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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Next Gereration Management Corporation (CE) | USOTC:NGMC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0021 | 0.00 | 01:00:00 |
Nevada
|
88-0169543
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Number
|
Description of Exhibits
|
|
3.1
|
Articles of Incorporation, under the name Micro Tech Industries, Inc. (incorporated by reference to the Company’s annual report on Form 10KSB filed on April 15, 1998)
|
|
3.2
|
Amendment to the Articles of Incorporation (incorporated by reference to the Company’s quarterly report filed on Form 10 Q filed on May 15, 1997)
|
Certificate of Change filed May 5, 2010 (incorporated by reference to the Form 8-K filed May 7, 2010)
|
||
3.4
|
Amendment to the Articles of Incorporation filed July 23, 2010 (incorporated by reference to the Form 10-Q filed August 23, 2010)
|
|
3.5
|
Amended and Restated Bylaws (incorporated by reference to the Company’s annual report on Form 10KSB filed on November 12, 1999)
|
|
3.6
|
Amendment to Bylaws (incorporated by reference to the Form 8-K filed May 7, 2010)
|
|
10.1
|
Convertible Debenture Purchase Agreement by and among Next Generation Media Corp., Forge, LLC and Knox Gas, LLC dated July 23, 2010 (incorporated by reference to the Form 10-Q filed August 23, 2010)
|
|
10.2
|
2010 Employee, Consultant and Advisor Stock Compensation Plan (incorporated by reference to the Form S-8 filed October 22, 2010)
|
|
10.3
|
Form on Stock Payment Agreement (incorporated by reference to the Form S-8 filed October 22, 2010)
|
|
10.4
|
2010 Stock Option Plan (incorporated by reference to the Form S-8 filed October 22, 2010)
|
|
10.5
|
Form of Stock Option Agreement (incorporated by reference to the Form S-8 filed October 22, 2010)
|
|
10.6
|
Promissory Note in the amount of $250,000 payable to Barbara Reed (incorporated by reference to Form 8-K filed March 23, 2011)
|
|
10.7
|
Promissory Note in the amount of $250,000 payable to Joel Sens (incorporated by reference to Form 8-K filed March 23, 2011)
|
|
10.8
|
Promissory Note dated March 25, 2010 payable by Seawright Holdings, Inc. to Next Generation Media Corporation in the principal amount of $125,000 (incorporated by reference to Form 10-K filed May 16, 2010)
|
|
10.9
|
Transfer and Assignment dated March 23, 2011 by and among Barbara Reed, Joel Sens, Next Generation Energy Corp. and Knox Gas, LLC (incorporated by reference to Form 8-K filed March 23, 2011)
|
|
10.10
|
Memorandum of Oral Sublease between Next Generation Energy Corp. and Capitol Homes Remodeling, LLC (incorporated by reference to Form 10-K/A filed March 2, 2012)
|
|
10.11
|
Oil and Gas Lease dated June 3, 2010 by and among Billy Ray Smith, Stella Smith and Hammons Fork Ventures, LLC (100 acres) (incorporated by reference to Form 10-K/A filed March 2, 2012)
|
|
10.12
|
Oil and Gas Lease dated June 3, 2010 by and among Billy Ray Smith, Stella Smith and Hammons Fork Ventures, LLC (20.2acres) (incorporated by reference to Form 10-K/A filed March 2, 2012)
|
|
10.13
|
Oil and Gas Lease dated June 3, 2010 by and among Billy Ray Smith, Stella Smith, Stacey Smith, Heather Smith and Hammons Fork Ventures, LLC (700 acres) (incorporated by reference to Form 10-K/A filed March 2, 2012)
|
10.14
|
Oil and Gas Lease dated May 26, 2010 by and among William J. Patterson, Sr. and Sharron F. Patterson and Knox Gas, LLC (400 acres) (incorporated by reference to Form 10-K/A filed March 2, 2012)
|
|
10.15
|
2012 Employee, Consultant and Advisor Stock Compensation Plan (incorporated by reference to the Form S-8 filed March 22, 2012)
|
|
10.16
|
Form on Stock Payment Agreement (incorporated by reference to the Form S-8 filed March 22, 2012)
|
|
11**
|
Statement re earnings per share
|
|
14
|
Code of Business Conduct and Ethics (incorporated by reference to Form 10-K filed May 16, 2010)
|
|
21
|
List of subsidiaries
(Incorporated by reference to the Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 18, 2012)
|
|
23*
|
Consent of Turner Jones & Associates, pllc
|
|
31*
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer and Chief Financial Officer
|
|
32*
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
NEXT GENERATION MANAGEMENT CORP.
