UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
CELEBRITY ENTERTAINMENT GROUP, INC.
(Name of Small Business Issuer in its charter)
Wyoming
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
18870 Still Lake Drive
Jupiter, Florida 33458
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (561) 741-0410
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
TABLE OF CONTENTS
Page
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PART I
ITEM 1. DESCRIPTION OF BUSINESS. 1
ITEM 2. PLAN OF OPERATION. 4
ITEM 3. DESCRIPTION OF PROPERTY. 4
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT. 8
ITEM 5. MANAGEMENT. 9
ITEM 6. EXECUTIVE COMPENSATION. 10
ITEM 7. CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS 10
ITEM 8. DESCRIPTION OF SECURITIES. 10
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS. 12
ITEM 2. LEGAL PROCEEDINGS. 12
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE. 13
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. 13
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 13
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS. F-1
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
Celebrity Entertainment Group, Inc., referred to in this registration statement as Celebrity, we or us, was incorporated on May 2, 1983 as a Utah Corporation under the name Acceleration Investments, Inc. We changed our name twice in 1984, first to Herradura Petroleum Corp., then to Petro Development, Inc, and acquired a subsidiary engaged in oil and gas operations, which we disposed of in 1988. In July 1994, we formed a Nevada corporation known as Petro Development, Inc., to change our domicile to Nevada. In August 1994, we changed our name to Odyssey NA, Inc. On January 11, 1996, we merged with Outlaw Entertainment Group, Inc. and changed our domicile to Wyoming. On February 23, 1996, we merged with Celebrity Entertainment Group, Inc., which was the surviving company.
We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, of which 3,674,822 shares were issued and outstanding as of November 30, 1999. We are authorized to issue 5,000,000 shares of preferred stock, $0.001 par value, none of which was issued and outstanding as of November 30, 1999. Each holder of the common stock shall be entitled to one vote for each share held. The preferred stock may be divided into series or classes by us upon the approval of a majority vote of our directors.
We have been in the developmental stage since our merger with Outlaw Entertainment and have no operations to date. Other than issuing shares to shareholders, we have not commenced any operational activities. As such, we can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. Our directors have elected to commence implementation of our principal business purpose.
We are filing this registration statement on a voluntary basis because the primary attraction of us as a merger partner or acquisition vehicle will be our status as a reporting public company. Any business combination or transaction could result in a significant issuance of shares and substantial dilution to our current stockholder.
The proposed business activities described in this registration statement classify us as a blank check company. Many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Marine Way, Inc., holds 2,300,000 of our shares. We do not intend to undertake any other offering of our securities, either debt or equity, until such time as we have successfully implemented our business plan described later in this registration statement. Marine Way has expressed its intention not to sell its shares of common stock until such time as we have successfully consummated a merger or acquisition and are no longer classified as a blank check company. In addition, Marine Way has also expressed its intention not to sell its shares unless the shares are subsequently registered or if an exemption from registration is available.
RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS. We have no operating history or any revenues or earnings from operations. We have little or no tangible assets or financial resources. We will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continually until we consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While we intend to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting these criteria. In the event the we complete a business combination, our success may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES. Transferability of our shares of common stock is limited because a significant number of states have enacted securities or so-called "blue sky" laws and regulations restricting or, in many instances, prohibiting, the initial sale and subsequent resale within that state of securities of "blank check" companies such us. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, would not register our securities for sale or resale in their states. Because of these regulations, we have no current plan to register any securities with any state. To ensure that any state laws are not violated through the resales of our securities, we will refuse to register the transfer of any securities to residents of any state, which prohibit such resale or if no exemption is available for such resale. It is not anticipated that a secondary trading market for our securities will develop in any state until consummation of a business combination.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable target candidates for us. Nearly all of these entities have significantly greater financial resources, technical expertise and managerial capabilities than we, and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. In addition, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR BUSINESS COMBINATION. We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation by us. There is no assurance we will be able to negotiate a business combination on favorable terms. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a business combination, Alan Pavsner, our President, anticipates devoting up to 20 hours per month to the business of our company. Mr. Pavsner will be the only person responsible in conducting the day to day operations of the company including searches, evaluations, and negotiations with potential merger or acquisition candidates. We have not entered into any written employment agreement with Mr. Pavsner and do not anticipate doing so in the foreseeable future.
CONFLICTS OF INTEREST - GENERAL. Mr. Pavsner may in the future participate in business ventures that could be deemed to compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event that our current and future officers or directors are involved in the management of any firm with which we transact business.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither conducted, nor have others made available to us, results of market research indicating that market demand exists for the transactions contemplated by us. Moreover, we do not have, and do not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by us, there is no assurance that we will be successful in completing any such business combination.
LACK OF DIVERSIFICATION. Our proposed operations, even if successful, will in all likelihood result in our engaging in a business combination with a business opportunity. Consequently, our activities may be limited to those engaged in by entities with which we merge or acquire. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.
REGULATION. Although we will be subject to regulation under the Securities Exchange Act of 1934, we believe that we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in our holding passive investment interests in a number of entities, we could become subject to regulation under the Investment Company Act of 1940. In this event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have not obtained formal determination from the Securities and Exchange Commission regarding our status under the Investment Company Act of 1940 and, consequently, any violation of this Act could cause material adverse consequences to our business.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any similar business combination may require our management to sell or transfer all or a portion of our common shares held by them, or resign as members of the board of directors of the Company. The resulting change in control could result in the removal of Mr. Pavsner and a corresponding reduction in or elimination of his participation in our future affairs.
