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
Media and Entertainment.com, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 52-2236253
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
500 NORTH RAINBOW BLVD., SUITE 300 89107
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(Address of principal executive offices) (zip code)
Issuers telephone number: (702) 221-1935
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Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on
to be registered which each class is to be
registered
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares
authorized,4,949,750 issued and outstanding as of September 30, 2000.
Preferred Stock, $.001 par value per share, 5,000,000 shares
authorized, none issued nor outstanding as of September 30, 2000.
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Forward Looking Statements
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Some of the statements contained in this Form 10-SB that are not
historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements. Such statements
reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors
affecting our operations, market growth, services, products and
licenses. No assurances can be given regarding the achievement of
future results because actual events may differ from the
assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our
performance or achievements, or industry results to differ
materially from those contemplated by forward-looking statements
include, without limitation:
1. Our ability to maintain, attract and integrate internal
management, technical information, and management information
systems;
2. Our ability to generate customer demand for our services;
3. The intensity of competition; and
4. General economic conditions.
All written and oral forward-looking statements made in connection
with this Form 10-SB that are attributable to us or persons acting
on our behalf are expressly qualified in their entirety by these
cautionary statements. Given the uncertainties that surround such
statements, you are cautioned not to place undue reliance on such
forward-looking statements
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I . .................................................... 1
Item 1. Description of Business.................................. 1
Item 2. Management's Discussion and Plan of Operation............ 6
Item 3. Description of Property.................................. 7
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 7
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 8
Item 6. Executive Compensation...................................10
Item 7. Certain Relationships and Related Transactions...........10
Part II. ........................................................11
Item 1. Legal Proceedings........................................11
Item 2. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters..............11
Item 3. Recent Sales of Unregistered Securities..................12
Item 4. Description of Securities................................12
Item 5. Indemnification of Directors and Officers................13
Part F/S .........................................................15
Item 1. Financial Statements.....................................15
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure......................15
Part III .........................................................24
Item 1. Index to Exhibits........................................24
Item 2. Description of Exhibits..................................26
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Part I
We are filing this Form 10-SB on a voluntary basis to:
1. Provide current, public information to the investment community;
2. Expand the availability of secondary trading exemptions under
the Blue Sky laws and thereby expand the trading market in our
securities; and
3. Comply with prerequisites for listing of our securities on the
OTC Bulletin Board.
Item 1. Description of Business
A. Business Development and Summary
We were formed as a Nevada Corporation on April 27, 2000, under the
name Media and Entertainment.com, Inc. ("Media & Entertainment,"
"We," or the "Company"). Our Articles authorize us to issue up to
twenty million (20,000,000) shares of common stock at a par value
of $0.001 per share and five million (5,000,000) shares of
Preferred Stock at a par value of $0.001. We are filing this Form
10-SB voluntarily with the intention of establishing the fully
reporting status with the SEC. The fully reporting status is a
necessary step in accomplishing our goal of having our stock listed
on the OTC Bulletin Boarder in the future. Consequently, we will
continue voluntarily to file all necessary reports and forms as
required by existing legislation and the SEC rules. Presently,
we have no market maker and we have not discussed with any market
maker or a registered broker any aspect of our operations.
On May 3, 2000, we issued 3,250,000 shares of our common stock to
founding shareholders in exchange for cash. On June 29, 2000, we
were issued a permit to sell securities to the public in the State
of Nevada pursuant to Nevada Revised Statues Chapter 90.490. That
offering (the "Offering") was made in reliance upon an exemption
from the registration provisions of Section 5 of the Securities Act
of 1933 (the "Act"), as amended, pursuant to regulation D, Rule 504
of the Act. We sold one million six hundred ninety-nine thousand
seven hundred and fifty (1,699,750) shares of our common stock
during the Offering to approximately one hundred twenty three (123)
shareholders in the State of Nevada. The Offering was closed on
September 30, 2000. As of September 30, 2000, the Company had four
million nine hundred forty-nine thousand seven hundred and fifty
(4,949,750) shares of its $0.001 par value common voting stock
issued and outstanding, which are held by approximately one hundred
twenty-five (125) shareholders of record.
(i) Business Overview
Media & Entertainment intends to offer full spectrum media
advertising, media management, communications technologies, and
related services to the entertainment world, focusing on the motion
picture distribution segment.
(ii) Principal Services, Products and Principal Markets
We are a developmental stage company incorporated to transact any
lawful business. We plan to provide a full spectrum advertising,
media management and communications technology service package to
the motion picture industry. Our service system is designed to
improve the efficiency and cost effectiveness of advertising,
promoting, marketing, and ultimately delivering cinematic, video,
audio, and published works for the business-to-business and the
consumer
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segments. We believe that our turnkey, modular solutions
using the latest Internet communications technologies will improve
net profits of our clientele.
