U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2001
Cayenne Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Colorado
(State or jurisdiction of incorporation) or organization)
000-29181
(Commission File Number)
84-1493153
(I.R.S. Employer Identification Number)
5527 East Camelback Road, Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (602) 522-8649
Boeing Run, Inc., 7899 West Frost Drive, Littleton, Colorado 80128
(Former name or former address, if changed since last report)
ITEM 1. DESCRIPTION OF BUSINESS.
(a)Effective on March 28, 2001, the majority shareholder Corporate
Management Services, Inc. sold 625,000 of the common shares it owned to
Cayenne Entertainment, Inc. In this stock purchase Cayenne Entertainment, Inc.
took control of the Company's Board of Directors and strategic direction of
the Company. Due to this stock purchase and change of control, the overall of
business of the Company will be directed to any lawful corporate undertaking
that completes the strategic focus of Cayenne Entertainment, Inc. relating
to the entertainment industry.
(b)After the completion of the stock purchase transaction the Board of
Directors approved with stockholder ratification the mergers of Cayenne
Entertainment, Inc., Cayenne Records, Inc., Sunbird Records, Inc., Butter
Dream Music Incorporated and Red Truck Productions Incorporated on a stock
for stock merger with a warrant package as approved by the Board of
Directors and shareholders.
(c)In the Agreement of Merger with Cayenne Entertainment, Inc. the Board of
Directors approved a name change from Boeing Run, Inc. to Cayenne
Entertainment, Inc.
ITEM 2. PLAN OF OPERATION - INDUSTRY OVERVIEW
(a) Today our society has identified many things that has been labeled the
universal form of communication. Research has proven that he most common
form of universal communication is MUSIC. Music touches every person of
every culture around the world. Consumers buy more than $38.5 billion
dollars annually on music related media. The U.S. recording industry
accounts for more than 1/3 of the world market and is recognized as the
leader in musical entertainment. "Teenagers are coveted by marketers,
thanks to their estimated $140 billion in disposable income and their
ability to influence family purchasing decision." U.S. Piper Jaffray
Analyst, Jeff Klinefelter
(b) The three essentials to being successful in the music industry which have
become the foundation of Cayenne Entertainment, Inc. are:
> Songwriting
> Talent
> Marketing
(c) The Recording Industry Association of America (R.I.A.A.) announced in the
2000 mid year sales report on August 25, 2000, that CD sales are at an all
time high. The worldwide music market rose 1% in 1999 to $38.7 billion
dollars.
"Despite the excitement felt by music lovers and record
companies alike over the positive potential of the
Internet, loyalty to the physical product remains as
evident by the mid year R.I.A.A. numbers. CDs will be
around for a long time." Hillary Rosen, President & CEO
of the R.I.A.A.
Market Breakdown by Country
CountryPercentage
United States 37.0%
Germany 7.4%
Brazil 1.7%
Australia 1.7%
Spain 1.7%
Japan 16.0%
France 5.2%
United Kingdom 7.6%
Canada 2.3%
Mexico 1.6%
These numbers are complied for the R.I.A.A. quarterly by the accounting
firm of Price Waterhouse Coopers LLP, and represent direct data from
companies that distribute 90% of prerecorded music.
Examples of Other Independent Producers/Songwriter Label Owners
Producer Label 1998 Sales Forbes Valuation
-------- ----- ---------- ----------------
Sean Combs Bad Boy $130M $250M
Russell Simmons Def Jam $180M $240M
Percy Miller No Limit $120M $230M
Chris Schwartz Ruffhouse $126M $175M
Forbes valuation was published as of March 22, 1999.
ITEM 3 GENERAL BUSINESS PLAN
(a)The Company business focus is to sign recording artists, produce and
publish their music and leverage off of promotion and distribution companies
for distribution. Cayenne Entertainment has affiliations with third party
companies for concert booking, merchandising and distribution. In October,
2000 Cayenne Entertainment, Inc. was formed to be the corporate entity to
merge all the various owned companies of the common stockholders, all of
which was focused on the entertainment industry. To assist in this
organization and provide an exit strategy for the Company's shareholders it
was approved by the Board of Directors to purchase a public trading shell
and complete a reverse merger into it combining all the corporations into
one. In March, Cayenne entered into the stock purchase agreement with the
majority shareholder of Boeing Run, Inc. to accomplish its business
objectives.
