UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2002
/ / Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For transition period from _____________ to ________________.
Commission File Number: 2-98014-D
NOVA COMMUNICATIONS LTD.
(Exact name of small business issuer as specified in its charter)
Nevada 95-4756822
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3830 Del Amo Blvd., Torrance, CA 90503
(Address of principal executive offices)
Issuer's telephone number including area code: (310) 642-0200
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 / X / No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common stock: $.001 par value 46,958,181 shares outstanding at September 30,
2002.
Documents incorporated by reference: Form S-8 filed February 12, 2002, March 26,
2002, April 1, 2002, April 1, 2002, April 1, 2002, April 8,2002, and April 15,
2002
Total sequentially numbered pages in this document: 24
1
INDEX
NOVA COMMUNICATIONS LTD.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements September 30, 2002 (unaudited) and December 31,
2001 (pro-forma)
(a) Consolidated Balance Sheets, September 30, 2002 and December 31,
2001.
(b) Statements of Operations and Comprehensive Loss for the Nine Months
Ended September 30, 2002 and 2001.
(c) Statements of Operations and Comprehensive Loss for the Three Months
Ended September 30, 2002 and 2001.
Item 2 Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
PART II. OTHER INFORMATION
Item 5 Other Information
Item 6 Exhibits And Reports On Form 8-K
2
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
NOVA COMMUNICATIONS LTD.
Consolidated Balance Sheets
September 30 December 31
2002 2001
---------------- ----------------
ASSETS
Current assets:
Cash $ 175,459 $ 101,345
Accounts receivables, less allowance for uncollectible
accounts of $31,580 in 2002 and $6,885 in 2001 66,326 93,404
Notes receivable 33,628 39,446
Inventories - -
Prepaid expenses and deposits 44,096 4,496
Available-for-sale investments 32,625 32,625
-------------- --------------
Total current assets 352,134 271,316
Equipment, net 270,574 315,884
Other assets:
Goodwill, less accumulated amortization of $7,786 in
2002 and $4,866 in 2001 19,464 22,384
Deposits 3,063 3,063
-------------- --------------
Total other assets 22,527 25,447
-------------- --------------
$ 645,235 $ 612,647
============== ==============
3
NOVA COMMUNICATIONS LTD.
Consolidated Balance Sheets (continued)
September 30 December 31
2002 2001
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------------
Current liabilities:
Accounts payable $ 663,234 $ 508,866
Payable to related parties 22,158 20,000
Accrued payroll and payroll related liabilities 273,474 80,526
Customer deposits 21,894 27,337
Income taxes payable - -
Other accrued liabilities - -
Long-term obligations, due within one year 119,746 7,582
Net liabilities of discontinued operations - 4,720,840
-------------- --------------
Total current liabilities 1,100,506 5,365,151
Long-term obligations 843,609 843,191
Notes payable to related parties 625,000 1,075,000
Commitments
Stockholders' equity (deficit):
Preferred stock; no par value; authorized 10,000,000 shares - -
Common stock; $.001 par value; authorized 500,000,000 shares; outstanding
46,958,181,shares in 2002 and 31,428,458 shares in 2001 46,958 31,429
Common stock to be issued - 20,000
Additional paid-in capital 13,797,842 13,075,523
Retained deficit (15,303,548) (19,332,515)
Unrealized holding loss from available-for-sale
investments (465,132) (465,132)
-------------- --------------
Total stockholders equity (deficit) (1,923,880) (6,670,695)
-------------- --------------
$ 645,235 $ 612,647
============== ==============
4
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
For The Nine Months
Ended September 30
2002 2001
------------- ------------
Revenues $ 6,045,370 $ 2,126,600
Cost of revenues 5,098,709 1,925,225
------------- ------------
Gross margin 946,661 201,375
Operating expenses:
Selling 287,661 157,149
Operating 389,761 259,175
General and administrative 334,238 489,668
Consulting fees (paid by stock issuance) 573,169 -
------------- ------------
Total operating expenses 1,584,829 905,992
------------- ------------
Loss from operations (638,168) (704,617)
Other income (expenses):
Interest, net (80,237) (93,608)
------------- ------------
Total other income (expenses) (80,237) (93,608)
------------- ------------
Loss before provision (benefit) for income taxes (718,405) (798,225)
Provision (benefit) for income taxes - -
------------- ------------
Net loss of continuing operations (718,405) (798,225)
Net loss of discontinued operations (775,336) (1,871,879)
Gain on sale of discontinued operations 5,522,708 -
Net income (loss) $ 4,028,967 $ (2,670,104)
============= ============
Net income (loss) per common share $ .0980 $ (.1285)
============= ============
Unrealized holding gain (loss) on available-for-sale investments - (54,375)
------------- ------------
Comprehensive income (loss) $ 4,028,967 $ (2,724,479)
