NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Medical Media Television, Inc. (Medical Media or the Company) is a Florida corporation organized on October 2, 1989. Medical Media is a
development stage company focused on developing, establishing and marketing educational programming for distribution on a monthly basis to participating subscribers of its wholly owned subsidiary, African American Medical Network, Inc., a Florida
corporation (African American Medical Network). African American Medical Networks educational programming is provided to several hundred doctors offices serving the African American population and is targeted to the patients
of the more than 15,000 doctors who serve the 35 million U.S. African Americans. Each month of programming contains approximately 28 educational segments with 24 commercial advertising and billboard spots available to purchase. African American
Medical Network has also produced an instructional DVD entitled
Your Better Health.
The Company is exploring joint venture opportunities regarding the expansion of the African American Medical Network and the possibility of providing
programming via broadband delivery.
Prior to January 1, 2007, and for the period from January 1 2007 through August 12, 2007, Medical Media
produced monthly DVD magazines for distribution to the participating subscribers of its PetCARE TV and African American Medical Network. PetCARE TVs monthly educational DVD programming was designed for the veterinary industry to focus on
optimal healthcare for animal companions, was aired in veterinary hospitals and targeted to pet owners nationwide, and was viewed by approximately six million pet owners each month. KidCARE TV was designed to target parent consumers in pediatric
waiting rooms nationwide.
Basis of Accounting
Medical
Media maintains its financial records and financial statements on the accrual basis of accounting. The accrual basis of accounting provides for a better matching of revenues and expenses.
The accompanying unaudited consolidated financial statements include Medical Media Television, Inc. and African American Medical Network, Inc. PetCARE TV, KidCARE TV,
and have been prepared in accordance with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such
adjustments are of a normal recurring nature. Operating results for the three and nine-month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For
further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2006.
Reclassification
Certain balances for the three and nine-months
ended September 30, 2006, and from inception through September 30, 2007, were reclassified to conform to the presentation of the three and nine-month periods ended September 30, 2007.
8
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Consolidation
Currently, the Company combines its wholly owned
subsidiaries African American Medical Network, into its consolidated financials, eliminating all inter-company transactions. Prior to August 13, 2007 the Company also combined PetCARE TV and KidCARE TV, its then wholly owed subsidiaries into
its consolidated financials, eliminating all inter-company transactions.
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, Medical Media considers amounts held by financial institutions and short-term investments with an original
maturity of 90 days or less to be cash and cash equivalents.
Fiscal Year
Medical Media elected December 31 as its fiscal year.
Revenue Recognition
Currently, the Company generates revenue from subscribers to and advertisers on its African American Medical Network. Prior to January 1, 2007 and for the period
from January 1, 2007 through August 12, 2007, the Company generated revenue from three primary sources, namely advertisers on its DVD magazines (the Advertisers), subscribers to its network (the Subscribers), and
the sale of our educational take-home DVDs,
Your New Friend, Your Senior Pet, Your Better Health, and Your New Baby
. With regard to Advertisers, the Company recognizes revenue over the periods in which the advertisers commercials appear
on its DVD magazine. With regard to Subscribers, revenue is recognized proportionately over the length of the subscription agreement entered into by the Subscribers. With regard to our take-home DVDs, revenue is recognized in the period the DVDs are
shipped. The accounting for these sales for the nine-month period ended September 30, 2007, and for the year-ended December 31, 2006, reflects the treatment of EITF 00-21,
Revenue Recognition with Multiple Deliverables
.
In 2006 and for the nine months ended September 30, 2007, we marketed a line of stand-alone DVDs that were sold individually and independent of our
subscriptions.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets are evaluated for impairment based upon the expected financial benefits to be realized from the particular asset being evaluated. Certain intangible costs such as organizational costs are amortized over
a fixed life while goodwill is evaluated for impairment every year. At December 31, 2006, the Company made a determination that due to its inability to sell subscriptions to its African American Medical Network that was anticipated as part of
the acquisition, goodwill was fully impaired resulting in a write-off of $1,271,037.
