UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
MAGIC LANTERN GROUP, INC.
(Exact name of the registrant as specified in its charter)
Nevada 88-0343834
(State of Organization) (I.R.S. Employer
Identification No.)
2278 Heflin Ave, Las Vegas, NV 89119
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (702) 798-
4764
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
ITEM 1. BUSINESS
(a) General Development of Business
Magic Lantern Group, Inc., (the "Company") was organized as
a Nevada corporation on August 22, 1995, for the purpose of
providing consultants and managers to the Restaurant, Bar,
Nightclub, and Gaming Industries in Southern Nevada. The Company
is in the process of recruiting top managers from these
industries to apply their expertise in opening new restaurants,
bars, taverns, nightclubs, and small casinos for individuals and
corporations who are new to the area and are seeking to expand
into Clark County. Additionally, the Company contacts properties
that are experiencing operating difficulties and looking for a
solution to improve their performance. No assurances can be given
that the Company's goals will be achieved.
The Company's offices are located at 2278 Heflin Ave., Las
Vegas, NV 89119.
(b) Narrative Description of Business
The Company is a start-up management and consulting business
which caters to Restaurant, Bar/Tavern, Nightclub, and Casino
businesses, all of which are abundant in Nevada on a twenty-four
hour basis. The Company is engaged primarily in assisting
struggling properties by entering into a management contract to
turn that particular business around within a certain time frame,
and to increase its net revenues by a negotiable percentage. The
Company is seeking new industry-related businesses looking to
open or expand into Southern Nevada that do not have the
contacts, expertise, or management to accomplish these goals.
(c) Business Plan
The Company is working to establish a Management Company for
the purpose of providing consultants and managers to the
Restaurant, Bar, Nightclub, and Gaming Industries in Southern
Nevada. The Company is recruiting top managers from these
industries who will use their expertise in opening new
restaurants, bars, taverns, nightclubs and small casinos for
individuals and corporations. Our management team comes in from
the very beginning to help find suitable locations for the type
of patrons our client(s) seek, assisting the client in locating
the proper size and type of building, negotiating leases, filing
for business, liquor, and gaming licenses, contacting architects
and contractors, hiring key personnel, setting up accounting
procedures, contacting vendors for food, beverages and business
supplies, and handling of all the advertising and promotions
through our own in-house agency.
The Company has a small office. The current officers and
directors are overseeing the various projects the Company will
undertake. The Company will do selective mailings to companies
outside of Las Vegas who are successfully franchising their
business and may wish to expand into the Las Vegas area.
Additionally, the Company contacts the various food and beverage
suppliers who know of troubled properties whose ownership is
looking for assistance. The Company will generate revenues by
charging a one-time, up-front fee determined by the scope of the
management contract, plus a negotiable percentage of the Gross
Income of the property, including moneys from food and beverage
sales, gaming where applicable, advertising agency fees, and
merchandising. The Company needs a minimum of at least five
properties to be in a positive cash flow position.
Within six months, the Company hopes to have a minimum of
ten properties under contract for its professional management and
consulting services, and over twenty-five by the end of its
fiscal year. The ideal composition would be at least five
restaurants, ten bars/taverns, five nightclubs and five small
casinos under contract. Within twelve months, the Company hopes
to employ a minimum of twelve full time and five part time
employees, and within two years have a full time staff of twenty
plus people. After the first 36 months in business, the Company
hopes to enter join ventures with some of its clients to open new
properties in which the Company would have equal ownership of the
property. There is no assurance that the Company's business plan
and objective will be achieved.
The Company began by trying to pursue a large number of
potential projects at the same time and found itself spread too
thin to make any meaningful contacts. The Company now believes it
is better off concentrating on one larger project to use as a
"showpiece" for attracting other projects. It is believed that by
pooling the Company's current resources, the Company will be able
to attract that one showpiece client.
The Company changed its strategy for gathering clients.
