ENTERTECH MEDIA GROUP, INC.
920 North Nash Street
El Segundo, California 90245
Telephone (310)414-1128
(310)414-1129 Fax
March 5, 2001
HAND DELIVERED
Mr. V. Michael McGuire
ACAP Financial
Suite 101, American Plaza III
47 West 200 South
Salt Lake City, Utah 84101
Re: ENTERTECH MEDIA GROUP, INC.
Dear Mr. McGuire:
Thank you for the copy of the November 21, 2000 letter from NASD
Regulation regarding EnterTech Media Group, Inc. The company has attempted to
collect the information requested and provides the following supplemental
information in response to the numbered items in the NASD's letter:
1. Attached you will find a signed copy of Alexander H. Walker, Jr.'s
letter dated October 11, 2000.
2. Copies of the company's Form 10-QSB for each of the filing periods
in the year 2000 are attached. Also attached is a copy of the company's Form
10-KSB filed on June 16, 2000.
3. The company last filed an Amended Form 10-SB with the Securities and
Exchange Commission on June 19, 2000. As of this date, the company has not
received additional comments from the staff regarding the company's Amended Form
10-SB. Given the significant period of time which has elapsed since the last
filing, the company assumes that the staff has completed its review and has no
additional comments. In this regard, the company understands that the following
staff members were reviewing the company's filing: Ed Evangelidi (202) 942-1771,
Ed Loftus (202) 942-2950, Jonathan Ingram (202) 942-1843 and William Underhill
(202) 942-2950 who supervised the review of the company's filing.
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4. A copy of the final Amended Form 10-SB is attached.
5. The company has filed its Form 10-QSB for the third quarter of 2000.
A copy of that filing is attached. With this filing, it is the
company's understanding that it is current on its reporting obligation.
6. The company has prepared and filed a Form 8-K regarding its
relationship with Talk Visual Corporation and its separate relationship
with World Net Resources Group, Inc., two of the company's
shareholders. A copy of that Form 8-K is attached. As explained
therein, the company has entered into business relationships with these
shareholders. Under the terms of those business relationships, the
company issued shares of its common stock to these entities.
The company also has a business relationship with Whyteburg, Ltd,
another shareholder. This relationship involves a loan from Whyteburg to the
company and is detailed in the company's Form 10-SB and Amended Form 10-SB
filings. Amounts received from the company pursuant to this loan have been
capitalized and are not carried on the company's books as loans. Accordingly,
Whyteburg has been issued shares of the company's common stock. The certificates
representing such shares bear appropriate restrictive legends. A discussion of
this transaction can be found at page 17 of the company's June 19, 2000 Amended
Form 10- SB.
John Daly, an officer and director of the company, has the following
relationships with the following shareholders:
Shareholder Relationship
Eileen Ball Sister
William Ball Brother-in-law
Daniel Ball Nephew
Peter C. Branscombe Brother-in-law
Kathleen Branscombe Sister
John Branscombe Nephew
Stephen Branscombe Nephew
Karen Branscombe Nephew's wife
Peter T. Branscombe Nephew
Francis Branscombe Niece
Mark Coster Niece's husband
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Theresa Coster Niece
Brigitte Daly Ex-wife (mother of Jennifer and
Michael Daly)
Jennifer Daly Daughter
Julian Daly Son
Michael Daly Son
Timothy Laurence Daly Son
Mark Delaiche Niece's husband
Susan Delaiche Niece
David Foster Niece's husband
Jacqueline Foster Niece
Greg Hicks Nephew
Terry Hicks Brother-in-law
John Smallcombe Cousin
Joanne Taylor Niece
Stephen Taylor Niece's husband
Patricia Voltier Sister
Mark Voltier Nephew
Lorna Voltier Nephew's wife
Kelly Winn Mother of Julian and Timothy
(John Daly's sons)
Mark Tolner, an officer and director of the company, has the following
relationships with the following shareholders:
Shareholder Relationship
Cynthia Klein Mr. Tolner's wife
Adam Tolner Mr. Tolner's brother
Joanne Tolner Mr. Tolner's daughter
Pamela Tolner Mr. Tolner's mother
Ross Tolner Mr. Tolner's son
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Alexander H. Walker, Jr., a director of the company, has the following
relationships with the following shareholders:
Shareholder Relationship
Talk Visual Corporation Mr. Walker is a director of
Talk Visual
Alexander H. Walker III Mr. Walker's son
Amanda Cardinalli Mr. Walker's daughter
Timotha Kent Mr. Walker's daughter
Nevada Agency & Trust Company Mr. Walker is an owner, officer
and director. NATCO also is the
company's transfer agent
Hidden Splendor Resources Mr. Walker's wife owns and
controls Hidden Splendor
7. Except as previously disclosed, no officer or director of the issuer
is also an officer, director or principal shareholder of any corporation on the
issuer's shareholder list.
