SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 10, 1997.
Media Entertainment, Inc.
(Exact name or registrant as specified in its charter)
NEVADA 333-26385 72-1346591
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of principal executive offices, including zip code)
Registrant's telephone number,
including area code: (504) 922-7744<PAGE>
Form 8-K
Media Entertainment, Inc.
Item 5. Other Events.
Change in Development Priority
On October 10, 1997, the Executive Committee of the Board of
Directors of Media Entertainment, Inc., a Nevada corporation
(the "Company"), approved a change in the Company's priority
of business development opportunities.
The Company's former development priority was: (1) wireless
cable television markets, beginning with the Poplar Bluff
and Lebanon, Missouri, markets; (2) community (low power)
television stations, beginning with the Baton Rouge,
Louisiana, market; and (3) wireless internet Baton Rouge,
Lousiana, and Dallas, Texas, markets.
The Company's new development priority is (1) wireless
internet markets, (2) community (low power) television
markets and (3) wireless cable television markets. The
change in development priority is a result of the
unexpectedly rapid completion of a market-ready version of
the Company's Wireless Internet Access System.
The Company currently stands ready to begin commercial
exploitation of its Wireless Internet Access System, and is
seeking capital with which to do so. Should capital be
available, the Company intends to commence Wireless Internet
Service Provider (ISP) operations in Baton Rouge, Louisiana,
Dallas, Texas, and an as-yet unidentified mid-size city in
the Southwestern U.S. There is no assurance that the
Company will be successful in obtaining capital with which
to commence its proposed operations.
Description of the Wireless Internet Business
The Company's proprietary Wireless Internet Access System
operates within a broadcast signal in the 900 or 2400 MHz
band using two-way modems outfitted with antennae. Thus,
the Company's Wireless Internet Access System differs
substantially in design from the wireless internet access
available through cellular telephones and differs
substantially from traditional telephone-line-based Internet
Service Providers because there is no reliance on hard wire
to transfer data. Yet, the Company's management believes
the Company's Wireless Internet Access System is capable of
greater utility at lower cost than these other modes of
Internet access.
It is the belief of the Company's management that the
Company's Wireless Internet Access System provides the
following competitive advantages for attracting potential
business customers over other Internet access modes:
- Speed. During testing, the Company's Wireless
Internet Access System provided a minimum data transmission
speed of 64kbs, with data transmission speed capability of
up to the equivalent of a T1 telephone line (that is, the
data transmission capability equivalent of 24 ISDN-telephone
lines). The Company intends to guaranty ISDN-equivalent
data transmission speed to all business customers who desire
such speed.
- Lower Cost. It is expected that the Company's
Wireless Internet Access System will, depending on the
particular market, offer ISDN-equivalent data transmission
speed at a cost of 30% to 40% less than hard-wire ISDN lines
currently offered by local telephone companies. In
addition, it is expected that the Company's Wireless
Internet Access System offers significant savings over
cellular-telephone-based Internet access methods, inasmuch
as the Company's Wireless Internet Access System will be a
monthly flat-rate charge rather than a per-minute charge.
- Encryption. The Company's Wireless Access System is
designed to allow the encryption (scrambling) of its
broadcast signal, thereby offering a high degree of security
to potential business customers who wish to transmit
confidential information over the Internet. As designed,
such encryption capability would not add significantly to
the cost of the Company's Wireless Internet Access System to
its potential business customers.
- Mobility. As currently configured, the Company's
Wireless Internet Access System would allow service
personnel of a business to file contemporaneous reports,
request and receive technical assistance and perform other
computer-based functions from a customer's place of business
or from a service vehicle, even if the service vehicle is
traveling to the next destination. The Company believes
this mobility feature of its Wireless Internet Access System
will be attractive to potential business customers.
- Ethernet Capability. As designed, the Company's
Wireless Internet Access System is compatible with existing
so-called "ethernet" systems. Generally, an ethernet can be
described as a self-contained network of desk-top computers,
often located in the same building, through which individual
computer users can communicate electronically (i.e., via e-mail),
as well as access the Internet. Management of the Company believes
the Company is capable of designing and installing an enthernet
system in any existing building by installing a wireless
communications system that links all computers, including
computers that are to remain linked via hard wire, to one
another and provides all computer users access to the Internet.
The Company believes that its ability to provide a wireless
ethernet system at substantially lower cost than that of a
hard-wire ethernet system will be a competitive advantage.
