CORRESP 1 filename1.htm Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE (3453) - Neuromama, Ltd. -Correspondence

 

 

February 27, 2014

 

Via EDGAR

 

William H. Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

 

Dear Mr. Thompson:

 

Re:      Neuromama Ltd. (the “Company”)

            Form 10-K for the Fiscal Year Ended January 31, 2013

            Filed April 10, 2013

            Form 8-K

            Filed November 26, 2013

            Form 10-Q for the Quarterly Period Ended October 31, 2013        

            Filed January 17, 2014

            File No. 333-180750

 

I am President and C.E.O. of the Company and write this letter on behalf of the Company.  Your comments are reprinted below along with our response and, if applicable, our proposed changes:

 

Form 10-K for the Fiscal Year Ended January 31, 2013

 

General

 

1.       We note that you announced on your website on July 29, 2013 the issuance of free company stock as part of your loyalty rewards program.  Please provide us with additional information about your loyalty rewards program with a view to understanding how you determine when a customer receives shares and how many they receive.  Please also tell us how many shares you have issued pursuant to this program to date.  Finally, please tell us if such issuances were registered or exempt from registration and explain the basis for your determination.

 

ANSWER:  We have discontinued the part of loyalty rewards program related to the free stock issuance as this part of the program has proven ineffective. Despite issuing a press release, no one had picked up on this news. No one has ever claimed the shares and no shares have been issued to date based on this program.

 

 

             

 

Item 1. Description of Business, page 4.

 

2.       In future filings please expand your narrative discussion of your business to comply with Item 101 of Regulation S-K.  For example, please describe the distribution methods of your planned products and their markets, competitive business conditions and your competitive position in the industry and methods of competition, sources and availability of raw materials, effect of existing or probable government regulations on your business, costs and effects of compliance with environmental laws and number of employees.  Please refer to Item 101(h) of Regulation S-K.

 

ANSWER:  We will expand our narrative discussion of business in our future filings.  An example can be found below:

 

Neurozone

 

The Neurozone is currently setup to allow merchants the option of selling their own products and fulfilling those orders by shipping the product sold either to the customers’ location within the United States or for International orders to a Globalshopex located in Miami, Florida, or Los Angeles, California

 

The Neurozone itself is also setup to be a product provider that sells and ships items purchased online to customers either in the US or Internationally. These orders will be drop shipped by the vendor or manufacturer to either the customers’ location or to one of the Globalshopex locations.

 

For US domestic orders, the Neurozone will offer real time shipping charges based on the address of the merchant selling the product and the recipient.

 

The markets for these products are both US domestic consumers as well as consumers worldwide. The demographic for these products will definitely vary based on the diversity of the product lines and the participating merchants.

 

Competition

 

For years small to mid-size retailers have been getting squeezed by big box corporations that have larger inventories, better prices, convenience, and offer consumers other incentives that make it nearly impossible for small business to complete. This use to be just on Main Street, now those same corporations are online creating the same competitive conditions for small Internet retailers. These conditions were being felt even prior to the recession.

 

Online merchants who wish to succeed now need to be in as many comparative search engines and shopping channels as possible. Most retailers cannot succeed online by only selling on their own website. Merchants now have to participate in as many comparative search engines and shopping channels that they can possibly get into. E.G. Suecoffee.com sells products on ebay.com, thefind.com, Google Shopping, Bing Shopping, her own website, and now on the Neurozone.

 

The Neurozone is an attractive choice for retailers who are looking for additional exposure and to take advantage of the many values that the platform offers. The Neurozone offers retailers with an entire suite of services and features. 

 

2

             

Benefits to merchants include:

 

·         International shipping and credit card processing.

·         Ability to sell items through auction or flat rate.

·         Solution for accepting payments online.

·         e-commerce features such as coupon codes, customer reviews, product upselling module, social share features

·         Cross promotion over the Neuromama.com Internet Platform.

·         Internet presence and means of selling for retailers who don't have their own website.

 

Benefits to consumers include:

·         provides environment for comparing prices and shopping from multiple stores on one platform

·         For international customers the Neurozone offers the means of purchasing from American consumers.