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. Our primary plan of operation is based upon a business combination with a private concern which, depending on the terms of merger or acquisition, may result in our issuing securities to shareholders of a private company. The issuance of previously authorized and unissued common stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in control or change in our management.
DISADVANTAGES OF BLANK CHECK OFFERING. We may enter into a business combination with an entity that desires to establish a public trading market for its shares.
A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. These consequences may include, but are not limited to,
o time delays of the registration process;
o significant expenses to be incurred in such an offering;
o loss of voting control to public shareholders; and
o the inability or unwillingness to comply with various federal and state laws enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Currently, these transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot assure you that such business combination will meet the statutory requirements of a tax- free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require companies to provide information about significant acquisitions, including certified financial statements for the company acquired, covering one, two or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may preclude consummation of an otherwise desirable acquisition. Acquisition prospects that do not have or are unable to obtain the required audited financial statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.
ITEM 2. PLAN OF OPERATION.
We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. We have no particular acquisitions in mind and have not entered into any negotiations regarding such an acquisition. None of our officers, directors, employees or affiliates has engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between us and any other company as of the date of this registration statement.
EMPLOYEES
We have no full time or part time employees. Mr. Pavsner has agreed to allocate a portion of his time to our business activities, without compensation. We anticipate that our business plan can be implemented through the efforts of Mr. Pavsner's devoting up to 20 hours per month to our business affairs. Consequently, conflicts of interest may arise with respect to the limited time commitment by him.
Mr. Pavsner has been and is currently involved with other blank check companies, and may, in the future, become involved with other companies who have a business purpose similar to ours. As a result, additional potential conflicts of interest may arise in the future. If this type of conflict does arise and an officer or director is presented with business opportunities under circumstances where there may be a doubt as to whether the opportunity should belong to us or to another blank check company he or she is affiliated with, he or she will
disclose the opportunity to all such companies. If a situation arises in which more than one company desires to merge with or acquire that target company and the principals of the proposed target company has no preference as to which company will merger or acquire such target company, the company which first filed a registration statement with the Securities and Exchange Commission will be entitled to proceed with the proposed transaction.
INDEMNIFICATION
We shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of Wyoming, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer, or served any other enterprise as director, officer or employee at our request. The board of directors, in its discretion, shall have the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of us.
BUSINESS PLAN
Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act-registered corporation. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We may advertise and promote ourselves in newspaper, magazines and on the Internet. We have not yet prepared any notices or advertisement.
We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We have, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe that will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The Securities Exchange
Act of 1934 specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act. Nevertheless, officers and directors have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. Pavsner, who may not be considered a professional business analyst. Mr. Pavsner will be the key person in the search, review and negotiation with potential acquisition or merger candidates. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors. Our officers and directors do not expect to meet personally with management and key personnel of the business opportunity as part of their investigation due to lack of capital. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
Mr. Pavsner has limited experience in managing companies similar to us and will rely upon his own efforts and, to a much lesser extent, the efforts of our shareholders, in accomplishing our business purpose. We do not anticipate using any outside consultants or advisors to effectuate our business purpose. However, if we do retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as we have no cash assets with which to pay such obligation. There have been no contracts or agreements with any outside consultants and none are anticipated in the future.
We will not restrict our search for any specific kind of firm, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.
We anticipate that we will incur nominal expenses in the implementation of our business plan described herein. Because we have no capital with which to pay these anticipated expenses, Mr. Pavsner agreed to pay these charges with his personal funds, as interest-free loans. However, the only opportunity which management has to have these loans repaid will be from a prospective merger or acquisition candidate. Repayment of any loans made on our behalf will not impede, or be made conditional in any manner, to consummation of a proposed transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders or may sell their stock. Any terms of sale of the shares presently held by officers and/or directors will be also afforded to all other shareholders on similar terms and conditions. Any and all such sales will only be made in compliance with federal and applicable state securities laws.
We anticipate that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a "shell" company. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code. In order to obtain tax-free treatment, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders, would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such shareholders.
As part of our investigation, our officers and directors personally meet with management and key personnel, may visit and inspect material facilities, obtain analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, our respective needs and desires and other parties, our management of the opportunity and relative negotiation strength.
With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of Celebrity which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in Celebrity following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by Celebrity's shareholders at that time.
Celebrity will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with Celebrity's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
As previously stated, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We will be subject to all of the reporting requirements included in the 1934 Act. Included in these requirements is the affirmative duty to file independent audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as our audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If this transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.
We do not intend to make any loans to any prospective acquisition or merger candidates or to unaffiliated third parties. We may make loans only to prospective acquisition or merger candidates only when such fund is available, we have entered into an acquisition or merger agreement and making a loan to the acquisition or merger candidate is beneficial to us. The considerations to be used in determining whether to make loans includes the availability and the need of cash by the acquisition or merger candidate in order to complete the acquisition or merger. The loan may be either secured or non-secured depending on the result of negotiation and there is no limitations as to the amounts that may be loaned.
