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UNITED STATES
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): September 28, 2000
Total Film Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-30027 13-3851302
(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
9107 Wilshire Boulevard, Suite 475, Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 275-8404
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Pursuant to Rule 135(c) under the Securities Act of 1933, the registrant
hereby gives notice that as of August 15, 2000, it and its then wholly-owned
subsidiary, Total China II, Inc., completed a private offering of equity
securities as follows:
- There were offered a total of 108 units at $50,000 per unit.
- A unit consisted of 10,000 shares of common stock of the registrant
and 10,000 shares of Series A preferred stock of Total China II, Inc.
- In its Confidential Private Placement Memorandum dated May 23, 2000,
the registrant and Total China II reserved "...the right to accept
purchases for less than the number of shares of Units offered hereby.
The Company reserves the right to reject any investment in whole or in
part, in its sole discretion". The offering and placement of these
securities was made only to and with accredited investors as defined
in Rule 501(a) of Regulation D, and with each of whom the persons
selling the securities on behalf of the registrant and Total China II
had a pre- existing substantive relationship.
- This private placement was commenced on May 23, 2000, and was
essentially completed on July 21, 2000, with the exception of one unit
placed on August 15, 2000.
- Pursuant to the reserved "...right to sell less than the number of
shares of Units offered...", the registrant and Total China II sold a
total of 73.86 Units, or 738,600 shares of common stock of the
registrant and 738,600 shares of the Series A preferred stock of Total
China II. The placement of these securities produced $3,693,000 of
gross proceeds to the registrant.
- There were a total of 53 purchasers of the securities offered, each of
whom was an accredited investor. For the purpose of verification of
the status as an accredited investor, each of these purchasers
furnished to the registrant an Investors Questionnaire designed to
demonstrate that status and to confirm the knowledge on the part of
the persons selling the securities on behalf of the registrant and
Total China II that the prospective investors were qualified offerees
and purchasers which knowledge was derived from pre-existing
substantial relationships between these sellers and these purchasers.
- The registrant proposes to use 40 percent of the net proceeds of the
private placement of approximately $1,329,480 for working capital.
- Total China II, Inc. proposes to use 60 percent of the net proceeds of
the private placement or approximately $1,994,220 for the purchase of
an equity interest in
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MeetChina.com, a business-to-business e-commerce portal engaged
directly through a subsidiary in promoting imports and exports to
and from China through the Internet and providing ancillary services
related thereto.
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 hereunto duly authorized.
Total Film Group, Inc.
Date: September 29, 2000 By /s/ Monique Jones, CFO
