<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
CELEBRITY ENTERTAINMENT GROUP, INC.
(Name of Small Business Issuer in its charter)
Wyoming
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
18870 Still Lake Drive
Jupiter, Florida 33458
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 741-0410
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
<PAGE> 2
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS. 1
ITEM 2. PLAN OF OPERATION. 4
ITEM 3. DESCRIPTION OF PROPERTY. 4
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT. 8
ITEM 5. MANAGEMENT. 9
ITEM 6. EXECUTIVE COMPENSATION. 10
ITEM 7. CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS 10
ITEM 8. DESCRIPTION OF SECURITIES. 10
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS. 12
ITEM 2. LEGAL PROCEEDINGS. 12
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE. 13
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. 13
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 13
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS. F-1
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
Celebrity Entertainment Group, Inc., referred to in this registration statement
as Celebrity, we or us, was incorporated on May 2, 1983 as a Utah Corporation
under the name Acceleration Investments, Inc. We changed our name twice in 1984,
first to Herradura Petroleum Corp., then to Petro Development, Inc, and acquired
a subsidiary engaged in oil and gas operations, which we disposed of in 1988. In
July 1994, we formed a Nevada corporation known as Petro Development, Inc., to
change our domicile to Nevada. In August 1994, we changed our name to Odyssey
NA, Inc. On January 11, 1996, we merged with Outlaw Entertainment Group, Inc.
and changed our domicile to Wyoming. On February 23, 1996, we merged with
Celebrity Entertainment Group, Inc., which was the surviving company.
We are authorized to issue 100,000,000 shares of common stock, $0.001 par value,
of which 3,674,822 shares were issued and outstanding as of November 30, 1999.
We are authorized to issue 5,000,000 shares of preferred stock, $0.001 par
value, none of which was issued and outstanding as of November 30, 1999. Each
holder of the common stock shall be entitled to one vote for each share held.
The preferred stock may be divided into series or classes by us upon the
approval of a majority vote of our directors.
We have been in the developmental stage since our merger with Outlaw
Entertainment and have no operations to date. Other than issuing shares to
shareholders, we have not commenced any operational activities. As such, we can
be defined as a "shell" company, whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity. Our directors have
elected to commence implementation of our principal business purpose.
We are filing this registration statement on a voluntary basis because the
primary attraction of us as a merger partner or acquisition vehicle will be our
status as a reporting public company. Any business combination or transaction
could result in a significant issuance of shares and substantial dilution to our
current stockholder.
The proposed business activities described in this registration statement
classify us as a blank check company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of blank check companies in
their respective jurisdictions. Marine Way, Inc., holds 2,300,000 of our shares.
We do not intend to undertake any other offering of our securities, either debt
or equity, until such time as we have successfully implemented our business plan
described later in this registration statement. Marine Way has expressed its
intention not to sell its shares of common stock until such time as we have
successfully consummated a merger or acquisition and are no longer classified as
a blank check company. In addition, Marine Way has also expressed its intention
not to sell its shares unless the shares are subsequently registered or if an
exemption from registration is available.
<PAGE> 4
RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS. We have no operating history or any
revenues or earnings from operations. We have little or no tangible assets or
financial resources. We will, in all likelihood, continue to sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss
which will increase continually until we consummate a business combination with
a profitable business opportunity. There is no assurance that we can identify
such a business opportunity and consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of our proposed
plan of operation will depend to a great extent on the operations, financial
condition and management of the identified business opportunity. While we intend
to seek business combination(s) with entities having established operating
histories, there can be no assurance that we will be successful in locating
candidates meeting these criteria. In the event the we complete a business
combination, our success may be dependent upon management of the successor firm
or venture partner firm and numerous other factors beyond our control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES.
Transferability of our shares of common stock is limited because a significant
number of states have enacted securities or so-called "blue sky" laws and
regulations restricting or, in many instances, prohibiting, the initial sale and
subsequent resale within that state of securities of "blank check" companies
such us. In addition, many states, while not specifically prohibiting or
restricting "blank check" companies, would not register our securities for sale
or resale in their states. Because of these regulations, we have no current plan
to register any securities with any state. To ensure that any state laws are not
violated through the resales of our securities, we will refuse to register the
transfer of any securities to residents of any state, which prohibit such resale
or if no exemption is available for such resale. It is not anticipated that a
secondary trading market for our securities will develop in any state until
consummation of a business combination.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. We are
and will continue to be an insignificant participant in the business of seeking
mergers with, joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be desirable target candidates for us. Nearly all of these entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we, and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. In addition, we will also compete in seeking
merger or acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION. We have no arrangement, agreement or understanding with
respect to engaging in a merger with, joint venture with or acquisition of, a
private or public entity. There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business within an industry for evaluation by us. There is no assurance we will
be able to negotiate a business combination on favorable terms. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
-2-
<PAGE> 5
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, Alan Pavsner, our President, anticipates devoting up to 20
hours per month to the business of our company. Mr. Pavsner will be the only
person responsible in conducting the day to day operations of the company
including searches, evaluations, and negotiations with potential merger or
acquisition candidates. We have not entered into any written employment
agreement with Mr. Pavsner and do not anticipate doing so in the foreseeable
future.
CONFLICTS OF INTEREST - GENERAL. Mr. Pavsner may in the future participate in
business ventures that could be deemed to compete directly with us. Additional
conflicts of interest and non-arms length transactions may also arise in the
future in the event that our current and future officers or directors are
involved in the management of any firm with which we transact business.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither conducted,
nor have others made available to us, results of market research indicating that
market demand exists for the transactions contemplated by us. Moreover, we do
not have, and do not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition contemplated by us, there
is no assurance that we will be successful in completing any such business
combination.
LACK OF DIVERSIFICATION. Our proposed operations, even if successful, will in
all likelihood result in our engaging in a business combination with a business
opportunity. Consequently, our activities may be limited to those engaged in by
entities with which we merge or acquire. Our inability to diversify our
activities into a number of areas may subject us to economic fluctuations within
a particular business or industry and therefore increase the risks associated
with our operations.
