SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS UNDER SECTION 12(b) OR 12(g) OF THE SECURITIES ACT OF 1934
MONET ENTERTAINMENT GROUP, LTD.
(Name of Small Business Issuer in Its Charter)
Colorado 84-1391993
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
222 Milwaukee Street, Suite 304, Denver, Colorado 80206
(Address of Principal Executive Offices) (Zip Code)
303-329-3479
(Company's Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
____________________________ ___________________________
____________________________ ___________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, no par value
(Title of Class)
(Title of Class)
<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors, Executive Officers, Promoters and Control Persons
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1 Market Price of and Dividends on the Company's Common Equity and
Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes in and Disagreements with Accountants
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
PART F/S
Financial Statements
PART III
Index to Exhibits
SIGNATURES
<PAGE>
PART I
Item 1. Description of Business.
Monet Entertainment Group, Ltd., (the "Company") was formed in 1996 in
order to finance the production of low budget feature length motion pictures and
a variety of other entertainment projects including documentaries, video
recordings and musical recordings. Many small independent producers are
financially unsophisticated and have little experience in raising the capital
required to produce their projects. As a result, the Company believes that there
is an opportunity to provide financing for projects which have a production
budget of between $50,000 and $1,000,000. The Company is of the opinion that
there is virtually no organized competition for financing of this nature.
The Company's offices are located at 222 Milwaukee St., Suite 304, Denver,
Colorado 80206. The Company's telephone number is (303) 329-3479.
The financing to be provided by the Company will typically be in the form of one
or more of the following:
1. Direct loans
2. Equity participations
3. Project completion bonds
In the case of direct loans, the interest rate will normally be five to
seven percentage points above the then prevailing prime lending rate, plus an
origination fee which will normally not exceed 3% of the amount of the loan. The
loans will generally have a maturity of two years or less. Direct loans will be
secured by the specific project being financed, the personal guarantees of the
producer and/or others involved in the project and in some cases by other
collateral.
Equity participation will involve an investment in the entertainment
project in return for a percentage of any profits earned from the commercial
exploitation of the project.
A completion bond will be the financial guaranty of the Company to
complete production of the project in the event that the production exceeds its
budget and additional capital is unavailable. The Company plans to reinsure any
bonds which its issues with insurers of sufficient financial resources such that
the Company will never be fully at risk for any capital which may be required if
the Company is called upon to pay the bond. In the alternative, the production
entity may be asked to pledge sufficient collateral to cover the bonded guaranty
such that the Company will be fully covered in the event there is any call on
the bond. The Company believes that its proposed completion bond program will
assist small independent producers in obtaining financing for their projects and
will be unique in the industry. The Company will charge the producer receiving
the bond a fee, which will normally be in the range of 3% to 5% of the amount of
the bond, for providing the completion bond.
<PAGE>
In addition to direct funding from the Company or a Company sponsored joint
venture, the Company also plans to provide small independent producers with
assistance in raising financing for entertainment projects with production
budgets in the range of $50,000 to $1,000,000. The Company intends to introduce
independent producers to persons willing to fund entertainment projects and
prepare, or supervise the preparation of, all documentation required to obtain
such financing.
The Company may also assist small independent producers in the distribution of
low budget motion pictures. In addition to standard theatrical release, other
distribution channels which the Company will pursue include video cassette,
video disc, DVD technology, airline syndication and foreign television
syndication. Depending upon the nature and commercial appeal of the project, the
Company may also license the sound track to a motion picture and the rights to
market merchandise based upon the film. If the Company can obtain distribution
agreements for a motion picture and/or licensing agreements pertaining to the
commercial exploitation of ancillary rights to the film, the Company is of the
opinion that obtaining production financing will be less difficult.
In 1996 Stephen Replin, an officer, director and principal shareholder of
the Company, purchased a 25% interest in a feature-length motion picture (then
in production) for $25,000. In 1996 Mr. Replin conveyed a 5% interest in the
film (20% of Mr. Replin's interest) to the Company in exchange for 2,295,000
shares of the Company's common stock. The film in which the Company has a 5%
interest was completed in 1998 and its producer is presently attempting to sell
the film to a distributor. If a sale is completed it is not expected that the
Company or the other owners of the film will retain any rights in the profits,
if any, resulting from the distribution of the film.
At the present time, the Company is in the development stage and has not
earned any revenues from its proposed operations.
Before the Company can begin operations, the Company will need to raise at
least $250,000 so that the Company will be in a position to begin funding
entertainment projects and/or issuing completion bonds. The Company will attempt
to raise this capital through:
1. The private sale of its debt and/or equity securities.
2. Borrowings from private lenders.
3. Joint ventures which will be formed by the Company and third parties
for the purpose of funding one or more entertainment projects.