With regard to the identity of the individuals who are officers,
directors and principal shareholders of the corporations on the shareholders
list, the company assumes that the staff of NASD Regulation has requested such
information out of concern that there may be hidden relationships between the
corporate shareholders and the company's management which somehow allow
management to control the "float" of the freely tradable shares of the company's
common stock. In order to assuage such concerns the company provides the
following information regarding these "corporate shareholders," which the
company has placed into three groups:
First, certain corporate shareholders likely do not raise much concern
with the staff. For example, some of the corporate shareholders are NASD
members, the nominee names of such members or securities depositories. Such
shareholders include Cede & Co., Hutchins Securities and Wilco. None the
officers or directors of the company hold or otherwise control shares held in
these names. The company assumes that NASD Regulation is aware of the identities
of the officers, directors and control shareholders of these entities and that
these entities are not the focus of the staff's concerns.
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The second group includes corporate entities with which the company has
done business or with which the company has continuing relationships. These
relationships are summarized as follows and, where such information is available
to the company, the requested officer, director and controlling shareholder
information is listed:
Cullen Trading Ltd. CTL is one of the company's shareholders. The
principals of Cullen Trading are Jason Tabone and Stephen Hirst.
Hidden Splendor Resources, Ltd. HSRL is solely owned and controlled by
Cecil Ann Walker. Mrs. Walker is the wife of Alexander H. Walker, Jr., one of
the company's directors. Mr. Walker's relationship to HSRL is disclosed in the
company's filings with the SEC.
Morgounova Corporation. Morgounova provided translation services for
the company as part of the company's business activities in Russia. Morgounova
was issued shares of the company's common stock in exchange for such services.
Nevada Agency & Trust Company. NATCO is the company's transfer agent.
Alexander H. Walker, Jr., a director of the company, owns and controls NATCO
with his wife, Cecil Ann Walker. Mr. Walker's relationship to NATCO is disclosed
in the company's filings with the SEC. Mr. Walker's daughter, Amanda Cardinalli,
also is an officer of NATCO.
Talk Visual Corporation The company's relationship to TVCP is described
in the attached Form 8-K. Talk Visual is a reporting company. Its officers,
directors and control shareholders are listed in its filings with the SEC. For
ease of reference, a copy of Items 9 and 11 of TVCP's last Form 10-KSB is
attached hereto.
Whyteburg Limited. As indicated above, Whyteburg has provided operating
capital to the company. The principals of Whyteburg Limited are Christopher
Langenauer and Margrith Burer.
Worldnet Resources Group, Inc. The company's relationship to WRGI is
described in the attached Form 8-K.
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Lastly, the company does not have the requested information regarding
certain corporate shareholders. These are corporations in which there is no
relationship or affiliation between either the company or any of its current
officers or directors. These include:
Shareholder Shares Owned
Bencivenga Enterprises 883
Cardav Finance 417
HL Green Enterprises 42
Hanifen Imhoff Inc. 4,000
Lippy's, Inc. 84
Natseco 583
Pacific National Venture, Inc. 9,166
Pacific-Southeast Corp. 63
Quick and Easy Software, Inc. 3,750
Sigler & Co. 42
8. After inquiry of the company's officers and directors, it is the
company's understanding that none of the company's officers and directors hold
shares of the company in the name of Cede & Co or any nominee name of a NASD
member.
