UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 333-117495
MAGIC COMMUNICATIONS, INC.
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(Name of Small Business Issuer in its Charter)
Delaware 13-3926203
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 West Main Street
Elmsford, New York 10523
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(Address of principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (914) 391-5549
Securities registered under Section 12(b) of the Act: Common Stock par value
$.0001 per share
Securities registered under Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No _X__
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State Issuer's revenues for its most recent year: $ 92,292 as of December 31,
2005.
The number of shares outstanding of each of the Registrant's classes of common
stock, as of April 17, 2006 is 3,080,000 shares, all of one class, $.0001 par
value per share. Of this number, 1,632,900 shares were held by non-affiliates of
the Registrant. 19 The Company's common stock has not traded on the OTCBB or
elsewhere and, accordingly, there is no aggregate "market value" to be indicated
for such shares. The "value" of the 1,632,900 shares held by non-affiliates,
based upon the book value as of April 17, 2006 is $-0-.
*Affiliates for the purpose of this item refers to the Registrant's officers and
directors and/or any persons or firms (excluding those brokerage firms and/or
clearing houses and/or depository companies holding Registrant's securities as
record holders only for their respective clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes__________No_________ NOT APPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are herewith incorporated by reference: NONE
Transitional Small Business Disclosure Format
[ ] Yes [ ] No
PART I
Item 1. Description of Business
The Company was originally formed as a New York corporation on January 16,
1997(and reincorporated as a Delaware corporation in November 2002) for the
purpose of offering Internet kiosks where the public could access the Internet
for a fee. The internet Kiosks business proposals remain in their embryonic and
developmental stages, have not been activated and the Company has no current
plans to further pursue such activities. Since June 1997 the Company has engaged
in the business of contracting with various locations such as malls, gas
stations, stores and office buildings to install pay phones that are an
alternative to those provided by the primary local service provider (Verizon).
The Company places its phones by offering larger payments to the store owner or
property owner than Verizon pays to retail location operators. The Company
realizes net revenues through the difference between what is in the coin box
when it is emptied and what it must pay to the property owner, Verizon and long
distance and local service providers as well as payments from others for toll
free calls. The Company's net revenues are principally comprised of: (i) the
difference between what the Company charges for local calls ($.25 in New York
and $.35 in New Jersey and Pennsylvania for a three minute call) and the
$.042that the Company pays to Verizon for each three (3) minute call; (ii) the
difference between the fixed rate per call that the Company pays to Qwest for
each long distance call and the rates which the Company charges for long
distance calls (as established by the Company); (iii)a commission of 50% paid by
Qwest (long distance carrier) on operator assisted services, such as collect,
reverse charges or credit card long distance calls made on the Company's phones;
and (iv) a payment of $.249 on each toll-free (800) call from Company phones by
major long distance carriers, such as: AT&T, MCI, Qwest, Sprint, etc., through a
contract with a call aggregator, Private Payphone Owners' Network ("PPON") which
computes all toll free calls made from Company phones and pays the Company
directly. The Company's expenses include the marketing expense to place
telephones, the cost of the phones and phone maintenance. The Company does not
have a written agreement with Verizon, but has a written agreement with Qwest as
well as the aggregator (PPON). Copies of such written Agreements were annexed as
Exhibits 99.01 and 99.02 to the Company's Form 10-KSB for year ended December
31, 2002.
As of December 31, 2005, the Company had approximately 80 pay phones placed in
locations in New York, New Jersey and Pennsylvania. These phones are marketed
through the Company's own employees, principally the Company's President,
through word-of-mouth. The Company filed a Registration Statement on Form 10-SB
because Management believes that as a reporting Company with the potential of
trading on the NASD Electronic Bulletin Board ("OTCBB") the Company will be
better able to attract investment capital. No assurance is given that investment
capital can ever be raised.
2
The Company currently purchases its phones from North Atlantic Marketing and
during the calendar year ended December31, 2005 purchased no additional
telephones. The price for phones in the twelve month period ending December 31,
2005 averaged $1,000 for each individual telephone, which comprises: (i) the
purchase price from independent suppliers for all hardware; and (ii) wall
installation, but does not include wiring which is done by Verizon. In addition,
the Company arranges for the installation of the phones at the customers' place
of business and pays Verizon to connect the wires to the phones. The Company's
marketing is conducted primarily through the personal efforts of its President
and through "word of mouth" in order to obtain customer leads.
