003, the Company had two reportable segments: Network TV and
Network Radio. The Company's reportable segments have been determined in
accordance with the Company's internal management structure. The following table
sets forth the Company's financial results by operating segments:
June 30, 2003 Network TV Network Radio Total
---------------------------------- ---------- ------------ ---------
Assets ........................... $ 59,417 $ 2,794 $ 62,211
--------- -------- ---------
Revenues ......................... $ 30,000 3,229 $ 33,229
Amortization ..................... - (7,398) (7,398)
Other operating expenses ......... (479,466) (15,295) (494,761)
Interest income .................. 3,273 - 3,273
Interest expense ................. (41,928) - (41,928)
Settlement expense ............... (36,500) - (36,500)
Recovery of bad debt ............. - 12,066 12,066
Minority interest in
subsidiary losses .............. - 3,700 3,700
--------- -------- ---------
Segment loss ..................... $(524,621) $ (3,698) $(528,319)
========= ======== =========
NOTE 8 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $2,341,644 and a working capital deficit of
$950,925 at June 30, 2003, and cash used in operations in for the six months
ended June 30, 2003 of $128,333. In addition, revenues were nominal.
In 2002, the Company received $500,000 in funding and a commitment for an
additional $250,000 which should be available once the Company's Form SB-2
becomes effective. In addition, management has implemented revenue producing
programs in its new subsidiary, Radio X Network, which have started to generate
revenues.
Management expects operations to generate negative cash flow at least through
December 2003 and the Company does not have existing capital resources or credit
lines available that are sufficient to fund operations and capital requirements
as presently planned over the next twelve months. The Company's ability to raise
capital to fund operations is further constrained because they have already
pledged substantially all of their assets and have restrictions on the issuance
of the common stock.
The Company expects to generate substantially all revenues in the future from
sales of Radio X Network programs. However, the Company's limited financial
resources have prevented the Company from aggressively advertising its product
to achieve consumer recognition.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan and generate revenues.
The consolidated financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern. Management
believes that the actions presently being taken to further implement its
business plan and generate additional revenues provide the opportunity for the
Company to continue as a going concern.
-11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company acquired all of the assets of RadioTV Network, Inc ("RTV") on July
16, 2001 in a transaction treated as a recapitalization of RTV. RTV has been
developing and operating, for the past few years, a new television network that
produced and distributed TV adaptations of top rated radio programs and also
produces and distributes radio programs through a partnership with an
established radio network.
RECENT DEVELOPMENTS
On June 27, 2002 the Company entered into agreement with four (4) institutional
investors to provide the Company $750,000 in capital through a Secured
Convertible Debenture Offering ("Debenture"). The Company has filed and
withdrawn a SB-2 Registration Statement and, subsequently, a SB-2/A amended
Registration Statement and a new SB-2 Registration Statement in connection with
the Debenture.
On June 28, 2002 the Company entered into an Option Agreement and Plan of Merger
("Agreement") to acquire all of the assets of Live Media Enterprises, Inc
("Live"), a west coast based independent producer of consumer lifestyle events.
On September 3, 2002 the Company elected to terminate the Agreement with Live
and will not proceed with the acquisition even on modified terms. In connection
with the Agreements the Company has loaned Live the sum of $56,000. This loan is
documented in two Promissory Notes and is collateralized by substantially all of
the assets of Live and personally guaranteed by Live's principal shareholder and
officer. The Company is presently attempting to collect its debts from Live in
the Los Angeles Superior Court.
On September 5, 2002, the Company entered into agreement with Sports Byline USA,
L.P. to own and operate a new, national radio network, Radio X. Radio X intends
to develop, produce, license, broadcast and distribute radio programs, targeted
to young males that will be distributed via traditional terrestrial stations,
via satellite and over the Internet. The Company has contributed the sum of
$100,000 to this business plus certain management services. Our partnership
interest is 50%, however, we have an overriding voting control over all matters
of the partnership. Radio X currently has three radio programs in distribution.
The Company intends to use the net proceeds from the Debenture to develop,
operate and expand the businesses of RTV and Radio X and to continue to seek
other opportunities for the Company. The Company believes that upon completing
the Debenture financing it will have sufficient capital to operate through the
end of 2003. The Company will, however, continue to seek additional capital to
fund further development, expansion and operation of its businesses. Upon
conversion of the Debentures into the Company common stock there will be
substantial shareholder dilution.
RESULTS OF OPERATIONS
Six months ended June 30, 2003 compared to the six months ended June 30, 2002
REVENUES
Revenues for the six months ended June 30, 2003 were $33,229 as compared to
revenues for the six months ended June 30, 2002 of $0. Of the $33,229 of
revenue, $30,000 was derived from video production and $3,229 revenues were
derived from the new consolidated subsidiary, Radio X Network during its initial
months of operation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
OPERATING EXPENSES
Compensation was $78,486 for the six months ended June 30, 2003 compared to
$81,016 for the comparable period in 2002. Compensation relates solely to
compensation under our employment agreement with our president.
