SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 8th, 2000
Date of Report
(Date of Earliest Event Reported)
UNCOMMON MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
33 West 54th, 2nd floor, New York, NY 10019
(Address of principal executive offices)
(212) 956-1494
Registrant's telephone number
FLORIDA 65-0911072
(State of Incorporation) (IRS Employer Identification
No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Share Purchase Agreement (the "Agreement")dated as
ofDecember 8th, 2000 between Uncommon Media Group Inc., a
Nevada corporation, and IJC Ventures Corp., a Florida Corporation, IJC
exchanged 19,200,000 shares of its restricted common stock for each share
representing all of the outstanding capital stock or ownership of Uncommon
Media. The 19,200,000 shares represents 64% of the stock of IJC Ventures.
There are currently 29,821,000 shares outstanding in the Company.
The Agreement was adopted by the unanimous consent of the Board
of Directors of IJC Ventures on Friday, December the 8th, 2000.
Further to this agreement, on December 12th, 2000, the Company
filed an amendment to it's articles to change the name from IJC
Ventures Corp. to Uncommon Media Group, Inc.
The previous officers of IJC Ventures, pursuant to the
agreement with Uncommon Media Group., Inc., have resigned and new
officers and directors have been appointed. (See "Management")
A copy of the Agreement is filed as an exhibit to this Form 8-K
and is incorporated in its entirety herein. The foregoing description
is modified by such reference.
(b) The following table contains information regarding the
shareholdings of Uncommon Media Group's current directors and executive
officers and those persons or entities who beneficially own more than
5% of its common stock (giving effect to the exercise of the warrants
held by each such person or entity):
<TABLE>
Name Amount of Common Percent of Common
and Position Stock Beneficially Stock Beneficially
Owned Owned
<S> <C> <C>
Lawrence Gallo 9,200,000 31%
President/CEO/Director
Mitchell Sandler 5,000,000 17%
Vice President/Director
Gustavo Rodriguez 5,000,000 17%
Secretary/Director
</TABLE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a Share Purchase Agreement (the "Agreement") dated as of
December 8th, 2000 between Uncommon Media Group Inc., a Nevada
corporation, and IJC Ventures Corp., a Florida Corporation, IJC
exchanged 19,200,000 shares of its restricted common stock for each
share representing all of the outstanding capital stock or ownership of
Uncommon Media. The 19,200,000 shares represents 64% of the stock of
IJC Ventures. There are currently 29,821,000 shares outstanding in the
Company.
Executive Summary
Uncommon Media Group inc. (the "Company"-UMGi) is the result of a newly
formed concept in media; a comprehensive program known as "Crossover
Media". UMGi will provide "Crossover Media" solutions and services to
traditional advertisers, consumers and suppliers by using a combination
of new economy tools, software and real-time Internet interaction. UMGi
will provide targeted marketing campaigns for advertisers, interactive
Internet sessions with multilingual capabilities for consumers and
suppliers and provide "Market Metrics" for advertising and supplier
analysis. This model will provide strong revenue flows on both inbound
and outbound inquires and transactions for UMGi. The result for UMGi's
clients will be a targeted consumer demographic of the highest
qualification, instant access to the world of E-commerce shopping and
full market intelligence reporting capabilities that are used for
additional "Crossover's" selling. UMGi utilizes the CMGI model for the
development and delivery of these media offerings and may be the first
"Media Incubator" model to be announced in the marketplace.
Through a variety of both traditional and non-traditional methods, the
Company will interconnect content, advertising, transaction processing
and demographic reporting. To accomplish this goal, the Company will
acquire and develop a variety of businesses, develop strategic
alliances and e-commerce strategies. The company is setting up
specific entertainment and advertising subsidiaries to better position
the Company's entrance into the Crossover Media arena and the new
economy.
Company or Business Summary
Founded in September 2000 as a Nevada corporation with offices in New
York City, the company will grow into a world leader in the
distribution of interactive CD Roms. The company will distribute its
Uncommon CD's via a network of well-established publications targeting
specific demographic audiences. The company will compile specific
databases for each publication's readership through the use of
permissive marketing. Information compiled will the be made available
to advertisers of each specific CD Rom. Through it's subsidiaries the
company will also create specialized events, catalogue content for
future distribution, help create new avenues of marketing for
advertisers, internet and entertainment companies. The company is
becoming well established, and seeking financing. The major challenges
facing the firm are:
Establishing barriers to entry (establishing dates in several
publications, entering into agreements with content providers of music,
fashion and film, as well as begin to catalogue and matrix marketing
intelligence.