Competition
The Company continues to encounter substantial competition in its efforts to
locate pay telephones from both the local telephone company (Verizon) and from
other pay phone operators such as the Company. Many of these entities have
greater experience, resources and managerial capabilities than the Company. The
Company tries to compete primarily on the terms that it offers to location
owners. The Company's ability to place phones and the revenues derived from each
phone may be impaired by a general perception on the part of many consumers that
independent coin phone companies, such as the Company, charge higher rates to
consumers.
Employees
The Company currently has 1 full time employee and 2 part time employees. Its
full time employee is engaged in sales and marketing and a service technician as
well as the Company's Secretary are employed part time. The Company's employees
do not have any collective bargaining agreement and management believes that the
Company's relations with its employees are satisfactory.
Description of Property
The Company currently leases 350 square feet of office space pursuant to a month
to month lease from a related party at a nominal cost. The Company believes that
its offices are sufficient for its current and short term anticipated needs and
that similar space is available in the general vicinity of its offices for
similar prices should the need arise.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for Common Equity and Stockholder Matters.
The Company became subject to '34 Exchange Act reporting requirements as of
January 13, 2003. To date there has been no established trading market for the
Company's common stock. No symbol has been assigned for its securities and its
securities have not been listed on any Exchange to date.
A. Holders.
As of the close of business on April 17, 2006 there were 96 stockholders of
record of the Registrant's Common Stock and 3,080,000 shares were issued and
outstanding.
B. Dividends.
The payment by the Registrant of dividends, if any, in the future rests within
the discretion of its Board of Directors and will depend, among other things,
upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Registrant has not paid or
declared any dividends upon its Common Stock since its inception and, by reason
of its present financial status and its contemplated financial requirements,
does not contemplate or anticipate paying any dividends upon its Common Stock in
the foreseeable future.
3
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Year Ended December 31, 2005 vs. Year Ended December 30, 2004
Net sales increased from $72,215 for the year ended December 31, 2004 to $92,292
for the year ended December 31, 2005. This increase is attributable to a switch
in telephone carriers in which a favorable flat rate pricing structure was
obtained as well as a rate increase from 25 cents to 35 cents on all phones. The
company also earned $12,500 in consulting fees in 2005. Operating expenses
increased from $157,897 to $177,080. The change in operating expenses was due to
the following items: (i) an increase in salaries from $37,021 in 2004 to $54,405
in 2005; (ii) a decrease in lease payments for phone equipment (leases expired
in March 2002) of $1,133 from $1,133 for the year ended December 31, 2004 to $0
for the year ended December 31, 2005; (iii) an increase in general and
administrative expenses of $6,845 from $56,323 for the year ended December 31,
2004 to $61,892 for the year ended December 31, 2005; and (v) an decrease in
professional fees of $2,637 from $46,140 in the year ended December 31, 2004 to
$43,503 in the year ended December 31, 2005. Since sales increased and operating
expenses increased, the Company's net loss decreased from ($85,682) in the year
ended December 31, 2004 to ($84,788) in the year ended December 31, 2005. The
number of pay telephones in service was approximately 100 telephones during the
year ended December 31, 2004 and 80 telephones during the year ended December
31, 2005.
Liquidity and Capital Resources
On December 31, 2005 the Company had only $0 cash on hand. Current funds having
been expended and with managements' assumption that the Company may not generate
sufficient revenues from operations, the Company will (a) be dependent upon
management to fund operations and/or (b) be dependent upon some form of debt or
equity financing, if available, and if available, under terms deemed reasonable
to management. The management of the Company has orally committed to fund the
Company on an "as needed" basis. The Company's auditors have included a "going
concern" opinion in their report on the Company's financial statements.
Need for Additional Financing
The Company believes that its existing capital will be insufficient to meet the
Company's cash needs, including costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company may rely upon issuance of its securities to pay for services necessary
to meet reporting requirements.