We do not intend to provide our shareholders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.
COMPETITION
We will remain an insignificant participant among the marketplace of firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than we. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage to our competitors.
YEAR 2000 ISSUE
Year 2000 issues are not material to our business, operations or financial condition, and we do not currently anticipate that it will incur any material expenses to remediate Year 2000 issues it may encounter. However, Year 2000 issues may become material to us following our completion of a business combination transaction. In that event, we will be required to adopt a plan and a budget for addressing these issues.
ITEM 3. DESCRIPTION OF PROPERTY.
We currently maintain our offices at 18870 Still Lake Drive, Jupiter, Florida, 33458, which is the business address of Mr. Pavsner, our President. We pay no rent for the use of this office. We do not believe that we will need to maintain an office at any time in the foreseeable future in order to carry out our plan of operations described herein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of December 21, 1999 regarding beneficial ownership of our common stock by (i) each stockholder known us to be the beneficial owner of more than 5% of our common stock, (ii) by each director and executive officer and (iii) by all executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned. The address of all shareholders in this table is 18870 Still Lake Drive, Jupiter, Florida 33458.
Number of Percentage of
Name Shares Owned Shares Owned
---- ------------ -------------
Marine Way, Inc. 2,300,000 62.6%
Alan Pavsner 2,300,000 62.6%
Mary Francis Pavsner -0- -0-
All officers and directors
as a group (2 people) 2,300,000 62.6%
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Alan Pavsner is the sole shareholder of Marine Way, and serves as our president and director. Mary Francis Pavsner is Mr. Pavsner's spouse. She serves as secretary of Celebrity. Although Ms. Pavsner could be deemed to own beneficially the shares of common stock held by Marine Way, she disclaims this ownership.
ITEM 5. MANAGEMENT.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the Company's directors and executive officers:
NAME AGE POSITION ---- --- -------- Alan Pavsner 47 President, Director Mary Francis Pavsner 46 Secretary |
Mr. Pavsner has served as president since October 1998. From April 1998 to the present, Mr. Pavsner has served as director of field operations for Integrated Homes, Inc., a residential construction company. From February 1995 to April 1998, he served as vice president--marketing for Spectra Systems, Inc., a defense marketing and consulting company. Mr. Pavsner holds the rank of Lieutenant Colonel in the United States Marine Corps (Ret) and holds a BS in Industrial Psychology from Florida State University and a MA in Human Resource Management from Pepperdine University.
Ms. Pavsner has served as our secretary since October 1998. From 1994 until the present, she has been a teacher in the Broward County, Florida school district. From 1975 to 1986, Ms. Pavsner was employed as a licensed real estate broker. Ms. Pavsner has served as a director and executive officer of several publicly-traded development-stage companies. Ms. Pavsner holds a BS from Florida State University.
CONFLICTS OF INTEREST
Mr. Pavsner is associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in his acting as our officer and director. Insofar as the officer and director is engaged in other business activities, Mr. Pavsner anticipates that he will devote only a minor amount of time to our affairs.
INVESTMENT COMPANY ACT OF 1940
Although we will be subject to regulation under the Securities Act of 1933 and the Securities Exchange Act of 1934, we believe that we will not be subject to regulation under the Investment Company Act of 1940 insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in our holding passive
investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In this event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences. We anticipate expect to be exempt from the Investment Company Act of 1940 via Regulation 3a-2 thereto.
INVESTMENT ADVISOR ACT OF 1940
Celebrity is not an "investment adviser" under the Federal Investment Adviser
Act of 1940, which classification would involve a number of negative
considerations. Accordingly, Celebrity will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Adviser Act of 1940, 15 U.S.C.
ITEM 6. EXECUTIVE COMPENSATION.
None of our executive officers or directors received any form of compensation from Celebrity in the past three fiscal years.
It is possible that, after Celebrity successfully consummates a merger or acquisition with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of its management for the purposes of providing services to the surviving entity, or otherwise provide other compensation to such persons. However, Celebrity has adopted a policy whereby the offer of any post-transaction remuneration to members of management will not be a consideration in its decision to undertake any proposed transaction. Members of Celebrity's board have agreed to disclose to the entire board of directors any discussions concerning possible compensation to be paid to them by any entity which proposes to undertake a transaction with Celebrity.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other transactions or relationships required to be disclosed under Item 404 of Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
Celebrity's articles of incorporation authorizes it to issue 100,000,000 shares of common stock at $.001 par value. Each holder of common stock will be entitled to one vote for each share of common stock held. As of November 30, 1999, there were 3,674,762 shares of common stock outstanding.
PREFERRED STOCK
Celebrity's articles of incorporation authorize it to issue 5,000,000 shares of preferred stock at $.001 par value. The preferred stock may be divided into series or classes, with special voting rights and preferences, to be established by a majority vote of our directors. As of November, 30, 1999, there were no shares of preferred stock outstanding.
If the board of directors authorizes the issuance of shares of preferred stock with conversion rights, the number of shares of common stock outstanding could potentially be increased by up to the authorized amount. Issuance of preferred stock could, under certain circumstances, have the effect of delaying or preventing a change in control of Celebrity and may adversely affect the rights of holders of other classes of preferred stock or holders of common stock. Also, preferred stock could have preferences over the common stock and other series of preferred stock with respect to dividends and liquidation rights.
