As filed with the Securities and Exchange Commission on November 15, 2001
Registration No. ______________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------------------
For quarter ended September 30, 2001
Commission File Number 0-29195
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
Colorado (7310) 84-1463284
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
200 9th Avenue North, Suite 210
Safety Harbor, Florida 34695
(727) 797-6664
--------------
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
John D. Thatch, President
New Millennium Media International, Inc.
200 9th Avenue North, Suite 210
Safety Harbor, Florida 34695
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of September 30, 2001 there were 8,181,861 shares of the Company's common
stock issued and outstanding.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
INDEX
Page
----
Part I Financial Information..................................................3
Item 1 Financial Statements ...........................................3
Condensed Balance Sheet.........................................3
Condensed Statement of Operations...............................4
Condensed Statement of Cash Flows...............................5
Notes to the Condensed Financial Statements.....................6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations............8
Overview........................................................8
Liquidity and Capital Resources.................................8
Results of Operations...........................................9
General and Administrative.....................................10
Net Loss.......................................................10
Trends and Events..............................................10
Item 3 Quantitative and Qualitative Disclosures
About Market Risk..............................................11
Part II Other Information.....................................................11
Item 1 Legal Proceedings..............................................11
Item 2 Changes in Securities and Use of Proceeds......................11
Common Stock Transferred.......................................11
Warrants Issued................................................12
Use of Proceeds................................................12
Item 3 Defaults Upon Senior Securities................................13
Item 4 Submission of Matters to a Vote of Security Holders............13
Item 5 Other Information..............................................13
Item 6 Exhibits and Reports on Form 8-K...............................13
Signatures....................................................................13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
CONDENSED BALANCE SHEET
DECEMBER 31,
SEPTEMBER 30, 2000
2001 (AUDITED)
(UNAUDITED) (RESTATED)
------------ ------------
ASSETS
Current Assets:
Cash $ 202 $ --
Accounts Receivable 52,799 16,636
Inventories 3,255 3,255
Prepaid Assets 11,472 9,096
------------ ------------
Total Current Assets 67,728 28,987
------------ ------------
Furniture and Equipment-Net 1,103,010 924,148
------------ ------------
Other Assets
Other Assets 110,304 --
Goodwill, net of accumulated amortization of
$101,687 and $67,793, respectively, 2001 and 2000 576,407 610,301
------------ ------------
Total Other Assets 686,711 610,301
------------ ------------
$ 1,857,449 $ 1,563,436
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 109,897 $ 155,118
Notes payable 417,422 --
Related payables 801,949 658,110
------------ ------------
Total Current Liabilities 1,329,268 813,228
------------ ------------
Long-term Liabilities -- --
Stockholders' Equity
Common stock, par value $.001; 15,000,000 shares
authorized; 8,181,861 and 5,690,123 shares
issued and outstanding, respectively, 2001 and 2000 8,182 5,690
Common stock warrants; 242,274 issued and
outstanding; exercisable at $1.50 69,290 57,200
Common stock options; 50,000 issued and outstanding;
exercisable at $.005 per option 2,654 --
Preferred stock, par value $.001; shares authorized,
10,000,000 no shares issued and outstanding -- --
Additional paid in capital 5,299,303 2,769,445
Accumulated Deficit (2,941,248) (2,082,127)
------------ ------------
2,438,181 750,208
Less common stock subscribed (1,910,000) --
------------ ------------
Total Stockholders' Equity 528,181 750,208
------------ ------------
$ 1,857,449 $ 1,563,436
============ ============
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE FOR THE
FOR THE QUARTER FOR THE NINE MONTHS
QUARTER ENDED NINE MONTHS ENDED
ENDED 9/30/00 ENDED 9/30/00
9/30/01 (RESTATED) 9/30/01 (RESTATED)
------------ ------------ ------------ ------------
Income $ 10,441 $ 101,820 $ 229,182 $ 102,864
Costs and Expenses:
General and administrative $ 372,268 $ 158,382 $ 934,997 $ 516,971
Interest expense 21,216 16,000 47,959 48,000
Depreciation and amortization 35,116 15,719 105,348 27,785
------------ ------------ ------------ ------------
Total costs and expenses 428,600 190,101 1,088,304 592,756
------------ ------------ ------------ ------------
Loss from Operations (418,159) (88,281) (859,122) (489,892)