·         Neurozone provides Secure SSL encrypted checkout

·         Product comparison feature, price drop & low inventory notifications.


Sources and Availability of Products

 

Product sources are broken into 2 categories, the merchants who participate by selling their own products, and the product lines that the Neurozone handles.

 

We believe that we should welcome any merchant who expresses interest in selling on the Neurozone. That said we also feel strongly that we should focus on Niche items with high profit margins. There are also specific brands and products that are of interest to people who live outside the Unites States.

 

Ever since the recession hit most American vendors and distributors are willing to offer drop shipping programs. We have endless drop ship opportunities available to us with most product lines allow a 20 - 30% profit margin.

 

Our focus for sourcing drop ship lines:

 

·         niche products

·         items that carry high profit margin

·         brands and products that appeal to foreigners

·         use of website analytics and identified purchasing trends will help improve product sourcing.

 

Government Regulations

 

All websites conducting credit card transactions online must be PCI-DSS compliant. We are required to use an SSL Certificate to encrypt the connection at checkout.  We must not store credit card details.  The Hosting Server must meet PHP Version standards and periodic website scans will be imposed by merchant provider. Note:  Neurozone.neuromama.com is fully PCI-DSS compliant.

 

Retail establishments conducting sales within the United States must obtain a reseller permit for the state and county where items are shipped from.

 

Businesses that have originating sales within the state of California must collect and report sales tax set by the country where the business resides on a quarterly basis.

 

The Neurozone.neuromama.com will be subject to potential chargebacks and customer complaints relevant & standard to all e-commerce operations. We can protect ourselves with a clear and accurate terms & conditions page which states all website policies.

 

3

             

 

Item 7. Management’s Discussion & Analysis of Financial Condition and Results of Operations, page 5

 

Plan of Operation and Funding, page 7

 

3.       In light of your disclosure regarding your ability to continue as a going concern, please disclose how you intend to finance your operating costs over the next 12 months.

 

ANSWER:  We have signed a Financing and Services Agreement with Global Media and Internet, Ltd. (“Global Media”) for the period of 19 months starting December 1, 2013 to June 30, 2015.  This agreement will provide the Company with $19,000,000 in financing and services.  Additional sources of revenue will be sales of advertising on NeuroPlatform, sales of advertising on TV Networks, funds received from profit centers on NeuroPlatform.

 

4.       Please expand your discussion of liquidity and capital resources in future filings to include a reasonably detailed discussion of your ability or inability to generate adequate amounts of cash to support your operations on both a long-term and short-term basis and the amount of capital necessary to sustain operations.  Your disclosure should provide enough detail that your readers gain insight into management’s analysis and concerns related to your ability to continue to operate, including the probability of success for the various actions you are proposing.  Note any registrant that has identified a material liquidity deficiency must disclose the course of action to remedy the deficiency.  Refer to Item 303(a)(1) of Regulation S-K.

 

ANSWER:  Our future filings will include a detailed discussion of our ability to generate adequate amounts of cash to support our operations on both a long-term and short-term basis and the amount of capital necessary to sustain operations.  Our disclosure will provide enough detail on management’s analysis and concerns related to our ability to continue to operate, including the probability of success for the various actions we are proposing.

 

Please refer to the Company’s Business Plan attached as Appendix “A”.  In this Business Plan the Company has provided in great detail all of the elements of planned expansion and amount of required funding to execute each of the elements.  The Financing and Services Agreement that the Company entered into with Global Media for the period of 19 months starting December 1, 2013 to June 30, 2015 will provide the Company with $19,000,000 in required funding.  This will facilitate the Company’s growth.

 

Item 14.  Principal Accounting Fees and Services, page 20

 

5.       In future filings please disclose the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of your annual financial statements and review of financial statements included in quarterly reports.  In addition, please disclose audit related fees, tax fees and all other fees billed in each of the last two fiscal years or that no such fees were incurred.

 

ANSWER: In future filings we intend to disclose the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in quarterly reports.  In addition, we will disclose audit related fees, tax fees and all other fees billed in each of the last two fiscal years or that no such fees were incurred.