9
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Goodwill and Other Intangible Assets (continued)
The Company has two
intangible assets related to the acquisition of African American Medical Network, namely the customer base and employment relationships which include covenants not to compete with the company. We amortized the customer base over three years
beginning on January 1, 2006 and total amortization in 2006 and for the nine months ended September 30, 2007 was $66,667 and $50,000 respectively. We will amortize the remaining balance of $83,333 over the remainder of 2007 and 2008. We
amortized the employment relationships over eight years beginning on January 1, 2006 and total amortization in 2006 and for the nine months ended September 30, 2007 was $12,500 and $9,375 respectively. We will amortize the remaining
balance of $78,125 over the remainder of 2007 and 2008 through 2013.
Stock Based Compensation
The Company follows the requirements of SFAS 123(R),
Share Based Payments
with regard to stock based compensation issued to both employees and non-employees. The
Company has various employment agreements and consulting arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic bonuses. The expense for this stock based compensation is equal to
the fair value of the stock that was determined by using the closing trading price on the day the stock was awarded multiplied by the number of shares awarded.
Income Taxes
Medical Media records its federal and state tax liability in accordance with Financial Accounting Standards Board Statement
No. 109
Accounting for Income Taxes
. The deferred taxes payable are recorded for temporary differences between the recognition of income and expenses for tax and financial reporting purposes, using current tax rates. Deferred
assets and liabilities represent the future tax consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled.
Since its inception, Medical Media has an accumulated loss of $9,584,590 for income tax purposes, which can be used to offset future taxable income through 2026. The potential tax benefit of this loss is as follows:
|
|
|
|
|
Future tax benefit
|
|
$
|
3,594,221
|
|
Valuation allowance
|
|
|
(3,594,221
|
)
|
|
|
|
|
|
Future tax benefit
|
|
$
|
|
|
|
|
|
|
|
10
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (continued)
As of September 30, 2007, the Company
recorded a valuation allowance of $3,594,221 on the deferred tax assets to reduce it to zero. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry
forwards are expected to be available to reduce taxable income. Due to uncertainty regarding future income to offset the loss carry forward, management has made an allowance for the entire deferred tax asset.
Advertising Costs
Medical Media expenses the production costs of
advertising the first time the advertising takes place.
Use of Estimates
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Going Concern
We currently are a development stage company under the provisions of SFAS No. 7, and have negative cash flows from operations and no established
source of revenue. The foregoing matters raise substantial doubt about the ability of our Company to continue as a going concern. As such, we are actively seeking external sources to satisfy our short-term and long-term capital requirements. We are
seeking to raise this additional capital through a public or private sale of debt or equity securities, debt financing, or short-term loans. We currently do not have any financing commitments (binding or non-binding) and we cannot give any assurance
that we will be able to secure the additional cash or working capital we require to continue our operations. The Company is exploring joint venture opportunities regarding the expansion of the African American Medical Network and is negotiating
settlements with trade creditors and certain debt holders. Within the next sixty days, if we do not identify a joint venture partner, settle outstanding and delinquent trade payables and notes, and obtain working capital of at least $50,000, we may
not be able to continue our operations. We do not anticipate significant revenues from advertising sales or subscription sales. At December 13, 2007, we have an aggregate of approximately $900,000 of debt obligations currently in default. In
the event we are unsuccessful in our efforts to secure additional capital, it would have a material adverse effect on the Companys results of operations and financial condition.
11
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE B FORECLOSURE ON CERTAIN DEBT
In May 2007, the Companys principal secured lender, Vicis Capital Master Fund (Vicis), indicated that it would continue to provide additional capital to the Company with the caveat that the funds be
used to implement the business plan of two of the Companys then-subsidiaries, PetCARE Television Network, Inc. (PetCARE TV) and KidCARE Medical Television Network, Inc. (KidCARE TV). Under this arrangement, Vicis loaned
the Company an additional $600,000 and $325,000 during the second and third quarters respectively. The Company ultimately accepted $3,076,057 in the aggregate of secured loans from Vicis, the majority of which became due on August 11, 2007. The
Company was unable to pay amounts when due to Vicis under the loans and as a result, on August 13, 2007, Vicis accepted two of the Companys subsidiaries, PetCARE TV and KidCARE TV in partial satisfaction of the debt owed to Vicis. In
connection therewith, Medical Media transferred ownership of the common stock of PetCARE TV and KIDCARE TV that was held as collateral by Vicis. Vicis continues to hold a secured interest in the remaining assets of the Company.
