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[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended __December 31,1999________
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _January 1, 1999 _ to _December 31, 1999_
Commission file number ___001-15665_______
MAKE IT HAPPEN MANAGEMENT
___________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 880389393
_________________________ __________________________
(State or other jurisdiction of (IRS Employer Identification #)
incorporation or organization)
11423 West Bernardo Court (858) 675-4449
___________________________________ __________________________
(Address of principal executive offices) (Issuer's Telephone Number)
San Diego, California 92127
___________________________________
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock OTC Bulletin Board
Securities registered under Section 12(g) of the Exchange Act:
_______________________________________________________
(Title of class)
[ ] Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15)d_ of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was required to file such reports, and
(2) has been subject to such filing requirements for the past 90 days.
[X] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation SB is not contained in this
form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10KSB or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year. $ 0.00 .
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $ 150,400.00 .
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years.
[ ] Check whether the registrant filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.
Applicable only to corporate issuers.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the
last practicable date: Common Stock 11,128,000 as of 12/31/99
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB into which the document is incorporated: (1) any annual report to the shareholders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
Transitional Small Business Disclosure Format: [X] YES [ ] NO
PART I
(Transitional Format Alternative 2; Model B of Form 1-A)
Item 6 - Description of Business 4
Item 7 - Description of Property 10
Item 8 - Directors, Executive Officers, and Significant Employees 11
Item 9 - Remuneration of Directors and Officers 12
Item 10 - Security Ownership of Certain Beneficial Owners and Management 12
Item 11 – Interest of Management and Others in Certain Transactions 13
PART II
Item 1 - Market Price of Dividends on Common Equity and Other Shareholder Matters 14
Item 2 - Legal Proceedings 14
Item 3 - Changes In and Disagreements with Accountants 14
Item 4 -Submission of Matters to a Vote of Security Holders 14
Item 5 - Compliance with Section 16(a) of the Exchange Act 15
Item 6 - Reports on Form 8-K 16
PART F/S
Financial Statements
CONTENTS 16
INDEPENDENT AUDITOR'S REPORT 17
BALANCE SHEETS 18
STATEMENT OF OPERATION 19
STATEMENT OF STOCKHOLDERS EQUITY 20
STATEMENT OF CASH FLOWS 21
NOTES TO FINANCIAL STATEMENTS 23
PART III
EXHIBITS
Item 1 - Index to Exhibits 27
Item 2 – Description of Exhibits 27
SIGNATURES 28
PART I
Item 6 - Description of Business
The Company is a developmental stage company. The Company was incorporated in Nevada on March 23, 1998, as Make It Happen Management, with authorized capital of fifty million (50,000,000) shares of common stock, par value $0.001 per share.
On March 25, 1998, the Company commenced an offering, pursuant to Regulation D of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,000,000 shares of its common stock at a price of $0.05 per share. This offering was conducted in order to raise money for working capital and inventory and was broken down as follows:
$10,000 for accounting and legal fees, $10,000 for web page development, $10,000 for past debt/start up costs, $12,000 for officers salaries, $20,000 for marketing and consulting fees, and $38,000 for working capital.
On May 1, 1998, this offering was completed with all shares being sold and issued for a total of $100,000 being received by the Company. A Form D was filed with the United States Securities and Exchange Commission on or about October 22, 1998 in regard to the offering. On July 1, 1998, the Company commenced a second offering, also pursuant to Regulation D of the Act, Rule 504, of up to 1,200,000 shares of its common Stock at a price of $0.05 per share. The offering was conducted to raise money for working capital. On December 23, 1998 the offering was closed with a total of $56,400 being raised on behalf of the Company, with a total of 1,128,000 shares being issued. Both offerings conducted in the year 1998, when combined, raised a total of $156,400 with a total of
3,128,000 shares of common stock being issued.
Interested persons may access the Company over the Internet at the Company's Web site. To access the Company's services online, a user can simply visit the Company's Web site at http:/www.mihm.com.
The Company has created and designed a fully functional, interactive Web Site which allows the public to view a photo gallery including movie stars, professional athletes, and professional musicians that the Company is currently representing. The site also contains advice for songwriting, what makes a song a hit, what it takes to be a star, how to promote yourself, and some inspirational messages.
Industry BackgroundGrowth of the Internet. The Internet has grown rapidly in recent years, spurred by developments such as easy-to-use Web browsers, the availability of multimedia personal computers ("PCs"), the adoption of more robust network architectures, and the emergence of quality Web-based content and commercial applications. The broad acceptance of the Internet Protocol ("IP") standard has also led to the emergence of intranets and the development of a wide range of non-PC devices that allow consumers to access the Internet and intranets.
