-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4o7aMhV9v9z8OlMFz+7yYgchXfizNlLRYFkiYB+sFoyfJpaxHhIIfg6g2LC1WEg aQtt0r2QL7cztR5IswO0xg== 0001139020-02-000001.txt : 20020413 0001139020-02-000001.hdr.sgml : 20020413 ACCESSION NUMBER: 0001139020-02-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020104 EFFECTIVENESS DATE: 20020104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA & ENTERTAINMENT COM INC CENTRAL INDEX KEY: 0001120411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522236253 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-76292 FILM NUMBER: 2502058 BUSINESS ADDRESS: STREET 1: 500 N RAINBOW BLVD #300 CITY: LAS VEGAS STATE: NV ZIP: 89107 BUSINESS PHONE: 7022211935 MAIL ADDRESS: STREET 1: 500 N RAINBOW BLVD #300 CITY: LAS VEGAS STATE: NV ZIP: 89107 S-8 1 s8.txt FORM S-8 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Media and Entertainment.com, Inc. ---------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 52-2236253 (STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 500 N. Rainbow Blvd., Suite 300 Las Vegas NV 89107 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (702) 221-1935 Consulting Agreements Between The Company and Scott Bleazard and Stephen Brock (Full title of the plans) Roger Paglia, President Media and Entertainment.com, Inc. 500 North Rainbow Blvd, Suite 300 Las Vegas, Nevada 89107 (Name and address of agent for service) (702) 221-1935 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) PAGE-1- CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum offering aggregate Title of securities Amount to be price offering Registration to be registered registered per unit price fee - ------------------------------------------------------------------------- Common Stock, par 150,000 Shares $0.40 $60,000 $14.33 value, $0.001 per share - ------------------------------------------------------------------------- *Estimated solely for purposes of calculating the registration fee. Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based upon the average of the bid and asked price of Common Stock of Media and Entertainment.com, Inc. as reported on the OTCBBr on January 3, 2001. PART I Information Required in the Section 10(a) Prospectus Item 1. Plan Information The Company is offering shares of its common stock to various individuals for consulting services on the Company's behalf. This issuance of shares is being made pursuant to consulting agreements between the Company and the individuals. The Company has equated this number of shares to the value of the consulting services provided or to be provided by these individuals. The shares issued hereunder will not be subject to any resale restrictions. The following individuals will receive the number of shares listed next to their names: Scott Bleazard 75,000 Stephen Brock 75,000 Item 2. Registrant Information And Employee Plan Annual Information. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. PAGE-2- PART II Information Required in the Registration Statement ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Media and Entertainment.com, Inc., a Nevada corporation (the Company"), are incorporated herein by reference: (a) The registrant's Articles of Incorporation filed on April 27, 2000; (b) The registrant's By-Laws filed on April 27, 2000; (c) The Company's Form 10-SB12G Registration Statement filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Commission on January 17, 2001; (d) The Form 10-KSB annual report of the Company for its fiscal year ended December 31, 2000, and all other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year ended December 31, 2000; and (e) All documents subsequently filed by the registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during the effectiveness of this registration statement. All documents incorporated by reference herein will be made available to all participants without charge, upon written or oral request. Other documents required to be delivered to participants pursuant to Rule 428(b)(1) under the Securities Act of 1933 are also available without charge, upon written or oral request. All requests for documents shall be directed to: Roger Paglia, President Media and Entertainment.com, Inc. 500 North Rainbow Boulevard, Suite 300 Las Vegas, Nevada 89107 (702) 221-1935 PAGE-3- ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The shares registered herein are being issued to the consultants for services provided to the Registrant. Neither the Registrant's Accountants nor any other experts named in the registration statement have any equity or other interest in the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Articles of Incorporation of the Company provide for the Indemnification of employees and officers in certain cases. Insofar as indemnification for liabilities arising under the Securities Act of 1922 may be permitted to directors, officers or persons controlling the company pursuant to the foregoing provisions, the company has been informed that in the opinion of the securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore not enforceable. At the present time, the Company does not have any officer-director liability insurance although permitted by Section 78.752 of the GCL, nor does the Company have indemnification agreements with any of its directors, officers, employees or agents. In addition, the Company is a Nevada corporation. Section 78.751 of the Nevada General Corporation Laws provides as follows: 78.751 Indemnification of officers, directors, employees and agents; advance of expenses. