UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
33-42498
(Commission file number)
SUN NETWORK GROUP, INC.
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-024624
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1440 CORAL RIDGE DRIVE, SUITE 140 CORAL SPRINGS, FLORIDA 33071
(Address of principal executive offices)
(954) 360-4080
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares of common stock as of November 15, 2004 was 323,157,813,
including 56,000,000 collateral shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
INDEX
PAGE
NUMBER
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PART I. FINANCIAL INFORMATION 2
Item 1. Consolidated financial statements 2
Consolidated Balance Sheet as of September 30, 2004 (unaudited) 2
Consolidated Statements of Operations for the
three and nine months ended September 30, 2004 and 2003 (unaudited) 3
Consolidated Statements of Cash Flows for the
nine months ended September 30, 2004 and 2003 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis or Plan of Operations
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
CERTIFICATIONS
1
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30,
2004
-----------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 553
Stock subscription receivable 70,000
-----------
TOTAL CURRENT ASSETS 70,553
DEFERRED DEBT ISSUANCE COSTS, net 52,550
-----------
TOTAL ASSETS $ 123,103
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Loans payable $ 824,000
Accounts payable 2,600
Accrued interest 20,665
Due to stockholder 7,000
-----------
TOTAL CURRENT LIABILITIES 854,265
-----------
MINORITY INTEREST 38,127
STOCKHOLDERS' DEFICIT
Common stock; $0.001 par value; 500,000,000 shares
authorized; 323,157,813 shares issued and 267,157,813
shares outstanding 267,158
Additional paid-in capital 6,364,375
Accumulated deficit (6,717,134)
Deferred consulting (621,188)
Stock subscription receivable (62,500)
-----------
TOTAL STOCKHOLDERS' DEFICIT (769,289)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 123,103
===========
The accompanying notes are an integral part of thesec
consolidated financial statements.
2
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------------- ---------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
REVENUES $ 1,875 $ 6,769 $ 6,090 $ 39,998
OPERATING EXPENSES
Compensation - officer 1,410,500 37,500 1,542,708 115,986
Amortization -- 2,794 -- 10,192
Bad debt -- 1,663 -- 4,936
Consulting 235,619 2,629 1,632,088 15,758
Debenture penalties -- 167,408 30,000 427,150
Debt issue cost amortization 8,925 -- 39,850 10,000
Impairment loss -- -- -- 20,910
Professional fees (139) 7,344 23,478 56,853
Other selling, general and administrative 17,566 20,775 110,445 80,487
------------- ------------- ------------- -------------
TOTAL OPERATING EXPENSES 1,672,471 240,113 3,378,569 742,272
------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (1,670,596) (233,344) (3,372,479) (702,274)
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)
Settlement expense -- -- (144,527) (36,500)
Interest expense (19,775) (30,327) (45,934) (72,255)
Recovery of bad debt 4,724 2,946 14,168 15,012
Interest income -- 1,663 -- 4,936
------------- ------------- ------------- -------------
TOTAL OTHER INCOME (EXPENSE) (15,051) (25,718) (176,293) (88,807)
------------- ------------- ------------- -------------
LOSS BEFORE MINORITY INTEREST (1,685,647) (259,062) (3,548,772) (791,081)
MINORITY INTEREST IN SUBSIDIARY LOSS -- 1,397 -- 5,097
------------- ------------- ------------- -------------
NET LOSS $ (1,685,647) $ (257,665) $ (3,548,772) $ (785,984)
============= ============= ============= =============
------------- ------------- ------------- -------------
NET LOSS PER SHARE - BASIC AND DILUTED $ (0.01) $ (0.01) $ (0.03) $ (0.03)
============= ============= ============= =============
WEIGHTED AVERAGE COMMON EQUIVALENT
SHARES OUSTANDING - BASIC AND DILUTED 183,838,791 28,448,487 131,029,460 28,316,619
============= ============= ============= =============
The accompanying notes are an integral part of thesec
consolidated financial statements.
