SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 26, 2000
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Magellan Filmed Entertainment, Inc.
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Exact Name of Registrant as Specified in Charter)
Nevada 0-29011 52-2048394
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8756 122nd Avenue NE Kirkland, WA 98033
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 827-7817
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(Former Name or Former Address, if Changed Since Last Report)
1
This report describes the terms and conditions of a Stock Exchange Agreement
dated as of September 26, 2000, and effective as of September 26, 2000.
ITEM 7. FINANCIAL STATEMENTS
(1) The financial statements of The Nickel Palace, Inc. for the period
ending September 26, 2000 are included herein in reliance on the report of
Williams & Webster, P.S., Certified Public Accountants our independent public
accountant.
2
INDEPENDENT ACCOUNTANT'S REPORT
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 26, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
3
THE NICKEL PALACE, INC.
TABLE OF CONTENTS
September 26, 2000
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
4
Board of Directors
The Nickel Palace, Inc.
Kirkland, WA
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying balance sheet of The Nickel Palace, Inc. (a
development stage company), as of September 26, 2000 and the related statements
of operations, stockholders' equity and cash flows for the period from March 24,
2000 (inception) to September 26, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Nickel Palace, Inc. (a
development stage company) as of September 26, 2000 and the results of its
operations and its cash flows for the period from March 24, 2000 (inception) to
September 26, 2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. As discussed in Note 2, the Company has been in the
development stage since its inception on March 24, 2000, has no revenues and has
no working capital. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
S/Williams & Webster, P.S.
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Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 18, 2000
5
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 26, 2000
ASSETS
CURRENT ASSETS
Cash $
-----------
Total Current Assets -
-----------
OTHER ASSETS
Note receivable - related party 1,000,000
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Total Current Assets 1,000,000
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TOTAL ASSETS $1,000,000
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LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Total Current Liabilities $
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LONG-TERM DEBT
Convertible debt 1,000,000
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Total Liabilities 1,000,000
COMMITMENTS AND CONTINGENCIES -
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STOCKHOLDERS' EQUITY
Common stock, 10,000,000 shares authorized, $0.001
par value; 1,000,000 shares issued and outstanding 1,000
Additional paid-in-capital 9,000
Deficit accumulated during development stage (10,000)
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TOTAL STOCKHOLDERS' EQUITY -
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,000,000
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6
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD MARCH 24, 2000 ( INCEPTION) TO SEPTEMBER 26, 2000
REVENUES $
-----------
EXPENSES
Consulting services provided by directors 9,290
Licenses and permits 710
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TOTAL EXPENSES 10,000
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LOSS FROM OPERATIONS (10,000)
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LOSS BEFORE INCOME TAXES (10,000)
INCOME TAXES -
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NET LOSS -$10,000
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NET LOSS PER COMMON SHARE,
BASIC AND DILUTED ($0)
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WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED 1,000,000
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7
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD MARCH 24, 2000 ( INCEPTION) TO SEPTEMBER 26, 2000
Number
of Shares
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Issuance of common stock for services
and in reimbursement of expenses
at approximately $0.01 per share 1,000,000 $10,000 $ $ $ 10,000
Conversion of par value from $0.01 to
$0.001 per share - (9,000) 9,000 - -
Loss for period ending, September 26, 2000 - - - (10,000) (10,000)
--------- -------- ------ ---------- ---------
Balance, September 26, 2000 1,000,000 $ 1,000 $9,000 -$10,000 $
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8
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MARCH 24, 2000 ( INCEPTION) TO SEPTEMBER 26, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss -$10,000
Payment of expenses from issuance of stock 10,000
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Net cash provided (used) in operating activities -
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CASH FLOWS FROM INVESTING ACTIVITIES -
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CASH FLOWS FROM FINANCING ACTIVITIES -
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Change in cash -
Cash, beginning of period -
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Cash, end of period $
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Supplemental cash flow disclosures:
Interest paid $
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Income taxes paid $
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Non-cash transactions:
Stock issued in payment of consulting and other expenses $ 10,000
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9
THE NICKEL PALACE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 26, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Nickel Palace, Inc. (the Company) was incorporated on March 24, 2000 under
the laws of the State of Nevada. The Company is involved in the entertainment
industry, and has adopted a business plan to pursue production and distribution
of film properties and scripts. The Company has not yet generated any operating
revenues from its planned activities. The Company's fiscal year-end is December
31. The Company is located in Kirkland, Washington.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of The Nickel Palace, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Development Stage Activities
- ------------------------------
The Company has been in the development stage since its formation in March 2000,
and has not realized any significant revenues from its planned operations. It
is primarily engaged in the production and distribution of film properties and
scripts.