(b)The Company utilizes management that is well known in the industry and
has over 100 years of total industry experience in every facet of the
industry. It utilizes management owned recording studios in Phoenix, Arizona
and Nashville, Tennessee to record and develop artists under the Cayenne and
Sunbird labels. It is committed to providing superb entertainment with
positive messages. Great art evolves by creating an atmosphere in which the
artist feel safeguarded and understood. This goal has been accomplished with
the artists already under contract and will continue to be the goal of the
future as the Company seeks additional artists. The Company's ability to
achieve this goal is primarily due to the fact that Gardner Cole and Nelson
Larkin are Billboard charting recording artists, songwriters and producers
who truly understand both the creative aspects of the industry as well as
the business side.
Cayenne Entertainment, Inc. Corporate Structure
Cayenne Entertainment, Inc.
---------------------------
Divisions |
|
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| | | |
| | | |
Sunbird Records Cayenne Records Red Truck Productions Butter Dream Music
- --------------- --------------- --------------------- ------------------
(c)Sunbird Records focuses on the production, promotion and distribution of
all the recording artists signed under the Sunbird country music label.
(d)Cayenne Records focuses on the production, promotion and distribution
for R&B, Hip-Hp, Top 40 and alternative rock.
(e)Red Truck Productions was established to manage specific concert
engagements. The first concert was held on October 29, 2000 featuring
Montgomery Gentry and Sunbird recording artists Earl Thomas Conley, Len
Doolin, Claire Purcell, Traci Andrews and Danny Griego. Red Truck
Productions has also scheduled a European tour to be held during the winter
of 2001, which will include many of the Cayenne/Sunbird recording artists.
(f) Butter Dream Music was established to manage the publishing rights for all
songs owned by Cayenne Entertainment, Inc. through Sunbird Records and
Cayenne Records.
Artists Under Contract
(g) Cayenne/Sunbird have the following artists under contract and have
produced CD's for promotion and distribution..
> L-Amentz - R&B
> Len Doolin - Country
> Earl Thomas Conley - Country
> Claire Purcell - Country
> Robert Arwood - Country
> Sedona Price - Country
> Gurriers - Irish Alternative Rock Band
> Traci Andrews - Country
L-Amentz www.l_amentz.com
----------------
The L-Amentz have been compared to the R&B vocal group Boyz 2 Men by
recording industry executives. Release of the group's debut CD is currently
being copied for distribution. The group is currently in Detroit on a month
tour and artist training seminars with leading R&B artists. As part of the
CD debut, Cayenne has begun to solicit merchandising contracts for the
development and distribution of the group's merchandise. Based upon the
information provided by the major distributor for the group, the Company
anticipates to sale over 500,000 copies of the groups debut CD during 2001.
Cayenne receives $4.00 per CD as its royalty income which would equate to
$2,000,000.
Len Doolin www.lendoolin.com
-----------------
A mix of traditional country music blended with a touch of new country
flavor has made the music of Len Doolin noticed throughout the country music
world. As a singer and songwriter, his current successes include "Heaven
Sent Me You" on the self titled multi-platinum John Michael Montgomery album
along with serious attention from the Nashville music community. Len's debut
single "Breakin' Whats Left of My Heart" was released on December 26, 2000.
A recently produced music video of this single was also simultaneously
released to Great American Country (GAC). The CD will be released through
Red Distribution on June 5, 2001.
Earl Thomas Conley www.earlthomasconley.com
------------------------
The music business and it's cast of characters are full of tales concerning
acts and their pursuit for success - the long and winding roads traveled to
fulfill their dreams, the rapidity of #1 hits, the languorous nature of a
career fading away into nothing, the remembrance of days gone by never to
repeated either critically or commercially. Once in a blue moon, however,
does a true artist glow like the brightest star and burn out only to re-
ignite with the presence of the Sun. If anyone in the world of country music
deserves to bear such a distinction, it would be Earl Thomas Conley.
Few ever achieve such a remarkable set of milestones, let alone look
adversity in the face and return to prove than lightening can strike twice.
Earl Thomas Conley dispels any trace of doubt with Perpetual Emotion, a
collection that perfectly marries the past and the present of a country
music sage who originally looked for inspiration with a brush rather than a
six string. Painting was this Portsmouth, Ohio native's first love a passion
that began at age 10. It was also his way out of an economically depressed
town whose glory days had passed. By 14, Earl was more than ready to live
with his sister in Dayton, where he continued to paint and learn more about
the art that seemed to direct his life.
Upon high school graduation, Earl was prepared to accept an art scholarship
at a local college, but opted to join the army instead. It was here, as a
member of a Christian-influenced trio, where his musical talent and vocal
ability were first realized. As he continued to perform, Earl's feelings
towards the music that his father had played for him as a child grew
stronger and seemed to take a hold of him. He also figured that entertaining
wasn't a bad way to make a living. This new found inspiration fueled the
young Conley, who now sought an education in country music. Recordings by
Merle Haggard, George Jones, and Charlie Pride were the basis of this
education, which served as a solid foundation for Conley, who began to write
songs around this period.