Initially the company let it be known in the industries that they
were available, then waiting for inquiries from troubled
properties. The Company now believes it needs to be more
aggressive in obtaining clients. The Company had discussed the
prospects of going after a very large property, possibly an
older, closed property on the Las Vegas Strip. After some
discussion and informal talks with real estate professionals, the
Company determined the property would require a capital infusion
well in excess of the Company's fund-raising capability. Smaller
to medium sized properties are more within the Company's
abilities.
The Company is looking at properties in bankruptcy or on the
verge of bankruptcy. One property identified is a Cafe with two
locations in Las Vegas. It ended up deeply in debt, declaring
bankruptcy and finally having its doors closed by the taxing
authorities. An intermediary of the Company has had contact with
one of the debtors who feels the Cafe was a viable, but
mismanaged, enterprise. This is the type of project that the
Officers and Directors feel the Company could handle. While the
Cafe case is tied up in court, the Company is attempting to come
up with a viable funding and management plan which could be
presented to the Cafe and the court.
Recently a Las Vegas restaurant announced it was
contemplating bankruptcy. Management has begun discussing whether
the Company is interested in pursuing this restaurant. Because it
is still operating, this undertaking would be less capital
intensive. The Company has not yet decided whether to make
preliminary inquiries about this project.
The Company believes that a vast market exists in the Las
Vegas area for its services. One trend which the Company believes
will be helpful in expanding the market for its services is the
current number of cigar stores or smoking lounges. The Company
believes that the cigar hysteria has peaked and that the rash of
the new openings will result in a large number of troubled
properties. The recent enactment of a law banning smoking in bars
or taverns in California may provide for new opportunities in the
Las Vegas market. Management intends to watch closely for
opportunities this law creates during the new year.
(d) Sales And Marketing
The Company markets itself mainly by using the following
sales and marketing techniques:
* ADVERTISING IN LOCAL PUBLICATIONS
* SELECTIVE MAILINGS TO COMPANIES OUTSIDE LAS VEGAS WHO
ARE SUCCESSFUL FRANCHISORS WISHING TO EXPAND IN LAS
VEGAS
* CONTACTING VARIOUS FOOD AND BEVERAGE SUPPLIERS WHO KNOW
OF TROUBLED PROPERTIES LOOKING FOR SOLUTIONS TO IMPROVE
THEIR BUSINESSES
* PROVIDING PRESS RELEASES ABOUT THE NEW BUSINESS
ITEM 2. FINANCIAL INFORMATION
The Registrant's financial data presented below has been
derived from the Financial Statements of Magic Lantern Group,
Inc. a Nevada Corporation, including the notes thereto, appearing
as an exhibit to this statement.
MAGIC LANTERN GROUP, INC.
(a Development Stage Company)
Year Ended December 31
1997 1996 1995
Summary of Operations
Revenues $0 $0 $0
General, Selling, and Administrative $12,591 $1,718 $204
Expenses
Net Loss $12,591 $1,718 $204
Net Loss per Common Share $.1006 $.0279 $.0034
Summary Balance Sheet Data
Total Assets $13,678 $1,028 $1,296
ITEM 3. PROPERTIES
The Company presently occupies space at the home of the
President of the Corporation free of charge which is located at
2278 Heflin Ave., Las Vegas, NV 89119
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Principal Shareholders
The following table sets forth, as of the date of this
Memorandum, the outstanding shares of Common Stock of the Company
owned of record or beneficially by each person who owned of
record, or was known by the Company to own beneficially, more
than 5% of the Company's Common Stock, and the name and share
holdings of each officer and director and all officers and
directors as a group.
Title of Name and address Amount of beneficial Percent of
Class of beneficial owner Ownership class
Common Christopher Anderson 630,000 12.88%
c/o J. Panebianco
2278 Heflin Ave.
Las Vegas, NV 89119
Common Joseph Panebianco 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Sam Distefano 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
</Table
>
(b) Officers and Directors
The following table sets forth, as of the date of this
Memorandum, the outstanding shares of Common Stock of the Company
owned of record or beneficially by each Officer and Director of
the Company.
