-----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, PUOcRUTbuGoHkYWQdeeyUzqkov4zaaPDm9IHU35RsHkdaPdoehOOfsPCOxprQRdn guclIFMl8Gt5VWoDnW3TxA== 0001199835-09-000185.txt : 20090420 0001199835-09-000185.hdr.sgml : 20090420 20090420172420 ACCESSION NUMBER: 0001199835-09-000185 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090228 FILED AS OF DATE: 20090420 DATE AS OF CHANGE: 20090420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUEGO ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001336277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 202078925 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52054 FILM NUMBER: 09759917 BUSINESS ADDRESS: STREET 1: 19250 NW 89TH COURT CITY: MIAMI STATE: FL ZIP: 33018 BUSINESS PHONE: 305-829-3777 MAIL ADDRESS: STREET 1: 19250 NW 89TH COURT CITY: MIAMI STATE: FL ZIP: 33018 10-Q 1 fuego_10-q.htm FUEGO ENTERTAINMENT, INC. 10-Q fuego_10-q.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended February 28, 2009
 
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to ________________
 
 
Commission file number: 000-52054
 
FUEGO ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)
 
Nevada
20-2078925
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
8010 NW 156 Terrace  Miami, FL
33018
(Address of pricipal executive offices)
(Zip Code)
 
(305) 829-9999
(Registrant's telephone number, including area code)
 
 

 (Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
x Yes     o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o   Accelerated filer o
         
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o Yes     x No
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 
o Yes     o No
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.
 
The number of outstanding shares of the Registrant's common stock, $0.001 par value, as of February 28, 2009 was 40,075,186.
 
 
1

 
 
TABLE OF CONTENTS
 
 
   
Page
     
PART I: FINANCIAL INFORMATION
3
     
Item 1. Financial Statements
3
     
  Balance Sheet as of February 28, 2009 (unaudited) and May 31, 2008
3
     
  Statements of Operations (unaudited) for the three and nine months ended February 28, 2009 and 2008
4
     
  Statements of Stockholders' Equity (Deficit) for the period from May 31, 2006 to February 28, 2009 (unaudited)
5
     
  Statements of Cash Flows (unaudited) for the nine months ended February 28, 2009 and 2008
7
     
  Notes to Financial Statements
8
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 
15
 
   
Item 4T. Controls and Procedures
15
     
     
PART II: OTHER INFORMATION 
16
     
Item 1. Legal Proceedings 
16
     
Item 1A. Risk Factors 
16
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
16
     
Item 3. Defaults Upon Senior Securities 
16
     
Item 4. Submission of Matters to a Vote of Security Holders 
17
     
Item 5. Other Information 
17
     
Item 6. Exhibits 
17
     
Signatures
17
 
 
 
2

 
PART I - - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
FUEGO ENTERTAINMENT, INC. AND AFFILIATE
CONSOLIDATED BALANCE SHEETS
   
             
   
February 28,
   
May 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
 
             
 CURRENT ASSETS
           
      Cash
  $ 1,549       7,754  
      Account receivable-trade, less allowance
               
              for doubtful accounts of $90,000
    55,334       100,323  
                 
Total Current Assets
    56,883       108,077  
                 
                 
EQUIPMENT, less accumulated depreciation
               
             of $32,872 and $27,172 respectively
    21,576       31,666  
                 
 OTHER ASSETS
               
       Music Albums (Echo-Fuego)
    480,000       480,000  
       Beverage Plus AG
    315,000       425,000  
       Production costs-Video
    45,509       45,509  
       Production costs-Music
    55,747       50,047  
       Deposit on music library
    14,500       14,500  
       Web portal
    11,329       11,329  
       Logo, less accumulated amortization
               
             of $1,980
    585       990  
                 
Total Other Assets
    922,670       1,027,375  
                 
TOTAL ASSETS
  $ 1,001,129     $ 1,167,118  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
CURRENT LIABILITIES
               
                 
      Accounts payable
  $ 173,926     $ 38,222  
      Accounts payable - related parties
    92,840       99,586  
      Accrued interest - related parties
    95,712       63,953  
      Income taxes payable
    3,870       3,870  
      Payroll tax liabilities
    5,538       5,193  
      Other liabilities
    13,825       6,347  
                 
Total Current Liabilities
    385,711       217,171  
                 
   Long-Term Debt
               
      Notes payable - related parties
    141,512       281,549  
                 
Total Liabilities
  $ 527,223     $ 498,720  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock, par value $.001, 75,000,000
               
   shares authorized, 40,075,186 and 39,476,020 shares
    40,076       39,477  
   issued and outstanding, respectively
               
Additional Paid in capital
    1,133,485       1,032,968  
Paid in capital-stock options
    112,527       233,027  
Subscriptions payable
    45,000       45,000  
Noncontrolling interest in affiliate
    293,052       354,243  
Accumulated deficit
    (1,150,234 )     (1,036,317 )
                 
Total Stockholders' Equity
    473,906       668,398  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,001,129     $ 1,167,118  
                 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 
3

 

FUEGO ENTERTAINMENT, INC AND AFFILIATE
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                         
                         
   
For the Three Months Ended
   
For the Nine Months Ended
 
   
February 28, 2009
   
February 29, 2008
   
February 28, 2009
   
February 29, 2008
 
                         
                         
REVENUES
                       
Music sales, net
    14,597       100,927     $ 7,507     $ 112,878  
Concert sales
    4,970               4,970          
Advertising, web site
    3,500       158,000       5,000       158,000  
Consulting
    -       840       -       840  
                                 