Our services utilizing the latest in digital and streaming
technology should lead to more efficient and effective
dissemination of traditional "cinema" advertising materials. An
advantage of using movie and video clips on the Internet is that
the client is not restricted by 60 seconds - the typical length of
a television commercial or a theater preview for a film. We
believe that excerpting video and audio productions in interactive,
real time vignettes for the business-to-business and consumer
target audiences will enhance ticket sales and the sale of
ancillary promotional products such as posters, T-shirts, etc.
Our goal is to create a seamless system of advertising, marketing,
and distribution that our customers (primarily production and
publishing companies) will find easy to use and Internet surfers
will find simple to access. This goal is apparently within reach
with our current prototype plan. However, at this time, we are
still in the process of finalizing specific features and
contracting with software vendors to undertake the programming
work.
Initially, we plan to provide our services as an "invisible" behind-
the-scenes agency. However, ultimately we will implement retail
sales and delivery services for the promotional motion picture-
specific products.
One role we will play is that of a publicist. In this role we will
be responsible for the promotion and publicity aspects of our
motion picture studio clients. This may include preparation of
press releases (written in co-operation with the "in house" unit
publicist), explaining everything anyone needs to know about the
making of the motion picture and the picture itself (story, stars,
etc.), which we will distribute to important people such as film
critics. We will add the Internet to the traditional broadcast and
print media distribution. Additionally we will distribute
publicity stills (photographs taken by the unit photographer
before, during, or after the shooting of a film for the purpose of
advertising, publicity, and display in motion picture theaters),
arrange press conferences and special premiers (which we can
"simulcast" on the Internet), and give advanced details to
prominent columnists - anything to seek the greatest amount of
exposure for our client's films and stars. Our principal
coordination will be with the head publicist of a studio, called
the publicity director.
Another role we plan to play in public relations is to promote a
film to the print or other media. In this role the Company will
saturate newspaper and magazine editorial content and
advertisements with positive reviews and snappy quotes/catch
phrases from satisfied motion picture critics.
One of the many concerns a studio has while organizing the
marketing campaign is billing (placement and utilization of star's
names). All of the major stars have clauses in their contracts
specifying how and when their name should appear in any sort of
advertisement, be it a preview at the theater, a television
commercial, a poster, a print ad, a billboard, or an Internet web
page. We believe marketing over the Internet may be attractive to
celebrities, as they can get a lot of attention without having to
get physically too close to the fans.
(iii) Status of Products and Services
It is our intention to enter the marketplace with proprietary
service solutions summarized in an "Interactive Press Kit" (IPK) -
a package that will be offered to our website viewer. Designed to
be an integrated, multimedia visual and sound experience, an IPK
will provide the best opportunity to get acquainted with our
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products and services in an instant experience with an opportunity
for instant feedback. That should be valuable information for any
entertainment company.
However , we have not yet begun the development and implementation
of an IPK. During the limited operating history since inception on
April 27, 2000, our activities have been limited primarily to
organization, initial capitalization, finding an appropriate
operating facility in Nevada, finding and securing an experienced
management team and a board of directors, and commencing with
initial operational plans.
As of December 21, 2000, we have developed a business plan and
established what steps need to be taken to achieve the results set
forth in that plan.
(iv) Industry Background and Current Status
The Industry and Potential Effect on the Our Plan of Operation
The entertainment industry has traditionally functioned in a "hills-
and-valleys" cycle of production. The "hills" occur when films debut
- following the "valleys" that occur while films are in production.
Given such cycle, in-house operation of promotional utilities such as
Internet websites may be inefficient. This problem is aggravated by
an increasing number of new entertainment alternatives - the returns
on movie-promotion efforts are declining as people are attracted away
from movies. In this environment there is a profit potential in a)
developing more efficient means of enrolling the entertainment
consumer, b) developing new means of delivering the entertainment,
and c) developing new entertainment products.
The traditional cinema and recording industries have done very little
over the last 20 years to address the problems and challenges of the
"hills and valleys" cycle. They have relied heavily on traditional
advertising and marketing, which is increasing in cost and decreasing
in effectiveness. The industry has restructured into one with a few
giants and a wide range of smaller independent production companies.
Cinema blockbusters are great, but the industry cannot survive on
them. The lean and mean independents are where the bulk of the early
innovator/ adopters of our initial target markets are to be found.