 

Signatures, page 21

 

6.       We note that the report has been duly signed on your behalf by your president, chief executive officer and chief financial officer.  In future filings please also include the second signature block of Form 10-K and include the signature of Barbara Walaszek in her capacities as principal executive officer, principal financial officer, principal accounting officer and sole board member.  Please refer to the signature blocks in Form 10-K and General Instruction D(2) of Form 10-K.

 

ANSWER: .  In future filings we will include the second signature block of Form 10-K and include the signatures of our principal executive officer, principal financial officer, principal accounting officer and all of our board members.

 

Exhibit 31.1

 

7.       Please delete the title of the officer from the first sentence of the certification in future filings.  The wording in each certification should be in the exact format provided by Item 601(b)(31) of Regulation S-K.  This comment also applies to periodic filings on Form 10-Q.

 

ANSWER:  We will include certifications in the exact format provided by Item 601(b)(31) of Regulation S-K in future filings.

 

4

             

 

Form 8-K filed November 26, 2013

 

8.       Please tell us the reason Mr. Vikoulov requested the company cancel 2,535,000,001 shares of common stock he owned resulting in him giving up his majority interest.  In addition, we note the November 26, 2013 press release disclosing that Neuromama Ltd. has become a public company by acquiring controlling interest of an already existing public company.  Please tell us the public company acquired and how you accounted for the acquisition.  Please also tell us your consideration of filing a current report on Form 8-K to report the acquisition under Items 2.01 and 9.01.

 

ANSWER:  Mr. Vikoulov requested the Company cancel the shares in order to decrease the Company’s market cap. In lieu of the common shares that he cancelled, preferred stock was issued which has equivalent voting interest. 

 

The wording in the press release that disclosed Neuromama Ltd. has become a public company was erroneously stated.  In fact, Neuromama, Ltd. was already a public company.  Trance Global Entertainment Group Corp. was a public company that changed its name to Neuromama, Ltd., as disclosed on the Form 8-K filed by the Company on June 5, 2013.  The press release stated that acquiring interest was acquired because our CFO and Director Mr. Alexander Vikoulov acquired 82.9% of the Company’s outstanding common stock from Barbara Walaszek for $20,000 cash as disclosed on the Form 8-K filed by the Company on July 9, 2013 and amended on July 15, 2013.

 

Form 10-Q for the Quarterly Period Ended October 31, 2013

 

9.       Please tell us why you have checked the box indicating that you are “subject to” the filing requirements associated with Section 13 or 15(d) of the Exchange Act.  In this regard, it appears that you had reporting obligations pursuant to Section 15(d) of the Exchange Act but that such obligations may have lapsed.  Further, it does not appear that you have registered a class of securities that would subject you to reporting obligations under Section 13 of the Exchange Act.

 

ANSWER:  This box was erroneously checked.  We will correct on future filings.

 

10.   Please tell us the basis for your belief that you are not a “shell company” as defined in Rule 405 under the Securities Act of 1933, as amended, considering you check the box on the cover page of your Form 10-Q indicating as much.  In this regard, we note that you appear to have no or nominal operations and assets consisting of cash and nominal other assets.

 

ANSWER: We believe that we should not be considered a “shell company” as defined in Rule 405 under the Securities Act of 1933, as amended, as we have ongoing operations and total assets of $18,252,443 as of our Form 10-Q for the quarter ended October 31, 2013 and filed by the Commission on January 17, 2014.

 

 

5

             

 

Item 1.  Financial Statements

 

Notes to Financial Statements

 

3. Intangible Assets, page F-7

 

11.   Please tell us whether you entered into any contract for the development of the website and, if so, please tell us the significant terms of the development contract.  If applicable, please disclose the significant terms of the development contract in future filings.

 

ANSWER:  We have entered into Financing and Services Agreements with Global Media for the project research, design, development and implementation our online search engine website www.neuromama.com and other elements of Neuro Platform, as well as four 24/7 TV Networks in Latin America on SatMex8 for marketing and develop TV programming for branding Neuro products and services, develop and implement an infrastructure to sell advertising on NeuroPlatform and TV Networks in Latin America, US and other countries, to conduct research, design, develop and implementation of NeuroMANIA brick and mortar business model for the middle class population interested in quality products without credit and savings.  One 50,000 sq. ft. store is to be open in Mexico. Under the agreement the Global Media will facilitate acquisitions and development of Entertainment Assets and other Intellectual Property.