The company intends to respond to these challenges by immediately
entering into insertion agreements with several key publications,
creating a well trained sales force to help meet the challenges and
needs of our advertisers, enhance relationships with entertainment
companies, developing a network of servers for marketing intelligence,
creating a database portal and producing high-quality interactive CD
Roms and advertising tools differentiated by careful orchestration of
the marketing mix.
Overview
The Internet and the New Economy has provided an opportunity for
companies to construct a virtual business model without the traditional
"Brick and Mortar" underpinnings of old. UMGi leverages this strategy
by connecting the traditional with the virtual, producing a new
entertainment and advertising model while obtaining strategic marketing
intelligence. The combination of these strategies creates a powerful e-
commerce platform and allows for the future development and integration
of tomorrow's ever changing technologies. To construct our business
model, the Company has identified these components to create the
virtual platform.
Business History
Lawrence Gallo founded the business in September 2000 along with
partners Mitchell Sandler and Gus Rodriguez. Mr. Gallo discovered an
opportunity to supply subscribers of specific demographic magazines
with high-quality interactive CD Roms produced with rich media content
mirroring each specific publication's own content. While providing
advertisers the opportunity to present their products in a multi
dimensional manner as well as interact directly with targeted consumers
while also collecting marketing intelligence. Prior to starting the
business, Mr. Gallo investigated the opportunity and confirmed that
this market was not being served efficiently. The interactive CD's also
presented a unique opportunity to help market music by presenting new
and established artist on the CD Rom as part of the Disc's content and
compiling data concerning interest in these artist directly from music
consumers. The prospect of this new method of marketing has been
received in a very positive manner by well established record companies
such as Atlantic Records, Arista Records, Interscope Records and
several others.
In October Bruce Magown joined as a Advisor to the company. Mr.
Magown's background with Netscape, AOL and Sun brings to the company
experience and understanding of the technological needs the company
faces at present and in the future. Mr. Magown is currently working
closely with Mr. Sandler to establish barriers of entry by creating a
portal that will become the information hub of all data and marketing
intelligence collected as a result of distributions made through
publications and other sources. Mr. Magown who serves as president of a
technology company called KNOA also brings a strategic alliance between
the two companies. KNOA is a company that has a proprietary technology
that enables websites and CD Roms to become multilingual with the click
of a button. The strategic alliance will enable the Interactive CD Roms
to immediately become user friendly in several languages. This alliance
helps open the global market for the use of interactive CD's and global
E-Commerce as an immediate strategy.
The company has also entered into an agreement with the World Wrestling
Federation to distribute CD Roms in their magazines. The company is
also entering into an agreement to produce an event in conjunction with
the WWF and other major sponsors billed as the WWF Battle of the Bands.
This event will take place over the course of the year 2001 and will
include the participation of 100 radio stations across the U.S., the
WWF and a top tiered sponsor. Uncommon Media will benefit greatly from
the exposure related to such an event and will generate revenues from
advertising publishing, content, merchandising and corporate sponsors.
The company wisely understood that its customers were purchasing
service, convenience, and reliability as much as they were pleased with
the quality of the products and services. As a result, the company
invested heavily in customer service.
UncommonCD and National publications are a powerful marketing tool to
meet the needs of companies that use the Internet as part of their
sales and marketing efforts. By inserting CD-ROM's into popular
consumer magazines, UncommonCD is able to deliver uniquely designed
advertising content, products and messages to millions of targeted web
users. The Company's Internet CD ROMS feature "full motion media
videos, infomercials, showrooms, contests, prizes, web site links, and
a rotating selection of brand name products and services. UncommonCD
can also demo software programs and video games without tedious
downloading.
UncommonCD's innovative marketing plan targets consumers by a variety
of demographic matrixes, age, gender, income, geographies, language,
economic history and other previously collected intelligence on the
targeted consumers. A test market CD-ROM disc was released in April as
an out-sert in 125,000 (target: upper-income, computer owners, new car
buyer) issues of Road & Track magazine (May issue). Of the 125,000
readers who received the Custom CD, Hachette estimated roughly 38%
actually viewed the CD based upon our registrants for our contest.
Each registrant provided their name, address, phone number, D.O.B, e-
mail address and in many cases answered survey questions to increase
their chances of winning. Each question was tailored to the
advertisers desired information. This marketing intelligence was
immediately available to the advertiser through our designated website.
Each advertiser was given a pin number for remote 24/7 access to the
collected information over the Internet during the allotted collection
cycle, Enabling marketing departments to follow upon with captivated
consumers the very same day.