Upon liquidation of Celebrity, each shareholder is entitled to receive a proportionate share of its assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any. All shares of common stock issued and outstanding are fully-paid and nonassessable. Holders of the common stock are entitled to share pro rata in dividends and distributions with respect to the common stock, as may be declared by the board of directors out of funds legally available therefor.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Celebrity's common stock has never been traded. Celebrity plans to apply to have its common stock traded on the over-the-counter market and listed on the OTC Bulletin Board. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
As of December 31, 1999, there were 265 holders of our common stock.
DIVIDEND POLICY
Celebrity has not paid any cash dividends on its common stock and presently intends to continue a policy of retaining earnings, if any, for reinvestment in its business.
PENNY STOCK
Until the Celebrity's shares qualify for inclusion in the Nasdaq system, the trading of its securities, if any, will be in the over-the-counter markets which are commonly referred to as the pink sheets or on the OTC Bulletin Board. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of the securities offered.
Effective August 11, 1993, the Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a penny stock, for purposes relevant to Celebrity, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement regarding the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
The NASD has recently made changes in the criteria for continued Nasdaq eligibility. In order to continue to be included on Nasdaq, a company must maintain $2,000,000 in net tangible assets or $35,000,000 in market capitalization or $500,000 net income in latest fiscal year or two of the last three fiscal years, a $1,000,000 market value of its publicly-traded securities and 500,000 shares in public float. In addition, continued inclusion requires two market-makers and a minimum bid price of $1.00 per share.
Celebrity intends to seriously consider undertaking a transaction with any merger or acquisition candidate which will allow Celebrity's securities to be traded without the above limitations. However, Celebrity cannot assure you that, upon a successful merger or acquisition, it will qualify its securities for
listing on Nasdaq or some other national exchange, or be able to maintain the maintenance criteria necessary to ensure continued listing. The failure of Celebrity to qualify its securities or to meet the relevant maintenance criteria after such qualification in the future may result in the discontinuance of the inclusion of Celebrity's securities on a national exchange. In these events, trading, if any, in Celebrity's securities may then continue in the over-the-counter market. As a result, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, Celebrity's securities.
ITEM 2. LEGAL PROCEEDINGS.
Celebrity is not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Celebrity has not changed accountants since its formation and there are no disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In October 1997, Celebrity issued 2,300,000 shares of its common stock to Marine Way, as consideration for consulting services rendered. Inasmuch as Marine Way had access to information concerning Celebrity, the transaction was exempt from registration requirements of the Securities Act of 1933 pursuant to Section 4(2) thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Celebrity shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Wyoming, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of Celebrity, or served any other enterprise as director, officer or employee at the request of Celebrity. The board of directors, in its discretion, shall have the power on behalf of Celebrity to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of Celebrity. Indemnification of officers or persons controlling Celebrity for liabilities arising under the Securities Act of 1933 has been determined by the Commission to be against public policy and unenforceable.
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements of the Company are filed as part of this Report:
(2) Exhibits:
3.1(a) Articles of Incorporation of Celebrity Entertainment Group, Inc.
3.1(b) Amendment to the Articles of Incorporation of Celebrity Entertainment
Group, Inc.
3.1(c) Certificate of Merger
27.1 Financial Data Schedule
27.2 Financial Data Schedule
|
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Celebrity Entertainment Group, Inc.
Date: January 10, 2000 By: /s/ Alan Pavsner
--------------------------------------
Alan Pavsner, President
|
CELEBRITY ENTERTAINMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND DECEMBER 31, 1998
C O N T E N T S
Independent Auditors' Report........................................ F-3 Balance Sheets...................................................... F-4 Statements of Operations............................................ F-5 Statements of Stockholders' Equity (Deficit)........................ F-6 Statements of Cash Flows............................................ F-7 Notes to the Financial Statements................................... F-8 |
INDEPENDENT AUDITORS' REPORT
Board of Directors
Celebrity Entertainment Group, Inc.
(A Development Stage Company)
Evanston, Wyoming
We have audited the accompanying balance sheets of Celebrity Entertainment Group, Inc. (a development stage company) as of December 31, 1998 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 1998 and 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Celebrity Entertainment Group, Inc. (a development stage company) as of December 31, 1998 and the results of its operations and its cash flows for the years ended December 31, 1998 and 1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage company with no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
August 23, 1999
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
November 30, December 31,
1999 1998
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ -- $ --
----------- -----------
Total Current Assets -- --
----------- -----------
TOTAL ASSETS $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 14 $ --
----------- -----------
Total Current Liabilities 14 --
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 5,000,000 shares authorized at
$0.001 par value; -0- shares issued and outstanding -- --
Common stock, 100,000,000 shares authorized at
$0.001 par value; 3,674,762 shares issued and
outstanding 3,675 3,675
Capital in excess of par value 6,826,937 6,825,688
Deficit accumulated during the development stage (6,830,626) (6,829,363)
----------- -----------
Total Stockholders' Equity (Deficit) (14) --
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ --
=========== ===========
|
The accompanying notes are an integral part of these financial statements.