Forward-Looking Statements
When used in this form 10-KSB, or in any document incorporated by reference
herein, the words or phrases "will likely result", "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties including changes in economic conditions in the
Company's market area, changes in policies by regulatory agencies, fluctuations
in interest rates, demand for loans in the Company's market area and
competition, that could cause actual results to differ materially from
historical earnings, if any, and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
Forward- looking statements, which speak only as to the date made. The Company
wishes to advise readers that the factors listed above, or in its 10-SB
Registration Statement Risk Factor Section, could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with respect to
future periods in any current statements. The Company does not undertake, and
specifically disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
4
Item 7. Financial Statements
The financial statements filed as part of this Annual Report on Form 10-KSB are
set forth starting on page 11.
Item 8. Changes In And Disagreements With Accountants On Accounting
And Financial Disclosure.
None
Item 8A. Controls And Procedures
Our President currently serves as both our Chief Executive Officer and Chief
Financial Officer (collectively, the "Certifying Officer") and is responsible
for establishing and maintaining disclosure controls and procedures for us. He
has concluded (based upon his evaluation of these controls and procedures as of
a date within 90 days of the filing of this report) that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in this report is accumulated and communicated to management, including
our principal executive officers as appropriate, to allow timely decisions
regarding required disclosure.
The Certifying Officer also has indicated that there were no significant changes
in our internal controls over financial reporting that occured duirng our fourth
fiscal quarter in 2005, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. Accordingly,
there were no corrective actions with regard to significant deficiencies and
material weaknesses.
Item 8B. Other Information
None.
PART III
Item 9. Directors And Executive Officers Of The Registrant
Set forth below is certain information concerning each current director and
executive officer of the Registrant, including age, position(s) with the
Registrant, present principal occupation and business experience during the past
five years.
Name Age Position Held
Stephen D. Rogers 56 President, Chief Executive Officer, Chief Financial
Officer and Director
Maureen Rogers 50 Vice President and Director
Edwin Osias 59 Director
Suzanne Keating 35 Secretary
The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.
Biographical Information
STEPHEN D. ROGERS: President, has been in the communications business since 1997
along with his wife Maureen. He has installed and maintained hundreds of Public
Pay Phones and public access equipment including Internet kiosks in hotels,
hospitals, truck stops and multiple other locations. Prior to working in the
communication field, Mr. Rogers was a principal and founder in Magic
Restaurants, and its subsidiaries from September 1985 until December 1994, which
owned and operated over 30 restaurants throughout the Northeast. He graduated
from Queens College in 1971with a Bachelors degree in Psychology and Education
and is currently living in Westchester with his wife and 3 children.
5
MAUREEN ROGERS: Vice President and Secretary (the latter until late
November2002) has been in the communications business since January 1997 along
with her husband Stephen. In addition to the communications field, Mrs. Rogers
is the principal and founder of Just Desserts, a small baking business which she
continues to own and operate since 1992. She was born and raised in England and
is currently living in Westchester, New York with her husband and 3 children.
EDWIN OSIAS: Director, is a former U.S. Naval Officer who worked from
1981through 1985 with Chemical Bank as an officer, then from 1985 through 1998
as the National Sales Manager for Tungsram and then from 1989 through 1994 as
the Executive Vice President for Sternberger Warehousing Trucking in Long Island
City, New York. He is currently the President and owner of Osias Sales Inc.
since 1994, a company which designs and produces custom ties and scarves for the
museum industry. He currently is married and resides in Long Island, New York.
SUZANNE KEATING: She became Secretary of the Company in late November 2002,
having previously been employed by the Company since 1999 in administrative and
clerical capacities. Prior thereto and from 1994 until 1999, she was employed by
Magic Restaurant, Inc., holding positions from Accounts Payable Manager to
Office Manager until the firm filed for bankruptcy. From 1992 until 1994 Ms.
Keating was employed by Universal Hotels, a hotel management company. Ms.
Keating graduated in 1992 from the Westchester Business Institute in White
Plains, New York with an Associates Degree in Accounting and Business
Administration.