9. The company's issuances of shares is detailed in paragraph 11 below.
The company's currently freely tradeable shares were issued in a number of
transactions which date back to 1987. The exemptions from registration for
theses transactions also is noted below. In the case of securities issued
pursuant to the exemption from registration under the provisions of Section 4(2)
of the Securities Act of 1933, as amended, the holding period for such shares,
with the exception of those issued in the last year, has long since run. The
vast majority of the company's free trading shareshave been held by the
underlying shareholders for a long period of time.
10. Attached is a schematic diagram which depicts how the issuer came
into its current state.
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11. The following information is complete as to each issuance of stock
and the exemption from registration claimed from inception March 19, 1987 to the
date hereof:
a. The company issued 100,000 shares to its insiders being the officers
and directors named in the 504 material on March 19, 1987. The exemption from
registration is claimed under Section 4(2) of the Securities Act of 1933, as
amended.
b. The company issued 600,000 shares to seventy-nine (79) persons in
reliance upon the provisions of Rule 504. A copy of the Prospectus is attached
hereto as Exhibit "A". It was reviewed and cleared by the Securities Division of
the Secretary of State's office on February 11, 1987.
c. On March 30, 1987, the company changed its name to Stone
International and authorized a forward split of the stock on a five (5) for one
(1) basis. Thus, there were issued and outstanding 3,000,000 shares of stock.
Since a split is neither a sale or purchase, such a transaction is not subject
to the provisions of the Securities Act of 1933, as amended.
d. On July 10, 1987, 3,000,000 shares were issued to four (4) persons.
There was a change in management. The exemption from registration was claimed
under Section 4(2) of the Securities Act of 1933, as amended.
e. On May 26, 1988, 1,800,000 shares were returned to the treasury.
This transaction was not subject to the provisions of the Securities Act of
1933, as amended.
f. As of December 31, 1988 and 1989, there were 4,200,000 shares issued
and outstanding.
g. On May 1, 1990, the company changed its name to Armas Int. Mfg. Co.
Inc. There were three separate issuances of stock. On May 27, 1990, two (2)
persons received 15,000 shares; on September 4, 1990 eighteen (18) persons were
issued stock; on November 20, 1990 eleven (11) persons were issued 369,749
shares and on that same date sixteen (16) persons were issued 230,000 shares. On
May 1, 1990, there was a twenty (20) for one (1) reverse split. As of the year
ended December 31, 1990, there were 760,749 shares issued and outstanding. On
the three securities transactions, the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended, was claimed.
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h. During the year 1991, there were ten (10) separate issuances of
securities. On February 4, 1991 21,080 shares were issued to ten (10) persons;
on March 7, 1991 15,000 shares were issued to two (2) persons; on May 3, 1991
10,000 shares were issued to one (1) person; on June 14, 1991 25,000 shares were
issued to four (4) persons; on August 19, 1991 12,500 shares were issued to one
(1) person; on September 5, 1991 one (1) person received 25,000 shares; on
October 2, 1991 one (1) person received 7,000 shares; on October 22, 1991 two
(2) persons received 5,000 shares; on December 10, 1991 two (2) persons received
42,000 shares; and on December 30, 1991 there were 304,000 shares issued to four
(4) persons. On all of the transactions in 1991, the exemption from registration
was claimed pursuant to the provisions of the Securities Act of 1933, as
amended. As of December 31, 1991 there were 1,227,329 shares issued and
outstanding.
i. In 1992, there were six (6) securities transactions. On February 10,
1992 three (3) persons received 128,000 shares; on February 26, 1992 one (1)
person received 72,000 shares; on June 6, 1992 three (3) persons received
174,420 shares; on September 8, 1992 there were 160,000 shares issued to three
(3) persons; and on December 17, 1992 there were 258,000 shares issued to three
(3) persons. As of December 31, 1992, there were 2,028,749 shares issued and
outstanding. The exemption from registration was claimed under the provisions of
Section 4(2) of the Securities Act of 1933, as amended.
j. The company was inactive and no shares were issued in 1994 or 1995.
k. There was an issuance of 236,251 shares to one (1) person in 1996.