                                 
Total Revenues
    23,067       259,767       17,477       271,718  
                                 
COSTS AND EXPENSES
                               
Cost of music
                               
Royalties - related party
    -       -       -       2,844  
Concert Fees
    18,350               18,350          
Production costs
    4,780       48,216       19,554       48,852  
Selling, general and administrative:
                               
Compensation - stock based and contributed
    18,300       63,854       106,666       221,529  
Paid Compensation and Payroll Taxes
            -               16,393  
Other
    45,974       79,400       216,827       234,184  
Web site Cost
    -       4,800               4,800  
Interest expense - related parties
    8,467       10,554       31,759       39,162  
Interest expense - other
    -       -       580       723  
Depreciation and amortization
    3,360       3,192       9,376       9,713  
                                 
Total costs and expenses
    99,231       210,016       403,112       578,200  
                                 
Other Income
                    47          
Gain on Cancellation of Compensation Options
                    137,500          
Gain on Cancellation of Shares for Services-Settlement
                    71,250          
                                 
Income (Loss) before income taxes
    (76,164 )     49,751       (176,838 )     (306,482 )
                                 
Income tax expense (benefit)
    -       -       -       -  
                                 
Income (Loss) Before Minority Interest
    (76,164 )     49,751       (176,838 )     (306,482 )
                                 
Less Minority Interest in Affiliates' losses
    3,211       (25,100 )     62,921       (25,100 )
                                 
NET INCOME (LOSS)
  $ (72,953 )   $ 24,651     $ (113,917 )   $ (331,582 )
                                 
EARNINGS (LOSS) PER SHARE - BASIC
    *       *       *       *  
                                 
WEIGHTED AVERAGE NUMBER OF
                               
COMMON SHARES OUTSTANDING - BASIC
    40,061,853       39,296,020       39,819,671       37,732,686  
                                 
                                 
*  less than $.01 per share
                               
                                 
                                 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 

 
4

 
 
FUEGO ENTERTAINMENT, INC. AND AFFILIATE
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 
   
                                                       
                                                       
                     
Paid-in capital
         
Noncontrolling
                   
   
Common Stock
   
Paid-in
   
Stock
   
Subscriptions
   
Interest in
   
Deferred
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Options
   
Payable
   
Affiliate
   
Charge
   
(Deficit)
   
Total
 
                                                       
Balance, May 31,  2006
    34,959,562       34,960       118,398                         -       (86,166 )     67,192  
                                                                   
Proceeds from sale of common stock for
                                                                 
$.18 per share
    102,778       103       18,397                                         18,500  
                                                                   
Stock based compensation
                                                                 
$.12 per share
    25,000       25       2,975                                         3,000  
$.15 per share
    60,000       60       8,940                                         9,000  
$.18 per share
    488,013       488       87,354                                         87,842  
$.23 per share
    89,000       89       20,381                                         20,470  
                                                                   
Stock Issued for debt reduction
                                                                 
$.18 per share
    40,000       40       7,160                                         7,200  
                                                                   
Stock Issued for future services
                                                                 
$.15 per share
    875,000       875       130,375                         (122,979 )             8,271  
                                                                   
Contributed services
                    60,925                                         60,925  
                                                                   
Net (loss) for the year
                                                      (505,558 )     (505,558 )
                                                                   
Balance, May 31,  2007
    36,639,353     $ 36,640     $ 454,905     $ -     $ -     $ -     $ (122,979 )   $ (591,724 )   $ (223,158 )
                                                                         
Proceeds from sale of common stock for
                                                                       
$.15 per share
    83,000       83       12,367                                               12,450  
$.12 per share
    541,667       542       64,458                                               65,000  
$.212 per share
    1,300,000       1,300       274,300                                               275,600  
                                                                         
Stock based compensation
                                                                       
$.28 per share
    100,000       100       27,900                                               28,000  
$.15 per share
    207,000       207       30,843                                               31,050  
$.17 per share
    5,000       5       845                                               850  
$.12 per share
    100,000       100       11,900                                               12,000  
                                                                         
Stock Issued for debt reduction
                                                                       
$.15 per share
    525,000       525       78,225                                               78,750  
                                                                         
Stock based compensation canceled
    (25,000 )     (25 )     (3,725 )                                             (3,750 )
                                                                         
Stock options
                            233,027                                       233,027  
                                                                         
Amortization of deferred charges
                                                    122,979               122,979  
                                                                         
Contributed services
                    80,950                                               80,950  
                                                                         
Subscriptions payable
                                    45,000                               45,000  
                                                                         
Noncontrolling interest in affiliate
                                            354,243                       354,243  
                                                                         
Net (loss) for the year
                                                            (444,593 )     (444,593 )
 
5

 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued
 
Balance, May 31,  2008
    39,476,020     $ 39,477     $ 1,032,968     $ 233,027     $ 45,000     $ 354,243     $ -     $ (1,036,317 )   $ 668,398  
                                                                         
                                                                         
(Unaudited)
                                                                       
Proceeds from sale of common stock for
                                                                       
$.085 per share
    80,000       80       6,720                                               6,800  
                                                                         
Stock based compensation
                                                                       
$.14 per share
    62,500       62       8,687                                               8,749  
$.10 per share
    316,666       317       31,350                                               31,667  
$.15 per share
    65,000       65       9,685                                               9,750  
                                                                         
