UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------------------------------------
Commission file number 000-25415
TWIN FACES EAST ENTERTAINMENT CORP.
(Exact name of registrant as specified in charter)
---------------------------------------------------------------
Nevada 22-3374562
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119
(Address of Principal Executive Office) (Zip Code)
Consultant Stock Compensation Plan
------------------------------------------
(Full Title of the Plan)
(702) 866-5858
(Registrant's Telephone Number, Including Area Code)
Michael Smolanoff, President
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119
(Name and Address of Agent for Service)
<TABLE>
Proposed Proposed
Amount to maximum maximum Amount of
Title of Securities be Offering aggregate registration
to be registered registered price per offering fee
share(2) price
<S> <C> <C> <C> <C>
Common Stock (1) 175,000 $1.24688 $218,204 $60.66
</TABLE>
1 Represents up to 175,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered
herein.
2 Calculated in accordance with Rule 457(h)(1) using the average of the
bid and asked prices for the common stock on August 11, 1999.
<PAGE>
PROSPECTUS The date of this Prospectus is August 13, 1999
TWIN FACES EAST ENTERTAINMENT CORP.
Up to 175,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
To Be Sold Either Privately or Through a Broker Transaction
Selling shareholders of Twin Faces East Entertainment Corp. ("Company")
will offer their shares through the over-the-counter market or through
NASDAQ, if the Company's common stock is then included for quotation on
NASDAQ. Selling shareholders, if control persons, are required to sell
their shares in accordance with the volume limitations of Rule 144 under
the Securities Act of 1933, which limits sales by each selling shareholder
in any one month period to the greater of 1% of the total outstanding
common stock (or approximately 36,193 shares after the issuance of the
shares herein) or the average weekly trading volume of the Company's
common stock during the four calendar weeks immediately preceding such
sale. It is expected that brokers and dealers effecting transactions will
be paid the normal and customary commissions for market transactions;
however the Shares may be sold in a private transaction.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon
as having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of the Common Stock issuable
under the terms of the Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company
since the date hereof.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such
state.
The securities offered hereby involve a high degree of risk. See "Risk
Factors."
<PAGE>
SUMMARY OF PROSPECTUS
The Company
This prospectus accompanies reoffers by consultants and employees of the
Company of shares of common stock received through the Company's Consultant
and Employee Compensation Plan. The Company, pursuant to the S-8
Registration, dated this same date, has registered 175,000 of the Company's
common stock, of which all such shares have been received, concurrent
herewith, pursuant to the Company's Consultant and Employee Compensation
Plan. The Company's principal offices are located at 1850 E. Flamingo Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.
RISK FACTORS
The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.
Need for Additional Financing. The Company currently operates through
revenues generated by sales of the Company's products. There is no
assurance that such sales will continue as they have in the past, or will
increase in the future. In order to succeed the Company may require
additional capital for working capital and for marketing. There can be no
assurance that such financing will be available, when required, on
acceptable terms.
Competition. We compete with numerous other entertainment and film
production companies. Many of these competitors have substantially greater
resources than we do. Should a larger and better financed company decide to
directly compete with us, and be successful in its competitive efforts, our
business could be adversely affected.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a
large extent, the success of the Company will depend upon the quality of
the management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and
directors, who are responsible for the development of the business of the
Company. If any of the key employees, officers or directors should, for
whatever the reason, cease to serve the Company, the Company may find it
difficult to find replacements within a short time frame, and thus, the
Company's ability to meet its goals could be adversely affected.
Factors Affecting Operating Results. The manufacture and distribution of
entertainment and educational related production which the Company is
involved with is not an exact science and inevitably involves a significant
degree of uncertainty, particularly with respect to the types of
entertainment and educational products demanded by the market place. There
can therefore be no assurance that the Company's activities will result in
the economical production and sales of its products. Moreover, the
operating results of the Company may be adversely affected by other factors
such as changes in material costs, shortages of scripts, and increased
production costs.
Company Capitalization. To the extent that the funding may be insufficient
to meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the production of intellectual properties and any return to
Shareholders may take considerably longer than anticipated.
<PAGE>
PART I
General
Twin Faces East Entertainment Corporation, a Nevada corporation (the
"Company") is a development stage company formed in 1997. The Company was
incorporated under the laws of the State of Delaware on December 5, 1997
and reincorporated under the laws of the State of Nevada on June 17, 1998.
The re-incorporation in the State of Nevada was the result of Nevada's
policy of encouraging incorporation in that State and, in furtherance of
that policy, has adopted comprehensive, modern and flexible corporate laws,
which are periodically updated and revised to meet changing business needs.
In addition, Nevada continues to pursue a position of no corporate
taxation.
We are in the development stage as a producer of entertainment and
educational related programming and technology, which originated through
the efforts of Dr. Michael Smolanoff, a director and officer of the
Company. Our products include; (i) documentary films of Dr. Albert
Einstein, and (ii) feature film and television scripts.
The Einstein Properties are the result of Dr. Smolanoff's acquisition
of the films from Peter A. Buckey. Peter A. Buckey, the son of one of
Albert Einstein's oldest and closest friends, provides a rare insight into
Albert Einstein's private life, opinions, and foibles that are now folded
into unique and rare videos. The Company owns original 16mm film footage
of rare moments such as the family vacation when Einstein wrote that
fateful letter to Franklin D. Roosevelt that led to the Manhattan Project.
Peter was Einstein's driver, and companion initiating extensive dialogue,
keeping copious notes, and storing and recording priceless memories. Hear
up close and personal tales of the sailor who couldn't swim, and the youth
recalling a professor's admonishment not to pursue physics due to his
single-mindedness. We have ownership of the film, still photos, narration
by Mr. Buckey, and have received numerous requests for development of the
various products into books, a documentary, photo exhibits, and similar
entertainment venues.