------------ ------------ ------------ ------------
Net Loss $ (418,159) $ (88,281) $ (859,122) $ (489,892)
============ ============ ============ ============
Basic and Fully Diluted Loss Per Common Share $ (0.055) $ (0.019) $ (0.124) $ (0.104)
============ ============ ============ ============
Weighted Average Number of Shares Outstanding 7,649,361 4,615,892 6,935,992 4,717,934
============ ============ ============ ============
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE FOR THE
FOR THE QUARTER FOR THE NINE MONTHS
QUARTER ENDED NINE MONTHS ENDED
ENDED 9/30/00 ENDED 9/30/00
9/30/01 (RESTATED) 9/30/01 (RESTATED)
---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (418,159) $ (88,281) $ (859,122) $ (489,892)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 35,116 15,719 105,348 27,785
Fair value of shares issued for services 15,000 -- 91,685 2,500
Fair value of warrants / options issued for services 17,409 -- 17,409 57,200
(Increase) decrease in accounts receivable 78,776 (39,704) (36,163) (39,704)
(Increase) decrease in inventories -- 18,971 -- 221
(Increase) decrease in prepaid expenses (500) (47,859) (2,376) (54,074)
(Increase) decrease in other assets (110,304) -- (110,304) --
Increase (decrease) in accounts payable -- -- -- --
and accrued expenses 129,123 11,905 209,039 24,279
---------- ---------- ---------- ----------
Net cash provided by (used in) operating activities (253,539) (129,249) (584,484) (471,685)
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (239,547) (295) (250,314) (5,378)
---------- ---------- ---------- ----------
Net provided by (used in) investing activities (239,547) (295) (250,314) (5,378)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - Related 10,000 -- 320,000 15,000
Proceeds from common stock transactions 465,000 -- 515,000 460,000
---------- ---------- ---------- ----------
Net cash provided by (used in) financing activities 475,000 -- 835,000 475,000
---------- ---------- ---------- ----------
Increase (Decrease) in cash and cash equivalents $ (18,086) $ (129,544) $ 202 $ (2,063)
Cash and cash equivalents at beginning of period 18,288 129,544 -- 2,063
---------- ---------- ---------- ----------
Cash and cash equivalents at end of period $ 202 $ -- $ 202 $ --
========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest -- -- -- --
Cash paid during the year for income taxes -- -- -- --
Supplemental schedule of noncash investing
and financing activities:
Fair value of shares issued (500,000 shares) for goodwill
of Scovel Management, Inc. $ -- $ -- $ -- $ 500
Fair value of shares issued (20,000 shares)
for amounts previously owed to secretary/treasurer 13,000 -- 13,000 --
Fair value of equipment (LED truck, $450,000 net of debt
assumed of $107,000; 200,000 common stock shares) -- -- -- 343,000
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Basis of Presentation
--------------------------------------
In the opinion of management, all adjustments necessary to a fair statement of
the results for the unaudited three and nine month periods have been made. The
accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information in accordance with rules and regulations of the Securities and
Exchange Commission, including Rule 301(b) of Regulation SB and instructions to
Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the Company's Annual Report
(Form 10-KSB) for the year ended December 31, 2000. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. The results of operations
for the nine months ended September 31, 2001 are not necessarily indicative of
the operating results for the full fiscal year or any future period.
2. Going Concern Uncertainty
-------------------------
The financial statements are presented assuming the Company will continue as a
going concern. The Company has incurred recurring operating losses and negative
cash flows and has negative working capital. The Company has financed itself
primarily through the sale of its stock and related party borrowings. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.
There can be no assurance that the Company will be successful in implementing
its plans, or if such plans are implemented, that the Company will achieve its
goals.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern and do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amount and classification of liabilities that might result from
the outcome of this uncertainty.
3. Equity Transactions
-------------------
As approved at a Special Meeting of Stockholders on May 7, 2001, the Company
reverse split its common stock on a basis of 1 for 5 with a resulting decrease
in the number of common stock authorized to 15,000,000 shares. The Company has
restated its financial statements to reflect this common stock reverse split.
On June 4, 2001, the Company issued and held stock for consulting services to be
rendered to the Company (500,000 shares at $1.00 and 500,000 shares at $.75). As
of September 30, 2001 $410,000 remains. Also on July 12, 2001, the Company
issued and held 1,000,000 shares to its' investment banker, Swartz Private
Equity at $1.50 per share.