                                                                         
Stock Issued for debt reduction
                                                                       
$.15 per share
    180,000       180       26,820                                               27,000  
$.10 per share
    375,000       375       37,125                                               37,500  
                                                                         
Stock options issued for debt reduction
                            17,000                                       17,000  
                                                                         
Cancellation of shares for services-settlement
    (475,000 )     (475 )     (70,775 )                                             (71,250 )
                                                                         
Cancellation of shares for services
    (25,000 )     (25 )     (6,975 )                                             (7,000 )
                                                                         
Cancellation of compensation options
                            (137,500 )                                     (137,500 )
                                                                         
Contributed services
                    57,900                                               57,900  
                                                                         
Shares issued
    20,000       20       (20 )                                                
                                                                         
Noncontrolling interest in affiliate
                                            (61,191 )                     (61,191 )
                                                                         
Net income for the period
                                                            (113,917 )     (113,917 )
                                                                         
Balance, February 28,  2009 (Unaudited)
    40,075,186     $ 40,076     $ 1,133,485     $ 112,527     $ 45,000     $ 293,052     $ -     $ (1,150,234 )   $ 473,906  
                                                                         
                                                                         
                                                                         
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
 
 
 
6

 
 
FUEGO ENTERTAINMENT, INC. AND AFFILIATE
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
             
             
   
For the Nine Months Ended
 
   
February 28, 2009
   
February 29, 2008
 
             
OPERATING ACTIVITIES
           
    Net income (loss)
  $ (113,917 )   $ (331,582 )
    Adjustments to reconcile net income (loss) to net cash used by
               
       operating activities
               
           Contributed services
    57,900       61,150  
           Depreciation and amortization
    9,330       9,713  
           Stock based compensation
    50,166       182,029  
    Changes in operating assets and liabilities
               
           Accounts receivable
    44,989       (58,988 )
           Accrued federal Income tax refund receivable
    -       -  
           Accounts payable
    128,958       1,353  
           Accrued interest - related parties
    31,759       34,026  
           Income taxes payable
    -       (12,115 )
           Payroll tax liabilities
    345       -  
           Other current liabilities
    7,478       (3,022 )
           Production costs-music
    (5,700 )        
           Deferred revenue
    -       217,000  
NET CASH (USED IN) OPERATING ACTIVITIES
    211,308       99,564  
                 
INVESTING ACTIVITIES
               
           Investment in Echo-Fuego Music Group, LLC
    -          
           Investment in Beverage Plus AG
            (375,000 )
           Investment in Music Albums (Echo-Fuego)
    -       (480,000 )
           Noncontrolling interest in affiliate
    (61,191 )     360,100  
           Web portal
    -       (11,329 )
           Production costs - Music
    -       (48,844 )
           Purchase of equipment
    1,165       (3,013 )
NET CASH (USED IN) INVESTING ACTIVITIES
    (60,026 )     (558,086 )
                 
FINANCING ACTIVITIES
               
          Proceeds from sale of common stock
    6,800       12,450  
          Stock options issued for debt reduction
    17,000          
          Cancellation of compensation options
    (137,500 )        
          Cancellation of shares for services
    (7,000 )        
          Cancellation of shares for services-settlement
    (71,250 )        
          Common stock subscription payable
    -       45,000  
          Common stock issued for debt reduction
    64,500       419,350  
          Proceeds from notes payable - related parties
    58,706       176,382  
          Repayments of notes payable - related parties
    (88,742 )     (170,786 )
NET CASH PROVIDED BY FINANCING ACTIVITIES
    (157,486 )     482,396  
                 
NET INCREASE (DECREASE) IN CASH
    (6,204 )     23,874  
                 
CASH, BEGINNING OF YEAR
    7,754       -  
                 
CASH, END OF YEAR
  $ 1,549     $ 23,874  
                 
                 
                 
                 
                 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
 

 
 
7

 
FUEGO ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
For the nine months ended February 28, 2009 and 2008
 
1.
BASIS OF PRESENTATION

Our consolidated financial statements include the accounts of Fuego Entertainment, Inc. and its majority-owned limited liability company, Echo-Fuego Music Group, LLC.  All significant intercompany accounts and transactions have been eliminated in the consolidation.

Minority interest represents the minority partner’s, Jeffrey Collins (Echo-Vista, Inc.)  49% ownership interest in Echo-Fuego Music Group, LLC.

In the opinion of management, the accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of February 28, 2009 and the results of  its operations and cash flows for the nine months ended February 28, 2009 and 2008 have been made.  Operating results for the nine months ended February 28, 2009 are not necessarily indicative of the results that may be expected for the year ended May 31, 2009.

These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Form 10-KSB for the year ended May 31, 2008.

 
2.
NATURE OF BUSINESS
 
Fuego Entertainment, Inc. (the “Company”,”Fuego”.”we”,”our” or “us”) was formed on December 30, 2004 as a Florida corporation and is primarily engaged in the directing, production, marketing, and distribution of entertainment products, including feature and short films, documentaries, television shows, music, and tour productions. We also provide management, marketing, and public relations services to the entertainment industry.  In January, 2008 Fuego announced it formed a new music division, Echo-Fuego Music Group, LLC, in a joint venture with legendary music producer and promoter Jeffrey Collins. His music catalog of more than 2,000 tracks and 15 artists previously under the Echo-Vista label will be merged into the new joint venture, with a majority stake owned by Fuego. During the year ended May 31, 2008 the majority of revenues earned were earned from the sale of musical tracks and advertising revenue on our website www.fuegoentertainment.net.

