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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
|
Exhibit
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)
|
|
3.3
|
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
|
Debt Forgiveness Note in the amount of $277,863 by Barbara Reed (incorporated by reference to Form 8-K filed March 23, 2011)
|
|
10.7
|
Debt Forgiveness Note in the amount of $277,863 by 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, 2012 filed with the Securities and Exchange Commission on April 22, 2013)
|
|
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 | |||
Consolidated Balance Sheets
|
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 |
2012
|
2011
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 528 | $ | 7,618 | ||||
Note receivable and advances-related party
|
- | 203,315 | ||||||
Prepaid expenses
|
- | 12,460 | ||||||
Total current assets
|
528 | 223,393 | ||||||
OIL & GAS PROPERTIES(FULL COST METHOD):
|
||||||||
Evaluated
|
71,000 | 71,000 | ||||||
Mineral rights
|
14,930 | 18,455 | ||||||
Gross oil & natural gas properties
|
85,930 | 89,455 | ||||||
TOTAL ASSETS
|
$ | 86,458 | $ | 312,848 |
2012
|
2011
|
|||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$ | 119,258 | $ | 108,144 | ||||
Accrued expenses
|
52,238 | 91,097 | ||||||
Cash overdraft
|
- | - | ||||||
Net assets available for disposal
|
- | - | ||||||
Accrued interest payable
|
33,813 | 9,876 | ||||||
Beneficial conversion feature
|
106,071 | 101,561 | ||||||
Note Payable
|
30,000 | - | ||||||
Convertible notes payable, net of debt discount of $41,112 and $22,055
|
150,000 | 196,888 | ||||||
Total current liabilities
|
491,380 | 507,566 | ||||||
LONG TERM LIABILITIES:
|
||||||||
Due to related party
|
40,000 | - | ||||||
Total long term liabilities
|
40,000 | 0 | ||||||
Total liabilities
|
531,380 | 507,566 | ||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Common stock, $0.001 par value, 500,000,000
|
||||||||
shares authorized for 2012 and $.01 par value,
50,00,0000 shares authorized for 2011, 113,853,237
and 32,519,433 issued and outstanding
|
||||||||
Common stock, $0.001 par value, 500,000,000
|
113,853 | 325,194 | ||||||
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 | ) | |||||
Additional paid in capital
|
13,482,569 | 11,863,261 | ||||||
Accumulated deficit
|
(-14,041,344 | ) | (12,321,038 | ) | ||||
Total stockholders’ equity (deficit)
|
(444,922 | ) | (194,718 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 86,458 | $ | 312,848 |
2012
|
2011
|
|||||||
REVENUES:
|
$ | 2,274 | $ | - | ||||
OPERATING EXPENSES:
|
||||||||
General and administrative
|
1,558,054 | 681,989 | ||||||
Total operating expenses
|
1,558,054 | 681,989 | ||||||
Loss from operations
|
(1,555,780 | ) | (681,989 | ) | ||||
OTHER INCOME AND EXPENSES:
|
||||||||
Other income
|
- | 6,000 | ||||||
Gain (Loss) on beneficial conversion
|
(47,050 | ) | 34,648 | |||||
Loss on Conversion
|
(44,871 | ) | - | |||||
Interest expense
|
(31,492 | ) | (25,351 | ) | ||||
Loan fees
|
- | (85,880 | ) | |||||
Amortization of debt discount
|
(41,113 | ) | (74,833 | ) | ||||
Loss on sale of mineral rights
|
- | (3,888 | ) | |||||
|
||||||||
Total other income and expenses
|
(164,526 | ) | (149,304 | ) | ||||
Loss before discontinued operations
|
(1,720,306 | ) | (831,293 | ) | ||||
Loss from discontinued operations
|
- | (67,178 | ) | |||||
Loss applicable to common shareholders
|
$ | (1,720,306 | ) | $ | (898,471 | ) | ||
Basic loss per common share
|
$ | (0.04 | ) | $ | (0.05 | ) | ||
Weighted average common shares
|
39,680,134 | 17,332,447 | ||||||
Diluted loss per common share
|
N/A | N/A | ||||||
Fully diluted common shares
|
58,048,831 | 24,124,709 |
Stock
|
Additional
|
|||||||||||||||||||||||
Common Stock
|
Sub.
|
Paid In
|
Accum.
|
|||||||||||||||||||||
Shares
|
Amount
|
Rec.
