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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Total Film Group, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
89150V102
(CUSIP Number)
Madeleine Ali
Total Film Group
9107 Wilshire Boulevard
Beverly Hills, CA 90210
(310) 275-8404
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 7, 2000
(Date of Event which Requires Filing of this Statement)
SCHEDULE 13D
CUSIP NO. 89150V102
1. Name of Reporting Person: Gerald Green
2. Check the appropriate box if a member of a group: (a) [ ] (b) [ ]
3. SEC USE ONLY
4. Source of funds: OO no funds required
5. Check box if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
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Number of shares beneficially owned by each reporting person with:
7. Sole voting power: 1,407,500
8. Shared voting power: 812,500
9. Sole dispositive power: 1,407,500
10. Shared dispositive power: 812,500
11. Aggregate amount beneficially owned by each reporting person: 2,220,000
12. Check box if the aggregate amount in row (11) excludes certain shares: [ ]
13. Percent of class represented by amount in row (11): 16.65%
14. Type of reporting person: IN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to options to purchase the common
stock, par value $.001 per share (the "Common Stock"), of Total Film Group,
Inc., a Delaware corporation (the "Company"). The principal executive offices
are located at 9107 Wilshire Boulevard, Suite 475, Beverly Hills, CA 90210.
ITEM 2. IDENTITY AND BACKGROUND
(a) Gerald Green
(b) 9107 Wilshire Boulevard, Suite 475 Beverly Hills, CA 90210
(c) Executive Producer, Chairman & CEO of Total Film Group, Inc.
9107 Wilshire Boulevard, Suite 475
Beverly Hills, CA 90210
(d) None
(e) None
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No funds were used for the 500,000 stock options to which this Schedule 13D
applies. The options were granted by the Company as a bonus to Mr. Green.
ITEM 4. PURPOSE OF TRANSACTION
The securities were acquired through the Company's grant of stock options
to the Company's Chairman and Chief Executive Officer as compensation. The
reporting person has no present plan or proposal which would relate to or would
result in any of the events listed below:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
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(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As the date hereof, the reporting person beneficially owns an
aggregate of 2,220,000 shares of Common Stock, which represents
approximately 16.65% of the outstanding shares of Common Stock.
(b) Of the total shares beneficially owned by the reporting person,
407,500 are held directly in his name and he has sole power to vote
and sole power to dispose of the shares. Of the remaining shares,
437,500 are held directly in the name of Mr. Green's wife, Patricia M.
Green, and he shares the power to vote and dispose of these shares.
Also of the remaining shares, 375,000 are held in trust for the
children of Mr. and Mrs. Green. Mr. and Mrs. Green share control of
the voting and disposition of the shares held in trust. Mr. Green also
holds options to purchase 1,000,000 shares which are exercisable
within sixty days. Set forth below is information concerning Mrs.
Green as required pursuant to Item 2:
(i) Patricia M. Green
(ii) 9107 Wilshire Boulevard, Suite 475
Beverly Hills, CA 90210
(iii) Film producer
9107 Wilshire Boulevard, Suite 475
Beverly Hills, CA 90210
(iv) None
(v) None
(vi) United States
(c) None
(d) None
(e) Not Applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 17, 2000 /s/ Gerald Green