============= ============
Comprehensive income (loss) per common share $ .0980 $ (1311)
============= ============
5
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
For The Three Months
Ended September 30
2002 2001
------------- ------------
Revenues $ 1,872,947 $ 1,045,160
Cost of revenues 1,517,807 978,168
------------ ------------
Gross margin 355,140 66,992
Operating expenses:
Selling 93,585 101,336
Operating 138,613 116,079
General and administrative 101,068 262,706
Consulting fees (paid by stock issuance) (14,230) -
------------- ------------
Total operating expenses 319,036 480,121
------------- ------------
Income (loss) from operations 36,104 (413,129)
Other income (expenses):
Interest, net (26,336) (13,819)
------------- ------------
Total other income (expenses) (26,336) (13,819)
------------- ------------
Income (loss) before provision (benefit) for income taxes 9,768 (426,948)
Provision (benefit) for income taxes - -
------------- ------------
Net income (loss) of continuing operations 9,768 (426,948)
Net loss of discontinued operations (171,845) (697,309)
Gain on sale of discontinued operations 5,522,708 -
Net income (loss) $ 5,360,631 $ (1,124,257)
============= ============
Net income (loss) per common share $ .1154 $ (.0517)
============= ============
Unrealized holding gain (loss) on available-for-sale investments - (54,375)
------------- ------------
Comprehensive income (loss) $ 5,360,631 $ (1,178,632)
============= ============
Comprehensive income (loss) per common share $ .1154 $ (0542)
============= ============
6
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
1. Business and summary of significant accounting policies
-------------------------------------------------------
BUSINESS: Nova Communications Ltd. (the "Company" or "Nova") was
incorporated under the laws of the State of Utah on March 25, 1985.
Effective June 28, 1999, the Company changed its name from First
Colonial Ventures, Ltd. to Nova Communications Ltd. and changed its
state of incorporation from Utah to Nevada. The Company invests in and
provides managerial assistance to developing companies.
BASIS OF CONSOLIDATION: The consolidated financial statements include
the accounts of Nova and its subsidiary Kadfield, Inc. All intercompany
accounts and transactions have been eliminated.
As of September 30, 2002 and December 31, 2001, the Company owned 100%
of Kadfield.
INTERIM REPORTING: The Company's year-end for accounting and tax
purposes is December 31. In the opinion of management of the Company,
the accompanying consolidated financial statements as of September 30,
2002 and for the nine months then ended contain all adjustments,
consisting of only normal recurring adjustments, except as noted
elsewhere in the notes to the consolidated financial statements,
necessary to present fairly its financial position, results of its
operations and cash flows. The consolidated results of operations for
the nine months ended September 30, 2002 are not necessarily indicative
of the results to be expected for the full year.
CASH AND CASH CONCENTRATIONS: For purposes of the statement of cash
flows, the Company and its subsidiaries consider cash equivalents to be
highly liquid instruments with original due dates within three months
of the date purchased.
The Company and its subsidiaries place their cash in financial
institutions and, at various times throughout the year, cash held in
these accounts has exceeded Federal Deposit Insurance Corporation
limits. Neither the Company nor its subsidiaries have experienced any
losses as a result of these cash concentrations.
7
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
1. Business and summary of significant accounting policies (continued)
-------------------------------------------------------------------
INVESTMENTS: Investments are accounted for under the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" ("SFAS 115"). SFAS
115 requires that all applicable investments be classified as trading
securities, available-for-sale securities, or hold-to-maturity
securities. The statement further requires that hold-to-maturity
securities be reported at amortized cost and available-for-sale
securities be reported at fair market value, with unrealized gains and
losses excluded from earnings but reported in a separate component of
shareholders' equity (net of the effects of income taxes) until they
are disposed of or sold. At the time of disposal or sale, any gains or
losses, calculated by the specific identification method, are
recognized as a component of operating results.
EQUIPMENT: Equipment is carried at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the
depreciable assets, which range from five to fifteen years.
Computer software obtained or developed for internal use is capitalized
in accordance with Statement of Position 98-1, "Accounting for the Cost
of Computer Software Developed for Internal Use". Amortization is
computed using the straight-line method over seven years.
