AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2000
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
MPTV, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 6532 88-0222781
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Code) Number)
Organization)
366 SAN MIGUEL DR.
SUITE 210
NEWPORT BEACH, CALIFORNIA 92660
(949) 760-6747
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
January 2000 Consulting Agreements
HURLEY C. REED
CHIEF EXECUTIVE OFFICER
MPTV, INC.
366 SAN MIGUEL DR. SUITE 210
NEWPORT BEACH, CALIFORNIA 92660
(949) 760-6747
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------------
COPY TO:
CATHRYN S. GAWNE, ESQ.
SILICON VALLEY LAW GROUP
152 NORTH THIRD STREET, SUITE 900
SAN JOSE, CALIFORNIA 95112
(408) 286-6100
<PAGE> 2
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 174,000,000 shares $ 0.054 $ 9,396,000 $ 2,480.54
Total 174,000,000 shares $ 0.054 $ 9,396,000 $ 2,480.54
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
--------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I are being
separately provided to our consultants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by MPTV, Inc. ("MPTV") with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:
(a) Our Annual Report on Form 10-KSB for the year ended December 31, 1999,
filed with the Securities and Exchange Commission on April 28, 2000 pursuant
to the Securities Exchange Act of 1934, as amended (the "exchange Act").
<PAGE> 3
(b) All other reports filed by us with the Securities and Exchange Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31,
1999.
In addition, all documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The following description of our securities and various provisions of our
Articles of Incorporation and our Bylaws are summaries. Our authorized capital
stock consists of 1,900,000,000 shares of common stock, par value $.01 per
share, of which 949,888,889 shares were issued and outstanding on March 31,
2000. As of March 31, 2000, we estimated that there were approximately 636
holders of record of our common stock.
Common Stock
The holders of outstanding shares of common stock are entitled to share
ratably in dividends declared out of assets legally available therefor at such
time and in such amounts as the board of directors may from time to time
lawfully determine. Each holder of common stock is entitled to one vote for
each share held. Cumulative voting in elections of directors and all other
matters brought before stockholders meetings, whether they be annual or
special, is not provided for under the Company's Articles of Incorporation or
Bylaws. The common stock is not entitled to conversion or preemptive rights
and is not subject to redemption or assessment. Upon liquidation, dissolution
or winding up of the Company, any assets legally available for distribution to
stockholders as such are to be distributed ratably among the holders of the
common stock at that time outstanding. The Common Stock presently outstanding
is fully paid and nonassessable.
Anti-Takeover Provisions of Nevada Law
We are incorporated under the laws of the State of Nevada and are therefore
subject to various provisions of the Nevada corporation laws which may have the
effect of delaying or deterring a change in the control or management of the
Company.
<PAGE> 4
Nevada's "Combination with Interested Stockholders Statute," Nevada Revised
Statutes 78.411-78.444, which applies to Nevada corporations like us having at
least 200 stockholders, prohibits an "interested stockholder" from entering
into a "combination" with the corporation, unless specific conditions are met.
A "combination" includes:
- -any merger with an "interested stockholder," or any other corporation which is
or after the merger would be, an affiliate or associate of the interested
stockholder;
- -any sale, lease, exchange, mortgage, pledge, transfer or other disposition of
assets, in one transaction or a series of transactions, to an "interested
stockholder," having:
-an aggregate market value equal to 5% or more of the aggregate market
value of the corporation's assets,
-an aggregate market value equal to 5% or more of the aggregate market
value of all outstanding shares of the corporation, or
-representing 10% or more of the earning power or net income of the
corporation;
- -any issuance or transfer of shares of the corporation or its subsidiaries, to
the "interested stockholder," having an aggregate market value equal to 5% or
more of the aggregate market value of all the outstanding shares of the
corporation,
- -the adoption of any plan or proposal for the liquidation or dissolution of
the corporation proposed by the "interested stockholder,"
- -transactions which would have the effect of increasing the proportionate
share of outstanding shares of the corporation owned by the "interested
stockholder," or
- -the receipt of benefits, except proportionately as a stockholder, of any
loans, advances or other financial benefits by an "interested stockholder."