Title of Name and address Amount of beneficial Percent of
Class of beneficial owner Ownership class
Common Christopher Anderson 630,000 12.88%
c/o J. Panebianco
2278 Heflin Ave.
Las Vegas, NV 89119
Common Joseph Panebianco 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Sam Distefano 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Michael L. Eaton 120,000 2.45%
2278 Heflin Ave.
Las Vegas, NV 89119
ITEM 5. DIRECTORS AND OFFICERS
The names, addresses, ages and respective positions of the
current directors and officers of the Company are as follows:
Name Age Position
Joseph Panebianco 34 President
2278 Heflin Ave.
Las Vegas, NV 89119
Sam Distefano 67 Secretary/Treasurer
2278 Heflin Ave.
Las Vegas, NV 89119
Michael L. Eaton 60 Vice President /
2278 Heflin Ave. Director
Las Vegas, NV 89119
Joseph Panebianco
Joseph Panebianco age 34, is the President of the Company.
He will be in charge of putting together the management team,
supervision of all projects, budget preparations, accounting,
site acquisitions, setting up offices, and interfacing with all
clients using the Company's services. He is responsible for
corporate filings, forming a board of directors, writing the
policies and procedures manual, and preparing all of the
corporate reports.
Mr. Penebianco has over ten years experience in the
restaurant and bar industry, where he has worked as a waiter,
bartender, bar manager, and business manager. Currently, Mr.
Penebianco is employed by TGI Fridays, which is one of the most
successful restaurants in the United States today.
EMPLOYMENT HISTORY
Mar. 1984 to Present - TGI FRIDAYS, Las Vegas, Nevada
89119
EDUCATION
University of Nevada, Las Vegas - Las Vegas, NV
Currently pursuing a Bachelor of Science Degree in
Hotel Administration
Paul Smith's College - Saranac Lake, NY
Associate of Science degree in Hotel Management
Sam Distefano
Sam Distefano, age 67, is the Secretary/Treasurer. He will
be in charge of entertainment in all aspects of the business, to
include hiring of entertainers, disc jockeys and promotional
personnel who will work in the various properties. He will review
all talent contracts, authorize and approve entertainment
budgets, and oversee sales and catering when applicable.
Mr. Distefano has over forty years experience in the
Entertainment Industry. He was the Vice-President of
Entertainment for all Playboy Clubs in the United States, United
Kingdom, Bahamas and Japan. His most recent position was that of
Vice President of Entertainment for five years at the Riviera
Hotel and Casino.
EMPLOYMENT HISTORY
1984 to Present - RIVIERA HOTEL, Las Vegas, NV 89109
EDUCATION
University of Miami, Coral Gables, Florida
Bachelor of Business Administration, 1957
Roosevelt University, Chicago, Illinois, 1955
University of Illinois, Chicago, Illinois, 1945
Michael L. Eaton
Michael Eaton, age 60, is the Vice-President of the Company.
He will be in charge of all corporate operations and will set up
the business of the Company in the managing of the various
properties. Mr. Eaton will be responsible for supervising the day
to day operations of the business and coordinating all the
department heads, project managers, team leaders, and client
relations. He will also set the Company's protocol for data
processing, accounting and information systems.
Mr. Eaton has 35 years experience in the gaming and aviation
industries, and has served as President of a corporation,
Director of Quality Control, and manager of maintenance.
EMPLOYMENT HISTORY
1994- Columbine Ventures - President of Corporation
present
1994- Jet West Airlines - Director of Maintenance
present
1993-1994 Grand Airways - Director Quality Control
1992- 1993 Family Airlines - Las Vegas, Nevada- Director Quality
Control
1992-1992 Imperial Palace - Las Vegas, Nevada- Company Maintenance
Representative
1992-1992 Private Airline Consultant - Las Vegas, Nevada
1990-1991 AeroTest, Inc. - Mojave, California- Supervisor, Manager,
Planning/Production
1989-1990 Private Jet Expeditions - Wichita, Kansas- Chief Inspector
1987-1988 Neptune Aircraft Services - Las Vegas, Nevada- Director Of
Maintenance
1984-1987 SunWorld Airlines - Las Vegas, Nevada- Manager Of
Maintenance
1958-1983 Continental Airlines - Denver, Colorado- Supervisor, lead
mechanic
1967-1969 Colorado Aerotech - Broomfield, Colorado- Classroom and Shop
Instructor
EDUCATION
Purdue University, Lafayette, Indiana.