Much of the Internet's rapid evolution towards becoming a mass medium can be attributed to the accelerated pace of technological innovation, which has expanded the Web's capabilities and qualitatively improved users' on-line
experiences. Most notably, the Internet has evolved from a mass of static, text-oriented Web pages and e-mail services to a much richer environment, capable of delivering graphical, interactive multimedia content.
The Internet as a New Medium for Advertising.The rapidly increasing number of Web consumers and the ubiquitous access to the Internet, both in the United States and internationally, have resulted in the emergence of the Web as a new mass medium for advertising. A high rate of growth is expected to continue over the next few years with millions of consumers anticipated in the up and coming years, a majority of which will come from the United States alone.
The proliferation of workstations and personal computers served by local networks has also resulted in the rapid increase in the number of potential recipients of electronically distributed information.
The Web is an attractive medium for advertising because of its interactivity, flexibility, targetability, and easurability. Advertisers can reach audiences and target advertisements to consumers with similar demographic characteristics, specific regional populations, and affinity groups of selected individuals. The interactive nature of the Web enables advertisers to determine customer preferences, using these to initiate ongoing commercial relationships with potential customers. Advertisers can easily change their impression levels, and demographic information concerning consumers can be tracked and reported to advertisers.
The Company's Web site contains advice for songwriting, including what can make a song a hit, what it takes to be a star, how to promote yourself and some inspirational messages.
The Company has attempted to design its Web site to offer a large and comprehensive selection of the various services that it provides for potential artists that could be involved with the Company. The Company is actively engaged in negotiations with numerous other potential entities that may fit into the Company's plans and moreover the development of the Web site, and furthermore, believes that it has many opportunities to quickly expand its service following its election to become a fully-reporting public company.
The Company believes that active usage of the Web site has meaningfully accelerated development by identifying problem areas and promoting the testing refinements. Based on marketing and technical evaluation, the Company is currently initiating a commercial strategy that contains advertising and licensing.
Eventually, the Company expects to derive a significant portion of its revenue from advertising on it Web site. It intends to use two methods of advertising: banner advertisements and product sponsorships. Sponsorships enable the Company to charge for focused advertising related to specific entities or products, including inspirational novels or books written by celebrities, to compact discs sold by recording artists. Banner advertisements allow interested consumers to link directly to the advertisers' own Web sites.
The Company is in the process of attempting to sell short-term advertising contracts on a per impression basis or for a fixed-fee based on a minimum number of impressions. Advertisements costs have not yet been concluded.
The Company's Web site is divided by type into specialty categories including: Techniques for writing songs, What makes a song a hit, What it takes to be a star, How to promote yourself, and Inspirational Messages. There is also a list of artists the Company has worked with as well as a photo gallery displaying some photos of associated celebrities and artists.
To potentially enable advertisers to verify the number of advertisement playbacks or visual impressions made by their advertisements and monitor their advertisement's effectiveness, the Company intends on providing its advertisers with reports showing data on impressions and categories, and then selecting advertisements specifically targeted to a particular consumer's personal profile.
The Company intends to maximize its resources by contracting 3rd parties for order fulfillment of any physical merchandise (if that in the future materializes). However, the Company will collect a commission-based fee for all sales.
Demand for access to celebrities and their product continues to grow at a phenomenal rate. The Company estimates that over 200 million fans, in the U.S. alone, spend almost $100 billion each year on celebrity related products: from movies and television, to sports, to music, plus the many other forms of entertainment. Fans have an insatiable and desire to know every possible detail about their favorite celebrity. They want to be able to interact in some way with the celebrity and own something that was personalized by him or her. Additionally, certain celebrities have developed their own line of products which they want to promote and they would welcome a way to assist their business growth and exposure through 24 hour a day interaction with their fans and potential consumers.
Distribution Partnerships
The Company intends to develop partnerships with strategic Internet sites to increase the traffic to its Web site categories. The Company believes that name recognition will play a vital role in the future success of the Company and it's Web site. The Company is capable of delivering consumers to other companies' Web sites in order to develop additional streams of revenue. Incremental increases in traffic generated from partnership sites will increase the frequency of advertisement impressions on the company's Web site. The Company believes it can
significantly increase total advertising revenue from the increased traffic generated by partnered sites.
