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Kirt W. James
PRESIDENT
Oasis Entertainments Fourth Movie Project, Inc.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
(949) 248-9561
fax (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A3
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC
COMMISSION FILE NUMBER 000-28881
Nevada 88-0403762
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 326, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 249-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Common Voting Equity Stock
14,810,000
November 6, 2000
The EXHIBIT INDEX is located at page 41 of this Registration Statement
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PART I 3
Item 1. Description of Business 3
(a) Business Development 3
(b) Business of the Issuer 4
Item 2. Managements Discussion and Analysis or Plan of Operation 9
(a) Plan of Operation next twelve months 9
(b) Discussion and Analysis of Financial Condition and Results of
Operations 10
(c) Reverse Acquisition Candidate 12
Item 3. Description of Property 13
Item 4. Security Ownership of Certain Beneficial Owners and Management 13
(a) Security Ownership of Certain Beneficial Owners 13
(b) Security Ownership of Management 13
(c) Changes in Control 14
Item 5. Directors, Executive Officers, Promoters and Control Persons 14
Item 6. Executive Compensation 16
Item 7. Certain Relationships and Related Transactions 16
Item 8. Description of Securities 18
The Registrant's Capital Authorized and Issued 18
Common Stock. 18
Secondary Trading 18
Unrestricted Shares of Common Stock. 18
PART II 20
Item 1 20
(a) Market Information 20
(b) Holders 20
(c) Dividends 20
(d) Reverse Acquisitions 20
Item 2. Legal Proceedings 20
Item 3. Changes in and Disagreements with Accountants 20
Item 4. Recent Sales of Unregistered Securities 21
Item 5. Indemnification of Officers and Directors 21
PART F/S 22
PART III 41
Item 1. Index to Exhibits 41
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PART I
UNNUMBERED ITEM: INTRODUCTION
This registration statement is voluntarily filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, in order to comply with the
requirements of National Association of Securities Dealers for quotation on the
Over-the-Counter Bulletin Board, often called OTCBB . This Registrant's common
stock is not presently quoted on any exchange at the present time. The
requirements of the OTCBB are that the financial statements and information
about the Registrant be reported periodically to the Commission and be and
become information that the public can access easily. This Registrant wishes to
report and provide disclosure voluntarily, and will file periodic reports in the
event that its obligation to file such reports is suspended under the Exchange
Act. If and when this 1934 Act Registration is effective and clear of comments
by the staff, this Registrant will be eligible for consideration for the OTCBB
upon submission of one or more NASD members for permission to publish quotes for
the purchase and sale of the shares of the common stock of the Registrant.
While we have no present intention of doing so, it is possible that we may
become the subject of a Reverse Acquisition at some undetermined future time.
A reverse acquisition is the acquisition of a private ( Target ) company by a
public company, by which the private company's shareholders acquire control of
the public company. We have not determined to pursue a reverse acquisition
transaction, although we disclose that possibility, nor have we identified any
acquisition target. In the event that such a transaction is determined to be
pursued, we cannot project what the intentions of such an unidentified target
might be, for engaging in a reverse acquisition. We can evaluate what be believe
are the general advantages and disadvantages for such a target, in considering a
reverse acquisition. First, a reverse acquisition does not register any shares
of stock for sale or for resale. It is not a substitute for a 1933 Act
Registration of shares for sale or resale. Shares which may be issued by us, in
connection with such an acquisition would be restricted securities and would not
be freely tradeable except in compliance with the holding periods and other
provisions of Rule 144. We believe that the advantage to such a target company,
in choosing a reverse acquisition with a public company would be its
quotability, so that a market price for its shares might be determinable, and so
that when, after such an acquisition, the new resulting company may engage in
capital formation, its prospective investors might obtain market quotes to
assist them in making investment decisions. While no such arrangements or plans
have been adopted or are presently under consideration, it would be expected
that a reverse acquisition of a target company or business, if such a
transaction were determined to be pursued by us, would be associated with some
private placements and/or limited offerings of common stock for cash. Such
placements, or offerings, if and when made or extended, would be made with
disclosure and reliance on the businesses and assets to be acquired, and not
upon our the present condition.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. This Corporation Oasis Entertainment's
Fourth Movie Project, Inc. is the Registrant. We will refer it as "we", "us" and
"our" unless the context otherwise requires. We were duly incorporated in Nevada
on April 9, 1998. We have on file with the Securities and Exchange Commission an
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Amended Form 1-A/Regulation A Offering Statement (File No. 24-3948) under the
Securities Act of 1933, as amended. In that Offering Statement our business was
described to be the production of low-budget films for theatrical, cable and
video release.
As a practical matter, we are required to register our common stock pursuant to
12(g) of the 1934 Act, and to pursue continued acceptance for quotation on the
OTCBB. There are no lock-up or shareholder pooling agreements between or among
our shareholders. All shares are owned and controlled independently by the
persons to whom they are issued. We have no Internet address.
FOUNDERS SHARES: On April 9, 1998, 5,000,000 shares of common stock were
issued to each of the Registrant's two founders and recorded at predecessor cost
of $-0-.
FURTHER ISSUANCES: On September 30, 1998, 1,500,000 shares of common stock
were issued and on April 20, 1999, 3,310,000 shares of common stock were issued
at $0.10 per share for a total of $481,000 pursuant to an exemption from
registration in an offering made in reliance upon the exemption provided by
Regulation A of the Securities Act of 1933 to a total of 41 accredited
investors. The total shares placed pursuant to Reg A, at $0.10 per share was
4,810,000.
Issuance:
Reference Number. Original
Exemption . . . . Issuances
Forward Split
1 to 1,000
--------------------------------
1- 4(2). . . . . 10,000,000
2- Reg. A . . . . 1,500,000
3- Reg. A . . . . 3,310,000
Totals. . . . . . 14,810,000
================================
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE ISSUER. Pursuant to our original business plan, we
produced one full-length movie entitled "The Blood Game" intended for adult
video and cable release. Its subject matter is adventure, and it contains nudity
and violence. It was completed in November of 1999. The movie was produced for
a cost of $174,360. We have as yet been unsuccessful in our efforts to sell or
distribute this movie. While we have not abandoned our intention to market our
production, there are no assurances that we will be able to sell or distribute
this movie. If we are unsuccessful in these efforts, or if there is only limited
distribution of the movie, then all or a part of the investment in production
cost may be lost.
BLOOD GAME. The subject of the movie is an erotic action thriller based upon a
man's struggle to rescue a woman from a gang of weekend warriors and winds up
having to rescue himself. The movie was completed in November 1999. The
distribution efforts began in late December 1999 when over sixty preview copies
were sent to distributors accepting this type of genre. The distribution
consisted of media packets containing copies of the film and trailer, a one
sheet on the movie and stars, and a personalized letter to the individual
distributors. The media packets were received on or around January 10, 2000.
There were two responses that proposed purchasing and/or distributing options,
Troma Films and Victory Multimedia. These negotiations are currently in
progress, however, they have been slow and unassuring of a profitable
distribution and/ or purchase agreement.
Due to the distribution problems encountered with the "Blood Game" and due
to recent changes in the entertainment industry regarding the technological
demands of producing, the Officers and Directors of Registrant have reviewed and
analyzed the current business plan of "producing low budget movies." The
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business analysis concluded that the current business plan projected diminishing
returns and great margins of risk. The technology in the movie industry was
changing so rapidly that the cost for production may exceed gross revenue for
"made-for-cable and video features." The industry trade publications predicted
that the following two years would see an emergence of the major movie studios
into the smaller markets such as "made-for-cable and video features,"
independent films, and Internet programming due to the changes in market demands
for content, medium and genre. The Registrant also lacks the capital resources
presently to fund multiple productions in one period, which is a growing
necessity to compete in the industry. Accordingly, we may seek additional
funding from our existing shareholders or the public, to attempt further
production, but we have not determined whether such a course is in the best
interests of our shareholders.
INFOMERCIALS. Meanwhile, an opportunity to produce and finance direct response
television programs arose. An emerging "Direct Response" company, Reliant
Interactive Media Corp. ("Reliant") approached the Registrant to finance and
co-produce direct-response television and electronic retailing programs. Reliant
is a full reporting public company trading under the symbol "RIMC" on the OTCBB.
After extensive due diligence, we concluded that the potential for profit and
growth in this new opportunity is attractive. We have accordingly expanded the
scope of our business to include and emphasize direct-response retailing
production. We have begun by entering into a contract with Reliant for financing
and co-producing three (3) direct-response television programs.
In the Agreement between Reliant and Registrant, dated March 24, 1999, we
provided $250,000 to Reliant for production of three infomercials. In
consideration of this financing, we received 250,000 shares of common stock of
Reliant and royalties equal to 2% of the adjusted gross revenues defined as
sales less returns, shipping and handling charges, received by Reliant up to a
maximum of $625,000. Thereafter, the royalty will be reduced to 1%. To date, no
royalties have been paid to Registrant under this Agreement. The first of the
three projects did not test well and was abandoned. The second was aired but was
not well received by the purchasing public. The remaining project tested more
favorably and may yet generate royalty revenues. It is airing currently. The
three infomercial products were Cactus Jack's Laundry Vitamins, Daniel Rogers
Laboratories, Inc.'s Natural Hair Product, and Worldwide Sports Nutrition's Pure
Protein Bar.
Our active participation in Reliant's Infomercials was limited to
financing, some artistic and technical consulting, and some production
assistance for the "Natural Hair project.
In a separate transaction we made a loan of $300,000 to Reliant. The note
included interest at 10% per annum. As of December 31, 1999, principal and
accrued interest owing to us stood at $116,906.
As additional consideration for this loan and forbearance as to prompt
repayment, Reliant issued us an additional 5,000 shares of its common stock.
Reliant has notified Registrant that no additional financing is required
from Registrant, at the present time. We continue to correspond with Reliant
with a view to participation in future project as may become attractive for our
investment. Accordingly, the status of our relationship with Reliant is as
follows: (1) we are a shareholder of Reliant; (2) we have a loan partially
unpaid owing to us from Reliant; (3) we may become entitled to receive royalty
payments from the third project covered by our investment.
As a result of the foregoing transactions, we own 4% of the common stock of
Reliant.
