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 nine month period end September 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 --- --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). X Yes No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS As of November 11, 2005 the Company had 6,000,000 shares of Common Stock issued and outstanding. ITEM 1. FINANCIAL STATEMENTS Page ------- Condensed Balance Sheet at September 30, 2005........................... F-2 Condensed Statements of Operations for the three and nine months ended September 30, 2005 and 2004 and the period from September 20, 1996 (Inception) through September 30, 2005.......... F-3 Condensed Statements of Cash Flows for the nine months ended September 30, 2005 and 2004 and the period from September 20, 1996 (Inception) through September 30, 2005.......... F-4 Notes to Condensed Financial Statements................................. F-5 F-1 MONET ENTERTAINMENT GROUP, LTD. (A Development Stage Company) Condensed Balance Sheet September 30, 2005 (Unaudited) Assets Cash .............................................................. $ 4,660 -------- Total assets ................................... $ 4,660 ======== Liabilities and Shareholders' Deficit Liabilities: Due to related party (Note 2) ................................. $ 18,555 -------- Total liabilities .............................. 18,555 -------- Shareholders' deficit: Common stock .................................................. 9,919 Additional paid-in capital .................................... 25,123 Retained deficit .............................................. (48,937) -------- Total shareholders' deficit .................... (13,895) -------- Total liabilities and shareholders' deficit .... $ 4,660 ======== See accompanying notes to condensed financial statements F-2 MONET ENTERTAINMENT GROUP, LTD. (A Development Stage Company) Condensed Statements of Operations (Unaudited) September 20, 1996 Three months ended Nine months ended (Inception) September 30, September 30, through -------------------------- -------------------------- September 30, 2005 2004 2005 2004 2005 ----------- ------------ ------------ ----------- ------------- Costs and expenses: General and administrative expenses ... $ 1,455 $ 480 $ 13,616 $ 2,680 $ 51,082 ----------- ----------- ----------- ----------- ----------- Total expenses ................ (1,455) (480) (13,616) (2,680) (51,082) Other income: Miscellaneous income .................. -- -- -- -- 8,225 Interest income ....................... 16 18 48 53 242 Impairment loss ....................... -- -- -- -- (5,115) ----------- ----------- ----------- ----------- ----------- (Loss) income before income taxes ................ (1,439) (462) (13,568) (2,627) (47,730) Income tax provision (Note 3) ......... -- -- -- -- (1,207) ----------- ----------- ----------- ----------- ----------- Net (loss) income ............. $ (1,439) $ (462) $ (13,568) $ (2,627) $ (48,937) =========== =========== =========== =========== =========== Basic and diluted (loss) income per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01) =========== =========== =========== =========== =========== Weighted average common shares outstanding 5,000,000 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. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited) September 20, 1996 Nine months ended (Inception) September 30, through -------------------- September 30, 2005 2004 2005 --------- --------- --------- Net cash used in operating activities .......................... $(14,268) $ (2,627) $(15,695) -------- -------- -------- Cash flows from financing activities: Proceeds from related party advances (Note 2) 11,816 2,680 20,516 Proceeds from sale of common stock .......... -- -- 1,800 Payments to related party advances .......... -- -- (1,961) Net cash provided by financing activities .......................... 11,816 2,680 20,355 -------- -------- -------- Net change in cash and cash equivalents ................ (2,452) 53 4,660 Cash, beginning of period ..................... 7,112 9,000 -- -------- -------- -------- Cash, end of period ........................... $ 4,660 $ 9,053 $ 4,660 ======== ======== ======== 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. (A Development Stage Company) 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 nine months ended September 30, 2005, Regatta Capital Ltd., a company owned by the president of the Company, paid for certain expenses on behalf of the Company totaling $11,816. At September 30, 2005, the Company is indebted in the amount of $18,555 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 $13,895 during the nine months ended September 30, 2005 resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes. Note 4: Subsequent events On October 27, 2005, the Company issued 1,000,000 shares of its common stock to Regatta Capital Ltd., a Delaware corporation controlled by and beneficially owned by the Company's president, Stephen D. Replin. The shares were issued in consideration of repayment of all debt to Regatta Capital arising from its provision of working capital to the Registrant during the fiscal year ended December 31, 2004 and through October 27, 2005, at a value of $18,555.31 or $0.0185 per share. The 1,000,000 shares represent over 16% of the outstanding shares of common stock. With respect to the issuance of the 1,000,000 shares of common stock, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The securities were offered to an accredited investor, who is a control person and existing shareholder of the Company who had access to all of the current public and material information available on the Company. F-5 Following is the pro-forma effect on the condensed balance sheet, assuming the shares were issued for debt as of September 30, 2005: Total assets ................................. 4,660 ----- Total liabilities ............................ -- ----- Total shareholders' deficit .................. 4,660 ----- F-6 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 September 30, 2005, the Company was indebted in the amount of $18,555 to Regatta Capital Ltd. However on October 27, 2005, the Company issued 1,000,000 shares of its common stock to Regatta Capital Ltd., in satisfaction of that debt. Liquidity and Capital Resources As of September 30, 2005, the Company had total assets of $4,660 in cash and total liabilities of $18,555 which were paid on October 27, 2005. The Company incurred $13,616 in general and administrative expenses during the nine months ended September 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 filed no reports on Form 8-K during the quarter ended September 30, 2005. However a Current Report dated October 28, 2005 was filed. 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 November 2005. MONET ENTERTAINMENT GROUP, LTD. /s/ Stephen D. Replin ----------------------------- Stephen D. Replin, President, Chief Executive Officer and Principal Financial Officer