REGULATION. Although we will be subject to regulation under the Securities
Exchange Act of 1934, we believe that we will not be subject to regulation under
the Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities. In the event that we engage in
business combinations which result in our holding passive investment interests
in a number of entities, we could become subject to regulation under the
Investment Company Act of 1940. In this event, we would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. We have not obtained formal determination from the
Securities and Exchange Commission regarding our status under the Investment
Company Act of 1940 and, consequently, any violation of this Act could cause
material adverse consequences to our business.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of our common stock will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in us. Any similar business
combination may require our management to sell or transfer all or a portion of
our common shares held by them, or resign as members of the board of directors
of the Company. The resulting change in control could result in the removal of
Mr. Pavsner and a corresponding reduction in or elimination of his participation
in our future affairs.
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. Our primary plan of operation is based upon a business combination
with a private concern which, depending on the terms of merger or acquisition,
may result in our issuing securities to shareholders of a private company. The
issuance of previously authorized and unissued common stock would result in
reduction in percentage of shares owned by our present and prospective
shareholders and may result in a change in control or change in our management.
DISADVANTAGES OF BLANK CHECK OFFERING. We may enter into a business combination
with an entity that desires to establish a public trading market for its shares.
-3-
<PAGE> 6
A business opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a business
combination with us. These consequences may include, but are not limited to,
o time delays of the registration process;
o significant expenses to be incurred in such an offering;
o loss of voting control to public shareholders; and
o the inability or unwillingness to comply with various federal
and state laws enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination we may undertake. Currently, these
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot assure you
that such business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Sections 13 and 15(d) of the Securities Exchange Act of 1934
require companies to provide information about significant acquisitions,
including certified financial statements for the company acquired, covering one,
two or three years, depending on the relative size of the acquisition. The time
and additional costs that may be incurred by some target entities to prepare
such statements may preclude consummation of an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain the required
audited financial statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.
ITEM 2. PLAN OF OPERATION.
We intend to seek to acquire assets or shares of an entity actively engaged in
business which generates revenues, in exchange for our securities. We have no
particular acquisitions in mind and have not entered into any negotiations
regarding such an acquisition. None of our officers, directors, employees or
affiliates has engaged in any preliminary contact or discussions with any
representative of any other company regarding the possibility of an acquisition
or merger between us and any other company as of the date of this registration
statement.
EMPLOYEES
We have no full time or part time employees. Mr. Pavsner has agreed to allocate
a portion of his time to our business activities, without compensation. We
anticipate that our business plan can be implemented through the efforts of Mr.
Pavsner's devoting up to 20 hours per month to our business affairs.
Consequently, conflicts of interest may arise with respect to the limited time
commitment by him.
Mr. Pavsner has been and is currently involved with other blank check companies,
and may, in the future, become involved with other companies who have a business
purpose similar to ours. As a result, additional potential conflicts of interest
may arise in the future. If this type of conflict does arise and an officer or
director is presented with business opportunities under circumstances where
there may be a doubt as to whether the opportunity should belong to us or to
another blank check company he or she is affiliated with, he or she will
-4-
<PAGE> 7
disclose the opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target company and
the principals of the proposed target company has no preference as to which
company will merger or acquire such target company, the company which first
filed a registration statement with the Securities and Exchange Commission will
be entitled to proceed with the proposed transaction.
INDEMNIFICATION
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of Wyoming, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was a
director or officer, or served any other enterprise as director, officer or
employee at our request. The board of directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of us.
BUSINESS PLAN
Our purpose is to seek, investigate and, if such investigation warrants, acquire
an interest in business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange Act-registered
corporation. We will not restrict our search to any specific business, industry,
or geographical location and we may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one potential business venture because we have nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have recently commenced
operations, or which wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
We may advertise and promote ourselves in newspaper, magazines and on the
Internet. We have not yet prepared any notices or advertisement.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. These
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
We have, and will continue to have, no capital with which to provide the owners
of business opportunities with any significant cash or other assets. However, we
believe that will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The Securities Exchange
-5-
<PAGE> 8
Act of 1934 specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings relevant
to complying with the Exchange Act. Nevertheless, officers and directors have
not conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, Mr. Pavsner, who may not be considered a professional business
analyst. Mr. Pavsner will be the key person in the search, review and
negotiation with potential acquisition or merger candidates. We intend to
concentrate on identifying preliminary prospective business opportunities which
may be brought to our attention through present associations of our officers and
directors, or by our shareholders. In analyzing prospective business
opportunities, we will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact our proposed activities;
the potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Our officers and directors do not
expect to meet personally with management and key personnel of the business
opportunity as part of their investigation due to lack of capital. To the extent
possible, we intend to utilize written reports and investigation to evaluate the
above factors. We will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.
Mr. Pavsner has limited experience in managing companies similar to us and will
rely upon his own efforts and, to a much lesser extent, the efforts of our
shareholders, in accomplishing our business purpose. We do not anticipate using
any outside consultants or advisors to effectuate our business purpose. However,
if we do retain such an outside consultant or advisor, any cash fee earned by
such party will need to be paid by the prospective merger/acquisition candidate,
as we have no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.
We will not restrict our search for any specific kind of firm, but may acquire a
venture which is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate life. It is impossible
to predict at this time the status of any business in which we may become
engaged, in that such business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages which
we may offer. However, we do not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as we have successfully consummated such a merger or acquisition.
We anticipate that we will incur nominal expenses in the implementation of our
business plan described herein. Because we have no capital with which to pay
these anticipated expenses, Mr. Pavsner agreed to pay these charges with his
personal funds, as interest-free loans. However, the only opportunity which
management has to have these loans repaid will be from a prospective merger or
acquisition candidate. Repayment of any loans made on our behalf will not
impede, or be made conditional in any manner, to consummation of a proposed
transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
-6-
<PAGE> 9
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders or may sell their stock. Any terms of sale of the shares
presently held by officers and/or directors will be also afforded to all other
shareholders on similar terms and conditions. Any and all such sales will only
be made in compliance with federal and applicable state securities laws.