REVERSE ACQUISITION CONTINGENCY. We have not abandoned our business plan to
achieve profitable distribution of Blood Game, nor our interest in further
participation in direct media advertising. We recognize, however, the
contingency that our present business activities may fail to achieve the
profitability for our shareholders to which we are committed. Accordingly, a
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mature and sober analysis of our present business and assets requires us to
recognize the possibility of such failure, and the contingency that we would be
required, in such a case, to pursue the acquisition of other profitable
businesses or assets, by some form of business combination. The most likely form
of such a combination would be by a reverse acquisition transaction.
Accordingly, the following additional disclosure is presented as to the nature
of such a contingency.
In the event that we determine to pursue a Reverse Acquisition transaction,
we would most likely proceed as follows. We would most likely spin-off our
assets to our shareholders, that is create a new wholly-owned subsidiary, place
our existing assets into that subsidiary and then distribute the ownership of
that subsidiary to our existing shareholders in proportion to their then
existing share ownership. We would likely issue a news release indicating our
interest in reverse acquisition target candidates. We would not travel or engage
in extensive or expensive advertising, but would wait for responses and
proposals to others. We would engage in no capital formation activities in
connection with such a transaction. While it is forseeable that a Target
acquisition program may involve fund raising, such fund raising would not be
conducted by our present management, but rather would concern the acquisition
target and its management.
Due to circumstances unique to this Registrant, it is not in a position to
consider any specific proposal for the use of our corporation in reverse merger
transactions, for the reason that it is not now qualified for quotation on the
OTC Bulletin Board. Management has determined that it must so qualify itself by
this 1934 Act Registration of its common stock, as a class, pursuant to 12(g)
of the Securities Act of 1934, before it can present itself as a viable
competitor in the reverse acquisition arena.
LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: We have indicated that
we may attempt to develop future movie projects, and may seek additional funding
from our shareholders. We have considered the possibility that we may pursue a
reverse acquisition, if we determine that such a course would best serve our
existing shareholder. Accordingly, the possibility of a reverse acquisition is a
contingency, and the following disclosure is provided about such an eventuality,
should it occur.
We would not intend to restrict our consideration to any particular
business or industry segment, and we may consider, among others, finance,
brokerage, insurance, transportation, communications, research and development,
service, natural resources, manufacturing or high-technology. Of course, because
of our limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely we will not be
able to participate in more than a single reverse business acquisition venture,
should we pursue that course. Accordingly, we anticipate that we would not be
able to diversify, but may be limited to one merger or acquisition because of
limited financing. This lack of diversification will not permit us to offset
potential losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes and numerous other factors which
are difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the necessity to substantially shift a marketing
approach, expand operations, change product emphasis, change or substantially
augment management, or make other changes. We would be dependent upon the
management of a business opportunity to identify such problems and to implement,
or be primarily responsible for the implementation of, required changes. Because
we may participate in a business opportunity with a newly organized firm or with
a firm which is entering a new phase of growth, it should be emphasized that we
might, in such a case, incur further risk due to the failure of the target's
management to have proven its abilities or effectiveness, or the failure to
establish a market for the target's products or services, or the failure to
prove or predict profitability.
In the event that we determine to pursue a Reverse Acquisition transaction,
we would most likely proceed as follows. We would most likely spin-off our
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assets to our shareholders, that is create a new wholly-owned subsidiary, place
our existing assets into that subsidiary and then distribute the ownership of
that subsidiary to our existing shareholders in proportion to their then
existing share ownership. We would likely issue a news release indicating our
interest in reverse acquisition target candidates. We would not travel or engage
in extensive or expensive advertising, but would wait for responses and
proposals to others. We would engage in no capital formation activities in
connection with such a transaction. While it is forseeable that a Target
acquisition program may involve fund raising, such fund raising would not be
conducted by our present management, but rather would concern the acquisition
target and its management.
PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While the Company would not
rule out its consideration to any particular business or industry segment,
Management would focus its principal interest in evaluating development stage
companies in the electronic commerce, high-technology, communication
technologies, information services and internet industry segments. It is
nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8-K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly upon the consummation of any acquisition; and, second, that
the target management must be ready, willing and able to carry forth those
reporting requirements or face de-listing from the OTCBB, if listed, and
delinquency and possible liability for failure to report.
INCENTIVE TO ACQUISITION TARGET. The principal incentive to a target
company to be acquired by us in a reverse acquisition (and in effect to acquire
control of our corporation) would exist only when and if we complete our 1934
Act Registration of our common stock and thus become a public reporting company
qualified for quotation on the OTCBB. Such a target company would not have to
wait to achieve its ability to file reports as provided in the 1934 Act, but
could immediately report its combination with us. This ability to file public
reports and to be a reporting company is a precondition to qualification for
quotation on the OTCBB
TRANSACTIONS WITH MANAGEMENT. There is no that we would acquire a target
business or company, in a reverse acquisition, in which our present management
or principal shareholder, or affiliates, have an ownership interest.
Consideration has been given to corporate policy in this regard, and it has been
determined not to permit any transaction in other than an arm's length
acquisition of business assets owned and controlled by unrelated third party
interests. The basis for this policy is two fold: first, that related party
transactions are unnecessary in the judgment of management and involve risks not
necessary to invite; and second that related party transactions do not offer the
potential profitability for shareholders, that management believes exists
presently in the market place for public issuers amenable to reverse merger
transactions. The policy described in this paragraph has not been the subject of
any formal or binding adoption by our corporation and is the stated intention of
management. While it is possible that some variation from this policy might
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occur, and a transaction might be considered with parties having some
relationship to us, on terms no less favorable to our shareholders, than a
similar transaction with totally unrelated third parties, such a variation would
only occur with full disclosure to all shareholders, and only in the
overwhelming best interests of all shareholders and with shareholder approval.
The policy under discussion involves the contingency of a reverse
acquisition with change of control of our company. It does not relate to direct
acquisitions or investments by us, without a change of control. For example, our
investment and our relationship with Reliant Interactive Media is not a
transaction covered by this informal policy. There is no limitation in present
corporate policy upon direct investment in any profitable opportunity, other
than our corporate responsibility to act in the best interests of our
shareholders.
There is no present possibility of any business combination with Reliant in
the event we may elect to pursue a reverse acquisition. Reliant has expressed no
interest in acquiring us, and we have nothing to offer Reliant as an incentive
to be acquired by us. Reliant is already a full reporting company with extensive
revenues and assets.
FINDERS FEE FOR MANAGEMENT. No finder's fees will be payable to Management
in connection with any forseeable reverse acquisition. Management is identified
with the principal shareholder. The Principal Shareholder's remaining share
ownership following any reverse acquisition, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target company, the principal shareholder may sell all, some, or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable. While this policy is
intended to refer to the contingent eventuality of a reverse acquisition, with
attendant change of control, in any case, management does not take finders fees
for doing its corporate responsibility for management of the affairs of our
corporation. Accordingly no finders fees were paid or are payable or will be
payable to management of this corporation, in connection with our direct
investment in Reliant or any other corporate opportunity. It is the view of
management that such fees would not be ethical or proper, and the benefit of any
such transactions should be shared proportionally with our shareholders. For
example, the transactions described with Reliant involved no finders fees to
management, but was entirely a corporate opportunity and treated as such.
CONSULTANTS. We have only a single consultant, namely Intrepid
International Ltd., a Nevada Corporation. Our three Officers and Directors are
affiliates of Intrepid. Information about Intrepid is found in Item 7, of this
Part I. Our three Officers and Directors are affiliates of Intrepid. Information
about our Officers and Directors is found in Items 4 and 5 of this Part I.
Intrepid is a corporate service provider. It provides us with management
services, by which its affiliates serve as our management and various corporate
services including coordination of our auditing, and its counsel provides us
with services as our special securities counsel for the preparation of this
filing, and other securities related matters. Intrepid bills us monthly for its
management and other services, on a time-fee basis. Intrepid is also a
shareholder of our common stock. In the event we should pursue a reverse
acquisition at some future time, Intrepid, and its affiliates would not receive
any compensation in connection with such an acquisition, other than its normal
time-fees for services performed. In such a case, Intrepid would enjoy such
benefits of ownership of its common stock as might result from such an
acquisition. Our Agreement with Intrepid is provided as Exhibit 10.1.hereto.
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No other consultants are presently engaged nor are there any plans to
retain any consultants currently or for the foreseeable future. It is, of
course, conceivable that should a target business be acquired, one or more
consultants may be sought out by the management of the acquired entity,
following a change of control. As of this time, there is no basis upon which
Management could base anything more than mere speculation as to what manner of
consultant, what criteria for seeking or selecting consultants, or what term of
service any such consultant might require; for the reason that all such
consideration would be matters before the Management of the Registrant only if
the reverse acquisition contingency might arise, and after a change of control
which would result from a reverse acquisition.
LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage. This statement should not be deemed to preclude additional
investment or funding by our existing shareholders.
DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.
COMPETITIVE BUSINESS CONDITIONS. Other better capitalized firms are engaged in
the search for acquisitions or business combinations which firms may be able to
offer more and may be more attractive to acquisition candidates. We became a
candidate for reverse acquisition transactions only this past October.
Management, in evaluating market conditions and unsolicited proposals, has
formed the estimate that the selection of a business combination is probable
within the next twelve months. There is no compelling reason why we should be
preferred over other reverse-acquisition public corporation candidates. It has
no significant pool of cash it can offer and no capital formation incentive for
its selection. It has a limited shareholder base insufficient for acquisition
target wishing to proceed for application to NASDAQ. In comparison to other
public shell companies we are unimpressive, in the judgement of management, and
totally lacking in unique features which would make it more attractive or
competitive than other public shell companies . While management believes that
the competition of other public shell companies is intense and growing, it has
no basis on which to quantify its impression. There can be no assurance that we
would prove competitively attractive to the kinds of transactions we seek.
Please See the Item 2 of this part, Management Discussion and Analysis, for more
information and disclosure.
NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have three officers who
devote an insubstantial amount of time to our affairs who serve without
compensation. They are officers and affiliates of our principal shareholder.
YEAR 2000 COMPLIANCE. We have encountered no year 2000 compliance issues or
problems.Item 2. MD&A SB 303
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION NEXT TWELVE MONTHS. Management and its Principal
Shareholder are of the opinion that presently high-technology, telecommunication
and internet projects, some new start-up, some with significant research and
development in progress, are in the market for reverse acquisition candidates.
