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.
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(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
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(Address of principal executive offices) (Zip Code)
(303) 329-3479
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(Registrant's telephone number, including area code)
N/A
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(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
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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
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Stephen D. Replin, President,
Chief Executive Officer and
Principal Financial Officer