SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three month period end March 31, 2004 Commission File Number 0-27609 MONET ENTERTAINMENT GROUP, LTD. ------------------------------- (Exact name of registrant as specified in its charter) Colorado 84-1391993 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 222 Milwaukee Street, Suite 304, Denver, CO 80206 ------------------------------------------------- (Address of principal executive offices) (Zip Code) (303) 329-3479 -------------- (Registrant's telephone number, including area code) N/A ----------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of May 14, 2004 the Company had 5,000,000 shares of Common Stock issued and outstanding. ITEM 1. FINANCIAL STATEMENTS Monet Entertainment Group, Ltd. (A Development Stage Enterprise) March 31, December 31, Balance Sheet at 2004 2003 -------- ------------ Assets Cash $ 9,017 $ 9,000 Investments Energy Acquisition Group, Common Stock 115 115 ------- ------- Total Assets $ 9,132 $ 9,115 ======= ======= Liabilities Note Payable 6,710 4510 Accrued Expenses & Income Taxes Payable ------- ------- Total Liabilities 6,710 4510 ------- ------- Shareholders' Equity Common stock, no par value, 25,000,000 shares authorized, of which 5,000,000 are outstanding 9,919 9919 Preferred stock, no par value, 25,000,000 authorized, none outstanding Retained Earnings (Deficit) in Development Stage (7,497) (5,314) ------- ------- Total Shareholders' Equity 2,422 4,605 ------- ------- ------- ------- Total Liabilities and Shareholders' Equity $ 9,132 $ 9,115 ======= ======= Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Statement of Income and Retained Earnings For Year Ended December 31, 2003 and Quarter Ended March 31, 2004 Quarter Ended Year Ended March 31, 2004 December 31, 2003 -------------- ----------------- Income Miscelleanous Fees $ 2,051 Interest Income $ 17 77 ------- ------- Total Income 17 2,128 Expenses 2,200 4,610 ------- ------- Net Operating Income Before Taxes (2,183) (2,482) Extraordinary Loss (5,000) Income Tax Expense ------- ------- Net Income(Loss) (2,183) (7,482) Retained Earnings(Deficiency) - Beginning (5,314) 2,168 ------- ------- Retained Earnings(Deficiency) - Ending ($7,497) ($5,314) ------- ------- Earnings (Loss) Per Share (5,000,000 outstanding) ($0.00048) ($0.00149) Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Statement of Cash Flows Year Ended December 31, 2003 and Quarter Ended March, 31, 2004 Quarter Ended Year Ended March 31, 2004 December 31, 2003 -------------- ----------------- Cash Flows From Operating Activities Cash Received from Customers $ 2,051 Interest Income Received $ 17 77 Cash Paid for Professional Services (2,200) (3,370) Cash Paid to Taxing Authorities (1,207) Other Cash Payments (100) ------- ------- Net Cash Provided by Operating Activities (2,183) (2,549) ------- ------- Cash Flows From Investing Activities ------- ------- Net Cash Provided by Investing Activities 0 0 ------- ------- Cash Flows From Financing Activities Issuance of Capital Stock 0 0 Borrowings During Period 2,200 3,370 ------- ------- Net Cash Provided by Financing Activities 2,200 3,370 ------- ------- Net Increase (Decrease) in Cash 17 821 Cash, Beginning of Period 9,000 8,179 ------- ------- Cash, End of Period $ 9,017 $ 9,000 ======= ======= Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Notes to Financial Statements ----------------------------- Years Ended December 31, 2003 ----------------------------- And Quarter Ended March 31, 2004 -------------------------------- Background and Summary of Significant Accounting Policies Background The Monet Entertainment Group, Ltd. (the Company) was formed on September 20, 1996 for the purpose of engaging in two pursuits within the entertainment industry which involve developing a unique "completion guarantee" to assure the completion of selected projects and developing a financing program for full length motion pictures: 1. Completion bonding activities are associated with and a part of commercial film production and other entertainment production activities. A "completion bond" is a guarantee that should a film project goes over budget or does not have sufficient capital to complete the film, the guarantor will provide the additional capital needed to insure completion of the project. This guarantee for small independent producers is unique in the entertainment industry. At present completion bonding has been a requirement for medium and large budget productions but generally unavailable for small producers. Lack of availability of this or a similar financial product has resulted in secondary producers having great difficulty in obtaining financing and has kept many worthwhile projects from reaching theaters. It is anticipated that Monet's completion bonds will be reinsured with companies with sufficient capital resources to preclude the possibility that Monet will ever be at risk for capital shortages in bonded projects. 2. Financing feature length budget films will be accomplished through the formation of a continuing series of joint ventures with independent filmmakers. Plans include taking fractional interests in selected film projects, thus spreading investor risk in the most advantageous manner. Project involvement will be financed through joint-venture arrangements with individual investors and small non-entertainment related companies. Monet Entertainment Group, Ltd. is considered to be a Development Stage Enterprise because planned principal operations have not commenced and there has been no revenue therefrom. Income reported during this period was realized from consulting fees paid to the Company for the efforts of Mr. Replin, President of Monet Entertainment Group, Ltd. The income is incidental to the principal business purpose of the Company. Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Notes to Financial Statements ----------------------------- Accounting Policies The accompanying balance sheet is presented in the format prescribed for development stage enterprises by Statement of Financial Accounting Standards No. 7 issued by the Financial Accounting Standards Board. Investments The Company has exchanged shares of its common stock for shares of Series C common stock of Energy Acquisition Companies, Inc.(Energy), a New York Corporation. The exchange, which was effective on October 7, 1996, (the date the Certificate of Share Exchange was filed by the Colorado Secretary of State and by the New York Department of State), resulted in the exchange of 115,531 shares of Energy Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock for 500,000 shares of Monet Entertainment Group, Ltd. Common Stock The 115,531 shares of Energy Acquisition Companies, Inc. common stock received by Monet represents 9/10 of one percent of Energy's outstanding shares. The 500,000 shares of Monet common stock surrendered to Energy represents eleven percent of the Company's outstanding common stock, and two percent of its authorized stock. Miscellaneous Income and Expense During the year ended December 31, 2003 the Company earned miscellaneous consulting fees for work unrelated to its principal business purpose and incurred expenses of an administrative nature, primarily for professional services. From inception through March 31, 2004 the Company has earned miscellaneous and interest income totaling $8,353, and incurred operating expenses of $6,810. An investment of $5,000 in a motion picture held for sale was written off in 2003. ITEM 2. PLAN OF OPERATION Monet Entertainment Group, Ltd., (the "Company") was formed in 1996 in order to finance the production of low budget feature length motion pictures and a variety of other entertainment projects including documentaries, video recordings and musical recordings. Many small independent producers are financially unsophisticated and have little experience in raising the capital required to produce their projects. As a result, the Company believes that there is an opportunity to provide financing for projects which have a production budget of between $50,000 and $1,000,000. The Company is of the opinion that there is virtually no organized competition for financing of this nature. The financing to be provided by the Company will typically be in the form of one or more of the following: 1. Direct loans 2. Equity participations 3. Project completion bonds In addition to direct funding from the Company or a Company sponsored joint venture, the Company also plans to provide small independent producers with assistance in raising financing for entertainment projects with production budgets in the range of $50,000 to $1,000,000. The Company intends to introduce independent producers to persons willing to fund entertainment projects and prepare, or supervise the preparation of, all documentation required to obtain such financing. Before the Company can begin operations, the Company will need to raise at least $250,000 so that the Company will be in a position to begin funding entertainment projects and/or issuing completion bonds. The Company will attempt to raise this capital through: 1. The private sale of its debt and/or equity securities. 2. Borrowings from private lenders. 3. Joint ventures which will be formed by the Company and third parties for the purpose of funding one or more entertainment projects. The Company does not have any commitments from any person to provide any capital to either the Company or to any producer of motion pictures or other form of entertainment. The Company does not have any agreements with any motion picture producer or producer of other forms of entertainment to finance the production of any entertainment project. There can be no assurance that the Company will be successful in terms of raising any capital, funding any entertainment projects, or earning any profits. Miscellaneous Income During the quarter ended March 31, 2004, the Company earned consulting fees of 2,050 regarding finance otherwise unrelated to its principal business purpose. The Company anticipates additional consulting work. However it cannot estimate the frequency or amount of revenue from such consulting fees. Item 3 Controls and procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance. Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. PART II OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None 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. (A) Exhibits 3 Articles and Bylaws(1) 31.1 Sarbanes Oxley Section 302 Certification 31.2 Sarbanes Oxley Section 302 Certification 32.1 Sarbanes Oxley Section 906 Certification (1) Incorporated by reference, and as same exhibit number, from the Company's Registration Statement on Form 10-SB (Commission File Number 0-27609). (B) Reports on Form 8-K: None SIGNATURES In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 14h day of May 2004. MONET ENTERTAINMENT GROUP, LTD. /s/ Stephen D. Replin ----------------------------- Stephen D. Replin, President, Chief Executive Officer and Principal Financial Officer