UncommonCD has a variety of projects under development. The company
has outsert orders with major national publications and local
government agencies. To fulfill their content needs the company has
secured either strategic alliances or JV status with major music, media
and entertainment companies.
Competition
The inherent nature of the CD-Rom's capability make it a widely used
medium. Our uncommon approach utilizing all of these technological
platforms and formats in a collective package to entertain, inform,
correlate data, and deliver captive consumers to traditional brick and
mortar outlets, while also driving E-commerce is a unique model.
Uncommon CD has tapped previously uncharted territory to provide
businesses with what they expect in today's wired society, specifically
honed information on their exact requested demographics, available 24/7
from their own desktop. To our knowledge no other media company or
advertising agency is delivering an unbiased package combining many
companies and products in the same arena. We have a patent pending on
our proprietary code.
UncommonMusic.com
UncommonMusic.com combines traditional music "brick & mortar"
distribution with the efficiencies of the Internet. Through web
integration, UncommonMusic.com will become a leading provider of
entertainment content and downloadable music. UncommonMusic.com is the
only Internet music model to provide the artist a complete development
strategy, up to and including the major labels. The Company
accomplishes this by combining the Internet, Custom CD Authoring,
UncommonMusic.com web site, major record labels, sponsorships of
Fortune 500 companies and related advertising to complete the launch,
distribution and commercialization of the artist and entertainment
content.
UncommonMusic.com will be an online entertainment network, providing
entertainment through extensive and exclusive music content, community
features and e-commerce services. The Web site, UncommonMusic.com, is
a "one-stop-shop" designed to appeal to a broad spectrum of music fans
by covering a wide range of genres, from urban to rock to classical.
It will also provide not only to advertisers and retailers, but also
the major labels with an attractive channel to reach consumers across
both broad and targeted demographic groups (i.e., country fans to urban
hip-hop fans). We generate revenue from a number of sources, including
advertising, sponsorships, promotions, e-commerce and content
syndication. Our proprietary content will be channeled from new
artists and established acts that will drive traffic to the site.
Through the joint development of UncommonMusic.com and Custom CD
Authoring, the Company will rollout this digital business model and its
related e-commerce functions.
UncommonMusic.com services include:
Executive Site Producer
Develops website concept and strategy with the artist, artist manager
and record company.
Secures web developer, oversees site budget, site design, construction
and development
Site Management
Manages day-to-day online relationship between artists and fans
Handle artist and website e-mail inquiries
Updates and maintains website content
Database management, acquisition and utilization
Detailed website statistics and site traffic analysis
Develops website strategic alliances on behalf of the artist
Sets up and manage artist's e-mail accounts
Online Marketing and Promotion
UncommonCD is a unique CD-ROM/Internet technology and marketing model,
which makes it fast and easy to review and visit an advertiser's web
site. From Fortune 500 companies to medium-sized businesses,
UncommonCD provides an economical and targeted methodology for web site
advertising. The UncommonCD concept represents a new and exciting sales
format for advertisers that leverages the interactive nature of the
Internet with other types of media presentations.
Online business development
Integrate artist online/offline strategies
Drive awareness, traffic, sales and data-capture
Content syndication
Database acquisition and utilization strategies
Digital distribution of music and videos
High-profile cross media promotions and contests
Grass-roots postings
Search engine registration
Link strategies
Live Internet events (webcasts, chats, interviews, etc.)
Concert Ticketing promotions
Cross media promotions (online and offline)
Online research campaigns
Online listening parties
Pre-order campaigns and strategies
Secure online alliances with radio stations, video channels and other
promotional vehicles
Leverage UMGi's powerful client and partner relationships to bolster
overall marketing campaign
Develop strategic internet alliances for artists, music companies and
consumer brands
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE INTENDED TO BE COVERED BY
THE SAFE HARBORS CREATED THEREBY. ALL STATEMENTS, OTHER THAN STATEMENTS
OF HISTORICAL FACT, INCLUDED IN THIS PROSPECTUS THAT ADDRESS
ACTIVITIES, EVENTS OR DEVELOPMENTS THAT WE EXPECT, BELIEVE OR
ANTICIPATE WILL OR MAY OCCUR IN THE FUTURE ARE FORWARD-LOOKING
STATEMENTS. INVESTORS ARE CAUTIONED THAT ALL FORWARD- LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, OUR ABILITY TO MAINTAIN OR INCREASE THE DISTRIBUTION OF
UNCOMMON CD'S, THE ABILITY TO INCREASE UNCOMMON MEDIA GROUP'S
ADVERTISING REVENUES, CHANGES IN COSTS OF PROGRAMMING, AND MEDIA
REGULATORY MATTERS, AS WELL AS GENERAL MARKET CONDITIONS AND
COMPETITION. FUTURE EVENTS AND ACTUAL RESULTS, FINANCIAL AND OTHERWISE,
COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN OR CONTEMPLATED BY
THESE FORWARD-LOOKING STATEMENTS. ALTHOUGH WE BELIEVE THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN
ARE REASONABLE, ANY OF THESE ASSUMPTIONS COULD BE INACCURATE AND,
THEREFORE, WE CANNOT ASSURE YOU THAT THE FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS WILL PROVE TO BE ACCURATE. IN LIGHT OF THE
SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS
INCLUDED HEREIN, INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED
AS A REPRESENTATION BY US OR ANY OTHER PERSON THAT OUR OBJECTIVES AND
PLANS WILL BE ACHIEVED.
