UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report filed under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended March 31, 2004.
or
[ ] Transitional report filed under Section 13 or 15 (d) of the
Exchange Act.
Commission File No. 0-23365
BONGIOVI ENTERTAINMENT, INC.
--------------------------
(Name of Small Business Issuer in its Charter)
Nevada 33-0840184
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State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization
649 SW Whitmore Drive, Port Saint Lucie, Florida 34984
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(Address of principal executive office)
Issuer's telephone number:(772) 879-0578
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Check whether the issuer: (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) been
subject to such filing requirements for the past ninety (90) days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of March 31, 2003, there were
20,200,000 shares of Common Stock, par value $.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
Page
----
Item 1. FINANCIAL STATEMENTS
a. Balance Sheet 3
b. Statements of Operations 4
c. Statements of Cash Flows 5
d. Notes to Financial Statements 6-7
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 8-9
Item 3. CONTROLS AND PROCEDURES 9
PART II OTHER INFORMATION 10
Item 1. LEGAL PROCEEDINGS
Item 2. CHANGES IN SECURITIES
Item 3. DEFAULTS ON SENIOR SECURITIES
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON 8-K
SIGNATURE PAGE 11
CERTIFICATION 12
2
BONGIOVI ENTERTAINMENT, INC.
(FORMERLY INTERRUPTION TELEVISION, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 292
------------
OTHER ASSETS
Advance royalties 337,666
------------
$ 337,958
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Due to shareholders $ 464,556
Convertible debentures 144,500
Loans payable 145,000
Note payable 600,000
Accrued expenses 952,789
Accounts payable 127,742
------------
Total current liabilities 2,434,587
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STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares
authorized, none issued and outstanding --
Common stock, $.001 par value, 100,000,000
shares authorized, 20,200,000 shares
issued and outstanding 20,200
Additional paid in capital 737,874
(Deficit) accumulated during the development stage (2,854,703)
------------
(2,096,629)
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$ 337,958
============
See the accompanying notes to the consolidated financial statements.
BONGIOVI ENTERTAINMENT, INC.
(FORMERLY INTERRUPTION TELEVISION, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003, AND
THE PERIOD FROM INCEPTION (May 8, 2000) TO MARCH 31, 2004
(UNAUDITED)
Inception to
March 31,
2004 2003 2004
------------- ------------- -------------
(Restated)
REVENUE
Net sales $ -- $ -- $ 20,612
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OPERATING COSTS AND EXPENSES
General and administrative 86,298 88,713 1,888,214
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OTHER EXPENSES
Interest expense 159,577 185,080 987,101
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NET (LOSS) $ (245,875) $ (273,793) $ (2,854,703)
============= ============= =============
PER SHARE INFORMATION (basic and fully diluted)
Weighted average common shares outstanding 20,200,000 20,131,111 16,512,821
============= ============= =============
(Loss) per share $ (0.01) $ (0.01) $ (0.17)
============= ============= =============
See the accompanying notes to the consolidated financial statements.
BONGIOVI ENTERTAINMENT, INC.
(FORMERLY INTERRUPTION TELEVISION, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003, AND
THE PERIOD FROM INCEPTION (May 8, 2000) TO MARCH 31, 2004
(UNAUDITED)
Inception to
March 31,
2004 2003 2004
---------- ---------- ----------
(Restated)
Cash flow from operating activities:
Net cash (used in) operating activities $ (4,104) $ (19,147) $(297,643)
---------- ---------- ----------
Cash flows from investing activities:
Net cash provided by investing activities -- -- --
---------- ---------- ----------
Cash flows from financing activities:
Net cash provided by financing activities 4,224 20,000 297,935
---------- ---------- ----------
Increase (decrease) in cash 120 853 292
Cash - beginning of period 172 -- --
---------- ---------- ----------
Cash - end of period $ 292 $ 853 $ 292
========== ========== ==========
See the accompanying notes to the consolidated financial statements.
Bongiovi Entertainment, Inc.
(Formerly Interruption Television, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2004
(Unaudited)
(1) Basis Of Presentation
The accompanying unaudited consolidated 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, 2003 and for each of the two years then ended and from
inception to December 31, 2003, included in the filing on Form 10-KSB.
(2) 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.
