SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the
-------------------------------------------------
SECURITIES ACT OF 1934
For the Quarterly period ended March 31, 2000
Commission File Number 0-27599
ENTERTECH MEDIA GROUP, INC.
---------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0222729
------ ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
50 West Liberty Street, Suite 880, Reno, NV 89501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (775) 324-6655
Common Stock, Par Value $0.001 Per Share
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
__X___Yes _____ No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
11,030,000
NUMBER OF COMMON STOCK SHARES OUTSTANDING
-----------------------------------------
On June 9, 2000
---------------
Traditional Small Business Disclosure Format (Check One):
X__ Yes _____ No
<PAGE>
ITEM 1. Financial Statements
<TABLE>
<CAPTION>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEETS
ASSETS
March 31, December 31,
2000 1999
(Unaudited) (Audited)
----------- ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 40,292 $ 12,946
Advances 11,064 1,722
Deposits 10,000 --
Other Receivables 7,570 33,347
-------- --------
Total Current Assets 68,926 48,015
-------- --------
Property, Plant, & Equipment:
Vehicle 57,000 57,000
Equipment 21,930 17,190
Website Development 5,600 0
-------- --------
84,530 74,190
Less: Accumulated Depreciation 7,419 7,419
-------- --------
Total Property, Plant & Equipment 77,111 66,771
-------- --------
Other Assets
Advances on film rights 247,390 117,797
Work in Process-Films 100,744 37,573
Investments-Securities 440 440
-------- --------
Total Other Assets 348,574 155,810
-------- --------
TOTAL OTHER ASSETS $494,611 $270,596
======== ========
</TABLE>
The accompanying Notes are an integral part of these financial statements
F-1
<PAGE>
<TABLE>
<CAPTION>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
LIABLITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2000 1999
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 6,175 $ 7,053
Visa Account 1,759 --
----------- -----------
Total Current Liabilities 7,934 7,053
Long Term Liabilities:
Loan from Whyteburg 464,380 --
Deferred Income 100,000 100,000
Deposit-Pink Motel 52,500 --
Unidentified 874 --
----------- -----------
Total Long Term Liabilities 617,754 100,000
Stockholders' Equity:
Common Stock ($0.001 par value) 100,000,000
Shares authorized; 11,030,000 issued and outstand-
ing on December 31, 1999, and March 31, 2000 11,030 11,030
Additional Paid In Capital 537,723 537,723
Retained Earnings (deficit) Accumulated Before the
Development Stage (57,391) (57,391)
Deficit Accumulated During the Development Stage (622,439) (327,819)
----------- -----------
Total Stockholders' Equity $ (131,077) $ 163,543
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 494,611 $ 270,596
=========== ===========
</TABLE>
The accompanying Notes are an integral part of these financial statements
F-2
<PAGE>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
------------------ ------------------ Inception
March 31 March 31, March 31, March 31, To
2000 1999 2000 1999 03/31/00
(Unaudited) (Audited) (Unaudited) (Audited) (Unaudited)
----------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $ $ $ $ --
Cost of Sales
Gross Profit
Operating Expenses:
General and administrative expenses 294,620 313,986 294,620 313,986 608,606
Research and development -- -- -- -- --
Depreciation and amortization -- 13,833 -- 13,833 13,833
Total Operating Expenses 294,620 327,819 294,620 327,819 622,439
Loss from Operations (294,620) (327,819) (294,620) (327,819) (622,439)
--------- --------- --------- --------- ---------
Other Income (Expense):
Other Income -- -- -- -- --
Forgiveness of debt -- -- -- -- --
Organizational Costs -- -- -- -- --
Interest Income -- -- -- -- --
Dividend Income -- -- -- -- --
Interest Expense -- -- -- -- --
Loss on disposition of Fixed Assets or
Securities -- -- -- -- --
Total Other Income and Expense -- -- -- -- --
Net Loss $(294,620) $(327,819) $((294,620) $(327,819) $(622,439)
========= ========= ========== ========= =========
Loss per Common Share $ .03 $ (0.03 $ .03 -- $ --
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, 1997, 1998, & 1999 & THREE MONTHS ENDED
MARCH 31, 2000 (UNAUDITED)
Accum.