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||
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 | - | 500,000 | - | 600,000 | ||||||||||||||||||
Shares issued for upon option exercises
|
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 | 1,500 | 10,500 | 12,000 | ||||||||||||||||||||
Paid on stock subscriptions receivable
|
5,000 | - | 5,000 | |||||||||||||||||||||
Charge-off of stock subscriptions receivable
|
40,000 | 40,000 | ||||||||||||||||||||||
Cancellation of debts by related parties
|
60,420 | 60,420 | ||||||||||||||||||||||
Debt discount on convertible debt
|
88,000 | 88,000 | ||||||||||||||||||||||
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 | ) | ||||||||||
Shares issued for accrued expenses and bonus
|
70,000,000 | 70,000 | - | 1,155,000 | - | 1,225,000 | ||||||||||||||||||
Shares issued for option exercises
|
1,333,804 | 13,338 | - | 49, 629 | - | 62,967 | ||||||||||||||||||
Shares issued for settlement of notes payable
|
10,000,000 | 10,000 | - | 110,000 | - | 120,000 | ||||||||||||||||||
Adjustment for change of Par Value
|
- | (304,679 | ) | - | 304,679 | - | ||||||||||||||||||
Charge-off of Stock Subscription
|
62,135 | 62,135 | ||||||||||||||||||||||
Net loss
|
- | - | - | - | (1,720,306 | ) | (1,720,306 | ) | ||||||||||||||||
December 31, 2012
|
113,853,237 | $ | 113,853 | $ | - | $ | 13,482,569 | $ | (14,041,344 | ) | $ | (444,922 | ) |
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net (loss)
|
$ | (1,720,306 | ) | $ | (898,471 | ) | ||
Adjustments to reconcile net income to net cash
Provided by operating activities:
|
||||||||
Loss on disposal of assets
|
- | 3,888 | ||||||
Loss (gain) on Beneficial Conversion
|
47,050 | (34,648 | ) | |||||
Loss on Conversion
|
44,871 | - | ||||||
Bad Debt
|
265,450 | - | ||||||
Stock issued for services & accrued expenses
|
1,225,000 | 172,000 | ||||||
Stock issued for loan fee
|
- | 12,000 | ||||||
Stock issued for accrued wages
|
- | 600,000 | ||||||
Loan fee for convertible debt
|
- | 73,880 | ||||||
Cancellation of indebtedness
|
- | 60,420 | ||||||
Cancellation of stock subscription
|
- | 40,000 | ||||||
Shares issued for other expenses
|
7,555 | - | ||||||
Issuance of stock options
|
- | 126,590 | ||||||
Depreciation and amortization
|
41,113 | 74,833 | ||||||
Decrease (increase) in assets
|
||||||||
Prepaid expenses and other current assets
|
12,460 | 20,070 | ||||||
Accrued interest receivable – related party
|
- | (7,520 | ) | |||||
Net assets for disposal
|
- | |||||||
Increase (decrease) in liabilities
|
||||||||
Accounts payable
|
11,115 | (6,357 | ) | |||||
Accrued expenses
|
(38,859 | ) | (443,198 | ) | ||||
Accrued interest payable
|
23,936 | 4,813 | ||||||
Accrued interest payable – related party
|
- | (30772 | ) | |||||
Cash overdraft
|
- | (93 | ) | |||||
Beneficial conversion
|
- | 51,561 | ||||||
Net cash flows provided (used) by operating activities
|
(80,615 | ) | (181,004 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Investment in notes receivable – related party
|
- | - | ||||||
Sale of mineral rights
|
- | 7,926 | ||||||
Investment in royalty interest
|
3,525 | (30,269 | ) | |||||
Net cash flows provided (used) by investing activities
|
3,525 | (77,343 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Note payable
|
30,000 | |||||||
Convertible notes payable
|
- | 88,000 | ||||||
Related Party Advances
|
40,000 | - | ||||||
Exercise of stock options
|
172,965 | |||||||
Payment on stock subscription receivable
|
- | 5,000 | ||||||
Net cash flows provided (used) by financing activities
|
70,000 | 265,965 | ||||||
NET (DECREASE) IN CASH
|
(7,090 | ) | 7,618 | |||||
CASH, BEGINNING OF PERIOD
|
7,618 | - | ||||||
CASH, END OF PERIOD
|
$ | 528 | $ | 7,618 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the year for interest
|
$ | $ | ||||||
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
|
2012
|
2011
|
|||||||
Shares issued for accrued wages
|
$ | - | $ | 600,000 | ||||
Shares issued for debt
|
- | 600,000 | ||||||
Shares issued for consulting fees
|
- | 172,000 | ||||||
Shares issued for services & accrued expenses
|
1,225,000 | - | ||||||
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 |
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
|
·
|
Estimation of future cash flows used to assess the recoverability of long-lived assets
|
·
|
Estimation of the net deferred income tax asset valuation allowance
|
·
|
Determination of the appropriate assumptions to use to estimate the fair value of stock-based compensation for purposes of recording stock-based compensation
|
(2)
|
The company entered into a promissory note with Actual Investment, LLC on November 27, 2012. The note is unsecured and accrue interest 6% per annum payable on maturity October 26, 2013.