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he 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 another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suitor proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he 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 another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. PAGE-4- 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, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders: (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot to obtained, by independent legal counsel in a written opinion; or 5. The Articles of Incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, PAGE-5- may not be made to or on behalf of any director or officer if a final adjudication establishes that his act or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and endures to the benefit of the heirs, executors and administrators of such a person. 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 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 and will be governed by the final adjudication of such issue. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 - Consulting Agreement between Media and Entertainment.com, Inc. and Scott Bleazard 4.2 - Consulting Agreement between Media and Entertainment.com, Inc. and Stephen Brock 5.1 - Opinion of Harold P. Gewerter and Associates 23.1 - Consent of Harold P. Gewerter and Associates (included in Exhibit 5.1 above) 23.2 - Consent of G. Brad Beckstead, CPA ITEM 9. UNDERTAKINGS. (a) The undersigned Company 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. PAGE-6- (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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 Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses paid or incurred by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. PAGE-7- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Las Vegas, the State of Nevada, on this 4th day of January, 2002. Media and Entertainment.com, Inc. By: /s/ Roger Paglia --------------------- Roger Paglia, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: January 4, 2002 /s/ Roger Paglia - ------------------------ Roger Paglia President and Director January 4, 2002 /s/ Benedict Paglia - ------------------------ Benedict Paglia Secretary EX-4 3 ex4_1.txt CONSULTING AGREEMENT SCBZ Exhibit 4.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of December 20,2001 between Media and Entertainment.com, Inc., a Nevada corporation (the "Company"), and Scott Bleazard ("Consultant"), an individual. WITNESSETH: WHEREAS, Company desires to retain Consultant to consult and advise the Company, and Consultant is willing to provide such services: NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the parties agree as follows: Consulting Arrangement. The Company hereby engages Consultant as an independent contractor and not as an employee, to render consulting services to the Company as hereinafter provided and Consultant hereby accepts such engagement for a period commencing on December 20, 2001 and ending on the June 7, 2002. Consultant agrees that Consultant will not have any authority to bind or act on behalf of the Company. Consultant shall at all times be an independent contractor hereunder, rather than an agent, coventurer, employee or representative of the Company. The Company hereby acknowledges and agrees that Consultant may engage directly or indirectly in other businesses and ventures and shall not be required to perform any services under this Agreement when, or for such periods in which, the rendering of such services shall unduly interfere with such other businesses and ventures, providing that such undertakings do not completely preempt Consultant's availability during the term of this Agreement. Neither Consultant nor his employees will be considered by reason of the provisions of this Agreement or otherwise as being an employee of the Company or as being entitled to participate in any health insurance, medical, pension, bonus or similar employee benefit plans sponsored by the Company for its employees. Consultant shall report all earnings under this Agreement in the manner appropriate to its status as an independent contractor and shall file all necessary reports and pay all taxes with respect to such payments. Services 1. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, and Consultant hereby accepts the engagement, to provide advice, analysis and recommendations (the "Services") to the Company with respect to the following: A. Identifying prospective strategic partners and strategic alliances; PAGE-1- B. Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by Client; C. Business development and business advertising, including coordinating live events; D. Due diligence processes and capital structures and filing issues; E. Business strategies; F. Corporate imaging advertising including print, online and multimedia mediums; G. Development of business compensation policies; H. Periodic reporting as to developments concerning the industry which may be relevant or of interest or concern to the Client or the Client's business; I. Developing and managing Strategic Planning issues; J. Providing Project Management services for various projects; K. Assisting in the management of other outsource vendors; L. Online content development and coordination for the Client's web presence; M. Provide management consulting services including: analyzing historical operational performance, reviewing operational performance of the Company on a monthly basis, making recommendations to enhance the operational efficiency. N. Consulting on alternatives to enhance operational growth of the Company; O. Coordinating corporate administrative activities. During the term of this Agreement, Consultant shall render such consulting services as the Company from time to time reasonably requests, which services shall include but not be limited to those rendered by Consultant to Company prior to the date hereof; provided that: (a) To