An "interested stockholder" is a person who
- -directly or indirectly owns 10% or more of the voting power of the
outstanding voting shares of the corporation;
- -an affiliate or associate of the corporation which at any time within
three years before the date in question was the beneficial owner, directly
or indirectly, of 10% or more of the voting power of the then outstanding
shares of the corporation.
<PAGE> 5
A corporation to which the statute applies may not engage in a "combination"
within three years after the interested stockholder acquired its shares,
unless the combination or the interested stockholder's acquisition of shares
was approved by the board of directors before the interested stockholder
acquired the shares. If this approval was not obtained, then after the
three-year period expires, the combination may be consummated if all the
requirements in the Articles of Incorporation are met and either:
- -the board of directors of the corporation approves, prior to such person
becoming an "interested stockholder," the combination or the purchase of
shares by the "interested stockholder" or the combination is approved by the
affirmative vote of holders of a majority of voting power not beneficially
owned by the "interested stockholder" at a meeting called no earlier than
three years after the date the "interested stockholder" became such; or
- -the aggregate amount of cash and the market value of consideration other
than cash to be received by holders of common shares and holders of any other
class or series of shares meets the minimum requirements set forth in
Sections 78.411 through 78.443, inclusive, and prior to the consummation of
the combination, except in limited circumstances, the "interested stockholder"
will not have become the beneficial owner of additional voting shares of
the corporation.
Nevada's "Control Share Acquisition Statute," Nevada Revised Statute
(S)78.378-78.379, prohibits an acquiror, under some circumstances, from voting
shares of a target corporation's stock after crossing threshold ownership
percentages, unless the acquiror obtains the approval of the target
corporation's stockholders. The Control Share Acquisition Statute only applies
to Nevada corporations with at least 200 stockholders, including at least 100
record stockholders who are Nevada residents, and which do business directly
or indirectly in Nevada. While we do not currently exceed these thresholds,
we may well do so in the near future. Therefore, it is likely that the Control
Share Acquisition Statute will apply to us in the future. The statute
specifies three thresholds: at least one-fifth but less than one-third, at
least one-third but less than a majority, and a majority or more, of all the
outstanding voting power. Once an acquiror crosses one of the above
thresholds, shares which it acquired in the transaction taking it over the
threshold or within ninety days become "Control Shares" which are deprived of
the right to vote until a majority of the disinterested stockholders restore
that right.
A special stockholders' meeting may be called at the request of the
acquiror to consider the voting rights of the acquiror's shares no more than
50 days, unless the acquiror agrees to a later date, after the delivery by
the acquiror to the corporation of an information statement which sets forth
the range of voting power that the acquiror has acquired or proposes to
acquire and other information concerning the acquiror and the proposed control
share acquisition. If no such request for a stockholders' meeting is made,
consideration of the voting rights of the acquiror's shares must be taken at
the next special or annual stockholders' meeting. If the stockholders fail
to restore voting rights to the acquiror or if the acquiror fails to timely
deliver an information statement to the corporation, then the corporation
may, if so provided in its articles of incorporation or bylaws, call some of
the acquiror's shares for redemption. Our Articles of Incorporation and Bylaws
do not currently permit us to call an acquiror's shares for redemption under
these circumstances. The Control Share Acquisition Statute also provides that
the stockholders who do not vote in favor of restoring voting rights to the
Control Shares may demand payment for the "fair value" of their shares. This
amount is generally equal to the highest price paid in the transaction
subjecting the stockholder to the statute.
<PAGE> 6
Provisions of our Bylaws which are summarized below may affect potential
changes in control of the Company. The board of directors believes that these
provisions are in the best interests of stockholders because they will
encourage a potential acquiror to negotiate with the board of directors, which
will be able to consider the interests of all stockholders in a change in
control situation. However, the cumulative effect of these terms maybe to make
it more difficult to acquire and exercise control of the Company and to make
changes in management more difficult.
The Bylaws provide the number of directors of the Company shall be established
by the board of directors, but shall be no less than one. Between stockholder
meetings, the board of directors may appoint new directors to fill vacancies or
newly created directorships. A director may be removed from office by the
affirmative vote of 66-2/3% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
directors.
The Bylaws further provide that stockholder action may be taken at a meeting
of stockholders and may be effected by a consent in writing if such consent is
signed by the holders of the majority of outstanding shares, unless Nevada law
requires a greater percentage.