We anticipate that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, of which there can be no assurance, it
will be undertaken by the surviving entity after we have successfully
consummated a merger or acquisition and we are no longer considered a "shell"
company. Until such time as this occurs, we will not attempt to register any
additional securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in our securities
may have a depressive effect on the value of our securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code. In order to obtain tax-free
treatment, it may be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, our
shareholders, would retain less than 20% of the issued and outstanding shares of
the surviving entity, which would result in significant dilution in the equity
of such shareholders.
As part of our investigation, our officers and directors personally meet with
management and key personnel, may visit and inspect material facilities, obtain
analysis of verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative measures,
to the extent of our limited financial resources and management expertise. The
manner in which we participate in an opportunity will depend on the nature of
the opportunity, our respective needs and desires and other parties, our
management of the opportunity and relative negotiation strength.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of Celebrity which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, our shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in Celebrity following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event we acquire a target company with substantial assets. Any
merger or acquisition effected by us can be expected to have a significant
dilutive effect on the percentage of shares held by Celebrity's shareholders at
that time.
Celebrity will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with Celebrity's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As previously stated, we will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. We will be subject to all of the
reporting requirements included in the 1934 Act. Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of our Form 8-K to be filed with the Securities and Exchange Commission upon
-7-
<PAGE> 10
consummation of a merger or acquisition, as well as our audited financial
statements included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure our compliance with the
requirements of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If
this transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse us for all costs associated
with the proposed transaction.
We do not intend to make any loans to any prospective acquisition or merger
candidates or to unaffiliated third parties. We may make loans only to
prospective acquisition or merger candidates only when such fund is available,
we have entered into an acquisition or merger agreement and making a loan to the
acquisition or merger candidate is beneficial to us. The considerations to be
used in determining whether to make loans includes the availability and the need
of cash by the acquisition or merger candidate in order to complete the
acquisition or merger. The loan may be either secured or non-secured depending
on the result of negotiation and there is no limitations as to the amounts that
may be loaned.
We do not intend to provide our shareholders with any complete disclosure
documents, including audited financial statements, concerning an acquisition or
merger candidate and its business prior to the consummation of any acquisition
or merger transaction.
COMPETITION
We will remain an insignificant participant among the marketplace of firms that
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than we. In view of
our limited financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage to our competitors.
YEAR 2000 ISSUE
Year 2000 issues are not material to our business, operations or financial
condition, and we do not currently anticipate that it will incur any material
expenses to remediate Year 2000 issues it may encounter. However, Year 2000
issues may become material to us following our completion of a business
combination transaction. In that event, we will be required to adopt a plan and
a budget for addressing these issues.
ITEM 3. DESCRIPTION OF PROPERTY.
We currently maintain our offices at 18870 Still Lake Drive, Jupiter, Florida,
33458, which is the business address of Mr. Pavsner, our President. We pay no
rent for the use of this office. We do not believe that we will need to maintain
an office at any time in the foreseeable future in order to carry out our plan
of operations described herein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of December 21, 1999
regarding beneficial ownership of our common stock by (i) each stockholder known
us to be the beneficial owner of more than 5% of our common stock, (ii) by each
director and executive officer and (iii) by all executive officers and directors
as a group. Each of the persons named in the table has sole voting and
investment power with respect to common stock beneficially owned. The address of
all shareholders in this table is 18870 Still Lake Drive, Jupiter, Florida
33458.
-8-
<PAGE> 11
Number of Percentage of
Name Shares Owned Shares Owned
- ---- ------------ -------------
Marine Way, Inc. 2,300,000 62.6%
Alan Pavsner 2,300,000 62.6%
Mary Francis Pavsner -0- -0-
All officers and directors
as a group (2 people) 2,300,000 62.6%
Alan Pavsner is the sole shareholder of Marine Way, and serves as our president
and director. Mary Francis Pavsner is Mr. Pavsner's spouse. She serves as
secretary of Celebrity. Although Ms. Pavsner could be deemed to own beneficially
the shares of common stock held by Marine Way, she disclaims this ownership.
ITEM 5. MANAGEMENT.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the
Company's directors and executive officers:
NAME AGE POSITION
- ---- --- --------
Alan Pavsner 47 President, Director
Mary Francis Pavsner 46 Secretary
Mr. Pavsner has served as president since October 1998. From April 1998 to the
present, Mr. Pavsner has served as director of field operations for Integrated
Homes, Inc., a residential construction company. From February 1995 to April
1998, he served as vice president--marketing for Spectra Systems, Inc., a
defense marketing and consulting company. Mr. Pavsner holds the rank of
Lieutenant Colonel in the United States Marine Corps (Ret) and holds a BS in
Industrial Psychology from Florida State University and a MA in Human Resource
Management from Pepperdine University.
Ms. Pavsner has served as our secretary since October 1998. From 1994 until the
present, she has been a teacher in the Broward County, Florida school district.
From 1975 to 1986, Ms. Pavsner was employed as a licensed real estate broker.
Ms. Pavsner has served as a director and executive officer of several
publicly-traded development-stage companies. Ms. Pavsner holds a BS from Florida
State University.
CONFLICTS OF INTEREST
Mr. Pavsner is associated with other firms involved in a range of business
activities. Consequently, there are potential inherent conflicts of interest in
his acting as our officer and director. Insofar as the officer and director is
engaged in other business activities, Mr. Pavsner anticipates that he will
devote only a minor amount of time to our affairs.
INVESTMENT COMPANY ACT OF 1940
Although we will be subject to regulation under the Securities Act of 1933 and
the Securities Exchange Act of 1934, we believe that we will not be subject to
regulation under the Investment Company Act of 1940 insofar as we will not be
engaged in the business of investing or trading in securities. In the event that
we engage in business combinations which result in our holding passive
-9-
<PAGE> 12
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act of 1940. In this event, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
us to material adverse consequences. We anticipate expect to be exempt from the
Investment Company Act of 1940 via Regulation 3a-2 thereto.