The Company does not have any commitments from any person to provide any
capital to either the Company or to any producer of motion pictures or other
form of entertainment. The Company does not have any agreements with any motion
picture producer or producer of other forms of entertainment to finance the
production of any entertainment project. There can be no assurance that the
Company will be successful in terms of raising any capital, funding any
entertainment projects, or earning any profits.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
See Item 1 of this Report
Item 3. Description of Property.
See Item 1 of this report for information concerning the Company's interest in a
motion picture.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table shows the ownership of the Company's common stock by the
Company's officers and directors and by those persons known by the Company to be
the beneficial owners of more than 5% of the Company's common stock. Unless
otherwise indicated all shares are owned of record.
Percent of
Name and Address Shares Owned Class
Stephen D. Replin 3,870,000 (1) 77.4%
222 Milwaukee St.
Suite 304
Denver, CO 80206
Raven Printz 75,000 1.5
222 Milwaukee St.
Suite 304
Denver, CO 80206
Chester Cedars
222 Milwaukee St. 450,000 9.0%
Suite 304
Denver, CO 80206
Laurie Rhoades
222 Milwaukee St. 450,000 9.0%
Suite 304
Denver, CO 80206
All Officers and Directors as
a Group (2 persons) 3,945,000 78.9%
(1) Includes shares owned by various business entities controlled by Mr.Replin.
There are no arrangements known to the Company which may result in a change in
control of the Company.
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Name Age Position
Stephen D. Replin 52 President and a Director
Raven Printz 58 Executive Vice-President and Secretary
Directors are elected at each annual general meeting and serve until their
successors have been elected. Officers are appointed by the board of directors
and serve at the pleasure of the board.
Stephen D. Replin has been an officer and director of the Company since
its inception in September 1996. From October 1988 through the present, Mr.
Replin has served as the President of Regatta Capital, Ltd. Mr. Replin has been
an asset-based lender in the state of Colorado since 1977. Mr. Replin received a
Bachelor of Science Degree in accounting from the University of Colorado in June
1969 and a Masters Degree in Business Administration, with distinction, from the
New York University Graduate School of Business in June 1971, majoring in
corporate finance and investments. Mr. Replin received his law degree from the
University of Denver College of Law in June 1976, and a Master of Law Degree
(LL.M) in taxation from the New York University School of Law in June 1977. Mr.
Replin is a certified public accountant, licensed in the state of Colorado.
Raven Printz has been an officer of the Company since January 1999. Since
July 1996 Ms. Printz has been the President of Cherry Creek Film, Inc., a
corporation engaged in the development of independent full length feature films.
Cherry Creek Film also provides consulting services to the motion picture
industry and sponsors instructional seminars in the fields of filmmaking and
screen writing. For the past twenty-three years Ms. Printz has been involved
with over twenty full length feature films or documentaries as either a
producer, co-producer, writer, director, technical director, production
assistant, casting director, talent assistant, or consultant.
Item 6. Executive Compensation.
The following table on discloses all compensation received by the Company's
President (the Company's Chief Executive Officer) during the three years ending
December 31, 1998. During this three-year period no executive officer received
annual salary and bonus payments from the Company in excess of $100,000.
Annual Compensation Long Term Compensation
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
Stephen Replin 1998 - - - - - - -
President 1997 - - - - - - -
1996 - - - - - - -
<PAGE>
The following table shows the amount which the Company expects to pay its
executive officers during the year ending December 31, 1999 and the time which
the Company's executive officers plan to devote to the Company's business.
Proposed Time to be Devoted to
Name Compensation the Company's Business
Stephen D. Replin $5,000 10%
Raven Printz (1) $25,000 50%
(1)Itis not expected that Ms. Printz will devote any substantial time to the
Company's business until the Company raises approximately $250,000 in
capital.
Item 7. Certain Relationships and Related Transactions.
Since September 1996 Regatta Capital, Ltd. has provided office space,
furniture, and office equipment to the Company. Regatta Capital is controlled by
Stephen Replin, an officer and director of the Company. As of September 30, 1999
Regatta Capital had not charged the Company for rent or any related costs or
expenses. It is not expected that Regatta Capital will charge the Company for
rent or other services until the Company begins to generate revenues.
See Part II, Item 4 of this Registration Statement for information
concerning shares of the Company's common stock acquired by the Company's
officers and directors.
Item 8. Description of Securities.