3
SUN NETWORK GROUP, INC. AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 30,
2004 2003
----------- -----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,548,772) $ (785,984)
Adjustment to reconcile net loss to net cash
used in operating activities:
Amortization expense -- 10,192
Bad debt expense -- 4,936
Impairment loss -- 20,910
Amortization of deferred debt issue costs 39,850 10,000
Amortization of debt discounts to interest expense 3,062 12,774
Stock based consulting and compensation expense 3,096,871 36,500
Settlement expense 144,527 --
Allocation of loss to minority interest -- (5,097)
Changes in:
Interest receivable -- (4,936)
Prepaids 34,000 (54,000)
Accounts payable (3,311) 30,397
Accrued interest 38,547 --
Accrued expenses -- 59,481
Accrued penalties 30,000 427,150
Accrued compensation, related party 54,300 97,000
----------- -----------
Net cash used in operating activities (110,926) (140,677)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable 824,000 --
Payment of debt issue costs (71,400) --
Payment on convertible debenture (750,000) --
Proceeds from stockholder advance 7,000 --
Proceeds fro loan from joint venture partner -- 50,000
Proceeds from loans from officer -- 10,299
----------- -----------
Net cash provided by financing activities 9,600 60,299
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (101,326) (80,378)
CASH AND CASH EQUIVALENTS, Beginning of period 101,879 81,751
----------- -----------
CASH AND CASH EQUIVALENTS, End of period $ 553 $ 1,373
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
=========== ===========
Income taxes paid $ -- $ --
=========== ===========
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for debentures payable $ 62,188 $ --
=========== ===========
Debt issue costs deferred in connection with convertible debentures $ 49,000 $ --
=========== ===========
Common stock issue for accrued compensation $ 242,792 $ --
=========== ===========
The accompanying notes are an integral part of thesec
consolidated financial statements.
4
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESNETATION AND SUMMARY OF SIGNIFICANT ACOUNTING 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 years ended
December 31, 2003 and 2002 and notes thereto contained in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003 as filed with the SEC
. The results of operations for the nine months ended September 30, 2004 are not
necessarily indicative of the results for the full fiscal year ending December
31, 2004.
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 follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various revenues streams of
the Company:
5
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 generally produces episodic television series and generates revenues
from the sale of broadcast licenses and advertising sales. 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.
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
Prior to fiscal 2004, the Company had received $750,000 pursuant to a Securities
Purchase Agreement to issue and sell 12% convertible debentures. The holders of
this debt had 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 of
the lesser of (a) 50% of the market value of the common stock as defined in the
debenture or (b) $0.15. Interest was payable either quarterly or at the
conversion date at the option of the holder.
Since a registration statement relating to the debentures was not declared
effective within 90 days of June 27, 2002, the Company was obligated to pay a
fee to the debenture holders equal to 2% per month on the principal balance
outstanding. The registration statement was declared effective on October 30,
2003. In connection with this penalty, the Company had previously recorded in
2003 $130,849 in penalty fee expenses resulting in a total accrued penalty
related to this penalty of $130,849 through the date of redemption (March 8,
2004).
6
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Under the debenture, the Company incurred 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 or for
not reporting to the debenture holder's on a timely basis as stipulated in the
Debenture Agreement. The penalty rate was computed as 3% of the outstanding
debenture balance per month, which computed to $15,000 per month. The penalty
expense from January 1, 2004 to March 8, 2004 (date of redemption) was $20,000.
The accrued penalty through March 8, 2004 (date of redemption agreement)
amounted to $236,137. Although the Company authorized the increase of its
authorized shares to 200,000,000 in May 2003 and then to 500,000,000 in October
2003, this increase was not sufficient to satisfy the required authorized shares
pursuant to the Debenture Agreement and therefore the penalty had been accrued
through the redemption date (March 7, 2004).
On June 28, 2003 and on August 8, 2003 (the "Default Dates"), the Company
defaulted on its maturity date payments on $500,000 of debentures. A default
penalty expense was computed under the terms of the debenture as $179,492 and
was charged to operations in fiscal 2003 from the Default Dates through December
31, 2003 and included in accrued penalty.
In addition, interest accrued at the default rate of 15% from the default dates.
During December 2003 to the date of redemption (March 8, 2004), $87,194 of
debentures were converted into 15,159,326 shares of common stock (see note 4).
Additionally, from March 2004 to May 2004, the Company repaid debenture holders
$750,000.
On March 8, 2004, the Company entered into a redemption agreement with its
debenture holders, whereby the Company agreed to pay $150,000 per week for five
weeks commencing on March 22, 2004 until such time as the Company has paid
$750,000. Upon final payment, the Company delivered 20,000,000 shares of common
stock to the debenture holders as full satisfaction of all accrued liabilities
under the debenture agreements. In May 2004, the Company paid funds due to the
debenture holders in full satisfaction of all liabilities. In connection with
the redemption agreement, the Company paid the debenture holders cash of
$750,000, 20,000,000 shares of common stock valued at $720,000 or $.036 per
share, and $87,194 of common shares upon conversion of the debentures. These
were in full satisfaction of accrued penalties and liquidating damages of
$546,478, accrued interest of $116,188, and debenture liabilities of $750,000
resulting in an aggregate settlement expense of $144,527.
NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has recently issued several new
accounting pronouncements:
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.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.
7
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - STOCKHOLDERS' DEFICIT
COMMON STOCK
During the nine months ended September 30, 2004, in connection with the
conversion of debentures payable, the Company issued 6,260,998 shares of common
stock upon the conversion of debentures payable amounting to $62,188.
In connection with the redemption agreement, the Company issued 20,000,000
shares of common stock to the debenture holders as full satisfaction of
liabilities under the debenture agreements. These shares were valued on the date
of the redemption agreement at fair market value based on the quoted trading
price of the stock (see Note 2).
During the three months ended March 31, 2004, the Company entered into
agreements with third parties for management consulting, business advisory,
shareholder information and public relations services. In connection with these
agreements, the Company issued such consultants 36,800,000 shares of its common
stock for these services. The Company valued these shares at the quoted trading
price on the date of the agreement at prices ranging from $0.026 to $0.043 per
common share, and recorded consulting expense of $1,211,733 and deferred
consulting expense of $166,667 to be amortized over the one-year contract term.
During the three months ended June 30, 2004, the Company entered into agreements
with third parties for management consulting, business advisory, shareholder
information and public relations services. In connection with these agreements,
the Company issued such consultants 13,500,000 shares of its common stock for
these services. The Company valued these shares at the quoted trading price on
the date of the agreement at prices ranging from $0.027 to $0.036 per common
share (total of $420,000), and recorded consulting expense of $50,358 and
deferred consulting expense of $369,642 to be amortized over the contract terms.
In May 2004, the Company issued 10,000,000 shares of common stock to an officer
of the Company for all accrued compensation through June 30, 2004. The Company
valued these shares at the quoted trading price on the date of grant of $0.03
per common share, and reduced accrued compensation by $242,792 and recorded
non-cash compensation expense of $57,208.
During the three months ended September 30, 2004, the Company issued shares to
third parties and the Company's CEO for past management consulting, business
advisory, shareholder information and public relations services. In connection
with these agreements, the Company issued such consultants and employee
72,250,000 shares of its common stock for these services. The Company valued
these shares at the quoted trading price on the date of the agreement at prices
ranging from $0.007 to $0.025 per common share, and recorded consulting expense
of $1,434,950 with $1,410,500 charged to compensation - officer and $24,450
charged to consulting.
In September 2004, the Company entered into a private stock placement and
consulting agreement whereby the Company agreed to sell 53,000,000 shares of its
common stock for $0.0025 per share or $132,500. The services have been valued at
the difference between the quoted trading price on the date prior to the
agreement date and the price paid per shares or $0.0055 per share. The $291,500
allocated to services will be amortized over the two year term of the contract
with $13,765 recognized as consulting expense as of September 30, 2004.
8
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Subsequent to September 30, 2004, the Company has received $70,000 of the
proceeds which is shown as a current asset in the accompanying consolidated
balance sheet. The remaining $62,500 is shown as a reduction in stockholder's
deficit in the accompanying consolidated balance sheet.
NOTE 5 - LOANS PAYABLE
From March to April, 2004, the Company entered into 2-year loan agreements and
borrowed an aggregate of $824,000. The loans bear interest at a rate equal to
the prevailing 30-day LIBOR rate plus 100 basis points. Interest on the loans is
computed on the basis of 360-day year for the number of actual days elapsed and
is due and payable quarterly commencing June 2, 2004. The loans are due in March
2006. If the loans are not paid by the close of business on the due date in
March 2006, the Company shall pay the lender a late charge equal to five percent
of the outstanding principal balance. The Company paid a cash fee equal to 10%
of the amount borrowed which is deducted directly from the proceeds by the
lender. These fees are recorded as deferred debt issuance costs and amortized
over the loan term. The loans are collateralized by 56,000,000 shares of the
Company's common stock. The collateral shares are not considered outstanding for
accounting purposes and do not have voting rights until and unless they are
foreclosed upon due to any future default as stipulated in the agreements.
Accrued interest was $20,665 at September 30, 2004. The Company defaulted on the
$824,000 loans payable in June 2004 due to non-payment of required interest
payments. Accordingly, the lender may take possession of collateral and may
exercise its rights to voting the 56,000,000 collateral common shares.
Additionally, due to the default, the loans become due on demand and accordingly
are reflected as current liabilities.