 

Also, pursuant to the Agreement, Global Media has agreed to lend the Company and to and provide us with services required to execute our business plan. The execution of our business plan would take approximately 26 months and is valued at US $20,000,000.  In exchange for $20,000,000 in financing and services the Company will compensate Global Media with 5,000,000 shares, 2,000,000 three year callable Class “A” warrants exercisable at $1.50 per share, 10,000,000 Class "B" warrants exercisable at $0.50 and 10,000,000 Class "C" warrants, exercisable at $1.00.

 

The statuses of the projects are as follows:

 

·         Search Engine based on Neural Technology operates in production environment with some elements in implementation and maintenance stages - https://neuromama.com  

 

·         Neuro-Mail secure e-mail service operates in production environment with some elements in implementation and maintenance stages - http://neuro-mail.com

 

·         NeuroBrowser  - for all computers and mobile type devices for adults and special version for children operates in production environment with some elements in implementation and maintenance stages - http://apps.neuromama.com

 

·         NeuroMania  - an infrastructure of 123 social networks connecting people of same professions, interests and hobbies operates in production environment with some elements in implementation and maintenance stages - http://neuromania.com

 

·         Financial tools operates in production environment with some elements in implementation and maintenance stages - http://finance.neuromama.com  

 

·         NeuroZone - http://neurozone.neuromama.comoperates in production environment with some elements such as the auction in implementation stage.

 

·         NeuroPad, NeuroPhone, NeuroBook - are being sourced and tested  - http://neurozone.neuromama.com/home.php?cat=250 

 

·         Welcome to the Frequent Search Rewards (FSR) Program - operates in production environment with some elements in implementation and maintenance stages  - http://fsr.neuromama.com    - https://neuromama.com/index.php?action=choiseReg

 

·         The informational site for every city in the world with local search engine powered by NeuroMama search engine containing local news, local advertising and other information that is important to local people as well as tourists, not limited to local social network in research, design and development stages -- http://local.neuromama.com

 

·         http://kids.neuromama.com– Meticulously crafted content for children, Pre-Teens & Teens with NeuroBrowser for kids, preloaded with all the places kids like to go, operates in production environment with some elements in implementation and maintenance stages.

 

One of the company primary focuses is on selling advertising to Latin America and the developed countries. http://advertise.neuromama.comoperates in production environment with some elements in implementation and maintenance stages.

 

The four TV Networks: NeuroZone TV, KidsZone TV, CombatZone TV, and ArtZone TV are in the process of being launched under agreement with SatMex8 with additional service agreement with HMX TV Networks.

 

The library of Entertainments Assets is under development with first acquisition of 65 episodes of The Jazz Network, few films and other shows. With syndication agreement for The Jazz Network, NeuroMama, Ltd. will receive approximately 50% of revenues from sales of advertising on Dish Network, Direct TV, ITunes and some local channels when 3 times per week The Jazz Network will be broadcasted.

 

Under this agreement with Global Media to perform services Global Media will unconditionally transfers its rights for Intellectual Property, including all applications, databases, concepts and web design as well as operating websites developed under the terms of the agreement.

 

We intend to disclose the significant terms of these development contracts in future filings.

6

             


12.   Please tell us about the library of entertainment assets you acquired.  Please include in your response a list of the variety shows and feature films acquired as well as any rights and licenses you obtained associated with the entertainment assets.  In addition, we note the shares exchanged for the library of assets had a total value of approximately $100 million based on the September 3, 2013 closing price as noted in your Form 8-K filed October 3, 2013; however, you have recorded the assets at $17,070,000 based on the results of a valuation performed by a certified and independent valuator.  Please explain your valuation in light of the market price of the shares issued and the fair value ultimately determined for the assets acquired referencing ASC 845-10-30.