4. Fair value information
----------------------
Fair value of shares issued as indicated in accordance with FASB No. 123 as
restated consists of:
NO. OF QUARTER ENDED NINE MONTHS ENDED
-------------------- --------------------
DESCRIPTION SHARES 9/30/01 9/30/00 9/30/01 9/30/00
----------------------------------------------------- -------- -------- -------- -------- --------
Shares issued to John D. Thatch for $.005
per share in consideration of accepting officer/
stockholder employment - net of rescission 500,000 $ -- $ -- $ -- $ 2,500
Shares issued to San Rafael Consulting Group
for $.25 per share for consulting services 600 -- -- 150 --
Shares issued to E-Vision LED Inc. for $.25
per share for consulting services 6,140 -- -- 1,535 --
Shares issued to Tim Daley for $.25
per share for consulting services 200,000 -- -- 50,000 --
Shares issued to Ray Oliver for $.25
per share for consulting services 100,000 -- -- 25,000 --
Shares issued to Joseph Maenza for consideration
of extension of payment at $1.00 15,000 15,000 15,000
-------- -------- -------- --------
$ 15,000 $ -- $ 91,685 $ 2,500
======== ======== ======== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
Management's discussion and analysis contains various "forward looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may," "expect," "anticipate," "estimate," or "continue" or use of
negative or other variations or comparable terminology.
We caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those contained in the
forward-looking statements, that these forward-looking statements are
necessarily speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.
OVERVIEW
The Company is no longer a development stage company as defined in Statement of
Financial Accounting Standards No. 7, "Accounting and Reporting by Development
Stage Enterprises." We have generated our cash needs through equity financings
and loans from officers and stockholders. As an operational stage company, we
have devoted substantially all of our efforts in securing and establishing new
businesses. We have engaged in limited activities in the advertising business,
but no significant revenues have been generated to date. The primary activity of
the Company currently involves several types of visual advertising: The
Illumisign-Eyecatcher front-lit movable display board, "EyeCatcher Powered by
Insight" back-lit movable display boards, plasma screens and LED display boards.
We retain ownership of all types of the machines and sell the advertising space
on a monthly basis. The Company is continuing to devote substantially all of its
present efforts to implementing its operational and marketing plans designed to
establish new business accounts for its mobile LED boards and the motion display
boards.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have funded our operations and investments in equipment
through cash from operations, equity financings and borrowing from related
parties that are not necessarily isolated transactions; however, there is no
assurance that there will be proceeds from such transactions in the future.
Our cash and cash equivalents were $202 at the nine months ending September 30,
2001 compared to $ - 0 - for the same period in 2000. Generally, the Company has
been funded by proceeds from borrowings and common stock transactions that are
not necessarily isolated transactions; however, there is no assurance that there
will be proceeds from borrowings and common stock transfers in the future.
On May 19, 2000 the Company entered into an investment agreement with Swartz
Private Equity, LLC to raise up to $25 million through a series of sales of
common stock. The dollar amount of each sale is limited by the trading volume
and a minimum period of time must occur between sales. In order to sell shares
to Swartz, there must be an effective registration statement on file with the
SEC covering the resale of the shares by Swartz and we must meet certain other
conditions. The agreement is for a three-year period ending May 2003. A detailed
description of the Swartz equity line agreements can be found in the SB-2
Registration Statement filed September 13, 2000.
Our net loss has increased from the first nine months of 2000 ($489,892) to the
same period of 2001 ($859,122), an increase of 75.4%. These same two comparative
terms show a 23.9% increase in Net Cash Used in Operating Activities, from
$471,685 to $584,484. Management feels that this is the result of a increase in
net operating loss with an decrease in accounts receivable of $36,163 net of an
increase in payables of $209,039 in 2001. It is further felt that these two
contributing factors are a direct consequence of a steady increase in business
activity, i. e., as the business increases so do the receivables and payables.
The increased business activity are the result of a steady increase in the
number of events for which the mobile LED display unit is being booked as well
as the increase in the number of display boards being placed which, in turn,
increases the amount of artwork being produced by the Company graphic arts
department. These three units of the Company, display boards, LED screens and
graphic arts, are the revenue producing elements. Although this is an apparent
positive trend, there is uncertainty as to the longevity of this trend.
Maintaining this trend is necessary for the Company's short-term as well as
long-term internal liquidity. Management feels that the receivables are
collectable, it is anticipated that the receivables will "roll-over" monthly or
bi-monthly. Some leniency has been afforded new advertising accounts to boost
the initial advertising sales. By the same token, management feels that the
increase in accounts payable are too the direct result of additional business
and that the payables will continue to "roll-over" monthly or bi-monthly.
We have incurred recurring operating losses and negative cash flows from
operating activities and have little working capital. Presently, there is no
outstanding material commitment for capital expenditures. We believe that our
available equity financing arrangement with Swartz will be sufficient to meet
our working capital and capital expenditure liquidity requirements for at least
the next two years. However, there can be no assurance that we will receive
financing from Swartz, that we will not require additional financing within this
time frame or that such additional financing, if needed, will be available on
terms acceptable to us, if at all. See section entitled "Swartz Investment
Agreement", above, for further detail on this equity transaction.
