10-Q 1 beepq0303.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________to___________ Commission file number: 33-5516-LA Beeper Plus, Inc. _________________ (Name of small business issuer in its charter) Nevada 88-0219239 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 E. Tropicana Ave., Suite 775, Las Vegas, Nevada 89119 ____________________________________________________ __________ (Address of principal executive offices) (Zip Code) Issuer's telephone number: (702) 795-3601 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 [ ] No [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of March 31, 2003 there were 4,808,135 $.01 par value shares. BEEPER PLUS, INC. FORM 10-Q TABLE OF CONTENTS PART I--FINANCIAL INFORMATION Page ____ ITEM 1. Financial Statements............................................. 3 ITEM 2. Management's Discussion and Analysis of Financial Condition and results of Operations............................ 4 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........6 ITEM 4. Controls and Procedures...........................................6 PART II--OTHER INFORMATION ITEM 1. Legal Proceedings................................................ 6 ITEM 2. Changes in Securities............................................ 6 ITEM 3. Defaults Upon Senior Securities.................................. 7 ITEM 4. Submission of Matters to a Vote of Security Holders.............. 7 ITEM 5. Other Information................................................ 7 ITEM 6. Exhibits and Reports on Form 8-K................................. 7 2 PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. BEEPER PLUS, INC. (UNAUDITED) FINANCIAL STATEMENTS March 31, 2003 INDEX Page ____ Balance Sheets............................................................. F-1 Statement of Operations.................................................... F-2 Statement of Cash Flows.................................................... F-3 Notes To Unaudited Interim Financial Statements............................ F-4 3 BEEPER PLUS, INC. Balance Sheets (Unaudited) March 31, June 30 2003 2002 ASSETS (Unaudited> (Audited) _________________________________________________________________________ Current Assets Cash $ 289 $ 11,694 ---------- ----------- Total Assets $ 289 $ 11,694 ========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued expenses $ 27,873 $ 35,409 Accrued compensation and related taxes 100,483 100,483 Notes Payable, current portion 78,900 78,000 ---------- ----------- Total current liabilities 207,256 213,892 ---------- ----------- Stockholders' Deficit Common Stock, $0.01 par value, 10,000,000 shares authorized, 4,808,135 shares issued and outstanding 48,081 48,081 Paid-in Capital 965,158 965,158 Accumulated deficit (1,216,836) (1,212,067) ---------- ----------- (203,597) (198,828) Less: treasury stock, at cost (3,370) (3,370) ---------- ----------- (206,966) (202,198) ---------- ----------- Total Liabilities and Stockholders' Deficit $ 289 $ 11,694 ========== =========== See notes to the financial statements F-1

See notes to the financial statements F-2 BEEPER PLUS, INC. STATEMENTS OF CASH FLOWS (Unaudited) For Nine months ended March 31, 2003 2002 ____________________________________________________________________________ Cash Flow From Operating Activities: Net (loss) $ (4,769) $ (4,533) Adjustments to reconcile net (loss) to net cash provided by (used in) operations: Decrease in prepaids and other current assets - 46,156 (Decrease) in accounts payable and accrued expenses (7,536) (17,502) --------------------------- Cash flows provided by (used in) operating Activities (12,305) 24,121 --------------------------- Cash Flow From Investing Activities: Closing of certificate of deposit - 160,000 --------------------------- Cash flows provided by investing activities - 160,000 --------------------------- Cash Flow From Financing Activities: Advance from related parties 900 7,500 (Repayments) to related parties - (21,000) (Payments) on line of credit - (159,931) --------------------------- Cash flows provided by (used in) financing activities 900 (173,431) --------------------------- Net increase (decrease) in cash (11,405) 10,690 Cash at beginning of period 11,694 7,778 --------------------------- Cash at end of period $ 289 $ 18,468 =========================== Supplemental disclosures of Cash Flow Information Interest Paid $ 0 $ 5,343 =========================== See notes to the financial statements F-3 BEEPER PLUS, INC. NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS _______________________________________________ NOTE 1-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS: Beeper Plus, Inc. (the "Company") historically disseminated sports and news information directly to customers nationwide through hand held pagers by utilizing contracted paging services. The Company also utilized independent distributors to provide information to clients within the United States. In April 2001, the Company sold its business to a vendor and was not operating since then. The Company is currently seeking to form a joint venture to own and operate a 40-room hotel and approximately 80 acres of beachfront property in LaPaz, Mexico. As of August 25, 2003, the project has not been consummated. A summary of significant accounting policies follows. PRESENTATION OF INTERIM INFORMATION: The financial information at March 31, 2003 and for the three and nine months ended March 31, 2003 and 2002 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the instructions to Form 10-Q. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information refer to the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2002. The results for the three and nine months ended March 31, 2003 may not be indicative of results for the year ending June 30, 2003 or any future periods. EXTINGUISHMENTS OF LIABILITIES: The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", a replacement of SFAS No. 125, which provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. SFAS No. 140 requires that a liability be derecognized if and only if either (a) the debtor pays the creditor and is relieved of its obligation for the liability or (b) the debtor is legally released from being the primary obligor under the liability either judicially or by the creditor. Therefore, a liability is not considered extinguished by an in-substance defeasance. NEW ACCOUNTING STANDARDS: In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, "Accounting for Stock-Based Compensation- Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the F-4 BEEPER PLUS, INC. NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS _______________________________________________ NOTE 1-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on the Company's consolidated financial position and results of operations as the Company has not elected to adopt SFAS No. 123's fair value based method of accounting for stock-based employee compensation. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company will adopt the disclosure requirements in the third quarter of fiscal 2003. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which requires a guarantor to recognize and measure certain types of guarantees at fair value. In addition, Interpretation No. 45 requires the guarantor to make new disclosures for these guarantees and other types of guarantees that are not subject to the initial recognition and initial measurement provisions. The disclosure requirements are effective for financial statements for interim or annual periods ended after December 15, 2002, while the recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Company currently has no guarantees issued and therefore the adoption did not have an effect on its financial position and results of operations. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which requires companies to consolidate certain types of variable interest entities. Interpretation No. 46 is applicable: (i) immediately for all variable interest entities created after January 31, 2003; or (ii) in the first fiscal year or interim period beginning after June 15, 2003 for those created before February 1, 2003. In accordance with Interpretation No. 46, the Company will be required to consolidate one operating lease pertaining to two separate properties, generally known as a "synthetic lease," beginning in the first quarter of fiscal 2004. The Company currently has no contractual relationship or other business relationship with a variable interest entity and therefore the adoption did not have an effect on its consolidated financial position or results of operations on the Company's financial position or results of operations. NOTE 2-CONTINUING OPERATIONS The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Presently, the Company is not operating and expects no funds will be generated from operations in the near future. As a result, the Company expects to continue to incur operating losses and may not have enough money to grow its business in the future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital. F-5 BEEPER PLUS, INC. NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS _______________________________________________ NOTE 3-EXTINGUISHMENT OF DEBT In March 2003, the Company extinguished an account payable of $7,692, which was included in other income. NOTE 4-NET INCOME (LOSS) PER SHARE As the Company incurred net income (losses) for the three and nine months ended March 31, 2003 and 2002, the effect of dilutive stock options totaling 1.2 million has been excluded from the calculation of diluted net loss per share because it was anti-dilutive. However, these options could be dilutive in the future. The following table sets forth the computation of basic and diluted net loss per share:

F-6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Information-General This report contains a number of forward-looking statements, which reflect Beeper's current views with respect to future events and financial performance including statements regarding Beeper's projections, and the sports paging industry. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned to not place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof Beeper undertakes no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof. Additionally, these statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, Beeper's dependence on limited cash resources, and its dependence on certain key personnel within Beeper. Results of Operations Pursuant to a Purchase and Sale transaction, effective as of April 1, 2001, the Company sold its paging business known as The Sports Page and Score Page to BeepMe, a third party vendor and creditor of the Company. As a consequence of the sale of its paging business, the Company ceased business operations in the paging business and is currently seeking new business opportunities through acquisitions or a merger. The Company historically generated operating revenues by the dissemination of sports and news information through the utilization of contracted paging services directly to customers nationwide, including Hawaii, Alaska and the Caribbean, through a hand-held alpha-numeric pagers called The Sports Page and The Front Page. The Company also utilized independent distributors to provide The Sports Page to clients in two locations throughout the United States. The distributors in each territory entered into Distribution Agreements, which provided that a percentage or minimum as per their contract of gross revenues earned by the distributor was paid to the Company. Also pursuant to the Agreement, the distributor was typically required to pay the Company a minimum monthly fee; thus, the Company was attempting to ensure minimum monthly revenue for the Company. For the quarter ended March 31, 2003, Beeper generated $0.00 revenues, as compared to $0.00 for the quarter ended March 31, 2002. This lack of the generation of revenues by Beeper was in fact due to Beeper's sale of its paging business and services, which was its only revenue generating source and it has not as yet developed any revenue source or completed a merger or acquisition of an ongoing operation. The following tables set forth selected information from the Statements of Operations for the three month periods ended March 31, 2003 and 2002 (Unaudited), and Balance Sheets as of June 30, 2002 (Audited) and three month period ending March 21, 2003 (Unaudited). 