Equipment under capitalized lease obligations is carried at estimated
fair market value determined at the inception of the lease.
Amortization is computed using the straight-line method over the
original term of the lease or the estimated useful lives of the assets,
whichever is shorter.
GOODWILL: Goodwill represents the excess purchase price over the
estimated fair value of the net assets of its subsidiaries.
Amortization is computed using the straight-line method over seven
years.
IMPAIRMENT OF LONG-LIVED ASSETS: The Company and its subsidiary assess
the recoverability of long-lived assets by determining whether the
depreciation and amortization of the asset's balance over its remaining
life can be recovered through projected undiscounted future cash flows.
The amount of impairment, if any, is measured based on fair value and
charged to operations in the period in which the impairment is
determined by management. During 2001, management determined that they
would not be able to recover the excess purchase price over the
estimated fair value of the net assets of its subsidiaries and charged
to operations an expense of approximately $2,738,300 for the impairment
of goodwill.
8
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
1. Business and summary of significant accounting policies (continued)
-------------------------------------------------------------------
REVENUE RECOGNITION: Revenue from Nova's managerial assistance services
is recognized when services are rendered. Revenue from Kadfield, Inc.'s
computer and electronic equipment sales is recognized when equipment is
shipped to customers.
STOCK BASED COMPENSATION: The Company and its subsidiaries account for
stock based compensation under Statement of Financial Accounting
Standards No. 123 ("SFAS 123). SFAS 123 defines a fair value based
method of accounting for stock based compensation. However, SFAS 123
allows an entity to continue to measure compensation cost related to
stock and stock options issued to employees using the intrinsic method
of accounting prescribed by Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock issued to Employees". Entities
electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income and earnings per share, as if the fair
value method of accounting defined in SFAS 123 had been applied. The
Company has elected to account for its stock based compensation to
employees under APB 25. The Company reflects each stock based
compensation certificate as of its issue date in weighted average
number of common stock shares outstanding calculations.
ADVERTISING: The Company and its subsidiary expense the cost of
advertising as incurred as selling expenses. Advertising expenses were
$287,660 and $205,828 for the nine months ended Septmeber 30, 2002 and
2001 respectively.
REPORTING COMPREHENSIVE INCOME: The Company and its subsidiary report
and display comprehensive income and its components as separate amounts
in the consolidated financial statements. Comprehensive income includes
all changes in equity during a period that result from recognized
transactions and other economic events other than transactions with
owners.
INCOME TAXES: Income taxes are provided on the liability method whereby
deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases and
reported amounts of assets and liabilities. Deferred tax assets and
liabilities are computed using enacted tax rates expected to apply to
taxable income in the years in which temporary differences are expected
to
9
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
1. Business and summary of significant accounting policies (continued)
-------------------------------------------------------------------
be recovered or settled. The effect on deferred tax assets and
liabilities from a change in tax rates is recognized in income in the
period that includes the enactment date. The Company and its subsidiary
provide a valuation allowance for certain deferred tax assets, if it is
more likely than not that the Company or its subsidiary will not
realize tax assets through future operations.
SEGMENT REPORTING: The Company and its subsidiary report information
about operating segments and related disclosures about product and
services, geographic areas and major customers in annual and interim
consolidated financial statements under Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information". Operating segments are defined as
components of an enterprise for which separate financial information is
available that is evaluated regularly by Management in deciding how to
allocate resources and in assessing performance.
NET LOSS PER COMMON SHARE: Net loss per common share is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. The weighted average number of common
stock shares outstanding was 46,958,181 for the nine months ended
September 30, 2002 (21,734,672 for 2001). Preferred stock is not
considered to be a common stock equivalent. Common stock to be issued
is not considered to be a common stock equivalent as the effect on net
loss per common share is anti-dilutive.
CONCENTRATION RISK: Kadfield Inc. grants nominal credit to customers
throughout the United States. Because the majority of Kadfield's
revenue is generated through credit card sales the granting of credit
to selected customers is not considered a significant risk.
SIGNIFICANT RISKS AND UNCERTAINTIES: The process of preparing financial
statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions regarding certain types
of assets, liabilities, revenues and expenses. Management of the
Company has made certain estimates and assumptions regarding the
collectability of notes receivable, net realizable value of inventories
and estimated fair value of investments. Such estimates and assumptions
primarily relate to unsettled transactions and events as of the date of
the financial statements. Accordingly, upon settlement, actual results
may differ from estimated amounts.