Item 10. Executive Compensation
There are no written agreements or oral understandings as relates to executive
compensation. To date, there has not been any executive compensation paid or
accrued other than $21,000 paid to the Registrant's Vice President and $6,900
paid to the registrants President.
Item 11. Security Ownership Of Certain Beneficial Owners And Management
And Related Stockholder Matters
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of February 28, 2006 (except where otherwise
noted) with respect to (a) each person known by the Registrant to be the
beneficial owner of more than five percent of the outstanding shares of Common
Stock, (b) each director of the Registrant, (c) the Registrant's executive
officers and (d) all officers and directors of the Registrant as a group. Except
as may be indicated in the footnotes to the table, all such shares of Common
Stock are owned with sole voting and investment power. The title of class of all
securities indicated below is Common Stock with $.0001 par value per share.
(1)Name and Address of Beneficial Owner (2)Number of Shares
Beneficially Owned (3)Percentage of Class
Maureen Rogers 240,000 8.63%
Stephen D. Rogers 0
Edwin Osias 100 (3)
(4)Boulder Hill, Inc. 210,000 7.55%
Karen Glenn 240,000 8.63%
Suzanne Keating 5,000 (3)
(5)First Southwest Company 252,000 9.06%
(6)National Financial Services LLC 200,000 7.19%
All officers and directors as a group (4 245,010 8.82%
persons)
Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such issuance
is in the best interests of shareholders of the Company and complies with all
applicable federal and state securities rules and regulations.
6
Item 12. Certain Relationships and Related Transactions
The Company has a 2 year consulting agreement with Magic Consulting Group, Inc.,
a company owned by Barbara Bennett, the adult niece of the Company's President
which provides consulting services. This is an oral agreement and no payments
have been made to date, however, the Company has accrued a payable of $52,306
for services performed. Magic Consulting was hired to assist and consult in
finding locations for communications equipment including public payphones and
public Internet terminals (kiosks). It assisted in designing a marketing package
as well as setting up appointments with various hotels in the New York
metropolitan area. The Company's President disclaims any beneficial interest in
this Agreement.
The Company also has a payable to its President's brother in the amount of
$31,594 and a payable to its President in the amount $3,100. During the year
ended December 31, 2005, Boulder Hill, a related party, advanced the Company
money to pay for various expenses. At December 31, 2005, the Company owes
Boulder Hill $17,145. These transactions are unsecured and non-interest bearing
and have no specified payment terms.
Item 13. Exhibits, Lists And Reports On Form 8-K
a. Exhibits
31.1 Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
2002
32.1 Certification Pursuant Section 906 Of The Sarbanes-Oxley Act Of 2002
b. Report on Form 8-K
NONE
Item 14. Principal Accountant Fees And Services
During 2005 the Company incurred professional service fees of $31,000 for audit
and audit related services provided by the principal accountant. During 2004
these fees totaled $23,000. These fees included the cost of the annual audit and
reviews of the quarterly and annual filings with the Securities and Exchange
Commission.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MAGIC COMMUNICATIONS, INC.
Date: April 27, 2006
By: /s/ Stephen D. Rogers
------------------------------------
Stephen D. Rogers, President,
Chief Executive Officer,
Chief Financial Officer and Director
6
MAGIC COMMUNICATIONS GROUP, INC.
FINANCIAL STATEMENTS
INDEX
Page Number
-------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM F - 1
FINANCIAL STATEMENTS:
Balance Sheet F - 2
Statements of Operations F - 3
Statement of Stockholders' Deficit F - 4
Statements of Cash Flows F - 5
Notes to Financial Statements F - 6 to F - 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders
Magic Communications Group, Inc.
We have audited the accompanying balance sheet of Magic Communications
Group, Inc. as of December 31, 2005 and the related statements of operations,
stockholders' deficit and cash flows for the years ended December 31, 2005 and
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
the financial position of Magic Communications Group, Inc. as of December 31,
2005 and the results of its operations and its cash flows for the years ended
December 31, 2005 and 2004 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred significant
losses as more fully described in Note 2. These issues raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Sherb & Co., LLP
Certified Public Accountants
New York, New York
April 11, 2006
F-1
MAGIC COMMUNICATIONS GROUP, INC.