The motion picture industry is a worldwide industry. In addition
to the production and distribution of motion pictures in the United
States, motion picture distributors generate revenues
internationally. In recent years, there has been a substantial
increase in the amount of filmed entertainment revenue generated by
U.S. motion picture distributors from foreign sources. This growth
has been due to a number of factors, including among other things,
the general worldwide acceptance of and demand for motion pictures
produced in the United States, the privatization of many foreign
television industries, growth in the number of foreign households
with videocassette players, and growth in the number of foreign
theater screens. The cost of distribution in the global market is
great, and it seems that the Internet provides a significant cost-
saving opportunity in this area.
Distribution expenses consist primarily of the costs of advertising
and preparing release prints. These costs are not included in
direct production costs and, in many instances, can run as high as
thirty percent of the overall costs of a production. There is a
high degree of competition for those promotion dollars. Many of
our present and future competitors are larger and have
significantly greater financial, technical, production, marketing
and other resources than those we have. Our ability to compete
successfully depends upon our ability to identify and complete
development and introduction into the marketplace in a timely
manner, of our proposed services and products, and to enhance and
improve
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upon such services and products. In the event we are unable
to respond to competitive developments, we would be adversely
affected.
(v) Raw Materials and Suppliers
We plan to provide a full spectrum advertising, media management,
and communications technology package for the motion picture
production industry and will not use raw materials or have any
significant suppliers of such.
We do not intend to manufacture any products, but rather intend to
distribute ancillary promotional products provided by the motion
picture production units (our clients).
(vi) Customers
At least in the first stages of operations, our target clientele
will include motion picture production companies, with whom our
principals have long-term acquaintances and/ or previous
relationships. We believe that most motion picture production
companies would prefer to outsource promotion rather than to
operate an Internet-based promotion unit "in house." The primary
reason for this is the sporadic and cyclical nature of the
production of motion pictures.
It should be noted the ten (10) largest advertising agencies, serve
approximately seventy five (75) percent of the entire entertainment
business in the U.S. Once a motion picture is in production,
promotion becomes the next concern of a production company. With
limited resources, we believe it will take substantial time and
sustained effort to obtain service contracts. This could adversely
affect our sales results.
We plan to offer a well-developed advertising, marketing, and
distribution plan to our target market customers, which should
encourage their participation with our company in a joint venture or
licensing arrangement. Our marketing strategy incorporates relatively
high pricing with a focus on early innovators. Productions promoted
with this technology and strategy will attract magazine and website
publicity, leading early innovators to our website (or sites).
(vii) Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty, Agreements, or Labor Contracts
We plan to serve the holders of intellectual property rights,
specifically copyrights and trademarks, and expect to receive the
benefits and protections of those rights as a subcontractor.
Motion pictures do not generally qualify for patents.
(viii) Regulation
Distribution, reproduction, and broadcast rights to motion pictures
and related music publishing are granted legal protection under the
copyright laws of the United States and most foreign countries.
These laws provide substantial civil and criminal sanctions for
unauthorized duplication and exhibition of motion pictures. Motion
pictures, musical works, sound recordings, art work, still
photography and motion picture properties are separate works
subject to copyright under most copyright laws, including the
United States Copyright Act of 1976, as amended. Motion picture
piracy is an industry-wide problem. The Motion Picture Association
of America ("MPAA"), an industry trade association, operates a
piracy hotline and investigates all reports of such piracy.
Depending upon the results
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of such investigations, appropriate legal action may be brought by
the owner of the rights. Depending upon the extent of the piracy,
the Federal Bureau of Investigation may assist in these
investigations and related criminal prosecutions.
The Code and Ratings Administration of the MPAA assigns ratings
indicating age-group suitability for theatrical distribution of
motion pictures. Unrated motion pictures (or motion pictures
receiving the most restrictive rating) may not be exhibited by
certain theatrical exhibitors or in certain locales, thereby
potentially reducing the total revenues generated by such films.
United States television stations and networks, as well as foreign
governments, impose additional restrictions on the content of
motion pictures, which may restrict in whole or in part theatrical
or television exhibition in particular territories. The forgoing
applies to us in the reproduction and/ or broadcast of "stills",
vignettes, and any other representation from the subject
productions. There can be no assurance that current and future
restrictions on the content of motion pictures may not limit or
adversely affect our ability to exploit certain motion pictures in
certain territories and media.
There is a new field of regulation emerging around Internet
broadcast and web originated copying. Because we would function
under contract to the holders of intellectual property rights, such
regulations are not anticipated to materially effect our
activities.
(ix) Effect of Existing or Probable Government Regulations
Although we plan on obtaining all required federal and state
permits, licenses, there can be no assurance that our operations
and profitability will not be subject to more restrictive
regulation or increased taxation by federal, state, or local
agencies.
(x) Research and Development Activities
We believe we can minimize the cost to produce necessary software
by outsourcing instead of maintaining an in-house development team.