 

ANSWER:  Appendix “B” to this letter lists the acquired titles of the Library of Entertainment Assets that we purchased.  Pursuant to the Intellectual Property Purchase Agreement dated September 24, 2013 as amended, we along with Mr. John Sterling agree that if the results of the subsequent independent valuation analysis are significantly different from the purchase price of the acquired assets (which was the case here), the parties agree to revise the agreement.  In this instance, we agree to issue stock valued at $99,999,999.00 on the date of the signing the agreement.  The intellectual property that we acquired was to be and has been reviewed by a certified and independent valuator as well as our registered independent public accounting firm.  Mr. Sterling agreed to their valuation and as a result Mr. Sterling was issued 2,276,000 common shares for the Library of Entertainment Assets which is equivalent to the total valuation price of $17,070,000 at a price of $7.50, which is the closing price of our common stock on 01/16/2014 which is the date that our registered independent public accounting firm completed its review of the transaction.

 

4. Loan Payable, page F-7

 

13.   We note you did not receive cash proceeds from the loan and reflected amounts financed as non-cash transactions on your statement of cash flows for the nine months ended October 31, 2013.  In this regard, it appears your accounts payable and website development costs are being paid directly by the lender.  Please tell us the nature of the costs incurred included in accounts payable financed.  Also tell us the arrangements you have with the lender regarding the financing of website development costs and expenses or otherwise clarify for us why these transactions are reported as non-cash transactions.

 

ANSWER:  Our accounts payable and website development costs were paid directly by Global Media, our lender.  Costs incurred included in accounts payable financed were developer weekly compensations, advertising, administrative and office expenses, accounting, legal and other professional services expenses.  We have agreed to repay any cash advanced by Global Media at 3% simple interest due and payable on December 1, 2015.  Since Global Media has paid all website development costs and expenses directly without advancing cash proceeds, all these transactions were reported as non-cash transactions.

 

 

7

             

 

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation, page 4

 

Description of Business, page 4

 

14.   We note your disclosure here, which indicates that you are “aiming to be the World’s first Internet Platform containing all of the popular components used by a majority of population on the Internet.”  This statement is vague in that it is unclear what you mean by “all of the popular components.”  You make similar vague statements in your Form 8-K dated as of July 8, 2013, where you state that you “will provide the facts to support [the reader’s] conviction, confidence, and certainty in making a positive choice on this fascinating opportunity.”  In future filings, please revise or remove such statements and similar statements that are unclear.

 

ANSWER: We will revise or remove such vague statements that are unclear in future filings.

 

15.   We note your disclosure that you are “implementing immediate revenue generating infrastructure to sell advertising on [your] Internet Platform,” and that “[t]he Company is currently in the process of establishing its presence in China…to deliver large profit margins.”  In future filings, such as your annual report on Form 10-K, please revise to provide investors with a better understanding of your plan of operations; please include an expected timeline for the implementation of each of these statements.  In this regard, we note that you have not generated any revenues.  Please tell us what your disclosure will look like.

 

ANSWER:  We will revise our future filings to provide a clearer understanding of our plan of operations.  We have not yet generated any revenues and we have not yet established our presence in China.

 

Our proposed plan of operations for future filings will look something like this:

 

We are currently working with various manufacturers and distributors in China to provide customers of our online and brick and mortar retail customers with quality products and NeuroMama, Ltd. with high profit margins as a result of purchasing products in China.

 

Furthermore, portions of our business plan (Appendix “A”) will be filed to present ongoing and planned operations, financial projections for advertising sales on our Internet Platform, as well as revenues-related disclosure.

 

16.   In future filings, such as your annual report on Form 10-K, please revise to clarify how you intend to generate revenues.  You mention your search engine, e-mail service, social network, online shopping mall and licensing program; however, it is not clear how you intend to generate revenues from any of these programs.  Please clarify and disclose the stage of development of each such program.  In this regard, we note the statements you make in your Form 8-K dated as of July 8, 2013 where you state that “[e]very single element of Neuromama is operating somewhere in the world today and is generating substantial profit for its shareholders.”  You make similar statements in the various press releases located at your web-site; however, your Description of Business does not provide sufficient detail.  Furthermore, your indication that you are generating “substantial profit” appears to be inaccurate, given your continuing losses; please refrain from making such statements in future filings.