BALANCE SHEET
December 31, 2005
ASSETS
CURRENT ASSETS:
Cash $ -
----------------
TOTAL CURRENT ASSETS -
EQUIPMENT, net 4,587
DUE FROM RELATED PARTY 3,500
---------------
$ 8,087
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Cash overdraft $ 6,486
Accounts payable and accrued expenses 30,169
Loan payable 50,000
Due to related parties 104,145
----------------
TOTAL CURRENT LIABILITIES 190,800
STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value; authorized 50,000,000 shares;
issued and outstanding 3,080,000 shares 308
Preferred stock, $.0001 par value; authorized 1,000,000 shares;
issued and outstanding -0- shares -
Additional paid-in capital 123,845
Accumulated deficit (306,866)
----------------
TOTAL STOCKHOLDERS' DEFICIT (182,713)
----------------
$ 8,087
================
The accompanying notes are an integral part of the financial statements.
F-2
MAGIC COMMUNICATIONS GROUP, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
----------------------------------------------
2005 2004
------------------- -----------------------
REVENUES $ 92,292 $ 72,215
-------------------- ---------------------
OPERATING EXPENSES:
Depreciation 17,280 17,280
Salaries 54,405 37,021
Equipment lease - 1,133
Professional fees 43,503 46,140
General and administrative 61,892 56,323
-------------------- ---------------------
TOTAL OPERATING EXPENSES 177,080 157,897
-------------------- ---------------------
NET LOSS $ (84,788) $ (85,682)
==================== =====================
BASIC AND DILUTED NET LOSS PER SHARE $ (0.03) $ (0.03)
==================== =====================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted 2,996,667 2,567,500
==================== =====================
The accompanying notes are an integral part of the financial statements.
F-3
MAGIC COMMUNICATIONS GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Additional Total
Common Stock Paid-In Accumulated Stockholders'
----------------------------
Shares Amount Capital Deficit Deficit
------------- ------------ --------------- ----------------- ----------------
Balance, December 31, 2003 2,530,000 $ 253 $ 8,900 $ (136,396) $ (127,243)
Shares issued for services 100,000 10 9,990 - 10,000
Shares issued for cash 150,000 15 44,985 - 45,000
Net loss - - - (85,682) (85,682)
------------- ------------ --------------- ----------------- ----------------
Balance, December 31, 2004 2,780,000 278 63,875 (222,078) (157,925)
Shares issued for cash 300,000 30 59,970 - 60,000
Net income (loss) (84,788) (84,788)
------------- ------------ --------------- ----------------- ----------------
Balance, December 31, 2005 3,080,000 $ 308 $ 123,845 $ (306,866) $ (182,713)
============= ============ =============== ================= ================
The accompanying notes are an integral part of the financial statements.
F-4
MAGIC COMMUNICATIONS GROUP, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
----------------------------------------------
2005 2004
--------------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (84,788) $ (85,682)
--------------------- ---------------------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 17,280 17,280
Stock based compensation - 10,000
Changes in assets and liabilities:
Cash Overdraft 6,486 -
Accounts payable (10,069) (24,592)
--------------------- ---------------------
TOTAL ADJUSTMENTS 13,697 2,688
--------------------- ---------------------
NET CASH USED IN OPERATING ACTIVITIES (71,091) (82,994)
--------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of security deposits - 11,550
--------------------- ---------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES - 11,550
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties 3,754 22,494
Cash overdraft 6,486
Stock issued for cash 60,000 45,000
--------------------- ---------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 70,240 67,494
NET (DECREASE) INCREASE IN CASH (851) (3,950)
CASH, BEGINNING OF PERIOD 851 4,801
--------------------- ---------------------
CASH, END OF PERIOD $ - $ 851
===================== =====================
Cash paid for:
Interest $ - $ -
===================== =====================
Taxes $ 309 $ -
===================== =====================
The accompanying notes are an integral part of the financial statements.