We are not aware of any proposed takeover attempt or any proposed attempt to
acquire a large block of our common stock.
The provisions described above may have the effect of delaying or deterring
a change in the control or management of the Company.
Limitation of Liability and Indemnification
We believe that provisions of our Articles of Incorporation and Bylaws will
be useful to attract and retain qualified persons as directors and officers.
Our Articles of Incorporation limit the liability of directors and officers
to the fullest extent permitted by Nevada law. This is intended to allow our
directors and officers the benefit of Nevada's corporation law which provides
that directors and officers of Nevada corporations may be relieved of monetary
liabilities for breach of their fiduciary duties as directors, except under
circumstances which involve acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or the payment of unlawful
distributions.
There is no pending litigation or proceeding involving a director, officer,
associate or other agent of the Company as to which indemnification is being
sought, nor are we aware of any threatened litigation that may result in
claims for indemnification by any director, officer, associate, or other agent.
Transfer Agent and Registrar
United Stock Transfer, Englewood, Colorado is the transfer agent and registrar
for our capital stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE> 7
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation provide for indemnification of the officers
and directors of MPTV to the full extent permitted by law. The Nevada
Private Corporation Law ("NPCL") provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party, by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to:
- -any action or suit by or in the right of the corporation against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred, in connection with the defense or settlement believed
to be in, or not opposed to, the best interests of the corporation, except
that indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent jurisdiction
to be liable to the corporation or for amounts paid in settlement to the
corporation; and
- -any other action or suit or proceeding against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement, actually
and reasonably incurred, if he or she acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, reasonable
cause to believe his or her conduct was unlawful.
To the extent that a director, officer, employee or agent has been
"successful on the merits or otherwise" the corporation must indemnify such
person. The articles of incorporation or bylaws may provide that the
expenses of officers and directors incurred in defending any such action
must be paid as incurred and in advance of the final disposition of such
action. The Nevada Private Corporation Law also permits the corporation
to purchase and maintain insurance on behalf of the corporation's directors
and officers against any liability arising out of their status as such,
whether or not the corporation would have the power to indemnify him against
such liability. These provisions may be sufficiently broad to indemnify
such persons for liabilities arising under the Securities Act.
We intend to enter into indemnification agreements with our directors and
officers. These agreements will provide, in general, that we will indemnify
such directors and officers for, and hold them harmless from and against,
any and all amounts paid in settlement or incurred by, or assessed against,
such directors and officers arising out of or in connection with the
service of such directors and officers as a director or officer of MPTV or
our affiliates to the fullest extent permitted by Nevada law.
We do not maintain liability insurance for our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 8
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this registration statement:
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.3 Consulting Agreement, dated January 1, 2000, between
MPTV and Sage Capital Investment, Limited.
10.4 First Amendment to Consulting Agreement, dated
November 15, 1996, between MPTV and TVC Associates, Inc.
10.5 Twenty-Third Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Harlan C. Erickson.
10.6 Eleventh Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Walter Haverkorst, III.
10.7 First Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Mark Neuhaus.
10.8 Consulting Agreement, dated January 1, 2000, between
MPTV and Ralph Mann
5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1)
23.2 Consent of Sarna & Company.
<PAGE> 9
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 6 above, 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 of 1933 and
is, therefore, unenforceable. In the event that 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 of 1933 and will be governed by the final adjudication
of such issue.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities ActSecurities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Newport Beach, State of California,
on May 1, 2000.
MPTV, INC.
By: /S/ Hurley C. Reed
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacitiy and on the date indicated.
SIGNATURE TITLE DATE
/S/ Hurley C. Reed Chief Executive Officer May 1, 2000
and Director
(principal executive officer)
<PAGE> 11
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.3 Consulting Agreement, dated January 1, 2000, between
MPTV and Sage Capital Investment, Limited.
10.4 First Amendment to Consulting Agreement, dated
November 15, 1996, between MPTV and TVC Associates, Inc.
10.5 Twenty-Third Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Harlan C. Erickson.
10.6 Eleventh Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Walter Haverkorst, III.
10.7 First Amendment to Consulting Agreement, dated
January 1, 2000, between MPTV and Mark Neuhaus.