GENERAL
Uncommon Media Group inc. is the result of a newly formed concept in
media; a comprehensive program known as "Crossover Media". Uncommon
Media Group will provide "Crossover Media" solutions and services to
traditional advertisers, consumers and suppliers by using a combination
of new economy tools, software and real-time Internet interaction.
Uncommon Media Group will provide targeted marketing campaigns for
advertisers, interactive Internet sessions with multilingual
capabilities for consumers and suppliers and provide "Market Metrics"
for advertising and supplier analysis. This model will provide strong
revenue flows on both inbound and outbound inquires and transactions
for Uncommon Media Group. The result for Uncommon Media Group's
clients will be a targeted consumer demographic of the highest
qualification, instant access to the world of E-commerce shopping and
full market intelligence reporting capabilities that are used for
additional "Crossover's" selling.
We plan to grow into a world leader in the distribution of interactive
CD Roms. The company will distribute its Uncommon CD's via a network of
well-established publications targeting specific demographic audiences.
The company will compile specific databases for each publication's
readership through the use of permissive marketing. Information
compiled will the be made available to advertisers of each specific CD
Rom. Through it's subsidiaries the company will also create specialized
events, catalogue content for future distribution, help create new
avenues of marketing for advertisers, internet and entertainment
companies.
ESTABLISHING BARRIERS TO ENTRY
Establishing dates in several publications, entering into agreements
with content providers of music, fashion and film, as well as beginning
to catalogue and matrix marketing intelligence. The company intends to
respond to these challenges by immediately entering into insertion
agreements with several key publications, creating a well trained sales
force to help meet the challenges and needs of our advertisers, enhance
relationships with entertainment companies, developing a network of
servers for marketing intelligence, creating a database portal and
producing high-quality interactive CD Roms and advertising tools
differentiated by careful orchestration of the marketing mix.
LIQUIDITY AND CAPITAL RESOURCES
We believe that additional capital will be required, along with
anticipated revenues from operations, to fund our operations for the
next 12 months. We anticipate that the required funding will be made by
several sources, although we cannot assure that the necessary funding
will become available. Further, required amounts of funding will be
impacted in part by the level of revenues achieved. We will likely
issue additional shares of our common stock to meet our anticipated
capital requirements.
RESULTS OF OPERATION
Established in September of 2000 we have had no revenue streams to
date. We anticipate first revenues being booked within the second
quarter of 2001.
OPERATING EXPENSES
The companies primary expense categories will include rent, production
and authoring of CD Rom's, salaries, independent contractors, insertion
orders, audit and legal.
PROPERTIES
Our headquarters are located in New York City. We intend to organize a
London branch, to operate as a party to our activities in Europe. We
lease office space and have a five (5) year lease agreement.
LONG TERM BUSINESS STRATEGY
Our long term strategy is to become a leading producer of Crossover
Media. Producing digital interactive CD Roms for distribution to
targeted demographics, providing new solutions and services to
traditional advertisers and consumers. Our future development of our
server systems and development of our portal are the initial steps in
implementing our strategy. We believe that over time, we will be able
to maximize our opportunities by cross fertilizing the conventional
aspects of our media business with our proposed new media development
and activities by finding applications for marketing in new arenas
(such as the Internet).
BOARD COMMITTEES
We plan to form an Audit Committee during fiscal year 2001. No member
of the Audit Committee will receive any additional compensation or his
service as a member of that Committee. The Audit Committee is
responsible for providing assurance that financial disclosures made by
management reasonably portray our financial condition, results of
operations, plan and long-term commitments.
