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 quarter ended March 31, 2006
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
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(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. [X] Yes [ ] 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 May 12, 2006 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 March 31, 2006 ................................ F-2
Condensed Statements of Operations for the three months ended
March 31, 2006 and 2005 ............................................. F-3
Condensed Statements of Cash Flows for the three months ended
March 31, 2006 and 2005 ............................................. F-4
Notes to Condensed Financial Statements .................................. F-5
F-1
MONET ENTERTAINMENT GROUP, LTD.
Condensed Balance Sheet
March 31, 2006
(Unaudited)
Assets
Cash ............................................................. $ 2,302
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Total assets .................................. $ 2,302
=========
Liabilities and Shareholders' Deficit
Liabilities:
Accrued expenses ............................................. $ 2,215
Due to related party (Note 2) ................................ 2,440
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Total liabilities ............................. 4,655
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Shareholders' deficit:
Common stock ................................................. 28,534
Additional paid-in capital ................................... 106,186
Retained deficit ............................................. (137,073)
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Total shareholders' deficit ................... (2,353)
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Total liabilities and shareholders' deficit ... $ 2,302
=========
See accompanying notes to condensed financial statements
F-2
MONET ENTERTAINMENT GROUP, LTD.
Condensed Statements of Operations
(Unaudited)
Three months ended
March 31,
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2006 2005
----------- -----------
Costs and expenses:
General and administrative expenses ........ $ 5,045 $ 10,611
----------- -----------
Total expenses .................. (5,045) (10,611)
Other income:
Interest income ............................ 10 17
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Loss before income taxes ........ (5,035) (10,594)
Income tax provision ....................... -- --
----------- -----------
Net loss ........................ $ (5,035) $ (10,594)
=========== ===========
Basic and diluted (loss) income per share ...... $ (0.00) $ (0.00)
=========== ===========
Weighted average common shares outstanding ..... 6,000,000 5,000,000
=========== ===========
See accompanying notes to condensed financial statements
F-3
MONET ENTERTAINMENT GROUP, LTD.
Condensed Statements of Cash flows
(Unaudited)
Three months ended
March 31,
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2006 2005
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Net cash used in
operating activities ............................... $ (3,139) $(10,944)
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Cash flows from financing activities:
Proceeds from related party advances (Note 2) .... 2,440 8,461
-------- --------
Net cash provided by
financing activities ............................... 2,440 8,461
-------- --------
Net change in cash and
cash equivalents ................... (699) (2,483)
Cash, beginning of period .......................... 3,001 7,112
-------- --------
Cash, end of period ................................ $ 2,302 $ 4,629
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes ..................................... $ -- $ --
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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, 2005, 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 three months ended March 31, 2006, Regatta Capital Ltd., a company
owned by the president of the Company, paid for certain expenses on behalf of
the Company totaling $2,440. At March 31, 2006, the Company is indebted in the
amount of $2,440 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 $5,035
during the three months ended March 31, 2006 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 March 31,
2006, the Company was indebted in the amount of $2,440 to Regatta Capital Ltd.
Liquidity and Capital Resources
As of March 31, 2006, the Company had total assets of $2,302 in cash and total
liabilities of $4,655. The Company incurred $5,045 in general and administrative
expenses during the three months ended March 31, 2006, 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 March 31,
2006.
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 May 2006.
MONET ENTERTAINMENT GROUP, LTD.
/s/ Stephen D. Replin
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Stephen D. Replin, President,
Chief Executive Officer and
Principal Financial Officer