Amortization of radio programs of $7,398 for the six months ended June 30, 2003
results from amortizing the radio programs intangible assets that resulted from
the investment by our subsidiary, RadioTV Network, Inc, in the Radio X Network.
The intangible asset is being amortized using the straight-line method over the
expected useful life of the program of one year. There was no asset being
amortized in the comparable period in 2002 as the investment was made in
September 2002.
Consulting expense for the six months ended June 30, 2003 was $13,129 compared
to $119,100 for the six months ended June 30, 2002.
The Debenture penalty of $259,742 for the six months ended June 30, 2003
represents the accrued penalty under the provisions of the Convertible
Debentures. The penalties relate to the deadlines associated with the Company
filing a Registration Statement in connection with the Convertible Debentures
and liquidated damages penalty for not having enough authorized shares to allow
for the issuance of all dilutive securities based on a formula as stipulated in
the Debenture agreement and a default penalty of $84,098 on the June 28, 2003
maturity of $250,000 of debentures
For the six months ended June 30, 2003, the Company had an impairment loss of
$20,910 as compared to $0 for the six months ended June 30, 2002. The impairment
relates to certain capital stock received in a German private company in lieu of
a refund of a prepaid expense paid to a service provider. Since there was no
objective valuation data supporting the value of the capital stock received, the
Company elected to impair this asset.
Professional fees for the six months ended June 30, 2003 were $49,509 compared
to $13,624 for the six months ended June 30, 2002. The increase is primarily
related to accounting and legal, audit and registration statement related
services regarding our filing a SB-2 and our quarterly and annual reports.
Other selling, general and administrative expenses were $59,712 for the six
months ended June 30, 2003 compared to $31,661 for the six months ended June 30,
2002. The increase in expenses is primarily due to travel of $26,498, talent
costs in Radio X of $5,900, insurance of $5,448, telephone of $3,832 and other
miscellaneous operating expenses.
Interest expense was $41,928 for the six months ended June 30, 2003 compared to
$240,570 for the six months ended June 30, 2002. Interest expense for the six
months ended June 30, 2003 is attributed to the Convertible Debenture offering
and includes accrued interest of the Convertible Debentures and amortization of
the debt discount. For the six months ended June 30, 2002, $240,520 of interest
expense was recognized relating to an imbedded beneficial conversion feature on
the convertible debentures.
On February 4, 2003, the Company settled a lawsuit by issuing 1,000,000 common
shares and $6,500 in cash. The shares were valued at the quoted trading price of
$0.03 per share on the settlement date resulting in a total settlement expense
of $36,500.
As a result of these factors, we reported a net loss of $528,319 or $(.02) per
share for the six months ended June 30, 2003 as compared to a net loss of
$485,971 or ($.02) per share for the six months ended June 30, 2002.
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LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2003, we had a stockholders' deficit of $2,341,644. Our operations
have been funded by an equity investor in our common stock where we issued
183,088 common shares for $82,390 cash during 2002 and by the sale of
convertible debentures of $500,000 through June 30, 2003. These funds were used
primarily for working capital, capital expenditures, advances to third parties
in anticipation of entering into a merger or acquisition agreement and to pay
down certain related party loans. The cash balance at June 30, 2003 was $5,417
and we will have to minimize operations until we receive additional cash flows
from our businesses or complete our Debenture financing.
We have no other material commitments for capital expenditures except for the
anticipated launch of a RadioTV Network program in 2003. We expect an additional
$250,000 in convertible debenture financing upon effectiveness of our
registration statement. We may also receive financing from the exercise of
500,000 outstanding warrants, which would provide maximum funds of $75,000.
Other than several thousand dollars to be generated from our advertising sales
from the broadcast of our initial program on the Radio X Network, debenture
proceeds and warrant exercise proceeds we have no external sources of liquidity.
Although we believe we will have sufficient capital to fund our anticipated
operations through fiscal 2003, we are not currently generating meaningful
revenues and, unless we raise additional capital, we may not be able to continue
operating beyond fiscal 2003.
Net cash used in operations during the six months ended June 30, 2003 was
$128,333 and was substantially attributable to net loss of $528,318 offset
primarily by non-cash stock based expenses of $36,500, impairment loss of
$20,910, non-cash debt discount amortization of $12,774, amortization of
deferred debt issuance costs of $10,000, net changes in operating assets and
liabilities of $312,831. In the comparable period of 2001 we had net cash used
in operations of $16,289 primarily relating to the net loss of $50,038 primarily
offset by a change in accrued compensation of $37,500.