Now that army life was behind him, Earl started commuting to Nashville in
1968. With success eluding him during every visit, Conley moved to
Huntsville, Alabama to be closer to Music City and its recording studios.
During a song-plugging visit in 1973, Earl met Dick Herd, who produced Mel
Street. This meeting led to the Conley-Herd composite "Smokey Mountain
Memories," which Street took straight into the Top 10. With the future
looking brighter than ever before, Earl moved to Nashville, where luck as a
songwriter continued with "This Time I've Hurt Her More Than She Love Me," a
#1 hit for Conway Twitty in 1975.
Having written continuously since 1968 and hot on the heels of a #1 cut for
Conway Twitty, Earl decided to make the move to "singer" as Earl Conley. In
1979, Earl released three singles for Warner Brothers, which failed to crack
the Top 20 country chart. Nothing seemed to grab anyone's attention. By
1982, the artist now known as Earl Thomas Conley had signed with the
independent Sunbird Records, where he recorded the "Blue Pearl" album with
producer Nelson Larkin. One of the album's tracks, "Fire & Smoke," was
selected as a single and promoted to country radio stations across the U.S.
Within weeks, the song was atop the Billboard charts and Earl had achieved
his first #1 as an artist.
With "Fire & Smoke" a bona fide hit, RCA picked up Earl's contract and
became his home for the next 10 years. What ensued was a period of hit
making that has seldom been achieved by other artists in any genre of music.
This became more interesting when considering the type of music that Earl
Thomas Conley was making. He was country, R&B, rock n' roll, pop, and adult
contemporary in a world that accepted nothing but stone country.
His left-of-center style applied to both his music and his image. In the
midst of the "Urban Cowboy" era, Earl didn't play the "hat act." His
relentless pursuit to write and sing better songs resulted in #1 hit after
#1 hit. His incessant desire to grow musically led to accolades such as
multiple Grammy nominations for his 1983 hit "Holding Her & Loving You,"
which won the "Country Song of the Year" award. It also allowed Earl to be
the first artist to take four singles from album to the #1 spot. The success
of the "Don't Make It Easy For Me" album pre-dated a similar feat achieved
with Michael Jackson's "Bad" album, which paralyzed the Top 40 chart much
like Conley had on the Country hit parade four years earlier.
Earl continued to defy the rules when he became the first and only country
artist ever to appear on the popular R&B television show "Soul Train," where
he sang his 1986 hit duet with Anita Pointer of the Pointer Sisters, "Too
Many Times." It seemed that everything Earl did became a hit and pushed the
envelope at the same time. As the '80s turned into the '90s, there was no
reason to believe that this stunning success would end just as quickly as it
began. Unfortunately, that's exactly what happened.
By 1991, Earl just couldn't take it anymore. His desires to record were now
replaced with desires to get off a treadmill that was just going too fast.
Issues of control in the studio fueled his growing disenchantment with the
politics of the music business. Mounting voice problems led to rumors of
throat cancer, but what doctors actually discovered were severe allergies
that prevented full use of his vocal cords. Financial woes and the death of
his father also contributed to this tailspin, leaving Earl mentally,
physically, emotionally, and creatively drained. So, in true E.T.C. fashion,
he refused to compromise and took a break, which led to a seven year hiatus
from the studio.
During this period of much need rest and relaxation, Earl began to refocus
his creative energies. The much slower pace of road life provided adequate
time to rediscover the joys of songwriting. This discipline energized Earl
and provided a renewed confidence. By 1997, Earl had accumulated over 70
songs and started thinking about a return to the studio. This time, he was
going to do it his way.
With longtime friends Randy Scruggs and Curly Corwin in tow, Earl stood
behind the music, rediscovering his voice with every note. The confines of
the studio were fun again and by January 1998 the team emerged with
Perpetual Emotion, a ten track offering containing five new songs co-written
by Conley and five newly-recorded versions of Earl's most popular #1 hits.
The project neatly sums up the career of one of the industries most beloved
artists, while its title appropriately suggests that the emotion that fans
have come to know through Earl's #1 hits continues to this day in every song
he sings.
Claire Purcell www.clairepurcell.com
---------------------
Coming from a musical family, Claire has been singing for as long as she can
remember. Growing up with her musician parents and six musician siblings,
she used to travel with her family as a musical show band. Since then, she
regularly performs all around Florida as well as opening for dozens of
country stars and Top 40 acts. Her particular blend of torchy love songs,
big ballads and traditional and modern country melodies has attracted
attention in both Nashville and around the country. Claire will be recording
her debut CD in Nashville during June, 2001. The initial single is scheduled
for release during August followed by the CD in October.