Common Stock
The Company is authorized to issue 25,000,000 shares of common stock (the
"Common Stock"). Holders of Common Stock are entitled to cast one vote for each
share held of record on all matters presented to shareholders. Cumulative voting
is not allowed, which allows the holders of a majority of the outstanding Common
Stock to elect all directors.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available for the
payment of dividends and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. The board is
not obligated to declare a dividend. It is not anticipated that dividends will
be paid in the foreseeable future.
Holders of Common Stock do not have preemptive rights to subscribe to
additional shares issued by the Company. All of the outstanding shares of Common
Stock are fully paid and non-assessable.
<PAGE>
Preferred Stock
The Company is authorized to issue up to 25,000,000 shares of preferred
stock. The Company's Articles of Incorporation provide that the Board of
Directors has the authority to issue the Preferred Stock from time to time, with
such designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations, or
restrictions thereof as they determine, within the limitations provided by
Delaware statute.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and Other
Shareholder Matters.
There is no public trading market for the Company's common stock.
As of August 31, 1999 there were approximately 1,300 record holders of the
Company's common stock.
The Company has not paid, and, in the foreseeable future, the Company does
not intend to pay, any dividends.
Item 2. Legal Proceedings.
The Company is not party to any pending legal proceeding nor is any of its
property the subject of any pending legal proceeding. The Company is not aware
of any proceeding that a governmental authority is contemplating.
Item 3. Changes in and Disagreements with Accountants.
Not applicable.
Item 4. Recent Sales of Unregistered Securities.
The following information sets forth all securities of the Company which
have been sold and which were not registered under the Securities Act of 1933.
All presently outstanding shares of the Company's common stock were sold between
September 20, 1996 and December 31, 1996.
In October 1996 the Company issued 500,000 shares of its common stock in
exchange for 115,531 shares of the Series "C" common stock of Energy Acquisition
Companies, Inc. ("EAC"). At the time of this transaction, and as of September
15, 1999, EAC was not conducting any business and did not have any assets or
liabilities. The shares that the Company owns in EAC represent less than 1% of
EAC's issued and outstanding common stock. Stephen Replin, an officer and
director of the Company, is also an officer, director and controlling
shareholder of EAC and received 400,000 shares of the Company's common stock in
exchange for his Series C common shares of EAC.
<PAGE>
The issuance of the shares of the Company's common stock to the former
holders of EAC's series C shares was exempt from registration pursuant to Rule
504 of the Securities and Exchange Commission. No underwriters were used and the
Company did not pay any commissions in connection with the sale of these
securities.
In 1996 Mr. Replin purchased a 25% interest in a feature-length motion
picture for $25,000. In September 1996 Mr. Replin conveyed a 5% interest in the
film (20% of Mr. Replin's interest) to the Company in exchange for 2,295,000
shares of the Company's common stock.
In 1996 three former officers of the Company each received 435,000 shares
of the Company's common stock for services rendered. In 1998 and 1999 all of
these shares were purchased by Mr. Replin either directly, by entities
controlled by Mr. Replin, or by unrelated third parties.
In 1996 the Company sold 900,000 shares of its common stock to two persons
for approximately $0.02 per share.
The issuance of the shares described in the preceding three paragraphs was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
All of these shares were acquired for investment purposes only and without a
view to distribution. The persons who received these shares were fully informed
about matters concerning the Company, including its business, financial affairs
and other matters and acquired the securities for its own accounts. The shares
described in the preceding three paragraphs are "restricted" securities as
defined in Rule 144 of the Securities and Exchange Commission. No underwriters
were used and no commissions were paid in connection with the issuance of these
shares.
Item 5. Indemnification of Directors and Officers.
The Colorado Business Corporation Act and the Company's Bylaws provide
that the Company may indemnify any and all of its officers, directors, employees
or agents or former officers, directors, employees or agents, against expenses
actually and necessarily incurred by them, in connection with the defense of any
legal proceeding or threatened legal proceeding, except as to matters in which
such persons shall be determined not to have acted in good faith and in the best
interest of the Company. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
<PAGE>
PART F/S
<PAGE>
Story & Company, P.C.
Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Monet Entertainment Group, Ltd.
We have audited the accompanying balance sheet of Monet Entertainment Group,
Ltd. (a Development Stage Enterprise) as of December 31, 1997 and 1998 and the
related statements of income stockholders' equity, and cash flows for the years
ended December 31, 1997 and 1998. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance as to whether the balance sheet is free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
of the financial statements provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Monet Entertainment Group, Ltd.