Marketing and Sales
The Company attracts consumers to its Web site and business in many ways. Some include attending music conventions, meeting with professionals in the music industry, attending competitions of the performing arts, and Internet marketing. All of these actions allow the employees and officers to create a relationship with new contacts in the music industry and become more knowledgeable of the breakthroughs and happenings in the industry. At the same time the Company is getting publicity and creating a solid database of contacts and artists.
The Company attracts consumers to its Web site primarily through Web-based promotions. These can take the form of either advertisements on other targeted Web sites or e-mail directed at selected Internet consumers. This use of e-mail is the Internet version of direct marketing, and the Company feels it shall be proven to be an important method by which the Company may continue to promote its Web site to an increasing number of registered consumers. To a lesser extent, the Company plans to attract new customers through more traditional media, such as print advertisements and spots on drive-time radio.
The Company's in-house sales force develops and implements its advertising strategies, including identifying strategic accounts and developing presentations and promotional materials. As of January 22, 2000, the Company
employs one person to carry out its sales and marketing activities. That person has been assigned to all the product industry segments and solicits advertising contracts from companies in those industries and their agencies. The Company plans to increase the size of its sales force when and if its sales increase. The Company also intends to enter into cross-marketing relationships with other Web sites. By putting click-through banners on other Web sites, traffic generated on one Web site has the ability to move easily to the Company's Web site by simply clicking on the banner.
Manufacturing
The Company does not plan to become a manufacturer or producer of any of the products of the entities listed on its Web site.
Research and Development
Since its inception, the Company has devoted significant time and some financial resources to research and development activities to develop its current products and services. The Company anticipates that a portion of its ongoing operations will continue to include research and development activities due to the rapid technological evolution of Internet-based commerce. Research and development expenditures were less than $4,300 in 1998 and 1999. There is no assurance that the Company will successfully develop these products or services, or that competitors will not develop products or services sooner or products or services that are superior to the Company's product or service offerings.
Patents, Trademarks and Proprietary Rights
The Company has not filed any patent applications with respect to its business. Although the Company does not believe that would presently provide a competitive advantage, there is no assurance that in the future patent protection will not be of substantial importance to the Company's business and future prospects.
There is no assurance that a court having jurisdiction over a dispute challenging their validity will not hold patents that may be issued to the Company in the future invalid or unenforceable. Even if patents are upheld and are not challenged, third parties might be able to develop equivalent technologies or products or services without infringing such patents or the Company could be required to expend substantial funds in order to defend its patents.
There is no assurance that any particular aspect of the Company's services will not be found to infringe the rights of other companies. Other companies may hold or obtain patents on inventions or may otherwise claim proprietary rights to technology useful or necessary to the Company's business. The extent to which the Company may be required to seek licenses under such proprietary rights of third parties, and the cost or availability of such licenses, cannot be predicted. While it may be necessary or desirable in the future to obtain licenses relating to one or more of its proposed products or relating to current or future technologies, there is no assurance that the Company will be able to do so on commercially reasonable terms, if at all.
There is no assurance that the measures taken by the Company will adequately protect the confidentiality of the Company's proprietary information or that others will not independently develop products, services or technologies that are equivalent or superior to those of the Company. Moreover, the Company may also be subject to litigation to defend against claims of infringement of the rights of others or to determine the scope and validity of the intellectual property rights to others. If competitors of the Company prepare and file applications in the United States that claim trademarks used or registered by the Company, the Company may oppose those applications and be required to participate in proceedings before the United States Patent and Trademark Office to determine priority or rights to the trademark, which could result in substantial costs to the Company. Similarly, actions could be brought by third parties claiming that the Company's products infringe patents owned by others. An adverse outcome could require the Company to license disputed rights from third parties or to cease using such trademarks or infringing products.
Any litigation regarding the Company's proprietary rights could be costly and divert management's attention, result in the loss of certain of the Company's proprietary rights, require the Company to seek licenses from third parties and prevent the Company from selling its products and services, any one of which could have a material adverse effect on the Company's business, results of operations and financial condition. In addition, inasmuch as the Company obtains a substantial portion of its content and all of its products from third parties, its exposure to copyright infringement actions may increase because the Company must rely upon such third parties for information as to the origin and ownership of such licensed content or products. The Company generally attempts to obtain representations as to the origins and ownership of such licensed content or products and generally obtains indemnification to cover any breach of any such representations; however, there can be no assurance that such representations will be accurate or that such indemnification will adequately protect the Company.