10.8 Consulting Agreement, dated January 1, 2000, between
MPTV and Ralph Mann
5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Silicon Valley Law Group (included in
Exhibit 5.1)
23.2 Consent of Sarna & Company.
<PAGE> 12
EXHIBIT 10.3
CONSULTING AGREEMENT
BETWEEN
MPTV, INC.
and
SAGE CAPITAL INVESTMENT, LIMITED
Dated January 1, 2000
This Agreement entered into this 1st day of January, 2000 by and
between MPTV, Inc., a Nevada corporation having an office at 366
San Miguel, Suite 210, Newport Beach, California 92660 (hereinafter
"MPTV") and Sage Capital Investment, Limited, (hereinafter
"Consultant") having an address at Marron House, Virginia Street,
Nassau, Bahamas.
WITNESSETH
WHEREAS, MPTV is a public corporation engaged in the operation of
various business enterprises and is in need of consulting in the
form of Sales and marketing Services, and other transactions;
WHEREAS, Consultant is engaged in consulting of this nature,
Consultant is interested in providing MPTV with consulting services;
and
WHEREAS, MPTV wishes to engage Consultant to provide services.
NOW THEREFORE, in consideration of the mutual promises, covenants
and undertaking herein contained, the parties agree as follows:
1. MPTV agrees to retain Consultant as an independent contractor,
and not as an employee of MPTV, to provide consulting until March
26, 2001 with automatic renewal s on a year to year basis on the
anniversary date, unless rescinded by either MPTV or Consultant
30 days prior to the renewal date or terminated earlier in
accordance with the terms of this Agreement.
2. It is understood and agreed that Consultant shall render such
consulting services as requested by MPTV including without
limitation, sales, market strategies and solicitation plans.
Terms of the agreement are as follows:
a. Consultant shall only distribute materials and information
that have been approved by the company prior to distribution.
b. Consultant may employ sub-contractors to assist in his duties,
however, Consultant will be held responsible for all
information distributed.
<PAGE> 13
Consulting Agreement/SAGE CAPITAL INVESTMENT, LIMITED - Continued
c. Consultant will use his best efforts to obtain market and
sales contacts for the company.
d. Consultant hereby agrees that he or his sub-contractors will
not distribute misleading information, make false statements
or in any way deviate from standard practices as it relates
to information distributed under the laws and regulations of
the United States Securities laws. Consultant hereby
represents that he is familiar with the laws, rules and
regulations and will conduct her efforts within the guidelines
of those rules and laws.
e. Consultant shall be responsible for all costs associated with
his efforts. The company acknowledges that substantial costs
will be incurred by consultant with respect to worldwide travel,
telephone, postage and shipping.
f. The company realizes that the results of such efforts are
difficult to measure, therefore, the company and Consultant will
meet on a monthly basis to evaluate Consultants efforts.
Consultant agrees to furnish copies of all promotional materials
used in relation to his efforts for MPTV.
g. Consultant understands and agrees that any deviation from the
accepted practices as it relates to promotion for a public company,
and misrepresentation or mailing of false or misleading information
regarding the company will be grounds for immediate termination of
this contract.
3. MPTV shall issue to Consultant as consideration for these agreement
Thirty Million (30,000,000) shares of MPTV, Inc. common stock registered
under an S-8 filing with the SEC. With a guarantee gross sales price of
Five Cents ($0.05) per share. As additional consideration, MPTV, Inc.
shall issue a warrants to purchase Ten Million (10,000,000) shares of
common stock at a price of Fifty Percent (50%) of the closing price for
MPTV common stock on the date that MPTV share are issued to Sage.
4. Any notices or other communications or documents to be given or permitted
hereunder to any party shall be mailed first class, postage prepaid, and
if to MPTV addressed to:
MPTV, INC.
366 San Miguel, Suite 210
Newport Beach, California 92660
and if to Consultant, addressed to:
Sage Capital Investment, Limited
Marron House, Virginia Street
Nassau, Bahamas
<PAGE> 14
Consulting Agreement - MPTV/SAGE CAPITAL INVESTMENT, LIMITED - Continued
5. In the event any one or more of the provisions contained in this
Agreement shall, for any reason, be expressly held to be invalid,
illegal or unenforceable in any respect, such invalidity illegality
or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
6. This Agreement shall be binding on Consultant's heirs, legal
representatives and assigns, and shall inure to the benefit of any
successors and assigns of MPTV.