This Registrant is not, however, in a position to search or evaluate any such
opportunities. It will not do so, until its 1934 Act Registration of its common
stock is effective and clear of comments by the Staff of the Commission, and
until and unless it achieves quote-ability on the OTCBB. It has not been and is
not believed to be necessary for this Registrant to advertise, or for management
to travel in search of candidates. It is likely that management might travel in
connection with a candidate it intends to select and with which it intends to
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enter into a committed relationship, at such time as it begins its search.
Extensive due diligence and evaluation of proposals is made by the principal
shareholder in connection with its own business, and perforce for the benefit of
this Registrant.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This Company has no immediate or forseeable need for additional funding, from
sources outside of its circle of shareholders, and their consultants, during the
next twelve months. The expenses of its audit, legal and professional
requirements, including expenses in connection with this 1934 Act Registration
of its common stock, have been and continue to be advanced by its management and
principal shareholder. Management believes that no significant cash or funds
will be required for its Management to evaluate possible transactions, at such
time as it begins its search. The Registrant enjoys the non-exclusive use of
office, telecommunication and incidental supplies of stationary, provided by its
Officers and Attorneys, who are related to its sole Consultant. These Officers,
Directors, and Attorneys of these issuer are substantially the same as those of
its sole consultant, such that its maintenance expenses are minimal and
manageable during this period and for the foreseeable future.
In the event, consistent with the expectations of management, that no
combination is made within the next twelve months, this Registrant may be forced
to deal with minimal costs involved in maintenance of corporate franchise and
filing reports as may be required, when and if this 1934 Act registration is
effective. Should this become necessary, the maximum amount of such advances is
estimated not to exceed $20,000. These expenses would involve legal and auditing
expenses. The Consultant and Counsel have agreed, informally, to defer
compensation, pending acquisition. It is possible that any advances may be
settled by compensation in common stock. Should further auditing be required,
such services by the Independent Auditor may not be the subject of deferred
compensation, or compensation in stock.
The Registrant has no present business or business plan other than to seek
a profitable business combination, most likely in a reverse acquisition or
similar transaction. Accordingly, its plan is to seek one or more profitable
business combinations or acquisitions to secure profitability for shareholders.
The Registrant will be concentrating on selecting a business combination
candidate, when its 1934 Act Registration is effect and complete. No current
fund raising programs are being conducted or contemplated before merger,
acquisition or combination is announced, and then any such capital formation
would be offered to investors based upon the assets and businesses to be
acquired, and not on this Registrant in its present condition, without
businesses, revenues, or income producing assets.
It is unlikely that this Registrant can attract capital before it
identifies an acquisition target. It is likely that this Registrant can attract
capital when it has done so, based upon the attractiveness of businesses and
assets to be acquire.
This Registrant does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, as the case may be, generally to
provides accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended applicable for submission be effective.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
10
<PAGE>
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. We have had no
revenues from operations to date, other than limited interest income. We have
incurred general and administrative and interest expenses during these period.
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Inception Inception
April 9, March 25,
1998 1998
to to
Operations. March 31 Sept 30 Sept 30, Sept 30,
2000 1999 1999 1998 1999
----------------------------------------------------------------------------------
Revenues:. . . . . . . . . $ 0 $ 0 $ 0 0 $ 0
Total Revenues. . . . . . 0 0 0 0 0
General & Administrative . (25,852) (142,113) (214,396) 0 (214,396)
Net Loss Operations . . . (25,852) (142,113) (214,396) 0 (214,396)
Interest Expense . . . . . (4,628) 0 (4,628)
Interest Income. . . . . . 5,774 1,300 24,885 0 24,885
Net Interest Income/(Loss 5,774 1,300 20,257 0 20,257
Net Loss . . . . . . . . . (20,078) (140,813) (194,139) 0 (194,139)
</TABLE>
FISCAL YEARS. Our corporation was organized April 9, 1998. Our first fiscal
year ended September 30, 1998, without operations or activity. Our operations
began in October of 1998.
SEPTEMBER 30, 1999. During our first fiscal year we focused our efforts
primarily on the production of "Blood Game", as described in Item 1 of this Part
I. During the period from November 1998 to April 1999, we paid substantially all
of the costs of production.
In March of 1999 we began our relationship with Reliant Interactive Media,
as described in Item 1 of this Part I. As of September 30, 1999, we had a total
of $161,782 in unsecured notes receivable from related parties. Three of the
four notes (totaling $46,300) are non-interest bearing and have no specific
payback terms. On March 24, 1999, we provided Reliant Interactive Media
Corporation with funding of $250,000. We received 250,000 shares of Reliant
(restricted) common stock. The investment has been recorded at cost of $250,000.
As a result of the foregoing transaction, we currently own 4% of the common
stock of Reliant.
On May 25, 1999, we loaned Reliant $100,000. As of September 30, 1999,
Reliant had repaid the $100,000 with the agreed upon $3,000 interest increment.
On May 25, 1999, also, we loaned Reliant an additional $200,000. As a part of
that consideration we received an additional 5,000 shares of Reliant common
stock. The investment has been recorded at a cost of $1.00 per share. As of
September 30, 1999, the outstanding principal balance of this loan was $100,000,
plus $15,482 in accrued interest.
As of September 30, 1999, we had a total of $161,782 in notes receivable
from related parties. All of these notes are unsecured. Three of the four notes
(totaling $46,300) are non-interest bearing and have no specific payback terms.
The second loan to Reliant accrues interest at 10% and had, as of September 30,
1999, an unpaid balance of $115,482.
11
<PAGE>
As of September 30, 1999, we had a total of $125,800 in notes payable to
related parties. All of the notes are non-interest bearing and have no specific
payback terms. All the notes are unsecured. A 10% interest rate has been imputed
for these loans, which has been recorded as contributed capital in our financial
statements.
MARCH 31, 2000. The movie was completed in November 1999. The distribution
efforts began in late December 1999 when over sixty preview copies were sent to
distributors accepting this type of genre. The distribution consisted of media
packets containing copies of the film and trailer, a poster on the movie and
stars, and a personalized letter to the individual distributors. The media
packets were received on or around January 10, 2000. There were two responses
that proposed purchasing and/or distributing options, Troma Films and Victory
Multimedia. These negotiations are currently in progress, however, they have
been slow and unassuring of a profitable distribution and/ or purchase
agreement.
During the six months from September 30, 1999 through March 31, 2000, we
incurred minor post-production, accounting, and travel expenses.
SUBSEQUENT EVENTS. Following the six months ended March 31, 2000, we
received a billing from Intrepid International, reflecting an amount unpaid and
deferred expenses of $16,936, of which $8,912 are attorneys fees, and $8,051 are
consulting fees and reimbursement for copying, printing, and freight.
During the most recent six months reported above, our limited liquidity
further decreased significantly.
These expenses shown in the previous discussion are not of a continuing
nature and are not believed by Management to be indicative or predictive of
future periods.
(2) FUTURE PROSPECTS. We continue to hope that Blood Game will be
marketed. We continue to hope that Reliant's last of three infomercial projects
will generate royalty revenues. There is no assurance that either of these hopes
will materialize in the generation of significant revenues, or that the revenues
if generated will result in the achievement of profitability for our
shareholders.
We have no present intention to abandon our business efforts. We are unable
to predict whether or when we might consider it appropriate to participate in a
business combination opportunity. In any case, we could not attract a partner
before we can perfect the continued quotation of our common stock on the OTCBB
by this 1934 Act Registration. Management does not consider a business
combination probable, but discloses it as a foreseeable possibility.
(C) REVERSE ACQUISITION CANDIDATE. We have indicated that we do not plan to
engage in any business combination activity at this time. We have indicated that
such a contingency is foreseeable if we are unable to establish revenues by our
current efforts. Should such a contingency materialize, the acquisition of such
an opportunity could and likely would result in some change in control of the
Issuer at such time. This would likely take the form of a reverse acquisition.
That would mean, in such a case, that we would likely acquire businesses and
assets for stock in an amount that would effectively transfer control of this
corporation to the acquisition target company or ownership group. It is called a
reverse-acquisition because it would be an acquisition by this issuer in form,
but would be an acquisition of this issuer in substance. Capital formation
issues for the future of this Registrant would arise only when targeted business
or assets have been identified. Until such time, this Registrant has no basis
upon which to propose any substantial infusion of capital from sources outside
of its circle of affiliates.
12
<PAGE>
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target company. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure of and reliance on the businesses and
assets to be acquired, and not upon the present or future condition of this
Issuer without revenues or substantial assets.
ITEM 3. DESCRIPTION OF PROPERTY.
The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. These following 5% or more shareholders
are unrelated to Management or to its sole consultant. Neither management, nor
any affiliate of management, or of the consultant to management, has any
interest in any of the following shareholders, nor do any of the following
shareholders possess any interest or affiliation with either management or its
consultant, except as disclosed in the Notes which follow Tables (a) and (b).
<TABLE>
<CAPTION>
<S> <C> <C>
Beneficial Owners (more than. . # Shares % of Total
-------------------------------------------------------
5%) 5% Owners
498534 Alberta, Inc. (1). . . . 1,000,000 6.75
5127 Pineridge
Peachland BC Canada V0H 1Y0
-------------------------------------------------------
Baycove Capital Corporation (2) 1,000,000 6.75
73 Front Street, 3rd Floor
Hamilton, Bermuda HM 12
-------------------------------------------------------
Intrepid International S.A. (3) 5,000,000 33.76
PO Box 8807
Panama 5, Panama
-------------------------------------------------------
Giovanni Trivella . . . . . . . 5,000,000 33.76
Letzigraben 89
Zurich, Switzerland CH8040
-------------------------------------------------------
Total 5% Owners . . . . . . . . 12,000,000 81.03
-------------------------------------------------------
Total Issued and Outstanding. . 14,810,000 100.00
-------------------------------------------------------
</TABLE>
(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
13
<PAGE>
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. The share ownership disclosed in Table (b) is
attributed ownership. Please see Notes following Table (b).