Robert Arwood
A country singer/songwriter hailing from Flint, Michigan. Mr. Arwood's self-
titled CD is scheduled for regional release in the Midwest during June 2001.
Mr. Arwood continues to open for recording artists such as Deanna Carter and
Aaron Tippin.
Sedona Price
A country singer from the East Coast, Sedona recently recorded a single
entitled "The Remedy" written by Gardner Cole. Cayenne Records is currently
selecting songs to complete the CD. Sedona has recently opened for Earl
Thomas Conley.
Gurriers www.geocities.com/dedaj_91at/index.htm
--------------------------------------
The present line up of THE GURRIERS (formally known as Jaded) have been
together for 4 years now. Originally Colin and Declan, who were
neighborhood pals, formed a band and started covering songs from their
favorite bands. Declan, who knew Alan from guitar lessons and who was also
at the same school , asked him if he would cover on the bass for a few gigs
as their previous bass player "died in a bizarre gardening accident".
Luckily for the guys Alan liked the band so much that he decided to stay!
From humble beginnings trying to scratch together an original sound, the
band progressed, learning from other more experienced musicians as they
went.
Traci Andrews www.traciandrews.com
--------------------
Traci believed in music early on - especially a love and enthusiasm for
country music. She started singing along with her dad on road trips, fooling
around with changing lyrics in country songs to fit the spirit of playful
moments. Traci decided she would become a country singer at age five after
attending the Judds Final Farewell concert featuring both Wynonna and Garth
Brooks! "I remember defiantly announcing that I wanted to be just like them,
having fun singing and entertaining a crowd like that. When I think back, I
realize no one took me seriously, but I never remember doubting it for a
moment" Traci continued to listen to her favorite country artists and
instinctively understood the music, she would announce their names and sing
the songs with the strike of the first chord. Years of piano lessons under
her belt, Traci talked her music teacher into letting her sing instead of
play at her piano recital "I wasn't in love with piano practicing because I
naturally played by ear. When singing happened, then I was having fun." Her
folks credit her recital event as the beginning of the realization that her
dream had merit. The shy 10-year-old confidently performed for the crowd and
received an enthusiastic response to her own country version of a popular
Disney song. The journey begins.
From then on Traci looked for every opportunity to sing. She volunteered to
sing solos for school, church, and community events. A summer Nashville
vacation further piqued her interest (and allowed her to sing a phrase on
the stage of the Grand Ole Opry). "We've had some wonderful family vacations
but the first Nashville one was like one of the best. Between Branson and
Nashville, we figured we heard 23 major artists. I went backstage and met
people like Wynonna and Reba - I was totally awestruck yet I saw them most
as my mentors. When I sang as a 10-year-old tourist on the Grand Ole Opry
stage, I told them then I'd be back some day to sing as one of their
featured artists."
As a young teenager, Traci started opening for theme performances with an
adult singing group. Her first full show followed when she was asked to do a
cancer benefit concert at the local university. Similar appearances
followed. Traci fell in love with performing. In '97, at 13, she entered a
country music competition and won the female vocalist for the regional CCMA,
moving on to the State Competition at Universal Studios where she won the
female vocalist for her age group (13-16 year olds) and also won Young
Entertainer of the Year over all age groups and categories. While juggling
homework, she sang one night a week at a country grill and occasional
weekends at local coffeehouse.. "I had a lot of fun singing cover songs but
I also knew what I really wanted to do was create my own tracks. That's
when we decided to concentrate on doing some recordings." With the help of
another country artist, Traci made her first CD in June of '98. The quality
of her voice in that CD reflected Traci's ability to captivate an audience
with a song.
When Traci was in the audience at the Crazy Horse Saloon, a local
establishment that books top country artists, she was unexpectedly asked to
sing one of the songs from her new CD. "When my friend, Kelly, asked me to
sing in the middle of her set, I wasn't sure what I should do. The place was
really crowded and , unrehearsed, I didn't want to look foolish. I just
couldn't turn the opportunity down and it turned out to be magical. I
enjoyed the great band players and knew one day I'd have my own band. Both
my friend and the crowd asked me to sing more songs that night. I loved
every minute and loved singing with a group of great musicians. That
spontaneous moment did a lot to build my confidence and since then, I've
been back to sing with them many times. Needless to say, I owe a lot to that
friend and to all those guys - they believed in me and gave me the
opportunity to move closer to my dream."
