-----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, ULMbrkkPaODJPmhKlnP6b1lGxTletdn4pfRpyzBH+glCEvVxCcBx60kadfnNGX4m TwaQIGUYwd9d/XS8IsF8Yw== 0001089774-01-500006.txt : 20010123 0001089774-01-500006.hdr.sgml : 20010123 ACCESSION NUMBER: 0001089774-01-500006 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA & ENTERTAINMENT COM INC CENTRAL INDEX KEY: 0001120411 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522236253 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-32231 FILM NUMBER: 1510416 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 10SB12G 1 me10sb12g.txt 10SB12G 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. ---------------------------------------------------- (Name of Small Business Issuer in its charter) Nevada 52-2236253 -------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 500 NORTH RAINBOW BLVD., SUITE 300 89107 ---------------------------------------- -------------- (Address of principal executive offices) (zip code) Issuers telephone number: (702) 221-1935 ---------------- 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 -------------------------- ------------------------------ -------------------------- ------------------------------ 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. Forward Looking Statements -------------------------- 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 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 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 - -1- 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 - -2- 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 - -3- 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 - -4- 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. - -5- 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 - -6- 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 - ------------------------------------------------------------------- Common Roger Paglia (1) CEO/CFO 1,625,000 32.83% Common Jon Jannotta (1) Exec. VP 1,625,000 32.83% - ------------------------------------------------------------------- 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. - -7- 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 - - ------------ --- ----------------------------- 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 - -8- 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. - -9- 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. - -10- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- EX-3 2 meex3a.txt EXHIBIT 3A April 27, 2000 In the office of Dean Heller Dean Heller Secretary of State ARTICLES OF INCORPORATION OF MEDIA AND ENTERTAINMENT.COM, INC. 1. Name of Company: Media and Entertainment, Inc. 2. Resident Agent: The resident agent of the Company is: GoPublicCentral.com, Inc. 500 N. Rainbow Boulevard, Suite 300 Las Vegas, Nevada 89107 3. Board of Directors: The Company shall initially have one director (1) "who is Roger Paglia whose address is 500 North Rainbow Boulevard, Suite 300, Las Vegas, Nevada 99107. This individual shall serve as director until their successor or successors have been elected and qualified. The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation. 4. Authorized Shares: The aggregate number of shares which the corporation shall have authority to issue shall consist of 20,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/ or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/ or Preferred Stock may be issued for such consideration as may be fixed from time to time by &e Board of Directors. The Board of Directors may issue such share of Common and/ or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or Qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions. 5. Preemptive Rights and Assessment of Shares: Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into sham of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time. The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation nor for any other purpose, and no Common Stock issued as fully paid shall ever be assemble or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment. 6. Directors' and Officers' Liability 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) am 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 am or omissions prior to such repeal or modification. 7. Indemnity Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under 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 or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article. Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer 8. Amendments Subject at all times to the expense provisions of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, after, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of incorporation or said By- Laws, and all rights conferred upon shareholders are granted subject to this reservation. 9. Power of Directors In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized: (a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation; (b) To authorize and caused to be executed mortgages and liens, with or without linqitations as to amount, upon the real and personal property of the corporation; (c) To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities; (d) To set apart out of any funds of the corporation available for dividends a reserves for any proper purpose and to abolish any such reserve; (e) By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors. All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law. IN WITNESS WBEREOF, I hereunder set my hand this Wednesday, April 26, 2000, hereby declaring and certifying that the facts stated herein above are true. Signature of Incorporator Name: Ted D. Campbell II Address: 500 N. Rainbow Blvd., Suite 300 Las Vegas, Nevada 89107 Signature: /s/Ted Campbell State of Nevada ) County of Clark ) This instrument was acknowledged before me on Wednesday, April 26,2000, by Ted D. Campbell II. /s/ Linda Kay Ison Notary Public Signature Certificate of Acceptance of Appointment as Resident Agent: I, Ted D. Campbell 11, as the president of GoPublicCentral.com, Inc. (GFIC), hereby accept appointment of GPC as the resident agent for the above referenced company. Signature: /s/Ted D. Campbell Ted D. Campbell II for GPC Certificate of Amendment to Articles of Incorporation For Nevada - ---------------------------------------------------------------- Profit Corporation ------------------ (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) -Remit in Duplicate- 1. Name of Corporation: Media and Entertainment, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 1: Name of the Company: Media and Entertainment.com, Inc. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 3,250,000 100%.* --------------- 4. Signature (Required) /S/ Roger Paglia /s/ Benedict Paglia Roger Paglia Benedict Paglia President or Vice President and Secretary or Asst. Secretary *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise- required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected. EX-3 3 meex3b.txt EXHIBIT 3B BYLAWS OF Media and Entertainment, Inc. ARTICLE I STOCKHOLDERS Section 1.01: Annual Meeting. The annual meeting of the stockholders of the corporation shall be held on such date and at such time as designated from time to time for the purpose or electing directors of the corporation and to transact all business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient. Section 1.02: Special Meeting. Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding voting shares of the capital stock of the corporation. All business lawfully to be transacted by the stockholders may be transacted at any special meeting or at any adjournment thereof. However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or in proxy. Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes. Section 1.03: Place of Meetings. Any meeting of the stockholders of the corporation may be held at its principal office in the State of Nevada or at such other place in or our of the United States as the Board of Directors may designate. A waiver of notice signed by the Stockholders entitled to vote may designate any place for the holding of the meeting. Section 1.04: Notice of Meeting. (a) The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but, not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of the nominees, ii any, to be presented for election. (b) In the case of any meeting, any proper business may be presented for action, except the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice: (1) Action with respect to any contract or transaction between the corporation and one or more of its directors or officers or another firm, association, or corporation in which one of its directors or officers has a material financial interest; (2) Adoption of amendments to the Articles of Incorporation; (3) Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation. (e) The notice shall be personally delivered or mailed by first class mail to each stockholder of record at the last known address thereof, as the same appears on the books of the corporation, and giving of such notice shall be deemed delivered the date the same is deposited in the United State mail, postage prepaid. If the address of any stockholders does not appear upon the books of the corporation, it will be sufficient to address such notice to such stockholder at the principal office of the corporation. (d) The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the stockholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and the fact of giving such notice. Section 1.05 Waiver of Notice: If all of the stockholders of the corporation waive notice of a meeting, no notice shall be required, and, whenever all stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. Section 1.06 Determination of Stockholders of Record. (a) The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days nor less than ten (10) days prior to any other action. When a record date is so fixed, any stockholders of record on that date we entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the me may be, notwithstanding any transfer of any shares on the books of the corporation after the record date. (b) If no record date is fixed by the Board of Directors, then (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived at the close of business on the next day preceding the day on which the meeting, is held; (ii) the record date for action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the written consent is given; and (iii) the record date for determining stockholders for any other purpose shall he at the close of business on the day in which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later. Section 1.07 Voting. (a) Each stockholder of record, or such stockholder's duty authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder's name on the books of the corporation on the record date. (b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on that record date (including pledged shares) shall be cast only by that individual or that individual's duly authorized proxy or attorney-in-fart/ With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shams under the control of a receiver, the receiver may cast in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment. (c) With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event that no person is appointed, such voter, of the corporation may be cast by any person (including the officer making the authorization authorized to do so by the Chairman of the Board of Directors, President, or any Vice-President of such corporation. (d) Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any. If shares we held by this corporation or its subsidiaries, if any in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote. (e) With respect to sham standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship with respect to the same shares, votes may be cast in the following manner: (1) If only one person votes, the vote of such person binds all. (2) If more than one person cast votes, the act of the majority so voting binds all. (3) If more than one person votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split. (f) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case in the election of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held. (g) If a quorum is present, the affirmative vote of the holders of a majority of the voting shares represented at the meeting and entitled to vote on the matter shall be the act of the stockholders, unless a vote of greater number by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws. Section 1.08 Quorum; Adjourned Meetings. (a) At any meeting of the stockholders, a majority of the issued and outstanding voting shares of the corporation represented in person or by proxy, shall constitute a quorum. (b) If less than a majority of the issued and outstanding voting shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. When a stockholder's meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced to the meeting to which the adjournment is taken, unless the adjournment is for more fl= ten (IO) days in which event notice thereof shall be given. Section 