|
|
Dated: June 30, 2014
|
/s/ Darryl Reed
|
Darryl Reed, Chief Executive Officer
(principal executive officer and principal financial and
accounting officer)
|
Dated: June 30, 2014
|
/s/ Darryl Reed
|
Darryl Reed, Chairman and Chief Executive Officer
|
|
Page
|
|||
|
||||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
|
||||
Financial Statements
|
||||
|
||||
Consolidated Balance Sheet
|
F-3 | |||
|
||||
Consolidated Statements of Operations
|
F-5 | |||
|
||||
Consolidated Statements of Stockholders’ Equity
|
F-6 | |||
|
||||
Consolidated Statements of Cash Flows
|
F-7 | |||
|
||||
Notes to Financial Statements
|
F-8 |
2011
|
2010
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 7,618 | $ | - | ||||
Note receivable and advances-related party
|
203,315 | 16,000 | ||||||
Prepaid expenses
|
12,460 | 32,080 | ||||||
Total current assets
|
223,393 | 48,080 | ||||||
OIL & GAS PROPERTIES(FULL COST METHOD):
|
||||||||
Evaluated
|
71,000 | - | ||||||
Mineral rights
|
18,455 | - | ||||||
- | ||||||||
Gross oil & natural gas properties
|
89,455 | - | ||||||
Less: accumulated depletion
|
- | - | ||||||
Net oil & natural gas properties
|
89,455 | - | ||||||
OTHER ASSETS:
|
||||||||
Note receivable and advances – related party
|
- | 195,795 | ||||||
Total other assets
|
- | 195,795 | ||||||
TOTAL ASSETS
|
$ | 312,848 | $ | 243,875 |
2011
|
2010
|
|||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$ | 108,144 | $ | 114,052 | ||||
Accrued expenses
|
91,097 | 534,295 | ||||||
Cash overdraft
|
- | 93 | ||||||
Net assets available for disposal
|
- | 397,029 | ||||||
Obligation under capital leases, current portion
|
- | |||||||
Accrued interest payable
|
9,876 | 5,063 | ||||||
Beneficial conversion liability
|
101,561 | 77,945 | ||||||
Note payable, net of debt discount of $41,112 and $22,055
|
196,888 | 122,055 | ||||||
Current portion of notes payable
|
- | |||||||
Total current liabilities
|
507,566 | 1,250,532 | ||||||
LONG TERM LIABILITIES:
|
||||||||
Accrued interest payable-related party
|
30,772 | |||||||
Note payable – related party
|
600,000 | |||||||
Total long term liabilities
|
0 | 630,772 | ||||||
Total liabilities
|
507,566 | 1,881,304 | ||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Common stock, $0.01 par value, 50,000,000
shares authorized, 10,969,433 and 12,373
issued and outstanding
|
325,194 | 109,694 | ||||||
Preferred stock Series A, $0.001 par value,
500,000 shares authorized, zero issued
outstanding
|
- | - | ||||||
Preferred stock Series B, $0.001 par value,
500,000 shares authorized, zero issued
outstanding
|
- | - | ||||||
Stock subscription receivable
|
(62,135 | ) | (60,000 | ) | ||||
Additional paid in capital
|
11,863,261 | 9,735,444 | ||||||
Accumulated deficit
|
(12,321,038 | ) | (11,422,567 | ) | ||||
Total stockholders’ equity
|
(194,718 | ) | (1,637,429 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 312,848 | $ | 243,875 |
2011
|
2010
|
|||||||
REVENUES:
|
||||||||
Rental income
|
$ | - | $ | - | ||||
Total revenues
|
- | - | ||||||
OPERATING EXPENSES:
|
||||||||
General and administrative
|
681,989 | 670,662 | ||||||
Total operating expenses
|
681,989 | 670,662 | ||||||
Loss from operations
|
(681,989 | ) | (670,662 | ) | ||||
OTHER INCOME AND EXPENSES:
|
||||||||
Other income
|
6,000 | 32,000 | ||||||