Competition
Working with artist management and development, the Company faces intense competition in every aspect of its business. There is a plethora of management companies all over the world all competing to find the best talent out there, and work them to the top. Knowing that the competition is fierce, the Company must compete in a fast and thorough pace. To do this, the Company has learned to utilize the Internet to its advantage. The Internet has the ability to serve as a communication, educational, and marketing tool if one uses it correctly. Competition starts here, as Internet marketing becomes vital to direct traffic to the Company's web site. The more traffic your site receives the better chance you will have in competing with other companies in the same field.
The management industry is designed as a sort of medium and communication tool for artists. Working directly with and for the artist, the management must make sure the artist receives the proper publicity, representation and presentation. Legal matters, decision-making, and other factors must also be taken into consideration so the artist benefits fully. Listing only some of the responsibilities of a management company, it is obvious how rigorous the competition gets and the Company hopes to stand out from the rest of its competition by performing its representation the best.
Government Regulation
Although there are currently few laws and regulations directly applicable to the Internet and Management industry, it is likely that new laws and regulations will be adopted in the United States, and elsewhere, covering issues like
copyrights, privacy, pricing, sales taxes and characteristics and quality of Internet services. It is possible that governments will enact legislation that may be applicable to the Company in areas such as content, network security, encryption and the use of key escrow, data and privacy protection, electronic authentication or "digital" signatures, illegal and harmful content, account charges and retransmission activities. Moreover, the applicability to the Internet of existing laws governing such issues such as property ownership, content, taxation, defamation and personal privacy and commercialization of the Internet is presently uncertain and, as a result, do not expressly contemplate or address the unique issues of the Internet and related technologies. As such, export or import restrictions, new legislation or governmental enforcement of existing regulations may limit the growth of the Internet, increase the Company's cost of doing business, or increase the Company's legal exposure, which could have a material adverse effect on the Company's business, financial condition and results of operations.
By distributing products and offering services over the Internet, the Company faces potential liability claims based on the nature and content of the material that it distributes, including claims for defamation, negligence, copyright,
patent or trademark infringement, which claims have been brought, and sometimes successfully litigated, against Internet companies. The Company's general liability not covered by insurance or in excess of insurance coverage could have a material adverse effect on the Company's business, results of operations and financial condition.
Plan of Operations
During the next 12 months, the Company plans to expand and advance. To do this, it will be pertinent for the employees to take every opportunity to attend numerous music conventions, performing competitions, and seminars. By doing this, the Company plans to find new acts to manage, get more publicity, and advance the artists managed by the Company. Finding quality artists to work with is an extremely tedious job; the artist must be fully focused and determined. By obtaining more publicity, this will benefit the artists managed by the Company
and will open more doors for the opportunity to expand. Advancing the artists include obtaining a solid fan base, getting performances booked, music recorded and getting the artist publicity. The more music industry contacts the Company acquires, the easier these goals will be to achieve.
The Company has formulated a plan of operations for the next twelve months as detailed below. The Company intends to use the net proceeds of its Internet sales and credit line, if and when established, to improve its Web site advertising and promotions.
In the Company's opinion, proceeds from possible future equity funding and loans will satisfy its cash requirements for the next twelve months. The Company has financed its operations since inception from the sale of equity. During the next six months certain funds will need to be raised. The Company has no engineering, management or similar report that has been prepared or provided for external use by the issuer or underwriter. By the end of fiscal year 2000, the Company plans to have successfully introduced its product and service lines on the Internet and eliminated any technical complications concerning its Web site. In order to implement the strategic plan and meet the Company's anticipated working capital needs, the Company estimates that it will require an additional $100,000 in capital.
Despite low cash reserves, additional funds may be required in order to proceed with the business plan outlined above. These funds would be raised through additional private placements or other financial arrangements including debt or equity. There is no assurance that such additional financing will be available when required in order to proceed with the business plan or that the Company's ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If the Company is unsuccessful in securing the additional capital needed to continue operations within the time required, the Company will not be in a position to continue operations and the stockholders may lose their entire investment.
Employees
As of January 22, 2000, the Company has one full-time employee who is engaged in marketing and sales. Because the Company is in a developmental stage, a part-time consultant provides services to the Company in the areas of ongoing Web site support research and development and financial consulting. The Company makes use of additional outside consultants and independent contractors to perform various functions, such as legal matters, programming, engineering, development, and accounting. The Company believes this approach not only allows
it to limit expenses, but also provides maximum flexibility to react to a changing Internet business environment. The Company's employees are not represented by a labor union. The Company believes that its employee relations are good.
The Company's executive offices are located at 11423 West Bernardo Court, San Diego, California 92127 in an approximately 300 square foot space. This space, which houses all of the Company's current operations, is leased on a month-to-month rental agreement. The monthly base rental payment under the agreement is approximately $350.