the extent practicable such services shall be furnished only at such time and places as are mutually satisfactory to the Company and Consultant; and (b) Consultant shall devote as much time as needed in performing such services and shall not be required to perform any services hereunder while Consultant is on vacation or suffering from an illness. PAGE-2- P. Services expressly prohibited by the Client under the terms of this Agreement include: * Reorganizations, mergers, divestitures, and due diligence studies; * Capital sources and the formation of financial transactions; * Banking methods and systems; * Guidance and assistance in available alternatives to maximize shareholder value; * Periodic preparation and distribution of research reports and information to the broker/dealer and investment banking community; * Press Release preparation and distribution. 2. Compensation and Expenses. For the Services provided by the Consultant, the Company (i) shall compensate the Consultant by delivering to the Consultant, not later than January 4, 2002, seventy five thousand (75,000) shares of the common stock of the Company ("Common Stock") that is Freely Tradeable (as hereinafter defined). "Freely Tradeable" means shares that may be sold at any time by the Consultant free of any contractual or other restriction on transfer and which have been appropriately listed or registered for such sale on all securities markets on any shares of the Common Stock are currently so listed or registered; and (ii) the Company shall be responsible for the payment of the reasonable out-of-pocket costs and expenses of Consultant incurred prior to, or on or after the date of this Agreement, in connection with its engagement under this Agreement, including, but not limited to, reasonable fees and disbursements of counsel for Consultant, travel and related expenses, document production and computer database charges. The Company shall reimburse Consultant for such costs and expenses as they are incurred, promptly after receipt of a request for reimbursement from Consultant. 3. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Company and its affiliates, successors and assigns and is binding upon and inures to the benefit of Consultant and his successors and assigns; provided that in no event shall Consultant's obligations to perform the Services be delegated or transferred by Consultant without the prior written consent of the Company. 4. Term. This Agreement shall commence on the date hereof and, unless sooner terminated in accordance with the provisions of Section 6 hereof, shall expire on June 7, 2002. However, the Agreement may be extended by mutual written consent. 5. Termination. Either the Company or Consultant may terminate this Agreement for material breach upon at least thirty (30) days prior written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period. 6. Independent Contractor Relationship. Consultant and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority. PAGE-3- 7. Indemnification. Company shall indemnify and hold harmless the Consultant from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any third-party claims, actions, proceedings, investigations, or litigation relating to or arising from or in connection with this Agreement, or any act or omission by Company. 8. Notice. For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when delivered, if personally delivered, (ii) when sent by facsimile transmission, when receipt therefore has been duly received, or (iii) when mailed by United States registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, addressed set forth in the preamble to this Agreement or to such other address as any party may have furnished to the other in any writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 9. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by authorized officers of each party. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of Nevada. Any controversy arising under or in relation to this Agreement shall be settled by binding arbitration in Las Vegas, Nevada in accordance with the laws of the State of Nevada and the rules of the American Arbitration Association. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11. Severability. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances. In addition, if any one or more of the provisions contained in this Agreement shall for any reason in any jurisdiction be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reduction it, so as to be enforceable to the extent compatible with the applicable law of such jurisdiction as it shall then appear. PAGE-4- IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Company and Consultant as of the date first written above. Signature of Contractor Name: Scott Bleazard Address: 500 North Rainbow Boulevard, Suite 300 Las Vegas, 89107 Signature: /s/ Scott Bleazard -------------------- Signature of Company Name: Media and Entertainment.com, Inc. Address: 500 North Rainbow Boulevard, Suite 300 Las Vegas, 89107 Signature: /s/ Roger Paglia ------------------ PAGE-5- EX-4 4 ex4_2.txt CONSULTING AGREEMENT STBR Exhibit 4.2 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of December 20, 2001, between Media and Entertainment.com, Inc., a Nevada corporation (the "Company"), and Stephen Brock ("Consultant"), an individual. WITNESSETH: WHEREAS, Company desires to retain Consultant to consult and advise the Company, and Consultant is willing to provide such services: NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the parties agree as follows: Consulting Arrangement. The Company hereby engages Consultant as an independent contractor and not as an employee, to render consulting services to the Company as hereinafter provided and Consultant hereby accepts such engagement for