(a Development Stage Enterprise) as of December 31, 1997 and 1998, and the
results of its operations and its cash flows for the two years ended December
31, 1997 and 1998 in conformity with generally accepted accounting principles.
Story and Company, P.C.
Certified Public Accountants
March 24, 1999
Denver, Colorado
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Balance Sheet
December 31, 1997 and 1998
1998 1997
Assets
Cash $1,961 $1,961
Investments
Energy Acquisition Group, Common Stock
(Note B 115 115
Interest in motion picture in production
(Note C) 5,000 5,000
Organizational Expenses (note D) 2,843 2,543
----- -----
Total Assets $9,919 $9,919
====== ======
Liabilities $ - $ -
Shareholders' Equity
Common stock, no par value, 25,000,000 shares
authorized, of which 5,000,000 are outstanding
(Notes B and C) 9,919 9,919
Preferred stock, no par value, 25,000,000
authorized, none outstanding - -
Total Shareholders' Equity 9,919 9,919
Total Liabilities and Shareholders' Equity $9,919 $9,919
====== ======
The accompanying notes are an integral part of these financial statements
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Statement of Operations
For Years Ended December 31, 1997 and 1998
1998 1997
Income $0 $0
Expense 0 0
---- ----
Net Operating Income Before Taxes 0 0
--- ---
Net Income $0 $0
==== ====
The accompanying notes are an integral part of these financial statements
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Statement of Cash Flows
For the Years Ended December 31,1997 and 1998
Cash Flows From Operating Activities 1998 1997
---- ----
Net Income -- --
Net Cash Provided by Operating Activities -- --
----- -----
Cash Flows From Investing Activities
Net Cash Provided by Investing Activities -- --
----- -----
Cash Flows From Financing Activities
Issuance of Capital Stock -- --
---- ----
Net Cash Provided by Financing Activities -- --
---- ----
Net Increase in Cash -- --
Cash, Beginning of Year 1,961 1,961
----- -----
Cash, End of Year $ 1,961 $ 1,961
======= =======
The accompanying notes are an integral part of these financial statements
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Statement of Stockholders Equity
For the Years Ended December 31, 1997 and 1998
Price
Amount Shares Per Share
Balances at December 31, 1996 $9,919 5,000,000 $0.0022
Changes During Year Ended December 31 1997 -0- -0- -0-
Balances at December 31, 1997 $9,919 5,000,000 $0.0022
Changes During Year Ended December 3l, 1998 -0- -0- -0-
-----------------------------------
Balances at December 31, 1998 $9,919 5,000,000 $0.0022
====== ========== =======
The accompanying notes are an integral part of these financial statements
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Notes to Financial Statements
A - Background and Summary of Significant Accounting Policies
Background
The Monet Entertainment Group, Ltd.. (the Company) was formed on September
20, 1996 for the purpose of engaging in two pursuits in the entertainment
industry. The first involves developing a unique "completion guarantee" to
assure the completion of selected motion picture projects. The second involves
developing a financing program for full length motion pictures:
1. Completion bonding activities are associated with and a part of
commercial film production and other entertainment production activities. A
"completion bond" is a guarantee that should a film project go over budget or
not have sufficient capital to complete the film, the guarantor will provide the
additional capital needed to insure completion of the project. This guarantee
for small independent producers is unique in the entertainment industry. At
present completion bonding has been a requirement for medium and large budget
productions but generally unavailable for small producers. Lack of availability
of this or a similar financial product has resulted in secondary producers
having great difficulty in obtaining financing and has kept many worthwhile
projects from reaching theaters. It is anticipated that Monet's completion bonds
will be reinsured with companies with sufficient capital resources to preclude
the possibility that Monet will ever be at risk for capital shortages in bonded
projects.
2. Financing feature length budget films will be accomplished through the
formation of a continuing series ofjoint ventures with independent film makers.
Plans include taking fractional interests in selected film projects, thus
spreading investor risk in the most advantageous manner. Project involvement
will be financed through joint-venture arrangements with individual investors
and small non-entertainment related companies.
Monet Entertainment Group, Ltd. is considered to be a Development Stage
Enterprise because planned principal operations have not commenced and there has
been no revenue therefrom.
Accounting Policies
The accompanying balance sheets are presented in the format prescribed for
development stage enterprises by Statement of Financial Accounting Standards No.
7 issued by the Financial Accounting Standards Board.
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Notes to Financial Statements
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. actual amounts could differ from those estimates.
B - Investments
The Company has exchanged shares of its common stock for shares of Series
C common stock of Energy Acquisition Companies, Inc. Energy), a New York
Corporation.