Soon another opportunity occurred. Traci was booked to open for country
artist, Toby Keith, at the California Center of the Arts. Her performance
was captured on the ABC eleven o'clock news as she played to a packed house
and showed San Diego her special kind of country music. The news reported
that Traci handled herself like a pro. Many commented that she entertained
and sounded more like a professional with 15 years experience rather than a
15 year old approaching her 16th birthday. "I was a little nervous
beforehand. I had never opened for a major artist and played to an audience
of that size. My band, my vocal coach, and I all joined hands and said a
prayer seconds before I went on - when I passed the curtain all the fear
left and I knew that was where I belonged, on stage. I was a little bummed
beforehand that my boyfriend had to be at his football playoff game and
couldn't attend the concert, but when I got home at midnight and called him,
he heard my excitement. As he answered the phone, I suddenly saw myself on
the news and realized that the night was for real. All I could do was
scream. I'd just had the time of my life."
Traci continues to love the singing experience. The audiences continue to
love what they hear. Her sound is rich and enjoyable to hear but her comfort
and style is well beyond her years. On stage she conveys a gal that is
genuinely moved by the music and is able to move the listener, as she
relates an emotional story or as she shows a little country attitude. While
attending high school, she has continued to focus on performing as much as
possible and recording in Nashville, expanding her style and skill while
reaching new followers with her sound. Traci has recently performed at the
Exit/In in Nashville and was a featured entertainer at this year's Young
Star Awards in Hollywood. Since then, she has been signed to the Nashville
agency, Buddy Lee Attractions Inc. where audiences and supporters can expect
to hear and see a lot more about her in the upcoming months. Keep checking
back often, Traci says she's here to stay!
"I continue to be so fortunate to have a growing group of wonderful people
helping me, each one of them meaning more to me then they can ever imagine.
I wish I could start listing them all but then this would sound like an
award show! They all know who they are and they each play an important part
in my life. I just hope they know how much I appreciate their efforts,
their positive vibes, and their prayers. I know when this journey is over,
my relationships with them will be the most special trip of all. Thanks you
guys, each and every one - you are truly awesome.!"
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 30, 2001, each person know
by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors and
officers of the Company as a group. Except as noted, each person has sole
voting and investment power with respect to the shares shown.
Name of Percentage
Beneficial Owner Shares Owned of Class
- --------------------------------- ------------ ------------
5% Owners
Twelve Mile Bayou, LLC. 2,000,000 18.58%
Little Fork & Trees, LLC. 1,000,000 9.29%
GAF Enterprise, Inc. 1,000,000 9.29%
Gordon LeBlanc, Jr. 1,494,161 13.88%
Nelson Larkin 1,070,985 9.95%
Gardner Cole 1,020,985 9.49%
Bald Eagle Management, Ltd. 667,883 6.21%
Kenneth Epstein 667,000 6.20%
----------
Total 5% Owners 8,921,014 82.90%
Directors
Gordon LeBlanc, Jr. 1,494,161 13.88%
Nelson Larkin 1,070,985 9.95%
James Pugh 50,000 0.46%
Garth Jax 308,485 2.87%
-------
Total Directors 2,923,631 27.17%
Total Officers & Directors as
a group 3,944,616 36.65%
Total Outside Shareholders as
a group 6,816,884 63.35%
---------
Grand Total Outstanding10,761,500
In accordance with the Agreements of Mergers approved by the Board of
Directors and ratified by the shareholders warrant packages have been issued
to the shareholders of Cayenne Records, Inc., Sunbird Records, Inc., Butter
Dream Music Incorporated and Red Truck Productions Incorporated. The Agreement
of Merger required Boeing Run, Inc. now Cayenne Entertainment, Inc. to issue
one share of common stock with one warrant for every two shares of stock in
each of the merging companies. Therefore, the following schedule reflects the
additional shares of stock that may be purchased by the existing shareholders
based upon the mergers of the above named companies.