2. Operations
----------
The Company, through June 30, 2002, had experienced recurring losses
from operations and as of September 30, 2002 had a working capital
deficit of $748,372 ($5,093,835 at December 31, 2001) and a net capital
deficiency of $1,923,880 ($6,670,695 at December 31, 2001).
10
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
2. Operations (continued)
----------------------
On July 1, 2002 Nova sold, for $1.00, its entire interest in
Communications 2000, Inc. This resulted in an increase in earnings of
$5,522,708 during the quarter and an improvement of $5,386,536 in net
equity as of September 30,2002. All operations, except for the loss
from discontinued operations, including all of the assets and
liabilities of Communications 2000, Inc., have been deleted from the
reports for the year ended December 31, 2001, the six months ended June
30, 2002 and the nine months ended September 30, 2002.
Nova has made an offer to acquire a data storage facility company
currently operating in Chapter 11. Nova believes that it will be able
to provide managerial assistance to this company in order for them to
achieve profitable operations. There can be no assurances that Nova's
offer for this company will be accepted.
The Company and its principal subsidiary, continue to suffer from a
working capital shortage. Their efforts to raise additional working
capital continue. The Company believes the above actions, events and
other factors will allow them to continue operations and ultimately
achieve profitability. Until then, the Company is dependent upon its
ability to obtain additional capital and debt financing. Kadfield Inc.,
through September 30, 2002 is cash flow positive, but lacks the
necessary working capital to achieve its business plan.
3. Business combination
--------------------
Effective October 1, 2000, Nova acquired Communications 2000, Inc., dba
TEC-networks, in a business combination accounted for as a purchase.
TEC-networks engaged in the sale, installation and service of business
communications systems, including computer networking and voice, data
and voice-over-the-Internet communications. TEC-networks began its
business during 1995 in Torrance, CA (Los Angeles area) and holds a
national distributorship agreement with Nortel Networks, in addition to
maintaining supplier relationships with several other major equipment
manufacturers and wholesalers. Prior to the business combination, the
principal stockholder of TEC-networks was a stockholder of Nova and
Nova was providing management services to TEC-networks. The general
state of the economy, and the telecom sector specifically, led to the
belief that obtaining the necessary capital to support Communications
2000, Inc.'s business plan would not happen timely and therefore the
decision was made to dispose of the entity, as described above.
11
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
3. Business combination (continued)
--------------------------------
Also effective October 1, 2000, Communications 2000 acquired Kadfield,
Inc. of Redondo Beach, CA. On December 31, 2001, Kadfield, Inc. was
acquired from Communications 2000, Ind and became a wholly owned
subsidiary of Nova Communications. Ltd. Kadfield, Inc. engages in the
retail sale of computer and electronic equipment by direct sale and via
the Internet under the trade name of "BuyMicro". Its customers are
located nationwide.
4. Investments
-----------
All of the Company's investments are considered by Management to be
available-for-sale investments. The following is a summary of
investment securities:
June 30 December 31
2002 2001
------------- ------------
Corporate securities:
Amortized cost $ 497,757 $ 497,757
Gross unrealized losses (465,132) (465,132)
------------- ------------
Estimated fair value $ 32,625 $ 32,625
============= ============
The Company's available-for-sale investments consist of the following
Corporate Securities:
GULF COAST HOTELS, INC. ("GULF COAST"): The Company is a
minority partner in Gulf Coast that was formed to purchase the rights
to approximately 1.4 acres in Biloxi, Mississippi and to develop a
high-rise condominium hotel on that site. Gulf Coast has been unable
to raise the approximately $1,000,000 necessary to complete the down
payment. The seller has provided extensions to Gulf Coast, however
the agreement is in default. Management of Nova has determined that
its investment in Gulf Coast had no value based upon the uncertainty
of the outcome of Gulf Coast's default.
LEGAL CLUB: The Company owns 337,500 shares of common stock
of Legal Club, a publicly traded, nationwide membership organization
providing access to attorney services at discounted rates. The value
of the Company's investment in Legal Club was determined based upon
the closing bid price of their common stock on December 31, 2001.