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Attributed
Beneficial Owner. Ownership %
--------------------------------------------------------------
Kirt W. James President/Director . . . . 5,000,000 33.76
24843 Del Prado Suite 318
Dana Point CA 92629
--------------------------------------------------------------
J. Dan Sifford Jr. Treasurer . . . . . . 5,000,000 33.76
62 Bay Heights Drive
Miami, Florida 33133
--------------------------------------------------------------
Karl E. Rodriguez Secretary. . . . . . . 5,000,000 33.76
24843 Del Prado Suite 318
Dana Point CA 92629
--------------------------------------------------------------
All Officers and Directors as a Group (3) 5,000,000 0.00
--------------------------------------------------------------
Total Shares Issued and Outstanding . . . 14,810,000 100.00
--------------------------------------------------------------
</TABLE>
(1) Mr. Rob Taylor is individual with dispositive control of the shares of
498534 Alberta, Inc.
(2) Ms. Rene Poole is individual with dispositive control of the shares of
Baycove Capital Corporation.
(3) The 5,000,000 Intrepid International shares disclosed in Table (a) are
attributed to our Officers and Directors, as shown in Table (b) because our
officers are affiliates of Intrepid, and their services are provided to us by
Intrepid. For information about Intrepid please see Item 7, Relationships and
Transactions. Mr. James and Mr. Sifford are the persons with dispositive control
of the shares of Intrepid International S.A.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer. The Issuer is
searching for a profitable business opportunity. The Issuer is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Issuer at such time.
This would likely take the form of a reverse acquisition. That means that this
issuer would likely acquire businesses and assets for stock in an amount that
would effectively transfer control of this issuer to the acquisition target
company or ownership group. It is called a reverse-acquisition because it would
be an acquisition by this issuer in form, but would be an acquisition of this
issuer in substance.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following persons are the Officers/Directors of Registrant, having
served from inception of our corporation, to continue to serve until their
successors might be elected or appointed. The time of the next meeting of
shareholders has not been determined.
<TABLE>
<CAPTION>
<S> <C> <C>
Executive Officers DIRECTOR'S NAME AGE OFFICE/POSITION
-----------------------------------------------------------------------------
Kirt W. James . . . . . . . . . . . 42 President/Director
24843 Del Prado, Suite 318
Dana Point CA 92629
-----------------------------------------------------------------------------
14
<PAGE>
--------------------------------------------------------------------------------
J. Dan Sifford. . . . . . . . . . . 63 Treasurer/Director
62 Bay Heights Drive
Miami FL 33133
-----------------------------------------------------------------------------
Karl E. Rodriguez . . . . . . . . . 52 General Counsel/
24843 Del Prado, Suite 313. . . . . Corporate Secretary/
Dana Point CA 92629 . . . . . . . . Director
-----------------------------------------------------------------------------
</TABLE>
Kirt W. James, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc.; and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a Public Company. In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and consults Client's business and Product Development. During the past five
years Mr. James has been involved in the valuation, sale and acquisition of
numerous private businesses and planning for the entry of private corporations
into the public market place for their securities.
J. Dan Sifford, Jr., Treasurer, grew up in Coral Gables, Florida, where he
attended Coral Gables High School and the University of Miami. After leaving the
University of Miami, Mr. Sifford formed a wholesale consumer goods distribution
company which operated throughout the southeastern United States and all of
Latin America. In 1965, as an extension of the operations of the original
company, he founded Indiasa Corporation (Indiasa), a Panamanian company which
was involved in supply and financing arrangements with many of the Latin
American Governments, in particular, their air forces and their national
airlines. As customer requirements dictated, separate subsidiaries were
established to handle specific activities. During each of the past five years he
has served as President of Indiasa, which serves only as a holding company
owning: 100% of Indiasa Aviation Corp. (a company which owns aircraft but has no
operations); 100% of Overseas Aviation Corporation (a company which owns Air
Carrier Certificates but has no operations); 50% of Robmar International, S.A.
(a company operates a manufacturing plant in Argentina and Brazil, but in which
Mr. Sifford holds no office). In addition to his general aviation experience,
Mr. Sifford, an Airline Transport rated pilot, has twenty two years experience
in the airline business, and is currently the President of Airline of the Virgin
Islands, Ltd. a commuter passenger airline operating in the Caribbean, and has
been its president continuously during each of the past five years.
Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, DP Charters, Inc., Ecklan Corporation, EditWorks,
Ltd., Market., Market Formulation & Research, Inc., NetAir.com, Inc., NSJ
Mortgage Capital Corporation, Inc., North American Security & Fire, Oasis 4th
Movie Project, Professional Recovery Systems, Inc., Richmond Services, Inc.,
Telecommunications Technologies, Ltd., and World Staffing II, Inc.
Of these last mentioned companies, he is currently serving in this
Registrant, in DP Charters, in Ecklan Corporation, in Oasis 4th Movie Project,
in Richmond Services, Inc, and in NetAir.com, Inc.
Karl E. Rodriguez, Corporate Secretary, General Counsel and Director,
received his Juris Doctor degree in 1972 from Louisiana State University Law
School. He has practiced business and corporate law since 1972, emphasizing
securities and entertainment matters, and has been self-employed in that
capacity for the past five years. He has served as a director of Oasis
Entertainment's Fourth Movie Project, Inc., since April 1998. He is also a
Director, Corporate Secretary, and General Counsel for Reliant Interactive Media
15
<PAGE>
Corp. During his law practice he has also been involved in a variety of dynamic
business experiences. From 1975 to 1982, he was active in real estate
development in the Baton Rouge, Louisiana area. From 1980 until 1985, he
specialized in the sale of businesses and franchises as the owner and operator
of VR Business Brokers. In 1986, he became the Project Manager for Bluffs
Limited Partnership, where he structured the development of an Arnold Palmer
Design Golf Course and in 1992, Mr. Rodriguez was the Managing Director for
MedAmerica, LLC., medicine clinics for children. From 1993 through 1998, he was
the Director, Corporate Secretary and General Counsel for Telco Communications,
Inc., which is a long distance reseller company. From 1992 until 1996, he was
the President of Healthcare Financial and Management Services, Inc., providing
billing services to three Louisiana hospitals. Mr. Rodriguez is also corporate
Secretary and General Counsel to Reliant Interactive Media Corp.
ITEM 6. EXECUTIVE COMPENSATION.
Our Officers devote a minimal amount of time to the affairs of this
corporation and serve without direct compensation by us. Our Officers and
Directors are provided by agreement with Intrepid International and we are
billed on a time-fee basis for such services and time as are expended by them
for us, payable to Intrepid. A previously adopted plan for officers to receive
a percentage of the Registrant's net income has been rescinded.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(A) INTREPID INTERNATIONAL. We have indicated that the services of our
officers and directors have been provided by Intrepid International, and that
Intrepid is one of our principal shareholders and our sole consultant. There are
two Intrepid entities, the Panama parent corporation and its wholly-owned United
States operating subsidiary, incorporated in Nevada. Disclosure is now provided
about the Intrepid entities.
INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Ja n
O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of Intrepid
International, S. A. (Panama).
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Ja n was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm practices maritime, aviation and
commercial law and currently is the legal firm for: IBERIA (the Spanish national
airline), KLM (the Dutch national airline), VIASA (the Venezuelan national
16
<PAGE>
airline), Aeroflot (the Russian national airline) and various smaller Latin
American national airlines as well as being the registered agents for thousands
of ocean going ships around the world flying the Panamanian flag. Mr. Franco
brings to the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
INTREPID INTERNATIONAL, LTD. The officers and directors of Intrepid
International, Ltd. (Nevada) are comprised of two individuals; Kirt W. James,
and J. Dan Sifford, Jr. They are both our officers and directors, and their
biographies are found in Item 5 of this Part I.
The following table discloses Intrepid billings from August 7, 1998 through
September 11, 2000:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fees. . . Costs Interest Payments Total Due
----------------------------------------------------
34,412.30 18,270.37 2,725.83 -6,087.15 49,321.35
----------------------------------------------------
</TABLE>
(B) RELIANT INTERACTIVE MEDIA. We have disclosed our relationship with
Reliant, in Item 1 and Item 2 of this Part I. Some additional and repetitive
disclosure concerning that relationship is provided here as follows: We are an
investor in Reliant Interactive Media, Inc. We own 4% of Reliant's common stock.
Reliant is not a shareholder of our Corporation.
In and Agreement between us and Reliant, dated March 24, 1999, we provided
$250,000 to Reliant for production of three infomercials. In consideration of
this financing, we received 250,000 shares of common stock of Reliant and
royalties equal to 2% of the adjusted gross revenues defined as sales less
returns, shipping and handling charges, received by Reliant up to a maximum of
$625,000. Thereafter, the royalty will be reduced to 1%. To date, no royalties
have been paid to Registrant under this Agreement. The first of the three
infomercial products did not test well and was abandoned. The second was aired
but was not well received by the purchasing public. The remaining project tested
more favorably and may yet generate royalty revenues. It is airing currently.
The three infomercial products were Cactus Jack's Laundry Vitamins, Daniel
Rogers Laboratories, Inc.'s Natural Hair Product, and Worldwide Sports
Nutrition's Pure Protein Bar.
In a separate transaction, on May 25, 1999, we made a loan of $100,000 to
Reliant. The note included interest at 10% per annum.
In a separate transaction, on May 26, 1999, we made loans of $200,000 to
Reliant. The note contained no provision for interest, but provided for the
issuance of 5,000 shares as additional consideration for this loan and
forbearance as to prompt repayment, Reliant duly issued us an additional 5,000
shares of its common stock.
As of December 31, 1999, principal and accrued interest owing to us stood
at $116,906.
These transactions are classified as "related party" transactions for the
reason that our Counsel and Secretary, Karl Rodriguez, is also Counsel and
Secretary to Reliant. Although Mr. Rodriguez is a director of both Reliant and
17
<PAGE>
our corporation, Oasis Entertainment's Fourth Movie Project, Inc., and although
the transactions are deemed related-party transactions for that reason, Mr.
Rodriguez has no financial interest in the Oasis funding arrangement and is not
a shareholder of Oasis. He serves as its Secretary and General Counsel only to
both corporations Counsel, and is not engaged in the management decisions of
either corporation except in that professional capacity.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. The Registrant is authorized to
issue 100,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 14,810,000 are issued and outstanding as of December 31, 1999.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
SECONDARY TRADING refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to 3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally Restricted Securities as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the second-year
limitation of amounts attaches and continues indefinitely, at least until such
person has ceased to be an affiliate for 90 days or more. The limitation of
amounts is generally 1% of the total issued and outstanding in any 90 day
period.