We plan to form a Compensation Committee during fiscal 2001. It is not
expected the members of the Compensation Committee will receive
additional compensation for service as a member of that Committee. The
Compensation Committee will be responsible for reviewing pertinent data
and making recommendations with respect to compensation standards for
the executive officers, including the President and Chief Executive
Officer, establishing guidelines and making recommendations for the
implementation of management incentive compensation plans, reviewing
the performance of the President and CEO, establishing guidelines and
standards for the grant of incentive stock options to key employees
under our Stock Option Plans, and reporting regularly to the Board of
Directors with respect to its recommendations.
PROPERTY
The Company maintains their office on the second and third floors at 33
West 54th street, New York, New York. The Company holds a lease for the
term of Five years and 3 months with the lease having commenced on
August 1st, 2000. (See attached copy of the lease, Exhibit 10.1)
LITIGATION
The Company is unaware of any pending or threatened litigation.
MARKET FOR IJC SECURITIES (PRE-ACQUISITION)
IJC Ventures Corp.'s common stock is traded on the OTC Bulletin
Board operated by Nasdaq, under the symbol IJCV. Up to now, there has
not been an active market in the Company's stock. There can be no
assurance that an active market will develop for the stock of UMGi
following the acquisition. This represents prices before the
acquisition by UMGi.
The following table represents the average weekley prices for the
Company's common stock:
<TABLE>
Date Volume High/Ask Low/Bid Close
<S> <C> <C> <C> <C>
07/14/00 2,000 1.77 1 3/4 1.77
07/21/00 2,000 1.77 1 3/4 1.77
07/28/00 2,000 1.77 1 3/4 1.77
09/01/00 2,000 1.77 1 3/4 1.77
09/29/00 3,000 1.90 1.87 1 7/8
10/06/00 4,000 1.90 1.87 1 7/8
10/13/00 4,000 2 1/2 1 7/8 2 1/2
11/10/00 3,000 2 1/2 1 3/4 1.80
11/17/00 8,000 1.80 1 3/4 1.80
12/08/00 10,000 1 15/16 1.80 1 15/16
12/11/00 2,000 3 2 3/4 3
</TABLE>
MANAGEMENT
<TABLE>
Name Age Title
<S> <C> <C>
Lawrence W. Gallo 36 President/CEO/Director
Mitchell B. Sandler 40 Vice-President/Director
Gustavo A. Rodriguez 36 Secretary/Director
BIOGRAPHIES
Management
Lawrence W. Gallo serves as Chairman, CEO and a director of the
Company. He served as President/CEO of Regenesis Holdings Inc. a Public
financial incubator fund from April 1999 to July 2000. A child prodigy
musician accepted to the Julliard Academy, Mr. Gallo has always had a
passion and been involved in the entertainment business and has vast
experience in this industry. From January 1998 until the present, Mr.
Gallo served as director of Launch Advisors, a financial, creative and
business management consultant to sports figures and entertainers,
which he founded. From January 1985 to March 1998, Mr. Gallo was
employed by Lehman Brothers, Inc., serving as Senior Vice President of
Institutional Investment Services, then as Director of Global Equity
Finance in London, England. Mr. Gallo is a founding member of The
Global Fund Managers' Association, comprised of alternative investment
managers and venture capital organizations that manage collectively 100
billion dollars.
Gustavo A. Rodriguez serves as Secretary and Director of Creative
Development of the Company. Prior to his position with Uncommon Media
Group, Mr. Rodriguez was Director of Business Development of Regenesis
Holdings since October 1999. Mr. Rodriguez accumulated more then 17
years of experience within numerous areas of the recording and music
industries, including development, production, publishing and
marketing. In 1984 Mr. Rodriguez founded Rhythm Trax, Inc. a music
production company that produced several successful dance and urban
charting singles. From 1994 to 1996 Mr. Rodriguez served as Managing
Editor of Page One, a music magazine dedicated to Urban and Latin
music. From March 1996 to July 1999 he was a financial consultant and
later served as Director of International Business for American First
Capital, a registered broker-dealer. In February 1999 he co-founded
MiProfesor.com, a website dedicated to providing financial markets
information to Spanish speaking investors. Mr. Rodriguez continues
actively as a record producer/remixer and has developed
RhythmAsylum.com, an internet based recording company dedicated to
Latin urban music.
Mitchell B. Sandler serves as Vice-President and Director of the
Company. Prior to his position with Uncommon Media Group, he sreved as
Vice President of Regenesis Holdings, Inc. since December 1998. Between
1993 and December 1997, he served as President of The Silicon Group,
Inc., a semi-conductor and computer software development company. From
1984 and 1992, Mr. Sandler was employed by All-American Semiconductor,
a distributor of semi-conductors, first as a salesman, then as Regional
Sales Manager for the southeast (United States). Mr. Sandler holds an
Associate's degree from Santa Fe Community College and attended the
University of Florida College of Business Administration. Mr. Sandler's
family has over a 400 years of entertainment history. His Mother, Toni
Lupino, is from the famed Lupino family of film and stage. Ida Lupino
the most famous of the family has over 100 films to her credit while
acting and or as a Producer/Director.