12
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
5. Equipment
---------
Equipment consisted of the following:
September 30 December 31
2002 2001
------------- ------------
Office furniture, equipment and
computer software net of accumulated
depreciation $ 270,574 $ 315,884
13
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
6. Long-term obligations
---------------------
Long-term obligations consisted of the following: September 30 December 31
2002 2001
-------------- -----------
Note payable and accrued interest payable to PFK
Development Group, secured by 337,500 shares
of Legal Club stock, borrowings bear interest at
10% per annum, borrowings and accrued interest
are due December 2003. $ 718,927 $ 666,427
Capitalized lease obligations 244,428 184,346
------------- ------------
963,355 850,773
Less principal due within one year (119,746) (7,582)
---------------------------
Long-term obligations $ 843,609 $ 843,191
============= ============
14
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
7. Notes payable to related parties
--------------------------------
Notes payable to related parties consisted of the following:
September 30 December 31
2002 2001
------------- ------------
Note payable to Palaut Management, Inc. in
exchange for management consulting services,
unsecured and non-interest bearing, due June
2003. Palaut Management, Inc. is controlled by
close family members of a stockholder of Nova. $ 625,000 $ 625,000
8. Income taxes
------------
The components of the provision for income taxes are as follows:
September30 December31
2002 2001
------------- ------------
State of California $ - $ 800
------------- ------------
Currently provision (benefit) $ - $ 800
============= ============
15
NOVA COMMUNICATIONS LTD.
Statements of Operations and Comprehensive Income (Loss)
9. Other related party transactions
--------------------------------
The Company has entered into an agreement with a company for management
consulting services. The management company is controlled by close
family members of a stockholder of Nova. The agreement expires in June
2003 with renewal provisions. Under the terms of the agreement, the
Company is obligated to pay the management company $205,000 per year.
16
NOVA COMMUNICATIONS LTD.
Notes to Financial Statements
Item 2 Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
Management's discussion and analysis should be read in conjunction with
the financial statements and the notes thereto.
RESULTS OF OPERATIONS
These results include the operations of the Company and its
consolidated subsidiary for the nine months ended September 30, 2002 and
September 30, 2001.
Net income, comprehensive income, net income per common share and comprehensive
income per common share:
Net income and comprehensive loss for the nine months ended September
30, 2002 was $4,028,967, an increase of $6,699,071 compared with a loss of
$(2,724,4797) for the same nine months of 2001. As a result, net income per
share and comprehensive loss per share for the nine months ended September 30,
2002 was $.098, a loss decrease of $.23 per share compared with a loss of
$(.1311) for the same nine months of 2001.
Net income and comprehensive loss for the three months ended September
30, 2002 was $5,360,631, a loss decrease of $6,539,263 compared with a loss of
$(1,178,632) for the same three months of 2001. As a result, net loss per share
and comprehensive loss per share for the three months ended September 30, 2002
was $.1154, a loss decrease of $.17 per share compared with a loss of $(.0542)
for the same three months of 2001.
Revenues
Net revenues for the nine months ended September 30, 2002 were
$6,045,370, an increase of $3,918,770 compared with $2,2126,600 for the same
nine months of 2001. Sales of computer and electronic equipment for the nine
months ended September 30, 2002 were $6,193,540,, an increase of $3,969,006
compared with $2,224,534 for the same nine months of 2001.
Net revenues for the three months ended September 30, 2002 were
$1,872,947, an increase of $827,787 compared with $1,045,160 for the same three
months of 2001. Sales of computer and electronic equipment for the three months
ended September 30, 2002 were $1,945,318 an increase of $879,023 compared with
$1,066,295 for the same three months of 2001. .
17
NOVA COMMUNICATIONS LTD.
Notes to Financial Statements
Cost of revenues and gross margin
Cost of revenues for the nine months ended September 30, 2002 was
$5,098,709, or 84.34% of net revenues. Gross margin for the nine months ended
September 30, 2002 was $946,661, an increase of $745,286 compared with $201,375
for the same nine months of 2001.
Cost of revenues for the three months ended September 30, 2002 was
$1,517,807, or 90.53% of net revenues. Gross margin for the three months ended
September 30, 2002 was $355,140 an increase of $222,148 compared with $66,992
for the same three months of 2001.
Operating expenses
Operating expenses for the nine months ended September 30, 2002 were
$1,584,829, an increase of $67108,837 compared with $905,992 for the same nine
months of 2001. In 2002, operating expenses included $587,399 in consulting fees
compared with $-0- in 2001. These fees were incurred for professional services
in connection with promoting the Company's businesses and its efforts to raise
working capital. Shares of common stock in the Company were exchanged for these
services, and their value was determined using the market bid price quotation on
the date of the respective issues. Without this item, other operating expenses
for the nine months increased $105,668 from 2001 to 2002, primarily as a result
of increased advertising costs.
Operating expenses for the three months ended September 30, 2002 were
$319,036, a decrease of $138,915 compared with $480,121 for the same three
months of 2001.