The exchange, which was effective on October 7, 1996, (the date the
Certificate of Share Exchange was filed by the Colorado Secretary of State and
by the New York Department of State), resulted in the exchange of 115,531 shares
of Energy Acquisition Companies, Inc. Series C, Par Value $0.00 I Common Stock
for 500,000 shares of Monet Entertainment Group, Ltd. Common Stock
The 115,531 shares of Energy Acquisition Companies, Inc. common stock
received by Monet represents 9/10 of one percent of Energy's outstanding shares.
The 500,000 shares of Monet common stock surrendered to Energy represents eleven
percent of of the Company's outstanding common stock, and two percent of its
authorized stock.
C- Completion of Film and Prospective Sale
During the initial operating period the Company acquired an interest in a
feature-length motion picture, tentatively entitled Salvation. This interest was
conveyed by Mr. Stephen Replin, President and principal stockholder of Monet
Entertainment Group, Ltd., in exchange for 2,295,000 shares of common stock. In
1996 Mr. Replin purchased a 25 percent interest in the film for $25,000. He
conveyed 20 percent of his interest in the film, thereby providing Monet with a
five percent ownership position.
<PAGE>
Monet Entertainment Group, Ltd.
(A Development Stage Enterprise)
Notes to Financial Statements (cont'd)
The film has been completed and management is presently attempting to sell
it outright to a distributor. An outright sale contemplates a fixed price
agreement in which the sellers will not retain rights in the profits, if any,
resulting from the distribution and promotion of the film. It is not anticipated
that owners will be required to contribute additional capital to finalize the
sale of the film.
D - Organizational Expenses
Three present and former officers of the Corporation, Messrs Frank Stuart,
Vice-President, Capital Markets; Nelson Hancock, Treasurer; and John Neas,
Recording Secretary, in recognition for their service rendered without
compensation to the Corporation, were each awarded 435,000 shares of common
stock. Subsequently, all of these shares were purchased by Stephen Replin and
others. The value of their contribution has been classified as an organizational
expense and will be amortized over a period of time consistent with tax law,
once the corporation is no longer classified as a development stage enterprise.
<PAGE>
MONET ENTERTAINMENT GROUP, LTD
(A Development Stage Enterprise)
BALANCE SHEET
June 30, 1999
ASSETS:
Cash $1,961
Investment
Energy Acquisition Group, Common Stock (Note B) 115
Interest in motion picture (Note C) 5,000
Organizational Expenses (note D) 2,843
TOTAL ASSETS $9,919
TOTAL LIABILITIES $ --
SHAREHOLDERS EQUITY
Common Stock, no par value, 25,000,000 shares
authorized, of which 5,000,000 are outstanding
(Notes B and C) $9,919
Preferred stock, no par value, 25,000,000 authorized,
None outstanding
Total Shareholders Equity 9,919
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $9,919
The accompanying notes are an integral part of these financial statements
<PAGE>
MONET ENTERTAINMENT GROUP, LTD
(A Development Stage Enterprise)
STATEMENT OF INCOME AND RETAINED EARNINGS
For the Six Months Ended June 30, 1999
Income $ --
Expense --
Net Operating Income Before Taxes --
Net Income $ --
=====
The accompanying notes are an integral part of these financial statements
<PAGE>
MONET ENTERTAINMENT GROUP, LTD
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 1999
Cash Flows From Operating Activities 1999
Net Income $ --
Net Cash provided by Operating Activities --
Cash Flows From Investing Activities --
Net Cash provided by Investing Activities --
Cash Flow From Financing Activities
Issuance of Capital Stock --
Net Cash Provided by Financing Activities --
Net Increase (Decrease ) in Cash --
Cash, Beginning of Year 1,961
Cash, June 30, 1999 $1,961
======
The accompanying notes are an integral part of these financial statements
<PAGE>
MONET ENTERTAINMENT GROUP, LTD
STATEMENT OF STOCKHOLDERS' EQUITY
(A Development Stage Enterprise)
For the Six Months Ended June 30,1999
Amount Shares Price Per Share
Balances at December 31,1998 $9,919 5,000,000 $0.0022
------ --------- -------
Change During Period Ended June 30,1999 -0- -0- -0-
Issued and Outstanding at June 30,1999 $9,919 5,000,000 $0.0022
====== ========= =======
The accompanying notes are an integral part of these financial statements
<PAGE>
MONET ENTERTAINMENT GROUP, LTD
(A Development Stage Enterprise)
Notes to Financial Statements
A - Background and Summary of Significant Accounting Policies
Background
The Monet Entertainment Group, Ltd.. (The Company) was formed on September
20,1996 for the purpose of engaging in two pursuits in the entertainment
industry. The first involves developing a unique "completion guarantee" to
assure the completion of selected motion picture projects. The second involves
developing a financing program for full length motion pictures.