UNRESTRICTED SHARES OF COMMON STOCK. 14,810,000 shares of common stock are
issued and outstanding, of which 10,000,000 shares are held by affiliates of the
Registrant, and of which 4,810,000 shares are owned by non-affiliates of the
Registrant and are believed to be restricted securities which could be sold in
brokerage transactions in compliance with Rule 144. 1,500,000 of these 4,810,000
shares were issued pursuant to Regulation A, adopted under Section 3(b) of the
Securities Act of 1933, on or about September 30, 1998 and the balance were
issued on or about April 20, 1999, and were when issued Restricted Securities,
as defined by Rule 144(a). The affiliate shares were issued on or about April 9,
1998, pursuant to 4(2) of the 1933 Act, and on April 9, 2000 will be more than
two years old. Rule 144 would permit affiliate sales in limited amounts, as
discussed in the previous paragraph. Sales in amount limited by Rule 144 are
commonly called "dribbling."
OPTIONS AND DERIVATIVE SECURITIES. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
18
<PAGE>
RISKS OF "PENNY STOCK." The Registrant's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock share stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker -dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of the common
stock of this Registrant, consideration must be given to the Blue Sky laws and
regulations of each State or jurisdiction in which a shareholder wishing to
re-sell may reside. This Registrant has taken no action to register or qualify
its common stock for resale pursuant to the Blue Sky laws or regulations of
any State or jurisdiction. Accordingly offers to buy or sell the existing
securities of this Registrant may be unlawful in certain States. Additionally,
some States may have laws or regulation limiting the offer, sale or resale of
securities of companies with no business or effective business plan. In the
event of the contingency in which we might become such a company by abandoning
our business or spinning off our business and assets, substantial limitations on
transactions in our common stock may become applicable.
the remainder of this page left intentionally blank
19
<PAGE>
PART II
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. The Common Stock of this Issuer is not quoted on any
trading exchange. To the best of the Registrant's knowledge and belief, there
has been no market activity, buying or selling, of the common stock of this
Registrant, in brokerage transactions.
(B) HOLDERS. There are presently approximately 42 shareholders of the common
stock of this Registrant.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of the Registrant, and
the designation of new management. The financial statements of this Registrant
would become largely unreflective of the true condition of the Registrant after
such an acquisition. Shareholder approval would be solicited, pursuant to the
laws of the State of Nevada, to approve the acquisition, change of control, and
any material corporate changes incidental to the reorganization of this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
20
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On April 9, 1998, we made our initial issuance of 10,000,000 shares of
common stock, and recorded at predecessor cost of $-0-, pursuant to Section 4(2)
of the Securities Act of 1933. The prices was $0.001 per share. The shares were
issued 5,000,000 each to each of our two founders: Intrepid International S.A.
and Giovanni Trivella. Both of our founders were known to us to be accredited
investor/founders, and both were afforded and had full access to our corporate
condition and affairs, of the kind of information which registration would have
disclosed, at their time of their investment and founding of our corporation.
During the period from September 30, 1998 to April 22, 1999 we sold 481,000
shares of our common stock, pursuant to Regulation A, promulgated by the
Commission under authority of Section 3(b) of the Securities Act of 1933. There
were 41 subscribers. The price was $0.10 per shares. The purchasers were each
individually determined by us to be accredited investors, based upon their
experience in investments of this speculative nature, and by their respective
incomes and net worth.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
There is no provision in our Articles of Incorporation nor the By-Laws, nor
any Resolution of the Board of Directors, providing for indemnification of
Officers or Directors. We are aware of certain provision of the Nevada Corporate
Law which affects indemnity of Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
the remainder of this page left intentionally blank
21
<PAGE>
PART F/S
AUDITED FINANCIAL STATEMENTS: for the fiscal years ended September 30, 1999
and 1998, and the six months ended March 31, 2000, are provided as Financial
Statement: Attachment F-1, in the body of filing this filing, following this
page, and incorporated herein by this reference as though fully set forth on
this page as well.
UN-AUDITED FINANCIAL STATEMENTS: for the three months and nine months ended
June 30, 2000 are provided as Financial Statement: Attachment F-2, in the body
of this filings, following F-1, and incorporated herein by this reference as
though fully set forth on this page as well. These Un-audited financial
statements are found in our Quarterly Report for the period ended June 30, 2000,
and are provided here as well.
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
--------------------------------------------------------------------------------
F-1 Audited Financial Statements: For the six months ended March 31, 2000,
and 1999, for the year ended September 30, 1999, and from inception April 9,
1998 23
--------------------------------------------------------------------------------
F-2 Un-Audited Financial Statements: for the three months and nine months
ended June 30, 2000 35
--------------------------------------------------------------------------------
22
<PAGE>
--------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS:
FOR THE SIX MONTHS ENDED MARCH 31, 2000, AND 1999,
FOR THE YEAR ENDED SEPTEMBER 30, 1999, AND
FROM INCEPTION APRIL 9, 1998
--------------------------------------------------------------------------------
23
<PAGE>
--------------------------------------------------------------------------------
OASIS ENTERTAINMENT'S FOURTH
MOVIE PROJECT, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2000 AND SEPTEMBER 30, 1999
--------------------------------------------------------------------------------
24
<PAGE>
C O N T E N T S
Independent Auditors' Report 26
Balance Sheets 27
Statements of Operations 28
Statements of Stockholders' Equity 29
Statements of Cash Flows 30
Notes to the Financial Statements 31
25
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Oasis Entertainment's Fourth Movie Project, Inc.
(A Development Stage Company)
Dana Point, California
We have audited the accompanying balance sheet of Oasis Entertainment's Fourth
Movie Project, Inc. (a development stage company) as of September 30, 1999, and
the related statements of operations, stockholders' equity and cash flows from
inception on April 9, 1998 through September 30, 1998 and 1999 and for the year
ended September 30, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. 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 financial statement
presentation. We believe that our audits provide 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 Oasis Entertainment's Fourth
Movie Project, Inc. (a development stage company) as of September 30, 1999 and
the results of its operations and its cash flows from inception on April 9, 1998
through September 30, 1998 and 1999 and for the year ended September 30, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and no operating
revenues which together raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
discussed in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
November 30, 1999
26
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, September 30,
2000 1999
(Unaudited)
--------------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents $ 490 $ 3,151
---------------------------------------
Total Current Assets 490 3,151
---------------------------------------
OTHER ASSETS
Note receivable (Note 4) 121,256 115,482
Investments (Note 4) 255,000 255,000
---------------------------------------
Total Long-Term Assets 376,256 370,482
---------------------------------------
TOTAL ASSETS $ 376,746 $ 373,633
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,644 $ 2,644
Notes payable-related parties (Note 6) 148,991 125,800
---------------------------------------
Total Current Liabilities 151,635 128,444
---------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock; 100,000,000 shares authorized of $0.001
par value, 14,810,000 shares issued and outstanding
14,810 14,810
Additional paid-in capital 470,818 470,818
Notes receivable-related parties (Note 5) (46,300) (46,300)
Deficit accumulated during the
development stage (214,217) (194,139)
---------------------------------------
Total Stockholders' Equity 225,111 245,189
---------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 376,746 $ 373,633
=======================================
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Operations
For the For the From Inception on
Six Months Ended Year Ended April 9, 1998
Through
March 31, September 30, September 30,
2000 1999 1999 1998 1999
(Unaudited)
--------------------------------------------------------------------------------
REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
EXPENSES
General and
administrative 25,852 142,113 214,396 0 214,396
--------------------------------------------------------------------------------
Total Expenses 25,852 142,113 214,396 0 214,396
--------------------------------------------------------------------------------
NET LOSS BEFORE OTHER
INCOME (EXPENSE) (25,852) (142,113) (214,396) 0 (214,396)
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest expense 0 0 (4,628) 0 (4,628)
Interest income 5,774 1,300 24,885 0 24,885
--------------------------------------------------------------------------------
Total Other Income
(Expense) 5,774 1,300 20,257 0 20,257
--------------------------------------------------------------------------------
NET LOSS $ (20,078) $ (140,813) $ (194,139) $ 0$(194,139)
================================================================================
BASIC LOSS PER SHARE $ (0.00) $ (0.01) $ (0.01) $ 0
======================================================================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 14,810,000 11,655,234 14,393,116 1,054,171
======================================================================
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional Stock During the
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage
--------------------------------------------------------------------------------
Balance at inception on
April 9, 1998 0 $ 0 $ 0 $ 0 $ 0
Common stock issued to
founders recorded at
predecessor
cost of $0.00 10,000,000 10,000 (10,000) 0 0
Common stock issued for
cash at
$0.10 per share 1,500,000 1,500 148,500 (150,000) 0
Net loss from inception on
April 9, 1998 through
September 30, 1998 0 0 0 0 0
--------------------------------------------------------------------------------
Balance, September
30, 1998 11,500,000 11,500 138,500 (150,000) 0
Receipt of stock
subscription 0 0 0 150,000 0
Common stock issued for cash
at $0.10 per share 3,310,000 3,310 327,690 0 0
Accrued interest on notes to
related parties recorded as
contributed capital 0 0 4,628 0 0
Net loss for the year ended
September 30, 1999 0 0 0 0 (194,139)
--------------------------------------------------------------------------------
Balance, September
30, 1999 14,810,000 14,810 470,818 0 (194,139)
Net loss for the six months
ended March 31, 2000
(unaudited) 0 0 0 0 (20,078)
--------------------------------------------------------------------------------
Balance, March 31, 2000
(unaudited) 14,810,000 $14,810 $ 470,818 $ 0 $ (214,217)
================================================================================
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
The accompanying notes are an integral part of these financial statements.