The Company expects to have two full-time employees by the end of 2000. The President will perform a multitude of company functions. A full-time office manager will be added in the second year, which would include bookkeeping, as well as accounts receivable and payable.
The public may read and copy any materials filed with the Securities and Exchange Commission at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on
the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy, information statements,
and other information regarding issuers that file electronically.
Item 7 - Description of Property
The Company's executive offices are located at 11423 West Bernardo Court, San Diego, California 92127 in an approximately 300 square foot space. This space, which houses all of the Company's current operations, is leased on a month-to-month rental agreement. The monthly base rental payment under the agreement is approximately $350.
Item 8 - Directors, Executive Officers, and Significant Employees
The following information sets forth the names of the officers and directors of the Company, their present
positions with the Company and certain biographical information.David SpoonMr. Spoon is currently the President and a member of the Board of Directors. As President and a Director of the Company his responsibilities will include supervision of the day-to-day operations, including the marketing of the
Company's Web site as well as the development of the marketing procedures.
Mr. Spoon has had extensive involvement in the business community. Along side of creating a corporation that grew to over three hundred people, he also functioned as the chief executive officer for five years. He is also the
President of Scribbler Productions and the Vice President of Tuning Spoon Publishing. He hosted a radio show in Northern Arizona and is preparing to do the same in San Diego. He also currently works with professional athletes in marketing their business and charities as well. Mr. Spoon holds licenses for real estate and investments, and in addition holds three separate ordinations from different denominations.
Mary E. Writer
Mrs. Writer is currently the Secretary and Treasurer of the Company and a member of the Board of Directors.
Her responsibilities will include setting up and maintaining all accounting records including accounts payable, accounts receivable, payroll, taxes, and all incorporation filings, and business licenses.
Prior to these positions, Ms. Writer was Secretary/Treasurer for Probook, Inc. from September 1995 until her resignation in May 1996. She also served as Secretary of 1st Net, an Internet corporation, from January 1997
until November of 1998. From January 1990 until July 1993 Ms. Writer worked for National Dynamics, a
leading Southern California company which produces, markets, and distributes language learning tapes nationwide. She was responsible for customer service, data entry, merchant account transactions, and
manifests for up to 300 shipments per day.
Amber M. Rhoads
Ms. Rhoads is currently Vice President of the Company. Her responsibilities include client and artist relations, Internet marketing, investor relations, road shows, and attending conventions and performing arts competitions. Overall organization and communication is made by Ms. Rhoads as she is the main contact for the Company.
Ms. Rhoads has formerly worked for 1st Net as Executive Assistant to the President in 1997 where her responsibilities included customer relations, Internet research, and work at exhibitor conventions. For the
past two years she has worked as the assistant to a chiropractor/neurologist. Being a musician herself,
Ms. Rhoads has had the opportunity to attend many music related events, has extensive experience in
performance and has also made industry contacts along the way.
Item 9 - Remuneration of Directors and Officers
In fiscal years 1998 and 1999 combined, the aggregate amount of compensation paid to all executive officers and directors as a group for services in all capacities was approximately $2,688.00 There is no plan to pay any sort of compensation to
the executive officers and directors for services in fiscal 2000.
Name Title Year Compensation
David Spoon President, 1998 $ 0
Chairman of the Board 1999 $ 0
Amber M. Rhoads Vice President, 1998 $ 1,545.00
Director 1999 $ 1,043.00
Mary E. Writer Secretary/Treasurer 1998 $ 100.00
1999 $ 0
Item 10 - Security Ownership of Certain Beneficial Owners and Management
The following set forth; as of January 22, 2000; the beneficial ownership of the Company's common stock
by each person known to the Company to beneficially own more than five percent (5%) of the Company's
common stock, including options, outstanding as of such date and by the officers and directors of the
Company as a group. Except as otherwise indicated, all shares are owned directly.
Name and Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner Percent
Common Stock Majestik Magnificant 7,800,000 70.0
850 South Rancho Drive, Ste 2130 Restricted
Las Vegas, Nevada 89106
Common Stock David Spoon 100,000 0.9
18585 Caminito Pasadero, #424 Restricted
Common Stock Mary E. Writer 100,000 0.9
2682 Ayralie Drive Restricted
Escondido, California 92025
Item 11 – Interest of Management and Others in Certain Transactions
The Company has retained the services of Entrepreneur Investments, LLC ("EILLC"), a private investment banking firm that specializes in assisting select companies with equity investment. EILLC provides guidance and consultation to the Company, primarily in the areas of preparing the private placement offering memorandum, corporate finance and public market development. The Company will pay a cash fee of $20,000 as compensation for services rendered by EILLC.