1. Completion bonding activities are associated with and a part of
commercial film production and other entertainment production activities. A
"completion bond" is a guarantee that should a film project go over budget or
not have sufficient capital to complete the film, the guarantor will provide the
additional capital needed to insure completion of the project. This guarantee
for small independent producers is unique in the entertainment industry. At
present completion bonding has been a requirement for medium and large budget
productions but generally unavailable for small producers. Lack of availability
of this or a similar financial product has resulted in secondary producers
having great difficulty in obtaining financing and has kept many worthwhile
projects from reaching theaters. It is anticipated that Monet's completion bonds
will be reinsured with companies with sufficient capital resources to preclude
the possibility that Monet will ever be at risk for capital shortages in bonded
projects.
2. Financing feature length budget films will be accomplished
through the formation of a continuing series of joint ventures with independent
filmmakers. Plans include taking fractional interests in selected film projects,
thus spreading investor risk in the most advantageous manner. Project
involvement will be financed through joint-venture arrangements with individual
investors and small non-entertainment related companies.
Monet Entertainment Group, Ltd. Is considered to be a Development Stage
Enterprise because planned principal operations have not commenced and there has
been no revenue therefrom.
Accounting Policies
The accompanying balance sheets are presented in the format prescribed for
development stage enterprises by Statement of Financial Accounting Standards No.
7 issued by the Financial Accounting Standards Board.
<PAGE>
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from those estimates.
B - Investments
The Company has exchanged shares of its common stock for shares of Series
C common stock of Energy Acquisition Companies, Inc. (Energy) a New York
Corporation.
The exchange, which was effective on October 7,1996 (the date the
Certificate of Share Exchange was filed by the Colorado Secretary of State and
by the New York Department of State), resulted in the exchange of 115,531 shares
of Energy Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock
for 500,000 shares of Monet Entertainment Group, Ltd. Common stock
The 115,531 shares of Energy Acquisition Companies, Inc. common stock
received by Monet represents 9/10 of one percent of Energy's outstanding shares.
The 500,000 shares of Monet common stock surrendered to Energy represents eleven
percent of the Company's outstanding common stock, and two percent of its
authorized stock.
C - Completion of Film and Prospective Sale
During the initial operating period the Company acquired an interest in a
feature-length motion picture, tentatively entitled Salvation. This interest was
conveyed by Mr. Stephen Replin, President and principal stockholder of Monet
Entertainment Group, Ltd., in exchange for 2,295,000 shares of common stock. In
1996 Mr. Replin purchased a 25 percent interest in the film for $25,000. He
conveyed 20 percent of his interest in the film, thereby providing Monet with a
five percent ownership position.
The film has been completed and management is presently attempting to sell
it outright to a distributor. An outright sale contemplates a fixed price
agreement in which the sellers will not retain rights in the profits, if any,
resulting from the distribution and promotion of the film. It is not anticipated
that owners will be required to contribute additional capital to finalize the
sale of the film.
D - Organizational Expenses
Three former officers of the Company, Messrs Frank Stuart, Vice president,
Capital Markets; Nelson Hancock, Treasurer; and John Neas, Recording Secretary,
in recognition for their service rendered without compensation to the
Corporation, were each awarded 435,000 shares of common stock. Subsequently, all
of these shares were purchased by Stephen Replin, who is an officer, director
and principal shareholder of the Company, and certain third parties.
<PAGE>
PART III
Index to Exhibits
Page
Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, etc. 2
Exhibit 3 Articles of Incorporation, as amended, and Bylaws 5
Exhibit 4 Instruments Defining the Rights of Security Holders None
Exhibit 5 Subscription Agreement None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material Contracts None
Exhibit 27 Financial Data Schedule 15
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MONET ENTERTAINMENT GROUP, LTD.
Date: October 8, 1999 By: /s/ Stephen Replin
Stephen Replin, President
ARTICLES OF INCORPORATION
Corporation Name: MONET ENTERTAINMENT GROUP, LTD.