INVESTMENT ADVISOR ACT OF 1940
Celebrity is not an "investment adviser" under the Federal Investment Adviser
Act of 1940, which classification would involve a number of negative
considerations. Accordingly, Celebrity will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Adviser Act of 1940, 15 U.S.C.
ITEM 6. EXECUTIVE COMPENSATION.
None of our executive officers or directors received any form of compensation
from Celebrity in the past three fiscal years.
It is possible that, after Celebrity successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of its management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, Celebrity has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in its decision to undertake any proposed transaction.
Members of Celebrity's board have agreed to disclose to the entire board of
directors any discussions concerning possible compensation to be paid to them by
any entity which proposes to undertake a transaction with Celebrity.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed under Item 404 of Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
Celebrity's articles of incorporation authorizes it to issue 100,000,000 shares
of common stock at $.001 par value. Each holder of common stock will be entitled
to one vote for each share of common stock held. As of November 30, 1999, there
were 3,674,762 shares of common stock outstanding.
PREFERRED STOCK
Celebrity's articles of incorporation authorize it to issue 5,000,000 shares of
preferred stock at $.001 par value. The preferred stock may be divided into
series or classes, with special voting rights and preferences, to be established
by a majority vote of our directors. As of November, 30, 1999, there were no
shares of preferred stock outstanding.
-10-
<PAGE> 13
If the board of directors authorizes the issuance of shares of preferred stock
with conversion rights, the number of shares of common stock outstanding could
potentially be increased by up to the authorized amount. Issuance of preferred
stock could, under certain circumstances, have the effect of delaying or
preventing a change in control of Celebrity and may adversely affect the rights
of holders of other classes of preferred stock or holders of common stock. Also,
preferred stock could have preferences over the common stock and other series of
preferred stock with respect to dividends and liquidation rights.
Upon liquidation of Celebrity, each shareholder is entitled to receive a
proportionate share of its assets available for distribution to shareholders
after the payment of liabilities and after distribution in full of preferential
amounts, if any. All shares of common stock issued and outstanding are
fully-paid and nonassessable. Holders of the common stock are entitled to share
pro rata in dividends and distributions with respect to the common stock, as may
be declared by the board of directors out of funds legally available therefor.
-11-
<PAGE> 14
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Celebrity's common stock has never been traded. Celebrity plans to apply to have
its common stock traded on the over-the-counter market and listed on the OTC
Bulletin Board. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
As of December 31, 1999, there were 265 holders of our common stock.
DIVIDEND POLICY
Celebrity has not paid any cash dividends on its common stock and presently
intends to continue a policy of retaining earnings, if any, for reinvestment in
its business.
PENNY STOCK
Until the Celebrity's shares qualify for inclusion in the Nasdaq system, the
trading of its securities, if any, will be in the over-the-counter markets which
are commonly referred to as the pink sheets or on the OTC Bulletin Board. As a
result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of the securities offered.
Effective August 11, 1993, the Securities and Exchange Commission adopted Rule
15g-9, which established the definition of a penny stock, for purposes relevant
to Celebrity, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement regarding the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
The NASD has recently made changes in the criteria for continued Nasdaq
eligibility. In order to continue to be included on Nasdaq, a company must
maintain $2,000,000 in net tangible assets or $35,000,000 in market
capitalization or $500,000 net income in latest fiscal year or two of the last
three fiscal years, a $1,000,000 market value of its publicly-traded securities
and 500,000 shares in public float. In addition, continued inclusion requires
two market-makers and a minimum bid price of $1.00 per share.
Celebrity intends to seriously consider undertaking a transaction with any
merger or acquisition candidate which will allow Celebrity's securities to be
traded without the above limitations. However, Celebrity cannot assure you that,
upon a successful merger or acquisition, it will qualify its securities for
-12-
<PAGE> 15
listing on Nasdaq or some other national exchange, or be able to maintain the
maintenance criteria necessary to ensure continued listing. The failure of
Celebrity to qualify its securities or to meet the relevant maintenance criteria
after such qualification in the future may result in the discontinuance of the
inclusion of Celebrity's securities on a national exchange. In these events,
trading, if any, in Celebrity's securities may then continue in the
over-the-counter market. As a result, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of,
Celebrity's securities.
ITEM 2. LEGAL PROCEEDINGS.
Celebrity is not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Celebrity has not changed accountants since its formation and there are no
disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In October 1997, Celebrity issued 2,300,000 shares of its common stock to Marine
Way, as consideration for consulting services rendered. Inasmuch as Marine Way
had access to information concerning Celebrity, the transaction was exempt from
registration requirements of the Securities Act of 1933 pursuant to Section 4(2)
thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Celebrity shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Wyoming, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of Celebrity, or served any other enterprise as director,
officer or employee at the request of Celebrity. The board of directors, in its
discretion, shall have the power on behalf of Celebrity to indemnify any person,
other than a director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of Celebrity.
Indemnification of officers or persons controlling Celebrity for liabilities
arising under the Securities Act of 1933 has been determined by the Commission
to be against public policy and unenforceable.
-13-
<PAGE> 16
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements of the Company are filed as part of this
Report:
(2) Exhibits:
3.1(a) Articles of Incorporation of Celebrity Entertainment Group, Inc.
3.1(b) Amendment to the Articles of Incorporation of Celebrity Entertainment
Group, Inc.
3.1(c) Certificate of Merger
27.1 Financial Data Schedule
27.2 Financial Data Schedule
-14-
<PAGE> 17
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Celebrity Entertainment Group, Inc.
Date: January 10, 2000 By: /s/ Alan Pavsner
--------------------------------------
Alan Pavsner, President
-15-
<PAGE> 18
CELEBRITY ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND DECEMBER 31, 1998
F-1
<PAGE> 19
C O N T E N T S
Independent Auditors' Report........................................ F-3
Balance Sheets...................................................... F-4
Statements of Operations............................................ F-5
Statements of Stockholders' Equity (Deficit)........................ F-6
Statements of Cash Flows............................................ F-7
Notes to the Financial Statements................................... F-8
F-2
<PAGE> 20
INDEPENDENT AUDITORS' REPORT
Board of Directors
Celebrity Entertainment Group, Inc.