For the For the From Inception on
Six Months Ended Year Ended April 9, 1998 Through
March 31, September 30, September 30,
2000 1999 1999 1998 1999
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (20,078) $ (140,813) $ (194,139) $ 0 $ (194,139)
Changes in assets and liabilities:
(Increase) in interest
receivable (5,774) 0 (15,482) 0 (15,482)
Increase in
accounts payable 0 25,000 2,644 0 2,644
--------------------------------------------------------------------------------
Net Cash (Used) by Operating
Activities (25,852) (115,813) (206,977) 0 (206,977)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash paid for
investments 0 (125,000) (255,000) 0 (255,000)
--------------------------------------------------------------------------------
Net Cash (Used) by Investing
Activities 0 (125,000) (255,000) 0 (255,000)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds paid on notes
receivable-related
parties 0 0 (246,300) 0 (246,300)
Principal received on notes
receivable-related
parties 0 221,000 100,000 0 100,000
Proceeds received on notes
payable-related
party 23,191 25,000 125,800 0 125,800
Common stock issued
for cash 0 0 481,000 0 481,000
Contributed
capital 0 0 4,628 0 4,628
--------------------------------------------------------------------------------
Net Cash Provided by Financing
Activities 23,191 246,000 465,128 0 465,128
--------------------------------------------------------------------------------
NET INCREASE IN
CASH (2,661) 5,187 3,151 0 3,151
CASH AT BEGINNING OF
PERIOD 3,151 0 0 0 0
--------------------------------------------------------------------------------
CASH AT END OF
PERIOD $ 490 $ 5,187 $ 3,151 $ 0 $ 3,151
================================================================================
SUPPLEMENTAL CASH FLOW
INFORMATION
CASH PAID FOR:
Interest $ 0 $ 0 $ 0 $ 0 $ 0
Income taxes $ 0 $ 0 $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and September 30, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Oasis Entertainment's Fourth Movie Project, Inc. (the Company) was incorporated
on April 9, 1998 under the laws of the State of Nevada, primarily for the
purpose of producing film and video for theatrical, cable and televised
releases.
The Company has limited operations, assets and liabilities. Accordingly, the
Company is dependent upon management and/or significant shareholders to provide
sufficient working capital to preserve the integrity of the corporate entity
during this phase. It is the intent of management and significant shareholders
to provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.
d. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period of financial statements.
e. Provision for Taxes
At September 30, 1999, the Company had net operating loss carryforwards of
approximately $194,000 that may be offset against future taxable income through
2014. No tax benefit has been reported in the financial statements, because the
Company believes there is a 50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the loss carryforwards are
offset by a valuation amount of the same amount.
f. Additional Accounting Policies
Additional accounting policies will be established once planned principal
operations commence.
31
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and September 30, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
g. Movie Production Costs
The Company capitalized the costs incurred in connection with producing the
movie "The Blood Game". The Company evaluates the recoverability of the
capitalized costs whenever events arise that may effect recoverability, but at
least annually. On September 30, 1999, the Company allowed for the movie costs
in full due to its inability to find a buyer for the movie.
h. 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 results could differ from those estimates.
i. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to produce and earn revenues from the sale of "B genre"
movies. Until this occurs, shareholders of the Company have committed to
meeting the Company's operating expenses.
NOTE 3 - ROYALTY AGREEMENT - RELATED PARTY
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant"), a company in which the Company holds
shares as an investment, under which the Company committed to provide funding
for three "infomercials" Reliant was to produce. Under the terms of this
agreement, the Company provided a total of $250,000 for this purpose. As
consideration for this funding, Reliant was to issue 250,000 restricted,
post-split shares of its common stock to the Company (see Note 4). Also,
Reliant agreed to pay the Company a royalty equal to two percent of the adjusted
gross revenues created by the infomercials until the Company had received
$625,000. The royalty would be reduced to one percent of the revenues
thereafter.
32
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and September 30, 1999
NOTE 3 - ROYALTY AGREEMENT - RELATED PARTY (Continued)
As of September 30, 1999, Reliant had produced only two of the three
infomercials. Both were unprofitable, and produced no royalties for the
Company. The third infomercial is expected to be produced in early 2000.
NOTE 4 - INVESTMENT AND NOTE RECEIVABLE
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant") under which the Company provided
funding of $250,000 to Reliant (see Note 3). As consideration for this funding,
Reliant contracted to issue 250,000 restricted, post-split shares of its common
stock to the Company upon completion of the funding. The investment has been
recorded at its cost of $250,000.
On May 25, 1999, the Company entered into another agreement with Reliant
under which the Company loaned $100,000 to Reliant. As of September 30, 1999,
Reliant had repaid the entire $100,000 principle balance of this loan to the
Company, as well as the agreed upon $3,000 in interest.
On May 25, 1999, the Company agreed to lend another $200,000 to Reliant. This
loan accrues interest at 10% per annum and was due on September 1, 1999. As
part of the consideration for this loan, Reliant agreed to issue 5,000 shares of
its restricted common stock to the Company. The investment has been recorded at
a cost of $1.00 per share, based on the determination of the previous agreement.
As of September 30, 1999, the outstanding principal balance of this loan was
$100,000, plus $15,482 in accrued interest. The Company's management is
currently pursuing the collection of this note, and expects to collect the
remaining balance in full during the coming year. To be conservative, however,
the receivable has been recorded as a non-current asset until it is collected.
The 255,000 shares of Reliant owned by the Company at September 30, 1999 and
March 31, 2000 is 4% of Reliant's outstanding shares at both dates.
The Company evaluates its investments on a quarterly basis and any
impairment is recognized in the period in which it is determined. No allowance
for impairment of investments has been recorded at September 30, 1999.
The investment is made up of shares of restricted stock of a publicly
traded Company carried at cost. When the shares become free trading in the
Company will implement the provisions of SFAS 115.
33
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and September 30, 1999
NOTE 5 - NOTES RECEIVABLE - RELATED PARTIES
As of September 30, 1999, the Company had a total of $46,300 in notes receivable
from related parties. All of the notes are unsecured. Each of the notes is
non-interest bearing and has no specific payback terms. Because the loans were
to significant shareholders they have been accounted for as a reduction of
stockholders' equity until repaid.
NOTE 6 - NOTES PAYABLE - RELATED PARTIES
As of September 30, 1999, the Company had a total of $125,800 in notes
payable to
related parties. All of the notes are non-interest bearing, and have no
specific payback
terms. All the notes are unsecured. A 10% interest rate has been imputed
for these loans, which has been recorded as contributed capital in the
financial statements.
NOTE 7 - COMMON STOCK TRANSACTIONS
In 1998, the Company issued 1,500,000 shares of it common stock under a stock
subscription at $0.10 per share. The stock subscription was collected in 1999
for $150,000 in cash. In 1999, the Company also issued an additional 3,310,000
shares of its common stock for cash at $0.10 per share for proceeds of $331,000.
NOTE 8 - OTHER RELATED PARTY TRANSACTIONS
Common Officer
---------------
Mr. Karl Rodriguez serves as general counsel and corporate secretary for both
the Company and Reliant.
34
<PAGE>
--------------------------------------------------------------------------------
F-2
UNAUDITED FINANCIAL STATEMENTS:
FOR THE THREE MONTHS AND NINE MONTHS
ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
35
<PAGE>
OASIS ENTERTAINMENTS FOURTH MOVIE PROJECT, INC.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended September 30, 1998 and 1999
And the nine months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
June 30, September 30,
2000 1999 1998
-----------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . $ 495 $ 3,151 $150,000
--------- -------------- --------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . 495 3,151 150,000
OTHER ASSETS
Note receivable. . . . . . . . . . . . . . . . . . . . . 121,256 115,482 0
Investments. . . . . . . . . . . . . . . . . . . . . . . 255,000 255,000 0
--------- -------------- --------
TOTAL OTHER ASSETS . . . . . . . . . . . . . . . . . . . 376,256 370,482 0
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 376,751 $ 373,633 $150,000
========= ============== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . $ 2,644 $ 2,644 $ 0
Notes payable - related parties. . . . . . . . . . . . . 147,117 125,800 0
--------- -------------- --------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . 149,761 128,444 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 11,500,000 shares,
14,810,000 shares and 14,810,000 shares respectively. 14,810 14,810 11,500
Additional Paid-In Capital . . . . . . . . . . . . . . . 470,818 470,818 138,500
Notes receivable - related parties . . . . . . . . . . . (46,300) (46,300) 0
Accumulated Equity (Deficit) . . . . . . . . . . . . . . (212,338) (194,139) 0
--------- -------------- --------
Total Stockholders' Equity . . . . . . . . . . . . . . . 226,990 245,189 150,000
--------- -------------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY . . . . . . . . $ 376,751 $ 373,633 $150,000
========= ============== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
36
<PAGE>
OASIS ENTERTAINMENTS FOURTH MOVIE PROJECT, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From April From April From September From September April 9,
1, 2000 to. 1, 1999 to 30, 1999 to 30, 1998 to 1998 through
June 30, June 30, June 30, June 30, June 30,
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . . -0- -0- -0- -0- -0-
General and administrative. 1,008 52,573 26,860 142,113 241,256
Net Income (Loss) . . . . . ($1,008) ($52,573) ($26,860) ($142,113) ($241,256)
===========================================================================================================
Other income (expense)
Interest expense. . . . . . 0 0 0 0 (4,628)
Interest income . . . . . . 2,887 0 8,661 1,300 33,546
-----------------------------------------------------------------------------------------------------------
Net Profit (Loss) . . . . . 1,879 (52,573) (18,199) (140,813) (212,338)
Loss per Share. . . . . . . ($0.00013) $ (0.00442) $ (0.00123) $ (0.01193) $ (0.01605)
===========================================================================================================
Weighted Average
Shares Outstanding. . . 14,810,000 11,885,565 14,810,000 11,805,546 13,232,617
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
37
<PAGE>
OASIS ENTERTAINMENTS FOURTH MOVIE PROJECT, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On April 9, 1998, through September 30, 1998, for September 30, 1999
And the nine months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
--------------------------------------------------------------------------------------------------------------------
Common Stock issued at inception . . . . . 10,000,000 $ 10,000 ($10,000) $ 0 $ 0
Common Stock issued for
cash at $0.10 per share. . . . . . . . 1,500,000 1,500 148,500 0 0
Net loss during period . . . . . . . . . . 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------
Balances at September 30, 1998 . . . . . . 11,500,000 $ 11,500 $ 138,500 $ 0 $ 150,000
Common Stock issued for
cash at $0.10 per share. . . . . . . . 3,310,000 3,310 327,690 0 0
Accrued interest on notes to related
parties recorded as contributed capital 0 0 4,628 0 0
Net Loss for the period. . . . . . . . . . 0 0 0 (194,139) 0
--------------------------------------------------------------------------------------------------------------------
Balances at September 30, 1999 . . . . . . 14,810,000 14,810 470,818 (194,139) 291,489
Net Loss for the period. . . . . . . . . . 0 0 0 (18,199) 0
--------------------------------------------------------------------------------------------------------------------
Balances at June 30, 2000. . . . . . . . . 14,810,000 $ 14,810 $ 470,818 ($212,338) $ 273,290
</TABLE>
The accompanying notes are an integral part of these financial statements.