Additional Deficit
COMMON STOCK Paid-in Retained Development
Shares Amount Capital Earnings Stage
--------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance January 1, 1995, 2,063,749 $ 10,319 $ 45,822 $ (56,141) --
Retroactive restatement of par value in
common stock -- (8,255) 8,255 -- --
Retroactive restatement of 6 for 1 reverse
stock split -- (1,720) 1,720 -- --
Restated Balance, January 1, 1995, 343,958 344 55,797 (56,141) --
Issue of shares of common stock for services
on May 22, 1995 recorded at no value 39,375 39 (39) -- --
Balance, December 31, 1995 383,333 383 55,758 (56,141) --
Net profit for the years ending
December 31, 1996 and 1997 -- -- -- -- --
Issue of shares of common stock for services
on July 31, 1998 116,667 117 1,133 -- --
Net Income (Loss) for year ending December
31, 1998 -- -- -- (1,250) --
Balance December 31, 1998 500,000 500 56,891 (57,291) --
Issue of shares of common stock for services
on April 21, 1999, recorded at invoice amount 400,000 400 600 -- --
Sale of shares of common stock for cash on
April 22, 1999 10,000,000 10,000 271,966 -- --
Issue of shares of common stock for services
valued at $13,000, Oct & Dec,'99 130,000 130 12,870 -- --
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, 1997, 1998, & 1999 & THREE MONTHS ENDED
MARCH 31, 2000 (UNAUDITED)
Accum.
Additional Deficit
COMMON STOCK Paid-in Retained Development
Shares Amount Capital Earnings Stage
--------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Capital contributed from shareholder -- -- 195,396 -- --
Net income (loss) for year ending December 31,
1999 -- -- -- -- (327,819)
Balance December 31, 1999 11,030,000 11,030 537,723 (57,391) (327,819)
Net income (loss) for the three months
Ending March 31, 2000 -- -- -- (294,620) --
Balance, March 31, 2000 11,030,000 11,030 537,723 (352,011) (327,819)
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
ENTERTECH MEDIA GROUP, INC. AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
STATEMENTS OF CASH FLOWS
Three Months Ended (Inception) to
March March March
31, 2000 31, 1999 31,2000
(Unaudited) (Unaudited) (Unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
Reconciliation of Net Loss to Net Cash
Operating Activities:
Net Loss $ (294,620) -- $ (622,439)
Adjustments to Reconcile Net Loss to
Net Cash Provided by (Used in)
Operating Activities:
Depreciation -- -- 13,833
Stock for services -- -- 14,000
(Increase) Decrease in: -- --
Advances and Receivables (25,152) -- (60,220)
Increase in Other Assets -- -- (155,370
Organizational Costs (6,414)
Accounts Payable (879) -- 7,053
Other Current Liabilities
Net Cash Provided (Used) by
Operating Activities (320,651) -- (810,437)
----------- ----------- -----------
Investment Activities:
Investment in securities -- -- (440)
Investment in plant and equipment (10,340) -- (84,530)
Investment in Film Production (158,418) (158,418)
Net Cash Provided by (Used in)
Investment Activities (169,758) -- (243,388)
----------- ----------- -----------
Financing Activities:
Common Stock -- -- 477,362
Advances 53,374 -- 53,374
Increase in long term debt 464,380 564,380
----------- ----------- -----------
Net Cash Provided (Used) in
Investing Activities 517,754 -- 1,095,116
----------- ----------- -----------
Increase (Decrease) in Cash and Cash
Equivalents 27,346 -- 40,292
Cash at Beginning of Period 12,946 -- --
----------- ----------- -----------
Cash at End of Year $ 40,292 -- $ 40,292
=========== =========== ===========
</TABLE>
F-6
<PAGE>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(FORMERLY ARMAS INTL. MFG. CO., INC.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND ORGANIZATION:
EnterTech Media Group, Inc. and Subsidiaries (formerly Armas Intl. Mfg. Co.,
Inc. d.b.a. Inter-Link Communications Group, Inc.), hereafter referred to as the
Company, is a Nevada Corporation and a Development Stage Enterprise as defined
by FASB's Statements of Financial Accounting Standards ("SFAS") 7. Since the
beginning of 1999, the Company devoted all of its efforts to establishing a new
business. Planned principal operations to produce and distribute films have
commenced, production rights have been secured and services contracted out.