Common Stock Warrants to Principal Shareholders
Beneficial Warrant Expiration Exercise
Owner Date Date Warrants Price
- ---------- ------- ---------- -------- --------
Five (5%) Percent Owners
Gordon LeBlanc, Jr. 03-31-01 03-31-04 1,000,000 $0.01
Nelson Larkin 03-31-01 03-31-04 1,000,000 $0.01
Gardner Cole 03-31-01 03-31-04 1,000,000 $0.01
Twelve Mile Bayou, LLC 03-31-01 03-31-04 2,000,000 $0.01
Little Fork & Trees, LLC 03-31-01 03-31-04 1,000,000 $0.01
GAF Enterprises, Inc. 03-31-01 03-31-04 1,000,000 $0.01
Bald Eagle Management, Ltd.03-31-01 03-31-04 500,000 $0.01
Kenneth Epstein 03-31-01 03-31-04 667,000 $0.01
--------
Total Five (5%) Percent Owners 8,167,000
Outside Shareholders 1,164,500 $0.01
---------
Total Outstanding Warrants 9,331,500
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Directors and Executive Officers
NAME AGE POSITION
-------- ---- ---------------------------------
Gordon LeBlanc, Jr. 49 CEO & Chairman of the Board
James B. Pugh 45 Chief Financial Officer, Director
Nelson Larkin 57 President of Sunbird Records, Director
Garth Jax 37 Vice President of Public Relations,
Director
Gardner Cole 38 President of Cayenne Records
Elroy Kahanek 59 Vice President of Artist Development
Gordon LeBlanc, Jr., CEO/Co-Founder & Chairman of the Board, has extensive
entrepreneur experience with startup companies. Mr. LeBlanc over the last
twenty five (25) years has worked in the Oil & Gas industry while personally
funding other startup companies. He was the Co-Founder and current executive
committee member of Every Kid Counts, a 501-C3 children's charity based in
Scottsdale, Arizona.
James B. Pugh, CFO of Cayenne Entertainment, Inc, has extensive experience
with startups from conceptual design to full market development. Most recently
Mr. Pugh completed a startup of KIMG Management Group, Inc. (OIC:BB "KIMG") as
President & CEO. KIMG Management Group, Inc. is an operating company formed to
develop, implement, market and distribute financial, insurance and business
products and services to consumers through alternative delivery channels of
distribution. The distribution function was supported by sophisticated
technologies that married the Internet communication with human interaction at
trusted delivery points. Using the Internet and Intranet for interactive
communication and avoiding heavy-commission traditional structures. KIMG
enabled its Independent Community Bank Partners to offer consumers lower costs
and better, more personal service. Prior to this assignment Mr. Pugh had been
a consultant to industry for over a decade as President of Byron James
International, an Arizona based accounting and consulting firm. Most
recently, he was responsible for management of a manufacturer of high tech LAN
electronic equipment from start-up to $40 million in 40 months; this
assignment included implementing operations and engineering plans, selection
and installation of IT systems with EDI links to suppliers and establishment
of all international branch offices and foreign sales corporations. In
addition, Mr. Pugh has been a Faculty Member of the University of Phoenix in
Masters Degree Program, from which he received his MBA degree.
Nelson Larkin, President of Sunbird Records and Director, has over twenty
years of experience as a songwriter and producer of country music. Mr. Larkin
was the first producer in any field of music to earn four number one singles
off the same album, Earl Thomas Conley's "Don't Make It Easy For Me." This
continued with seventeen consecutive number one singles with Mr. Conley. As a
producer for Billy Joe Royal, Mr. Larkin had commercial success with a number
of recorded songs including "Burned Like A Rocket", I'll Pin A Note On Your
Pillow", Out Of Sight and On My Mind", "I Miss You Already", Love Has No
Right" and "Till I Can't Take It Anymore." Mr. Larkin is also credited with
signing John Michael Montgomery, Tracey Lawrence and Neal McCoy for Atlantic
Records. Mr. Larkin has recently produced for artists including Earl Thomas
Conley, Billy Joe Royal, Johnny Rodriguez, Toby Keith, Baker/Hughes and Steve
Maynard. On Toby Keith's Greatest Hits Volume One, Mr. Larkin co-produced on
nine of the fourteen recordings including "Should've Been A Cowboy", "Little
Less Talk And A Lot More Action", "Who's That Man" and "Wish I Didn't Know
Now."
Garth Jax, Vice President of Public Relations of Cayenne Entertainment, Inc.
and Director, currently is a principle owner of Sunrise Bank located in
Scottsdale, Arizona where he held the position of Vice President - Business
Development Officer through the Banks startup period. Prior to becoming part
of the Sunrise Bank startup, Mr. Jax had completed a eleven (11) year
successful career in professional football beginning with the Dallas Cowboys
and ending with the Arizona Cardinals in 1997. Upon completing his playing
career, Mr. Jax joined the Administrative Staff of the Arizona Cardinals
serving as their NFL Program Director/Community Outreach Coordinator for three
(3) years. In early 2000 he left the Cardinals organization to help start the
Sunrise Bank. After the Bank had successfully completed its startup, Mr. Jax
went back to his first love of football where he is currently a staff member
of the Valley Lutheran High School serving as Head Football Coach and Director
of Fundraising.