As of February 28, 1999, the Company was owed $10,000 by an affiliate which was subsequently paid in full. The loan was non-interest bearing and due on demand. (Reference Note 3 – Loan Receivable in Section F/S, pages F7 – F10).
As of February 28, 1999, the Company loans outstanding from affiliates totaling 11,000. These loans were unsecured, non-interest bearing and due on demand. During the eight months ended October 31, 1999, $5,000 was paid; also, the Company issued 120,000 shares of common stock in consideration for cancellation of the remaining indebtedness of $6,000. (Reference Note 4 – Issuance of Common Stock and Note 6 – Loan Payables in Section F/S, pages F7 – F10).
Item 1 - Market Price of Dividends on Common Equity and Other Shareholder Matters
There is currently a limited public market for the Company's stock, as it is listed on the NQB Pink Sheets.
On March 25, 1998, the Company commenced an offering, pursuant to Regulation D of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,000,000 shares of its common stock at a price of $0.05 per share.
On May 1, 1998, this offering was completed with all shares being sold and issued for a total of $100,000 being received by the Company.
On July 1, 1998, the Company commenced a second offering, also pursuant to Regulation D of the Act, Rule 504, of up to 1,200,000 shares of its common Stock at a price of $0.05 per share.
On December 23, 1998 the offering was closed with a total of $56,400 being raised on behalf of the Company, with a total of 1,128,000 shares being issued.
Both offerings conducted in the year 1998, when combined, raised a total of $156,400 with a total of
3,128,000 shares of common stock being issued at a price of $0.05 per share.
The Company has never paid dividends. At present, the Company does not anticipate paying any dividends
on its common stock in the foreseeable future and intends to devote any earnings to the development of the
Company's business.
Item 2 - Legal Proceedings
The Company is not presently a party to any material litigation.
Item 3 - Changes In and Disagreements with Accountants
The Company has had no change in or disagreements with its Accountants since inception.
Item 4 -Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of securities holders of the Company during the quarter ended December 31, 1999.
Item 5 - Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors and Officers, and persons who own more than ten-percent (10%) of the Company’s Common Stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, Directors and ten-percent stockholders are also required to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by the Company and on written representations from certain reporting persons that no Form 5s were required by the Company for such persons, the Company believes that all Section 16(a) reports applicable to its officers, Directors and ten-percent stockholders with respect to the fiscal year ended December 31, 1999 were filed on a timely basis.
Item 6 - Reports on Form 8-K>
No reports on Form 8-K have been filed by the Company during the last quarter period covered by this report.
PART F/S
Financial Statements
MAKE IT HAPPEN MANAGEMENT
FINANCIAL STATEMENTS
Page
Independent Auditors’ Report F1
Balance Sheets F2
Statements of Operations F3
Statement of Stockholders’ Equity (Deficit) F4
Statements of Cash Flows F5 - F6
Notes to Financial Statements F7 - F10
JONATHON P. REUBEN, CPA
An Accountancy Corporation
23440 Hawthorne Blvd. Suite 270 Torrance CA 90505
(310) 378-3609 • FAX (310) 378-3709
Board of Directors
Make It Happen Management
San Diego, California
We have audited the accompanying balance sheets of Make It Happen Management, (A Development Stage Company) as of December 31, 1999, and December 31, 1998, and the related statements of operations, cash flows, and stockholders' equity (deficit) for the year ended December 31, 1999, for the period from the Company's inception (March 23, 1998) through December 31, 1998, and for the period from the Company's inception (March 23, 1998) through December 31, 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. These 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 Make It Happen Management as of December 31, 1999 and December 31, 1998, and the related statements of operations, cash flows, and stockholders' equity (deficit) for the year ended December 31, 1999, for the period from the Company's inception (March 23, 1998) through December 31, 1998, and for the period from the Company's inception (March 23, 1998) through December 31, 1999, in conformity with generally accepted accounting principles.