7. Any waiver of a right under or breach of a provision of this Agreement
shall not be a waiver of any other rights or subsequent breach of the
same or other provisions of this Agreement.
8. This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Nevada.
9. This Agreement supersedes all previous agreements between the parties
with respect to the subject matter hereof. This Agreement constitutes
the entire Agreement between the parties hereto and there are no
understandings, representations or warranties of any kind whatsoever
except as herein set forth.
10. This Agreement shall not supercede any other agreement that MPTV shall
have with Sage Capital Investment, Limited and shall not take
precedence.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate to be effective as of the date written above.
MPTV, INC. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Anthony Thompson
President/COO President
<PAGE> 15
EXHIBIT 10.4
FIRST AMENDMENT TO CONSULTING AGREEMENT
BETWEEN MPTV, INC.
and
TVC ASSOCIATES, INC.,a Nevada corporation
Dated November 15, 1996
This Agreement entered into this 1st day of January, 2000 by and between
MPTV, Inc., a Nevada corporation having an office at 366 San Miguel,
Suite 210, Newport Beach, California 92660 (hereinafter "MPTV") and TVC
Associates, Inc., a Nevada corporation,(hereinafter "Consultant") having
an address 177 Riverside Drive, Newport Beach, California 92660.
WITNESSETH
WHEREAS, MPTV has entered into a Consulting Agreement with the Consultant
on November 15, 1996 to provide design, acquisition of building permits
construction management and other transactions.
WHEREAS, MPTV and Consultant wish to amend this agreement.
NOT THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agrees as follows:
MPTV agrees to retain the Consultant and the Consultants agrees to be
retained until March 26, 2001 with automatic renewal on a year to year
basis on the anniversary date, unless rescinded by either MPTV or
Consultant 30 days prior to the renewal date.
As consideration for this commitment to provide services through
March 26, 2001, MPTV shall issue to Consultant 25,000,000 common stock
registered under an S-8 filing with the SEC.
On the anniversary date of each year the consideration shall be
negotiated.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
duplicate to be effective as of the date written above.
MPTV, Inc. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Charles Van Cleve
<PAGE> 16
EXHIBIT 10.5
ELEVENTH AMENDMENT TO CONSULTING AGREEMENT
BETWEEN MPTV, INC.
and
HARLAN C. ERICKSON
Dated October 19, 1995
This Agreement entered into this 1st day of January, 2000 by and between
MPTV, Inc., a Nevada corporation having an office at 366 San Miguel,
Suite 210, Newport Beach, California 92660 (hereinafter "MPTV") and
Harlan C. Erickson,, (hereinafter "Consultant") having an address 43
Southampton Court, Newport Beach, Ca, 92660.
WITNESSETH
WHEREAS, MPTV has entered into a Consulting Agreement with the Consultant
on November 15, 1996 to provide Sales and Marketing Services and other
transactions.
WHEREAS, MPTV and Consultant wish to amend this agreement.
NOT THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agrees as follows:
MPTV agrees to retain the Consultant and the Consultants agrees to be
retained until March 26, 2001 with automatic renewal on a year to year
basis on the anniversary date, unless rescinded by either MPTV or
Consultant 30 days prior to the renewal date.
As consideration for this commitment to provide services through
March 26, 2001, MPTV shall issue to Consultant 3,000,000 common stock
registered under an S-8 filing with the SEC.
On the anniversary date of each year the consideration shall be negotiated.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
duplicate to be effective as of the date written above.
MPTV, Inc. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Harlan C. Erickson
<PAGE> 17
EXHIBIT 10.6
ELEVENTH AMENDMENT TO CONSULTING AGREEMENT
BETWEEN MPTV, INC.
and
WALTER HAVEKORST, III
Dated May 1, 1996
This Agreement entered into this 1st day of January, 2000 by and between
MPTV, Inc., a Nevada corporation having an office at 366 San Miguel,
Suite 210, Newport Beach, California 92660 (hereinafter "MPTV") and Walter
Havekorst, III, (hereinafter "Consultant") having an address P.O. Box 3636,
Newport Beach, Ca, 92659.