|
(3)
|
During 2011, the Company entered into two Convertible Promissory Notes. The Convertible Notes are unsecured and accrue interest 8% per annum payable upon maturity. The note holders have the option to convert any unpaid principal and accrued interest at any time to the Company’s common stock at a rate of 55% of the average three trading days low out of the immediately preceding ten trading days. The amount of the discount on these notes was $88,000 of which $46,887 was amortized in 2011 and the balance of $41,113 in 2012. 10,000,000 shares were issued on December 17, 2012 at market price to settle the two convertible promissory notes to Asher Enterprise.
|
|
·
|
In September 2011, we issued 10,000,000 shares of common stock to Darryl Reed, our chief executive officer, in satisfaction of $600,000 of accrued compensation;
|
|
·
|
In September 2011, we issued 800,000 shares for the exercise of options, of which $47,135 is outstanding as a stock subscription receivable;
|
|
·
|
In the quarter ended June 30, 2011, we issued 600,000 shares to consultants valued at $172,000;
|
|
·
|
In September 2011, we issued 10,000,000 shares to Seawright Holdings, Inc. in satisfaction of a note payable to Seawright in the original principal amount of $600,000.
|
|
·
|
During the fourth quarter of 2011, we issued 150,000 shares valued at $12,000 in exchange for an extension of a convertible note payable.
|
|
·
|
In the quarter ended March 2012, we issued 1,333,804 shares of common stock upon the conversion of $62,967 of convertible notes;
|
|
·
|
On December 3, 2012, we issued 70,000,000 shares of common stock to Darryl Reed, our chief executive officer, in payment of any accounts payable or accrued expenses owed. The shares were valued at the market price of $0.0175 for $1,225,000 on the date of approval by the board of directors.
|
·
|
On December 17, 2012, we issued 10,000,000 shares of common stock, valued at $120,000, to Actual Investments in satisfaction of a note payable by the Company to Asher Enterprise.
|
Options/Warrants
|
Weighted average
Exercise Price
|
|||||||
Outstanding as of December 31, 2010
|
800,480 | $ | 0.30 | |||||
Issued
|
800,000 |
0.167 to 0.40
|
||||||
Options exercised
|
800,000 |
0.167 to 0.40
|
||||||
Cancelled/Expired
|
180 | $ | 500.00 | |||||
Outstanding as of December 31, 2011
|
800,300 | $ | 0.30 | |||||
Issued
|
- | - | ||||||
Exercised
|
- | - | ||||||
Cancelled/Expired
|
300 | - | ||||||
Outstanding as of December 31, 2012
|
800,000 | $ | 0.30 | |||||
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)
|
3.8 years
|
Significant assumptions (weighted-average):
|
$ | 0.30 | ||
Risk-free interest rate at grant date
|
0.69 | % | ||
Expected stock price volatility
|
22.79 | % | ||
Expected dividend payout
|
0 | % | ||
Expected option life (in years)
|
2.8 years
|
|||
Date of Issuance
|
Number
of Options
/Warrants
|
Exercise Price
|
Contractual Life
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||
October 22, 2010
|
800,000 |
0.30
|
5 years
|
2.8 | |||||||
800,000 | 2.8 |
Originally
|
||||||||
Reported
|
Restated
|
|||||||
2012:
|
||||||||
Evaluated Oil & Gas Properties
|
$ | 213,881 | $ | 71,000 | ||||
Additional paid in capital
|
$ | 14,038,295 | $ | 13,482,569 | ||||
Accumulated deficit
|
$ | (14,454,189 | ) | $ | (14,041,344 | ) | ||
Net loss
|
$ | (2,036,343 | ) | $ | (1,720,306 | ) | ||
Loss per common share
|
$ | (.05 | ) | $ | (.04 | ) | ||
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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