 

ANSWER:  We will refrain from making such statements such as “substantial profit” in future filings.  Some additional information as to how we intend to generate revenues in the near terms is as follows:

 

In the immediate term, revenues will be generated through advertising sales for our search engine, enticing the customer base to participate in the many other platforms where applicable as they create market awareness for their products and services as advertisers on NeuroMama.com. We will advertise our search engine and other NeuroPlatform elements through existing and developing access to cable and traditional TV networks throughout Mexico and broader Latin America in order to support those ad sales.  

 

We also have broadcasting and entertainment business units: an existing IP library valued at $18 million that includes episodes and new production of The Jazz Network, as well as movies and television shows owned by the Company.  In that acquisition, syndication includes Direct TV and Dish Networks, reaching 50 million homes in the U.S. In total, the Company will be leveraging four distinct proprietary networks with original content in order to generate sustained advertising sales from those business units.

 

Item 4. Controls and Procedures, page 7

 

17.   We note your disclosure on page 7 that “the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective due to the material weaknesses.”  Please tell us where in your Annual Report on Form 10-K for the fiscal year ended January 31, 2013 you discuss the material weakness in internal controls.  In this regard, we note that you reference the Annual Report on Form 10-K filed with the SEC on March 28, 2013.  However, your Annual Report on Form 10-K was filed on April 10, 2013 and it states on page 18 that “management concluded that [y]our disclosure controls and procedures were effective.”

 

ANSWER:  We did not discuss the material weakness in our internal controls on our Form 10-K for the fiscal year ended January 31, 2013.  We will include in an amended filing.

 

18.   Please revise your disclosure in the second paragraph to refer to the correct quarter.

 

ANSWER: We will revise the statement to correctly state October 31, 2013 in a subsequent amendment.

 

 

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On behalf of the Company, I acknowledge that:

 

·         the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 

·         staff comments or changes to disclosure in the response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 

·         the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Please contact the writer if you have any further questions.

 

Yours truly,

 

Neuromama, Ltd.

 

Per: /s/ Igor Weselovsky

 

Igor Weselovsky

President & C.E.O.

 

 

 


             

 

APPENDIX "A"

 

 

 

 

 

 

 

                                                                                                                                                                                                                                                                                                                                                     
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P  a  g  e

                                                                                        

                                                                                                                                                                                                                                                                                                                                                    
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P  a  g  e

 

 

                                                                                                                                                                                                                                                                                                                                                    
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P  a  g  e

 

 

 

 

 

 

 

             

 

 

APPENDIX "B"

Entertainment Assets – Intellectual Property

 

 

1.       Feature film "Under the Gun" with Vanessa Lyne Williams in the leading role. (Never released)

 

2.       Music film "Live at Ventura Beach, California" of the live show in the Ventura Beach with 5,000 spectators with Eric Burdon from the Animals and Robby Krieger from the Doors performing there. (DVD was already released in Germany.)

 

3.       Feature film "Comeback", with Eric Burdon in the leading role. (Never released)

 

4.       Feature film "Road Stories" featuring Frankie Avalon and many other famous musicians. With Frankie Avalon in the leading role. (Never released)

 

5.       The Jazz Network Show List:

 

Host for these shows: Buster Jones

 

  •   #1        Rick Zunigar (Stevie Wonder’s Guitarist) with trio live in studio and Dave Koz video

  •   #2        Thurman Green (Trombonist) live in studio with Lou Rawls video 

  •   #3        Marcus Roberts (Wynton Marsalis Pianist) with footage from “Deep in the Shed”

  •   #4        Sid Jacobs (Guitarist) Quartet live with Andy Narrel video 

  •   #5        Ben Clatworthy (Saxophone) Quartet live and Pat Metheny video 

  •   #6        Vinnie Golia (Multi-inst) Trio live in studio, Chet Baker video

1

             
 

Host for next shows: Talaya Trigueros

           

  •   #7        Doug Webb (Saxophone) with Minimum Three live, Miles Davis video 

  •   #8        Edwing Sankey (Organ Trio) live in studio with a Branford Marsalis video 

  •   #9        Eric Marienthal (Saxophonist with Chick Corea) live,  Miles Davis video