At August 11, 2007, the Company owed Vicis approximately $3,076,057 in the aggregate, which amount includes principal and interest owed to Vicis under secured loans
made by Vicis to the Company (including the notes described above) (the Vicis Loans) and liquidated damages owed by the Company to Vicis under related loan documents (collectively with the Vicis Loans, the Obligations). The
Companys performance of the Obligations are (i) secured by a pledge by the Company of all of the capital stock of the Companys Subsidiaries, pursuant to the terms of a Stock Pledge and Escrow Agreement dated February 1, 2007;
(ii) guaranteed by the Subsidiaries pursuant to Guaranty Agreements, each dated February 1, 2007; and (iii) secured by a blanket lien encumbering the assets of the Company and the Subsidiaries pursuant to Security Agreements, each
dated February 1, 2007.
Payment of principal and interest under the Vicis Loans is past due. As of the date hereof, the Company has not made any
payment of the Obligations, and the Company believes it will not be able to make payment of the Obligations in the future. As result, the Company and its Subsidiaries are in default under the Vicis Loans and related loan documents.
As a result of the default on the Vicis Loans, Vicis informed us that it intended to exercise its remedies under the Florida Uniform Commercial Code (the
UCC), pursuant to which it may accept collateral in satisfaction of the Obligations secured by such collateral. More particularly, Vicis stated that it intended to accept the following collateral in partial satisfaction of Vicis Loans
totaling an aggregate of $1,764,668 of the debt (with payment applied in full satisfaction of the Series B Convertible Debenture dated May 6, 2005 in the principal amount of $250,000 and the 10% Secured Convertible Promissory Note dated
August 11, 2006 in the principal amount of $1,302,000): (i) all rights, title and interest of Medical Media in the 1,000 shares of common stock of KidCARE TV, (ii) all rights, title and interest of Medical Media in the 1,000 shares of
common stock of PetCARE TV, (iii) all rights, title and interest of Medical Media in the mark Medical Media Television, Inc., and the goodwill associated with such mark, and (iv) all books and records of PetCARE TV and KidCARE TV
held by Medical Media (collectively, the Collateral).
Given our unsuccessful attempts to obtain additional financing or agree to alternative
arrangements with Vicis and other lenders, on August 13, 2007, we agreed and consented to Viciss exercise of its remedies under the UCC and the foreclosure upon the Collateral. As part of the agreement and consent, the Company and its
Subsidiaries acknowledged that the Company and its Subsidiaries are in default in payment of principal, interest, and liquidated damages under the Vicis Loans and related loan documents
12
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE B FORECLOSURE ON CERTAIN DEBT (Continued)
in the aggregate of $3,076,057, and that the debt is secured by a properly perfected first priority security interest in all of the assets of the Company and its
Subsidiaries. Accordingly, the Company and Vicis sent joint instructions to the escrow agent, pursuant to which we instructed the escrow agent to transfer the stock certificates representing all outstanding shares of KidCARE TV and PetCARE TV being
held in escrow to Viciss designee. The Company also entered into a trademark assignment with Vicis, whereby the Company transferred all rights, title and interest in the mark Medical Media Television, Inc., and the goodwill associated
with such mark.
The Company remains liable for repayment of the remaining Obligations to Vicis, and Vicis continues to hold a secured interest in the
remaining assets of the Company.
NOTE C COMMON AND PREFERRED STOCK
Start of trading on the OTC Bulletin Board
On February 2, 2004, Medical Medias common stock began trading
on the OTC-Bulletin Board under the symbol PTNW. There is a limited public trading market for its common stock and a regular, more active trading market may not develop, and if developed, may not be sustained. Currently, the Companys Common
Stock trades under the symbol MMTV.