 
3.
SIGNIFICANT ACCOUNTING POLICIES
 
GOING CONCERN

Our financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue in existence is dependent on its ability to develop additional sources of capital, or achieve profitable operations. We sustained significant losses in the last two years and we have deficits in working capital, however we were profitable in current period. Our financial position at that date and presently is of great concern to us and our investors, however, management’s plan is to obtain additional capital and to continue to develop, market and distribute musical tracks through Fuego and its joint venture, Echo-Fuego Music Group, LLC. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
8

 
FUEGO ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
For the nine months ended February 28, 2009 and 2008
 
4.
RELATED PARTY TRANSACTIONS
 
 
·
Ciocan is an entertainment company owned by our President/CEO that creates products for the Latino Market worldwide and anticipates using us to market, promote and commercialize some of its products (music, films, documentaries, artist, etc) for the Anglo and international markets. During the current period, Ciocan did not advance any funds. In addition, Ciocan did not earn any music royalties in the current period. The amount owed for royalties to Ciocan as of February 28, 2009 was $40,798.
 
 
·
Our President/CEO is owed $113,394 on a net consolidated basis as of February 28, 2009 for cash advances to the company for a variety of general and administrative expenses and the development of TV station programming. During the current quarter he advanced $25,359 and was repaid $9,161. No interest was paid on this date which accrues at 15 percent per annum and is payable on June 1, 2009. Accrued interest totaled $31,758 as of February 28, 2009.  In January 2009 the Company reached an agreement with our President and CEO to cancel indebtedness to him in the amount of $110,000 in exchange for the transfer of 110,000 Beverage Plus AG shares held by us.
 
 
·
Fees incurred in the nine month period ended February 28, 2009 for a related party accounting firm totaled $15,204. The accounting firm received 100,000 options in payment of certain outstanding invoices for accounting, tax and financial statement preparation services.  The amount owed to the firm as of February 28, 2009 was $34,145.
 
 
·
As part of the Echo-Fuego Music Group, LLC joint venture with music producer and promoter Jeffrey Collins, there was an initial amount owed in January 2008 was $100,000. Jeffrey Collins received 100,000 shares as a partial payment on the outstanding balance.  The amount owed to the Jeffrey Collins as of February 28, 2009 was $28,119.
 
  
6.
CONTRIBUTED CAPITAL

For the three months ended February 28, 2009, the President contributed a total of $18,300 consisting of $13,500 for the value of services, and $4,800 for the rent of corporate office facilities.


7. 
ISSUANCE OF RESTRICTED COMMON STOCK

In the current quarter, we issued no restricted shares of our common stock. In the nine months ending February 28, 2009, principally in connection with our efforts to obtain additional capital to sustain our business, the following restricted stock was issued. Restricted shares of stock consisted of 444,166 issued to an various individuals for services rendered. In addition, Jeffrey Collins, was issued 100,000 shares in partial payment of an outstanding balance.

During the quarter ended November 30, 2008, we issued 80,000 shares of our common stock for cash at $0.085 per share. These shares were purchased by our related party Securities attorney.

In addition to the shares issued above, we also issued our President 275,000 shares of our common stock in partial payment of our debt owed to him. We also issued 180,000 shares of our common stock to vendors in satisfaction of their outstanding balances.
 
We also cancelled 25,000 shares of our common stock that was issued originally to a director that could not serve their entire term of office.
 
 
 
9

 
FUEGO ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
For the nine months ended February 28, 2009 and 2008
 
8. 
OTHER

The Beatles
 
On January 10, 2008 Fuego and Jeffrey Collins (Echo Vista, Inc.) through Echo-Fuego Music Group, LLC announced plans to sell the eight “lost” Beatles’ club recordings. Apple Corps Limited, representing the Beatles, was seeking to have Fuego remove any information about the planned release from Fuego’s website, was requiring Fuego to cease any use of the trademark, The Beatles, for commercial purposes, and was also seeking $15 million in the lawsuit filed against Fuego, Echo-Fuego Music Group, LLC, Hugo Cancio and Jeffrey Collins.

On April 4, 2008, Apple Corps Limited and Fuego struck an injunction agreement approved by a Miami U.S. District Judge that requires Fuego to halt plans to release the eight song recordings. On May 16, 2008, Fuego Entertainment filed a motion to dismiss the lawsuit brought by Apple Corps Limited and Apple Records, Inc. as a matter of law.  In the motion to dismiss Fuego Entertainment asserted that as a matter of law Fuego has the right to commercially exploit the 15 “Lost” 1962 Beatles recordings.

On October 15, 2008 Fuego Entertainment entered into a private settlement agreement with Apple Corps Limited and Apple Records, Inc. (representing The Beatles) which resolves the lawsuit against Fuego Entertainment and others to the parties' mutual satisfaction.  Fuego has agreed not to release, distribute, sell or otherwise exploit any recordings containing The Beatles performances from the Star Club in Hamburg, Germany in 1962.

 
Stock Option Plan
 
We have issued restricted shares of common stock and stock options to compensate non-employees who were principally key personnel.  Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123R, Share-Based Payments ("SFAS No. 123(R)"), which is a revision of SFAS No. 123 which requires that stock awards granted to directors, consultants and other non-employees be recorded at the fair value of the award at grant date .