"Pages From A Rabbit Journal"T, a children's book and future film
script was created by Dr. Smolanoff. The story is of The Rabbit Family's
adventures in their travels through the forest with many character
developments along the path of their journey. The story has been turned
into a series of twenty-two minute animated video episodes, each a cliff-
hanger and with a positive children's message. The initial video episode,
will serve as a pilot for a television series which is contracted through
Nightwing Entertainment Group, Inc. to be shown on Fox Children's Network
and/or Nickelodeon. In addition, Channel America, through a contract with
Nightwing Entertainment Group, Inc. has agreed to show between 13 to 65
episodes of the series. Further, an agreement is in place with Nightwing
Entertainment Group, Inc. that provides for Congress Home Video to
distribute a minimum of twelve of each episode into approximately 22,000
video stores nationwide.
The Company's principal executive offices are located at 1850 E.
Flamingo Rd., Suite #111-A, Las Vegas, Nevada; telephone (702) 866-5858.
<TABLE>
Management
NAME AND ADDRESS AGE POSITION HELD-RELATIONSHIP
<S> <C> <C>
Michael Smolanoff 55 Chief Executive Officer, President, Director
Stan Teeple 50 Executive VP, Secretary, Treasurer, Director
Hyman Shwartzberg, MD 32 Director
Bruce Taffet 51 Director
</TABLE>
<PAGE>
Michael Smolanoff- Michael Smolanoff has been President and a Director of
the Company since its inception. From 1993 to present, Dr. Smolanoff has
been self employed selling scripts, articles, and music. Dr. Michael
Smolanoff has over 30 years of experience in creative development fields.
He is a Juilliard graduate and past professor at Rutgers University and
Philadelphia Music Academy. He has written and produced a plethora of music
albums, concerts, children's programs, and works for the theatre. He is
listed in the International Who's Who of music, Who's Who in America, Men
of Achievement, Outstanding Young Men of America, and the Dictionary of
Distinguished Americans. He is the creator and developer of the "Tales of
a Rabbit Journal" and responsible for contract development to place this
animated series with the Fox Kids Network as well as distribution
agreements for placement into retail video stores nationwide. He is a
member of the National Academy of Television Arts and Sciences, and the
American Society of Composers, Authors and Publishers.
Stanley L. Teeple- Stan Teeple is Executive Vice President, Secretary and
Treasurer from March, 1997 to present. From 1979 until present, Mr. Teeple
has been President and Chief Executive Officer of Stan Teeple, Inc., a
consulting firm specializing in business. Stan has recently joined Dr.
Smolanoff for development of the various assets and interests in the
marketplace. Stan attended Business School at the University of Colorado
and has a strong national brands corporate background. In Stan's 20 plus
year career as a management consultant, sales and marketing consultant, and
turnaround specialist counts among his business specialties,
entertainment, intellectual property licensing, food manufacturing, the
travel industry and retailing of everything from apparel to fast food. His
recent client list includes, United Artists Theatre Circuit, General Mills,
Inc., United Airlines, Inc., Kellogg's USA, Warner Lambert and Premiere
Innovations, Inc.
Bruce Taffet Bruce Taffet has been a Director of the Company since April
1998. From 1979 until present Mr. Taffet has worked as an executive with
United Artists Theatre Circuit. From 1995 until present, Bruce has been
Executive Vice President of Concessions, Marketing, and Purchasing for
United Artists. Mr. Taffet has approximately 30 years experience in the
entertainment industry. Starting in 1969, Bruce was the owner/operator of
the Orkin Taffet Theatres in Jackson, Mississippi. Mr. Taffet has served as
an officer or director with the National Association of Theatre Operators,
National Association of Concessionaires, Variety Club of America, The 2%
Club, and MPP Pioneers.
Hyman Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company since
April 1998, is a physician, entrepreneur and investor. From 1994 until
present Dr. Shwarzberg has served as Assistant Professor and Director of
Radiology at Mount Sinai Medical Center-Queens Hospital Center Affiliate in
New York. Dr. Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.
Legal Proceedings
On August 2, 1999, a lawsuit was filed in the United States District
Court for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East Entertainment Corp., case No. 99 Civil 8606. The claim in the action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and infringement of patent rights. Although the Company consented to the
issuance of a temporary restraining order wherein the Company agrees not to
promote ReadSpeak until further order of the court, the Company has not
conceded to the validity of the claim and intends to assert a counter
claim, contesting the claim of intellectual property rights as asserted by
ReadSpeak, Inc.
Submission of Matters to Vote to Shareholders
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the Company's fiscal year
ended December 31, 1999.
Properties.
The Company currently subleases 600 square feet of executive office
space at 1850 E. Flamingo Rd., Suite 111A, Las Vegas, Nevada 89119, on a
month to month basis at a cost of $800 per month starting June 1, 1999. The
space is for general administration and is sufficient for the current needs
of the Company. We anticipate that we will require additional space in the
future but does not anticipate any difficulty in obtaining such space in its
immediate vicinity at favorable rates.
<PAGE>
OFFERING SHAREHOLDERS
The following table lists the shares of Company common stock held by
consultants of the Company proposing to sell their shares, the percentage
held by each, and the shares currently proposed to be reoffered by them
pursuant to this Prospectus.
<TABLE>
Shareholder Number of New Shares Percent Percent of
Shares Offered Before Total After
Offering Offering
<S> <C> <C> <C> <C>
Gary Bennett -0- 68,170 -0- .0188
Adam Abramavich -0- 68,170 -0- .0188
Anthony N. DeMint -0- 5,000 -0- .0013
Donald J. Stoecklein -0- 33,660 -0- .0093
-------- -------- ------- ---------
TOTAL -0- 175,000 -0- .0482
</TABLE>
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10SB, and its latest
Quarterly Reports filed subsequent thereto, for quarter ending March 31,
1999. These Annual, Quarterly and Current Reports, as well as all other
reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, are hereby incorporated by
reference in this prospectus and may be obtained upon the oral or written
request of any person to the Company at 1850 E. Flamingo Rd., Suite #111-A,
Las Vegas, Nevada 89119 telephone number (702) 866-5858
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Annual Report on Form 10SB filed for the year ended
February 18, 1999;
(b) The registrants Quarterly Report on Form 10-Q for the quarter ending
March 14, 1999.
(c) The registrants Form 8-K filed June 30, 1999
(d) The registrants Form 8-K filed July 29, 1999
Item 4. Description of Securities
General
A description of securities is incorporated by reference from the
registrants Registration Statement on Form 10SB, File No. 000-25415.