Going Concern
- --------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $10,000 for the period from March 24, 2000 (inception) through September
26, 2000. At September 26, 2000, the Company has had no revenues, has no
working capital and has an accumulated deficit during the development stage of
$10,000. The future of the Company is dependent upon future profitable
operations from the commercial success of its film production and distribution.
Management has established plans designed to increase the capitalization of the
Company and is actively seeking additional capital that will provide funds
needed to fund the growth of the Company in order to fully implement its
business plans.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Fair Value of Financial Instruments
- ---------------------------------------
The carrying amounts for notes receivable and convertible notes payable
approximate their fair value.
10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Method
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The Company's financial statements are prepared using the accrual method of
accounting.
Cash and Cash Equivalents
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For purposes of the Statement of Cash Flows, the Company considers short-term
debt securities purchased with a maturity of three months or less to be cash
equivalents.
Provision for Taxes
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At September 26, 2000, the Company had net operating loss carryforwards of
approximately $10,000. These operating losses may be offset against future
taxable income through 2020, however, there is no assurance that the Company
will have income in the future. Accordingly, the potential tax benefit of the
net operating loss carryforward is offset by a valuation allowance of the same
amount.
Use of Estimates
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The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
Impaired Asset Policy
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In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with this
standard, the Company reviews its long-lived assets quarterly to determine if
any events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable. The Company determines
impairment by comparing the undiscounted future cash flows estimated to be
generated by its assets to their respective carrying amounts. The Company does
not believe any adjustments are needed to the carrying value of its assets at
September 26, 2000.
Compensated Absences
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Currently, the Company has no employees; therefore, no policy regarding
compensated absences has been established. The Company will establish a policy
to recognize the costs of compensated absences at the point in time that it has
employees.
11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Derivative Instruments
- -----------------------
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
At September 26, 2000, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.
Basic and Diluted Loss per Share
- -------------------------------------
Basic loss per share is computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted average
number of shares is calculated by taking the number of shares outstanding and
weighting them by the amount of time that they were outstanding. Diluted loss
per share is computed by dividing the net loss by the weighted average number of
basic shares outstanding increased by the number of shares that would be
outstanding assuming conversion of the convertible debt. Diluted net loss per
share is the same as basic net loss per share as inclusion of the common stock
equivalents would be antidilutive.
NOTE 3 - NOTE RECEIVABLE - RELATED PARTY
The Company holds a note receivable from Rennie's Landing, LLC, a related party
in which the Company holds a 50% interest. Rennie's Landing, LLC owns the right
to, and has completed the filming of, the movie Rennie's Landing. This note,
dated September 26, 2000, is due on demand but after December 31, 2000. The
note is uncollateralized and currently bears interest at 8.5%. After December
31, 2000, the note's interest changes to 12% per annum until paid in full.
NOTE 4 - CONVERTIBLE DEBT
During the period ended September 26, 2000, the Company sold in a private
placement to accredited investors $1,000,000 of convertible subordinated debt,
which is due and payable September 22, 2002. The debt bears interest at the
rate of 8% per annum payable at maturity. This debt is convertible into shares
of Company common stock at a conversion price equal to asset book value, or if
the shares of common stock are traded on an exchange, 70% of the average lowest
closing bid price of the common stock as reported on such exchange for any of
the five consecutive trading days immediately preceding the date of receipt by
the Company of each notice of conversion. See Note 7. The funds from the sale
of the convertible debt were used to fund the operations of Rennie's Landing,
LLC. See Note 3.
NOTE 5 - YEAR 2000 ISSUES
Like other companies, The Nickel Palace, Inc. could be adversely affected if the
computer systems it, or its suppliers or customers, uses do not properly process
and calculate date-related information and data from the period surrounding and
including January 1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices such as
production equipment, elevators, etc. Any costs related to Year 2000 compliance
are expensed as incurred. At this time, there have been no known effects to the
Company in regards to the Year 2000 issue.