The Company was incorporated November 17, 1986, under the name Stones Stores,
Inc. The Company changed its name in 1987 to Stone International, Inc., and
again in 1990 to Armas Intl. Mfg. Co., Inc. The Company became inactive in 1989
and remained inactive until 1999. On April 22, 1999, the Company changed its
name to EnterTech Media Group, Inc., and authorized capital stock of 100,000,000
shares with a par value of $.001 per share (following a 6 to 1 reverse split in
October 1998). These financial statements reflect the changes made in the
Company's name and the par value of common stocks retroactively. See also Note
2.
Prior to 1995, all books and records were destroyed. Federal income tax returns
have been prepared for the years ending December 31, 1998 and 1997 based on
these financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated financial statements include the accounts of
EnterTech Media Group, Inc., and its wholly owned subsidiary, EnterTech Limited
(along with EnterTech Limited's subsidiaries, EnterTech Picture Corporation and
EnterTech Releasing Corporation). See also Notes 2 and 3. All significant
intercompany balances and transactions have been eliminated.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect certain reported accounts and disclosures. Accordingly, actual results
could differ from these estimates.
REVENUE RECOGNITION:
Revenues on motion pictures are recognized on show dates under both percentage
of receipts and flat fee arrangements. Nonrefundable guarantees are deferred and
recognized as revenue as show dates occur. Outright sales of motion pictures are
recognized as revenue as of date of sale.
PRODUCTION COSTS:
Production costs of motion pictures are capitalized as inventory and amortized
using the individual-film-forecast method.
PROPERTY AND EQUIPMENT:
Property and Equipment are recorded at cost and depreciated over their useful
lives using the straight-line method.
EARNINGS PER SHARE:
The earnings per share calculation is based on the weighted average number of
shares outstanding during the period: 6,670,000 shares in 2000 and 1999; 431,944
shares in 1998; and 383,333 shares in 1997.
F-7
<PAGE>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(FORMERLY ARMAS INTL. MFG. CO., INC.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
INVENTORIES:
Inventories are stated at the lower of cost or market. Film costs are segregated
between current and non-current assets. Unamortized cost of films released,
completed films not released and television films in production under contract
of sale are current assets. All other capitalized film costs are classified as
non-current assets.
ORGANIZATIONAL COSTS:
The Company has adopted Statement of Position ("SOP) 98-5 "Reporting on the
Costs of Start-up Activities" issued in April 1998 by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
Pursuant to SOP 98-5, organizational costs are expensed as incurred instead of
being capitalized and amortized.
DIVIDEND POLICY:
The Company has not paid dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
INCOME TAXES:
The Company adopted Financial Accounting Statement No. 109, "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. The Company made the required
calculation based upon the difference between financial statements and tax bases
of assets and liabilities using tax rates in effect for the year in which the
differences were expected to reverse.
CASH EQUIVALENTS:
The Company records as cash equivalents all highly liquid short-term investments
with original maturities of three months or less.
NOTE 2 - OPERATING LOSS CARRYFORWARD:
A deficit of $57,391 reflected on the financial statements from prior losses
will not be available as a net operating loss carry forward because of change in
ownership and business purpose. The current period loss of $294,620 will be
available to offset future taxable income for 15 years.
NOTE 3 - BUSINESS ACQUISITIONS:
On April 22, 1999, the Company acquired EnterTech Limited, a Nevada Corporation,
in a business combination accounted for as a combination of entities under
common control. EnterTech Limited had previously been known as EnterTech Media
Group, but exchanged names with the Company in conjunction with the business
combination. EnterTech Limited, which plans to engage in film production and
distribution, became a wholly-owned subsidiary of the Company through the
exchange of 10,000,000 shares of the Company's common stock for all of the
outstanding stock of EnterTech Limited. The acquisition has been accounted for
as a combination of entities under common control, which is similar to a pooling
of interests. Accordingly, the accompanying financial statements are restated
for all periods presented to give effect to the combination. Assets and
liabilities are reflected at their original cost bases using the pooling of
interests method.
F-8
<PAGE>
ENTERTECH MEDIA GROUP, INC.
