UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For the quarter ended March 31, 2000 Commission file number 000-25415
Twin Faces East Entertainment Corporation
(Exact name of registrant as specified in its charter)
Nevada 22-3374562
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 E. Flamingo Rd., Suite 111-A
Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
(702) 866-5858
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
Yes No X
As of May 9, 2000, there were 4,484,349 shares of common stock outstanding.
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheet as of March 31, 2000 3
Statement of Stockholders' Equity
for the three months ending March 31, 2000 4
Income Statement for the three months
ending March 31, 2000 and March 31, 1999 5
Statement of Cash Flow for the three months 6
ending March 31, 2000 and March 31, 1999
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7-10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults by the Company upon its
Senior Securities 9
Item 4. Submission of Matter to a Vote of
Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports of Form 8-K 10
SIGNATURES 11
<PAGE>
<TABLE>
TWIN FACES EAST ENTERTAINMENT CORPORATION
BALANCE SHEET AS OF
MARCH 31, 2000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASSETS
March 31, March 31,
2000 1999
<S> <C> <C>
Current Assets
Regular Checking Accounts $2,534 $ 4,455
----------- -----------
Total Current Assets 2,534 4,455
----------- -----------
Property and Equipment
Equipment 1,029 1,029
----------- -----------
Total Property and Equipment 1,029 1,029
----------- -----------
Other Assets - -
----------- -----------
Total Assets $3,562 $5,484
=========== ===========
</TABLE>
<TABLE>
LIABILITIES AND CAPITAL
<S> <C> <C>
Current Liabilities
Accrued Salary $394,248 $ 180,800
Accrued Expenses 63,774 17,900
Stockholders' advances 212,810 48,862
----------- -----------
Total Current Liabilities 670,832 247,562
Long-Term Liabilities - -
----------- -----------
Total Liabilities 670,832 247,562
----------- -----------
Capital
Common Stock 4,484 3,465
Paid-in Capital 420,218 144,412
Retained Earnings (943,361) (291,749)
Net Income (148,611) (98,207)
----------- -----------
Total Capital (667,270) (242,078)
----------- -----------
Total Liabilities and Capital $3,562 $ 5,484
========== =============
</TABLE>
<PAGE>
<TABLE>
TWIN FACES EAST ENTERTAINMENT CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDING MARCH 31, 2000
Common Stock Additional Accumulated
Paid-In Deficit
Capital
Shares Par
Value
-------- ------ -------- ---------
<S> <C> <C> <C> <C>
Balance 12-31-99 4,384,349 4,384 420,319 (943,637)
Shares Issued To:
Officer/Directors for
services
Consultants for services 100,000 100
Cancelled Shares
Other cash
Offering Costs
Net (loss)
--------- ------ --------- -----------
Balance 3-31-00 4,484,349 4,484 420,319 (943,637)
========= ====== ========= ===========
</TABLE>
<PAGE>
<TABLE>
TWIN FACES EAST ENTERTAINMENT CORPORATION
INCOME STATEMENT
FOR THE THREE MONTHS ENDING MARCH 31, 2000 AND MARCH 31, 1999
March 31, March 31,
2000 1999
<S> <C> <C>
Revenues
Finance Charge Income 28 71
--------- ----------
Total Revenues 28 71
---------- ----------
Cost of Sales - -
---------- ----------
Total Cost of Sales - -
---------- ----------
Gross Profit 28 71
---------- ----------
Expenses
Total Expenses 148,639 98,277
---------- ----------
Net Income (Loss) (148,611) (98,207)
========== ==========
</TABLE>
<PAGE>
<TABLE>
TWIN FACES EAST ENTERTAINMENT CORPORATION
STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDING MARCH 31, 2000 AND MARCH 31, 1999
March 31, March 31,
2000 1999
<PAGE> <C> <C>
Cash Flows from operating activities
Net Income (Loss) (148,611) $ (98,207)
Adjustments to reconcile net income to net
cash 71
provided by operating activities
Accrued Salary 107,000 48,000
Accrued Expenses 2,125 17,900
Stockholders' advances 39,514 9,114
---------- ------------
Total Adjustments 148,639 75,014
----------- ------------
Net Cash provided by Operations 28 (23,193)
----------- ------------
Cash Flows from investing activities Used For
Net cash used in investing - -
----------- ------------
Cash Flows from financing activities
Proceeds From
Common Stock 100 54
Paid-in capital (100) 22,016
----------- -----------
Net cash used in financing - 22,070
----------- -----------
Net increase (decrease) in cash $28 $ (1,123)
=========== =============
Summary
Cash Balance at End of Period $2,534 $ 4,455
Cash Balance at Beginning of Period (2506) (5,578)
=========== =============
Net Increase (Decrease) in cash $28 $ (1,123)
=========== =============
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes thereto contained elsewhere
in this filing.