WITNESSETH
WHEREAS, MPTV has entered into a Consulting Agreement with the Consultant
on November 15, 1996 to provide Sales and Marketing Services and other
transactions.
WHEREAS, MPTV and Consultant wish to amend this agreement.
NOT THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agrees as follows:
MPTV agrees to retain the Consultant and the Consultants agrees to be
retained until March 26, 2001 with automatic renewal on a year to year
basis on the anniversary date, unless rescinded by either MPTV or
Consultant 30 days prior to the renewal date.
As consideration for this commitment to provide services through March 26,
2001, MPTV shall issue to Consultant 1,000,000 common stock registered
under an S-8 filing with the SEC.
On the anniversary date of each year the consideration shall be negotiated.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
duplicate to be effective as of the date written above.
MPTV, Inc. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Walter Havekorst, III
<PAGE> 18
EXHIBIT 10.7
FIRST AMENDMENT TO CONSULTING AGREEMENT
BETWEEN MPTV, INC.
and
MARK NEUHAUS
Dated June 6, 1999
This Agreement entered into this 1st day of January, 2000 by and between
MPTV, Inc., a Nevada corporation having an office at 366 San Miguel,
Suite 210, Newport Beach, California 92660 (hereinafter "MPTV") and Mark
Neuhaus, (hereinafter "Consultant") having an address 50 W. Liberty Street,
Ste. 880, Reno, Nevada 89501.
WITNESSETH
WHEREAS, MPTV has entered into a Consulting Agreement with the Consultant
on June 6, 1999 to provide Sales and Marketing Services and other
transactions.
WHEREAS, MPTV and Consultant wish to amend this agreement.
NOT THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agrees as follows:
MPTV agrees to retain the Consultant and the Consultants agrees to be
retained until March 26, 2001 with automatic renewal on a year to year
basis on the anniversary date, unless rescinded by either MPTV or
Consultant 30 days prior to the renewal date.
As consideration for this commitment to provide services through March 26,
2001, MPTV shall issue to Mark Neuhaus and/or assignees Coldwater Capital,
LLC 45,000,000 to Maple, Poplas and Ash, Ltd. 10,000,000 common stock
registered under an S-8 filing with the SEC. Additional shares shall be
issued from time to time within this agreement.
On the anniversary date of each year the consideration shall be negotiated.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
duplicate to be effective as of the date written above.
MPTV, Inc. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Mark Neuhaus
<PAGE> 19
EXHIBIT 10.8
CONSULTING AGREEMENT
BETWEEN
MPTV, INC.
and
RALPH MANN
Dated January 1, 2000
This Agreement entered into this 1st day of January, 2000 by and
between MPTV, Inc., a Nevada corporation having an office at #366
San Miguel, Suite 210, Newport Beach, California 92660 (hereinafter
"MPTV") and Ralph Mann, (hereinafter "Consultant") having an address
at 31712 Casino Drive, #7B, Elisonore, California.
WITNESSETH
WHEREAS, MPTV is a public corporation engaged in the operation of
various business enterprises and is in need of consulting in the form
of Sales and marketing Services, and other transactions;
WHEREAS, Consultant is engaged in consulting of this nature, Consultant
is interested in providing MPTV with consulting services; and
WHEREAS, MPTV wishes to engage Consultant to provide services.
NOW THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agree as follows:
1. MPTV agrees to retain Consultant as an independent contractor, and
not as an employee of MPTV, to provide consulting until March 26,
2001 with automatic renewals on a year to year basis on the
anniversary date. This agreement can be rescinded at any time by
either MPTV or Consultant in writing, with 30 days prior notice.
2. It is understood and agreed that Consultant shall render such
consulting services as requested by MPTV including without
limitation, sales, market strategies and solicitation plans.
Terms of the agreement are as follows:
a. Consultant shall only distribute materials and information that
have been approved by the company prior to distribution.
b. Consultant may employ sub-contractors to assist in his duties,
however, Consultant will be held responsible for all information
distributed.