- No Telephone Company Involvement. Because the
Company's Wireless Internet Access System does not utilize
telephone lines, Company customers will not be required to
incur the expense of a hard-wire telephone line through
which to access the Internet. The Company believes this
characteristic will be appealing to potential business
customers. Also, in the many areas where there exists
disdain for the local telephone company, the Company
believes it will be able to gain business customers, at
least in part, by emphasizing the fact that the local
telephone company will no longer be needed for Internet
access.
The Company anticipates that its Wireless Internet Access
System will be able to satisfy any other special
requirements of a potential business customer, without
significantly adding to the system's cost to that customer.
However, there can be no assurance that such will be the
case.
Initially, the Company's Wireless Internet Access System
will be marketed to the business sector. However, the
Company is currently finalizing plans for the presentation
of its Wireless Internet Access System to home-based
Internet users. Management of the Company believes that the
Company is currently able to offer Internet access to homes
at a lower cost than is currently offered by telephone-line-based
Internet Service Providers, when a home-based user has
installed a second line dedicated to fax/Internet
capabilities. However, the Company expects that it will not
begin to market to home-based Internet users until its has
determined exactly what services each of its Wireless
Internet Service Providers will offer subscribers.
Currently, it is the Company's intention to offer a full
array of video entertainment via its Wireless Internet
Access System. This is easily achieved due to the fact that
the Company's Internet connection can be routed to the
user's television using existing, relatively inexpensive
technology. The Company expects that, over a period of
about five years, each of its Wireless Internet Access
Providers would, assuming market conditions permit, be able
to offer its subscribers the following services, including
others that, given the rapid evolution of technology, may
not currently exist:
- Movies. The design of the Company's Wireless
Internet Access System leads the Company's management to
believe that the Company will be able to offer an ever-expanding
movie list, all of which would be available, in
real time, at any time, upon request of the subscriber. It
is expected that each movie would be sold, or "rented", to
subscribers at a cost that would be less than the same movie
were it to be rented from the local video rental store. The
primary impediment to the Company's offering this service is
its lack of capital with which to acquire necessary
equipment, as well as digitized copies of the desired
movies.
- Pay-Per-View Events. The design of the Company's
Wireless Internet Access System leads the Company's
management to believe that the Company will be able to offer
to its subscribers access to pay-per-view events, such as
concerts and sporting events, including boxing matches, such
as are currently available from time to time through local
cable television systems. The primary impediment to the
Company's offering this service is its lack of capital with
which to purchase necessary equipment, including satellite
dishes.
- "Cable" Television. Although the Company expects
that consumer acceptance will be sluggish at first, the
design of the Company's Wireless Internet Access System
leads the Company's management to believe that, with
adequate capital for equipment and advertising, as well as
consumer education, the Company will be able to provide a
competitive offering of "cable" television channels that
will equal to those offered by any local cable television
company and direct broadcast satellite systems. It is quite
possible that market forces will dictate that this type of
service would not be introduced to consumers for the
foreseeable future. No prediction in this regard can be
made.
The foregoing services that might be offered in the future
by the Company remain in the development stage and no
introduction date has been set by the Company's management.
All of the services described appear to be possible after
initial tests, due to the high-speed data transmission
capabilities of the Company's Wireless Internet Access
System. Additional applications are currently being
developed by the Company. No prediction as to when any or
all of these services will be ready for commerical
exploitation.
This Current Report on Form 8-K contains certain "forward-looking
statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. All statements, other than
statements of historical facts included in this Current
Report on Form 8-K, including, without limitation, those
under "Change in Development Priority" and "Description of
Wireless Internet Business" above. Suct statement are
subject to certain risks and undertainties, such as changes
in prices or demand for the Company's products as a result
of competitive actions or economic factors, changes in the
cost of equipment, changes in operating costs resulting from
new technologies or inflation and the Company's ability to
gain access to capital markets and/or commercial bank
financing on favorable terms. Should one or more of these
risks or uncertainties, among others, materialize, actual
results may vary materially from those estimated,
anticipated or projected. Although the Company believes
that the expectations reflected by such forward-looking
statements are reasonable based on information currently
available to the Company, no assurance can be given that
such expectation will prove to have been correct.
Cautionary statements identifying important factors that
could cause actual results to differ materially from the
Company's expectations are set forth in this Current Report
on Form 8-K, including, without limitation, in conjunction
with the forward-looking statements included in this Current
Report on Form 8-K that are referred to above. All forward-looking
statements included in this Current Report on Form
8-K and all subsequent oral forward-looking statements
attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by these
cautionary statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: October 21, 1997.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President