The Company's authorized capitalization is 20,000,000 shares, consisting of
20,000,000 shares of Common Stock, par value $.0001 per share, of which
3,619,349, (as of August 10, 1999 there were 3,544,349 shares outstanding)
shares will be issued and outstanding after issuance to the selling
shareholders, and the additional shares, referred to in the preceding
section.
<PAGE>
Common Stock
Holders of Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect
the entire board of directors and, if they do so, minority shareholders
would not be able to elect any members to the board of directors. The
Company's board of directors has authority, without action by the
Company's shareholders, to issue all or any portion of the authorized but
unissued shares of Common Stock, which would reduce the percentage
ownership of the Company of its shareholders and which may dilute the book
value of the Common Stock. Shareholders of the Company have no pre-emptive
rights to acquire additional shares of Common Stock. The Common Stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. Holders of Common Stock are entitled to receive such dividends
as the board of directors may from time to time declare out of funds
legally available for the payment of dividends. The Company has not paid
dividends on its Common Stock and does not anticipate that it will pay
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel
NA
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions
for indemnification of the officers and directors; in addition, Section
78.751 of the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
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 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, against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he 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 against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
<PAGE>
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by
a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
is not entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of
the Securities Act of 1933 as amended by virtue of Section 4(2) thereof
covering transactions not involving any public offering or not involving
any "offer" or "sale".
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant(1).
3.2 Bylaws (2).
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality
of shares being issued (3).
10 Consultant Stock Compensation Plan/Consultants Agreements (3).
24 Consent of Donald J. Stoecklein, Attorney-at-Law, (contained in its
opinion filed as Exhibit 5 to this Registration Statement (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement
on Form 10SB, File No. 000-25415;
(2) Incorporated by reference from the registrants Registration Statement
on Form 10SB, File No. 000-25415;
(3) Filed herewith.
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any
addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
this 12th day of August, 1999.
TWIN FACES EAST ENTERTAINMENT CORP.
By :/s/ Michael Smolanoff
----------------------------------
Michael Smolanoff, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 12, 1999.
Signature Title Date
/s/ Michael Smolanoff President, Director August 12, 1999
- ---------------------
Michael Smolanoff
/s/ Stan Teeple Secretary/Treasurer, Director August 12, 1999
- ---------------------
Stan Teeple
/s/ Hyman Shwartzberg Director August 12, 1999
- --------------------
Hyman Shwartzberg
Bruce Taffer Director August 12, 1999
- --------------------
Bruce Taffet
<PAGE>
EXHIBIT 5 AND 24
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone (702) 794-2590
Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
- --------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119
August 12, 1999
Mr. Michael Smolanoff
President
TWIN FACES EAST ENTERTAINMENT CORP.
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Smolanoff:
You have requested our opinion as to the legality of the registration by
you, Twin Faces East Entertainment Corp. (the "Corporation") of up to
175,000 shares of Common Stock ( the "shares") pursuant to a Registration
Statement, dated August 11, 1999, on Form S-8 ( the "Registration
Statement") to be filed on August 12, 1999:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The Corporation's 10SB filed February 18, 1999;
6. The Corporation's 10-QSB for first quarter 1999;
7. The Consultant and Employee Stock Compensation Plan; and
8. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original,
the conformity to the original of any document or instrument submitted to
us as a copy, and the genuineness of all signatures on such originals or
copies.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the Shares, if issued and sold as
described in the Registration Statement (provided that at least par value
is paid for the shares): (i) will have been duly authorized, legally
issued, fully paid and nonassessable, (ii) when issued will be a valid and
binding obligation of the corporation, and (iii) do not require a permit
from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue Sky laws.
<PAGE>
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards
to the Request to Transfer Agent for transfer of the above referred to
shares.
Yours Very Truly,
s/Donald J. Stoecklein
Donald J. Stoecklein
<PAGE>
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
<PAGE>
AUGUST 1999 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
Twin Faces East Entertainment Corp.
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of Twin Faces East
Entertainment Corp. ("Twin Faces") by allowing the Company to compensate
officers, directors, consultants and certain other persons providing bona
fide services to the Company, through the award of Twin Face's common
stock.
II.
Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Twin Faces.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, par value $ .001 per share, of
Twin Faces.
5. "Date of Grant" means the day the Board of Directors authorizes the
grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services to
the Company (including, without limitation, the following: a person
employed by the Company in a key capacity; an officer or director of Twin
Faces or one or more Subsidiaries; a person or company engaged by the
Company as a consultant; or a lawyer, law firm, accountant or accounting
firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
Twin Faces as that term is defined in Section 424(f) of the Code.
III.
Effective Date of the Plan
The effective date of this Amended Plan is August 1, 1999.
IV.
Administration of the Plan
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all
other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on
the matters referred to in this Section shall be conclusive. The Board of
Directors shall have sole and absolute discretion to amend this Plan. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
<PAGE>
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan as of this date and subject to subsequent amendment
is 175,000 shares. The Common Stock which is issued on grant of awards may
be authorized but unissued shares or shares which have been issued and
reacquired by Twin Faces. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such
time as it deems advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or Consultants of the Company, in
their individual capacity only.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees or Consultants
Awards are to be granted, and the number of shares of Common Stock as to
which awards granted to each Employee or consultant will relate. No grant
will be made if, in the judgment of the Board of Directors, such a grant
would constitute a public distribution within the meaning of the Securities
Act of 1933, as amended (the "Act"),or the rules and regulations
promulgated thereunder.
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of an Award Twin
Faces shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing
the number of shares of Common Stock that were granted.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee or consultant the right to continue in the employ of the Company
nor shall it interfere with or restrict in any way the rights of the
Company to discharge any employee at any time for any reason whatsoever,
with or without cause.
X.
Laws and Regulations
The obligation of Twin Faces to sell and deliver shares of Common Stock on
the grant of an Award under this Plan shall be subject to the condition
that counsel for Twin Faces be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or
regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money as
are necessary to pay the Employee's withholding tax. The Company may elect
to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company
becomes required to pay withholding tax to any federal, state or other
taxing authority as a result of the granting of an Award and the Employee
<PAGE>
fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of
salary or bonus to the Employee (which will be in addition to any other
required or permitted withholding), until the Company has been reimbursed
for the entire withholding tax it was required to pay.