Principal Business Address:222 Milwaukee Street,Suite 304,Denver, CO 80206
Cumulative voting shares of stock is authorized: Yes ____ No __x__
If duration is less than perpetual enter number of years __________________
Preemptive rights are granted to shareholders: Yes ____ No __x__
Stock information:
Stock Class: Common Authorized Shares: 25,000,000 Par Value: None
------ ---------- ----
Stock Class: Preferred Authorized Shares: 25,000,000 Par Value: None
----------- ---------- ----
The name of the initial registered agent and the address of the registered
office is:
Last Name: Replin First & Middle Name: Stephen David
Street Address: 222 Milwaukee Street, Suite 304, Denver, Colorado 80206
--------------------------------------------------------------
The undersigned consents to the appointment as the initial registered agent.
Signature of Registered Agent: /s/ Stephen Replin
These articles are to have a delayed effective date of:
Incorporators: Names and addresses
Name Address
Stephen D. Replin 222 Milwaukee St., Suite 304
Denver, Colorado 80206
--------------------------- ------------------------------
------------------------------
Incorporators who are natural persons must be 18 years or more. The undersigned,
acting as incorporator(s) of a corporation under the Colorado Business
Corporation Act, adopt the above Articles of Incorporation.
Signature: /s/ Stephen Replin Signature: _________________________
PLAN OF SHARE EXCHANGE
ACQUIRING
CORPORATION: MONET ENTERTAINMENT GROUP, LTD.
(A Colorado Corporation)
SUBJECT
CORPORATION: ENERGY ACQUISITION COMPANIES, INC.
(A New York Corporation)
Energy Acquisition Companies, Inc. has the following classes of stock
outstanding:
Class Outstanding Shares
Series A Common Stock, $0.001 par value 115,531
Series B Common Stock, $0.001 par value 115,531
Series C Common Stock, $0.001 par value 115,531
Series D Common Stock, $0.001 par value 115,531
Series E Common Stock, $0.001 par value 115,531
Series F Common Stock, $0.001 par value 115,531
Series G Common Stock, $0.001 par value 11,553,100
Each outstanding share in each class is entitled to one vote.
Monet Entertainment Group, Ltd. has only one class of stock outstanding,
that being common stock. Monet Entertainment Group, Ltd. has 3,250,000 shares of
common stock issued and outstanding, with each share entitled to one vote.
The number of the outstanding shares of Monet Entertainment Group, Ltd. is
not subject to change prior to the effective date of the Share Exchange.
The Certificate of Incorporation of Monet Entertainment Group, Ltd. was
filed with the Colorado Secretary of State on September 20, 1996. This Plan of
Share Exchange is permitted by the laws of Colorado and is in compliance with
such laws.
The Certificate of Incorporation of Energy Acquisition Companies, Inc. was
filed by the Department of State on December 27, l993.
The Effective Date of the Share Exchange will be the date the certificate
of Share Exchange is filed by the Colorado Secretary of State and by the New
York Department of State.
On the Effective Date of the Share Exchange, each outstanding share of the
Series C Common Stock of Energy Acquisition Companies, Inc. will be exchanged
for 4.3278 shares of the Common Stock of Monet Entertainment Group, Ltd.
<PAGE>
AGREED TO AND ACCEPTED this 7th day of October, 1996.
ENERGY ACQUISITION COMPANIES, INC.
By /s/ Stephen D. Replin
Stephen D. Replin, President
MONET ENTERTAINMENT GROUP, LTD.
By /s/ Stephen D. Replin
Stephen D. Replin, President
BYLAWS
OF
MONET ENTERTAINMENT GROUP, LTD.
ARTICLE I
OFFICES
Section l. Offices:
The principal office of the Corporation shall be determined by the Board
of Directors, and the Corporation shall have other offices at such places as the
Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDER'S MEETINGS
Section l. Place:
The place of stockholders' meetings shall be the principal office of the
Corporation unless some other place shall be determined and designated from time
to time by the Board of Directors.
Section 2. Annual Meeting:
The annual meeting of the stockholders of the Corporation for the election
of directors to succeed those whose terms expire, and for the transaction of
such other business as may properly come before the meeting, shall be held each
year on a date to be determined by the Board of Directors.
Section 3. Special Meetings:
Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of ten percent
(l0%) or more of all the shares entitled to vote at such meeting, by the giving
of notice in writing as hereinafter described.
Section 4. Voting:
At all meetings of stockholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the stockholder voting, the
number of shares voted, and, if such vote shall be by proxy, the name of the
proxy holder. Voting may be in person or by proxy appointed in writing, manually
signed by the stockholder or his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided therein. One third of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.