However, our goal is to implement innovative methods of utilizing
the Internet. Thus, we will always be seeking new methods,
applications, and usages of the Internet.
To date, we have not incurred any research and development costs.
However, we believe we will incur approximately $10,000 in research
and development expenses over the next twelve (12) months. These
costs are not expected to be borne by any of our customers, of
which there are none, but rather by us.
(xi) Impact of Environmental Laws
There are no environmental laws that materially impact us.
(xii) Employees
We presently have three part-time employees. Our employees are not
represented by a collective bargaining agreement, and we believe
our relations with our employees are good. All of the research and
development will be subcontracted to outside vendors and will be
coordinated by the President of the Company.
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Item 2. Management's Discussion and Plan of Operation
A. Management's Plan of Operation
(i) In our initial approximately five-month operating period ended
September 30, 2000, we incurred a net loss of approximately $52,994
and a negative cash flow of $7,994 from operations. We have yet to
receive any revenues from operations.
On May 3, 2000, founding shareholders purchased three million two
hundred fifty thousand (3,250,000) shares of the Company's common
stock in exchange for cash.
We made a stock offering pursuant to Nevada Revised Statues Chapter
90.490 (hereinafter referred to as the "Offering"). That Offering
was made in reliance upon an exemption from the registration
provisions of Section 5 of the Securities Act of 1993 (the "Act"),
as amended, pursuant to Regulation D, Rule 504 of the Act. We sold
one million six hundred ninety-nine thousand seven hundred and
fifty (1,699,750) shares of our Common Stock during the Offering to
approximately one hundred twenty three (123) shareholders in the
State of Nevada. The offering was closed September 30, 2000. As
of the date of this Registration Statement, we have four million
nine hundred forty-nine thousand seven hundred and fifty
(4,949,750) shares of our $0.001 par value common voting stock
issued and outstanding which are held by approximately one hundred
twenty five (125) shareholders of record, including our founders.
We anticipate that the proceeds from the Offering will be
sufficient to satisfy our capital needs for the next approximately
twenty four (24) months. We currently have no arrangements or
commitments for accounts and accounts receivable financing. There
can be no assurance that any such financing can be obtained or, if
obtained, that it will be on reasonable terms.
We are a developmental stage company intent on providing comprehensive
services to the entertainment world in the areas of media advertising,
media management, communications technologies, and other related
services.
There are no guarantees other agencies could not enter the market
first with a similar product and services beforehand. Other
companies could be developing a similar product and services. If
they enter the market first, this would dramatically impact our
earnings potential. Additionally, a superior competitive product
could force us out of business.
As of September 30, 2000, we have yet to generate any revenues. In
addition, we do not expect to generate any revenues over the next
approximately twelve (12) to eighteen (18) months.
(ii) No engineering, management or similar report has been
prepared or provided
for external use by us in connection with the offer of our
securities to the public.
(iii) We believe our future growth and success will be largely
dependent on our ability to establish and service strong initial
contracts with major studios.
(iv) We do not expect to purchase or sell any facilities or
equipment.
(v) We do not anticipate any significant changes in the number of
our employees over the next approximately twelve (12) months.
B. Segment Data
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As of September 30, 2000, we have generated no sales revenue.
Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
Item 3. Description of Property
A. Description of Property
Our corporate headquarters are located at 500 NORTH RAINBOW BLVD.,
SUITE 300,Las Vegas, NV 89107, telephone: (702) 221-1935. The
office space is provided by one of our officers at no cost to us.
We pay for our own telephone service.
We plan to sub-contract all of our development and research work to
other companies. Therefore, at this time, we do not believe we
need the expense burden of leasing office facilities.
We believe that this arrangement is suitable given the limited
nature of our current operations, and also believe that we will not
need to lease additional administrative offices and/ or research
facilities for the next twenty-four (24) months. There are
currently no proposed programs for the renovation, improvement or
development of the facilities currently being utilized by the
Company.
B. Investment Policies
We do not currently own and we have not made any investments in
real estate, including real estate mortgages, and we do not intend
to make such investments in the near future.
Item 4. Security Ownership of Management and Certain Security
Holders
A. The following table sets forth information concerning stock
ownership of
(i) each director, (ii) each executive officer, (iii) the directors
and
officers of our Company as a group, (iv) and each person known by
us to own beneficially more than five percent (5%) of our Common
Stock. Unless otherwise indicated, the owners have sole voting and
investment power with respect to their respective shares.
Number
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position owner Class
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Common Roger Paglia (1) CEO/CFO 1,625,000 32.83%
Common Jon Jannotta (1) Exec. VP 1,625,000 32.83%
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Common All Executive Officers and
Directors as a Group (2 persons) 3,250,000 65.66%
(1) c/o Media and Entertainment.com, Inc., 500 NORTH RAINBOW BLVD.,
SUITE 300, Las Vegas, NV 89107.