12
NOTE 6 - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
Upon formation the Company was authorized to issue 1,000,000 shares of common
stock with a par value of $0.01 per share. The Company issued 1,000,000 shares
of its common stock to officers and directors only. There was no public
offering of any securities. The above referenced shares were issued in payment
of services in the amount of $9,290 and repayment of advances used for payment
of permits and fees in the amount of $710. All shares have equal voting rights,
are non-assessable and have one vote per share. Voting rights are not
cumulative and, therefore, the holders of more than 50% of the common stock
could, if they choose to do so, elect all of the directors of the Company.
On June 20, 2000, the Company's board of directors voted to increase the
capitalization of the Company by increasing the number of authorized shares of
common stock to 10,000,000 and decreasing the par value to $0.001 per share.
NOTE 7 - SUBSEQUENT EVENTS
Subsequent to the date of these financial statements, the Company was acquired
by and merged with Magellan Filmed Entertainment, Inc. ("Magellan"). As part of
the merger, the convertible debentures with conversion rights were assumed by
Magellan and the conversion feature was revised to reflect conversion rights
into the stock of Magellan. Subsequent to September 26, 2000 Magellan received
notice of conversion by several of the convertible debt holders. These
conversions amounted to $433,900 of the issued convertible debt and were
effective at various dates between October 4, 2000 and December 7, 2000.
13
(2) Pro Forma Financial Information. The Pro Forma Financial Information of
The Nickel Palace, Inc., and Magellan Filmed Entertainment required by this Item
7(b) are included herein.
MAGELLAN FILMED ENTERTAINMENT, INC.
(A Development Stage Company)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction to Unaudited Pro Forma Condensed Combined Financial Information of
Magellan Filmed Entertainment, Inc. ("Magellan")
The following unaudited pro forma condensed combined financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined results of operations for future periods or the results of
operations that actually would have been realized had The Nickel Palace and
Magellan been a combined company during the specified periods. The unaudited pro
forma condensed combined financial statements, including related notes, are
qualified in their entirety by reference to, and should be read in conjunction
with, the historical financial statements and related notes thereto of Magellan
included in Form 8-k filed on April 3, 2000 and of The Nickel Palace, included
elsewhere in this filing.
The following unaudited pro forma condensed combined financial statements give
effect to the acquisition of The Nickel Palace as a merger accounted for as a
purchase. The pro forma condensed combined financial statements are based on
the respective historical audited and unaudited financial statements and related
notes of The Nickel Palace and Magellan.
The Nickel Palace was incorporated in March, 2000. The pro forma condensed
combined statement of operations for the year ended December 31,1999 assumes the
acquisition took place January 1, 1999 and combines The Nickel Palace's audited
statement of operations for the period ended September 26, 2000 with Magellan's
audited statement of operations for the year ended December 31, 1999. The
unaudited pro forma condensed combined statement of operations for the nine
months ended September 30, 2000 assumes the acquisition took place January 1,
1999 and includes Magellan's unaudited statement of operations for the nine
months ended September 30, 2000, which includes The Nickel Palace's operations
from inception (March 24, 2000) through September 26, 2000 combined with the
adjustments which would apply assuming the merger had occurred on January 1,
1999.
14
MAGELLAN FILMED ENTERTAINMENT, INC.