The exemption under the provisions of Section 4(2) of the Securities Act of
1933, as amended, is claimed.
l. There were no transactions in 1997.
m. In 1988, there was a six (6) to one (1) reverse split. At this
point, there were 500,000 shares outstanding as of October 21, 1998. On July 31,
1998, prior to the reverse split, 700,000 shares were issued to four (4)
persons. On October 23, 1998 9,500,000 shares were issued to one (1) person. The
company's name was changed to InterLink Communications Group Inc. The year end
balance was 10,000,000 shares. All issuances of securities were claimed under
the exemption from registration set forth in Section 4(2) of the Securities Act
of 1933, as amended.
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n. In 1999, effective May 22, 1999, the company changed its name to
EnterTech Media Group, Inc. There were eight (8) separate securities
transactions. On February 10, 1999 250,000 shares were issued to one (1) person;
on May 21, 1999 one (1) persons received 400,000 shares; on June 14, 1999 one
(1) person received 500,000 shares; on October 22, 1999 one (1) persons received
20,000 shares; on October 29, 1999 two (2) persons received 10,000 shares; on
December 9, 1999 100,000 shares were issued to one (1) persons; and 250,000
shares were returned to the treasury on December 14, 1999. There were 11,030,000
shares issued and outstanding as of the year end of 1999. On all 1999 securities
transactions, the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended, is claimed.
o. On April 10, 2000, 5,000,000 shares were issued to a corporation in
a stock exchange. On August 2, 2000, 5,000 shares were issued to one (1) person.
On August 14, 2000, 2,000,000 shares were issued to a corporation in a stock
exchange. On August 14, 2000 one (1) individual received 5,000 shares of stock.
The 5,000,000 shares referred to above issued on April 10, 2000 were cancelled
on August 17, 2000. On September 14, 2000, 5,304,000 shares were issued to forty
(40) persons who are not residents of the United States. This transaction was
made in accordance with Regulation S. All stock certificates are restricted and
bear a legend. On September 27, 2000, 3,666,000 shares were issued in a stock
exchange. On October 16, 2000, 1,000,000 shares were issued to one (1) persons.
On December 20, 2000, one (1) person received 275,000 shares. Regulation S and
Section 4(2) are the exemptions from registration claimed
p. There were two (2) transactions in January 2001 involving 115,000
shares. The exemption under Section 4(2) of the Securities Act of 1933, as
amended, is claimed.
q. In general, there are three exemptions from registration claimed in
all the transactions detailed above. The 504 exemption was filed with and
cleared by the Secretary of State of Nevada. The Regulation S transaction in
2000 had all foreign investors who received stock certificates with a legend
imprinted thereon and are restricted for one (1) year. All other transactions
which claimed the Section 4(2) of the Securities Act of 1933, as amended, were
with persons familiar with the business of the corporation.
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12. The Rule 504 Prospectus is attached as Exhibit "A". The company
understand that the sales agent is deceased.
13. The Rule 504 of 1987 business plan was followed until 1990 when the
company had a change in equity and management control.
14. The prospectus is attached as Exhibit "A".
15. All individuals who received stock pursuant to Section 4(2) had an
opportunity to investigate the business of the company before they invested
their time, services, property or funds.
16. Mr. Walker also is a director of Talk Visual Corp. whose shares are
traded under the symbol TVCP on the OTC Bulletin Board market. Talk Visual Corp.
is the video-telephone communication business. Mr. Walker also is an officer and
director of Harvard Scientific Corp. whose shares are traded under the symbol
"VGEN" on the Over-the-Counter Bulletin Board market. Harvard is developing
medical treatments for human sexual dysfunction. Mr. Walker also is a director
of FilmWorld, Inc. whose shares are traded under the symbol "FWLD" on the
Over-the-Counter Bulletin Board market. FilmWorld is in the business of
developing and marketing a process for the removal of sulphur from crude and
refined oil. Prior to November 28, 2000, Mr. Tolner and Mr. Daly also were
directors and were officers of FilmWorld. They have resigned all positions they
held with that company.
17. The company has not entered into any discussions or negotiations
concerning a potential merger or acquisition.
Please let me know if you need additional information regarding this
matter. The company appreciates the time you and NASD Regulation have taken to
review this matter.
Sincerely,
ENTERTECH MEDIA GROUP, INC.
By: /s/ Mark Tolner
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Mark Tolner, President
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