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Operations
From
For the Inception On
Eleven Months May 2, 1983
Ended For the Years Ended Through
November 30, December 31, November 30,
-------------------------------- --------------------------------- ---------------
1999 1998 1998 1997 1999
-------------- ---------------- --------------- ---------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ -- $ -- $ --
-------------- ---------------- --------------- ---------------- ---------------
EXPENSES 1,263 -- -- -- 1,263
-------------- ---------------- --------------- ---------------- ---------------
LOSS ON DISCONTINUED
OPERATIONS -- -- -- 250,000 6,829,363
-------------- ---------------- --------------- ---------------- ---------------
NET LOSS $ (1,263) $ -- $ -- $ (250,000) $ (6,830,626)
============== ================ =============== ================ ===============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.09)
============== ================ =============== ================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 3,674,762 3,674,762 3,674,762 2,898,132
============== ================ =============== ================
|
The accompanying notes are an integral part of these financial statements.
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
COMMON STOCK Capital in During the
-------------------------- Excess of Development
SHARES AMOUNT PAR VALUE STAGE
----------- ----------- ----------- -----------
Balance at inception -- $ -- $ -- $ --
Common stock issued from
inception on May 2, 1983 through
December 31, 1996 at approximately
$5.60 per share 1,174,762 1,175 6,578,188 --
Net loss from inception through
December 31, 1996 -- -- -- (6,579,363)
----------- ----------- ----------- -----------
Balance, December 31, 1996 1,174,762 1,175 6,578,188 (6,579,363)
October 10, 1997, common stock
issued for services at $0.10
per share 2,500,000 2,500 247,500 --
Net loss for the year ended
December 31, 1997 -- -- -- (250,000)
----------- ----------- ----------- -----------
Balance, December 31, 1997 3,674,762 3,675 6,825,688 (6,829,363)
Net loss for the year ended
December 31, 1998 -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1998 3,674,762 3,675 6,825,688 (6,829,363)
Capital contributed by shareholder
(unaudited) -- -- 1,249 --
Net loss for the eleven months ended
November 30, 1999 (unaudited) -- -- -- (1,263)
----------- ----------- ----------- -----------
Balance, November 30, 1999
(unaudited) 3,674,762 $ 3,675 $ 6,826,937 $(6,830,626)
=========== =========== =========== ===========
|
The accompanying notes are an integral part of these financial statements.
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
For the From
Eleven Months Inception on
Ended For the Years Ended May 2, 1983
November 30, December 31, Thorugh
------------------------------ -------------------------- November 30,
1999 1998 1998 1997 1999
------------- ------------ ---------- ----------- ------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (1,263) $ -- $ -- $(250,000) $(6,830,626)
Adjustments to reconcile net loss
to net cash provided (used) in operating
activities:
Stock issued for services -- -- -- 250,000 250,000
Discontinued operations -- -- -- -- 6,579,363
Change in operating assets and liability
accounts:
Increase (decrease) in accounts
payable 14 -- -- -- 14
----------- -------- --------- --------- ----------
Net Cash Used by Operating
Activities (1,249) -- -- -- (1,249)
----------- -------- --------- --------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES -- -- -- -- --
----------- -------- --------- --------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital contributed by shareholder 1,249 -- -- -- 1,249
----------- -------- --------- --------- ----------
Net Cash Provided by Financing
Activities 1,249 -- -- -- 1,249
----------- -------- --------- --------- ----------
INCREASE (DECREASE) IN CASH -- -- -- -- --
CASH AT BEGINNING OF PERIOD -- -- -- -- --
----------- -------- --------- --------- ----------
CASH AT END OF PERIOD $ -- $ -- $ -- $ -- $ --
=========== ======== ========= ========= ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest $ -- $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ -- $ --
|
The accompanying notes are an integral part of these financial statements.
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization and Business Activities
The Company was organized under the laws of the State of Utah on May 2, 1983 under the name of Acceleration Investments, Inc. During 1984, the shareholders approved a change in the corporate name to Herradura Petroleum Corp., and then changed the name to Petro Development, Inc. During 1984, the Company acquired a subsidiary engaged in oil and gas operations, but discontinued this operation during 1988.
In July 1994, the Company formed a Nevada corporation known as Petro Development, Inc. for the purposes of changing its domicile to Nevada.
In August 1994, the Company changed its name to Odyssey NA, Inc.
On November 2, 1995, in accordance with a Plan and Agreement of Merger, the Company changed its business plan to a credit card service business, with the intent of utilizing endorsement of entertainers and celebrities to promote the credit card business. On January 11, 1996, in accordance with the Articles of Merger, the Company merged with Outlaw Entertainment Group, Inc., and changed it's domicile from Nevada to Wyoming. However, the merger was recorded as a "reverse" merger as if Odyssey NA, Inc. was survivor. On February 23, 1996, in accordance with a plan and agreement of merger, Odyssey NA, Inc. merged with Celebrity Entertainment Group, Inc., a Wyoming corporation, leaving Celebrity Entertainment Group, Inc. as the surviving company.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.
c. Basic Loss Per Share
For the Eleven Months Ended
November 30, 1999
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ (1,263) 3,674,762 $(0.00)
For the Eleven Months Ended
November 30, 1998
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ -- 3,674,762 $(0.00)
|
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Basic Loss Per Share (Continued)
For the Year Ended
December 31, 1998
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ -- 3,674,762 $(0.00)
For the Year Ended
December 31, 1997
-----------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $(250,000) 2,898,132 $(0.09)
|
The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period.
d. Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
e. Provision for Taxes
No provision for federal income taxes has been recorded due to net operating losses. The Company accounts for income taxes pursuant to FASB Statement No. 109. The Internal Revenue Code contains provisions which may limit the loss carryforwards available should certain events occur, including significant changes in stockholder ownership interests. Accordingly, the tax benefit of the loss carryovers is offset by a valuation allowance of the same amount. The loss carryforwards of approximately $250,000 will expire by the year 2014.
f. Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ form those estimates.