On February 5, 2008, we registered the “2008 Stock Option Plan of Fuego Entertainment, Inc.” The purpose of this Plan is to strengthen Fuego Entertainment, Inc. (hereinafter the “Company”) by providing incentive stock options as a means to attract, retain and motivate key corporate personnel, through ownership of stock of the Company, and to attract individuals of outstanding ability to render services to and enter the employment of the Company or its subsidiaries. There shall be two types of Stock Options that may be granted under this Plan: (1) Options intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code (“Qualified Stock Options”), and 2) Options not specifically authorized or qualified for favorable income tax treatment under the Internal Revenue Code (“Non-Qualified Stock Options”).

During the year ended May 31, 2008, the estimated value of the compensatory common stock purchase options granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 3 years, a risk free interest rate of 3.30%, a dividend yield of 0% and volatility of 137%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $226,727.

For three months ended August 31, 2008, various stock option agreements have been canceled for various reasons, mainly that the recipients did not serve a full year as members of our Board of Directors, thereby as stipulated in our stock option agreement management at its own discretion canceled those stock option agreements and recorded as other income, Gain on Cancellation of Compensation Options for $ 137,500.

 
 
 
10

 
FUEGO ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
For the nine months ended February 28, 2009 and 2008
 
9.
SUBSEQUENT EVENTS

Related Party Transactions

 In March 2009, the Company reached an agreement with our President and CEO to cancel indebtedness to him in the amount of $62,500 in exchange for the transfer of 50,000 Beverage Plus AG shares held by us.


Payment of Accounts Payable Debt

In April 2009, we reached an agreement with our independent auditors for a settlement of the debt owed to them for $31,250 or 25,000 shares of Beverage Plus AG owned by us, in exchange for the cancellation of our debt owed to them. We also in April 2009, reached an agreement with an accounting firm for payment of certain outstanding invoices for accounting and financial statement preparation services. The firm received 1,800 shares of Beverage Plus AG owned by us, valued at $2,250.


Lawsuit Judgment

On April 1, 2009, we received a final default judgment against Fuego Entertainment and Echo-Fuego Entertainment from a suit brought by the attorneys that represented us in the above referenced suit in Note 8, Beatles. The judgment was for amounts owed to them for the case settled in Note 8, Beatles for $92,740, plus attorney fees of $1,194 and costs of $471 for a total of $94,405. Please see note below for further information.


Settlement Negotiations

As the result of the unexpected litigation with Apple Corporation (as referenced in Note 8, Beatles) the music catalog acquired by Fuego from Echo-Fuego, our affiliate, we have decided to revoke Jeffrey Collins’ rights to the one hundred thousand shares issued to him as partial payment of the debt owed by us. We are also in negotiations to cancel the remaining debt to Mr. Collins. As per our agreement, Mr. Collins is liable for any third party claims as a result of the acquisition of his music catalog by us. We are therefore negotiating a settlement that Mr. Collins will also assume responsibility for all legal fees incurred by Echo-Fuego and Fuego Entertainment as the result of this litigation.
 
 
 

 
 
11

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to provide an analysis of the Company’s financial condition and Plan of Operation and should be read in conjunction with the Company’s financial statements and the notes thereto set forth herein. The matters discussed in this section that is not historical or current facts deal with potential future circumstances and developments. The Company’s actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below.

Plan of Operation

We have been in operation since December 30, 2004. Our efforts have largely been to generate cash flows from operations and cash flow from the sales of our common shares. The majority of these cash flows were applied towards, production costs, and the investment in a series of shows, including Havana Nights.

Since inception, we have sold music CD’s representing the majority of our music revenue. In the prior fiscal year we created a music business segment named Fuego Entertainment Music International (FEMI) the purpose of which is to sell our music content under this name. Our current main priority is the marketing, distribution and sale of our music catalog.
 
Since launching FEMI, and lauching our joint venture Echo-Fuego we expanded our music and video catalog, by signing new artists, and acquiring music masters containing over 3,800 music tracks. We have also expanded our marketing and distribution capabilities and enhanced sales in the process.  

We executed a new deal with The Orchard (ORCD - News), a global leader in digital music and entertainment, to add more than 1.1 million tracks from The Orchard's catalog to the digital download store www.FuegoMio.com. The addition of The Orchard music catalog, which includes one of the largest and best Latin music offerings available, will increase the total tracks available for sale on the Fuego music store to about 2.5 million tracks. In addition to the hundreds of thousands of songs spanning nearly every genre, The Orchard will deliver a diverse offering of Latin artist tracks by the likes of Daddy Yankee, Joan Sebastian, Hector Lavoe, Antonio Aguilar, Willie Colon, Cuisillos, Ivy Queen.
 
We  executed an agreement with IODA, the global leader in digital distribution, marketing, and technology solutions for the independent music and film industry, the Company will be adding more than one million music tracks and over two thousand video and film titles to our FuegoMio.com music and video retail store. The addition of more than one million music tracks and over two thousand video and film titles from IODA is an important step in Fuego Entertainment's commitment to becoming one of the largest music and video digital retail stores. Through Fuego's new digital retail music store, www.FuegoMio.com, the Company will be providing high quality digital audio content. As IODA continues to grow its music, film and video catalogs, it is expected that Fuego will continue to receive new releases.