RESULTS OF OPERATIONS
Income
The comparative revenue for the first nine months of 2001 compared to the same
period for 2000 shows an increase of $126,318. This increase is due primarily to
receipt of additional revenues from the mobile LED truck unit that has been
booked throughout these first nine months nearly every weekend. Also, as the
Company installs additional EyeCatcher display boards, additional advertisements
are sold. Generally, this is cumulative, i. e., as the display boards are
placed, the advertisements are sold for a term of several months or a yearly.
Even though the advertisement contracts expire, many are renewed with a minimal
amount of sales effort and the display board continues to produce revenue with
no additional effort necessary to place the display board because it remains in
place at the host venue so long as it continues to produce revenue for the host
venue.
General and Administrative Costs and Expenses
There was an increase in the General and Administrative Costs and Expenses of
$213,886 for the third quarter comparison of 2000 and 2001 and an increase of
$418,026 for the first nine months of these two years. This increase is due
primarily to the Company being operational.
Interest Expense
Interest Expense decreased by $41 for the first nine months of 2001 compared to
the same period of 2000. This interest expense decreased primarily as a result
of the Company negotiating equity financing for debt transactions.
Depreciation and Amortization
Depreciation and amortization increased by $77,563 primarily as a result of
advertising boards being available for lease. Previously, these boards were to
be sold and not leased and included in inventory.
Total Costs and Expenses
The Total Costs and Expenses have increased by $238,499, an increase of 125.5%
in the third quarter of 2001 when compared to the third quarter of 2000 and for
the first nine months of the two years compared, the increase was $495,548, a
83.6% increase. This is the effect of the Company depreciation and amortization
increasing $19,397 and $77,563 primarily as a result of the boards and general
and administrative expenses increasing $213,886 and $418,026 primarily because
of being operational in comparative quarters and the nine months ended,
respectively.
Loss From Operations and Net Loss
The $369,230 increase in Loss from Operations for the first nine months term of
2001 compared to 2000 is the effect of an increase in the total costs and
expenses and the income. The total costs and expenses increased as did the
income, only to a lesser extent (83.6%).
Basic and Fully Diluted Loss Per Common Share
The Basic Loss Per Common Share for the same comparative three quarters has
increased from $(0.019) to $(0.055), a comparative Basic Loss Per Common Share
decrease of 189.5%. This loss per common share is a function of the Costs and
Expenses versus Income. As stated above, a major portion of the Costs and
Expenses are non-reoccurring start-up costs. Compared to a year ago, we are now
fully staffed and beginning to produce income. We are continuing to concentrate
on establishing new business and increasing sales relating to the IllumiSign
Eyecatcher, the "EyeCatcher Powered by Insight" backlit display board and the
LED display sign truck.
TRENDS AND EVENTS
Over the past approximately three months we have been engaged in a slight change
in our operations model primarily in that we have regained the marketing role
in-house. Management feels that this is a positive change in that the Company
now has total control of all marketing activities. The Company continues to
allocate geographical areas to distributors who, in turn, focus on their
respective areas.
The Company out grew it its leased office and warehouse space and has moved to
new quarters that has sufficient space for growth. The new expanded warehouse
area now has sufficient space to handily store the various type and size display
boards as well as work
area for refurbishing and repairs. When the mobile LED screen truck is not in
use, it is placed in a specially built truck bay within the new warehouse area.
An order has been placed for an additional LED mobile unit.
In the opinion of management, the cumulative effect of these events is a
positive trend. Although there is no real assurance that this positive trend
will continue; this trend is further reinforced by the 189.5% decrease in the
Basic and Fully Diluted Loss Per Common Share.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Registrant is a Small business issuer as defined by these Regulations and need
not provide the information required by this Item 3.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is a defendant in a lawsuit filed on November 5, 1999 in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida,
Case Number 99-26073 CA 10. The plaintiff, Joseph Maenza, is seeking to collect
payment of a promissory note in the principal amount of $50,000 plus interest
from February 1999 and attorney fees. January 24, 2001 the parties agreed to a
settlement by making periodic payments. This settlement is recognized as a
liability of the Company, see the financial statements attached hereto.
The Company is a defendant in a lawsuit filed on or about August 14, 2001 in the
Circuit Court of the state of Oregon for the county of Multnomah, case number
0108-08305. The plaintiff, Lawrence A. Locke, is suing NMMI, OTC Investor's Edge
and New Millennium Media, Inc. and alleges the NMMI and New Millennium Media,
Inc. contracted to and/or otherwise caused OTC Investor's Edge to send to the
plaintiff unsolicited facsimile advertisement in violation of federal statutes.