EXECUTIVE COMPENSATION
No Officers or Directors receive compensation for services as officers
and directors of Uncommon Media at this time.. It is the plan, however,
of Uncommon Media to create management agreements with all the officers
and directors which are comparable to compensation plans for officers
and directors in similar companies.
RELATED TRANSACTIONS
None
RISK FACTORS
There are substantial risk factors involved in investment in
Uncommon Media Group. Investment in Uncommon Media Group is
speculative and no assurances can be made of any return to investors.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus may contain certain forward-looking statements
and information relating to Uncommon Media Group that are based on its
beliefs as well as assumptions made by and information currently
available to them. These statements include, among other things, the
discussions of Uncommon Media Group's business strategy and
expectations concerning its market position, future operations,
expansion opportunities, and profitability. When used in these
documents, the words "anticipate", "feel", "believe", "estimate",
"expect", "plan" and "intend" and similar expressions, as they relate
to Uncommon Media Group, are intended to identify forward-looking
statements. Such statements reflect the current view of uncertainties,
and assumptions, including the meaningful and important risks and
uncertainties noted, particularly those related to the operations,
results of operations, and growth strategy of Uncommon Media Group,
liquidity, competitive factors and pricing pressures, changes in legal
and regulatory requirements, general economic conditions, and other
factors described herein. Although Uncommon Media Group has attempted
to identify important facts that could cause actual results to differ
materially, there may be other factors that cause the forward-looking
statement not to come true as anticipated, believed, estimated,
expected, planned, or intended. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated, expected, or intended.
Neither Uncommon Media Group nor any other person undertakes any
obligation to revise these forward-looking statements, to identify
important facts, or to reflect the occurrence of unanticipated events
after the date hereof that could cause actual results to differ
materially.
RISK FACTORS
MANAGEMENT OF UNCOMMON MEDIA GROUP HAS LIMITED EXPERIENCE OPERATING AS
A PUBLIC COMPANY
While Uncommon Media Group's executive management provide it with
experience and recognition in the financial, production and
entertainment businesses, Uncommon Media Group has no operating history
as it is currently structured. Because of the nature of Uncommon Media
Group's business, and its lack of operating history under its current
structure, historical results of operations may not be indicative of
future financial operating results and future financial performance is
unknown. There is no assurance Uncommon Media Group will show
operating profits.
UNCOMMON MEDIA GROUP IS DEPENDENT UPON THE EXPERIENCE AND KNOWLEDGE OF
ITS KEY PERSONNEL
The operations of Uncommon Media Group will depend to a great
extent on the efforts and expertise of Uncommon Media Group's executive
officers and directors, particularly, its President and Chairman,
Lawrence Gallo, Vice President of Administration/Director, Gus
Rodriguez, and Uncommon Media Group's Vice President of
Marketing/Director Mitchell Sandler.
Uncommon Media Group has no employment contracts with any
individuals who can be classified as management. Uncommon Media Group
carries no key man insurance on any of these individuals, although all
are shareholders of Uncommon Media Group. In addition, it is not
anticipated that Uncommon Media Group will maintain "key man" insurance
with any of its senior management or other employees, although Uncommon
Media Group, in its discretion, may enter into employment contracts
with such management or employees in the future, as it deems
appropriate. See "MANAGEMENT". If Uncommon Media Group is unable
to retain its senior management for any reason, Uncommon Media Group
could be materially and adversely affected.
MANAGEMENT AND AFFILIATES OWN ENOUGH SHARES TO CONTROL SHAREHOLDER
VOTES
Uncommon Media Group's executive officers and directors
beneficially own approximately 64% of the outstanding common stock.
Uncommon Media Group's executive officers and directors will be able to
exercise their controlling interest over matters requiring stockholder
approval, including the election of directors and the approval of
material corporate matters such as change of control transactions. The
effects of such stock ownership could be to delay or prevent a change
of control of Uncommon Media Group unless the terms are approved by
such shareholders.