NOTE 6 - 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 elected to
conservatively impair this asset for accounting purposes. Accordingly, the
Company recorded an impairment loss of $20,910 for the nine months ended
September 30, 2003.
NOTE 7 - REPORTABLE SEGMENTS
As of September 30, 2004 and 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:
September 30, 2004
NETWORK TV NETWORK RADIO TOTAL
----------- ------------- -----------
Assets $ 123,103 $ -- $ 123,103
=========== =========== ===========
Revenue $ -- $ 6,090 $ 6,090
Other operating expenses (3,358,311) (20,258) (3,378,569)
Interest income -- -- --
Interest expense (45,934) -- (45,934)
Settlement expense (144,527) -- (144,527)
Recovery of bad debts -- 14,168 14,168
----------- ----------- -----------
Segment loss $(3,548,772) $ -- $(3,548,772)
=========== =========== ===========
9
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2003
NETWORK TV NETWORK RADIO TOTAL
---------- ------------- ---------
Assets $ 55,373 $ -- $ 55,373
========= ========= =========
Revenue $ 30,000 $ 9,998 $ 39,998
Amortization -- (10,192) (10,192)
Other operating expenses (707,070) (25,010) (732,080)
Interest income 4,936 -- 4,936
Interest expense (72,255) -- (72,255)
Settlement expense (36,500) -- (36,500)
Recovery of bad debts -- 15,012 15,012
Minority interest -- 5,097 5,097
--------- --------- ---------
Segment loss $(780,889) $ (5,095) $(785,984)
========= ========= =========
NOTE 8 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $6,717,134 and a working capital deficit of
$783,712 at September 30, 2004, and cash used in operations in for the nine
months ended September 30, 2004 of $110,926. Also, revenues were nominal. In
addition, the Company defaulted on the $824,000 loans payable in June 2004 due
to non-payment of required interest payments and accordingly the loans became
due on demand. Accordingly, the lender may take possession of collateral and may
exercise its rights to voting the 56,000,000 collateral common shares. Through
November 2003, the Company received approximately $582,000 in funding, net of
$168,000 of fees. Additionally, through September 30, 2004, the Company borrowed
$824,000 under loan agreements to pay back the debenture holders.
10
SUN NETWORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Management expects operations to generate negative cash flow at least through
December 2004 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, management is
also pursuing potential acquisition/merger situations which may change the
nature of the business substantially. 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 OR PLAN OF OPERATIONS
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
OVERVIEW
We intended to use the net proceeds from the Debenture to develop, operate and
expand the businesses of RTV and Radio X and continue to seek other
opportunities for us. In 2004, we entered into loan agreements and borrowed a
total of $824,000 and received net proceeds of $752,600, net of debt issue costs
and paid back the debenture holders $750,000. We believe that through our loan
borrowings, we will have sufficient capital to operate through the end of 2004.
We will, however, continue to seek additional capital to fund further
development, expansion and operation of our businesses. Upon conversion of the
Debentures into our common stock there will be substantial shareholder dilution.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2003
REVENUES
Revenues for the nine months ended September 30, 2004 were $6,090 as compared to
revenues for the nine months ended September 30, 2003 of $39,998 and were
derived from our consolidated subsidiary, Radio X Network.
OPERATING EXPENSES
Compensation was $1,542,708 for the nine months ended September 30, 2004
compared to $115,986 for the comparable period in 2003. Compensation relates
solely to compensation under our employment agreement with our president and
additional stock based compensation valued at $1,410,500 in the third quarter of
2004. Additionally, in May 2004, the Company recorded additional non-cash
compensation of $57,208 due to the issuance of 10,000,000 common shares for
accrued compensation.
12
Amortization of radio programs of $0 and $10,192 for the nine months ended
September 30, 2004 and 2003, respectively, results from amortizing the radio
programs intangible assets that resulted from the investment by our subsidiary,
RadioTV Network, Inc, in the Radio X Network.
Consulting expense for the nine months ended September 30, 2004 was $1,632,088
compared to $15,758 for the nine months ended September 30, 2003. During the
nine months ended September 30, 2004, consulting expense related to the issuance
of common stock for services to outside consultants.
The debenture penalty of $30,000 and $427,150 for the nine months ended
September 30, 2004 and 2003, respectively, 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 on the June 28, 2003 and August 8, 2003 maturity of $500,000 of
debentures.