XII.
Reservation of Shares
Twin Faces shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares of
Common Stock equal to the maximum number of shares Twin Faces may be
required to be issued on the grant of Awards under this Plan.
XII.
Termination of the Plan
The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of
a person granted an Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of
participation.
No dealer, salesman, or any other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus in connection with the offering made hereby,
and if given or made, such information or representations must not be
relied upon. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than those
specifically offered hereby or an offer to sell, or a solicitation of an
offer to buy, to any person in any jurisdiction in which such offer or sale
would be unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since any of the
dates as of which information is furnished or since the date of this
Prospectus.
<PAGE>
EXHIBIT 10-A
CONSULTANT AGREEMENT
This Consultant Agreement is effective as of July 23, 1999 by and
between Twin Faces East Entertainment Corporation ("TFAC"), and Gary
Bernett, ("Consultant").
Recitals
WHEREAS, Consultant has been working with TFAC without a written
Consultant Agreement up to the date of this Agreement. Consultant and TFAC
have agreed to finalize the terms of Consultant's employment with TFAC and
reduce those terms to writing in this Agreement.
WHEREAS, Consultant has acquired outstanding and special skills and
abilities and an extensive background in and knowledge of TFAC's business
and the industry in which it is engaged.
WHEREAS, TFAC desires assurance of the continued association and
services of Consultant in order to retain his experience, skills,
abilities, background, and knowledge, and is therefore willing to engage
his services on the terms and conditions set forth below.
WHEREAS, Consultant desires to continue consulting for TFAC and is
willing to do so on those terms and conditions set forth herein.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and conditions in this Agreement, and other good and valuable
considerations, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.
2. CONSULTANT'S DUTIES. Consultant shall act as a writing and
intellectual property consultant for the continued development of TFAC's
intended plan of operation, including but not limited to, writing extended
scripts for TFAC's Rabbit Journal TV series and expanding TFAC's child
based products and services.
3. DEVOTION OF TIME. During the period of his agreement hereunder
Consultant shall devote such of his business time, interest attention, and
effort to the faithful performance of his duties hereunder, as may be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties. It being understood by and between TFAC and
Consultant that Consultant shall not be restricted in his activities in
other business. TFAC acknowledges, understands, and agrees that Consultant
may be providing services to other related businesses. Royal Products,
Inc., Desert Health Products, Inc., Aloe Vera Development Corp., and Jon
Dar Corp., Inc.
4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement
term, Consultant shall not be restricted in functioning in the capacity of
either an employee, consultant, or agent for other entities.
<PAGE>
5. TERM OF AGREEMENT. Subject to earlier termination as provided in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999, and ending January 1, 2000. This agreement may be extended by and
between the parties upon written modification hereof.
6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in
writing, during the agreement term Consultant shall perform the services he
is required to perform under this Agreement from Consultant's own offices;
provided, however, that TFAC may from time to time request Consultant to
travel temporarily to other locations on TFAC's business, to the
convenience of Consultant.
7. COMPENSATION. TFAC For all services rendered by Consultant in any
capacity during the term of this Agreement, TFAC shall pay Consultant
$85,000 in cash compensation within 30 days of the execution of this
Agreement.
7.1 Stock Payment. If for any reason TFAC cannot pay Consultant
in cash, TFAC may pay Consultant with shares of Common Stock. Such Shares
will have to be registered with the Securities and Exchange Commission via
Form S-8, or other applicable Form of registration, prior to the delivery
of the Common Stock to the Consultant. The amount of such shares received
will be calculated by taking the five (5) day average closing bid and ask
price, as quoted on the OTCBB, and dividing it by the compensation due to
Consultant.
7.2 Commissions. TFAC agrees to pay Consultant a fee equal to
three percent (3%) of all assets or intellectual property acquired by TFAC
as the result of Consultant's efforts. The payment calculated pursuant to
this subparagraph shall be due and payable concurrent with the closing of
the escrow, or transfer of title as relates to such assets, or upon the
generation of revenues from any intellectual property acquired or developed
by Consultant.
8. BENEFITS. During the agreement term, Consultant shall not be
entitled to any TFAC company benefits unless agreed to in writing.
9. EXPENSE REIMBURSEMENT. During the agreement term, TFAC shall
reimburse Consultant for reasonable out-of-pocket expenses incurred in
connection with TFAC's business, including travel expenses, food, and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.
10. INTELLECTUAL PROPERTY. All processes, inventions, patents,
copyrights, trademarks, and other intangible rights ("Intangible Rights")
that are conceived or developed by Consultant, at the written request of
TFAC either alone or with others, during the term of Consultant's agreement
shall be the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof. All other Intangible Rights shall be the
sole property of Consultant.
11. INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted by law, indemnify and hold Consultant harmless against expenses,
including reasonable attorney's fees judgements, fines, settlement, and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of, or in connection with, Consultant's
agreement by TFAC. TFAC shall advance to Consultant any expense incurred
in defending such proceeding to the maximum extent permitted by law.
<PAGE>
12. LIABILITY INSURANCE. TFAC shall purchase and maintain adequate
general liability insurance.
13. TERMINATION BY TFAC. TFAC may terminate this Agreement at any
time, if termination is "For Cause", as hereinafter defined. "For Cause"
shall mean TFAC's termination of Consultant due to an adjudication of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or material breach of this Agreement, if Consultant fails to cure such
breach within ninety (90) days after written notice is given by the Board
of Directors to Consultant and Consultant fails with ninety (90) days of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein. In the
event of any termination, not for cause, Consultant shall receive at least
3 months notice thereof, and shall receive, during such time, all
compensation provided for herein, including payments of Commissions, if
any, as set forth in paragraph 7.
14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by giving TFAC thirty (30) day's prior written notice of resignation. In
such event, Consultant shall receive all compensation provided herein,
including payments of commissions, if any, through the date of termination.