Net cash provided by financing activities for the six months ended June 30, 2003
was $51,999 as compared to net cash provided by financing activities of $303,569
for the six months ended June 30, 2002. During the six months ended June 30,
2003, we received proceeds from a loan from our joint venture partner of $50,000
and a loan from an officer of $1,999. The loan from our joint venture partner
came from funds held by that partner and due to our controlled subsidiary, Radio
X. In the comparable period of 2002, we received a loan from stockholder of
$20,442, equity proceeds from stockholders of $82,390, net proceeds from
convertible debt of $230,000 offset by payment on loans to officers of $29,263.
For the fiscal year ended December 31, 2002, our auditors have issued a going
concern opinion in connection with their audit of the Company's financial
statements. These conditions raise substantial doubt about our ability to
continue as a going concern if sufficient additional funding is not acquired or
alternative sources of capital developed to meet our working capital needs.
CRITICAL ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 1 to the
audited financial statements included in our Annual Report on Form 10-K, as
amended, for the year ended December 31, 2002 as filed with the United States
Securities and Exchange Commission. We believe that the application of these
policies on a consistent basis enables us to provide useful and reliable
financial information about our operating results and financial condition.
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ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from those estimates.
REVENUE RECOGNITION
We account for film revenues in accordance with the AICPA Accounting Standards
Executive Committee Statement of Position No. 00-2, "Accounting by Producers or
Distributors of Films" ("SOP 00-2").
We generally produce episodic television series and radio programs and generate
revenues from advertising sales and the sale of broadcast licenses. Advertising
revenues can vary significantly subject to a program's popularity and
distribution and general supply and demand and the terms of the licensing
arrangements may vary significantly from contract to contract and may include
fixed fees, variable fees with or without nonrefundable minimum guarantees, or
barter arrangements.
We recognize monetary revenues when evidence of a sale or licensing arrangement
exists, the license period has begun, delivery of the film to the licensee has
occurred or the film is available for immediate and unconditional delivery, the
arrangement fee is fixed or determinable, and collection of the arrangement fee
is reasonably assured. The Company recognizes only the net revenue due to the
Company pursuant to the formulas or amounts stipulated in the customer
contracts.
We recognize revenues from barter arrangements in accordance with the Accounting
Principles Board Opinion No. 29 "Accounting for Non-Monetary Exchanges," ("APB
29") as interpreted by EITF No. 93-11 "Accounting for Barter transactions
Involving Barter Credits." In general, APB 29 and it related interpretation
require barter revenue to be recorded at the fair market value of what is
received or what is surrendered, whichever is more clearly evident. We recognize
revenues from the sale of radio program advertising when the fee is determinable
and after the commercial advertisements are broadcast. Any amounts received from
customers for radio advertisements that have not been broadcast during the
period are recorded as deferred revenues until such time as the advertisement is
broadcast. We recognize radio program license fee revenues when evidence of a
licensing arrangement exists, the license period has begun, delivery of the
program to the licensee has occurred or is available for immediate and
unconditional delivery, the arrangement fee is fixed or determinable, and
collection of the arrangement fee is reasonably assured.
STOCK BASED COMPENSATION
We account for stock transactions with employees in accordance with APB Opinion
No. 25, "Accounting for Stock Issued to Employees." In accordance with Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," we adopted the pro forma disclosure requirements of
SFAS 123. We account for stock issued to non-employees in accordance with SFAS
123 and related interpretations.
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ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our chief
executive officer and chief financial officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14I) within 90 days of the filing date of
this Quarterly Report on Form 10-Q (the "Evaluation Date"). Based on their
evaluation, our chief executive officer and chief financial officer have
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that all material information required to be filed in
this Quarterly Report on Form 10-Q has been made known to them in a timely
fashion.
Changes in Internal Controls
There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date set forth above.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
On June 5, 2003, the Company's Board of Directors authorized 10,000,000
shares of preferred stock, par value $0.001. Such preferred stock, or
any series thereof, shall have such designations, preferences,
participating, optional or other annual rights and qualifications,
limitations or restrictions adopted by the Company's Board of
Directors.
In January 2003, 5,000,000 shares previously issuable were issued.
On February 4, 2003, the Company settled a lawsuit by issuing 1,000,000
common shares and $6,500 in cash. The shares were valued at the quoted
trading price of $0.03 per share on the settlement date resulting in a
total settlement expense of $36,500.
On June 5, 2003, with the approval of the Company's Board of Directors,
the authorized number of common shares, $0.001 par value, issuable by
the Company was increased from 100,000,000 to 200,000,000.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Reports on Form 8-K
None
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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.
SUN NETWORK GROUP, INC.
Dated: August 14, 2003 By: /s/ T. Joseph Coleman
T. Joseph Coleman
Chief Executive Officer,
President and Director
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