Jonathon P. Reuben,
Certified Public Accountant
January 20, 2000
F1
MAKE IT HAPPEN MANAGEMENT
______________________________________________________________________________________
December 31, 1999 December 31, 1998
Assets
Current Assets
Cash and cash equivalents $ 12,568 $ 73
Loan receivable - affiliate - - 10,000
_______________ _______________
Total Current Assets 12,568 10,073
Other Assets
Deferred offering costs $ 1,500 $ -
_______________ _______________
Total Assets 14,068 10,073
Liabilities and Stockholders Equity (Deficit)
Current Liabilities
Trade Payables $ 64 $ 2,687
Acrued Expenses - 5,000 5,000
Loan payable - affiliate - - 5,000
_______________ _______________
Total Current Liabilities $ 5,064 12,687
Stockholders Equity (Deficit)
Common Stock par value $.01 per share,
authorized 50,000,000 issued/outstanding,
11,128,000 shares as of December 31, 1999
10,608,000 shares as of February 28, 1999 $ 11,128 $ 10,608
Additional paid-in capital 153,272 127,792
Deficit accumulated during development (155,396) (141,014)
_______________ _______________
Total Stockholders Equity (Deficit) 9,004 (2,614)
Total Liabilities and Stockholders Equity (Deficit) $ 14,068 $ 10,073
See accompanying notes.
F2
MAKE IT HAPPEN MANAGEMENT
______________________________________________________________________________________
From Inception From Inception
For the Year (March 23, 1998) (March 23, 1998)
Ended Through Through
December 31, 1999 December 31, 1998 December 31,1999
Income $ - $ - $ -
Operating Expenses (14,382) (141,014) (155,396)
Net Loss (14,382) (141,014) (155,396)
Basic loss per share
Loss from operation $(0.0013) $ (0.0144) $ (0.0149)
Basic weighted average
of shares outstanding 10,984,154 9,806,764 10,456,342
See accompanying notes
F3
MAKE IT HAPPEN MANAGEMENT
FROM THE COMPANY'S INCEPTION (MARCH 23, 1998) THROUGH DECEMBER 31, 1999)
______________________________________________________________________________________
Deficit
Accumulated
During the
Common Stock Paid-In Development
Shares Amount Capital Stage
Shares issued for services
March 1998 8,000,000 $ 8,000 $ - -
Shares issued for cash
April 1998 2,000,000 2,000 98,000 -
July 1998 60,000 60 2,940 -
October 1998 400,000 400 19,600 -
November 1998 100,000 100 4,900 -
December 1998 48,000 48 2,352 -
Net loss from inception
through February 28,1999 - - - (141,014)
_________ _________ __________ _________
Balance -
December 31, 1998 10,608,000 10,608 127,792 (141,014)
Shares issued for cash
April 1999 400,000 400 19,600 -
Shares issued in exchange
for cancellation of
indebtedness -
May 1999 120,000 120 5,880 -
Net loss for year
ended December 31, 1999 - - - (14,382)
_________ _________ __________ _________
Balance -
December 31, 1999 11,128,000 11,128 153,272 (155,396)
See accompanying notes
F4
MAKE IT HAPPEN MANAGEMENT
______________________________________________________________________________________
From Inception From Inception
For the Year (March 23, 1998) (March 23, 1998)
Ended Through Through
December 31, 1999 December 31, 1998 December 31,1999
Cash Flow From Operating Activities
Net loss $ (14,382) $ (141,014) $ (155,396)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Consulting services - 13,000 13,000
Increase (Decrease) in account payable (2,623) 2,687 64
________________ ________________ ______________
Net cash use in operating activities (17,005) (125,327) (144,332)
Cash Flow From Finance Activities
Gross proceeds from private offerings 20,000 130,400 150,400
Deferred offering costs (1,500) - (1,500)
Loans from affiliates 6,000 5,000 11,000
Loans repaid by affiliates (5,000) - (5,000)
Loans to affiliates - (32,000) (32,000)
Payments on affiliate loans 10,000 22,000 32,000
________________ ________________ ______________
Net cash provided by financing activities:
29,500 125,400 154,900
______________________________________________________________________________________
Net increase (decrease) in cash
and cash equivalents $ 12,495 $ 73 $ 12,568
Cash and cash equivalents -
beginning of period $ 73 $ - $ -
Cash and cash equivalents -
end of period $ 12,568 $ 73 $ 12,568
See accompanying notes.
F5
MAKE IT HAPPEN MANAGEMENT
STATEMENTS OF CASH FLOWS
______________________________________________________________________________________
SUPPLEMENTAL SCHEDULES TO STATEMENT OF CASH FLOWS
From Inception From Inception
For the Year (March 23, 1998) (March 23, 1998)
Ended Through Through
December 31, 1999 December 31, 1998 December 31,1999
Cash Paid During Year For:
Income Taxes $ - $ - $ -
Interest $ - $ - $ -
Non-cash finance or investment activities:
In May 1999, the Company issued 120,000 shares of common stock to an affiliate
in exchange for the cancellation of $6,000 of indebtedness.