A PUBLIC MARKET MAY NOT BE SUSTAINED AND THE PRICE MAY FLUCTUATE
Uncommon Media Group's stock is publicly traded on the OTC
Bulletin Board maintained by NASDAQ under the symbol "UMDA". The
closing bid price as of December 20, 2000 was $2.250. There can be no
guarantee that the current price can be maintained or be expected to
increase in value. If for any reason the common stock is no longer
listed on the OTC Bulletin Board maintained by NASDAQ, purchasers of
the shares may have difficulty selling their common stock should they
desire to do so.
ISSUANCE OF ADDITIONAL COMMON STOCK WILL REDUCE INVERSTORS' PERCENTAGE
OWNERSHIP
The future issuance of all or part of the remaining authorized
common stock could result in a substantial reduction in the percentage
of Uncommon Media Group's common stock held by its then shareholders,
including purchasers of the shares offered herein. No vote of the
shareholders is required for the issuance of additional common stock or
the designation and issuance of preferred stock. Uncommon Media Group
may determine to issue common stock for future acquisitions, or other
items, or may sell shares of its common stock at a price lower than
price paid by any purchaser hereof. Such issuance may have the effect
of diluting the value of the shares held by its then shareholders and
might have a material adverse effect on any trading market, should a
trading market develop for Uncommon Media Group's securities.
ADDITIONAL SHARES ENTERING MARKET PURSUANT TO RULE 144 WITHOUT
ADDITIONAL CAPITAL CONTRIBUTION
Pursuant to Rule 144 of the General Rules and Regulations of the
Securities and Exchange Commission, after the expiration of the holding
period certain shares of Uncommon Media Group's common stock now
restricted for trading will become eligible for trading in the public
market without any additional payment therefore or increase to Uncommon
Media Group's capitalization. Possible or actual sales of its
outstanding common stock by all or some of the present shareholders may
have an adverse effect on the market price of Uncommon Media Group's
common stock. The additional availability of such shares to be traded
in the public market would increase the "public float" of Uncommon
Media Group without any corresponding increase in its capital.
SELLING SECURITY HOLDERS MAY SELL SECURITIES AT ANY PRICE OR TIME
After effectiveness of this prospectus, the selling
securityholders may offer and sell their shares at a price and time
determined by the selling securityholder in accordance with applicable
federal and state securities laws. Affiliates of Uncommon Media Group
will be subject to limitations of Rule 144, including its volume
limitations in the sale of their shares. The timing of such sales and
the price at which the shares are sold by the selling securityholders
could have an adverse effect and cause price fluctuations to the common
stock.
POSSIBILITY OF NO STATE RESTRICTION ON SALES BY SELLING SECURITYHOLDERS
The National Securities Market Improvement Act of 1996 limits the
authority of states to impose restrictions upon sales of Securities
made pursuant to Sections 4(1) and 4(3) of the Securities Act of
companies which file reports under Sections 13 or 15(d) of the
Securities Exchange Act. Sales by the selling securityholders in the
secondary market may be made pursuant to Section 4(1) (sales other than
by an issuer, underwriter or broker). It is anticipated that following
the effective date of this prospectus, the selling security holders'
shares will be eligible for resale in the secondary market in each
state.
THE POSSIBILITY OF UNCOMMON MEDIA GROUP ISSUING PREFERRED STOCK WITH
CERTAIN PREFERENCES MAY DEPRESS MARKET PRICE OF THE COMMON STOCK
The Board of Directors may designate a series or classes of
preferred shares without shareholder consent which designations may
give the holders of the preferred stock, if previously issued, voting
control and other preferred rights such as to liquidation and
dividends. The authority of the Board of Directors to issue such stock
without shareholder consent may have a depressive effect on the market
price of Uncommon Media Group's common stock even prior to any such
designation or issuance of preferred stock. Any such issuance of
shares of preferred stock, under certain circumstances, could have the
effect of delaying or preventing a change in control of Uncommon Media
Group or other take-over attempt and could adversely materially affect
the rights of holders of shares of the common stock.
ABSENCE OF CASH DIVIDENDS
The Board of Directors does not anticipate paying cash dividends
on the Shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Company's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and financial
condition of Uncommon Media Group, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.
OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AND HAVE INDEMNITY RIGHTS
The Certificate of Incorporation and By-Laws of Uncommon Media
Group provide that Uncommon Media Group indemnify its officers and
directors against losses sustained or liabilities incurred which arise
from any transaction in such officer's or director's respective
managerial capacity unless such officer or director violates a duty of
loyalty, did not act in good faith, engaged in intentional misconduct
or knowingly violated the law, approved an improper dividend, or
derived an improper benefit from the transaction. Uncommon Media
Group's Certificate of Incorporation and By-Laws also provide for the
indemnification by it of its officers and directors against any losses
or liabilities incurred as a result of the manner in which such
officers and directors operate Uncommon Media Group's business or
conduct its internal affairs, provided that in connection with these
activities they act in good faith and in a manner which they reasonable
believe to be in, or not opposed to, the best interests of Uncommon
Media Group and their conduct does not constitute gross negligence,
misconduct or breach of fiduciary obligations.