(A Development Stage Company)
Evanston, Wyoming
We have audited the accompanying balance sheets of Celebrity Entertainment
Group, Inc. (a development stage company) as of December 31, 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 1998 and 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Celebrity Entertainment Group,
Inc. (a development stage company) as of December 31, 1998 and the results of
its operations and its cash flows for the years ended December 31, 1998 and
1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
established source of revenues. These conditions raise substantial doubt about
its ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
August 23, 1999
F-3
<PAGE> 21
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
November 30, December 31,
1999 1998
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ -- $ --
----------- -----------
Total Current Assets -- --
----------- -----------
TOTAL ASSETS $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 14 $ --
----------- -----------
Total Current Liabilities 14 --
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 5,000,000 shares authorized at
$0.001 par value; -0- shares issued and outstanding -- --
Common stock, 100,000,000 shares authorized at
$0.001 par value; 3,674,762 shares issued and
outstanding 3,675 3,675
Capital in excess of par value 6,826,937 6,825,688
Deficit accumulated during the development stage (6,830,626) (6,829,363)
----------- -----------
Total Stockholders' Equity (Deficit) (14) --
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 22
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
For the Inception On
Eleven Months May 2, 1983
Ended For the Years Ended Through
November 30, December 31, November 30,
-------------------------------- --------------------------------- ---------------
1999 1998 1998 1997 1999
-------------- ---------------- --------------- ---------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES $ -- $ -- $ -- $ -- $ --
-------------- ---------------- --------------- ---------------- ---------------
EXPENSES 1,263 -- -- -- 1,263
-------------- ---------------- --------------- ---------------- ---------------
LOSS ON DISCONTINUED
OPERATIONS -- -- -- 250,000 6,829,363
-------------- ---------------- --------------- ---------------- ---------------
NET LOSS $ (1,263) $ -- $ -- $ (250,000) $ (6,830,626)
============== ================ =============== ================ ===============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.09)
============== ================ =============== ================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 3,674,762 3,674,762 3,674,762 2,898,132
============== ================ =============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 23
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
COMMON STOCK Capital in During the
-------------------------- Excess of Development
SHARES AMOUNT PAR VALUE STAGE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at inception -- $ -- $ -- $ --
Common stock issued from
inception on May 2, 1983 through
December 31, 1996 at approximately
$5.60 per share 1,174,762 1,175 6,578,188 --
Net loss from inception through
December 31, 1996 -- -- -- (6,579,363)
----------- ----------- ----------- -----------
Balance, December 31, 1996 1,174,762 1,175 6,578,188 (6,579,363)
October 10, 1997, common stock
issued for services at $0.10
per share 2,500,000 2,500 247,500 --
Net loss for the year ended
December 31, 1997 -- -- -- (250,000)
----------- ----------- ----------- -----------
Balance, December 31, 1997 3,674,762 3,675 6,825,688 (6,829,363)
Net loss for the year ended
December 31, 1998 -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1998 3,674,762 3,675 6,825,688 (6,829,363)
Capital contributed by shareholder
(unaudited) -- -- 1,249 --
Net loss for the eleven months ended
November 30, 1999 (unaudited) -- -- -- (1,263)
----------- ----------- ----------- -----------
Balance, November 30, 1999
(unaudited) 3,674,762 $ 3,675 $ 6,826,937 $(6,830,626)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 24
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
For the From
Eleven Months Inception on
Ended For the Years Ended May 2, 1983
November 30, December 31, Thorugh
------------------------------ -------------------------- November 30,
1999 1998 1998 1997 1999
------------- ------------ ---------- ----------- ------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (1,263) $ -- $ -- $(250,000) $(6,830,626)
Adjustments to reconcile net loss
to net cash provided (used) in operating
activities:
Stock issued for services -- -- -- 250,000 250,000
Discontinued operations -- -- -- -- 6,579,363
Change in operating assets and liability
accounts:
Increase (decrease) in accounts
payable 14 -- -- -- 14
----------- -------- --------- --------- ----------
Net Cash Used by Operating
Activities (1,249) -- -- -- (1,249)
----------- -------- --------- --------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES -- -- -- -- --
----------- -------- --------- --------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital contributed by shareholder 1,249 -- -- -- 1,249
----------- -------- --------- --------- ----------
Net Cash Provided by Financing
Activities 1,249 -- -- -- 1,249
----------- -------- --------- --------- ----------
INCREASE (DECREASE) IN CASH -- -- -- -- --
CASH AT BEGINNING OF PERIOD -- -- -- -- --
----------- -------- --------- --------- ----------
CASH AT END OF PERIOD $ -- $ -- $ -- $ -- $ --
=========== ======== ========= ========= ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest $ -- $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE> 25
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization and Business Activities
The Company was organized under the laws of the State of Utah on
May 2, 1983 under the name of Acceleration Investments, Inc.
During 1984, the shareholders approved a change in the corporate
name to Herradura Petroleum Corp., and then changed the name to
Petro Development, Inc. During 1984, the Company acquired a
subsidiary engaged in oil and gas operations, but discontinued
this operation during 1988.
In July 1994, the Company formed a Nevada corporation known as
Petro Development, Inc. for the purposes of changing its domicile
to Nevada.
In August 1994, the Company changed its name to Odyssey NA, Inc.
On November 2, 1995, in accordance with a Plan and Agreement of
Merger, the Company changed its business plan to a credit card
service business, with the intent of utilizing endorsement of
entertainers and celebrities to promote the credit card business.