B. Persons Sharing Ownership of Control of Shares
No persons other than Roger Paglia and John Jannotta owns or
shares the power to vote ten percent (10%) or more of the Company's
securities.
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C. Non-voting Securities and Principal Holders Thereof
We have not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase our
securities.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the
issuers of
common stock, we (the Company) have no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of our directors and executive
officers
are as follows:
Name Age Position
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Roger Paglia 47 President, Chief Executive
Officer, Chief Financial Officer,
Treasurer and Director
John Jannotta 52 Executive Vice President
Benedict Paglia 57 Vice-President/Secretary
B. Family relationships
Roger Paglia and Benedict Paglia are brothers.
C. Work Experience
Our Company is led by Mr. Roger Paglia, Chairman of the Board of
Directors, CEO and President. Mr. Paglia has over twenty-five
experience as an entertainment industry executive, music publisher,
and record producer. He holds a B.A. in Business Administration and
Accounting from UCLA. Mr. Paglia has served as President of an
international music publishing company and directed the record
production activities at Lorimar. In addition, he has produced for
other major record labels. Mr. Paglia founded PEC Services, which
specialized in motion picture film distribution, post production
services, and fulfillment services. PEC's clientele included all of
the Walt Disney Companies, including Touchstone Pictures, Hollywood
Pictures, Buena Vista Worldwide, Hollywood Records, Buena Vista Music
Publishing, Aaron Spelling Productions, Sony/Tristar/Columbia Pictures
as well as Lorimar, ABC, NBC, and numerous independent companies.
Mr. Paglia's experience is founded in the technical and creative
aspects of the entertainment industry, but his expertise is in the
marketing, logistics, and product acquisition/ development segments of
the business. He has served as President and CEO of several
entertainment companies, in each instance creating dramatic increases
in both sales and net profits. As President and CEO of Dunhill
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Communications he increased sales from $1.2 Million to 10 Million
dollars and created new products that increased earnings by over 60%.
Mr. Jannotta, Executive Vice President, is a principal and director of
JON J. JANNOTTA ARCHITECTS-PLANNERS, INC. He has been a licensed
General Contractor in the state of California for twenty years and a
licensed Architect in the states of California and Nevada for twelve
years. Mr. Jannotta holds a Bachelor of Architecture and a Masters
Degree in Architecture and Urban Planning. Mr. Jannotta's experience
not only includes the business of architecture, but he is also
presently involved as a partner in two major shopping centers both as
an architect and as a general partner in the development. Mr.
Jannotta is also a partner in two Nevada multi-family projects in he
which he has developed the project from the initial site
identification and subsequent land acquisition, to the completed
product development.
Mr. Jannotta's experience includes the practice of architecture, the
knowledge of the construction industry, and the expertise of a
developer, as well as general business administration. Mr. Jannotta
has been in business since 1974 in the Southern California area and
has done extensive work in the Las Vegas Metropolitan area since 1984.
Mr. Benedict Paglia co-founded and currently serves as CEO of ALLIED
SYSTEMS GROUP, a management, consulting, engineering, and design firm.
The Company's services include logistics, consulting, engineering,
facilities engineering, e-commerce and web site development. ALLIED
SYSTEMS GROUP developed the "Virtual Consultant" and was the first to
offer management consulting and logistics services via the Internet.
He also co-founded and is a partner in DC Global Network
(www.DCGlobalnet.com) an Internet based consultancy offering a full
line of business consulting services providing business and
operational solutions to distributors, retailers, and manufacturers
around the globe. Mr. Benedict Paglia also has an extensive thirty
five year background in the entertainment business, including the
design, development and construction and operation of the "state of
the art" live performance venues, as owner and/ or operator of
nightclubs and discos in New York and Los Angeles. He has also
performed promotion and production of live concerts featuring headline
mainstream performers, as well as artist management and record
production.
D. Involvement on Certain Material Legal Proceedings During the
Last Five Years
(1) No director, officer, significant employee or consultant has
been convicted in a criminal proceeding, exclusive of traffic
violations.
(2) No bankruptcy petitions have been filed by or against any
business of property of any director, officer, significant
employee or consultant of the Company nor has any bankruptcy
petition been filed against a partnership or business
association where these persons were general partners or
executive officers.
(3) No director, officer, significant employee or consultant has
been permanently or temporarily enjoined, barred, suspended or
otherwise limited from involvement in any type of business,
securities or banking activities.
(4) No director, officer or significant employee has been
convicted of violating a federal or state securities or
commodities law.