Common Stock
On March 23, 2007, the Company issued 25,000,000 shares of its Common Stock to Vicis pursuant to the terms of that certain Stock Purchase Agreement (the Purchase Agreement). Pursuant to the Purchase Agreement, the Company
sold the Common Stock to Vicis at $.01 per share, for a total purchase price of $250,000. The purchase price for the Common Stock was paid in cash. Pursuant to the Purchase Agreement, Vicis agreed to waive all anti-dilution privileges, preemptive
rights, and price adjustment rights on all convertible securities held by Vicis, except for certain common stock purchase warrants held by Vicis. The issuance of the Common Stock was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. The Common
Stock was issued to one institutional investor.
On April 18, 2007, the Company issued 5,000,000 shares of its Common Stock to Vicis pursuant to the
terms of that certain Stock Purchase Agreement (the Purchase Agreement). Pursuant to the Purchase Agreement, the Company sold the Common Stock to Vicis at $.01 per share, for a total purchase price of $50,000. The purchase price for the
Common Stock was paid in cash. Pursuant to the Purchase Agreement, Vicis agreed to waive all anti-dilution privileges, preemptive rights, and price adjustment rights on all convertible securities held by Vicis, except for certain common stock
purchase warrants held by Vicis. The issuance of the Common Stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and
Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. The Common Stock was issued to one institutional investor.
13
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE C COMMON AND PREFERRED STOCK (Continued)
Common Stock (Continued)
On April 17, 2007, the Companys
majority shareholder (holding a total of 25,181,552 of 46,121,302 (55%) of the Companys outstanding Common Stock, approved an amendment to the Companys Articles of Incorporation, which increased the authorized number of common
shares of the Company from 100,000,000 to 250,000,000. The amendment became effective on April 19, 2007.
On April 26, 2007, Vicis paid the
Company an aggregate of $54,861 and exercised all of its outstanding warrants at $0.01 per share, and the Company issued 5,486,100 shares of its restricted common stock to Vicis.
On May 4, 2007 and May 17, 2007, the Company issued an aggregate of 90,000 and 50,000 shares respectively to the members of PetCARE TVs Veterinary Advisory Board. Each member received 10,000 shares for
their services to be rendered to PetCARE TV during the calendar year 2007. Also on May 4, 2007, the Company issued 100,000 shares of its restricted common stock to Tifanie Joudeh, Esq. for services rendered.
Preferred stock
The Company has 25,000,000 shares of preferred stock
authorized which can be designated in series as desired by the Companys Board of Directors. To date, the Board has approved Series A Zero Coupon Preferred Stock with 1,682,044 shares designated and issued and outstanding, Series B Zero Coupon
Preferred Stock with 2,612,329 shares designated and issued and outstanding, and Series C Zero Coupon Preferred Stock with 400,000 shares designated and 32,238 shares issued and outstanding. All designated shares of each of these Series were
included in a registration statement on Form SB-2 filed with the SEC that was declared effective on March 1, 2006.
To date the Company issued 23,612
shares of its Series C Zero Coupon Preferred Stock in lieu of interest totaling $23,612.
Stock Options
2002 Incentive Stock Option Plan
We have a 2002 equity incentive plan
available to key employees and consultants of the Company. We granted options for all 66,667 shares of Common Stock available under the plan. As the Company issued grants for the maximum number of shares allowed under this plan, the 2002 Equity
Incentive Plan was closed.
2006 Equity Incentive Plan
We have a 2006 Equity Incentive Plan that allows the Company to issue options for up to 2,000,000 shares to eligible key employees and consultants. Under the plan, the exercise price of each incentive option is equal to the greater of the
fair market value of our Common Stock on the date of the grant or the aggregate par value of the stock on the date of grant. In the case of any 10% stockholder, the incentive option price will not be less than 110% of the fair market value on the
date of grant. Options are fully vested upon
14
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE C COMMON AND PREFERRED STOCK (Continued)
2006 Equity Incentive Plan (continued)
issuance and expire ten years
from the date of grant, except for those granted to a 10% stockholder, which expire five years from the date of grant. The Compensation Committee of the Board of Directors shall determine the price at which shares of stock may be purchased under a
nonqualified option. To date, we have granted 654,636 options under this plan with an exercise price of $0.17 per share. There is a small and very limited market for the Companys Common Stock and no market for our Non-Qualified Stock Options,
therefore there are no readily available market quotations. Factors in the determination that there would be expected cash return for the Non-Qualified Stock Options included the Companys historic lack of revenues, the Companys large
debt to equity ratio, and lack of any trading volume in the Common Stock. Accordingly, no compensation expense was booked for these options.