On January 11, 1996, in accordance with the Articles of Merger,
the Company merged with Outlaw Entertainment Group, Inc., and
changed it's domicile from Nevada to Wyoming. However, the merger
was recorded as a "reverse" merger as if Odyssey NA, Inc. was
survivor. On February 23, 1996, in accordance with a plan and
agreement of merger, Odyssey NA, Inc. merged with Celebrity
Entertainment Group, Inc., a Wyoming corporation, leaving
Celebrity Entertainment Group, Inc. as the surviving company.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year
end.
c. Basic Loss Per Share
For the Eleven Months Ended
November 30, 1999
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ (1,263) 3,674,762 $(0.00)
For the Eleven Months Ended
November 30, 1998
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ -- 3,674,762 $(0.00)
F-8
<PAGE> 26
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Basic Loss Per Share (Continued)
For the Year Ended
December 31, 1998
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ -- 3,674,762 $(0.00)
For the Year Ended
December 31, 1997
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $(250,000) 2,898,132 $(0.09)
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding during the
period.
d. Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments with an original maturity of three
months or less to be cash equivalents.
e. Provision for Taxes
No provision for federal income taxes has been recorded due to net
operating losses. The Company accounts for income taxes pursuant
to FASB Statement No. 109. The Internal Revenue Code contains
provisions which may limit the loss carryforwards available should
certain events occur, including significant changes in stockholder
ownership interests. Accordingly, the tax benefit of the loss
carryovers is offset by a valuation allowance of the same amount.
The loss carryforwards of approximately $250,000 will expire by
the year 2014.
f. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ form those estimates.
F-9
<PAGE> 27
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Common Stock
In October 1997, the Company issued 2,500,000 (post-split) shares
of its common stock at $0.10 per share for services rendered.
In December 1997, the Company effected a 1-for-10 reverse split of
its issued and outstanding common shares. These financial
statements reflect the 1-for-10 reverse split retroactively.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for
a fair presentation. Such adjustments are of a normal recurring
nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. Currently, certain stockholders have committed
to covering all operating and other costs until sufficient
revenues are generated through a merger.
10
<PAGE> 1
EXHIBIT 3.1(a)
SECRETARY OF STATE
STATE OF WYOMING
THE CAPITAL
CHEYENNE, WY 82002-0020
ARTICLES OF INCORPORATION
I. Corporate Name: OUTLAW ENTERTAINMENT GROUP, INC.
----------------------------------------------------------
-------------------------------------------------------------------------
II. Number and class of shares which the corporation is authorized to issue
that together have unlimited voting rights:
100,000,000 Common Shares
-------------------------------------------------------------------------
Number and class of shares which are entitled to receive the net assets
of the corporation upon dissolution: (This class of shares may also be
the class of shares that together have unlimited voting rights.)
100,000,000 Common Shares
-------------------------------------------------------------------------
III. The registered agent and street address of its registered office are:
C T CORPORATION SYSTEM, c/o C T CORPORATION SYSTEM
-------------------------------------------------------------------------
1720 Carey Avenue, Cheyenne, Wyoming 82001
-------------------------------------------------------------------------
(THE REGISTERED AGENT MAY BE AN INDIVIDUAL WHO RESIDES IN THIS STATE, A
DOMESTIC CORPORATION OR A NOT-FOR-PROFIT DOMESTIC CORPORATION, OR A
FOREIGN CORPORATION OR NOT-FOR-PROFIT FOREIGN CORPORATION AUTHORIZED TO
TRANSACT BUSINESS IN THIS STATE WHOSE BUSINESS OFFICE IDENTICAL WITH THE
REGISTERED OFFICE.)
IV. The name and address of the incorporator:
Susan A. Vertrees 1675 Broadway, Denver, CO 80202
-------------------------------------------------------------------------
Norma Barrios 1675 Broadway, Denver, CO 80202
-------------------------------------------------------------------------
-------------------------------------------------------------------------
<PAGE> 2
SECRETARY OF STATE
STATE OF WYOMING
THE CAPITOL
CHEYENNE, WY 82002-0020
CONSENT TO
APPOINTMENT BY REGISTERED AGENT
1. C T CORPORATION SYSTEM, voluntarily consents to serve as the
registered agent for OUTLAW ENTERTAINMENT GROUP, INC. on the date
shown below.
2. The registered agent certifies that he is: (circle one)
(a) An individual who resides in this state and whose business
office is identical with the registered office;
(b) A domestic corporation or not-for-profit domestic corporation
whose business office is identical with the registered office;
or
(c) A foreign corporation or not-for-profit foreign corporation
authorized to transact business in this state whose business
office is identical with the registered office.
3. C T CORPORATION SYSTEM knows and understands the duties of a
registered agent as set forth in the 1989 Wyoming Business
Corporation Act.
Dated this 1st day of November, 1995.
C T CORPORATION SYSTEM
By /s/ Marcia J. Sunahara
-----------------------------
Signature of Registered Agent
Marcia J. Sunahara, Asst. Vice President
<PAGE> 3
Signed /s/ Norma Barrios Signed /s/ Susan A. Vertrees
--------------------------- ----------------------------
Dated 10-31-95 Dated 10-31-95
----------------------------- ------------------------------
FOR NAME AVAILABILITY PURPOSES, LIST THE TYPE OF BUSINESS THE CORPORATION WILL
BE CONDUCTING:
Marketing of travel and VISA credit cards
- --------------------------------------------------------------------------------
********************************************************************************
INSTRUCTIONS:
FILING FEE: $90.00
(1) THE ARTICLES OF INCORPORATION SHALL BE ACCOMPANIED BY A WRITTEN
CONSENT TO APPOINTMENT EXECUTED BY THE REGISTERED AGENT.
(2) ARTICLES OF INCORPORATION SHALL BE ACCOMPANIED BY ONE (1) EXACT
OR CONFORMED COPY.
<PAGE> 1
EXHIBIT 3.1(b)
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
OUTLAW ENTERTAINMENT GROUP, INC.
Outlaw Entertainment Group, Inc., having its principal office at 445-C
E. Cheyenne Mountain Boulevard, No. 417, Colorado Springs, Colorado 80906
(hereinafter "the Corporation"), hereby certifies to the Secretary of State of
Wyoming that:
1. Article I of the Articles of Incorporation has been amended in its
entirety to read:
"I. Corporate Name: Celebrity Entertainment Group, Inc."
