U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-26801
AMALGAMATED ENTERTAINMENT, INC.
(Name of Small Business Issuer in its Charter)
Delaware 87-0633630
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
None; Not Applicable
(Former name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)
Check whether the Issuer has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a Plan confirmed by a court. Yes_____ No ______
None; not Applicable.
<PAGE>
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
September 30, 1999
Common Voting Stock
2,538,645
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following pages, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has entered into a contract with Juvenile Prep, a pin-hooking
company in California that specializes in the purchasing, training and resale of
Thoroughbreds. The Company has purchased approximately a 2% interest in Juvenile
Prep's recent purchase of 12 to 15 Thoroughbred's for a total cost of
$1,000,000. The Company paid $20,000 for this interest and will be responsible
for 2% of acquisition and sale expenses; estimated to be $2,000 to $3,000. The
Company will not be responsible for any of the operations associated with
maintaining or selling of the Thoroughbred's and the Company will not have cash
until such time as the Thoroughbred's are sold.
<PAGE>
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
- ------------------------
None; not applicable.
Item 2.Changes in Securities.
- -----------------------------
On September 13, 1999 the Company forward split its issued and outstanding
on a basis 2.5 for 1. A copy of the Articles of Amendment to the Articles of
Incorporation is incorporated herein and attached hereto. See Item 6.
Item 3.Defaults Upon Senior Securities.
- ---------------------------------------
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
- -----------------------------------------------------------
No matter was submitted to a vote of security holders of the Company during
the period covered by this Report.
Item 5.Other Information.
- -------------------------
Effective October 6, 1999, the Company acquired 100% of the outstanding
securities of MegaMedia Networks, Inc., a Nevada corporation ("MegaMedia"), in
exchange for 10,461,367 post-split shares of teh Company's Common stock
("restricted securities"). An 8-K Current Report dated October 6, 1999, will be
filed with the Securites and Exchange Commission on or before October 21, 1999,
reporting the transaction.
MegaMedia specializes in provided internet access to on-demand and/or live,
pay-per-view events, music, videos, concerts and services over the internet.
Item 6.Exhibits and Reports on Form 8-K.
- ----------------------------------------
(a)Exhibits.*
Articles of Amendment to the Articles of Incorporation, as filed on
September 13, 1999, effecting a forward split on the basis of 2.5 for 1.
(b)Reports on Form 8-K.
None; Not Applicable
(c) Documents Incorporated by Reference
None; Not Applicable
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission and are incorporated herein by this reference.
<PAGE>
<TABLE>
<CAPTION>
AMALGAMATED ENTERTAINMENT, INC.
BALANCE SHEETS
September 30, 1999 and December 31, 1998
9/30/99 12/31/98
---------------- ----------------
[Unaudited]
<S> <C> <C> <C> <C>
ASSETS
Assets
Cash $ 3,268 $ 0
Yearlings 20,000
---------------- ----------------
Total Assets $ 23,268 $ 0
================ ================
LIABILITIES & STOCKHOLDERS' DEFECIT
Current Liabilities:
Loans from Stockholders $ 2,311 $ 0
---------------- ----------------
Total Liabilities $ 2,311 $ 0
================ ================
Stockholders' Deficit
Preferred stock, $.01 par value;
authorized 1,000,000 shares; issued and
outstanding, 0 - shares
Capital Stock--25,000,000 shares authorized
having a par value of $0.01 per share;
2,538,645 shares issued and outstanding 25,386 44,989
Paid-in Capital 1,266,661 1,220,790
Accumulated Deficit (1,271,090) (1,265,779)
---------------- ----------------
Total Stockholders' Defecit 20,957 0
---------------- ----------------
Total Liabilities and Stockholders Defecit $ 23,268 $ 0
================ ================
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 1998 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>
AMALGAMATED ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
------------------- ------------------- ------------------- -------------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Revenue from Operations $ 0 $ 0 $ 0 $ 0
------------------- ------------------- ------------------- -------------------
Total Revenue 0 0 0 0
General and Administrative Expenses 0 0 5,311 367
------------------- ------------------- ------------------- -------------------
Net Income Before Taxes $ 0 $ 0 $ (5,311) $ (367)
=================== =================== =================== ===================
Income/Franchise Taxes 0 0 0 100
Net Loss $ 0 $ 0 $ (5,311) $ (467)
Loss Per Share $ 0 $ 0 $ (0.01) $ (0.01)
=================== =================== =================== ===================
Weighted Average Shares Outstanding 1,269,318 2,999,288 1,845,974 2,999,288
=================== =================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMALGAMATED ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/99
--------------- ---------------- ---------------- --------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
Net Loss $ 0 $ 0 $ (5,311) $ (467)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for forgiveness of debt 0 0 3,000 0
Increase/(Decrease) in Loans from Shareholder 0 0 2,311 467
------------- ------------- ------------- -------------
Net Cash used for Operating Activities 0 0 0 0
============= ============= ============= =============
Cash Flows Used By Investing Activities
Purchased Investment in Juvenile Prep $ (20,000) 0 (20,000) 0
------------- ------------- ------------- -------------
Net Cash Used for Operating Activities (20,000) 0 (20,000) 0
============= ============= ============= =============
Cash Flows Provided by Financing Activities
Issued Stock for Cash 0 0 23,268 0
------------- ------------- ------------- -------------
Net Cash Provided by Financing Activities 0 0 0 0
============= ============= ============= =============
Net Increase in Cash (20,000) 0 3,268 0
Beginning Cash Balance 23,268 0 0 0
Ending Cash Balance 3,268 0 3,268 0
============= ============= ============= =============
</TABLE>
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.
AMALGAMATED ENTERTAINMENT, INC.
Date: 10-5-99 By/S/ James Doolin
James Doolin, Director and President
Date: 10-5-99 By/S/ Travis Jenson
Travis T. Jenson, Director and Vice President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMALGAMATED ENTERTAINMENT, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Amalgamated Entertainment, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended
by adopting the following amendment authorized by directors'
resolution and the written consent of the majority shareholders of the
Corporation who own 800,000 of the 1,015,453 shares outstanding common
stock of the Corporation.
RESOLVED, that the Company effect a forward split of its outstanding voting
securities on a basis of 2.5 for 1, effective as of the date of filing
with the State of Delaware, while retaining the current authorized
capital and par value, with appropriate adjustments in the stated
capital and capital surplus accounts; provided, that all fractional
shares shall be rounded up to the nearest whole share, and that these
shares for rounding to the nearest whole share shall be provided by
the Corporation, to become effective as of the filing date of the
Certificate of Amendment with the State of Delaware; and
3. The Amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with provisions of Section 228 and 242
of the General Corporation Law of the State of Delaware.
The effective time of the amendment herein certified shall be the date
of filing with the Secretary of State of the State of Delaware.
Signed on /S/ 9/11/99 /S/ JAMES P. DOOLIN
James P. Doolin
President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001085086
<NAME> Amalgamated Entertainment, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 3,268
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,268
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,268
<CURRENT-LIABILITIES> 2,311
<BONDS> 0
0
0
<COMMON> 25,386
<OTHER-SE> (4,429)
<TOTAL-LIABILITY-AND-EQUITY> 23,268
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