38
<PAGE>
OASIS ENTERTAINMENTS FOURTH MOVIE PROJECT, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the fiscal years ended September 30, 1998 and 1999
And the nine months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From inception on
For the nine April 9,1998
months ended through
June 30, June 30,
2000 1999 2000
----------------------------------------------------------------------------------------------------------
Operating Activities
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . ($18,199) ($140,813) ($212,338)
(Increase) in interest receivable . . . . . . . . . . . . (8,661) 0 (15,482)
Increase in accounts payable. . . . . . . . . . . . . . . 0 25,000 2,644
----------------------------------------------------------------------------------------------------------
Net Cash from Operations. . . . . . . . . . . . . . . . . (26,860) (115,813) (225,176)
Cash flows from investing activities
Cash paid for investments . . . . . . . . . . . . . . . . 0 (125,000) (255,000)
Net cash (used) by investing activities . . . . . . . . . 0 (125,000) (255,000)
----------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds paid on notes receivable - related parties . . . 0 0 (246,300)
Principal received on notes receivable - related parties. 0 221,000 100,000
Proceeds received on notes payable - related parties. . . 23,214 25,000 125,800
Common stock issued for cash. . . . . . . . . . . . . . . 0 0 481,000
Contributed capital . . . . . . . . . . . . . . . . . . . 0 0 4,628
----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities . . . . . . . . 23,214 246,000 465,128
Net increase (decrease) in Cash . . . . . . . . . . . . . (3,646) 5,187 495
Cash at beginning of period . . . . . . . . . . . . . . . 3,151 0 0
Cash as of Statement Date . . . . . . . . . . . . . . . . ($495) $ 5,187 $ 495
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
39
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
Oasis Entertainment's Fourth Movie Project, Inc.
NOTES TO FINANCIAL STATEMENTS
Oasis Entertainment's Fourth Movie Project, Inc. ("the Company") has elected to
omit substantially all footnotes to the financial statements for the six months
ended June 30, 2000, since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report filed on Form 10-KSB for the Fiscal year ended
September 30, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
40
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
--------------------------------------------------------------------------------
Exhibit Table Category / Description of Exhibit Page Number
Table #
--------------------------------------------------------------------------------
[3] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
2.1 Articles of Incorporation 43
2.2 By-Laws 46
--------------------------------------------------------------------------------
[10] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
10.1 Intrepid International Financial Services Consulting Agreement 55
10.2 Agreement: Infomercials March 24, 1999 60
10.3 Promissory Note: May 25, 1999 63
10.4 Loan Agreement: May 26, 1999 66
--------------------------------------------------------------------------------
41
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
Dated: November 6, 2000
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC
by
/s/Kirt W. James /s/Karl E. Rodriguez
Kirt W. James Karl E. Rodriguez
president/director secretary/director
/s/J.Dan Sifford Jr
J. Dan Sifford Jr.
treasurer/Director
42
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION: OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
--------------------------------------------------------------------------------
43
<PAGE>
ARTICLES OF INCORPORATION
OF
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
ARTICLE I. The name of the Corporation is OASIS ENTERTAINMENT'S FOURTH
MOVIE PROJECT, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd, #
10. Incline Village NV 89451,. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc., a Nevada Corporation.
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
One Hundred Million Shares (100,000,000) of common voting equity stock of par
value one mil ($0.001) per share, and no other class or classes of stock, for a
total capitalization of $100,000.00. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The affairs of the corporation shall be governed by a Board of
Directors consiting of one to ten persons. The Initial Director of the
Corporation, whose name and address is J. Dan Sifford, Jr., 33481 Spinnaker,
Dana Point, California 92629, to serve until the next regualar meeting of
shareholders or until their successors are elected.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
ARTICLE IX. The name and address of the Incorporator of the corporation is
J. Dan Sifford, Jr., 33481 Spinnaker, Dana Point, California 92629.
44
<PAGE>
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day, March 31, 1998.
/s/J.Dan Sifford Jr.
J. Dan Sifford Jr.
Incorporator
45
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 2.2
BY-LAWS
--------------------------------------------------------------------------------
46
<PAGE>
BY-LAWS
OF
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
A NEVADA CORPORATION
ARTICLE X
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. #10, Incline Village NV 89452. The corporation may
have such other offices, either within or without the State of incorporation as
the board of directors may designate or as the business of the corporation may
from time to time require.
ARTICLE XI
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the second Monday
of March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders shall elect a Board of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Notices of Meetings
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
twenty (20) days before the date of the meeting, either personally or by mail,
by the direction of the president, or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
47
<PAGE>
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
and such determination of stockholders, such date in any case to be not more
than twenty (20) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 6. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) 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. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 7. QUORUM.
At any meeting of stockholders fifty-one (51) percent 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. If less than said number
of the outstanding shares are represented at a meeting, a majority of the
outstanding shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally notified. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
SECTION 8. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
48
<PAGE>
SECTION 9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
SECTION 10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 12. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
49
<PAGE>
ARTICLE XII
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9). Each director shall hold office until the next annual
meeting of stockholders and until his successor shall have been elected and
qualified.
SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 6. QUORUM.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
50
<PAGE>
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
ARTICLE XIII
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
51
<PAGE>
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
52
<PAGE>
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE XIV
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
SECTION 2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
SECTION 4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
ARTICLE XV
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE XVI
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
53
<PAGE>
ARTICLE XVII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE XVIII
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XIX
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED, AND CORPORATE SEAL AFFIXED, this day of April 6, 1998.
/s/Karl E. Rodriguez
Karl E. Rodriguez
Secretary
54
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 10.1
INTREPID INTERNATIONAL FINANCIAL SERVICES CONSULTING AGREEMENT
--------------------------------------------------------------------------------
55
<PAGE>
INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT
THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter IIL ), and Oasis Entertainment's Fourth Movie Project,
Inc. a Nevada Corporation, (hereafter Client ) and dated April 6. In
consideration of the mutual promises contained herein, and on the terms and
conditions herein set forth, the parties agree as follows:
1. RETAINER AGREEMENT.
Intrepid International, Ltd. is hereby retained as financial services
consultants for the Client, consistent with that certain Description of Mission
and Services Offered, a copy of which is Attachment 1 to this Consulting
Agreement, and incorporated herein by this reference as though fully set forth
herein. Among the services to be provided and contemplated by this arrangement
are the services of its President, Kirt W. James (billable at $150.00/hr), its
prime consultant, J. Dan Sifford Jr. (billable at $240.00/hr), and such
incidental secretarial services (billable at $100.00/hr) as may be reasonably
and necessarily performed by its secretary. Additional services may be performed
by subcontractors of IIL, subject to arrangements approved by Client in advance.
2. SERVICES
IIL agrees to provide, as requested, the widest possible range of and
Financial Consulting services, to Management of Client, subject to, limited by
and consistent with that certain Description of Mission and Services Offered, a
copy of which is Attachment 1 to this Consulting Agreement, and incorporated
herein by this reference as though fully set forth herein. Such services
include, as requested by Client, coordination of public relations, shareholder
relations, audit coordination, certificate and transfer coordination,
coordination of relationships with market-makers and broker dealers in the
securities of Client and consulting services, incidental analysis and, where
appropriate, and subject to the accompanying Attorney Disclosure Agreement,
written legal opinions by IIL Counsel acting, as requested by Client, as Special
Securities Counsel with Limited Authority, and the preparation and coordination
of annual, quarterly and current filings as may be required of the Client
pursuant to the Securities and Exchange Act of 1934 and Regulations of the
Securities and Exchange Commission promulgated pursuant to the 1934 Act.
3. COMPENSATION
In consideration for such services, Client agrees to pay IIL pursuant to
fee schedule set forth in paragraph 1 above. Billings for services shall be
invoiced by IIL and paid upon receipt.
4. PAYMENT OF EXPENSES
IIL must secure in writing approval in advance for any expense that may be
contracted on behalf of Client in excess of $400 in the aggregate. Expenses, if
approved, are to be invoiced by IIL and paid upon receipt. In addition to
56
<PAGE>
charges for services, Client will be billed for all normal and incidental
identifiable costs such as copying charges, telephone expenses, delivery fees,
filing fees, and transcription fees; however, travel expenses, expert witness
fees and other extraordinary charges will not be incurred without prior
approval.
5. UNPAID CHARGES
It is agreed that if at any time any invoice rendered by this Firm to
Client for investment banking, appropriate legal services and expenses remains
unpaid for any reason for longer than 30 days, we shall have the right to
discontinue performance of further services and to withdraw as your attorneys,
regardless of the status of any matter in which we will be involved and
regardless of any event or proceeding which may then be pending, unless we have
reached a subsequent written agreement with respect thereto.
6. LATE CHARGES
An amount past due will incur a late charge, after 30 days, of 1.5% per
month (18% per annum) of the total unpaid balance. Late charges will continue to
accrue at the same rate on any unpaid balance during any collection efforts and
until the entire bill is paid in full, unless a subsequent agreement with
respect to such charges is made and reduced to writing. Should it become
necessary to seek collection of any past due statement, you agree to pay all
reasonable costs of collection including reasonable attorneys' fees and all
interest incurred.
7. ARBITRATION OF ANY DISPUTES
It is agreed that any dispute arising our of this Agreement, or the Firm's
representation of you, shall be resolved by binding arbitration in Las Vegas,
Nevada, by the American Arbitration Association.
8. LIABILITY OF IIL
In furnishing Client with advice and other services as requested, neither
IIL nor any owner, employee or agent of IIL, shall be liable to Client or its
creditors for ordinary errors of judgment or for anything except gross
negligence, wilful malfeasance, or bad faith, in the performance of its duties
or reckless disregard of its obligations and duties under the terms of this
agreement. It is further understood and agreed that IIL may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as herein provided, IIL shall not be accountable for any loss
suffered by Client by reason of Client's action or non-action on the basis of
advice, recommendation or approval of IIL, its owners, employees or agents.
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9. GOOD FAITH AND FAIR DEALING
All parties to this agreement hereby covenant expressly to deal with each
other honestly, fairly and in good faith in all respects, and to provide each
other with reasonable further assurances in furtherance of their mutual
performances with respect to this Agreement.