UNCOMMON MEDIA GROUP'S COMMON STOCK MAY BE SUBJECT TO PENNY STOCK
REGULATION
Currently, Uncommon Media Group's stock is publicly traded on the
OTC Bulletin Board, maintained by NASDAQ, quoted under the symbol
"UMDA" at the closing bid price on December 20, 2000 of $2.250. Since
the common stock of Uncommon Media Group trades below $5.00 per share,
the common stock may be considered "penny stock." Penny stocks
generally are equity securities with a price of less than $5.00 per
share other than securities registered on certain national securities
exchanges or quoted on the NASDAQ Stock Market, Provided that the
current price and volume information with respect to transactions in
such securities is provided by the exchange or system. Uncommon Media
Group's securities may be subject to "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purpose of such
securities and have received the purchaser's written consent to the
transaction prior to purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the delivery,
prior to the transaction, of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the
"penny stock" rules may restrict the ability of broker-dealers to sell
Uncommon Media Group's securities.
ADVERTISING REVENUES
Advertising is the Company's most significant source of revenue.
Competition from other forms of media available in the Company's
various markets, including direct marketing and the Internet, affects
the Company's ability to attract and retain advertisers and to increase
advertising rates. Advertising could be negatively affected by an
economic downturn in any of the Company's markets. Advertising
revenues cause the Company's quarterly consolidated results to vary by
season. Second-quarter and fourth-quarter advertising volume is higher
than first- and third-quarter volume since economic activity tends to
be lower after the holidays and in the summer. National and local
economic conditions affect the levels of the Company's sales, and most
particularly, advertising revenue. Structural changes in the retail
environment may also depress the level of advertising revenue.
NEW PRODUCTS IN NEW MARKETS
There are substantial uncertainties associated with the Company's
efforts to develop new products and services for evolving markets. The
success of these ventures will be determined by the Company's efforts,
and in some cases by those of its partners, fellow investors and
licensees. Initial timetables for the introduction and development of
new products or services may not be achieved and price/profitability
targets may not prove feasible. External factors, such as the
development of competitive alternatives and market response, may cause
new markets to move in unanticipated directions. The Company may also
consider the acquisition of specific properties or businesses that fall
outside its traditional lines of business if it deems such properties
sufficiently attractive.
PRODUCT PORTFOLIO; ACQUISITIONS
From time to time, the Company evaluates the various components
of its portfolio of products and may, as a result, buy or sell
different properties. Such acquisitions or divestitures may affect the
Company's costs, revenues and profitability. Acquisitions involve
risks, including difficulties in integrating acquired operations,
diversions of management resources, debt incurred in financing such
acquisitions and unanticipated problems and liabilities.
The foregoing list of factors should not be construed as
exhaustive or as any admission regarding the adequacy of disclosure
made by the Company. The Company disclaims any intention or
obligation to update or revise forward-looking statements, whether as a
result of new information, future events or otherwise.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Pursuant to a consulting agreement, the Board of Directors agreed on
December 8th, 2000, to issue 800,000 shares of restricted common
stock to the Tallina Group.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to an acquisition of IJC Ventures Corp. by Uncommon Media
Corp., John (Jak) Meyer, the sole officer and director of IJC Ventures,
resigned on December 7th, 2000. Pursuant to a Special Meeting of the
Shareholders of IJC Ventures, Douglas Rasberry was appointed the sole
officer and director of the company. On December 8th, pursuant to the
acquisition, Lawrence Gallo was appointed President, CEO, and Director.
Mitchell Sandler was appointed Vice President and Director. Gustavo
Rodriguez was appointed Secretary and Director.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial to be filed within 60 days of acquisition pursuant to
SEC Regulations
(c) Exhibits.
2.1 Agreement of Acquisition
10.1 Lease Agreement for Company
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 hereunto duly authorized.
Uncommon Media Group Inc.
Lawrence Gallo President/CEO/Director
Mitchell Sandler Vice-President/Director
Gustavo Rodriguez Secretary/Director
/s/_________________________
Lawrence Gallo
Date:12/22/00
/s/_________________________
Mitchell Sandler
Date:12/22/00
/s/_________________________
Gustavo Rodriguez
Date:12/22/00
</TABLE>