F-5
MAGIC COMMUNICATIONS GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
1. DESCRIPTION OF BUSINESS:
Magic Communications Group, Inc. ("Magic" or the "Company") was
incorporated in New York on January 16, 1997. The Company was originally
formed for the purpose of offering Internet kiosks where the public could
access the Internet for a fee. The Company did not develop that business
and the financial statements do not include any amounts related to it. The
Company's operations consist primarily of owning and operating pay phones
in New York, New Jersey and Pennsylvania. This business commenced on
February of 1997.
In November 2002 the Company was merged into a Delaware corporation
which was created for the purpose of reincorporating the Company accounted
for as a reorganization of entities under common control.
2. GOING CONCERN:
The Company's financial statements as of December 31, 2005 have been
prepared on a going-concern basis, which presumes that the Company will be
able to continue to meet its obligations and realize its assets in the
normal course of business.
As shown in the accompanying financial statements, the Company has a
history of losses with an accumulated deficit of $306,866 at December 31,
2005 and, as of that date, a working capital deficiency of $190,800. These
conditions would raise substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern
is dependent upon its ability to ultimately attain profitable operations,
generate sufficient cash flow to meet its obligations, and obtain
additional financing as may be required.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America 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 reporting amounts
of revenues and expenses during the reported period. Actual
results could differ from those estimates.
B. Cash - The Company considers all highly liquid temporary cash
investments with an original maturity of three months or less
when purchased, to be cash equivalents.
C. Revenue recognition - The Company realizes net revenues through
the difference between what is in the coin box when it is emptied
and what it must pay to the property owner, Verizon and long
distance and local service providers as well as payments from
others for toll free calls.
D. Equipment - Equipment is recorded at cost. Expenditures for major
additions and betterment's are capitalized. Maintenance and
repairs are charged to operations as incurred. Depreciation of
equipment is computed by the straight-line method over the assets
estimated useful lives of ten years. Upon sale or retirement of
plant and equipment, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss
is reflected in operations. Revenue from consulting services is
earned when the service is provided and collectibility is
reasonably assured.
E. Fair value of financial instruments - The carrying amounts
reported in the balance sheet for, accounts payable, loan payable
and due to/from related parties are approximate fair value based
on the short-term maturity of these instruments.
F-6
G. Income taxes - Income taxes are accounted for in accordance with
the provisions of SFAS No. 109. Deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Valuation
allowances are established, when necessary, to reduce deferred
tax assets to the amounts expected to be realized, but no less
than quarterly.
H. Stock based compensation - Financial Accounting Statement No.
123, Accounting for Stock Based Compensation, encourages, but
does not require companies to record compensation cost for
stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based
compensation using the intrinsic method prescribed in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, compensation
cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the
grant over the amount an employee must pay to acquire the stock.
The Company has adopted the "disclosure only" alternative
described in SFAS 123 and SFAS 148, which require pro forma
disclosures of net income and earnings per share as if the fair
value method of accounting had been applied.
I. Loss per Common Share - Net loss per common share is based on the
weighted average number of shares outstanding. Potential common
shares includable in the computation of fully diluted per share
results are not presented in the financial statements as their
effect would be anti-dilutive.
J. New Accounting Pronouncements - Management does not believe that
recently issued, but not yet effective accounting pronouncements
if currently adopted would have a material effect on the
accompanying financial statements.
4 EQUIPMENT:
Equipment consists of the following at December 31, 2003:
Payphones $ 172,790
Less: accumulated depreciation (168,203)
---------
$ 4,587
=========
Depreciation expense for the years ended December 31, 2005 and 2004
was $17,280 and $17, 280, respectively.
5. LOAN PAYABLE:
On August 14, 2003, the Company signed a promissory note for $50,000.
The note is due on demand and bears interest at a rate of 4% per annum. As
per the terms of the note the Company was supposed to issue 25,000 shares
which have not been issued as of the above balance sheet date. The Company
has accrued interest of $4,750 from the date of the note to December 31,
2005.
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6. COMMITMENTS:
The Company rents office space from a related party on a month - to -
month basis at a nominal cost.