a period commencing on December 20, 2001 and ending on the June 7, 2002. Consultant agrees that Consultant will not have any authority to bind or act on behalf of the Company. Consultant shall at all times be an independent contractor hereunder, rather than an agent, coventurer, employee or representative of the Company. The Company hereby acknowledges and agrees that Consultant may engage directly or indirectly in other businesses and ventures and shall not be required to perform any services under this Agreement when, or for such periods in which, the rendering of such services shall unduly interfere with such other businesses and ventures, providing that such undertakings do not completely preempt Consultant's availability during the term of this Agreement. Neither Consultant nor his employees will be considered by reason of the provisions of this Agreement or otherwise as being an employee of the Company or as being entitled to participate in any health insurance, medical, pension, bonus or similar employee benefit plans sponsored by the Company for its employees. Consultant shall report all earnings under this Agreement in the manner appropriate to its status as an independent contractor and shall file all necessary reports and pay all taxes with respect to such payments. Services 1. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, and Consultant hereby accepts the engagement, to provide advice, analysis and recommendations (the "Services") to the Company with respect to the following: A. Identifying prospective strategic partners and strategic alliances; PAGE-1- B. Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by Client; C. Business development and business advertising, including coordinating live events; D. Due diligence processes and capital structures and filing issues; E. Business strategies; F. Corporate imaging advertising including print, online and multimedia mediums; G. Development of business compensation policies; H. Periodic reporting as to developments concerning the industry which may be relevant or of interest or concern to the Client or the Client's business; I. Developing and managing Strategic Planning issues; J. Providing Project Management services for various projects; K. Assisting in the management of other outsource vendors; L. Online content development and coordination for the Client's web presence; M. Provide management consulting services including: analyzing historical operational performance, reviewing operational performance of the Company on a monthly basis, making recommendations to enhance the operational efficiency. N. Consulting on alternatives to enhance operational growth of the Company; O. Coordinating corporate administrative activities. During the term of this Agreement, Consultant shall render such consulting services as the Company from time to time reasonably requests, which services shall include but not be limited to those rendered by Consultant to Company prior to the date hereof; provided that: (a) To the extent practicable such services shall be furnished only at such time and places as are mutually satisfactory to the Company and Consultant; and (b) Consultant shall devote as much time as needed in performing such services and shall not be required to perform any services hereunder while Consultant is on vacation or suffering from an illness. PAGE-2- P. Services expressly prohibited by the Client under the terms of this Agreement include: * Reorganizations, mergers, divestitures, and due diligence studies; * Capital sources and the formation of financial transactions; . Banking methods and systems; * Guidance and assistance in available alternatives to maximize shareholder value; * Periodic preparation and distribution of research reports and information to the broker/dealer and investment banking community; * Press Release preparation and distribution. 2. Compensation and Expenses. For the Services provided by the Consultant, the Company (i) shall compensate the Consultant by delivering to the Consultant, not later than January 4, 2002, seventy five thousand (75,000) shares of the common stock of the Company ("Common Stock") that is Freely Tradeable (as hereinafter defined). "Freely Tradeable" means shares that may be sold at any time by the Consultant free of any contractual or other restriction on transfer and which have been appropriately listed or registered for such sale on all securities markets on any shares of the Common Stock are currently so listed or registered; and (ii) the Company shall be responsible for the payment of the reasonable out-of-pocket costs and expenses of Consultant incurred prior to, or on or after the date of this Agreement, in connection with its engagement under this Agreement, including, but not limited to, reasonable fees and disbursements of counsel for Consultant, travel and related expenses, document production and computer database charges. The Company shall reimburse Consultant for such costs and expenses as they are incurred, promptly after receipt of a request for reimbursement from Consultant. 3. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Company and its affiliates, successors and assigns and is binding upon and inures to the benefit of Consultant and his successors and assigns; provided that in no event shall Consultant's obligations to perform the Services be delegated or transferred by Consultant without the prior written consent of the Company. 4. Term. This Agreement shall commence on the date hereof and, unless sooner terminated in accordance with the provisions of Section 6 hereof, shall expire on June 7, 2002. However, the Agreement may be extended by mutual written consent. 