CELEBRITY ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Common Stock
In October 1997, the Company issued 2,500,000 (post-split) shares of its common stock at $0.10 per share for services rendered.
In December 1997, the Company effected a 1-for-10 reverse split of its issued and outstanding common shares. These financial statements reflect the 1-for-10 reverse split retroactively.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company. Currently, certain stockholders have committed to covering all operating and other costs until sufficient revenues are generated through a merger.
EXHIBIT 3.1(a)
SECRETARY OF STATE
STATE OF WYOMING
THE CAPITAL
CHEYENNE, WY 82002-0020
ARTICLES OF INCORPORATION
II. Number and class of shares which the corporation is authorized to issue that together have unlimited voting rights:
Number and class of shares which are entitled to receive the net assets of the corporation upon dissolution: (This class of shares may also be the class of shares that together have unlimited voting rights.)
III. The registered agent and street address of its registered office are:
IV. The name and address of the incorporator:
Susan A. Vertrees 1675 Broadway, Denver, CO 80202 ------------------------------------------------------------------------- Norma Barrios 1675 Broadway, Denver, CO 80202 ------------------------------------------------------------------------- |
SECRETARY OF STATE
STATE OF WYOMING
THE CAPITOL
CHEYENNE, WY 82002-0020
CONSENT TO
APPOINTMENT BY REGISTERED AGENT
1. C T CORPORATION SYSTEM, voluntarily consents to serve as the registered agent for OUTLAW ENTERTAINMENT GROUP, INC. on the date shown below.
2. The registered agent certifies that he is: (circle one)
(a) An individual who resides in this state and whose business office is identical with the registered office;
(b) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or
(c) A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
3. C T CORPORATION SYSTEM knows and understands the duties of a registered agent as set forth in the 1989 Wyoming Business Corporation Act.
Dated this 1st day of November, 1995.
C T CORPORATION SYSTEM
By /s/ Marcia J. Sunahara ----------------------------- Signature of Registered Agent Marcia J. Sunahara, Asst. Vice President |
Signed /s/ Norma Barrios Signed /s/ Susan A. Vertrees
--------------------------- ----------------------------
Dated 10-31-95 Dated 10-31-95
----------------------------- ------------------------------
|
FOR NAME AVAILABILITY PURPOSES, LIST THE TYPE OF BUSINESS THE CORPORATION WILL BE CONDUCTING:
********************************************************************************
INSTRUCTIONS:
FILING FEE: $90.00
(1) THE ARTICLES OF INCORPORATION SHALL BE ACCOMPANIED BY A WRITTEN CONSENT TO APPOINTMENT EXECUTED BY THE REGISTERED AGENT.
(2) ARTICLES OF INCORPORATION SHALL BE ACCOMPANIED BY ONE (1) EXACT OR CONFORMED COPY.
EXHIBIT 3.1(b)
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
OUTLAW ENTERTAINMENT GROUP, INC.
Outlaw Entertainment Group, Inc., having its principal office at 445-C E. Cheyenne Mountain Boulevard, No. 417, Colorado Springs, Colorado 80906 (hereinafter "the Corporation"), hereby certifies to the Secretary of State of Wyoming that:
1. Article I of the Articles of Incorporation has been amended in its entirety to read:
"I. Corporate Name: Celebrity Entertainment Group, Inc."
2. The amendment was adopted, prior to the issuance of shares, by written action, unanimously taken by the Board of Directors of the Corporation in accordance with Section 17-16.210 et seq. of the Wyoming Revised Statutes on the 14th day of February, 1996.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and its corporate seal to be hereunder affixed and attested by its Secretary on this 15th day of February, 1996, and its President acknowledges that this Amendment to Articles of Incorporation is the act and deed of the Corporation and, under the penalties of perjury, that the matters and facts set forth herein with respect to authorization and approval are true in all material respects to the best of the President's knowledge, information and belief.
ATTEST: OUTLAW ENTERTAINMENT GROUP, INC.
By: /s/ Frederick R. Schumacher By: /s/ John T. Anderson
----------------------------------- -------------------------------
Frederick R. Schumacher John T. Anderson
Secretary President
|
(Corporate Seal)
AMENDMENT TO
ARTICLES OF INCORPORATION
OUTLAW ENTERTAINMENT GROUP, INC. -1-
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
Before me, Willie J. Haddock, a Notary Public in and for the said County and State, personally appeared John T. Anderson, President of Celebrity Entertainment Group, Inc., a Wyoming corporation, and that he signed the foregoing document as his free and voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day of February, A.D. 1996.
My commission expires Oct. 1, 1999.
