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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-2
AMENDMENT TO CURRENT REPORT ON FORM 8-K FOR REPORT DATED SEPTEMBER 10, 2002
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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 334984
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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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The Registrant has previously filed its Current Report on Form 8-K/A
with certain financial information required by Item 7 of such Form 8-K. The
Registrant hereby amends the Current Report on Form 8-K/A to file such amended
financial information for the nine months period ended September 30, 2002 .
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)
Consolidated Balance Sheet as of September 30, 2002 (unaudited
and restated).
Consolidated Statements of Operations for the nine months
ended September 30, 2002 (unaudited and restated).
Consolidated Statement of Shareholders' Equity for the nine
months ended September 30, 2002 (unaudited and restated).
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2002 (unaudited and restated).
Notes to Consolidated Financial Statements.
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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: May 14, 2003 BONGIOVI ENTERTAINMENT, INC.
By: /s/ Robert E. Simmons
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Robert E. Simmons
Chief Executive Officer and President
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BONGIOVI ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2002
(RESTATED)
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 7,098
Receivable from officer 22,500
Advance royalties 276,883
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Total current assets $ 306,481
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Due to shareholders $ 266,825
Convertible debentures 127,000
Loans payable 50,000
Note payable 600,000
Accrued expenses - shareholders 11,392
Accounts payable and accrued expenses 54,207
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Total current liabilities 1,109,424
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STOCKHOLDERS' (DEFICIT)
Preferred stock, no par value, 1,000,000 shares
authorized --
Common stock, $.001 par value, non-voting
8,000,000 shares authorized --
Common stock, $.001 par value, voting
8,000,000 shares authorized,
8,000,000 shares issued and outstanding 8,000
Additional paid in capital 450,000
(Deficit) accumulated during the development stage (1,260,943)
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(802,943)
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$ 306,481
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See the accompanying notes to the financial statements.
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BONGIOVI ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001, AND
THE PERIOD FROM INCEPTION (MAY 8, 2000) TO SEPTEMBER 30, 2002
(UNAUDITED)
Inception to
September 30,
2002 2001 2002
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(Restated) (Restated)
REVENUE
Net sales $ -- $ -- $ --
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OPERATING COSTS AND EXPENSES
General and administrative 891,471 174,608 1,243,767
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OTHER EXPENSES:
Interest expense 11,565 3,200 17,176
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NET (LOSS) $ (903,036) $ (177,808) $ (1,260,943)
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PER SHARE INFORMATION (basic and fully diluted)
Weighted average common shares outstanding 8,000,000 8,000,000 8,000,000
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(Loss) per share $ (0.11) $ (0.02) $ (0.16)
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See the accompanying notes to the financial statements.
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BONGIOVI ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001, AND
THE PERIOD FROM INCEPTION (May 8, 2000) TO SEPTEMBER 30, 2002
(UNAUDITED)
Inception to
September 30,
2002 2001 2002
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(Restated) (Restated)
Cash flow from operating activities:
Net cash (used in) operating activities $(185,847) $(100,023) $(217,704)
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Cash flows from investing activities:
Net cash provided by investing activities -- -- --
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Cash flows from financing activities:
Net cash provided by financing activities 192,802 105,200 224,802
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Increase in cash 6,955 5,177 7,098
Cash - beginning of period 143 -- --
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Cash - end of period $ 7,098 $ 5,177 $ 7,098
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See the accompanying notes to the financial statements.
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Bongiovi Entertainment, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2002
(Unaudited)
(1) Basis Of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information refer to the financial statements of Bongiovi Entertainment, Inc. as
of December 31, 2001.
(2) Acquisitions
During September 2002 Interruption Television, Inc. (ITV) issued 16,000,000
shares of its common stock to the shareholders of the Bongiovi Entertainment,
Inc. (Bongiovi) in exchange for all of the issued and outstanding common shares
of Bongiovi pursuant to an Agreement and Plan of Reorganization. In addition,
ITV issued 73,411 shares of common stock for services related to the
reorganization. Concurrent with the exchange of shares, ITV changed its name to
Bongiovi Entertainment, Inc.
This acquisition of Bongiovi, the accounting acquirer, by ITV a non-operating
entity, is considered in substance a capital transaction by the issuance of
3,926,589 shares of common stock by Bongiovi for all of the issued and
outstanding common shares of ITV, and will be accounted for as a reverse
acquisition, and no goodwill or other intangible assets will be recorded. On
this basis, the historical financial statements as of and prior to the
acquisition date will represent the operations of Bongiovi.
(3) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered, as their effect would be anti dilutive.
(4) Related Parties
Through September 2002 shareholders of the Company advanced the Company an
aggregate of $266,825. These advances bear interest at 6% per annum and are due
on demand.
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(5) Notes Payable
During August and September 2002 the Company borrowed $50,000 pursuant to demand
notes with interest at 8% per annum.
In conjunction with the recapitalization of the Company in September 2002 (see
Note 2) the Company incurred debt for services provided pursuant to a promissory
note in the amount of $600,000 with interest at 8% per annum exclusive of
interest charged for late payments. The note is payable in monthly installments
commencing on November 10, 2002. Each payment shall be the greater of $100,000
or 20% of the net equity proceeds received by the Company in the period since
the last payment date. The balance of the note is due on April 30, 2003. The
holder is entitled to convert any unpaid principal at April 30, 2003 into common
shares of the Company at a conversion price equal to 70% of the average closing
bid price of the Company's common stock for the 10 lowest of the 30 days
preceding the conversion date. To date no payments have been made.
(6) Convertible Debentures
Through September 2002 the Company borrowed an aggregate of $127,000 pursuant to
the issuance of convertible debentures. The debentures bear interest at a rate
of 8% per annum and are due 1 year from the date of issuance. An aggregate of
$32,000 of the debentures are in default and are convertible into 12,800 shares
of the Company's common stock at the option of the holder and an aggregate of
$95,000 of the debentures are due between April 2003 and August 2003 and are
convertible into 19,000 shares of the Company's common stock at the option of
the holder.
(7) Stockholders' (Deficit)
During the period ended September 30, 2002 and from inception to September 30,
2002 officers of the Company contributed an aggregate of $150,000 and $450,000
in unpaid salaries to the capital of the Company.
(8) Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the period ended September 30, 2002 and from inception, the Company
incurred net losses of $903,036 and $1,260,943 and has working capital and
stockholder deficits of $802,943 at September 30, 2002.
The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.
The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.
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The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
(9) Correction of An Error
During April 2003 the Company determined that a certain note in the amount of
$600,000 had not been recorded on its books (see Note 5).
The accompanying financial statements have been restated to reflect the above
correction. The adjustment increased the net loss for the nine months ended
September 30, 2002 as previously reported from $(303,036) to $(903,036) or
$(.08) per share.
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