Overview
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 have been plagued with insufficient capital from formation. This
lack of capital has prevented the Company from developing its product base
which is essentially the production and marketing of films and related
products.
Business of the Company
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.
"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.
<PAGE>
Properties for Future Development
In addition to the Einstein film, and Pages From a Rabbit Journal, the
Company has acquired, from Dr. Smolanoff, various other entertainment books
and programming. We plan to release these other products as our business
expands and cash flows are adequate to launch new products. We have not
established definitive time frames or costs of launching these new products.
"Hidden Treasures of the World"T. This is a series of one hour, made for
television, specials showcasing specific geographic locations in the world
where billion dollar plus treasure discoveries were made. The first
documentary "St. Lavra" from Kiev Russia is complete and ready for
distribution.
"Jungle Bunch"T. "The Adventures of the Jungle Bunch"T is a children's
story for animation that follows the adventures of five young animals
searching for their families. These five babies are brought together as a
result of a terrible storm, which separates them from their families. It is
a continuing series that focuses on the concept of teamwork, which is
somewhat unique in the children's story. This teaches our children in an
entertaining and receptive environment to overcome their differences and work
together for a common goal. This series is made for television and home video
placement.
"Bixbee"T. This is an animated CD ROM game that could easily evolve into
a television special. Your child can be scanned into this interactive
program for fun and adventures with "Bixbee"T.
"The Town That Arrested Santa Claus"T. A fully illustrated children's
story with a merry cast of Christmas characters in the newly discovered
village of Forgottenville. Children of all ages will delight in this unique
classic tale, rich with the true meaning and tradition of Christmas. Santa
and Forgottenville's citizens are almost tricked by Dr. S., until a young
child comes to Santa's rescue. This is anticipated to become a Christmas
classic and will be available in book, audio cassette and to become a
television animated special.
"A Real Man". A script written by Johnnie King to be produced by the
Company.
Results of Operations for the three months ended March 31, 2000 and March 31,
1999
Total operating expenses from continuing operations were $148,639 for
the three months ended March 31, 2000 compared to $98,207 for the three
months ended March 31, 1999. Utilizing an average daily calculation of
operating expenses of $1,633 for the period ending March 31, 2000, and an
average daily calculation of operating expenses of $1,091 for the period
ending March 31, 1999, this represented a 33% increase in average daily
operating expenses.
The increase in expenses was primarily the result of the Company
increasing Salaries expenses and legal and professional expenses during the
period ending March 31, 2000. The legal and professional expenses were
primarily the result of the Company's preparation and filing requirements
with the Securities and Exchange Commission.
<PAGE>
Forward-Looking Statements and Associated Risks
This Quarterly Report on Form 10-QSB contains forward-looking statements
made pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. These forward looking statements are based largely on
the Company's expectations and are subject to a number of risks and
uncertainties, many of which are beyond the Company's control, including, but
not limited to, economic, competitive and other factors affecting the
Company's operations, markets, products and services, expansion strategies
and other factors discussed elsewhere in this report and the documents filed
by the Company with the Securities and Exchange Commission. Actual results
could differ materially from these forward-looking statements. In light of
these risks and uncertainties, there can be no assurance that the forward-
looking information contained in this report will in fact prove accurate.
The Company does not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.
Liquidity and Capital Reserves
As of March 31, 2000 and March 31, 1999 (Unaudited)
As of March 31, 1999, the Company's assets were $3,562 and its
liabilities were $670,832, resulting in an deficit of assets of ($667,269).
Cash was $2,534 at March 31, 2000 as compared to cash of $4,455 on March 31,
1999, a decrease of $893. This represented a 20% decrease in available cash.
This decrease was primarily the result of an increase in operating expenses.
The Company has continued to fund its deficit cash flow from private
placements of the Company's common stock. It is anticipated that loans and
the sale of the Company's stock will continue until such time as the Company
generates sufficient revenues from its operations to cover operating
expenses.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
On November 22, 1999, Twin Faces East Entertainment Corporation filed a
complaint against Daniel Covell in the U.S. District Court, District of New
Jersey.
Item 2. Changes in Securities.
None.
Item 3. Defaults by the Company upon its Senior Securities.
None.
<PAGE>
Item 4. Submission of Matter to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8--K.
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TWIN FACES EAST ENTERTAINMENT CORPORATION
(Registrant)
By:/s/ Michael Smolanoff By:/s/ Stan Teeple
Michael Smolanoff Stan Teeple
CEO, President Secretary/ Treasurer
Date: May 9, 2000 Date: May 9, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,534
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,534
<PP&E> 1,029
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,562
<CURRENT-LIABILITIES> 670,832
<BONDS> 0
0
0
<COMMON> 4,484
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,562
<SALES> 0
<TOTAL-REVENUES> 28
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (148,611)
<INCOME-TAX> (148,611)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (148,611)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