AND SUBSIDIARIES
A DEVELOPMENT STAGE ENTERPRISE
(FORMERLY ARMAS INTL. MFG. CO., INC.)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997
NOTE 4 - PRIVATE PLACEMENT:
On March 31, 1999, EnterTech Limited (then known as EnterTech Media Group as
discussed in Note 2) offered a minimum of 1,500,000 shares and a maximum of
5,000,000 shares of its common stock in units of 25,000 at a price of $1.00 per
share pursuant to a Private Placement Memorandum. Subsequently, this private
placement was cancelled.
NOTE 5 - DEPOSIT ON FILM PRODUCTION:
The Company has accepted a deposit of $100,000 that is to be used for production
costs of a film. The deposit is to be repaid from the final budget and no later
than the first day of principal photography.
NOTE 6 - UNCERTAINTY REGARDING GOING CONCERN:
The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The Company's ability to continue as a going
concern is dependent on attaining future profitable operations. If operations do
not become profitable, then substantial doubt exists about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.
F-9
<PAGE>
ITEM 2: Management's Discussion and Analysis or Plan of Operation
Plan of Operation
Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials, the Companys's ability to compete as a start-up company in a highly
competitive market, and access to sources of capital.
2
<PAGE>
During the next twelve-month period, the Company intends to develop its
operations from capital contributions made by management and existing
shareholders. For example, the Company has obtained substantial funding from
Whyteburg Limited, one of the Company's shareholders. To date, such funding from
Whyteburg totals $659,776. A loan agreement dated April 30, 1999 governs the
terms of the loan of funds from Whyteburg. However, all amounts received from
Whyteburg through the end of 1999, funds totaling $195,396, have been
capitalized and are not carried on the Company's books as loans. Whyteburg has
consented to this treatment of such funds. At this point in time the success of
the Company's future operation is entirely dependent on management and
shareholder funding of operations. Management believes that it can provide
sufficient funding for the Company's operations for the next 12 months. Also
management will attempt to finance the production of its films through "off
balance sheet" financing. Generally speaking, "off balance sheet financing"
refers to the use of funds from venture partners or from subsidies from third
parties. By using such financing, the Company does not intend to use its own
funds for the production of the films it produces. It will use established
methods of film financing to avoid as far as is possible any financial risk or
burden to its shareholders in relation to such costs. For example, it is common
practice in the film industry to bring in joint venture partners who provide the
necessary production funds in return for a profit participation in the film.
Additionally, the Company intends to make use of any appropriate tax subsidies
and grants that are available for film making in various parts of the world. If
such funding is insufficient to operate the Company, management will look to
outside sources of funding such offerings of debt and equity securities. If
management is unable to raise funds from sources outside of management, it is
unlikely that the Company will be able to fund its plans to produce and market
films and the Company's business plan will fail. The Company has no liquidation
plans if appropriate funding is not received. The Company has not produced any
films to date and its only basis for indicating that a any profit may be
realized from its endeavors is the past experience of management, specifically
John Daly, in the film industry.
Management anticipates that the Company will require funds to operate
as planned as follows: approximately $850,000 for acquiring feature films, on
productions and co-productions of feature films and music production and
licensing, $175,000 on technology development and infrastructure including
creating a web site for the Company, $100,000 on sales and marketing, $100,000
for general and administration and $125,000 for working capital and other
general corporate purposes. Additional funds will be needed for broader sales
and marketing efforts required in connection with the Company's plan.
The Company intends to employ approximately 12 people in the next six
months, of which 5 will be directly related to film and soundtrack production, 3
to film distribution, 1 will be directly related to the design and development
of the Company's web site, 1 will be directly related to technology support and
development and 2 will be directly related to general and administrative.
3
<PAGE>
During the period ending December 31, 1999 management identified a
number of feature films that it wishes the Company to produce and distribute and
it began seeking the necessary off balance sheet funding for them. Production
began on one such film entitled "Level 9" and principal photography was
completed in December of 1999. The company expects to complete the film by
August 31, 2000.
The Company is also seeking to acquire rights to distribute films made
by third parties and in particular is looking to acquire rights to groups of
films or libraries of films. As of December 31,1999 the Company has acquired
such rights in respect to 3 full length feature films and it expects to
theatrically release these in the USA in the year 2000.