2. The amendment was adopted, prior to the issuance of shares, by
written action, unanimously taken by the Board of Directors of the Corporation
in accordance with Section 17-16.210 et seq. of the Wyoming Revised Statutes on
the 14th day of February, 1996.
IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its President and its corporate seal to
be hereunder affixed and attested by its Secretary on this 15th day of February,
1996, and its President acknowledges that this Amendment to Articles of
Incorporation is the act and deed of the Corporation and, under the penalties of
perjury, that the matters and facts set forth herein with respect to
authorization and approval are true in all material respects to the best of the
President's knowledge, information and belief.
ATTEST: OUTLAW ENTERTAINMENT GROUP, INC.
By: /s/ Frederick R. Schumacher By: /s/ John T. Anderson
----------------------------------- -------------------------------
Frederick R. Schumacher John T. Anderson
Secretary President
(Corporate Seal)
AMENDMENT TO
ARTICLES OF INCORPORATION
OUTLAW ENTERTAINMENT GROUP, INC. -1-
<PAGE> 2
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
Before me, Willie J. Haddock, a Notary Public in and for the said
County and State, personally appeared John T. Anderson, President of Celebrity
Entertainment Group, Inc., a Wyoming corporation, and that he signed the
foregoing document as his free and voluntary act and deed for the uses and
purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day
of February, A.D. 1996.
My commission expires Oct. 1, 1999.
/s/ Willie J. Haddock
-----------------------------------
Notary Public
WILLIE J. HADDOCK
STATE OF COLORADO ) (Seal) Notary Public - Nevada
) ss. My appt. exp. Oct. 1, 1999
COUNTY OF EL PASO ) No. 95-00985-1
Before me, David W. Tomes, a Notary Public in and for the said County
and State, personally appeared Frederick R. Schumacher, Secretary of Celebrity
Entertainment Group, Inc., a Wyoming corporation, and that he signed the
foregoing document as his free and voluntary act and deed for the uses and
purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27 day of
February, A.D. 1996.
My commission expires AUG-3-1996.
/s/ David W. Tomes
--------------------------
Notary Public
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -7-
<PAGE> 3
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing Amendment to Articles of Incorporation were signed before
me by John T. Anderson, as President of Outlaw Entertainment Group, Inc., who,
under oath, stated that the matters and facts set forth therein with respect to
authorization and approval are true in all material respects to the best of his
knowledge and belief.
Dated this 15th day of February, 1996
/s/ Patrick D. Cornwell
----------------------------
Notary Public
My Commission Expires:
1-31-2000
- --------------------------------
PATRICK D. CORNWELL
(Seal) NOTARY PUBLIC-MINNESOTA
HENNEPIN COUNTY
My Commission Expires Jan. 31, 2000
AMENDMENT TO
ARTICLES OF INCORPORATION
OUTLAW ENTERTAINMENT GROUP, INC. -2-
<PAGE> 1
EXHIBIT 3.1(c)
STATE OF WYOMING
Office of the
Secretary of State
United States of America )
) ss.
State of Wyoming )
CERTIFICATE OF MERGER
OF
ODYSSEY 2000-N.A., INC. (NV)(UNQUALIFIED) MERGED INTO: OUTLAW
ENTERTAINMENT GROUP, INC. (WY)(SURVIVOR)
I, DIANA J. OHMAN, Secretary of State of the State of Wyoming, do
hereby certify that the prerequisites for the issuance of this certificate have
been fulfilled in compliance with law, and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me
by law, hereby issues this Certificate.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the
Great Seal of the State of Wyoming. Done at Cheyenne, the
Capital, this 11TH day of JANUARY A.D., 1996.
(Wyoming
State
Seal) /s/ Diana J. Ohman
--------------------------------------
Secretary of State
By (Illegible)
------------------------------------
<PAGE> 2
ARTICLES OF MERGER
OF
CELEBRITY ENTERTAINMENT GROUP, INC.
The undersigned corporations, pursuant to Section 17-16-1105 of the
Wyoming Revised Statutes, and Section 78.458 of the Nevada Revised
Statutes, hereby execute the following articles of merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
State(s) under the laws of which such corporations are organized, are as
follows:
NAME OF CORPORATION STATE OF INCORPORATION
Celebrity Entertainment Group, Inc. Wyoming
Odyssey 2000-N.A., Inc. Nevada
ARTICLE TWO
A Plan of Merger has been adopted by the Board of Directors of each
corporation that is a party to this merger.
ARTICLE THREE
The laws of the State(s) under which such corporations are organized
permit such merger.
ARTICLE FOUR
The name of the surviving corporation shall be Celebrity Entertainment
Group, Inc. and it shall be governed by the laws of the State of Wyoming,
ARTICLE FIVE
The plan of merger is as follows:
PLAN OF MERGER
1. Odyssey 2000-N.A., Inc., Inc. shall be merged into Celebrity Entertainment
Group, Inc. Celebrity Entertainment Group, Inc. is hereby designated as the
surviving corporation.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -1-
<PAGE> 3
2. The terms and conditions of the proposed merger are:
a) The By-laws of the surviving corporation as they shall
exist on the effective date of this agreement shall be and
remain the By-laws of the surviving corporation until the
same shall be altered, amended and repealed as therein
provided.
b) The officers and directors of Celebrity Entertainment
Group, Inc. shall be appointed as the officers and
directors of the surviving corporation to hold office
until the next annual meeting of stockholders and until
their successors shall have been elected and qualified.
c) This merger shall become effective upon filing with the
Secretary of State of Wyoming and the Secretary of State of
Nevada. However, for all accounting purposes the effective
dale of the merger shall be as of the close of business on
November 30, 1995.
d) Upon the merger becoming effective, all property, rights,
privileges, licenses and assets of every kind of Odyssey
2000-N.A., Inc. shall be transferred to and vested in
Celebrity Entertainment Group, Inc.
3. The Common shares of ODYSSEY 2000-N.A., Inc. shall be converted into
Common shares of Celebrity Entertainment Group, Inc., to the end that, upon the
effective date of the merger, the issued and outstanding Common shares of the
surviving corporation shall be owned 7.7% by the existing Common shareholders of
Odyssey 2000-N.A., Inc. and 92.3% by the existing Common shareholders of
Celebrity Entertainment Group, Inc. There shall be 32,500,000 issued and
outstanding Common shares.
