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 six month period end June 30, 2005 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 12, 2005 the Company had 5,000,000 shares of Common Stock issued and outstanding. ITEM 1. FINANCIAL STATEMENTS MONET ENTERTAINMENT GROUP, LTD. Index to Condensed Financial Statements (Unaudited) Page ---- Condensed Balance Sheet at June 30, 2005 ................................. F-2 Condensed Statements of Operations for the three and six months ended June 30, 2005 and 2004 .............................................. F-3 Condensed Statements of Cash Flows for the six months ended June 30, 2005 and 2004 .............................................. F-4 Notes to Condensed Financial Statements .................................. F-5 F-1 MONET ENTERTAINMENT GROUP, LTD. Condensed Balance Sheet June 30, 2005 (Unaudited) Assets Cash .............................................................. $ 4,644 -------- Total assets ................................... $ 4,644 ======== Liabilities and Shareholders' Deficit Liabilities: Accrued expenses .............................................. $ 350 Due to related party (Note 2) ................................. 16,750 -------- Total liabilities .............................. 17,100 -------- Shareholders' deficit: Common stock .................................................. 9,919 Additional paid-in capital .................................... 25,123 Retained deficit .............................................. (47,498) -------- Total shareholders' deficit .................... (12,456) -------- Total liabilities and shareholders' deficit .... $ 4,644 ======== See accompanying notes to condensed financial statements F-2 MONET ENTERTAINMENT GROUP, LTD. Condensed Statements of Operations (Unaudited) Three months ended Six months ended June 30, June 30, -------------------------- -------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ------------ Costs and expenses: General and administrative expenses ... $ 1,550 $ -- $ 12,161 $ 1,000 ----------- ----------- ----------- ----------- Total expenses .............. (1,550) -- (12,161) (1,000) Other income: Miscellaneous income .................. -- -- -- 2,050 Interest income ....................... 15 18 32 22 ----------- ----------- ----------- ----------- (Loss) income before income taxes .............. (1,535) 18 (12,129) 1,072 Income tax provision .................. -- -- -- (322) ----------- ----------- ----------- ----------- Net (loss) income ........... $ (1,535) $ 18 $ (12,129) $ 750 =========== =========== =========== =========== Basic and diluted (loss) income per share $ (0.00) $ 0.00 $ (0.00) $ 0.00 =========== =========== =========== =========== Weighted average common shares outstanding 5,000,000 5,000,000 5,000,000 5,000,000 =========== =========== =========== =========== See accompanying notes to condensed financial statements F-3 MONET ENTERTAINMENT GROUP, LTD. Condensed Statements of Cash flows (Unaudited) Six months ended June 30, --------------------- 2005 2004 -------- --------- Net cash used in operating activities ............................... $(12,479) $ (2,183) -------- -------- Cash flows from financing activities: Proceeds from related party advances (Note 2) .... 10,011 2,200 -------- -------- Net cash provided by financing activities ............................... 10,011 2,200 -------- -------- Net change in cash and cash equivalents ................... (2,468) 17 Cash, beginning of period .......................... 7,112 9,000 -------- -------- Cash, end of period ................................ $ 4,644 $ 9,017 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes ..................................... $ -- $ -- ======== ======== Interest ......................................... $ -- $ -- ======== ======== See accompanying notes to condensed financial statements F-4 MONET ENTERTAINMENT GROUP, LTD. Notes to Condensed Financial Statements (Unaudited) Note 1: Basis of presentation The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its Form 10-KSB with financial statements dated December 31, 2004, and should be read in conjunction with the notes thereto. In management's opinion, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. Financial data presented herein are unaudited. Note 2: Related Party Transaction During the six months ended June 30, 2005, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $10,011. At June 30, 2005, the Company is indebted in the amount of $16,750 to Regatta Capital Ltd. Note 3: Income taxes The Company records income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". The Company has incurred net operating losses of $12,129 during the six months ended June 30, 2005 resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes. F-5 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. The Company intends to maintain its corporate existence and continue filing its required reports pursuant to the Securities Exchange Act while it re-evaluates its motion pictures financing business plan and seeks out other business opportunities for the Company. Regatta Capital Ltd., a company owned by the president of the Company has periodically paid for certain expenses on behalf of the Company. At June 30, 2005, the Company is indebted in the amount of $16,750 to Regatta Capital Ltd. Liquidity and Capital Resources As of June 30, 2005, the Company had total assets of $4,644 in cash and total liabilities of $17,100. The Company incurred $12,161 in general and administrative expenses during the six months ended June 30, 2005, primarily in legal and accounting professional fees in connection with its SEC filings. The Company will continue to rely upon loans from related parties for the foreseeable future. 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). 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. As of the end of the period reported upon, 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 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 32.2 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 The Company did not file any reports on Form 8-K during the quarter ended June 30, 2005. 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 12th day of August 2005. MONET ENTERTAINMENT GROUP, LTD. /s/ Stephen D. Replin ----------------------------- Stephen D. Replin, President, Chief Executive Officer and Principal Financial Officer