15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during any renewal term of this Agreement, this Agreement shall be
terminated on the last day of the calendar month of his death. TFAC shall
then pay to Consultant's estate any compensation accrued but unpaid as of
the last day of the calendar month in which Consultant dies.
16. AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall not be terminated by TFAC's voluntary or involuntary dissolution or
by any merger in which TFAC is not the surviving or resulting corporation,
or on any transfer of all or substantially all of TFAC's assets. In the
event any such merger or transfer of assets, the provisions of this
Agreement shall be binding on and inure to the benefit of the surviving
business entity or the business entity to which such assets shall be
transferred.
17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:
17.1 Nondisclosure. Without the prior written consent of TFAC,
Consultant shall not, at any time, either during or after the term of this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain, or
otherwise, any customer lists, plans, products, data, results of tests and
data, or any other trade secrets or confidential materials or like
information (collectively referred to as the "Confidential Information") of
TFAC and/or its Affiliates, as hereinafter defined, provided to or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent Consultant hereby agrees, to restrict Consultant from disseminating
or using any like information that is unpublished or not readily available
to the general public.
<PAGE>
17.1.1 Definition of Affiliate. For purposes of this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation, directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with TFAC.
17.1.2 Consultant's Work Product. Aside from Consultant's
work for TFAC, Consultant invents, designs, writes and develops various
story lines, scripts and other products, which shall be the work product of
Consultant. TFAC shall not, at any time, either during or after the term
of this Agreement, directly or indirectly, divulge or disclose to any
person, firm, association, or corporation, or use for TFAC's own benefit,
gain, or otherwise, any customer lists, plans, products, data, results of
tests and data, or any other trade secrets or confidential materials or
like information (collectively referred to as the "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict TFAC from disseminating or using any like information that is
unpublished or not readily available to the general public.
17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable, all lists, books, records, data, and other information
(including all copies thereof in whatever form or media) of every kind
relating to or connected with TFAC or Consultant or their Affiliates and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant and or
TFAC respectively, shall be allowed to retain any and all information on
products, lists, books, records, data, or other information initially
produced by Consultant or TFAC respectively and provided to the other.
17.3 Notice of Compelled Disclosure. If, at any time, a party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, or similar process or
otherwise) to disclose any of the Confidential Information, such party
shall provide the other party with prompt, prior written notice of such
requirement so that the other party may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is not
obtained, that the other party waives compliance with the provisions
hereof, each agrees to furnish only that portion of the Confidential
Information which such party is advised by written opinion of counsel is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In any event, the compelled party shall not oppose action by the other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.
18. VIOLATION OF COVENANTS:
18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation of any of the covenants or Agreements hereof would cause
irreparable injury to the other party, that the remedy at law for any
violation or threatened violation thereof would be inadequate; and that,
therefore, the other party shall be entitled to temporary and permanent
injunctive or other equitable relief.
<PAGE>
18.2 Consultant and TFAC recognize that the laws and public
policies of the various states of the United States may differ as to the
validity and enforceability of certain of the provisions contained in this
section. It is the intention of Consultant and TFAC that the provisions of
this section shall be enforced to the fullest extent permissible under the
laws and public policies of each jurisdiction in which such enforcement is
sought, but that the invalidation (or modification to conform with such
laws or public policies) of any provision hereof shall not render
unenforceable or impair the remainder of this section. Accordingly, if any
provision of this section shall be determined to be invalid or
unenforceable, either in whole or in part this section shall be deemed to
delete or modify, as necessary, the offending provision and to alter the
balance of this section in order to render it valid and enforceable to the
fullest extent permissible as provided herein.
19. MISCELLANEOUS:
19.1 Authority to Execute. The parties herein represent that
they have the authority to execute this Agreement.
19.2 Severability. If any term, provision, covenant, or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.
19.3 Successors. This Agreement shall be binding on and inure
to the benefit of the respective successors, assigns, and personal
representatives of the parties, except to the extent of any contrary
provision in this Agreement.
19.4 Assignment. This Agreement may not be assigned by either
party without the written consent of the other party.
19.5 Singular, Plural and Gender Interpretation. Whenever used
herein, the singular number shall include the plural, and the plural number
shall include the singular. Also, as used herein, the masculine, feminine
or neuter gender shall each include the others whenever the context so
indicates.
19.6 Captions. The subject headings of the paragraphs of this
Agreement are included for purposes of convenience only, and shall not
effect the construction or interpretation of any of its provisions.
19.7 Entire Agreement. This Agreement contains the entire
agreement of the parties relating to the rights granted and the obligations
assumed in this instrument and supersedes any oral or prior written
agreements between the parties. Any oral representations or modifications
concerning this instrument shall be of no force or effect unless contained
in a subsequent written modification signed by the party to be charged.
19.8 Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, or the making, performance, or interpretation
thereof, shall be submitted to a panel of three (3) arbitrators. The
arbitration shall comply with and be governed by the provisions of the
American Arbitration Association. The panel of arbitrators shall be
composed of two (2) members chosen by Consultant and TFAC respectively and
one (1) member chosen by the arbitrators previously selected. The findings
of such arbitrators shall be conclusive and binding on the parties hereto.
<PAGE>
The cost of arbitration shall be borne by the losing party or in such
proportions as the arbitrator shall conclusively decide.
19.9 No Waiver. No failure by either Consultant or TFAC to
insist upon the strict performance by the other of any covenant, agreement,
term or condition of this Agreement or to exercise the right or remedy
consequent upon a breach thereof shall constitute a waiver of any such
breach or of any such covenant, agreement, term or condition. No waiver of
any breach shall affect or alter this Agreement, but each and every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.
19.10 Time of the Essence. Time is of the essence of this
Agreement, and each provision hereof.
19.11 Counterparts. The parties may execute this Agreement
in two (2) or more counterparts, which shall, in the aggregate, be signed
by both parties, and each counterpart shall be deemed an original
instrument as to each party who has signed by it.
19.12 Attorney's Fees and Costs. In the event that suit be
brought hereon, or an attorney be employed or expenses be incurred to
compel performance the parties agree that the prevailing party therein be
entitled to reasonable attorney's fees.