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Item 6. Executive Compensation
(i) Remuneration of Directors and Executive Officers
None of our executive officers is currently drawing a salary from
the Company, and we - in order to manage our limited financial
resources prudently - do not plan on compensating any of our
executive officers for services rendered in the foreseeable future.
There are currently have no employment agreements with our
executive officers.
(ii) Compensation of Directors
There were no arrangements pursuant to which any of our Directors
were compensated for the period from April 27, 2000 to September
30, 2000, for any service provided as a director. In addition, no
such arrangement is contemplated for the foreseeable future.
Item 7. Interest of Management and Others in Certain Transactions
Because of our development stage nature and its relatively recent
inception, April 27, 2000, we have no relationships or transactions
to disclose.
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Part II
Item 1. Legal Proceedings
We are not currently involved in any legal proceedings nor do we
have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) Our common stock is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. There
is no trading market for our Common Stock at present and there has
been no trading market to date. At this time, our management has
not undertaken any discussions, preliminary or otherwise, with any
prospective market maker concerning the participation of such
market maker in the aftermarket for our securities, but we may
initiate such discussions in the future. In addition, being a
start-up, we have no fiscal history to disclose.
(2)(i) There is currently no common stock which is subject to
outstanding options or warrants to purchase, or securities
convertible into, our Common Stock.
(ii) There is currently no common stock of the Company which could
be sold under Rule 144 under the Securities Act of 1933, as amended,
or that the registrant has agreed to register for sale by the
security holders.
(iii) There is currently no common equity that is being or is
proposed to be publicly offered by the registrant, the offering
of which could have a material effect on the market price of
the issuer's common equity.
B. Dividends
We have never paid or declared any dividend on its common stock and
do not anticipate paying cash dividends in the foreseeable future.
C. Holders
As of September 30, 2000, we have approximately one hundred twenty
five (125) stockholders of record.
D. Reports to Shareholders
We intend to furnish our shareholders with annual reports
containing audited financial statements and such other periodic
reports as we may determine to be appropriate or as may be required
by law. Upon the effectiveness of this Registration Statement, we
will be required to comply with periodic reporting, proxy
solicitation and certain other requirements by the Securities
Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for our common voting stock is Pacific Stock
Transfer Company, 5844 S. Pecos, Suite D, Las Vegas, Nevada 89120,
(702) 361-3033.
-11-
<PAGE>
Item 3. Recent Sales of Unregistered Securities
We were issued a permit to sell securities to the public in the
State of Nevada on June 29,2000 pursuant to Nevada Revised Statues
Chapter 90.490. We made that offering (the "Offering") in reliance
upon an exemption from the registration provisions of Section 5 of
the Securities Act of 1933 (the "Act"), as amended, pursuant to
regulation D, Rule 504, of the Act. We sold one million six
hundred ninety-nine thousand seven hundred and fifty (1,699,750)
shares of the Common Stock of the Company during the Offering to
approximately one hundred twenty three (123) shareholders in the
State of Nevada. The Offering was closed September 30, 2000. As
of September 30, 2000, we have four million nine hundred forty-nine
thousand seven hundred and fifty (4,949,750) shares of our $0.001
par value common voting stock issued and outstanding which are held
by approximately one hundred twenty five (125) shareholders of
record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common
stock are
entitled to receive dividends out of assets legally available at
such times and in such amounts as our Board of Directors may from
time to time determine. The Board of Directors will review its
dividend policy from time to time to determine the desirability and
feasibility of paying dividends after giving consideration to our
earnings, financial condition, capital requirements and such other
factors as the Board may deem relevant.
ii. Voting Rights - Each holder of our common stock is entitled to
one vote for each share held of record on all matters submitted to
the vote of stockholders, including the election of directors. All
voting is noncumulative, which means the holder of fifty percent
(50%) of the shares voting for the election of the directors can
elect all the directors. The board of directors may issue shares
for consideration of previously authorized but unissued common
stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the
common stock are
entitled to receive pro rata all of our assets available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently
subject to outstanding options, warrants, or other convertible
securities.
vi. Redemption rights - no redemption rights exist for shares of
common stock.
vii.Sinking Fund Provisions - No sinking fund provisions exist.
viii.Further Liability For Calls - No shares of common stock are
subject to further call or assessment by the issuer. We have not
issued stock options as of the date of this registration statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
-12-
<PAGE>
No material potential liabilities are anticipated to be imposed on
stockholders under state statutes. Certain Nevada regulations,
however, require regulation of beneficial owners of more than
five percent (5%) of the voting securities. Stockholders that
fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are
established.
B. Debt Securities
We are not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
We are not registering any security other than its Common Stock.