We also executed an agreement with UK digital distributor Vidzone.  Most recently we executed a publishing agreement with Ediciones Musicales Clippers. On March 1, 2007 we retained the services of Adolfo Fernandez, a prestigious publicist from F&F Media Group. Mr. Fernandez's firm represents companies such as WEA Music, Sony BMG, Televisa Group, Univision Music Group, EMI US Latin, EMI Music Colombia, Venemusic, Fonosound, Grupo Origin, Warner Music Latina, and others. Mr. Fernandez has worked with many artists such as Andrea Bocelli, Ricky Martin, Alejandro Sanz, Mark Anthony, Shakira, Gilberto Santarosa, Jennifer Lopez, and others.
 
Sales Strategy
 
We leverage our relationships in traditional channels of distribution for retail and other media outlets to sell its content. Additionally, the Company is actively developing new media distribution outlets by launching digital distribution of music and video content through agreements with The Orchard, IODA, Koch Entertainment and VidZone. Various radio stations, television producers, newspaper editors, and other traditional media is regularly informed on Fuego’s activities to push other avenues for sales growth.

 
 
12

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - continued
 
Digital distribution has become the focus of Fuego’s sales strategy, utilizing the Internet instead of bricks and mortars to compete for music sales. We have finalized our our digital encoding process of our  music, film and video catalog. All of our music, and film catalog is now available for digital distribution In aggregating content, Fuego currently has agreements with three major distributors, Koch Entertainment LP (“Koch”), The Orchard Enterprises, Inc. (“The Orchard”), and Independent Online Distribution Alliance, Inc. (“IODA”). The Orchard (NASDAQ: ORCD) currently distributes to the iTunes Store, which as of April 3, 2008, surpassed Wal-Mart to become the number one music retailer in the US based on the latest data from the NPD Group. With over 50 million customers, iTunes has sold over four billion songs and features the world’s largest music catalog of over six million songs. Fuego intends to follow the same operating model of the iTunes Store by focusing on Latin customer demographics.
 
Target Markets
 
We offer our media and entertainment products with a Latin flair in the English language, gaining a crossover into English-speaking markets with a focus on the Hispanic/Latin market.
 
We have focused on the creation and development of our four filming projects. Three of the four projects are documentaries titled One Million Millionaires, Gold in Ecuador and Counterfeit Conspiracy. The fourth project is a reality television series titled The Trader. Our four filming projects, all in the development stage, cost $45,509 as of February 28, 2009.  The work in progress includes script development, principal photography, sound engineering, personnel, such as a cameraman, producer and assistant producer, location permits, filming insurance, equipment rental travel and hotel accommodations and crew meals. No general and administrative costs were capitalized.

Operating expenses for the nine months ended February 28, 2009 were principally for selling, general and administrative expenses, the major components of which were stock based compensation costs of $48,766, and audit and accounting fees of $41,066.

In general, our filming projects are in final stages of development. We have no plans to engage in any more in house productions until we have completed the four current projects that we have undertaken to complete, thereby reducing the possibility of incurring further significant costs. Until our in process production filming projects are completed, we believe we can sustain our cash flows through sales of our music, television and film content, publishing revenues and work for hire such as the sale of corporate videos, from consulting services, and from the sale of our common stock should our expected cash flows in the next 12 months require it.  However, there is no guarantee that our cash flow requirements will exceed the amount of funds received from the sale of securities or the cash flow generated from our current operation activities.

Our minimum expected cash flows to continue our current level of operations during the next 12 months is approximately $375,000 , however up to $ 500,000 would be needed to pursue our goals during that period. These additional funds would be needed to license products from other parties and properly market, promote and distribute them, including our own projects presently in process. To date our revenues have been largely generated from sales of our music content. If the additional $375,000 , is not raised, we may be unable to continue operations.

We previously entered into a 10-year licensing agreement with Ciocan for their music library catalogue. This library consists of 33 finished albums (over 300 tracks) by 8 different artists who are exclusively recording with Ciocan for the release of other future projects. Ciocan has marketed the catalogue to the Latin market, but we plan to penetrate the non-Hispanic markets and develop the current marketing efforts within the Latin base. We plan to develop live productions for artists we intend to sign. The agreement to license Ciocan's music requires us to pay a royalty of 25% of the net sales proceeds quarterly from sales.   

The President and CEO of the Company own 100% of the rights to a popular film he owns and produced in Cuba called Zafiros Lucura Azul (Sapphire Blue Maddness).  This film has never been distributed or commercialized. We acquired from Mr. Hugo Cancio the right to market, promote, and distribute the film in all formats: Theatrical release, Television, cable, DVD. This is part of a 10 year licensing agreement in which Fuego Entertainment will keep 75% of the net revenues generated. There was no payment of any kind involved in the transaction.  We will account for all sales and costs on a gross basis for the above agreements in accordance with the criteria set forth in Emerging Issues Task Force Abstract Issue No. 99-19, since we will be responsible for all production and distribution costs and expenses, and have full discretion in selecting suppliers and product specifications. If there are no net proceeds after one year, all rights revert to the producer.
 
 
13

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - continued
 
Additional sources of income may include projects where we will also act as an agent and contract organization for certain entertainment projects. These services may include marketing, distribution, principal photography, development, pre- and post-production, introductory services, and many others that are within our realm of expertise. To date, we currently do not have any agreements or projects whereby we act as an agent.