<PAGE>
Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (l0) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (l0) days prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Section 5. Order of Business:
The order of business at any meeting of stockholders shall be as follows:
l. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the meeting and the
existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
l0. New business.
ll. Adjournment.
l2. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
Section l. Organization and Powers:
The Board of Directors shall constitute the policy-making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one nor more than ten members, who shall be elected at
the annual meeting of stockholders by a plurality vote for a term of one (l)
year, and shall hold office until their successors are elected and qualify.
Directors need not be stockholders. Directors shall have all powers with respect
to the management, control, and determination of policies of the Corporation
that are not limited by these Bylaws, the Articles of Incorporation, or by
statute, and the enumeration of any power shall not be considered a limitation
thereof.
Section 2. Vacancies:
Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.
Section 3. Regular Meetings:
A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.
Section 4. Special Meetings:
Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed by
all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.
<PAGE>
Section 5. Notices:
Notices of both regular and special meetings, save when held by unanimous
consent or participation, shall be mailed by the Secretary to each member of the
Board not less than three days before any such meeting and notices of special
meetings may state the purposes thereof. No failure or irregularity of notice of
any regular meeting shall invalidate such meeting or any proceeding thereat.
Section 6. Quorum and Manner of Acting:
A quorum for any meeting of the Board of Directors shall be a majority of
the Board of Directors as then constituted. Any act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Any action of such majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board, shall always be as valid and effective in all
respects as if otherwise duly taken by the Board of Directors.
Section 7. Executive Committee:
The Board of Directors may by resolution of a majority of the Board
designate two (2) or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation; but the designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.
Section 8. Order of Business:
The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
l. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
6. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
<PAGE>
Section 9. Remuneration:
No stated salary shall be paid to directors for their services as such,
but, by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board. Members of special or standing committees may be allowed
like compensation for attending meetings. Nothing herein contained shall be
construed to preclude any director from receiving compensation for serving the
Corporation in any other capacity, subject to such resolutions of the Board of
Directors as may then govern receipt of such compensation.
ARTICLE IV
OFFICERS
Section l. Titles:
The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the
directors at their first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities of
such officers.
Section 2. President:
The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors. He shall be generally vested with the power of the chief executive
officer of the Corporation and shall countersign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of Directors
or required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.
Section 3. Vice President:
The Vice President shall perform all the duties of the President if the
President is absent or for any other reason is unable to perform his duties and
shall have such other duties as the Board of Directors shall authorize or
direct.
Section 4. Secretary:
The Secretary shall issue notices of all meetings of stockholders and
directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.
<PAGE>
Section 5. Treasurer:
The Treasurer shall have custody of all moneys and securities of the
Corporation and shall have supervision over the regular books of account. He
shall deposit all moneys, securities, and other valuable effects of the
Corporation in such banks and depositories as the Board of Directors may
designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time and
shall otherwise perform such duties as may be required of him by the Board of
Directors.
The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.
Section 6. Vacancies or Absences:
If a vacancy in any office arises in any manner, the directors then in
office may choose, by a majority vote, a successor to hold office for the
unexpired term of the officer. If any officer shall be absent or unable for any
reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.
Section 7. Compensation:
No officer shall receive any salary or compensation for his services
unless and until the Board of Directors authorizes and fixes the amount and
terms of such salary or compensation.
ARTICLE V
STOCK
Section 1. Regulations:
The Board of Directors shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
<PAGE>
Section 2. Restrictions on Stock:
The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.
ARTICLE VI
DIVIDENDS AND FINANCES
Section l. Dividends:
Dividends may be declared by the directors and paid out of any funds
legally available therefor under the laws of Colorado, as may be deemed
advisable from time to time by the Board of Directors of the Corporation. Before
declaring any dividends, the Board of Directors may set aside out of net profits
or earned or other surplus such sums as the Board may think proper as a reserve
fund to meet contingencies or for other purposes deemed proper and to the best
interests of the Corporation.
Section 2. Monies:
The monies, securities, and other valuable effects of the Corporation
shall be deposited in the name of the Corporation in such banks or trust
companies as the Board of Directors shall designate and shall be drawn out or
removed only as may be authorized by the Board of Directors from time to time.
Section 3. Fiscal Year:
Unless and until the Board of Directors by resolution shall determine the
fiscal year of the Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
<PAGE>
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement, vote
of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
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<NAME> Monet Entertainment Group, Ltd.
<MULTIPLIER> 1
<CURRENCY> US
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 1,961
<SECURITIES> 115
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 1,961
<PP&E> 5,000
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<TOTAL-ASSETS> 9,919
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<BONDS> 0
0
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<COMMON> 9,919
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,919
<SALES> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
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<NAME> Monet Entertainment Group, Ltd.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
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