NOTE D
RELATED PARTY TRANSACTIONS
On April 27, 2007, the Company received written notice from Mr. Port that the February Port Note in the
principal amount of $100,000 had matured, was past due, and was immediately due and payable. He also indicated to the Company that he did not wish to convert the February Port Note to shares of the Companys common stock. As of
September 30, 2007, pursuant to the provisions of the February Port Note, the Company paid $21,617 of interest through the issuance of 21,616 shares of Series C Zero Coupon Preferred Stock. As of December 13, 2007, the balance due under
the February Port Note is $110,027. The Company is unable to pay the February Port Note at this time.
On April 27, 2007, Mr. Port notified the
Company that he did not intend to further extend the April Port Note in the principal amount of $125,000. Pursuant to the notice provisions of the April Port Note, the Maturity Date became May 30, 2007. As of December 13, 2007, the balance
due under the April Port Note is $161,871. The Company is unable to pay the April Port Note at this time.
As of September 30, 2007 and through
December 15, 2007, the Company owed an aggregate of (i) $70,074 in past-due interest on its $412,000 Series AA Convertible Debenture to Vicis dated November 16, 2004, (ii) $1,775 in past-due interest on its $50,000 Secured
Promissory Note to Vicis dated June 1, 2006, and (iii) $1,060 in past-due interest on its $50,000 Secured Promissory Note to Vicis dated June 30, 2006. The Company is unable to pay these interest amounts at this time.
As of September 30, 2007, pursuant to the provisions of the Convertible Promissory Notes to William H. Quiros in November 2005 and March 2006, the amount of
interest due under the November Quiros Note that was credited to the March Quiros Note through September 30, 2007 was $322,630.
Through
September 30, 2007, pursuant to the provisions of the $450,000 Convertible Promissory Note to William H. Quiros, Mr. Quiros had loaned the Company $372,003 under the March Quiros Note including interest of $322,630 from the November Quiros
Note and interest of $49,373 from the March Quiros Note. Accordingly, the Company issued Mr. Quiros 475,985 in Common Stock Purchase Warrants through September 30, 2007.
15
MEDICAL MEDIA TELEVISION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
NOTE D RELATED PARTY TRANSACTIONS (Continued)
As of September 30, 2007, pursuant to the provisions of the $10,000 Convertible Promissory Note to Elaine G. Edinburg, the Company paid $1,995 of interest through
the issuance of 1,995 shares of Series C Zero Coupon Preferred Stock. The Edinburg Note was due on March 31, 2007. As of December 13, 2007, the balance due under the Edinburg Note is $11,003. The Company is unable to pay the Edinburg Note
as this time.
NOTE E CONVERTIBLE PROMISSORY NOTES
On February 1, 2007, the Company executed a Note Purchase Agreement pursuant to which it issued a 10% Secured Convertible Promissory Note in the principal amount of $250,000 (the Note) to Vicis
Capital Master Fund (Vicis) pursuant to the exemption from registration found in Section 4(2) of the Securities Act of 1933. At any time while the Note remains outstanding, Vicis may convert the outstanding principal balance and any
accrued but unpaid interest on the Note into shares of the Companys Common Stock at a conversion price of $.166 per share (the Conversion Shares). The principal balance of the Note is due in one lump sum payment on August 10,
2007 (the Maturity Date), unless earlier converted. Interest on such principal (or any balance thereof outstanding from time to time) accrues at an annual rate of interest of ten percent (10%) and is payable on the Maturity Date. As
security for the Companys obligations under the Purchase Agreement and the Note, the Company pledged all of the capital stock of the Companys subsidiaries, PetCARE TV, African American Medical Network, and KidCARE TV (collectively the
Subsidiaries), pursuant to the terms of a Stock Pledge and Escrow Agreement dated August 11, 2006. Repayment of the Note is guaranteed by the Subsidiaries and is also secured by a blanket lien encumbering the assets of the Company
and the Subsidiaries.
16