For the nine months ended September 30, 2003, the Company had an impairment loss
of $20,910 as compared to $0 for the nine months ended September 30, 2004. 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 nine months ended September 30, 2004 were $23,478
compared to $56,853 for the nine months ended September 30, 2003. The decrease
is primarily related to accounting and legal, audit and registration statement
related services regarding our filing a SB-2 in the 2003 period.
Other selling, general and administrative expenses were $110,445 for the nine
months ended September 30, 2004 as compared to $80,487 for the nine months ended
September 30, 2003. The increase in expenses is primarily due to an increase in
travel related expense for the nine months ended September 30, 2004 as compared
to the nine months ended September 30, 2003.
Interest expense was $45,934 for the nine months ended September 30, 2004
compared to $72,255 for the nine months ended September 30, 2003. Interest
expense is attributed to the loan payable and the convertible debenture offering
and includes accrued interest of the convertible debentures and amortization of
the debt discount as well as accrued interest on the convertible debentures due
to the default on payment.
For the nine months ended September 30, 2004, we recognized settlement expense
of $144,527 related to the redemption of the 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 $3,548,772 or $(.03) per
share for the nine months ended September 30, 2004 as compared to a net loss of
$785,984 or ($.03) per share for the nine months ended September 30, 2003.
13
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2004, we had a stockholders' deficit of $769,289. 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, by the sale of
convertible debentures of $750,000 through November 2003, and net proceeds from
loan of $752,600 through May 2004. We also sold 53,000,000 shares of our common
stock in a private placement offering in September 2004 for $132,500. To date,
we have received $70,000 of the proceeds. We expect to receive the additional
$62,500 in the near term. 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
and debentures. During the three months ended June 30, 2004, we repaid $750,000
of our outstanding convertible debentures. The cash balance at September 30,
2004 was $553 and we will have to minimize operations until we receive
additional cash flows from our businesses, complete additional financing, or
find a merger candidate.
We have no other material commitments for capital expenditures. 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
loan proceeds, we have no external sources of liquidity. Although we believe we
will have sufficient capital to fund our anticipated operations through fiscal
2004, we are not currently generating meaningful revenues and, unless we raise
additional capital, we may not be able to continue operating beyond fiscal 2004.
Net cash used in operations during the nine months ended September 30, 2004 was
$110,926 and was substantially attributable to net loss of $3,548,772 offset
primarily by non-cash stock based expenses of $3,096,871, settlement expense of
$144,527, non-cash debt discount amortization of $3,062, amortization of
deferred debt issuance costs of $39,850, and net changes in operating assets and
liabilities of $153,536. In the comparable period of 2003, we had net cash used
in operations of $140,677 primarily relating to the net loss of $785,984
primarily offset by an impairment loss of $20,910, stock-based consulting
expense of $36,500, non-cash debt discount amortization of $12,774, amortization
of deferred debt issuance costs of $10,000, and net changes in operating assets
and liabilities of $555,092.
Net cash provided by financing activities for the nine months ended September
30, 2004 was $9,600 as compared to net cash provided by financing activities of
$60,299 for the nine months ended September 30, 2003. During the nine months
ended September 30, 2004, we received proceeds from loans of $824,000, received
$7,000 from a stockholder advance, paid debt issuance costs of $71,400 and
repaid debenture holders $750,000. In the comparable period of 2003, we received
a loan from a joint venture partner of $50,000 and proceeds from an officer loan
of $10,999.
For the fiscal year ended December 31, 2003, 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, 2003 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.
14
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 follow the guidance of the Securities and Exchange Commission's Staff
Accounting Bulletin 104 for revenue recognition. In general, the Company records
revenue when persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the customer is
fixed or determinable, and collectability is reasonably assured. The following
policies reflect specific criteria for the various revenues streams of the
Company:
We account 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").
We generally produce episodic television series and generate revenues from the
sale of broadcast licenses and advertising sales. 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.
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. We recognize 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 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.
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.
15
OFF BALANCE SHEET ARRANGEMENTS
There are no off balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
ITEM 3. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no changes in our internal control over
financial reporting or in other factors that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company issued 250,000 shares of common stock to a new member of the board
of directors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company is in default on the $824,000 loans payable due to non-payment of
required interest payments.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
16
ITEM 6. EXHIBITS
REGULATION
S-B NUMBER EXHIBIT
31 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer and Chief Financial Officer of the Company
32 Section 906 Certification by Chief Executive Officer and
Chief Financial Officer
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SUN NETWORK GROUP, INC.
November 22, 2004 By: /S/ T. JOSEPH COLEMAN
-----------------------------------------
T. Joseph Coleman
Chief Executive Officer, President, and
Director