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 June 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______ to ____________ Commission file number: 0-50090 MAGIC COMMUNICATIONS, INC. (Exact name of small business issuer as specified in its charter) Delaware 13-3926203 ---------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 5 West Main Street, Elmsford, New York 10523 ----------------------------------------------------- (Address of principal executive offices) (914) 345-0800 ------------------------------- (Issuer's telephone number) Check whether the registrant (1) filed all reports required to be filed by Section l3 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 [ ] (1)No [ X ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: _____ shares of Common Stock as of ____________. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ] ------------------------ (1) The Registrant filed its Form 10-KSB for year ended December 31, 2003 on March 4, 2005. Each of its Forms 10-QSB for quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 were or are being filed in May 2005. Subsequent to the filing of such Forms 10-QSB, the Registrant will remain delinquent in its '34 Act reporting requirements until such time as it files its Form 10-KSB for year ended December 31, 2004 as well as its Form 10-QSB for quarter ended March 31, 2005. PART I. Financial Information MAGIC COMMUNICATIONS GROUP, INC. BALANCE SHEET JUNE 30, 2004 (Unaudited) ASSETS EQUIPMENT, net $ 30,508 SECURITY DEPOSITS 3,850 DUE FROM RELATED PARTY 4,300 ----------- $ 38,658 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 69,363 Cash overdraft 22,250 Loan payable 50,000 Short-term loan 5,000 Due to related parties 78,198 ----------- TOTAL CURRENT LIABILITIES 224,811 STOCKHOLDERS' DEFICIT: Common stock, $.0001 par value; authorized 50,000,000 shares; issued and outstanding 2,530,000 shares 253 Preferred stock, $.0001 par value; authorized 1,000,000 shares; issued and outstanding -0- shares - Additional paid-in capital 8,900 Accumulated deficit (195,306) ----------- TOTAL STOCKHOLDERS' DEFICIT (186,153) ----------- $ 38,658 =========== The accompanying notes are an integral part of the financial statements. - 2 - MAGIC COMMUNICATIONS GROUP, INC. STATEMENTS OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, ------------------------------------- ------------------------------------ 2004 2003 2004 2003 ----------------- ----------------- ----------------- ---------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) NET SALES $ 13,411 $ 20,591 $ 13,774 $ 46,221 OPERATING EXPENSES: Depreciation 4,319 4,320 8,639 8,639 Salaries 7,600 7,000 13,800 13,000 Equipment lease 187 1,353 592 2,912 Professional fees 1,087 1,500 6,837 11,000 General and administrative 16,172 11,494 42,816 22,747 TOTAL OPERATING EXPENSES 29,365 25,667 72,684 58,298 NET LOSS $ (15,954) $ (5,076) $ (58,910) $ (12,077) ================= ================= ================= ================ BASIC AND DILUTED NET LOSS PER SHARE $ (0.01) $ (0.00) $ (0.02) $ (0.00) ================= ================= ================= ================ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and Diluted 2,530,000 2,500,000 2,530,000 2,500,000 ================= ================= ================= ================ The accompanying notes are an integral part of the financial statements. - 3 - MAGIC COMMUNICATIONS GROUP, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, --------------------------------------- 2004 2003 -------------------- ---------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (58,910) $ (12,077) -------------------- ---------------- Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation 8,639 8,639 Changes in assets and liabilities: Cash Overdraft 22,250 Accounts payable and accrued expenses 11,020 9,341 -------------------- ---------------- TOTAL ADJUSTMENTS 41,909 17,980 -------------------- ---------------- NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (17,001) 5,903 -------------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Return of security deposits 7,700 - -------------------- ---------------- NET CASH PROVIDED BY INVESTING ACTIVITIES 7,700 - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related parties 4,500 - -------------------- ---------------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES 4,500 - NET INCREASE (DECREASE) IN CASH (4,801) 5,903 CASH, BEGINNING OF PERIOD 4,801 - -------------------- ---------------- CASH, END OF PERIOD $ - $ 5,903 ==================== ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ - $ - ==================== ================ Cash paid for taxes $ 100 $ - ==================== ================ The accompanying notes are an integral part of the financial statements. - 4 - MAGIC COMMUNICATIONS GROUP, INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all 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. Operating results for the six months ended June 30, 2004 are not necessarily indicative of results that may be expected for the year ending December 31, 2004. For further information, refer to the audited financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 2003. NOTE 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. However, the Company has incurred recurring losses resulting in a stockholders' deficit of ($186,153) and working capital deficit of ($224,811) at June 30, 2004. In addition, the Company's cash account is $0. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. In view of these matters, the continued existence of the Company is dependent upon its ability to meet its financing requirements and, ultimately, the success of its planned future operations. There can be no assurance that the Company will obtain the necessary financing nor that the planned future operations will be successful. - 5 - Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Six Months Ended June 30, 2004 vs. Six Months Ended June 30, 2003 Net sales decreased from $46,221 in the six months ended June 30, 2003 to $13,744 in the six months ended June 30, 2004. This decrease is attributable to a reduction in telephones and continued increase in cell phone usage. Operating expenses increased from $58,298 or 126% of net sales to $72,684 or 528% of net sales. The change in operating expenses was due to the following items: (i) an increase in salaries of $800 from $13,000 in 2003 to $13,800 in 2004; (ii) a decrease in lease payments for phone equipment (leases expired in March 2002) of $2,320 from $2,912 for the six months ended June 30, 2003 to $592 for the six months ended June 30, 2004; (iii) a increase in general and administrative expenses of $20,069 from $22,747 for the six months ended June 30, 2003 to $42,816 for the six months ended June 30, 2004; and (iv) a decrease in professional fees of $4,163 from $11,000 in the six months ended June 30, 2003 to $6,837 in the six months ended June 30, 2004. Since sales decreased and operating expenses increased, the Company's net loss increased from ($12,077) in the six months ended June 30, 2003 to ($58,910) in the six months ended June 30, 2004. The numbers of pay telephones in service was approximately 150 telephones during the three months ended March 31, 2003 and 100 telephones during the three months ended March 31, 2004. Liquidity and Capital Resources On June 30, 2004 the Company had a cash overdraft of $22,250. It was the opinion of Management that the lack of funds would not enable the Company to affect its registration under the Exchange Act and file periodic reports until such time as it is able to generate revenues/cash flow from its operations. Current funds having been expended and with managements' assumption that the Company may not generate sufficient revenues from operations, the Company will (a) be dependent upon management to fund operations and/or (b) be dependent upon some form of debt or equity financing, if available, and if available, under terms deemed reasonable to management. The management of the Company has orally committed to fund the Company on an "as needed" basis. The Company's auditors have included a "going concern" opinion in their report on the Company's financial statements contained in the Company's 10-KSB for the year ended December 31, 2003. Need for Additional Financing The Company believes that its existing capital will be insufficient to meet the Company's cash needs, including costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. The Company may rely upon issuance of its securities to pay for services necessary to meet reporting requirements. Off -Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, - 6 - changes in its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Forward-Looking Statements When used in this form 10-QSB, or in any document incorporated by reference herein, the words or phrases "will likely result", "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings, if any, and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such Forward- looking statements, which speak only as to the date made. The Company wishes to advise readers that the factors listed above, or in its 10-SB Registration Statement Risk Factor Section, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Item 3. CONTROLS AND PROCEDURES Our management, Stephen D. Rogers, our chief executive officer and chief accounting officer, conducted an evaluation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)). Based on his evaluation, our chief executive officer and chief accounting officer has concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that all material information required to be filed in this Quarterly Report on Form 10-QSB has been made known to them in a timely fashion. There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date set forth above. PART II. OTHER INFORMATION Item 1. Legal Proceedings: None Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities: None Item 3. Defaults Upon Senior Securities: None - 7 - Item 4. Submission of Matters to a Vote of Shareholders: None Item 5. Other Information: None Item 6. Exhibits and Reports on Form 8-K: None Exhibit Number Description 31.1 Section 302 Certification of Chief Executive Officer and Chief Financial Officer 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 - 8 - SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 20, 2005 Magic Communications, Inc. ------------------------------------- (Registrant) By: /s/ Stephen D. Rogers ------------------------------------- Stephen D. Rogers, President and Chief Accounting Officer