<PAGE> 20
Consulting Agreement/RALPH MANN - Continued
c. Consultant will use his best efforts to obtain market and sales
contacts for the company.
d. Consultant hereby agrees that he or his sub-contractors will not
distribute misleading information, make false statements or in
any way deviate from standard practices as it relates to information
distributed under the laws and regulations of the United States
Securities laws. Consultant hereby represents that he is familiar
with the laws, rules and regulations and will conduct her efforts
within the guidelines of those rules and laws.
e. Consultant shall be responsible for all costs associated with his
efforts. The company acknowledges that substantial costs will be
incurred by consultant with respect to worldwide travel, telephone,
postage and shipping.
f. The company realizes that the results of such efforts are difficult
to measure, therefore, the company and Consultant will meet on a
monthly basis to evaluate Consultants efforts. Consultant agrees to
furnish copies of all promotional materials used in relation to his
efforts for MPTV.
g. Consultant understands and agrees that any deviation from the
accepted practices as it relates to promotion for a public company,
and misrepresentation or mailing of false or misleading information
regarding the company will be grounds for immediate termination of
this contract.
3. MPTV shall issue to Consultant as consideration for this agreement Ten
Million (10,000,000) shares of MPTV, Inc. common stock registered under
an S-8 filing with the SEC, per month for a term of six (6) months for
a total of Sixty Million (60,000,000) shares.
4. Any notices or other communications or documents to be given or
permitted hereunder to any party shall be mailed first class, postage
prepaid, and if to MPTV addressed to:
MPTV, INC.
366 San Miguel, Suite 210
Newport Beach, California 92660
and if to Consultant, addressed to:
Ralph Mann
31712 Casino Drive, #7G
Elisnore, CA 92530
<PAGE> 21
Consulting Agreement - MPTV/RALPH MANN - Continued
5. In the event any one or more of the provisions contained in this
Agreement shall, for any reason, be expressly held to be invalid,
illegal or unenforceable in any respect, such invalidity illegality
or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
6. This Agreement shall be binding on Consultant's heirs, legal
representatives and assigns, and shall inure to the benefit of any
successors and assigns of MPTV.
7. Any waiver of a right under or breach of a provision of this Agreement
shall not be a waiver of any other rights or subsequent breach of the
same or other provisions of this Agreement.
8. This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Nevada.
9. This Agreement supersedes all previous agreements between the parties
with respect to the subject matter hereof. This Agreement constitutes
the entire Agreement between the parties hereto and there are no
understandings, representations or warranties of any kind whatsoever
except as herein set forth.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate to be effective as of the date written above.
MPTV, INC. CONSULTANT
By:/S/ Hurley C. Reed By:/S/ Ralph Mann
President/COO
<PAGE> 22
EXHIBIT 5.1
[LETTERHEAD]
May 1, 2000
MPTV, Inc.
366 San Miguel
Suite 201
Newport Beach, California 92660
Re: MPTV, Inc.
Registration Statement on Form S-8
Gentlepersons:
We are counsel to MPTV, Inc., a Nevada corporation (the "Company").
We have assisted the Company in its preparation of a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), registering an aggregate of 174,000,000
shares of common stock, $.01 par value, of the Company (the "Common Stock")
issued to certain consultants pursuant to consulting agreements
(the "Agreements").
In rendering this opinion, we have considered such questions of law
and examined such statutes and regulations, corporate records, certificates
and other documents (including but not limited to the Agreements) and have
made such other examinations, searches and investigations as we have
considered necessary. In such examinations we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted
to us as certified or as photocopies or telecopies. We have not made an
independent examination of the laws of any jurisdiction other than California
and the federal laws of the United States, and we do not express or imply any
opinions in respect to the laws of any other jurisdiction. The opinions
expressed herein are based on legislation and regulations in effect on the
date hereof.
Based on and subject to the foregoing, we are of the opinion that
the Common Stock is duly and validly issued, fully paid and nonassessable
shares of Common Stock.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with
the Registration Statement under the provisions of the Securities Act.
Very truly yours,
/s/ SILICON VALLEY LAW GROUP
SILICON VALLEY LAW GROUP
<PAGE> 23
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MPTV, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 27, 2000 appearing in
the Annual Report on Form 10-KSB of MPTV, Inc. for the year ended
December 31, 1999.
By: /s/ Sarna & Company
Westlake Village, California
May 1, 2000
