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) September 10, 2002
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Bongiovi Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-23365 33-0840184
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(Commission File Number) (IRS Employer Identification No.)
649 SW Whitmore Drive, Port Saint Lucie, Florida 34984
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (772) 879-0578
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Interruption Television, Inc. 610 Newport Center Drive, Suite 830,
Newport Beach, CA 92660
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(Former name and former address)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As of September 10, 2002, Interruption Television, Inc., a Nevada
corporation (the "Registrant") consummated a transaction, whereby the Registrant
acquired all of the issued and outstanding shares of Bongiovi Entertainment,
Inc., a Florida corporation ("Bongiovi") in exchange for the issuance by the
Registrant of a total of 16,000,000 newly issued restricted shares of common
voting stock of the to Bongiovi shareholders pursuant to the Agreement and Plan
of Reorganization, as amended (the "Agreement"), dated as of September 10, 2002,
by and between the Registrant and Bongiovi (the "Closing"). Immediately prior to
the share exchange, there were approximately 4,000,000 shares of the
Registrant's common stock issued and outstanding. As a result of the
acquisition, there were approximately 20,000,000 shares of common stock issued
and outstanding.
Bongiovi is an entertainment content provider and independent
record label, whose market is the global entertainment/music consumer. Bongiovi
has put together a management team consisting of several well-known music and
recording industry professionals, including: Anthony Bongiovi, Anthony Ferguson
and Don Dempsey. The Registrant's new corporate offices are located at 649 South
West Whitmore Drive, Port St. Lucie, Florida 34984.
Upon the Closing, the present officers and directors of the
Registrant resigned their respective positions, and were replaced with the
designees of Bongiovi. The new officers and directors of the Registrant are:
NAME OFFICE
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Ronald E. Simmons Chairmand and Chief Executive
Officer
Anthony C. Bongiovi, Jr. President
Joseph G. Butera, Jr. Vice President, Treasurer and
Assistant Secretary
Anthony Ferguson Vice President
Louis Stinson Secretary
The name of each person known to the Registrant to own more than
5% of the securities of the Registrant, persons issued shares pursuant to the
Agreement, the current directors and executive officers of the Registrant and
the percentage of the total issued and outstanding Common Stock (the only voting
securities) of the Registrant owned by such persons as of the Closing date, is
as follows:
AMOUNT OF
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS (1)
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Anthony C. Bongiovi, Jr. 3,984,558 19.92%
Ronald E. Simmons 3,984,558 19.92%
Anthony Ferguson 3,984,558 19.92%
Joseph G. Butera, Jr. 3,984,558 19.92%
All Directors and Officers
as a Group (4 persons) 15,938,232 79.69%
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As used in this table, "beneficial ownership"is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
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(1) c/o Bongiovi Entertainment, Inc., 649 SW Whitmore Drive, Port Saint
Lucie, Florida 34984
As of September 16, 2002, there were approximately 177 shareholders
of record.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS.
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(a) The required financial statements information is unavailable
as of the date hereof and will be filed by the Registrant pursuant to the
requirements of the Securities Exchange Act and the rules and regulations
promulgated thereunder within 75 days of the date of the event reported herein.
(b) The required pro-forma financial statements information is set
forth herein.
(c) Exhibits
2. Agreement and Plan of Reorganization
2.1. Agreement and Plan of Reorganization
dated as of September 10, 2002, between
the Registrant and Bongiovi
Entertainment, Inc.
ITEM 7. PRO FORMA FINANCIAL INFORMATION
The selected pro forma data presented below of the Registrant was derived from
historical and pro forma financial statements. Both the Registrant and Bongiovi
Entertainment, Inc. use the U.S generally accepted accounting principles to
prepare its financial statements. It should be noted that fiscal period ending
June 30, 2002 of the registrant is different from that of Bongiovi
Entertainment, Inc. In order to make the pro forma data presentation more
meaningful, Bongiovi Entertainment, Inc.'s financial statements have been
adjusted to conform with the June 30, 2002 fiscal period.
The unaudited pro forma financial information presented below were prepared by
combining the historical results of the Registrant and Bongiovi Entertainment,
Inc. using the purchase method of accounting for business combinations. The pro
forma financial information is presented to provide a representation of how the
historical financial statements would have appeared had the reorganization
occurred at the time of such financial statements. Those companies may have
performed differently if their operations had been combined. You should not rely
on the unaudited pro forma information as being indicative of the historical
results that the Registrant would have had or the future results that Registrant
will experience after the Reorganization.
HISTORICAL PRO FORMA
DATA DATA
JUNE 30, 2002 JUNE 30, 2002
STATEMENT OF OPERATIONS DATA
INCOME $ 0 $ 0
OPERATING PROFIT (LOSS) ($ 15,463) ($ 68,291)
NET INCOME (LOSS) ($ 15,463) ($ 68,291)
GAIN (LOSS) PER SHARE ($ 0.004) ($ 0.003)
WEIGHTED SHARES OUTSTANDING 4,000,000 20,000,000
BALANCE SHEET DATA
CASH & CASH EQUIVALENTS $ 0 $ 7,055
OTHER CURRENT ASSETS $ 0 $ 259,331
TOTAL ASSETS $ 0 $ 266,386
CURRENT LIABILITIES $ 618,157 $ 956,430
LONG-TERM LIABILITIES $ 0 $ 0
STOCKHOLDERS EQUITY (DEFICIT) ($ 618,157) ($ 690,044)
TOTAL LIABILITIES & EQUITY $ 0 $ 266,386
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: September 23, 2002 BONGIOVI ENTERTAINMENT, INC.
By: /s/ Ronald Simmons
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Ronald Simmons
Chairman and Chief Executive Officer
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