Associate Degree in Aviation Technology.
ITEM 6. EXECUTIVE COMPENSATION
{a} No Officer or Director is receiving any remuneration at
this time.
{b} There are no annuity, pension, or retirement benefits
proposed to be paid to officers, directors, or employees of the
corporation in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.
{c} No remuneration other than that reported in paragraph
(a) of this item is proposed to be in the future directly or
indirectly by the corporation to any officer or director under
any plan which is presently existing.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the space in the home of the President of the
Company, which is used free of charge, there are no relationships
or transactions which require disclosure.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company does not currently intend to pay cash dividends.
The Company's proposed policy is to make distributions when
appropriate. Because the Company does not intend to make cash
distributions during the first fiscal year, potential
shareholders would need to sell their shares to realize a return
on their investment. Because the Company is a start-up company,
there can be no assurances of the projected values of their
shares, nor can there be any guarantees of the Company's success.
A Distribution of revenues will be made only when, in the
judgement of the Company's Board of Directors, it is in the best
interest of the Company's stockholders to do so. The Board of
Directors will review, among other things, the investment quality
and marketability of the securities considered for distribution;
the impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other
investors, financial institutions, and the company's internal
management; tax consequences and the market effects of an initial
or broader distribution of such securities.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On October 20, 1995 the Officers and Directors purchased a
total of 60,000 shares of restricted stock for $1,500.00.
On July 3, 1996, the Officers and Directors purchased an
additional 3,000 shares of restricted stock for $1,100.
On May 9, 1997, the Company issued 100,000 shares of its
common stock for a total of $25,000, pursuant to Regulation D,
Rule 504.
On March 3, 1998, the Company's common stock was split, with
each share of common stock being exchanged for 30 shares of
common stock. As this occurred after December 31, 1997, it is not
reflected in the audited financial statements appearing as
exhibits to this statement.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The securities to be registered are one mil, $0.001, par
value common equity stock. The shares are non-assessable, without
pre-emptive rights and non-cumulative voting.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to
shareholders for errors in judgment or other acts, or omissions
not amounting to intentional misconduct, fraud or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the company if they
were not engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in
handling the Company's affairs. A shareholder may be able to
institute legal action on behalf of himself and all others
similarly situated shareholders to recover damages where the
Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and
state securities laws and regulations. Shareholders who have
suffered losses in connection with the purchase or sale of their
interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the company.
ITEM 13. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements appearing
at Item 15 of this Form 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors January 30, 1998
Magic Lantern Group, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Magic
Lantern Group, Inc., (A Development Stage Company), as of
December 31, 1997, December 31, 1996, and December 31, 1995, and
the related statements of operations, stockholders' equity and
cash flows for the three years ended December 31, 1997, December
31, 1996, and December 31, 1995. These financial statements are
the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Magic Lantern Group, Inc., (A Development Stage Company), as
of December 31, 1997, December 31, 1996, and December 31, 1995,
and the results of its operations and cash flows for the three
years ended December 31, 1997, December 31, 1996, and December
31, 1995, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has no established
source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might
result from outcome of this uncertainty.