The Company has entered into third party agreements with Verizon,
Qwest and property or store owners of payphone locations. Verizon services
the local telephone calls made on the payphones owned and operated by the
Company. The Company pays Verizon $0.042 per minute for each call. Qwest
services the long-distance phone calls made on the payphones owned and
operated by the Company. The Company pays Qwest between $0.03 to $0.04 per
minute on each long-distance call. The Company pays Verizon and Qwest on a
monthly basis. There is no expiration date on the agreement with Verizon
and the Qwest agreement renews annually. The property or store owners allow
the Company to place its phones on their locations for a percentage of the
money in the coin box of the payphone.
7. DUE TO RELATED PARTIES:
At December 31, 2005, the Company has a payable to Magic Consulting of
$52,306 for consulting services performed. The Company also has payable to
a related party in the amount of $31,594, a receivable from an officer in
the amount $3,500, and a payable to another officer in the amount of
$3,100. During the year ended December 31, 2005, Boulder Hill, a related
party, advanced the Company money to pay for various expenses. At December
31, 2005, the Company owes Boulder Hill $17,145. These transactions are
unsecured and non-interest bearing and have no specified payment terms.
8. CONSULTING AGREEMENT
Apple Industries has hired the Company as a consultant to research
locations that could be profitable to Apple using a pay for internet kiosk
using time as the criteria. If implemented, the Company would arrange for
the DSL connection. The Company recorded $12,500 in revenues for the year
ended December 31, 2005. All of the revenue was earned in the third
quarter.
9. STOCK OPTION PLAN:
The board of directors, on November 24, 2002, adopted the Company's
2002 Non-Statutory Stock Option Plan ("Plan") so as to provide a critical
long-term incentive for employees, non-employee directors, consultants,
attorneys and advisors of the Company and its subsidiaries, if any. The
board of directors believes that the Company's policy of granting stock
options to such persons will continue to provide it with a critical
advantage in attracting and retaining qualified candidates. In addition,
the Plan is intended to provide the Company with maximum flexibility to
compensate plan participants. It is expected that such flexibility will be
an integral part of the Company's policy to encourage employees,
non-employee directors, consultants, attorneys and advisors to focus on the
long-term growth of stockholder value. The board of directors believes that
important advantages to the Company are gained by an option program such as
the 2002 Plan which includes incentives for motivating employees of the
Company, while at the same time promoting a closer identity of interest
between employees, non-employee directors, consultants, attorneys and
advisors on the one hand, and the stockholders on the other. As of December
31, 2005, no options have been issued.
F-8
10. INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes ("SFAS No.109").
SFAS No.109 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected
future tax benefit to be derived from tax loss and tax credit
carry-forwards. SFAS No. 109 additionally requires the establishment of a
valuation allowance to reflect the likelihood of realization of deferred
tax assets. Prior to 2003, the Company and its stockholders elected to be
taxed under subchapter S of the Internal Revenue Code. As a result, all
income and losses were reported by the Company's stockholders. The
following is a reconciliation of income taxes computed using the statutory
Federal rate to the income tax expense in the financial statements for
December 31, 2005.
Income tax (benefit) computed at statutory rate $ (27,000)
State income tax (benefit), net of federal benefit (5,000)
Change in valuation allowance 32,000
---------
Provision for income taxes $ -
=========
As of December 31, 2005, the Company has net operating losses for Federal
income tax purposes totaling approximately $256,000, expiring at various
times through December 31, 2024.
The following is a schedule of deferred tax assets as of December 31, 2005:
Net operating loss $ 101,801
Valuation allowance (101,801)
----------
Net deferred tax asset $ -
==========
11. STOCKHOLDERS' DEFICIT:
On January 7, 2004, the Company issued 100,000 shares of common stock
to its counsel for professional services. The Company valued the shares at
$0.10 per share and recorded $10,000 of professional services accordingly.
On October 20, 2004, the Company issued 150,000 shares of common stock
for cash. The Company received a total of $45,000 for these shares
From March 24, 2005 through June 3, 2005, the Company sold 300,000
shares of its common stock (100,000 shares on March 24, 2005 for $20,000
and 200,000 shares on June 3, 2005 for $40,000). All securities were sold
for cash for aggregate gross proceeds of $60,000.
F-9