Item 5. Indemnification of Directors and Officers
Our Company Bylaws provide for indemnification of our directors,
officers and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him /her in connection with any proceeding to which
he/ she may be made a party, or in which he/ she may become involved,
by reason of being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or
any settlement thereof, whether or not he/ she is a director,
officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, employee or
agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/ her duties; provided that in the event of a
settlement the indemnification herein shall apply only when the
Board of Directors approves such settlement and reimbursement as
being in the best interests of the Corporation.
The Bylaws of the Company further states the Company shall provide
to any person who is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the
indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
Nevada law. The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the
provisions of this Article. However, the Company has yet to
purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a director
or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, but this Article shall not
eliminate or limit the liability of a director or officer for (i)
acts or omissions which involve intentional misconduct, fraud or a
knowing violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability
of a director or officer of the corporation for acts or omissions
prior to such repeal or modification.
Article XI of the Articles of Incorporation states: "The
corporation shall indemnify any person who incurs expenses by
reason of the fact that he or she is
-13-
<PAGE>
or was an officer, director, employee of agent of the corporation.
This indemnification shall be mandatory on all circumstances in
which indemnification is permitted by law." Article XII of the
Articles of Incorporation states: "The corporation shall indemnify
its directors and officers of the corporation from personal liability
for lawful acts of the corporation as permitted by law."
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
-14-
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Media and Entertainment.com, Inc.
Page
Financial Statements
Report of G. Brad Beckstead, CPA 1
Balance Sheet as of September 30, 2000 2
Statement of Operations for the period from
April 27, 2000 through September 30, 2000 3
Statement of Stockholder's Equity for the period from
April 27, 2000 through September 30, 2000 4
Statement of Cash Flows for the period from
April 27, 2000 through September 30, 2000 5
Notes to Financial Statements 6-7
b) Interim Financial Statements are not provided at this time as
they are not applicable at this time.
c) Financial Statements of Businesses Acquired or to be acquired
are not provided at this time, as they are not applicable at this
time.
d) Proforma Financial Information is not provided at this time,
as it is not applicable at this time.
Item 2. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None - Not Applicable.
-15-
<PAGE>
Financial Statements
TABLE OF CONTENTS
Financial Statements Page
Independent Auditor's Report 1
Balance 2
Income Statement 3
Statement of Stockholder's Equity 4
Statement of Cash Flows 5
Footnotes 6
-16-
<PAGE>
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITOR'S REPORT
October 17, 2000
Board of Directors
Media and Entertainment.com, Inc.
Las Vegas, NV
I have audited the Balance Sheets of Media and Entertainment.com,
Inc. (the "Company") (A Development Stage Company), as of September
30, 2000, and the related Statements of Operations, Stockholders'
Equity, and Cash Flows for the period April 27, 2000 (Date of
Inception) to September 30, 2000. These financial statements are
the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the
audit 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 statement presentation. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Media
and Entertainment.com, Inc. (A Development Stage Company) as of
September 30, 2000, and the results of its operations and cash
flows for the period April 27, 2000 (Date of Inception) to
September 30, 2000 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note
5 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters is
also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/ G. Brad Beckstead, CPA
-17-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Balance Sheet
September 30, 2000
Assets
Cash $170,481
--------
Current assets 170,481
--------
$170,481
========
Liabilities and Stockholders' Equity
Accounts payable $45,000
--------
Current liabilities 45,000
--------
45,000
Common stock, $0.001 par value,
20,000,000 shares authorized; 4,949,750
shares issued and outstanding
at 9/30/00 4,950
Preferred stock, $0.001 par value,
5,000,000 shares authorized; no
shares issued and outstanding at 9/30/00 -0-
Additional paid-in capital 173,525
Deficit accumulated during development stage (52,994)
--------
125,481
--------
$170,481
========
The accompanying Notes are an integral part of these financial
statement
-18-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Income Statement
For the period
April 27, 2000 (Date of Inception) to
September 30, 2000
April 27, 2000
(Inception) to
September 30, 2000
------------------
Revenue $ -0-
General and administrative expenses 52,994
----------
Net loss $ (52,994)
===========
Weighted average number of
common shares outstanding 3,583,284
Net loss per share $ -0-
==========
The accompanying Notes are an integral part of these financial
statements
-19-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
April 27, 2000 (Date of Inception)
to September 30, 2000
Deficit
Accumulated
Additional During Total
Common Stock Paid-in Development Stockholders
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
April 26, 2000
Issued for cash
3,250,000 $3,250 $ 5,250 $ -0- $8,500
September 30, 2000
Issued for cash pursuant
to Rule 504 offering
1,699,750 1,700 168,275 169,975
Net Loss,
April 27, 2000
(inception) to
September 30, 2000
(52,994) (52,994)
------------------------------------------------------
Balance as of
September 30, 2000
4,949,750 $4,950 $ 173,525 $ (52,994) $125,481
========= ====== ========= ========== ========
The accompanying Notes are an integral part of these financial
statements
-20-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
April 27, 2000 (Date of Inception)
to September 30, 2000
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss (52,994)
Increase in accounts payable 45,000
--------
Net cash used by operating activities (7,994)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities -0-
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 4,950
Additional paid-in capital 173,525
---------
Net cash provided by financing activities 178,475
Beginning cash -0-
---------
Ending cash 170,481
=========
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
The accompanying Notes are an integral part of these financial
statements
-21-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized April 27, 2000 (Date of Inception) under
the laws of the State of Nevada. The Company has no operations and
in accordance with SFAS #7, the Company is considered a development
stage company. The Company is authorized to issue 20,000,000
shares of $0.001 par value common stock and 5,000,000 of its $0.001
par value common stock.