/S/ Barry L. Friedman
Certified Public Accountant
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, December 31, December 31,
1997 1996 1995
ASSETS
CURRENT ASSETS:
Cash $13,481 $757 $951
TOTAL CURRENT ASSETS $13,481 $757 $951
OTHER ASSETS; $197 $271 $345
Organizational Costs
(Net)
TOTAL OTHER ASSETS $197 $271 $345
TOTAL ASSETS $13,678 $1,028 $1,296
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES;
Accounts Payable $591 $350 $0
TOTAL CURRENT $591 $350 $0
LIABILITIES
STOCKHOLDERS' EQUITY;
Common stock, $0.001
par value,
authorized 50,000,000
shares
issued and outstanding
December 31, 1995 - $60
60,000 shares
December 31, 1996 - $63
63,000 shares
December 31, 1997 - $163
163,000 shares
Additional paid-in $27,437 $2,537 $1,440
Capital
Deficit accumulated -14,513 -1922 -204
during development
stage
TOTAL STOCKHOLDERS' $13,087 $678 $1,296
EQUITY
TOTAL LIABILITIES AND $13,678 $1,028 $1,296
STOCKHOLDERS' EQUITY
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
Year Year Year August 23, 1995
Ended Ended Ended (inception) to
Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1997
1997 1996 1995
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
Accounting $1,150 $650 $150 $1,950
Bank Charges 36 90 29 155
Filing Fees 215 715 0 930
Legal Expense 8,326 0 0 8,326
Office Expense 0 189 0 189
Printing 290 0 0 290
Sales Commission 2,500 0 0 2,500
Amortization of 74 74 25 173
organization costs
Total Expenses $12,591 $1,718 $204 $14,513
Net Profit/Loss(-) ($12,591) ($1,718) ($204) ($14,513)
Net Profit/Loss ($0.1006) ($0.0279) ($0.0034) ($0.1608)
(-) Per weighted
Share (Note1)
Weighted average 125,192 61,484 60,000 90,271
Number of common
Shares outstanding
See accompanying notes to financial statements & audit
report
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Retained
Shares Amount paid-in Earnings Total
Capital
October 20, 1995 60,000 $60 $1,440 $1,500
Issued for cash
Net Loss, Aug. 23, -$204 -$204
1995 (inception) to
Dec. 31, 1995
Balance Dec. 31, 1995 60,000 $60 $1,440 -$204 $1,296
July 3, 1996 3,000 3 1,097 $1,100
Issued for cash
Net loss -1,718 -1,718
year ended Dec. 31,
1996
Balance, Dec. 31, 1996 63,000 $63 $2,537 -$1,922 $678
March 7, 1997 100,000 100 24,900 25,000
Issued for cash
Net loss -12,591 -12,591
year ended Dec. 31,
1997
Balance, Dec. 31, 1997 163,000 $163 $27,437 -$14,513 $13,087
See accompanying notes to financial statements & audit report.
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
August 28, 1995
Year Ended Year Ended Year Ended (inception) to
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1997
Cash Flows from Operating
Activities:
Net Loss -$12,591 -$1,718 -$204 -$14,513
Amortization +74 +74 +25 +173
Cash flows from Investing
activities
Organization Costs 0 0 -370 -370
Cash Flows from Financing
Activities:
Increase in Accounts +241 +350 0 +591
Payable
Issuance of common stock +25,000 +1,100 +1,500 +27,600
Net increase (decrease) +$12,724 -$194 $951 $13,481
in cash
Cash, Beginning of period 757 951 0 0
Cash, end of period $13,481 $757 $951 $13,481
See accompanying notes to financial statements & audit report
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 23, 1995, under the laws of
the State of Nevada, as Magic Lantern Group, Inc. The Company
currently has no operations and, in accordance with SFAS #7, is
considered a development stage company.
On October 20, 1995, the company issued 60,000 shares of its
$0.001 par value common stock for $1,500.00.
On July 3, 1996, the Company issued 3,000 shares of its
$0.001 par value common stock for $1,100.00.
On May 19, 1997, the Company issued 100,000 shares of its
$0.001 par value common stock for $25,000.00.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average
number of shares of common shares outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
4. Organization costs of $370.00 are being amortized over a
60 month period commencing November 23, 1995, to November 22,
2000.
NOTE 3- GOING CONCERN
The company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through a merger with an existing
operating company.
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 5- RELATED PARTY TRANSACTION
The company neither owns or leases any real or personal
property. Office services are provided without charge by a
director. Such costs are immaterial to the financial statements
and, accordingly, have not been reflected therein. The officers
and directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
LIST OF EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Section of
the Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Magic Lantern Group, Inc.
Dated:
By: /s/ Joseph Panebianco
Joseph Panebianco, President