10. INDEPENDENT CONTRACTOR
IIL is and shall at all times be understood and deemed to be an independent
contractor without authority to act or represent Client or its clients, except
as provided or authorized in this agreement.
11. NON-EXCLUSIVITY
Client recognizes and acknowledges that this agreement is non-exclusive,
and that accordingly IIL now renders and may in the future render services to
other clients, some of which may be of a nature similar to those agreed to be
performed herein, or to clients with similar businesses, needing similar advice.
IIL is and shall be free to render any such service or advice and shall not be
required to devote full-time and attention to its obligations under this
agreement, but only such amount as is reasonably necessary.
12. CONTROL
Nothing contained herein shall be deemed to require any action by any
Corporation contrary to law or its constituent documents or to relieve the board
of directors thereof from responsibility for control of the affairs of such
corporation.
13. OWNERSHIP OF FILES AND RECORDS
Except as to original records or any records or files which we accept upon
the understanding that they belong to you, it hereby is agreed that all files,
copies of documents, correspondence or other materials which we may accumulate
in connection with your representation, including copies of materials filed with
any regulatory agency, shall be the property of IIL. Upon the termination of the
engagement, IIL will return any property belonging to you upon your request.
Copies of our files and other materials which IIL may have accumulated during
our representation will be made available to Client at its expense; however, it
is specifically agreed that IIL shall have the right, in its discretion, to
dispose of these files at such times as it determines reasonably that such files
need not be retained any longer. After such destruction, such files will no
longer be available.
14. TERMINATION
The term of this agreement shall begin with the complete execution hereof,
and shall continue in effect for until terminated by either party in writing.
Upon termination, all accrued charges shall be promptly invoiced and paid.
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15. MISCELLANEOUS
This agreement sets forth the entire agreement and understanding between
the parties and supersedes all prior discussions, agreements and understandings,
if any, of any and every kind and nature, between them. This agreement is made
and shall be construed and interpreted according to the laws of the Client's
place of Incorporation if that be Nevada or Texas, and if not, pursuant to the
laws of the State of Nevada.
ACCORDINGLY the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/ Kirt W. James
Kirt W. James, President
THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Oasis Entertainment's Fourth Movie Project, Inc.
Date: 4/6/98 By:/s/ Kirt W. James
Kirt W. James, President
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EXHIBIT 10.2
AGREEMENT: INFOMERCIALS MARCH 24, 1999
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AGREEMENT
March 24, 1999
The "following ("Agreement") sets forth the terms and conditions by which Oasis
Entertainment's Fourth Movie Project, Inc. ("Oasis"), a Nevada corporation, will
provide certain funding to Reliant Interactive Media Corporation ("Reliant"),
also a Nevada confirmation.
(1) Oasis will provide funding to Reliant in the total amount of two hundred
fifty thousand ($250,000) dollars for use in the production of three
infomercials promoting the following products:
Cactus Jack's Laundry Vitamins
Daniel Rogers Laboratories, Inc.'s Natural Hair Product Worldwide Sports
Nutrition's Pure Protein Bar (Copies of the Marketing and Distribution
----------------------------
Agreements for each of these products is attached hereto and made a part hereof,
-
and this Agreement is subject to the prior determination by Oasis that the terms
of the respective Marketing and Distribution Agreements are acceptable.)
----------------------------------------
(2) The funding to Reliant by Oasis shall be in accordance with the
following schedule:
On or before March 24, 1999 $125,000
On or before April 2, 1999 $125,000
(3) The consideration for the funding of $250,000 to Reliant by Oasis shall
be as follows:
(a) Two hundred fifty thousand (250,000) restricted post-split shares
of common stock of Reliant shall be issued to Oasis or its designees at the
completion of the funding.
(b) Reliant shall pay to Oasis a royalty equal to two (2%) percent of
the adjusted gross revenues derived on all products described in section I
hereof from any source or venue received by Reliant under the terms of the
aforementioned Marketing and Distribution Agreements, as they may be amended,
---------------------------------------
until Oasis has been paid the sum of six hundred twenty-five thousand ($625,000)
dollars. Thereafter, Reliant shall pay to Oasis a royalty equal to one (I %)
percent of the adjusted gross revenues derived on all products described in
section I
hereof from any source or venue received by Reliant under the terms of the
aforementioned Marketing and Distribution Agreements, as they may be amended, in
-------------------------------------
perpetuity.
(c) Definitions:
------------
(4.) There are no other agreements between the parties hereto with
respect to this subject matter, either written or oral, and this Agreement may
only be modified in writing. The terms of this Agreement shall be governed by
and construed in accordance with Nevada law. In the event of a dispute as to
the interpretation of the terms of this Agreement, the parties agree to binding
arbitration conducted pursuant to the rules of the American Arbitration
Association in Las Vegas, Nevada.
This Agreement may be executed in duplicate facsimile counterparts, each of
which shall be deemed an original and together shall constitute one and the same
binding agreement.
The foregoing is agreed to:
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Reliant Interactive Media Corporation Oasis Entertainment's Fourth Movie
Project
By:____________/s/_________________
Kirt James
(Chief Executive Officer President)
Dated: 03/24/1999
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EXHIBIT 10.3
PROMISSORY NOTE: MAY 25, 1999
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PROMISSORY NOTE
$100,000.00 Date: May 25, 1999
For value received, the undersigned Reliant Interactive Media Corp. (the
"Borrower"). At 13535 Feathersound Dr., Suite 220, Clearwater, Florida 33672,
promises to pay to the order of Oasis Entertainment's Fourth Movie Project, Inc.
(the "Lender"), at 34700 Pacific Coast Highway., Suite 300, Capistrano Beach, CA
62624, (or at such other place as the Lender may designate in writing) the sum
of $100,000.00.
Unpaid principal after the Due Dates shown shall accrue interest at a rate of
Ten Percent (10.00%) annually until paid.
The sum of $51,500.00 shall be payable on May 22, 1999 and the sum of $51,500.00
shall be payable on June 7, 1999 (the "Due Dates").
All payments on this Note shall be applied first in payment of accrued interest
and any remainder in payment of principal.
The Borrower promises to pay a late charge of $100.00 for each installment that
remains unpaid more than three (3) days after its due date. This late charge
shall be paid as liquidated damages in lieu of actual damages, and not as a
penalty.
If any installment is not paid when due, the remaining unpaid balance and
accrued interest shall become due immediately at the option of the Lender.
The Borrower reserves the right to prepay this Note (in whole or in part) prior
to the due date with no prepayment penalty.
If any payment obligation under this Note is not paid when due, the Borrower
promises to pay all costs of collection, including reasonable attorney fees.
whether or not a lawsuit is commenced as part of the collection process.
If any of the following events of default occur, this Note and any other
obligations of the Borrower to the Lender, shall become due immediately, without
demand or notice:
1) the failure of the Borrower to pay the principal and any accrued interest
in full on or before the Due Date;
2) the death of the Borrower(s) or Lender(s);
3) the filing of bankruptcy proceedings involving the Borrowers as a Debtor;
4) the application for appointment of a receiver for the Borrower;
5) the making of a general assignment for the benefit of the Borrower;
6) the Insolvency of the Borrower; or
7) the misrepresentation by the Borrower to the Lender for the purpose of
obtaining or extending credit.
In addition, the Borrower shall be in default if there is a sale, transfer,
assignment, or any other disposition of any assets pledged as security for the
payment of this Note, or if there is a default in any security agreement which
secures this Note.
Borrower is required to maintain term life insurance payable to the Lender
in an amount sufficient to pay the principal and accrued interest in full in the
event of Borrower's death.
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If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operative.
All payments of principal and interest on this Note shall be paid in the legal
currency of the United States. Borrower waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.
No renewal or extension of this Note, delay in enforcing any right of the
Lender under this Note or assignment y Lender of this Note shall affect the
liability of the Borrower. All rights of the Lender under this Note are
cumulative and may be exercised concurrently or consecutively at the Lenders'
option.
This note shall be construed in accordance with the laws of the State of
Nevada.
Signed this 17th day of May, 1999, at Clearwater, Florida.
Borrower:
Reliant Interactive Media Corp.
By:_________/s/_____________________
Kevin Harrington
Chairman and Chief Executive Officer
ASSIGNMENT
(ONLY COMPLETE THE FOLLOWING INFORMATION TO ASSIGN PAYMENTS TO A NEW
PARTY.)
For value received, the above Note is assigned and transferred to
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EXHIBIT 10.4
LOAN AGREEMENT: MAY 26, 1999
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LOAN AGREEMENT
--------------
May 26, 1999
The following ("Agreement") sets forth the terms and conditions by which Oasis
Entertainments Fourth Movie Project, Inc. ("Oasis"), a Nevada corporation, will
provide a loan to Reliant Interactive Media Corporation ("Reliant"), also a
Nevada corporation.
(1) Oasis will provide a Low to Reliant herewith in the total amount of two
hundred thousand ($200,000) dollars for operating expenses, such loan to be
funded as follows;
(a) May 28, 1999 $75,000
(b) June 4, 1999 $75,000
(c) June I 1, 1999 $50,000
(2) The loan shall be represented by Reliant's promissory note to be repaid
as follows:
a) Fifty-one thousand five hundred dollars ($51.500) payable on or
before July 1,
1999.
b) Fifty-three thousand dollars ($53,000) payable on or before August
2, 1999. 2-
c) One hundred nine thousand dollars ($109,000) payable on or before
September
1, 1999.
(3) As additional consideration for this loan, Reliant shall issue to Oasis
5,000 shares of its restricted Common Stock.
(4) There are no other agreements between the parties hereto with respect to
this subject matter, either written or oral except for the promissory note
referred to in Section (2), and this Agreement may only be modified in writing.
The terms of this Agreement shall be governed by and construed in accordance
with Nevada law. In the event of a dispute as to the interpretation of the terms
of this Agreement, the parties agree to binding arbitration conducted pursuant
to the rules of the American Arbitration Association in Las Vegas, Nevada.
(5) This Agreement may be executed in duplicate facsimile counterparts, each
of which shall be deemed an original and together shall constitute one and the
same binding agreement.
The foregoing is agreed to:
Reliant Interactive Media Corporation Oasis Entertainments Fourth Movie
Project Inc.
By:___________/s/__________ By:____________/s/___________
Kevin Harrington Kirt W. James
Chairman and Chief Executive Officer President
Date: 5/26/99 Date: 5/25/99
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