Host for next shows: Buster Jones


·

#10

John Scofield (Miles Guitarist) and footage from “Live Three Ways”


·

#11

Ricardo Silveira (Brazilian Guitarist) live from S.M.C.C. Pavilion


·

#12

Billy Childs (Pianist) live from Le Cafe, and artist Rozzell Sykes


·

#13

no show


·

#14

Blues Special with host Bubba Jackson: Tony Mathews (Guitarist) who performed with Ray Charles is featured, live at St. Marks


Host for next shows: Talaya


·

#15

Carl Saunders (Trumpet) Sextet live in studio featuring Ron Feuer (Piano), and Bob Magnuson (Bass)


·

#16

Rick Zunigar (Guitarist) Electric Band plays fusion live


·

#17

Miles Davis Tribute Show with Bobby Lyle (Piano) and Horace

Silver


·

#18

Long Beach Jazz Festival with Patrice Rushen (Keyboards) and

Ndugu (Drums); also appearance of Black Note....Bobby Lyle   hosts


·

#19

Long Beach Jazz Fest. part 2 with Billy Cobham (Drums) and Ernie Watts (Sax); music from Strunz and Farah....hosted by Bobby Lyle


·

#20

Bob Sheppard (Sax) plays live At My Place featuring Larry Koontz (Guitarist), and John Beasley (Keyboards), Buster Jones host


·

#21

John Patitucci (Bassist) hosts an all video show featuring Pat Metheny video and Chick Corea footage


·

#22

Bobby Lyle (Keyboards) live at the S.M.C.C. Pavilion featuring Everette Harp (Sax) plus Jazz Dance Inc., hosted by Buster Jones


·

#23

The Penland Polygon Quintet featuring Ralph Penland (Drums),

Patrice Rushen (Piano) and Tony Dumas (Bass) live at Grand Ave Bar


·

#24

The Penland Polygon part 2 featuring Patrice Rushen (Piano), etc.


·

#25

John Scofield (Guitarist) Quartet featuring Joe Lovano (Sax) live at the Strand; also Dr. John video; with Talaya host


·

#26

John Beasley (Miles Keyboardist) live at S.M.C.C. Performance

Center with host Talaya

 

·

#27

Poncho Sanchez (Percussion) Latin Band live at Kimballs East, Talaya hosts

 

2

             

·

#28

Tony Williams (Drummer) with footage from “New York Live!” featuring Mulgrew Miller (Piano) and Wallace Roney (Trumpet), Bobby Lyle hosts


·

#29

Rick Zunigar (Guitarist) Live Recording Session feat. Mulgrew Miller (Piano), Bob Sheppard (Sax), and Ralph Penland (Drums)


·

#30

Chick Corea (Keyboardist) and footage from “Akoustic Band Alive “and “Elektric Band” videos, Talaya hosts


·

#31

Freddie Hubbard (Trumpet) and “Ride Like The Wind” footage with Joe Williams host


·

#32

Freddie Hubbard hosts a video show featuring Norman Brown, etc.


·

#33

Billy Childs (Pianist) live in studio with Wynton Marsalis video, Talaya hosts


·

#34

Roger Kellaway (Pianist) plays solo, plus a Streisand video, Talaya hosts


·

#35

Al DiMeola (Guitarist) with “Live at the Palladium” footage featuring Rachel Z (keyboards), also World Sinfonia at N.A.M.M., Talaya hosts


·

#36

Al DiMeola hosts an all guitar video show with Robert Cray and Pat Metheny videos


·

#37

Lyle Mays (Pat Metheny Keyboardist) live at the Strand with Mark Johnson (Bass) and Bob Sheppard (Sax), Talaya hosts


·

#38

Don Grusin (Keyboards) World Beat live at Schurr 93’ Jazzfest,

Talaya hosts


·

#39

Alan Pasqua (Pianist) with John Patitucci (Bass) and Peter Erskine (Drums) live in studio, Zan Stewart hosts


·

#40

Eric Reed (Wynton’s Pianist) plays live in studio with host Zan Stewart


·

#41

Hiroshima (Contemporary Jazz) plays live at the Schurr 93’ Jazzfest, Talaya hosts


·

#42

Paul Jackson Jr. (Guitar) hosts all video show featuring Ramsey

Lewis, etc.