In the past few month we have branched out into the production of live music events. Our goal is  utilize our relationships our recording artist to also produce our live music events. We believe have access to the artist recordings, marketing, distributing their recording and producing their live acts will be a great opportunity to expose our products and create a new source of revenues. We have scheduled over 12 live music events during the next coming months. These events will include some of Cuba’s most popular artist  which we hope to obtain visas and working permits permissable.  In order to fully achieve our plans, we require additional capital of $ 500,000. We have applied for visas for several Cuban music groups and we are currently awating final approvals.

Fuego has an arrangement with Tota Productions, a music and video production company located in Torino, Italy, that produces Spanish Hip Hop and Pop artists from Europe.  Under the arrangement we obtained the ownership of over 300 CD masters and supporting data with which to market the library.  
 
.We have generated revenues from sales of our music, television and film content, publishing revenues and work for hire such as the production of corporate videos and consulting services. It is our intention to continue offering these services as they incur no material costs or expenses by the Company, as they are mostly borne by the clients.  Our efforts are provided by Mr. Cancio whose compensation has been and will continue to be contributed to the Company until we reach profitable ongoing operations. We have also generated revenues by providing consulting services to companies that are in need of reaching the US Hispanic/ Latino Markets with their products or services. Consulting services do not incur material costs or expenses since such services are provided solely by Mr. Cancio. We will continue seeking these consulting activities in order to generate revenues.

Cuba: The releationship between the US and Cuba since to going into a new direction to where certain restriction have been lifted by the Barack Obama administration. The president of the company has excellent relations with individuals within Cuba and we currently exploring opportunites in Cuba in the travel related field, arts and entertainment.

Results of Operations for the Three Month and Nine Month Periods ended February 28, 2009, Compared to prior year periods ended February 29, 2008
 
Revenues and Cost of Filming and Music

The Company's major revenue source has shifted from filming based to music based. As a result, in the prior year ended May 31, 2007, filming revenue represented 80% of all revenues generated and music revenue producing projects had not yet been entered into. In the current year ended May 31, 2008 and nine months ended February 28, 2009, filming revenues represented  0% of total revenues. We earned a net revenue of $23,067 for the three months ended February 28, 2009 as compared to $259,767 for the three months ended February 29, 2008.  We earned a net  revenue of $17,477 for the nine months ended February 28, 2009 as compared to $271,718 for the nine months ended February 29, 2008.  The current direction of the Company is towards generating revenues from music sales and live concert events.

Operating Expenses

The current year's operating activities were more involved since they included the stock based compensation. For the three month period ended February 28, 2009 we incurred $-0- of stock-based compensation as compared to $50,354 for the three month period ended February 29, 2008.  We incurred $48,766 in stock-based compensation for the nine month period ended February 28, 2009 and $181,029 for the nine month period ended February 29, 2008.  However it should be noted that the stock based compensation of $137,500 reported for 2007 was later recaptured as income for services not rendered by certain directors. Other selling, general and administrative expenses were $45,974 for the three month period ended February 28, 2009 as compared to $79,400 for the three month period ended February 29, 2008.  We incurred $216,827 for the nine month period ended February 28, 2009 as compared to $234,184 for the nine month period ended February 29, 2008. Other selling, general and administrative expenses of the current year were in line with the level of expenses incurred in the prior year.
 
 
14


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - continued
 
Liquidity and Capital Resources

The Company has a deficit in working capital at year end, and is past due on the majority of its accounts payable. It has no line of credit or other outside financing sources presently to enable it to finance exist operations, and is dependent on its music sales and the occasional planned sales of its investment in securities in Beverage Plus AG for current cash flows. Beverage Plus has applied for a public company listing on a significant German stock exchange and awaits a response sometime in early May, 2009.  Beverage Plus has also secured retail distribution in several thousand locations in the USA with an intent to sell the Beverage Plus products throughout the U.S. in up to 10,000 retail locations.  Beverage Plus AG has been assigned the trading symbol 1bi and the  German WKN number of A0NJNV (note the zero after the A). Accordingly, it is presently seeking financing to continue in existence. Up to the date of this report, the Company is primarily dependent on its President/CEO for all revenue generating opportunities as well as on-going cash flow requirements.

Material Commitments

We have no material commitments as at the date of this registration statement.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve (12) months.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123R, Share Based Payments. SFAS 123R is applicable to transactions in which an entity exchanges its equity instruments for goods and services. It focuses primarily on transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R supersedes the intrinsic value method prescribed by APB No. 25, requiring that the fair value of such equity instruments be recorded as an expense as services are performed. Prior to SFAS 123R, only certain pro forma disclosures of accounting for these transactions at fair value were required. SFAS 123R will be effective for the first quarter 2006 financial statements, and permits varying transition methods including retroactive adjustment of prior periods or prospective application beginning in 2006. The Company adopted SFAS 123R using the modified prospective method effective January 1, 2006. Under this transition method the Company will begin recording stock option expense prospectively, beginning with that date.
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Not required.
 
 
Item 4T. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, he concluded that our disclosure controls and procedures were ineffective in gathering, analyzing and disclosing information needed to satisfy our disclosure obligations under the Exchange Act.
 
There were no changes in internal controls over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.  We also note the incorrect characterization of production costs in our statement of cash flows that resulted in a material change to cash flows from operating and investing activities.
 
In connection with the development of a leased TV channel in Puerto Rico, the Company shared in paying for certain expenses including travel, lodging and meals for its President, in connection with the pursuit of available TV programming in that area. There was inadequate documentation to support the allocation of such expenses between the Company and the TV station owned by the Company’s president. In addition there were no signed agreements between the Company and the personnel retained to perform services in connection with obtaining TV programming which should disclose as a minimum, the nature of the services to be rendered, the amount of periodic compensation being paid and the term of the services.
 