/s/ Willie J. Haddock ----------------------------------- Notary Public |
WILLIE J. HADDOCK
STATE OF COLORADO ) (Seal) Notary Public - Nevada
) ss. My appt. exp. Oct. 1, 1999
COUNTY OF EL PASO ) No. 95-00985-1
|
Before me, David W. Tomes, a Notary Public in and for the said County and State, personally appeared Frederick R. Schumacher, Secretary of Celebrity Entertainment Group, Inc., a Wyoming corporation, and that he signed the foregoing document as his free and voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 27 day of February, A.D. 1996.
My commission expires AUG-3-1996.
/s/ David W. Tomes -------------------------- Notary Public |
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -7-
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
|
The foregoing Amendment to Articles of Incorporation were signed before me by John T. Anderson, as President of Outlaw Entertainment Group, Inc., who, under oath, stated that the matters and facts set forth therein with respect to authorization and approval are true in all material respects to the best of his knowledge and belief.
Dated this 15th day of February, 1996
/s/ Patrick D. Cornwell
----------------------------
Notary Public
My Commission Expires:
1-31-2000
--------------------------------
PATRICK D. CORNWELL
(Seal) NOTARY PUBLIC-MINNESOTA
HENNEPIN COUNTY
My Commission Expires Jan. 31, 2000
|
AMENDMENT TO
ARTICLES OF INCORPORATION
OUTLAW ENTERTAINMENT GROUP, INC. -2-
EXHIBIT 3.1(c)
STATE OF WYOMING
Office of the
Secretary of State
United States of America )
) ss.
State of Wyoming )
|
CERTIFICATE OF MERGER
OF
ODYSSEY 2000-N.A., INC. (NV)(UNQUALIFIED) MERGED INTO: OUTLAW
ENTERTAINMENT GROUP, INC. (WY)(SURVIVOR)
I, DIANA J. OHMAN, Secretary of State of the State of Wyoming, do hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compliance with law, and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues this Certificate.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great Seal of the State of Wyoming. Done at Cheyenne, the Capital, this 11TH day of JANUARY A.D., 1996.
(Wyoming
State
Seal) /s/ Diana J. Ohman
--------------------------------------
Secretary of State
|
ARTICLES OF MERGER
OF
CELEBRITY ENTERTAINMENT GROUP, INC.
The undersigned corporations, pursuant to Section 17-16-1105 of the Wyoming Revised Statutes, and Section 78.458 of the Nevada Revised Statutes, hereby execute the following articles of merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the State(s) under the laws of which such corporations are organized, are as follows:
NAME OF CORPORATION STATE OF INCORPORATION Celebrity Entertainment Group, Inc. Wyoming Odyssey 2000-N.A., Inc. Nevada |
ARTICLE TWO
A Plan of Merger has been adopted by the Board of Directors of each corporation that is a party to this merger.
ARTICLE THREE
The laws of the State(s) under which such corporations are organized permit such merger.
ARTICLE FOUR
The name of the surviving corporation shall be Celebrity Entertainment Group, Inc. and it shall be governed by the laws of the State of Wyoming,
ARTICLE FIVE
The plan of merger is as follows:
PLAN OF MERGER
1. Odyssey 2000-N.A., Inc., Inc. shall be merged into Celebrity Entertainment Group, Inc. Celebrity Entertainment Group, Inc. is hereby designated as the surviving corporation.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -1-
2. The terms and conditions of the proposed merger are:
a) The By-laws of the surviving corporation as they shall exist on the effective date of this agreement shall be and remain the By-laws of the surviving corporation until the same shall be altered, amended and repealed as therein provided.
b) The officers and directors of Celebrity Entertainment Group, Inc. shall be appointed as the officers and directors of the surviving corporation to hold office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.
c) This merger shall become effective upon filing with the Secretary of State of Wyoming and the Secretary of State of Nevada. However, for all accounting purposes the effective dale of the merger shall be as of the close of business on November 30, 1995.
d) Upon the merger becoming effective, all property, rights, privileges, licenses and assets of every kind of Odyssey 2000-N.A., Inc. shall be transferred to and vested in Celebrity Entertainment Group, Inc.
3. The Common shares of ODYSSEY 2000-N.A., Inc. shall be converted into Common shares of Celebrity Entertainment Group, Inc., to the end that, upon the effective date of the merger, the issued and outstanding Common shares of the surviving corporation shall be owned 7.7% by the existing Common shareholders of Odyssey 2000-N.A., Inc. and 92.3% by the existing Common shareholders of Celebrity Entertainment Group, Inc. There shall be 32,500,000 issued and outstanding Common shares.