5. Termination. Either the Company or Consultant may terminate this Agreement for material breach upon at least thirty (30) days prior written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period. PAGE-3- 6. Independent Contractor Relationship. Consultant and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority. 7. Indemnification. Company shall indemnify and hold harmless the Consultant from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any third-party claims, actions, proceedings, investigations, or litigation relating to or arising from or in connection with this Agreement, or any act or omission by Company. 8. Notice. For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when delivered, if personally delivered, (ii) when sent by facsimile transmission, when receipt therefore has been duly received, or (iii) when mailed by United States registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, addressed set forth in the preamble to this Agreement or to such other address as any party may have furnished to the other in any writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 9. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by authorized officers of each party. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of Nevada. Any controversy arising under or in relation to this Agreement shall be settled by binding arbitration in Las Vegas, Nevada in accordance with the laws of the State of Nevada and the rules of the American Arbitration Association. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11. Severability. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances. In addition, if any one or more of the provisions contained in this Agreement shall for any reason in any jurisdiction be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reduction it, so as to be enforceable to the extent compatible with the applicable law of such jurisdiction as it shall then appear. PAGE-4- IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Company and Consultant as of the date first written above. Signature of Contractor Name: Stephen Brock Address: 500 North Rainbow Boulevard, Suite 300 Las Vegas, 89107 Signature: /s/ Stephen Brock ------------------- Signature of Company Name: Media and Entertainment.com, Inc. Address: 500 North Rainbow Boulevard, Suite 300 Las Vegas, 89107 Signature: /s/ Roger Paglia ------------------ PAGE-5- EX-5 5 ex5.txt OPINION OF LEGAL COUNSEL Exhibit 5.1 101 Convention Center Drive Suite 1225 Las Vegas, Nevada USA 89109 Office: (702) 221-2094 Cell: (702) 375-9471 Facsimile: (702) 735-5330 E-Mail: hga@attorney.com HAROLD P. GEWERTER & ASSOCIATES Harold P. Gewerter, ESQ. - --------------------------------- January 4, 2001 VIA EDGAR TRANSMISSION Media and Entertainment.com, Inc. 500 North Rainbow Blvd., Suite 300 Las Vegas, Nevada 89107 Re: 150,000 Shares of Common Stock, $0.001 par value per share Ladies and Gentlemen: We have acted as counsel to Media and Entertainment.com, Inc., a Nevada corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 150,000 shares of the Company's common stock, $0.001 par value, in connection with the Consulting Services Agreements (the "Agreements") entered into by and between the Company and certain consultants to the Company. This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We are familiar with the proceedings to date with respect to the proposed issuance of the shares contemplated by the Registration Statement and have examined such records, documents and questions of law and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and 2. Assuming the accuracy of the documents, representations and warranties of the Company, each share that will be newly issued under the terms and provisions of the Agreements, will have legally issued, fully paid and non-assessable when: a. The Registration Statement, as it may be amended, shall have become effective under the Securities Act; b. Such shares shall have been duly issued pursuant to the authorization of the Company's Board of Directors or a duly authorized committee thereof, in the manner contemplated by them; and c. A certificate representing such shares shall have been duly executed, countersigned and registered and duly delivered to the participant thereof against payment of the agreed consideration therefore (not less than the par value thereof) determined in accordance with the terms of the Agreements. We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares, as contemplated by the Registration Statement. In delivering this opinion letter, we have assumed, as to questions of fact, among other things, the accuracy of representations and the genuineness of documents and signatures given to or reviewed by us. This opinion letter is limited to the General Corporation Law of the State of Nevada. The opinions expressed herein are solely for your benefit in connection with the Form S-8 Registration Statement of the Company and may not be relied upon in any manner or for any purpose by any other person or entity without the prior written consent of this firm. We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Commission thereunder. Sincerely, /s/ Harold P. Gewerter, Esq. ---------------------------- EX-23 6 ex23.txt AUDITOR'S CONSENT Exhibit 23.2 G. BRAD BECKSTEAD Certified Public Accountant 330 E. Warm Springs Las Vegas, NV 89119 702.528.1984 425.928.2877 efax January 3, 2002 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS I hereby consent to the incorporation by reference in the Registration Statement of Media and Entertainment.com, Inc. on Form S-8, of my report dated February 27, 2001, on my audit of the financial statements of Media and Entertainment.com, Inc. as of and for the year ended December 31, 2000, which report is included in the Annual Report on Form 10-KSB. Signed, /s/G. Brad Beckstead, CPA - ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----