Gain (Loss) on beneficial conversion
|
34,648 | (27,945 | ) | |||||
Interest expense, net
|
(25,351 | ) | (63,841 | ) | ||||
Loan fees
|
(85,880 | ) | - | |||||
Amortization of debt discount
|
(74,833 | ) | (22,055 | ) | ||||
Loss on sale of mineral rights
|
(3,888 | ) | - | |||||
Expiration of mineral rights
|
- | (600,000 | ) | |||||
Total other income and expenses
|
(149,304 | ) | (681,841 | ) | ||||
Loss before discontinued operations
|
(831,293 | ) | (1,352,503 | ) | ||||
Loss from discontinued operations
|
(67,178 | ) | (191,025 | ) | ||||
Loss applicable to common shareholders
|
$ | (898,471 | ) | $ | (1,543,528 | ) | ||
Basic loss per common share
|
$ | (.05 | ) | $ | (0.71 | ) | ||
Weighted average common shares
|
17,332,447 | 2,147,223 | ||||||
Diluted loss per common share
|
N/A | N/A | ||||||
Fully diluted common shares
|
24,324,709 | 2,532,692 |
Stock | Additional | |||||||||||||||||||||||
Common Stock
|
Sub. | Paid In | Accum. | |||||||||||||||||||||
Shares
|
Amount
|
Rec.
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||
Balance December 31,2009
|
12,373 | $ | 124 | $ | - | $ | 7,503,354 | $ | (9,879,038 | ) | $ | (2,375,560 | ) | |||||||||||
Shares issued as compensation
|
10,107,000 | 101,070 | - | 34,930 | - | 136,000 | ||||||||||||||||||
Shares issued for services
|
850,000 | 8,500 | (60,000 | ) | 156,500 | - | 105,000 | |||||||||||||||||
Issuance of stock options
|
- | - | - | 99,165 | - | 99,165 | ||||||||||||||||||
Gain on disposal of segment
|
- | - | - | 1,941,495 | - | 1,941,495 | ||||||||||||||||||
Fractional shares
|
60 | - | - | - | (1 | ) | (1 | ) | ||||||||||||||||
Net loss
|
- | - | - | - | (1,543,528 | ) | (1,543,528 | ) | ||||||||||||||||
Balance December 31, 2010
|
10,969,433 | $ | 109,694 | $ | (60,000 | ) | $ | 9,735,444 | $ | (11,422,567 | ) | $ | (1,637,429 | ) |
Shares issued for accrued expenses
|
10,000,000 | 100,000 | - 5,000 | 500,000 | - | 600,000 5,000 | ||||||||||||||||||
Paid on stock subscriptions receivable
|
||||||||||||||||||||||||
Shares issued for option exercise
|
800,000 | 8,000 | (47,135 | ) | 212,100 | - | 172,965 | |||||||||||||||||
Shares issued to consultants
|
600,000 | 6,000 | 166,000 | - | 172,000 | |||||||||||||||||||
Stock options issued
|
- | - | - | 126,590 | - | 126,590 | ||||||||||||||||||
Gain on disposal of subsidiary
|
- | - | - | 464,207 | - | 464,207 | ||||||||||||||||||
Shares issued for loan extension
|
||||||||||||||||||||||||
150,000 | 150 | 10500 | 12,000 | |||||||||||||||||||||
Cancellation of debts related parties
|
60,420 | 60,420 | ||||||||||||||||||||||
Debt discount on convertible debt
|
88,000 | 88,000 | ||||||||||||||||||||||
Charge-off os stock subscription receivable
|
40,000 | 40,000 | ||||||||||||||||||||||
Shares issued for payment of notes payable
|
10,000,000 | 100,000 | - | 500,000 | - | 600,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (898,471 | ) | (898,471 | ) | ||||||||||||||||
December 31, 2011
|
32,519,433 | $ | 325,194 | $ | (62,135 | ) | $ | 11,863,261 | $ | (12,321,038 | ) | $ | (194,718 | ) |
2011
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net (loss)
|
$ | (898,471 | ) | $ | (1,431,462 | ) | ||
Adjustments to reconcile net income to net cash
Provided by operating activities:
|
||||||||
Loss on gas & oil properties
|
600,000 | |||||||