·

#43

Marcos Ariel (South American Pianist) and Justo Almario (Sax) at Schurr 93’ Jazzfest hosted by Talaya


·

#44

Bennie Maupin (Sax) plays live in studio, talks about Miles and Herbie Hancock experiences, Zan Stewart hosts


·

#45

Bill Cunliffe (Pianist) Trio featuring Joe LaBarbera (Drums) live in studio Zan Stewart hosts


·

#46

McCoy Tyner (Coltrane’s Pianist) and footage from “One Night With Blue Note” featuring Woody Shaw and Jackie McClean, also   Playboy Jazzfest


·

#47

Everette Harp hosts an all video show with Branford Marsalis and Dave Koz videos and performs his latest single live!


·

#48

Joe Lovano (Saxophone) Quartet live at the Jazz Bakery featuring Tim Hagans (Trumpet), Zan Stewart hosts


·

#49

Chick Corea Elektric Band II perform live at the Strand, Talaya

hosts

 

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Host for next shows: Zan Stewart


·

#50

Carl Allen (Drums) Quintet  featuring Vincent Herring (Sax) play some tunes from their latest CD live in studio


·

#51

Kei Akagi (Pianist) Quartet with Rob Lockhart (Sax), and Willie Jones III (Drums), live


·

#52

Wallace Roney (Trumpet) Quintet featuring Ravi Coltrane (Sax), and Geri Allen (Piano) perform live in the studio


·

#53

The L.A. Jazz Quartet featuring Darek Oles (Bass), and Larry Koonse Guitar), perform originals from their CD


·

#54

The Weller Bros., Bob (Keyboards) and Dick (Drums) play originals with Steve Tavaliogne (Sax)


·

#55

Jeff Beal (Trumpet) brings in his own group featuring Dave Carpenter (Bass) and Steve Cardenas (Guitar) doing cuts from his last few CDs


·

#56

Bopsicle featuring vocalist Stephanie Haynes perform their stylistic tunes


·

#57

B Sharp Quartet perform their originals in the studio live with Zan Stewart


·

#58

Black Note another great LA band play from their latest Sony CD, Zan hosts


·

#59

Frank Gambale (Guitarist) live from the Baked Potato with Alphonso Johnson, (Bass), and Walfredo Reyes (Drums), Talaya host


·

#60

Mark Isham (Trumpet) plays originals from his latest CD with Jeff Weber


·

#61

Mike Garson


·

#62

John Rangel (Keyboards) new player on the jazz horizon with Willie Jones III (drums) with host Jeff Weber


·

#63

Brad Mehldau (Piano) superb player from New York plays solo, host Jeff Weber.


·

#64

Eugene Maslov (Piano) Russian born keyboardist plays solo piano in Bill Evans tribute with host Jeff Weber


·

#65

Everette Harp (Saxophone) hosts a Contemporary Video show featuring The Rippingtons, The Yellowjackets, plus a performance from his latest CD.



PILOT SHOWS


1.

4 episodes of "Rock and Roll Road Stories" featuring hosts: José Feliciano virtuoso guitarist and composer known for many international hits including his rendition of The Doors' "Light My Fire" and the best-selling Christmas single "Feliz Navidad". Frankie Avalon an American actor, singer, playwright, and former teen idol. Paul Bernard Rodgers an English rock singer-songwriter, best known for his success in the 1970s as a member of Free and Bad Company. He has recently toured and recorded with another 1970s band, Queen.


2.

1 episode of Movie Week, a promo for a weekly show. This would be a great tool for   promoting distribution of Global entertainment assets.


3.

90 minutes of Cabaret type variety show "Fantazmus" with Ilya Reznik in the leading role, and 28 Olympic and World Champions rhythmic gymnasts performing. Choreographed by Olga Morozova, music written by Raimonds Pauls. Ilia Reznik is the most famous songwriter in former USSR, and Raimonds Pauls is the most famous composer in former USSR. Olga Morozova is one of the best coaches for Rhythmic Gymnastics in USSR.



 

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