(3) Notes Payable
Due to Shareholders
Through March 31, 2004 certain affiliates of the Company advanced the Company an
aggregate of $464,556 these advances bear interest at 6% per annum and are due
on demand.
Other
In conjunction with the recapitalization of the Company in September 2002 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 and
penalties 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 was due on April 30, 2003. The
holder was 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 and as of the
date of this filing the note is in default. Through March 31, 2004 the Company
accrued a total of $930,696 in interest and penalties related to this note.
(4) Convertible Debentures and Loans Payable
Through June 2003 the Company borrowed an aggregate of $147,000 pursuant to the
issuance of convertible debentures. The debentures bear interest at a rate of 8%
per annum and are due one year from the date of issuance. During 2003 the
Company repaid a convertible debenture with a face amount of $2,500 along with
accrued interest aggregating $345. The balance of the debentures are in default.
The debentures are convertible into an aggregate of 34,800 shares of the
Company's common stock at the option of the holder.
(5) Stockholders' (Deficit)
During the period ended March 31, 2004 and from inception officers of the
Company contributed an aggregate of $50,000 and $750,000 in unpaid salaries to
the capital of the Company.
During the year ended December 31, 2003 the Company issued 200,000 shares of
common stock to an escrow agent for sale to third parties. As of March 31, 2004,
the shares had not been sold and the Company is in the process of canceling the
shares.
(6) 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 March 31, 2004 and from inception, the Company
incurred net losses of $245,875 and $2,874,703 and has working capital and
stockholder deficits of $2,434,295 and $2,096,629 at March 31, 2004.
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.
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.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Plan of Operation of this Quarterly Report on Form
10-QSB include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 as amended (the "Securities Act") and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB for a description of certain of the known risks and uncertainties of
the Company.)
Overview of the Company's Business
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Bongiovi Entertainment, Inc. ("the Company") is a Nevada corporation.
The Company's previous name was "Interruption Television, Inc." The Company
changed its name in September, 2002 in connection with the share exchange
transaction described below.
As of September 10, 2002, the Company consummated a transaction,
whereby the Company acquired all of the issued and outstanding shares of
Bongiovi Entertainment, Inc., a Florida corporation ("Bongiovi") in exchange for
the issuance by the Company of a total of 16,000,000 newly issued restricted
shares of common voting stock 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 Company and Bongiovi. Immediately prior to the
share exchange, there were 4,000,000 shares of the Company's common stock issued
and outstanding. The Company effected a 1-for-11.5 reverse stock split of its
common stock as of September 3, 2002. As a result of the acquisition, there were
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 Company has established relationships with multiple service
providers for the purposes of record/CD pressing, product promotion and product
distribution to retail.
Our new corporate offices are located at 649 South West Whitmore Drive,
Port St. Lucie, Florida 34984. Our telephone number is (772) 879-0578.
8
Plan of Operations
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Our net loss for the three months period ending March 31, 2004 was
$(245,875) (unaudited)compared to our net loss for the three months period
ending March 31, 2003 which was $(273,793).
Our general and administrative expenses from inception until March 31,
2004 were $1,888,214. Our general and administrative expenses for the
three months ended March 31, 2004 were $86,298 . Our general
and administrative expenses for the three months ended March 31, 2004 were
$88,713 , which primarily include contributed officer salaries and
legal and accounting fees.
Currently there are no signed contracts that will produce revenue and
there can be no assurances that management will be successful in negotiating
such contracts.
Since inception, the Company has been in development mode of musical
content.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer evaluated the
Company's disclosure controls and procedures as of March 31, 2004.
Based upon this evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that material
information required to be disclosed is included in the reports that it files
with the Securities and Exchange Commission. There were no significant changes
in the Company's internal controls or, to the knowledge of the management of the
Company, in other factors that could significantly affect these controls
subsequent to the evaluation date.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
NONE
ITEM 2 - CHANGES IN SECURITIES
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
NONE
ITEM 5 - OTHER INFORMATION
NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
No reports on Form 8-K were filed during the quarter ended March 31, 2004.
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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.
BONGIOVI ENTERTAINMENT, INC.
By: /s/ Ronald E. Simmons
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Ronald E. Simmons, Chief Executive Officer
By: /s/ Joe Butera
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Joe Butera, Chief Financial Officer
Dated: May 17, 2004
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