Plaintiff is seeking orders and/or judgments, accordingly, for class action
status, damages and injunctive relief. New Millennium Media, Inc. is a wholly
owned subsidiary of NMMI that was formed to facilitate the Unergi, Inc. merger
and has never been operational and presently has no assets. NMMI's defense is
that it has never had any contractual relationship with OTC Investor's Edge.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
COMMON STOCK TRANSFERRED
The company relied on Section 4(2) of the Securities Act of 1933 as the basis
for an exemption from registration regarding the following transfers to
accredited investors because they did not involve a public offering.
July 6, 2001 NMMI transferred 100,000 shares of not registered common stock to
an Accredited Investor (as that term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended) in consideration for $50,000 plus
accounting, bookkeeping and corporate operational consulting services. This
consulting service is ongoing without further consideration and/or other
remuneration to the consultant. The consultant was a shareholder of NMMI prior
to the transfer.
July 12, 2001 NMMI issued, but has not yet delivered one million shares of
registered common stock in the name of Swartz Private Equity, LLC in preparation
for a series of "puts" pursuant to the terms of the Swartz equity line
agreement; see above, Liquidity and Capital Resources. We have not yet drawn on
any of this equity line.
August 9, 2001 NMMI transferred an aggregate of 50,000 shares of not registered
common stock to seven Accredited Investors (as that term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended) in
consideration for their respective loans to NMMI of $250,000. The essential
terms of the loan agreement are that NMMI will pay 5% per annum interest and if
the loans are not repaid within 60 days, then for each $25,000 loaned to NMMI,
NMMI shall transfer to the lender 5,000 shares of not registered common stock
for $25. Because these shares are considered as partial interest payment, for
accounting purposes they are valued at $2,654. Although the loans were made at
different dates, the dates range from April 4, 2001 through June 14, 2001 and
the issued shares are accounted for accordingly.
Pursuant to the terms of a lawsuit settlement agreement, 15,000 shares of not
registered common stock were transferred on August 29, 2001 to Joseph Maenza, an
accredited investor (as that term is defined in Regulation D promulgated under
the Securities Act of 1933, as amended), in partial settlement of the lawsuit
described above in Item 1, Legal Proceedings. For this purpose, these shares
were valued as $ 15,000.
WARRANTS ISSUED
March 21, 2000 NMMI issued to Swartz under the terms of the equity line, see
above Liquidity and Capital Resources, warrants for the purchase of 200,000
shares of registered common stock, termed "Commitment Warrants" under the terms
of the Swartz equity line Investment Agreement. These Commitment Warrants may be
exercised anytime within 5 years at an exercise price of the lowest closing bid
price for the 5 trading days immediately preceding March 6, 2000 with each six
months reset provisions.
The Swartz Investment Agreement also provides that the sum of the number of the
Commitment Warrants and the number of Additional Warrants issued to Swartz shall
equal at least 4% of the number of fully diluted shares of common stock of NMMI
that are outstanding. In an effort to remain in compliance with the Swartz
agreement regarding shares issued subsequent to the execution of the Swartz
agreement, on April 17, 2001 and on July 17, 2001 NMMI issued to Swartz 16,796
and 25,478 warrants, respectively. These Additional Warrants carry identical
characteristics as the Commitment Warrants.
USE OF PROCEEDS
We intend to use the proceeds from these transactions for working capital and
general corporate purposes, including acquisitions, funding anticipated
operating losses, sales and marketing expenses, purchase of additional
inventory, working capital and to fund payment obligations for contemplated
acquisitions and corporate partnering arrangements. We reserve the right to vary
the use of proceeds among these categories because our ability to use the
proceeds is dependent on a number of factors, including the extent of market
acceptance of our variety of display boards, unexpected expenditures for further
technical development, sales and marketing efforts and the effects of
competition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
On July 30, 2001 the Company filed a Post Effective Amendment to Form SB-2
Registration Statement for Small Business Issuers that was filed September 13,
2000. On August 28, 2001 the Securities and Exchange Commission commented on the
Post Effective Amendment. October 26, 2001 NMMI filed amended SB-2/A, 10-QSB/A
(for 2d quarter 2001) and 10-KSB/A (for year end 2000).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (SECT. 249.308 OF THIS CHAPTER).
Financial Statements are incorporated in the body of this report.
No reports on Form 8-K have been filed during the quarter for which this report
is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Signed and submitted this 15 day of November 2001.
New Millennium Media International, Inc.
(Registrant)
by:___/s/______________________________
John Thatch as President/CEO