Note 2 - Summary of significant accounting policies
Accounting method
-----------------
The Company reports income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and cash equivalents
-------------------------
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 2000.
Reporting on the costs of start-up activities
---------------------------------------------
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial
statements.
Loss per share
--------------
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period. As of September 30,
2000, the Company had no dilutive common stock equivalents, such
as stock options or warrants.
Dividends
---------
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Year end
--------
The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expenses (benefit) results from the net change during the year of
deferred tax assets and liabilities.
There is no provision for income taxes for the year ended September
30, 2000, due to the net loss and no state income tax in Nevada.
-22-
<PAGE>
Media and Entertainment.com, Inc.
(A Development Stage Company)
Footnotes
Note 4 - Stockholders' Equity
The Company is authorized to issue 20,000,000 shares of its $0.001
par value common stock and 5,000,000 shares of its $0.001 par value
preferred stock.
On May 3, 2000, the Company issued 3,250,000 shares of its $.001
par value common stock for cash of $8,500. Of the total, $3,250 is
considered common stock and $5,250 is considered additional paid-in
capital.
On September 30, 2000, the Company closed its Reg. D, Rule 504 of
the 1933 Securities Act offering. Pursuant to the offering, the
Company issued 1,699,750 shares of $.001 par value common stock at
$.10 per share for total cash, net of $1,300 of offering costs, of
$169,975. Of the total, $1,700 is considered common stock, and
$168,275 is considered additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the 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
has not commenced its planned principal operations. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.
Note 6 - Related party transactions
The Company rents office space from JBS Executive Suites, LLC, a
company owned by one of the Company's shareholders. Total rent for
the period ended 9/30/00 is $312.
The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
Note 8 - Commitments
The Company entered into a consulting agreement with
GoPublicCentral.com for services relating to its public offerings,
investor relations, and corporate matters for a total of $50,000.
As of 9/30/00, the Company paid $5,000. The remaining $45,000 is
accrued in accounts payable. Subsequent to 9/30/00, the Company
paid GoPublicCentral.com $35,000.
Note 9 - Subsequent events
On October 4, 2000, the Company prepaid rent in the amount of
$7,755 to JBS Executive Suites, LLC, a company owned by a
shareholder.
-23-
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/ or Identification of Exhibit
- -----------------------------------------------------------------
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement,Liquidation,
or Succession.
None. Not Applicable
3. Articles of Incorporation & By - Laws
a) Articles of Incorporation of the Company Filed April 27, 2000
b) By-Laws of the Company adopted May 19, 2000
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Option of Legality
None. Not Applicable
6. Option on Liquidation Preference
None. Not Applicable
7. Option on Liquidation Matters
None. Not Applicable
8. Option on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
None. Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable-Computation of per share earnings can be
clearly determined from the Statement of Operations in the Company's
financial statements.
12. No Exhibit Required
None. Not applicable
-24-
<PAGE>
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letter of Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
None. Not Applicable
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
None. Not Applicable
23. Consent of Experts and Counsel
None. Not Applicable
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial data Schedule
-25-
<PAGE>
Financial Data Schedule of Media and Entertainment.com, Inc.
ending September 30, 2000
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
None - Not applicable
Item 2. Description of Exhibits
Exhibit Number Description of Exhibit
-------------------------------------------------------------------
3. Articles of Incorporation & By - Laws
a) Articles of Incorporation of the Company Filed April 27, 2000
b) By-Laws of the Company adopted May 19, 2000
-26-
<PAGE>
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.
Media and Entertainment, Inc.
-----------------------------
(Registrant)
Dated: December 21, 2000
By: /s/ Roger Paglia
- ----------------------
Roger Paglia, Chairman of the Board, President and Chief Executive
Officer
By: /s/ Jon Jannotta
- ----------------------
Executive Vice President, Director
-27-
