SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period end June 30, 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 August 10, 2004 the Company had 5,000,000 shares of Common Stock issued and outstanding. Explanatory Note on Amendment This Amended Quarterly Report on Form 10QSB revises Item 1 Financial Statements in that the previously filed Report was not reviewed by an auditor qualified with the Public Company Accounting Oversight Board as required for filings subsequent to October 23, 2003. The company intends to file a second amendment to this Quarterly Report on Form 10QSB on or before March 4, 2005 containing financial statement in compliance with Item 310 of Regulation SB. ITEM 1. FINANCIAL STATEMENTS Index to Unaudited Financial Statements Balance Sheet F-1 Statement of Income and Retained Earnings F-2 Statement of Cash Flows F-3 Statement of Stockholders Equity F-4 Notes to Unaudited Financial Statements F-5 2 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Not Reviewed June 30, December 31, Balance Sheet at 2004 2003 -------- -------- Assets Cash $ 9,035 $ 9,000 Investments Energy Acquisition Group, Common Stock 115 115 ------- ------- Total Assets $ 9,150 $ 9,115 ======= ======= Liabilities Note Payable 6,710 4,510 ------- ------- Total Liabilities 6,710 4,510 ------- ------- Shareholders' Equity Common stock, no par value, 25,000,000 shares authorized, of which 5,000,000 are outstanding 9,919 9,919 Preferred stock, no par value, 25,000,000 authorized, none outstanding Retained Earnings (Deficit) Accumulated in the Development Stage (7,479) (5,314) ------- ------- Total Shareholders' Equity 2,440 4,605 ------- ------- ------- ------- Total Liabilities and Shareholders' Equity $ 9,150 9,115 ======= ======= The accompanying notes are an integral part of these financial statements F-1 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Statement of Income and Retained Earnings For Year Ended December 31, 2003 and Quarter Ended June 30, 2004 Not Reviewed Six Months Ended Year Ended June 30, 2004 December 31, 2003 ---------------- ----------------- Income Miscelleanous Fees $ 2,051 Interest Income $ 35 77 ------- ------- Total Income 35 2,128 Expenses 2,200 4,610 ------- ------- Net Operating Income Before Taxes (2,165) (2,482) Extraordinary Loss (5,000) Income Tax Expense ------- ------- Net Income(Loss) (2,165) (7,482) Retained Earnings(Deficiency) - Beginning (5,314) 2,168 ------- ------- Retained Earnings(Deficiency) - Ending ($7,479) ($5,314) ------- ------- Earnings (Loss) Per Share (5,000,000 outstanding) ($0.00048) ($0.00149) The accompanying notes are an integral part of these financial statements F-2 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Statement of Cash Flows Year Ended December 31, 2003 and Quarter Ended June 30, 2004 Not Reviewed Six Months Ended Year Ended June 30, 2004 December 31, 2003 ---------------- ----------------- Cash Flows From Operating Activities Cash Received from Customers $ 2,051 Interest Income Received $ 35 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 (2,165) (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 35 821 Cash, Beginning of Period 9,000 8,179 ------- ------- Cash, End of Period $ 9,035 $ 9,000 ======= ======= The accompanying notes are an integral part of these financial statements F-3 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Statement of Stockholders Equity Inception (September 20, 1996) through December 31, 2003 and Six Months Ended June 30, 2004 Not Reviewed Share- Holders Shares Equity Equity Outstanding Per Share --------------------------------------------- Issued and Outstanding at December 31, 1996 $9,919 5,000,000 $0.00198 Changes During Years 1997 Through 2001 -0- -0- -0- Issued and Outstanding at December 31, 2001 $9,919 5,000,000 0.00198 Change During Year Ended December 31, 2002 $2,168 -0- 0.00043 Issued and Outstanding at December 31, 2002 $12,087 5,000,000 0.00241 Change During Year Ended December 31, 2003 ($7,482) -0- (0.00150) Issued and Outstanding at December 31, 2003 $4,605 5,000,000 0.00091 Change During Six Months Ended June 30, 2004 (2,165) -0- (0.00043) Issued and Outstanding at June 30, 2004 2,440 5,000,000 0.00049 The accompanying notes are an integral part of these financial statements F-4 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Notes to Financial Statements Years Ended December 31, 2003 And Six Months -Ended June 30, 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. F-5 Monet Entertainment Group, Ltd. (A Development Stage Enterprise) Notes to Financial Statements ----------------------------- Accounting Policies The accompanying financial statements are 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 June 30, 2004 the Company has earned miscellaneous and interest income totaling $8,370, and incurred operating expenses of $6,810. An investment of $5,000 in a motion picture held for sale was written off in 2003. F-6 SIGNATURES In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 11th day of February 2005. MONET ENTERTAINMENT GROUP, LTD. /s/ Stephen D. Replin ----------------------------- Stephen D. Replin, President, Chief Executive Officer and Principal Financial Officer