Loss on disposal of assets
|
3,888 | - | ||||||
Derivative adjustment
|
(34,648 | ) | 27,945 | |||||
Stock issued for services and expenses
|
172,000 | 105,000 | ||||||
Stock issued for compensation
|
0 | 136,000 | ||||||
Stock issued for loan fee
|
12,000 | - | ||||||
Stock issued for accrued wages
|
600,000 | - | ||||||
Loan fee for convertible debt
|
73,880 | - | ||||||
Cancellation of stock subscriptions
|
40,000 | |||||||
Cancellation of indebtedness
|
60,420 | - | ||||||
Issuance of stock options
|
126,590 | - | ||||||
Depreciation and amortization
|
74,833 | 22,055 | ||||||
Decrease (increase) in assets
|
||||||||
Prepaid expenses and other current assets
|
20,070 | (28,080 | ) | |||||
Accrued interest receivable– related party
|
(7,520 | ) | (5,795 | ) | ||||
Net assets for disposal
|
- | (353,148 | ) | |||||
Increase (decrease) in liabilities
|
||||||||
Accounts payable
|
(6,357 | ) | 297,682 | |||||
Accrued expenses
|
(443,198 | ) | 534,295 | |||||
Accrued interest payable
|
4,813 | 5,062 | ||||||
Accrued interest payable – related party
|
(30,772 | ) | 30,773 | |||||
Cash overdraft
|
(93 | ) | - | |||||
Beneficial conversion
|
51,561 | - | ||||||
Net cash flows (used) by operating activities
|
(181,004 | ) | (59,673 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Investment in notes receivable – related party
|
- | (190,000 | ) | |||||
Sale of mineral rights
|
7,926 | - | ||||||
Investment in oil & gas properties
|
(55,000 | ) | (600,000 | ) | ||||
Investment in royalty interest
|
(30,269 | ) | - | |||||
Net cash flows provided by investing activities
|
(77,343 | ) | (790,000 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Note payable – related party
|
600,000 | |||||||
Convertible notes payable
|
88,000 | 150,000 | ||||||
Fractional shares
|
- | (1 | ) | |||||
Payment on stock subscription
|
5,000 | |||||||
Exercise of stock options
|
172,965 | 99,165 | ||||||
Net cash flows provided by financing activities
|
265,965 | 849,164 | ||||||
NET (DECREASE) IN CASH
|
7,618 | (509 | ) | |||||
CASH, BEGINNING OF PERIOD
|
- | 509 | ||||||
CASH, END OF PERIOD
|
$ | 7,618 | $ | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the year for interest
|
$ | $ | 151,782 | |||||
Shares issued for accrued wages
|
600,000
|
|||||||
Shares issued for consulting fees
|
172,000
|
165,000
|
||||||
Shares issued as compensation
|
136,000
|
|||||||
Shares issued for loan extension
|
12,000
|
|||||||
Loan fees for convertible debt
|
73,880
|
|||||||
Cancellation of indebtedness
|
60,420
|
|||||||
Issuance of stock options
|
126,590
|
|||||||
Shares issued for debt
|
600,000
|
Furniture, Fixtures and Equipment
|
7-10 years
|
Leasehold Improvements
|
10 years
|
Vehicles
|
5 years
|
Computers & Software
|
5 years
|
Software Development
|
5 years
|
Buildings
|
40 years
|
(1)
|
Notes payable at December 31, 2011 have been restated to eliminate notes payable of Dynatech, LLC, a partially owned subsidiary that was sold in March 2011.
|
|
·
|
On April 12, 2010, we issued 7,000 shares (post-split) of common stock to Darryl Reed for $35,000, or $0.005 per share, which was the market price on the date of issuance. Mr. Reed is our chairman and chief executive officer. Mr. Reed paid for the shares by crediting the purchase price against amounts owed him for compensation.