19.13 Governing Law. The formation, construction, and
performance of this Agreement shall be construed in accordance with the
laws of Nevada.
19.14 Notice. Any notice, request, demand or other
communication required or permitted hereunder or required by law shall be
in writing and shall be effective upon delivery of the same in person to
the intended addressee, or upon deposit of the same with an overnight
courier service (such as Federal Express) for delivery to the intended
addressee at its address shown herein, or upon deposit of the same in the
United States mail, postage prepaid, certified or registered mail, return
receipt requested, sent to the intended addressee at its address shown
herein. The address of any party to this Agreement may be changed by
written notice of such other address given in accordance herewith and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.
<PAGE>
IN WITNESS WHEREOF, the parties have entered into this Agreement on
the date first above written.
CONSULTANT:
DATE: 7/23/99
By: /s/ Gary Bernett
Gary Bernett
TWIN FACES EAST ENTERTAINMENT CORPORATION
DATE: 7/23/99
By: /s/ Stanley Teeple
Stanley Teeple
<PAGE>
EXHIBIT 10-B
CONSULTANT AGREEMENT
This Consultant Agreement is effective as of July 23, 1999 by and
between Twin Faces East Entertainment Corporation ("TFAC"), and Adam
Abramavitch, ("Consultant").
Recitals
WHEREAS, Consultant has outstanding and special skills and abilities
and an extensive background in and knowledge of TFAC's business and the
industry in which it is engaged.
WHEREAS, TFAC desires assurance of the association and services of
Consultant in order to retain his experience, skills, abilities,
background, and knowledge, and is therefore willing to engage his services
on the terms and conditions set forth below.
WHEREAS, Consultant desires to begin consulting for TFAC and is
willing to do so on those terms and conditions set forth herein.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and conditions in this Agreement, and other good and valuable
considerations, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.
2. CONSULTANT'S DUTIES. Consultant shall act as a marketing consultant
to evaluate and advise TFAC on its proposed plan of operation in the
marketing of child based programming. In addition, Consultant shall use
its best efforts towards the discovery of exclusive products or scripts
relating the TFAC's industry and assist in the blending of such products or
scripts into TFAC.
3. DEVOTION OF TIME. During the period of his agreement hereunder
Consultant shall devote such of his business time, interest attention, and
effort to the faithful performance of his duties hereunder, as may be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties. It being understood by and between TFAC and
Consultant that Consultant shall not be restricted in his activities in
other business. TFAC acknowledges, understands, and agrees that Consultant
may be providing services to other related businesses. Royal Products,
Inc., Desert Health Products, Inc., Aloe Vera Development Corp., and Jon
Dar Corp., Inc.
4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement
term, Consultant shall not be restricted in functioning in the capacity of
either an employee, consultant, or agent for other entities.
5. TERM OF AGREEMENT. Subject to earlier termination as provided in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999, and ending February 1, 2000. This agreement may be extended by and
between the parties upon written modification hereof.
<PAGE>
6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in
writing, during the agreement term Consultant shall perform the services he
is required to perform under this Agreement from Consultant's own offices;
provided, however, that TFAC may from time to time request Consultant to
travel temporarily to other locations on TFAC's business, to the
convenience of Consultant.
7. COMPENSATION. TFAC For all services rendered by Consultant in any
capacity during the term of this Agreement, TFAC shall pay Consultant
$85,000 in cash compensation within 30 days of the execution of this
Agreement.
7.1 Stock Payment. If for any reason TFAC cannot pay Consultant
in cash, TFAC may pay Consultant with shares of Common Stock. Such Shares
will have to be registered with the Securities and Exchange Commission via
Form S-8, or other applicable Form of registration, prior to the delivery
of the Common Stock to the Consultant. The amount of such shares received
will be calculated by taking the five (5) day average closing bid and ask
price, as quoted on the OTCBB, and dividing it by the compensation due to
Consultant.
7.2 Commissions. TFAC agrees to pay Consultant a fee equal to
four percent (4%) of all assets or intellectual property acquired by TFAC
as the result of Consultant's efforts. The payment calculated pursuant to
this subparagraph shall be due and payable concurrent with the closing of
the escrow, or transfer of title as relates to such assets, or upon the
generation of revenues from any intellectual property acquired or developed
by Consultant.
8. BENEFITS. During the agreement term, Consultant shall not be
entitled to any TFAC company benefits unless agreed to in writing.
9. EXPENSE REIMBURSEMENT. During the agreement term, TFAC shall
reimburse Consultant for reasonable out-of-pocket expenses incurred in
connection with TFAC's business, including travel expenses, food, and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.
10. INTELLECTUAL PROPERTY. All processes, inventions, patents,
copyrights, trademarks, and other intangible rights ("Intangible Rights")
that are conceived or developed by Consultant, at the written request of
TFAC either alone or with others, during the term of Consultant's agreement
shall be the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof. All other Intangible Rights shall be the
sole property of Consultant.
11. INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted by law, indemnify and hold Consultant harmless against expenses,
including reasonable attorney's fees judgements, fines, settlement, and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of, or in connection with, Consultant's
agreement by TFAC. TFAC shall advance to Consultant any expense incurred
in defending such proceeding to the maximum extent permitted by law.
<PAGE>
12. LIABILITY INSURANCE. TFAC shall purchase and maintain adequate
general liability insurance.
13. TERMINATION BY TFAC. TFAC may terminate this Agreement at any
time, if termination is "For Cause", as hereinafter defined. "For Cause"
shall mean TFAC's termination of Consultant due to an adjudication of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or material breach of this Agreement, if Consultant fails to cure such
breach within ninety (90) days after written notice is given by the Board
of Directors to Consultant and Consultant fails with ninety (90) days of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein. In the
event of any termination, not for cause, Consultant shall receive at least
3 months notice thereof, and shall receive, during such time, all
compensation provided for herein, including payments of Commissions, if
any, as set forth in paragraph 7.
14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by giving TFAC thirty (30) day's prior written notice of resignation. In
such event, Consultant shall receive all compensation provided herein,
including payments of commissions, if any, through the date of termination.