Gardner Cole, President of Cayenne Records, has worked professionally in the
music industry for the past twenty years as a songwriter/producer and is
credited with over thirty million album sales worldwide. During this period,
Mr. Cole has worked with a variety of artists including Madonna ("Open Your
Heart"), Jody Watley ("Everything" and "Most Of All"), Amy Grant ("Heart of
Motion" CD and "Lead Me On" CD) Tina Turner ("Days Of Thunder" CD), 3T
("Brotherhood" CD), Michael McDonald ("Tear It Up") and Tom Jones ("Something
4 Your Head"). Mr. Cole is also credited with songs in the films "French
Kiss", "Grand Canyon", "Coming To America", "Days of Thunder", "Arthur 2",
"Dying Young", "Bennie & Joon", "The Last Dragon" and "The Fugitive."
Elroy Kahanek, Vice President of Artist Development of Cayenne Entertainment,
Inc., has worked for over thirty years in artist promotions for such
businesses as Atlantic Records, Bang 2 Records, Jeremiah Records and RCA.
During this extended career, Mr. Kahanek has promoted such artists as Barbara
Mandrell, Steve Wariner, Jerry Reed, Ronnie Milsap, Alabama, Sylvia, Billy Joe
Royal, Robin Lee, Tracy Lawrence, John Michael Montgomery, Neal McCoy and
Confederate Railroad. Mr. Kahanek was instrumental in RCA's unprecedented
record achievement of twenty one (21) #1 records in a twelve month time
period. As an accomplished song writer, Mr. Kahanek wrote a #1 songs titled
"Trying to Beat The Morning Home" recorded by T.G. Sheppard and two big hit
songs titled "Your Playing Hard To Forget" recorded by Eddy Raven and
"Somebody Paint's The Wall" recorded by Tracy Lawrence.
Board of Advisors and Consultants
James A. Messicci, Advisor to Board of Directors, currently is President & CEO
of the largest printing company in Northern Arizona and has over thirty yeas
of experience in the printing, publications and promotion business. Mr.
Messicci has for the past 13 years operated his own successful printing
business in Sparks, Nevada, San Francisco, California and most recently in
Prescott, Arizona. His successful business career started with the 3M Company
where he led the North American sales and marketing team. Mr. Messicci
supports the Board of Directors and management in business operations.
Gordon Dudley, Advisor to Board of Directors, currently is a Partner in the
law firm of Sherwood, Klein, Dudley & Abram.
Doug Dunipace, Lead corporate counsel, currently is a Partner in the law firm
of Jennings, Strouss & Salmon located at Two North Central Avenue, Phoenix,
Arizona.
ITEM 6. EXECUTIVE COMPENSATION
Employment Agreement with Gordon LeBlanc, Jr.
The Company has entered into an Employment Agreement with Gordon
LeBlanc, Jr. as its Chief Executive Officer. The initial term of the Agreement
is two (2) years, subject to termination for cause. Pursuant to such
Employment Agreement, Mr. LeBlanc is entitled to an annual salary equal to
$120,000 which shall be reviewed on an annual basis by the Board of Directors.
In addition, Mr. LeBlanc is eligible to participate in the Company's Executive
Incentive Compensation Plan which shall be formulated by the Board of
Directors. Furthermore, Mr. LeBlanc transfers and assigns all of his right,
title and interest in any of the Company's intellectual property and agrees
that any replacement or new intellectual property developed during the period
of Mr. LeBlanc's employment.
Employment Agreement with James Pugh
The Company has entered into an Employment Agreement with James Pugh as
its Chief Financial Officer. The initial term of the Agreement is two (2)
years, subject to termination for cause. Pursuant to such Employment
Agreement, Mr. Pugh is entitled to an annual salary equal to $102,000 which
shall be reviewed on an annual basis by the Board of Directors. In addition,
Mr. Pugh is eligible to participate in the Company's Executive Incentive
Compensation Plan which shall be formulated by the Board of Directors.
Employment Agreement with Nelson Larkin
The Company has entered into an Employment Agreement with Nelson Larkin
as President of Sunbird Records. The initial term of the Agreement is two (2)
years, subject to termination for cause. Pursuant to such Employment
Agreement, Mr. Larkin is entitled to an annual salary equal to 1) $96,000
which shall be reviewed on an annual basis by the Board of Directors and 2) a
two (2%) percent of all record sales on those songs that they produce for the
artists. In addition, Mr. Larkin is eligible to participate in the Company's
Executive Incentive Compensation Plan which shall be formulated by the Board
of Directors. Furthermore, Mr. Larkin transfers and assigns all of his right,
title and interest in any of the Company's intellectual property and agrees
that any replacement or new intellectual property developed during the period
of Mr. Larkin's employment .