|
|
·
|
On October 22, 2010, we issued 5,000,000 shares of common stock to Darryl Reed for $50,000, or $0.01 per share, which was the agreed value of the services because of the absence of a reliable market price for our common stock on the date of issuance. Mr. Reed is our chairman and chief executive officer. Mr. Reed paid for the shares by crediting the purchase price against amounts owed him for compensation.
|
|
·
|
On October 22, 2010, we issued 4,900,000 shares of common stock to Joel Sens for $49,000, or $0.01 per share, which was the agreed value of the services because of the absence of a reliable market price for our common stock on the date of issuance. Mr. Sens is a director and officer. The shares issued to Mr. Sens were accounted for as compensation to Mr. Sens.
|
|
·
|
October 22, 2010, we issued 750,000 shares of common stock to various consultants, which were valued at the market price or agreed value of the services because of the absence of a reliable market price for our common stock on the date of issuance.
|
|
·
|
In 2010, we issued 300,000 shares of common stock upon the exercise of options with an exercise price of $0.30 per share, and recorded the option consideration as a subscription receivable.
|
●
|
10,000,000 shares of common stock to Darryl Reed, our chief executive officer, in satisfaction of $600,000 of accrued compensation;
|
|
·
|
500,000 shares to an employee for compensation valued at $146,500;
|
|
·
|
900,000 shares to consultants valued at $240,000;
|
|
·
|
10,000,000 shares to Seawright Holdings, Inc. in satisfaction of a note payable to Seawright in the original principal amount of $600,000.
|
Options/Warrants
|
Weighted average
Exercise Price
|
|||||||
Outstanding as of December 31, 2009
|
480 | $ | 500.00 | |||||
Issued
|
1,100,000 | .30 | ||||||
Options exercised
|
300,000 | .30 | ||||||
Cancelled/Expired
|
- | -- | ||||||
Outstanding as of December 31, 2010
|
800,480 | $ | 500.00 | |||||
Issued
|
800,000 | 0.30 | ||||||
Exercised
|
800,000 | 0.30 | ||||||
Cancelled/Expired
|
180 | $ | 500.00 | |||||
Outstanding as of December 31, 2011
|
800,300 | $ | 0.60 | |||||
Significant assumptions (weighted-average):
|
$ | 0.30 | ||
Risk-free interest rate at grant date
|
0.72 | % | ||
Expected stock price volatility
|
56.03 | % | ||
Expected dividend payout
|
0 | % | ||
Expected option life (in years)
|
4.2 years
|
Significant assumptions (weighted-average):
|
$ | 0.37 | ||
Risk-free interest rate at grant date
|
0.07% 1.928 | % | ||
Expected stock price volatility
|
22.79 | % | ||
Expected dividend payout
|
0 | % | ||
Expected option life (in years)
|
4 years 10 months
|
|||
Date of Issuance
|
Number of
Options/Warrants
|
Exercise Price
|
Contractual Life
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||
January 29, 2002
|
300 | 500.00 |
10 years
|
0.1 | |||||||||
October 22, 2010
|
800,000 | 0.30 |
5 years
|
4.0 | |||||||||
800,300 | 5.2 |
Originally
|
||||||||
Reported
|
Restated
|
|||||||
2010:
|
||||||||
Related party advances
|
$ | 0 | $ | 16,000 | ||||
Accumulated deficit
|
$ | (11,438,567 | ) | $ | (11,422,567 | ) | ||
Net loss
|
$ | (1,559,528 | ) | $ | (1,543,528 | ) | ||
2011:
|
||||||||
Evaluated Oil & Gas Properties
|
$ | 500,000 | $ | 71,000 | ||||
Accrued interest payable-related party
|
$ | 25,808 | $ | 0 | ||||
Note payable-related party
|
$ | 500,000 | $ | 0 | ||||
Accumulated deficit
|
$ | (12,417,846 | ) | $ | (12,321,038 | ) | ||
Net loss
|
$ | (979,279 | ) | $ | (898,471 | ) | ||
Loss per common share
|
$ | (.06 | ) | $ | (.05 | ) |
1 Year Next Gereration Management (CE) Chart |
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