15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during any renewal term of this Agreement, this Agreement shall be
terminated on the last day of the calendar month of his death. TFAC shall
then pay to Consultant's estate any compensation accrued but unpaid as of
the last day of the calendar month in which Consultant dies.
16. AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall not be terminated by TFAC's voluntary or involuntary dissolution or
by any merger in which TFAC is not the surviving or resulting corporation,
or on any transfer of all or substantially all of TFAC's assets. In the
event any such merger or transfer of assets, the provisions of this
Agreement shall be binding on and inure to the benefit of the surviving
business entity or the business entity to which such assets shall be
transferred.
17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:
17.1 Nondisclosure. Without the prior written consent of TFAC,
Consultant shall not, at any time, either during or after the term of this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain, or
otherwise, any customer lists, plans, products, data, results of tests and
data, or any other trade secrets or confidential materials or like
information (collectively referred to as the "Confidential Information") of
TFAC and/or its Affiliates, as hereinafter defined, provided to or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent Consultant hereby agrees, to restrict Consultant from disseminating
or using any like information that is unpublished or not readily available
to the general public.
<PAGE>
17.1.1 Definition of Affiliate. For purposes of this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation, directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with TFAC.
17.1.2 Consultant's Work Product. Aside from Consultant's
work for TFAC, Consultant invents, designs, writes and develops various
story lines, scripts and other products, which shall be the work product of
Consultant. TFAC shall not, at any time, either during or after the term
of this Agreement, directly or indirectly, divulge or disclose to any
person, firm, association, or corporation, or use for TFAC's own benefit,
gain, or otherwise, any customer lists, plans, products, data, results of
tests and data, or any other trade secrets or confidential materials or
like information (collectively referred to as the "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict TFAC from disseminating or using any like information that is
unpublished or not readily available to the general public.
17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable, all lists, books, records, data, and other information
(including all copies thereof in whatever form or media) of every kind
relating to or connected with TFAC or Consultant or their Affiliates and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant and or
TFAC respectively, shall be allowed to retain any and all information on
products, lists, books, records, data, or other information initially
produced by Consultant or TFAC respectively and provided to the other.
17.3 Notice of Compelled Disclosure. If, at any time, a party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, or similar process or
otherwise) to disclose any of the Confidential Information, such party
shall provide the other party with prompt, prior written notice of such
requirement so that the other party may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is not
obtained, that the other party waives compliance with the provisions
hereof, each agrees to furnish only that portion of the Confidential
Information which such party is advised by written opinion of counsel is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In any event, the compelled party shall not oppose action by the other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.
18. VIOLATION OF COVENANTS:
18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation of any of the covenants or Agreements hereof would cause
irreparable injury to the other party, that the remedy at law for any
violation or threatened violation thereof would be inadequate; and that,
therefore, the other party shall be entitled to temporary and permanent
injunctive or other equitable relief.
<PAGE>
18.2 Consultant and TFAC recognize that the laws and public
policies of the various states of the United States may differ as to the
validity and enforceability of certain of the provisions contained in this
section. It is the intention of Consultant and TFAC that the provisions of
this section shall be enforced to the fullest extent permissible under the
laws and public policies of each jurisdiction in which such enforcement is
sought, but that the invalidation (or modification to conform with such
laws or public policies) of any provision hereof shall not render
unenforceable or impair the remainder of this section. Accordingly, if any
provision of this section shall be determined to be invalid or
unenforceable, either in whole or in part this section shall be deemed to
delete or modify, as necessary, the offending provision and to alter the
balance of this section in order to render it valid and enforceable to the
fullest extent permissible as provided herein.
19. MISCELLANEOUS:
19.1 Authority to Execute. The parties herein represent that
they have the authority to execute this Agreement.
19.2 Severability. If any term, provision, covenant, or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.
19.3 Successors. This Agreement shall be binding on and inure
to the benefit of the respective successors, assigns, and personal
representatives of the parties, except to the extent of any contrary
provision in this Agreement.
19.4 Assignment. This Agreement may not be assigned by either
party without the written consent of the other party.
19.5 Singular, Plural and Gender Interpretation. Whenever used
herein, the singular number shall include the plural, and the plural number
shall include the singular. Also, as used herein, the masculine, feminine
or neuter gender shall each include the others whenever the context so
indicates.
19.6 Captions. The subject headings of the paragraphs of this
Agreement are included for purposes of convenience only, and shall not
effect the construction or interpretation of any of its provisions.
19.7 Entire Agreement. This Agreement contains the entire
agreement of the parties relating to the rights granted and the obligations
assumed in this instrument and supersedes any oral or prior written
agreements between the parties. Any oral representations or modifications
concerning this instrument shall be of no force or effect unless contained
in a subsequent written modification signed by the party to be charged.
19.8 Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, or the making, performance, or interpretation
thereof, shall be submitted to a panel of three (3) arbitrators. The
arbitration shall comply with and be governed by the provisions of the
American Arbitration Association. The panel of arbitrators shall be
composed of two (2) members chosen by Consultant and TFAC respectively and
one (1) member chosen by the arbitrators previously selected. The findings
<PAGE>
of such arbitrators shall be conclusive and binding on the parties hereto.
The cost of arbitration shall be borne by the losing party or in such
proportions as the arbitrator shall conclusively decide.
19.9 No Waiver. No failure by either Consultant or TFAC to
insist upon the strict performance by the other of any covenant, agreement,
term or condition of this Agreement or to exercise the right or remedy
consequent upon a breach thereof shall constitute a waiver of any such
breach or of any such covenant, agreement, term or condition. No waiver of
any breach shall affect or alter this Agreement, but each and every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.
19.10 Time of the Essence. Time is of the essence of this
Agreement, and each provision hereof.
19.11 Counterparts. The parties may execute this Agreement
in two (2) or more counterparts, which shall, in the aggregate, be signed
by both parties, and each counterpart shall be deemed an original
instrument as to each party who has signed by it.
19.12 Attorney's Fees and Costs. In the event that suit be
brought hereon, or an attorney be employed or expenses be incurred to
compel performance the parties agree that the prevailing party therein be
entitled to reasonable attorney's fees.