The company has included in net loss of discontinued operations the
amount of $150,000 which represents a potential liability of unpaid payroll
taxes, for a previously discontinued operation, which the company has agreed to
indemnify its previous president against if he is so assessed by the Internal
Revenue Service.
Other income (expenses)
Net interest expense for the nine months ended September 30, 2002 was
$80,237, a decrease of $13,371 compared with $93,608 for the same nine months of
2001.
Net interest expense for the three months ended September 30, 2002 was
$26,336, an increase of $12,517 compared with $13,819 for the same three months
of 2001.
OPERATING STRATEGIES AND COST REDUCTIONS
The Company and its subsidiary have been hampered in their operations
during 2002 and 2001 by a shortage of working capital. Despite engaging the
services of several investment bankers and professional fundraisers, only
$92,000 has been raised from the
18
NOVA COMMUNICATIONS LTD.
Notes to Financial Statements
sale of shares during 2002 to outside parties ($31,383 during 2001). The
Company's growth and strategic operating plans for TEC-networks were predicated
upon raising $2,000,000 to $4,000,000 in working capital during the first half
of 2001. Without adequate working capital, TEC-networks was unable able to
expand its sales presence as planned. It was also not able to sponsor levels of
advertising programs necessary to create a significant number of leads for its
existing sales force.
Decisions were made in late 2001 to close the Tampa, FL and Concord, CA
offices of TEC-networks, as cost reduction measures. The Tampa, FL location was
closed on February 15, 2002, and the Concord, CA office was closed on February
28, 2002. Lease agreements on these locations were simultaneously cancelled.
Compensation agreements with remaining sales agents were converted to a modest
base salary with performance-based incentives. Although these changes were
invoked TEC-networks was unable to generate sufficient revenue to make it a
viable operation and it was sold on July 1, 2002.
Kadfield, Inc., operating as BuyMicro, was successful in increasing its
lines of credit with its suppliers during 2001. It also has focused a portion of
its business in large systems that are financed under capital lease arrangements
for its customers. Its operations have been profitable since the fourth quarter
of 2001.
The Company and its principal subsidiary, Kadfield, Inc , continue to
suffer from a working capital shortage. The effort to raise additional working
capital continues. Although Kadfield, Inc. is operating profitably, additional
capital is required to enable it to attain its business plan. New product lines
are being added to its business plan and an active effort is underway to acquire
additional lines and or other business that will be synergistic with Kadfield's
plan. The Company believes the above actions, events and other factors will
allow them to continue operations and ultimately achieve profitability. Until
then, the Company is dependent upon its ability to obtain additional capital and
debt financing.
SUBSEQUENT EVENTS
On July 22, 2002 the Board of Directors met and approved the sale of
the Company's 46.68% interest in Communications 2000, Inc., which transaction
was effective on July 1, 2002. The financial statements for the six-month period
ended June 30, 2002 include the accounts of Communications 2000, Inc. If these
accounts were not included, the Company's total revenues for the six-month
period would have been reduced by $776,865. The Company's revenues from
continuing operations for the six-month period would have been $4,172,423. The
Company's total "Segment Loss from Operations" for the six-month period would
have been reduced by $575,469. The Company's "Segment Loss from Continuing
Operations" for the six-month period would have been $657,849. (See Footnote 12,
"Segment Information", on page 17.)
19
PART II. OTHER INFORMATION
Item 5 Other Information
None
Item 6 Exhibits And Reports On Form 8-K
(a) Exhibits
Exhibit
Number Description
of Document
3(3)(i)(1) First Colonial Ventures, Ltd. Articles of Incorporation - March
25, 1985 (Incorporated by reference)
3(3)(i)(2) First Colonial Ventures, Ltd. Amendment to Articles of
Incorporation - August 12, 1985 (Incorporated by reference)
3(3)(i)(3) First Colonial Ventures, Ltd. Amendment to Articles of
Incorporation -September 3, 1985 (Incorporated by reference)
3(3)(i)(4) First Colonial Ventures, Ltd. Amendment to Articles of
Incorporation -February 3, 1992 (Incorporated by reference)
3(3)(ii)(1) Bylaws (Incorporated by reference)
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) No reports on Form 8-K where filed during the period covered by
this report.
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In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company in the capacities and on the dates
indicated:
November 30, 2002
/s/ KENNETH D. OWEN
-----------------------------
Kenneth D. Owen President and Director
November 30, 2002
/s/ LESLIE I. HANDLER
-----------------------------
Leslie I. Handler Assistant Secretary and Director
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