1.09 Proxies. At any meeting of stockholders, any holder of shams entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its execution. Every proxy shall continue in full force and effect until expiration or revocation. Revocation may be effected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation. Section 1.10 Order of Business. At the annual stockholder's meeting, the regular order of business shall be as follows: 1. Determination of stockholders present and existence of quorum; 2. Reading and approval of the minutes of the previous meeting at meetings; 3. Reports of the Board of Directors, the president treasurer and secretary of the corporation, in the order named; 4. Reports of committees; 5. Election of directors; 6. Unfinished business; 7. New business; and 8. Adjournment. Section 1.11 Absentees' Consent to Meetings. Transactions of any meetings of the stockholders are valid as though had at a meeting duly held after regular call and notice of a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to consideration of matters not included in the notice which are legally required to be included there), signs a written waiver of notice and/ or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except that when the person objects at the beginning of the meeting is not lawfully called or convened and except that attendance at the meeting is not a waiver of any right to object to consideration of matters not included in the notice is such objection is expressly made at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waive of notice, except as otherwise provided in section 1.04(b) of these bylaws. Section 1.12 Action Without Meeting. Any action, except the election of directors, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if consented to by the holders of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these Bylaws. Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed. Section 1.13 Telephonic Messages. Meeting of the stockholders may be held through the use of conference telephone or similar communications equipment as long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such meeting constitutes presence in person at such meeting. ARTICLE II DIRECTORS Section 2.01 Number, Tenure, and Qualification. Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least Two (2) and no more than Seven (7) persons, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office or one (1) year or until his or her successor or successors am elected and qualify. If, at any time, the number of the stockholders of the corporation is less than one hundred (100), the Board of Directors may consist of one person, but shall not be less than the number of stockholders. A director need not be a stockholder of the corporation. Section 2.02 Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board of Directors, the president or the secretary of the corporation, unless the notice specified at a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a director tendered o take effect at a future date, the Board of Directors or the stockholders may elect a successor to take office when the resignation becomes effective. Section 2.03 Change in Number. Subject to the limitations of the laws of the State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors. Section 2.04 Reduction in Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 2.05 Removal. (a) The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. (b) Any director may be removed from office, with or without cause, by the vote' or written consent of stockholders representing not less than two-thirds of the issued and outstanding voting capital stock of the corporation Section 2.06 Vacancies. (a) A vacancy in the Board of Directors because of death, resignation, removal, change in the number of directors, or otherwise may be filled by the stockholders at any regular or special meeting or any adjourned meeting thereof (but not by written consent) or the remaining director(s) of the affirmative vote of a majority thereof. Each successor so elected shall hold office until the next annual meeting of stockholders or until a successor shall have been duly elected and qualified. (b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of the stockholders to be held to elect the entire Board of Directors. 'Me term of office of any director shall terminate upon the election of a successor. Section 2.07 Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice other than the provision to elect officers of the corporation and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings. Section 2.08 Special Meetings. Special meeting of the Board of Directors may be called by the Chairman and &hall be called by the Chairman upon request of any two (2) directors or the president of the corporation. Section 2.09 Place of Meetings. Any meeting of the directors of the corporation may be held at the corporation's principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the directors may designate any place for holding of such meeting. Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07, the Chairman shall deliver to all directors written or printed notice of any special meeting, at least 48 hours before the time of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram. If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice o such a meeting, and the attendance of a director at such a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened. Section 2.11 Quorum, adjourned Meetings. (a) A majority of the Board of Directors in office shall constitute a quorum. (b) At any meeting of the Board of Directors where a quorum is present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called. Section 2.12 Action without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof ma be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee. Section 2.13 Telephonic Meetings. Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof which may be in counterparts. Section 2.14 Board Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.15 Powers and Duties. (a) Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such a manner as it Sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers including the power to sub delegate, and upon such terms as my be deemed fit. (b) The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof. (c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provide a quorum is preset. The contract or act shall be valid and binding upon the corporation and upon all stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting. Section 2.16 Compensation. The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board of Directors, and shall be entitle to receive such compensation for their services as directors as shall be determined form time to time by the Board of Directors of any committee thereof. Section 2.17 Board of Directors. (a) At its annual meeting, the Board of Directors shall elect, from among its members, a Chairman to preside at meetings of the Board of Directors. The Board of Directors may also elect such other board officers as it may, from time to time, determine advisable. (b) Any vacancy in any board office because of death, resignation, removal or otherwise may be filled b the Board of Directors for the unexpired portion of the term of such office. Section 2.18 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows: 1. Determination of members present and existence of quorum; 2. Reading and approval of minutes of any previous meeting or meetings; 3. Reports of officers and committeemen; 4. Election of officers (annual meeting); 5. Unfinished business; 6. New business; and 7. Adjournment. ARTICLE III OFFICERS Section 3.01 Election. The Board of Directors, at its first meeting following the annual meeting of shareholders, shall elect a President, a Secretary and a Treasurer to hold office for a term of one (1) year and until their successors are elected and qualified. Any person may hold two or more offices. The Board of Directors may, from time to time, by resolution, appoint one or more Vice- Presidents, Assistant Secretaries, Assistant Treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation. Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any office may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under contract to which the resigning officer is a party. Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for this unexpired term or such office. Section 3.04 President. The President shall be deemed the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation. The President shall preside at all meetings of the stockholders and shall perform such other duties as shall be prescribed by the Board of Directors. Unless otherwise ordered by the Board of Directors, the President shall have the full power and authority on behalf of the corporation to attend and to act and to vote at meetings of the stockholders of any corporation in which the corporation may hold stock and, at such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on an person or persons in place of the President to represent the corporation for these purposes. Section 3.05 Vice President. The Board of Directors may elect one or more Vice Presidents who shall be vested with all the powers and perform all the duties of the President whenever the President is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the Vice President shall perform such other duties as shall be prescribed by the Board of Directors. Section 3.06 Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provide for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the President in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seat to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate, committee may direct, and shall, in general, perform all duties incident to the office of the Secretary. All corporate books kept by the Secretary shall be open for examination by any director at any reasonable time. Section 3.07 Assistant Secretary. The Board of Directors may appoint an Assistant Secretary who shall have such powers and perform such duties as may be prescribed for him by the Secretary of the corporation or by the Board of Directors. Section 3.08 Treasurer. The Treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the Treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all moneys to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments by the corporation. Unless otherwise specified by the Board of Directors, the Treasurer shall sign with the President all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the Treasurer. The Treasurer shall enter regularly in die books of the corporation, to be kept for that purpose, full and accurate accounts of all moneys received and paid on account of the corporation and, whenever required by the Board of Directors, the Treasurer shall render a statement of any or all accounts. The Treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of the Treasurer subject to the control of the Board of Directors. The Treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of Treasurer and for restoration to the corporation, in the event of the Treasure's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation. Section 3.09. Assistant Treasurer. 'Me Board of Directors may appoint an Assistant Treasurer who shall have such powers and perform such duties as may be prescribed by the Treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the Assistant Treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of Assistant Treasurer, and for restoration to the corporation, in the event of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation. ARTICLE IV CAPITAL STOCK Section 4.01 Issuance. Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors. Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of the stock in such form as shall be prescribed by the Board of Directors, shall be under the seat of the corporation and shall be signed by the President or a Vice-President and also by the Secretary or an Assistant Secretary. Each certificate shall contain the then name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable, if applicable. AU certificates shall be consecutively numbered. The name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation. Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shams hall have been canceled, except that in ease of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefore. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and if required by the Board of Directors, an indemnity bond in any amount and upon such terms as the Treasurer, or the Board of Directors, shall require. In no case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate. Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate for shares, the corporation shall issue an order for stockholders of record, to surrender and exchange the same for now certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate (s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order, provided that such order operates to suspend such rights only after notice and until compliance. Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefore accompanied by an assignment or transfer by the registered owner made either in person or under assignment . Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation. Section 4.06 Transfer Agent. The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer. Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for a period of at least ten (IO) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable. Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation. ARTICLE V DIVEDENDS Section 5.01 Dividends. Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of the corporation stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for purpose of determining stockholders entitled to receive payment of any dividend. The Bond of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend. ARTICLE VI OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS Section 6.01 Principal Office. The principal office of the corporation is in the State of Nevada at 500 N. Rainbow, Suite 300, Las Vegas, Nevada 89107. The Board of Directors may from time to time, by resolution, change the location of the principal office within the State of Nevada. The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be resolved, from time to time, by the Board of Directors. Section 6.02 Records. The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and Committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors. Section 6.03 Financial Report on Request. Any stockholder or stockholders holding at least five percent (5"1*) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report of the last fiscal year has been sent to stockholders, such stockholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any stockholder demanding an examination of them or a copy shall be exhibited to each stockholder. Upon request by any stockholder, there shall be mailed to the stockholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation. Section 6.04 Right of Inspection. (a) The accounting and records and minutes of proceedings of the stockholders and the Board of Directors shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder's interest as a stockholder or as the holder of such voting trust certificate. This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. (b) Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/ or its subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. Section 6.05 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may he used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seat to any document requiring it. Section 6.06 Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution by the Board of Directors. Section 6.07 Reserves. The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created. Section 6.08 Payments to Officers or Directors. Any payments made to an officer or director of the corporation, such as salary, commission, bonus, interest, rent or entertainment expense, which shall be disallowed by the Internal Revenue Service in whole or in part as a deductible expense by the corporation, shall be reimbursed by such officer or director to the corporation to the Ml extent of such disallowance. It shall be the duty of the Board of Directors to enforce repayment of each such amount disallowed. In lieu of direct reimbursement by such officer or director, the Board of Directors may withhold future compensation to such officer or director until the amount owed to the corporation has been recovered. ARTICLE VII INDEMNIFICATION Section 7.01 In General. Subject to Section 7.02, the corporation shall indemnify any director, officer, employee or agent of the corporation, or any person serving in any such capacity of any other entity or enterprise at the request of the corporation, against any and all legal expenses (including attorneys' fees), claims and/ or liabilities arising out of any action, suit or proceeding, except an action by or in the right of the corporation. Section 7.02 Lack of Good Faith. -Criminal Conduct. The corporation may, by shall not be required to, indemnify any person where such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, where there was not reasonable cause to believe the conduct was unlawful. 'Be termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner 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, there was reasonable cause to believe that the conduct was unlawful. Section 7.03 Successful Defense of Actions. The corporation shall reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys' fees) actually and reasonably incurred in connection with defense of any action, suit, or proceeding herein above referred to, to the extent such person is successful on the merits or otherwise. Section 7.04 Authorization. Indemnification shall be made by the corporation only when authorized in the specific case and upon a determination that indemnification is proper by: (1) The stockholders; (2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding; or (3) Independent legal counsel in a written opinion, if a quorum of disinterested directors so orders or if a quorum of disinterested directors so orders or if a quorum of disinterested directors =not be obtained. Section 7.05 Advancing, Expenses' Expenses incurred in defending any action, suit, or proceeding may be paid by the corporation in advance of the final disposition, when authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not ultimately available under these provisions. Section 7.06 Continuing Indemnification. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7.07 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation in any capacity against any liability asserted. ARTICLE VIII BYLAWS Section 8.01 Amendment. These Bylaws may be altered, amended or repealed at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such alteration, amendment or repeal be contained in the notice of such special meeting. These Bylaws may also be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present by the affirmative vote of the holders of 51% of the capital stock of the corporation entitled to vote or by the consent of the stockholders in accordance with Section 1. 12 of these Bylaws. The stockholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed amended, adopted or altered by the Board of Directors. CERTIFICATION ------------- I, the undersigned, being the duly elected secretary of the corporation, do hereby certify that the foregoing Bylaws were adopted by the Board of Directors this 19 day of May, 2000. /s/ Benedict Paglia Benedict Paglia, Secretary CORPORATE SEAL -----END PRIVACY-ENHANCED MESSAGE-----