19.13 Governing Law. The formation, construction, and
performance of this Agreement shall be construed in accordance with the
laws of Nevada.
19.14 Notice. Any notice, request, demand or other
communication required or permitted hereunder or required by law shall be
in writing and shall be effective upon delivery of the same in person to
the intended addressee, or upon deposit of the same with an overnight
courier service (such as Federal Express) for delivery to the intended
addressee at its address shown herein, or upon deposit of the same in the
United States mail, postage prepaid, certified or registered mail, return
receipt requested, sent to the intended addressee at its address shown
herein. The address of any party to this Agreement may be changed by
written notice of such other address given in accordance herewith and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.
<PAGE>
IN WITNESS WHEREOF, the parties have entered into this Agreement on
the date first above written.
CONSULTANT:
DATE: 7/23/99
By: /s/ Adam Abramavitch
Adam Abramavitch
TWIN FACES EAST ENTERTAINMENT CORPORATION
DATE: 7/23/99
By: /s/ Stanley Teeple
Stanley Teeple
<PAGE>
EXHIBIT 10-C
RETAINER AGREEMENT
THIS AGREEMENT made by and between SPERRY YOUNG & STOECKLEIN
("Attorney") and TWIN FACES EAST ENTERTAINMENT CORPORTATION ("Client").
Whereas, Client desires to retain Attorney to assist the Company in
its corporate endeavors, analyze and/or prepare any needed agreements and
to act as Securities Counsel to the Company.
Whereas, Attorney has agreed to so represent Client in accordance with
the terms and conditions of this Retainer Agreement, (hereinafter
"Retainer").
Now, Therefore, the parties agree as follows:
1. That commencing as of the date of this Agreement, Attorney shall
represent Client in the aforementioned capacity. It is understood between
Client and Attorney that any opinions relating to Nevada law shall be
opinioned by outside counsel licensed to practice in the state of Nevada.
Attorney is licensed to practice in the state of California and will not
represent Client as to actions or activity specifically related to Nevada
law.
2. The Client and Attorney shall forthwith agree upon a timetable
for the completion of Client's desired business plan, and all other steps
necessary to effectuate the Client's compliance with all applicable Federal
Securities Laws.
3. It is understood and agreed between Attorney and Client that all
documents and other information relating to the Client's affairs will be
made available upon request to Attorney at the Attorney's offices.
The Client will furnish Attorney at the earliest practicable date a
business plan showing projected cash flow (or deficiencies) covering a five-
year period.
4. The fee arrangement shall be on a per item basis or at a rate of
$250 per hour, such fee will be agreed upon between Client and Attorney
prior to any commencement of work. If for any reason Client cannot pay
Consultant in cash, Client may pay Attorney with shares of Common Stock.
Such Shares will have to be registered with the Securities and Exchange
Commission via Form S-8, or other applicable Form of registration, prior to
the delivery of the Common Stock to the Attorney. The amount of such
shares received will be on a agreed upon amount between the Client and
Attorney.
5. In addition to fees, Client shall reimburse Attorney for all
costs and reasonable out-of-pocket expenses incurred in connection with
Attorney's duties.
<PAGE>
6. Client agrees to indemnify and hold harmless Attorney against any
and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act or any other statute
or at common law and to reimburse Attorney for any legal or other expenses
(including the cost of any investigation and preparation) incurred by them
in connection with any litigation, whether or not resulting in any
liability, but only insofar as such losses, claims, damages, liabilities
and litigation arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any documents
which were supplied to Attorney, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any untrue statement or
alleged untrue statement of a material fact contained in the documents (as
amended or supplemented if the Company shall have filed with the Securities
and Exchange Commission, or the State of Nevada, any amendments thereof or
supplements thereto), or the omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided. Attorney agrees within twenty days after the receipt by Attorney
of written notice of the commencement of any action against Attorney to
notify the Client in writing of the commencement thereof. The failure of
the Attorney so to notify the Client of any such action shall relieve the
Client from any liability which it may have to the Attorney.
7. This Agreement may be terminated by the Client by written notice
to Attorney, at which time Attorney shall have no further obligation to
Client. This Agreement may be terminated by Attorney by written notice to
Client, in the event Attorney determines that the information being
provided by Client to Attorney, in the preparation of the Registration, is
intentionally misleading or an omission of a material fact.
In Witness Whereof, the parties executed this Retainer Agreement as of
the day set forth below.
Date: 6/1/99
CLIENT:
/s/ Stanley Teeple
Stanley Teeple
Twin Faces East Entertainment Corporation
ATTORNEY:
/s/ Donald J. Stoecklein
Donald J. Stoecklein, Esq.
Sperry Young & Stoecklein
<PAGE>
EXHIBIT 10-D
FEE SPLITTING DISCLOSURE AND CONSENT
DISCLOSURE AND CONSENT
1. Sperry Young & Stoecklein ("SY&S") was retained by Twin Faces East
Entertainment Corporation (the "Company") to assist the Company in its
corporate endeavors, analyze and/or prepare any needed agreements and to
act as Securities Counsel to the Company.
2. The representation is under the terms of a written agreement that
provides, among other things, that the fee for the services will be on a
per item basis or hourly rate, to be determined between the Company and
SY&S. (A copy of the agreement is attached as an exhibit hereto.)
3. SY&S desires to compensate Anthony N. DeMint, an employee of SY&S,
with a bonus of 5,000 shares of Common Stock of the Company, which is to be
paid to SY&S for its services.
4. SY&S and the Company have mutually agreed that it would be in the best
interest to all parties, if the Company were to issue the stock directly to
Anthony N. DeMint and such amount of stock to be subtracted from the stock,
which is to be paid to SY&S for services performed.
Date: 8/12/99
Sperry Young & Stoecklein
/s/ Donald J. Stoecklein
Donald J. Stoecklein, Esq.
/s/ Anthony N. DeMint
Anthony N. DeMint
I understand the terms of this Agreement and consent to the
association and fee splitting and the direct issuance of Common Stock to
Anthony N. DeMint.
Twin Faces East Entertainment Corporation
/s/ Stanley Teeple
Stanley Teeple