The lack of support concerning the above matters was considered to be a material weakness in internal control, which weakness commenced during the entire period from inception of the Company as to the first matter and the last quarter of the fiscal year ended May 31, 2008, as to the second matter.
 
The President of the Company has since required documentation for all disbursements, has recorded in a journal the information necessary to allocate amounts among entities, and will obtain written agreements for all services to be provided to the Company.
 
Changes in Internal Controls
 
There were no changes in our internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.
 
15

 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
Other than what is disclosed in this section, we were not a party to any legal proceedings during the reporting period, and we know of no legal proceedings pending or threatened or judgments entered against any director or officer of the Company in their capacity as such.
 
In the matter of the Miami case of Apple Corp Vs. Hugo Cancio and Fuego Entertainment, We entered into a private settlement agreement with Apple Corps Limited and Apple Records, Inc. (representing The Beatles) which resolves the lawsuit against Fuego Entertainment and others to the parties' mutual satisfaction.  Fuego has agreed not to release, distribute, sell or otherwise exploit any recordings containing The Beatles performances from the Star Club in Hamburg, Germany in 1962.

In the matter of the lawsuit filed by, Genovesse, Joblove and Battista as the result of a billing dispute over the final legal bill . On March, 31 2009 A final default judgment was entered against Fuego Entertainment, Inc  in the amount of $94,404.95 in favor of the legal firm Genovese, Joblove and Batista. Fuego has engaged a new attorney to continue our legal argument.Fuego herein disputes the amount in questions and intends to defend the company further.
 
In the matter of Fuego Entertainment, Inc Vs. Var Growth Corporation and Barry Davis and Ice Cold Stocks, Fuego filed a lawsuit against this individuals for money damages and for injunctive relief as to shares issued to the Defendants but allegedly not earned. In July, 2008, the case was settled out of court via private agreement and the lawsuit dismissed. Fuego agreed to drop all legal action against Var Growth. Var Growth retained 400,000 shares of Fuego stock and Var Growth returned 475,000 shares of Fuego stock.
 
In the Nevada case in the matter of Fuego Entertainment, Inc Vs. Nicole Durr and Viashow Inc., Fuego filed a lawsuit against these organizations and individuals associated with an allegation that the Defendants failed to pay necessary royalties to Fuego and that the Defendants failed to conduct a full five-city schedule of the Havana Night Club show. The show originally appeared in Miami, FL and was scheduled to appear in New York, New Jersey, Chicago, Dallas, Houston and or California. The Defendants failed to run any of these shows. The case is not yet set for a hearing. The parties entered into initial settlement negotiations. There is no resolution of the case as of the date of this filing. In the past two months we have amended our complaint and file a motion for mediation and motion for deposition of Nicole N Durr.
 
 
Item 1A. Risk Factors.
 
Not required.
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None
 
 
Item 3. Defaults Upon Senior Securities
 
None
 
 
 
 
16

 
Item 4. Submission of Matters to a Vote of Security Holders
 
None.
 
 
Item 5. Other Information
 
None.
 
 
Item 6. Exhibits
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Fuego Entertainment, Inc.  
       
Date: April 20, 2009
By:
/s/  Hugo M. Cancio  
    Hugo M. Cancio  
    Title: Principal Executive Officer  
       
 
Date: April 20, 2009
By:
/s/  Hugo M. Cancio  
    Hugo M. Cancio  
    Title: Principal Accounting Officer  
       
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Date: April 20, 2009
By:
/s/  Hugo M. Cancio  
    Hugo M. Cancio  
    Title: Director  
       
 
 
17

EX-31.1 2 exhibit_31-1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 exhibit_31-1.htm

 
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 
I, Hugo M. Cancio, certify that:
 
1.  
I have reviewed this Quarterly Report filed on Form 10-Q of Fuego Entertainment, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a.  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b.  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
Date: April 20, 2009
By:  
/s/ Hugo M. Cancio
 
Hugo M. Cancio
 
Title: Principal Executive Officer

 
 

EX-31.2 3 exhibit_31-2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 exhibit_31-2.htm

 
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 
I, Hugo M. Cancio, certify that:
 
1.  
I have reviewed this Quarterly Report filed on Form 10-Q of Fuego Entertainment, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a.  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b.  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
Date: April 20, 2009
By:  
/s/ Hugo M. Cancio
 
Hugo M. Cancio
 
Title: Principal Financial Officer 



EX-32.1 4 exhibit_32-1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 exhibit_32-1.htm

 
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of FUEGO ENTERTAINMENT, INC. (the "Company") on Form 10-Q for the period ended February 28, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hugo M. Cancio, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 
 
 
 
 
 
 
Date: April 20, 2009
By:  
/s/ Hugo M. Cancio
 
Hugo M. Cancio
 
Title: Principal Executive Officer 



 
 

EX-32.2 5 exhibit_32-2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 exhibit_32-2.htm

 
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of FUEGO ENTERTAINMENT, INC. (the "Company") on Form 10-Q for the period ended February 28, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hugo M. Cancio, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 
 
 
 
 
 
 
Date: April 20, 2009
By:  
/s/ Hugo M. Cancio
 
Hugo M. Cancio
 
Title: Principal Financial Officer 


 
 
 

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