4. The Articles of Incorporation of the surviving corporation shall not be amended.
ARTICLE SIX
The Plan of Merger was submitted to the shareholders of Odyssey 2000- N.A., Inc. by its Board of Directors, with a recommendation for approval, at a special meeting of shareholders on December 11, 1995, in accordance with its By-laws and pursuant to Sections 78.458 and 78,370 of the Nevada Revised Statutes. At said meeting, the number of shares outstanding, the number of shares entitled to vote and the number and designation of shares of any class to vote as a class were:
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -2-
NAME OF CORPORATION: Odyssey 2000-N.A., Inc. TOTAL NUMBER OF SHARES OUTSTANDING: 7,845,617 Common shares TOTAL NUMBER OF SHARES ENTITLED TO VOTE: 7,845,617 Common shares |
DESIGNATION OF CLASS
ENTITLED TO VOTE AS A
CLASS (if any): None NUMBER OF SHARES OF SUCH CLASS (if any): None |
ARTICLE SEVEN
As to Odyssey 2000-N.A., Inc., the number of shares voted for and against the plan, respectively, and the number of shares of any class entitled to vote as a class voted for and against the plan, were:
NAME OF CORPORATION: Odyssey 2000-N.A., Inc. TOTAL SHARES VOTED FOR: 7,845,617 TOTAL SHARES VOTED AGAINST: 0 CLASS: None SHARES VOTED FOR: None SHARES VOTED AGAINST: None |
The merger and the Plan of Reorganization which authorized the Plan of Merger were approved by the unanimous vote of the Board of Directors of Celebrity Entertainment Group, Inc. on December 12, 1995. At that time, no shares of that corporation had been issued and, therefore, the approval of shareholders was not required.
ARTICLE EIGHT
All provisions of the laws of the State of Wyoming and the State of Nevada applicable to the proposed merger have been complied with.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -3-
ARTICLE NINE
It is agreed that upon and after the issuance of a Certificate of Merger by the Secretary of State of the State of Wyoming:
1. The surviving corporation may be served with process in the State of Wyoming in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Wyoming which is a party to the merger and in any proceeding or the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Wyoming against the surviving corporation.
2. The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Nevada which is a party to the merger the amount, it any, to which they shall be entitled under the provisions of the Nevada Revised Statutes with respect to the rights of dissenting shareholders.
3. The forwarding address for service of process is:
c/o CT Corporation System 1720 Carey Avenue Cheyenne, Wyoming 82001
4. The addresses of the respective parties to these Articles of Merger are:
Celebrity Entertainment Group, Inc. 445-C E. Cheyenne Mountain Blvd., #417 Colorado Springs, Colorado 80906
Odyssey 2000-N.A., Inc. 2895 E. Sierra Drive Westlake Village, California 91362
ARTICLE TEN
These articles of merger shall be effective on February 22, 1996.
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -4-
IN WITNESS WHEREOF, each of the undersigned corporations has caused these Articles of Merger to be executed in its name by its President and Secretary, as of the 15th day of February, 1996.
ODYSSEY 2000-N.A., INC.
/s/ Michael C. Talianis -------------------------------- Michael C. Talianis, President /s/ Suzanne A. Talianis -------------------------------- Suzanne A. Talianis, Secretary |
CELEBRITY ENTERTAINMENT GROUP, INC.
/s/ John T. Anderson -------------------------------- John T. Anderson, President /s/ Frederick R. Schumacher -------------------------------- Frederick R. Schumacher, Secretary |
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -5-
STATE OF CALIFORNIA )
) ss.
COUNTY OF VENTURA )
|
Before me, Georgia S. Sturgeon, a Notary Public in and for the said County and State, personally appeared Michael C. Talianis, President of Odyssey 2000-N.A., Inc., a Nevada corporation, and that he signed the foregoing document as his free and voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of February, A.D. 1996.
My commission expires 12-17-99
-----------------------------
/s/ Georgia S. Sturgeon
-----------------------------------
Notary Public
GEORGIA S. STURGEON
(Seal) COMM. #???????
NOTARY PUBLIC CALIFORNIA
VENTURA DEPUTY
Comm. Exp. Dec 17, 1999
|
STATE OF CALIFORNIA )
) ss.
COUNTY OF VENTURA )
Before me, Georgia S. Sturgeon, a Notary Public in and for the said County and State, personally appeared Suzanne A. Talianis, Secretary of Odyssey 2000-N.A., Inc., a Nevada corporation, and that she signed the foregoing document as her free and voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of February, A.D. 1996.
My commission expires 12-17-99
-----------------------------
/s/ Georgia S. Sturgeon
-----------------------------------
Notary Public
GEORGIA S. STURGEON
(Seal) COMM. #???????
NOTARY PUBLIC CALIFORNIA
VENTURA DEPUTY
Comm. Exp. Dec 17, 1999
|
ARTICLES OF MERGER
CELEBRITY ENTERTAINMENT GROUP, INC. -6-
| ARTICLE 5 |
| PERIOD TYPE | 12 MOS |
| FISCAL YEAR END | DEC 31 1998 |
| PERIOD START | JAN 01 1998 |
| PERIOD END | DEC 31 1998 |
| CASH | 0 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 0 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 0 |
| CURRENT LIABILITIES | 14 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 3,675 |
| OTHER SE | (3,675) |
| TOTAL LIABILITY AND EQUITY | 0 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 0 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | 0 |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 0 |
| EPS BASIC | (0.00) |
| EPS DILUTED | 0 |
| ARTICLE 5 |
| PERIOD TYPE | 11 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD START | JAN 01 1999 |
| PERIOD END | NOV 30 1999 |
| CASH | 0 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 0 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 0 |
| CURRENT LIABILITIES | 14 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 3,675 |
| OTHER SE | (3,689) |
| TOTAL LIABILITY AND EQUITY | (14) |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 1,263 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | (1,263) |
| INCOME TAX | 0 |
| INCOME CONTINUING | (1,263) |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | (1,263) |
| EPS BASIC | (0.00) |
| EPS DILUTED | 0 |