Management has been seeking to raise the profile of the Company in the
marketplace in which it operates and have made a number of staff appointments
which it has announced in the trade press. These appointments have been in the
area of film sales, acquisitions and distribution and have helped the Company to
be able to actively pursue its objectives.
Management has also been investigating the possibility of close
relationships with companies engaged in complementary activities which would
enable the Company to better exploit the revenue earning potential of its
products. In particular the Company has been carefully exploring the merits of
becoming the visual entertainment content provider to Talk Visual Corporation, a
provider of Video Telephone services.The Company has been developing in house
its own Internet Web Site which can be found at http://www.entertechmedia.com
and also a site to promote Level 9 which can be found at
http://www.level9themovie.com. In order to develop its Internet presence
management intends to develop relationships for the Company with existing
Internet sites.
If the Company's business plans fail, the Company may or may not be
operated as a "shell" corporation.
From time to time the Company may evaluate potential acquisitions
involving complementary businesses, content, products or technologies. The
Company has no present agreements or understanding with respect to any such
acquisition.
PART II
Other Information
ITEM 1: Legal Proceedings
The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceedings. The Company was involved in the legal proceedings
4
<PAGE>
described below, both of which have been resolved. Both actions involved the
same circumstances and both actions were resolved by way of settlement between
the parties. The parties agreed to dismiss with prejudice the action pending in
the United States with each party bearing its own costs and attorneys fees. The
action in England was struck out, again with each party bearing its own costs
and fees.
1. Interlink Communications Group, Inc. v. Unisat, Inc., Sam Lupton,
Richard Elliot_ Square and Does 1 through 50. On or about April 1,
1999, the Company filed a complaint in the District Court, Washoe
County, State of Nevada naming itself as the plaintiff and Unisat,
Inc., Sam Lupton and Richard Elliot_Square as defendants. The
allegations in the complaint involve an agreement the Company had with
an entity named Telforce Communications, Ltd. and an individual named
Christopher James Clark to acquire all of the issued and outstanding
shares of Telforce. The Company alleges that the individual defendants,
one of whom was a director of the Company at the time of the Company's
agreement with Telforce, caused Telforce to breach its agreement with
the Company and enter into a different agreement with Unisat for the
acquisition of Telforce. The Company alleges that defendants
intentionally interfered with the Company's contractual rights, breach
their fiduciary duties to the Company, engaged in unfair business
practices, and were unjustly enriched by their actions, among other
things. The complaint in that action does contain a specific dollar
amount for monetary damages. The Company seeks an accounting of
defendants' profits in the Unisat agreement for the acquisition of
Telforce and seeks damages against the defendants. No counterclaim has
been filed. This action has been dismissed.
2. Interlink Communications Group, Inc. v. Christopher James Clark. On or
about April 22, 1999, the Company commenced an action in the High Court
of Justice, Queen's Bench Division, in Great Britain naming itself as
plaintiff and Christopher James Clark as the defendant. In that action,
the Company alleges that Clark breached his agreement to sell the
Company all of the issued and outstanding shares of Telforce
Communications, Ltd., a Nevada corporation. The Company seeks an order
of specific performance requiring Clark to honor his agreement to sell
or, in the alternative, an award of damages against Clark for his
failure to honor his agreement. This action has been struck out.
ITEM 2: Changes in Securities and Use of Proceeds
None.
ITEM 3: Defaults Upon Senior Securities
None
5
<PAGE>
ITEM 4: Submission of Matters to a Vote of Security Holders
No matters have been submitted to a vote of the security holders during
the period covered by this report through the solicitation of proxies or
otherwise.
ITEM 5: Other Information
None.
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
(2) Plan of acquisition, reorganization, liquidation or succession:
NONE.
(3) (i) Articles of Incorporation *
(ii) By-laws *
(27) Financial Data Schedule.
* Incorporated by reference from the Registrant's Form 10-SB.
B. Reports on Form 8-K.
The Registrant did not file reports on Form 8-K during the quarter
covered by this report.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: June 15, 2000.
ENTERTECH MEDIA GROUP, INC.
By /s/ Mark Tolner
------------------
Mark Tolner
President