4 Selected Statement of Operations Information For the Three Month Periods Ended March March 31, 2003 31, 2002 (Unaudited) (Unaudited) ___________ ___________ Total Revenue $ -0- $ -0- Total Expenses 1,813 5,082 Income (Loss) From Operations (1,813) (5,082) Total Other Income (Expenses) 7,473 1,409 Net Income (Loss) $ 5,660 $ (3,673) Selected Balance Sheet Information As of March June 31, 2003 30, 2002 (Unaudited) (Audited) ___________ _________ Total Assets $ 289 $ 11,695 Total Liabilities 207,256 213,892 Accumulated deficit (1,216,836) (1,212,067) Net Stockholders' (Deficit) $ (206,966) $ (202,197) Operating expenses were $1,813 for the three months ended March 31, 2003 and $5,082 for March 31, 2002, representing a decrease in operating expenses of $3,269 or approximately 64%. This decrease was a result of Beeper's efforts to minimize administrative costs while attempting to develop a source of revenues or determine a potential merger or acquisition candidate after the sale of its paging business and services. Net income from operations for the three months ended March 31, 2003, at $5,660 compared to a net loss of $3,673 at March 31, 2002. Beeper did not generate any revenues in either three month period ending March 31, 2003 or March 31, 2002. This increase in net income was a result of Beeper's retirement of a $7,692 account payable in the three-month period ended March 31, 2003. As a consequence, interest and miscellaneous income went from $1,799 at the period ending March 31, 2002 to $7,692 at the period ending March 31, 2003, representing an approximate 327% increase. Due to Beeper's sale of its paging business in April of 2001, Beeper at this time does not offer any products for sale or offer any services; therefore, Beeper incurred no cost of sales or services for the periods ended March 31, 2003, or March 31, 2002. Liquidity and Capital Resources For the three-month unaudited period ending March 31, 2003, the Company had $289 in cash and cash equivalents, as compared to $11,695 for the audited period ending June 30, 2002. Net cash used in operating activities for the nine-months ended March 31, 2003, was $12,305 as compared to providing net cash of $24,121 for the nine-months ended March 31, 2002. This decrease was a result of Beeper's decrease of prepaids and other current assets of $46,156, in the period ending March 31, 2002, and there were no decreases in the period ending March 31, 2003. 5 Cash flows provided by investing activities for the nine months ended March 31, 2003, was $0.00 as compared to $160,000 for the nine months ended March 31, 2002. This decrease was due to the release of the Company's certificate of deposit of $160,000 after it closed its line of credit in 2001 and Beeper did not undertake any endeavors to raise capital during the nine-month period ending March 31, 2003. Net cash provided by financing activities for the nine months ended March 31, 2003, was $900, as compared to using $173,431 for the nine months ended March 31, 2002. In the nine months ended March 31, 2003, Beeper received an advance of $900 from a related party as compared to retiring its line of credit of $159,931 and repayments to related parties of $21,000 in the nine months ended March 31, 2002. Beeper and did not undertake any other ventures in the nine months ended March 31, 2003. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable ITEM 4. Controls and Procedures (a) Evaluation of Disclosure Controls & Procedures. ______________________________________________ Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company's principal executive officer and principal financial officer have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the principal executive officer and principal financial officer have concluded the Company's disclosure controls and procedures are effective in timely informing them of material information relating to the Company required to be disclosed in its reports under the Securities Exchange Act of 1934. (b) Changes in Internal Control over Financial Reporting. ____________________________________________________ There was no change in the Company's internal control over financial reporting during the Company's fiscal quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. The Company has no legal proceedings in effect. ITEM 2. Changes in Securities. There have been no changes in securities during this reporting period. 6 ITEM 3. Defaults Upon Senior Securities. The Company has incurred no defaults upon senior securities during this reporting period. ITEM 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of security holders during this reporting period. ITEM 5. Other Information. None. ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 31.1 Certification of President/Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Secretary/Treasurer/Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification of President/Director pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 Certification of Secretary/Treasurer/Director pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None SIGNATURES In accordance with 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 hereunto duly authorized. Beeper Plus, Inc. _________________ (Registrant) /s/Frank DeRenzo _________________ (Signature) Frank DeRenzo/President _______________________ Name/Title (print) Date: September 11, 2003 7

BEEPER PLUS INC 10-Q