Employment Agreement with Garth Jax
The Company has entered into an Employment Agreement with Garth Jax as
its Vice President of Public Relations. The initial term of the Agreement is
two (2) years, subject to termination for cause. Pursuant to such Employment
Agreement, Mr. Jax is entitled to an annual salary equal to $75,000 which
shall be reviewed on an annual basis by the Board of Directors. In addition,
Mr. Jax is eligible to participate in the Company's Executive Incentive
Compensation Plan which shall be formulated by the Board of Directors.
Employment Agreement with Gardner Cole
The Company has entered into an Employment Agreement with Gardner Cole
as its President of Cayenne Records. The initial term of the Agreement is two
(2) years, subject to termination for cause. Pursuant to such Employment
Agreement, Mr. Cole is entitled to an annual salary equal to 1) $96,000 which
shall be reviewed on an annual basis by the Board of Directors and 2). a two
(2%) percent of all record sales on those songs that they produce for the
artists. In addition, Mr. Cole is eligible to participate in the Company's
Executive Incentive Compensation Plan which shall be formulated by the Board
of Directors. Furthermore, Mr. Cole transfers and assigns all of his right,
title and interest in any of the Company's intellectual property and agrees
that any replacement or new intellectual property developed during the period
of Mr. Cole's employment .
Employment Agreement with Elroy Kahanek
The Company has entered into an Employment Agreement with Elroy Kahanek
as its Vice President of Artist Development. The initial term of the Agreement
is two (2) years, subject to termination for cause. Pursuant to such
Employment Agreement, Mr. Kahanek is entitled to an annual salary equal to
$75,000 which shall be reviewed on an annual basis by the Board of Directors.
In addition, Mr. Kahanek is eligible to participate in the Company's Executive
Incentive Compensation Plan which shall be formulated by the Board of
Directors
The Board of Directors approved a stock incentive plan for directors,
officers, key employees and consultants. At the Board of Directors meeting
held on March 31, 2001, the Board approved the issuance of stock options to
its board members. The following reflects the outstanding option grants as of
the date of this filing.
Name of Beneficial Owner Grant Date Expiration Date Options Exercise Price
- ------------------------ ---------- --------------- ------- --------------
Gordon LeBlanc, Jr. 04-01-01 04-01-05 100,000 $0.10
Nelson Larkin 04-01-01 04-01-05 100,000 $0.10
James Pugh 04-01-01 04-01-05 100,000 $0.10
Garth Jax 04-01-01 04-01-05 100,000 $0.10
ITEM 7. DESCRIPTION OF SECURITIES
The Board of Directors approved and the shareholders ratified a change
in the Articles of Incorporation to increase the authorized shares of common
stock from 20,000,000 to 50,000,000. The Company has filed the amendment with
the Colorado Secretary of State. At the same Board of Directors meeting held
on March 31, 2001, it was approved to file a registration statement with the
Securities and Exchange Commission to register up to 10,000,000 shares of
stock for additional free trading shares.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Cayenne Entertainment, Inc.
Dated: May 7, 2001 By: /s/ Gordon LeBlanc, Jr.
Gordon LeBlanc, Jr., President & CEO
EXHIBIT INDEX
Number Exhibit Description
1 Stock Purchase Agreement dated March 28, 2001
2 Agreement of Merger Cayenne Entertainment, Inc. into Boeing Run, Inc.
3 Articles of Merger Cayenne Entertainment, Inc. into Boeing Run, Inc.
4 Agreement of Merger Cayenne Records, Inc. into Cayenne Entertainment, Inc.
5 Articles of Merger Cayenne Records, Inc. into Cayenne Entertainment, Inc.
6 Agreement of Merger Sunbird Records, Inc. into Cayenne Entertainment, Inc.
7 Articles of Merger Sunbird Records, Inc. into Cayenne Entertainment, Inc.
8 Agreement of Merger Butter Dream Music Incorporated into Cayenne
Entertainment, Inc.
9 Articles of Merger Butter Dream Music Incorporated into Cayenne
Entertainment, Inc.
10 Agreement of Merger Red Truck Production Incorporated into Cayenne
Entertainment, Inc.
11 Articles of Merger Red Truck Production Incorporated into Cayenne
Entertainment, Inc.
12 Cayenne Entertainment, Inc. Warrant Package for merged companies.
13 Cayenne Entertainment, Inc. Stock Option Plan.
14 Amendment to Articles of Incorporation as Filed with the Colorado
Secretary of State.