4. The Articles of Incorporation of the surviving corporation shall not
be amended.
ARTICLE SIX
The Plan of Merger was submitted to the shareholders of Odyssey 2000-
N.A., Inc. by its Board of Directors, with a recommendation for approval, at a
special meeting of shareholders on December 11, 1995, in accordance with its
By-laws and pursuant to Sections 78.458 and 78,370 of the Nevada Revised
Statutes. At said meeting, the number of shares outstanding, the number of
shares entitled to vote and the number and designation of shares of any class to
vote as a class were:
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -2-
<PAGE> 4
NAME OF CORPORATION: Odyssey 2000-N.A., Inc.
TOTAL NUMBER OF SHARES
OUTSTANDING: 7,845,617 Common shares
TOTAL NUMBER OF SHARES
ENTITLED TO VOTE: 7,845,617 Common shares
DESIGNATION OF CLASS
ENTITLED TO VOTE AS A
CLASS (if any): None
NUMBER OF SHARES OF
SUCH CLASS (if any): None
ARTICLE SEVEN
As to Odyssey 2000-N.A., Inc., the number of shares voted for and
against the plan, respectively, and the number of shares of any class entitled
to vote as a class voted for and against the plan, were:
NAME OF CORPORATION: Odyssey 2000-N.A., Inc.
TOTAL SHARES VOTED FOR: 7,845,617
TOTAL SHARES VOTED AGAINST: 0
CLASS: None
SHARES VOTED FOR: None
SHARES VOTED AGAINST: None
The merger and the Plan of Reorganization which authorized the Plan of
Merger were approved by the unanimous vote of the Board of Directors of
Celebrity Entertainment Group, Inc. on December 12, 1995. At that time, no
shares of that corporation had been issued and, therefore, the approval of
shareholders was not required.
ARTICLE EIGHT
All provisions of the laws of the State of Wyoming and the State of
Nevada applicable to the proposed merger have been complied with.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -3-
<PAGE> 5
ARTICLE NINE
It is agreed that upon and after the issuance of a Certificate of
Merger by the Secretary of State of the State of Wyoming:
1. The surviving corporation may be served with process in the State of
Wyoming in any proceeding for the enforcement of any obligation of any
corporation organized under the laws of the State of Wyoming which is a party to
the merger and in any proceeding or the enforcement of the rights of a
dissenting shareholder of any such corporation organized under the laws of the
State of Wyoming against the surviving corporation.
2. The surviving corporation will promptly pay to the dissenting
shareholders of any corporation organized under the laws of the State of Nevada
which is a party to the merger the amount, it any, to which they shall be
entitled under the provisions of the Nevada Revised Statutes with respect to the
rights of dissenting shareholders.
3. The forwarding address for service of process is:
c/o CT Corporation System
1720 Carey Avenue
Cheyenne, Wyoming 82001
4. The addresses of the respective parties to these Articles of Merger
are:
Celebrity Entertainment Group, Inc.
445-C E. Cheyenne Mountain Blvd., #417
Colorado Springs, Colorado 80906
Odyssey 2000-N.A., Inc.
2895 E. Sierra Drive
Westlake Village, California 91362
ARTICLE TEN
These articles of merger shall be effective on February 22, 1996.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -4-
<PAGE> 6
IN WITNESS WHEREOF, each of the undersigned corporations has caused
these Articles of Merger to be executed in its name by its President and
Secretary, as of the 15th day of February, 1996.
ODYSSEY 2000-N.A., INC.
/s/ Michael C. Talianis
--------------------------------
Michael C. Talianis, President
/s/ Suzanne A. Talianis
--------------------------------
Suzanne A. Talianis, Secretary
CELEBRITY ENTERTAINMENT GROUP, INC.
/s/ John T. Anderson
--------------------------------
John T. Anderson, President
/s/ Frederick R. Schumacher
--------------------------------
Frederick R. Schumacher, Secretary
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -5-
<PAGE> 7
STATE OF CALIFORNIA )
) ss.
COUNTY OF VENTURA )
Before me, Georgia S. Sturgeon, a Notary Public in and for the said
County and State, personally appeared Michael C. Talianis, President of Odyssey
2000-N.A., Inc., a Nevada corporation, and that he signed the foregoing document
as his free and voluntary act and deed for the uses and purposes therein set
forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day
of February, A.D. 1996.
My commission expires 12-17-99
-----------------------------
/s/ Georgia S. Sturgeon
-----------------------------------
Notary Public
GEORGIA S. STURGEON
(Seal) COMM. #???????
NOTARY PUBLIC CALIFORNIA
VENTURA DEPUTY
Comm. Exp. Dec 17, 1999
STATE OF CALIFORNIA )
) ss.
COUNTY OF VENTURA )
Before me, Georgia S. Sturgeon, a Notary Public in and for the said
County and State, personally appeared Suzanne A. Talianis, Secretary of Odyssey
2000-N.A., Inc., a Nevada corporation, and that she signed the foregoing
document as her free and voluntary act and deed for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day
of February, A.D. 1996.
My commission expires 12-17-99
-----------------------------
/s/ Georgia S. Sturgeon
-----------------------------------
Notary Public
GEORGIA S. STURGEON
(Seal) COMM. #???????
NOTARY PUBLIC CALIFORNIA
VENTURA DEPUTY
Comm. Exp. Dec 17, 1999
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -6-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 14
<BONDS> 0
0
0
<COMMON> 3,675
<OTHER-SE> (3,675)
<TOTAL-LIABILITY-AND-EQUITY> 0
<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> (0.00)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> NOV-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 14
<BONDS> 0
0
0
<COMMON> 3,675
<OTHER-SE> (3,689)
<TOTAL-LIABILITY-AND-EQUITY> (14)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,263)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,263)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,263)
<EPS-BASIC> (0.00)
<EPS-DILUTED> 0
</TABLE>