F6
MAKE IT HAPPEN MANAGEMENT
Note 1 - Organization
Make It Happen Management (the "Company") was incorporated in Nevada on March 23, 1998,
for the purpose of providing management production, marketing, and other related services to
entertainers, athletes and others.
Note 2 - Summary of Significant Accounting Policies
The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method for financial reporting purposes and for income tax reporting purposes.
The Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, "Earning Per Share" that established standards for the computation, presentation and disclosure of earnings per share (EPS), replacing the presentation of Primary EPS waith a presentation of Basic EPS. It also requires dual presentation of Basic EPS and Diluted EPS on the face of the income statement for entities with complex capital structures. Basic EPS is based on the weighted average number of common shares outstanding during the period.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
All issuances of the Company's stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readably determinable. The majority of the non-cash consideration received pertains to consulting services rendered by consultants and others.
F7
For purposes of the statement of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.
As of December 31, 1998, the Company had financial instruments consisting of cash equivalents, loan receivables, and loan payables. The carrying value of the Company's financial instruments, based on current market and other indicators, approximate their cost base.
As of December 31, 1999, the Company had financial instruments consisting of cash equivalents which consisted of cash in a checking account located at one financial institution. The carrying value of the Company's financial instruments, based on current market and other indicators, approximate their cost bases.
Income taxes are provided based on earnings reported for the financial statement purposes. In accordance with FASB Statement 109, the asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of assets and liabilities.
SFAS No. 130 "Reporting Comprehensive Income", establishes standards for reporting and displaying comprehensive income and its components in financial statements. The Company added the provisions of SFAS No. 130 in 1998, but had no elements of comprehensive income for the periods presented.
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information", establishes a new model for segment reporting, called the "management approach" and requires certain disclosures for each segment. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. The Company adopted the provisions of SFAS No. 131 in 1998, but currently operates in one industry segment.
F8
Note 3 - Loan Receivable Affiliate
As of December 31, 1998, the Company was owed $10,000 by an affiliate which was subsequently paid in full. The loan was non-interest bearing and due on demand.
Note 4 - Issuance of Common Stock
Through private placement offering, the Company received $150,400 through the issuance
of 3,128,000 shares of its common stock. The Company issued 8,000,000 shares to its founders which have been valued at par (See Note 4 - Related Party Transaction). The Company also issued 120,000 shares in consideration for the cancellation of indebtedness of $6,000. The holders of the Company's common stock are entitled to one vote per share held.
Note 5 - Related Party Transaction
From its inception (March 23, 1998) through December 31, 1999, Mr. Magnificent has received $56,500 in salary and $19,000 for marketing and other related services.
common stock in consideration for providing consulting services. The shares issued have been valued at par.
Note 6 - Loans Payable - Affiliates
As of February 28, 1999, the Company had loans outstanding from two affiliates totaling $11,000. These loans are unsecured, non-interest bearing and due on demand.
During the year ended December 13,1999, $ 5,000 was paid, and the remaining indebtedness of $6,000 was cancelled in exchange for the issuance of 120,000 shares of the company's common stock.
F9
Note 7 - Income Taxes
Income taxes are provided based on earnings reported for financial statement purposes pursuant
to the provisions of Statement of Financial Accounting Standards No. 109 ("FASB 109").
FASB 109 uses the asset and liability method to account for income taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax basis and financial reporting basis of assets and liabilities.
As of December 31, 1999, the Company had unused operating loss carry-forwards, which may provide future tax benefits in the amount of approximately $155,000 which expire in various years throughout 2019.
An allowance has been provided for by the Company which reduced tax benefits accrued by the Company for its net operating losses to zero, as it cannot be determined when, or if, the tax benefits derived from these operating losses will materialize.
F10
PART III
EXHIBITS
Item 1 - Index to Exhibits
(2) Charter and By-laws
No changes have been made, therefore the company incorporates by reference the exhibit 3(a) Articles and the exhibit 3(b) By-laws, filed with the Company’s Form 10-SB on February 4, 2000.
(27) Financial Data Schedule
Item 2 – Description of Exhibits>
(2) Charter (filed as Exhibit 3(a))
Corporate Charter of Make It Happen Management filed in the
State of Nevada on March 23, 1998.
By-laws (filed as Exhibit 3(b))
By-laws of Make It Happen Management
(27) Financial Data Schedule
SIGNATURES
In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Make It Happen Management
(Registrant)
Date ___April 17, 2000____ ___________/S/ DAVID SPOON______________________
(David Spoon, President/Chairman of the Board)
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