(A Development Stage Company)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
YEAR ENDED DECEMBER 31, 1999
Historical Historical Pro Forma
Magellan Nickel Palace Adjustments Pro Forma
Dec 31, 199 Sep 26, 2000
------------- ------------ ------------- ------------
Revenue
Sales $ - $ $ - $
Cost of Merchandise sold
----------- ------------ --------------- ------------
Gross Margin
----------- ------------ --------------- ------------
Expenses
Interest 612,903 (2) 612,903
Depreciation and Amortization
Selling and Administration 5,000 10,000 15,000
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5,000 10,000 612,903 627,903
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Loss from Operations (5,000) (10,000) 612,903 (627,000)
Other income and Expense
Other income
------------ ------------ ------------ ------------
Net loss $ (5,000) $ (10,000) $ (612,903) $ (627,903)
============= ============ ============= ============
Earnings (loss) per common share nil $ (0.010) $ (0.022) $ (0.012)
============= ============ ============= ============
Weighted average shares outstanding 25,000,000 1,000,000 27,806,450 (1) 53,806,450
============= ============ ============= ============
15
MAGELLAN FILMED ENTERTAINMENT, INC.
(A Development Stage Company)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2000
Historical Historical Pro Forma
Magellan Nickel Palace Adjustments Pro Forma
------------- ------------ ------------- ------------
Revenue
Interest $ 550 $ $ $ 550
Expenses
Interest and loan fees 471,860 471,860
Depreciation and Amortization
Selling and Administration 393,414 393,414
Reverse merger consulting fees 125,200 125,200
------------- ----------- ------------- ------------
990,474 990,474
------------- ------------ ------------- ------------
Net Loss from Continued Operations (989,924) (989,924)
Loss from Discontinued Operations 297,832 297,832
------------ ------------ ------------ ------------
Net Loss before minority interest (1,287,756) (1,287,756)
------------ ------------ ------------ ------------
Income allocated to minority interest (77) (77)
------------ ------------ ------------ ------------
Net Loss pre-tax (1,287,833) (1,287,833)
Income taxes -
------------ ------------ ------------ ------------
Net loss after tax $ (1,287,833) $ $ $(1,287,833)
============= ============ ============= ============
Earnings (loss) per common share $ (0.032) $ 0.012 $ (0.020)
============= ============ ============= ============
Loss per common share Discontinued
Operations (0.007) 0.002 (0.005)
============= ============ ============= ============
Weighted average shares outstanding 40,161,768 25,806,450 (1) 65,968,218
============= ============ ============= ============
16
MAGELLAN FILMED ENTERTAINMENT, INC.
(A Development Stage Company)
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
A. Basis of Presentation
-----------------------
The following is a summary of the general corporate and business history of the
Company since its inception, December, 1999.
The Company was formed in December, 12999 under the corporate name North
Coast Productions, Inc. ("North Coast").
Under a Share exchange Agreement and Plan of Merger between North Coast and
The Storm High Performance Sound Corporation ("Storm"), the Company became
a successor to storm effective April 5, 2000 under Storm's corporate name.
Effective 1September 18, 2000, the Articles of the Company were amended and
the 1corporate name was changed from storm to Magellan Filmed Entertainment
Inc. ("Magellan").
Under a Stock Exchange Agreement between Magellan and The Nickel Palace,
Inc., effective September 26, 2000, Nickel Palace became a wholly-owned
subsidiary of and was merged into Magellan.
The aforementioned matters were discolosed in previous filings.
The Nickel Palace was incorporated in Nevada on March 12, 2000. Its only
operations since incorporation was the establishment of Rennie's Landing, LLC
in which it held a fifty percent interest. Since the establishment of Rennie's
Landing, LLC, Nickel Palace advanced $1,000,000 to Rennie's Landing, LLC for
the production of the movie Rennie's Landing from the proceeds of an 8%
convertible debenture issued by The Nickel Palace.
The transaction is treated as a merger and has been accounted for as a purchase.
On September 22, 2000, Nickel Palace issued 8% series A subordinated convertible
redeemable debentures for $1,000,000, due September 22, 2002. The series A
debentures are convertible into common stock of Magellan, as a result of the
assumption of the debt in the merger. The debt is convertible into common stock
at 62% of the average closing bid price of the common stock for the five days
immediately preceding the date of notice of conversion by the holder. The
Company assumes for pro forma purposes that approximately 25,806,000 shares will
be issued upon full conversion of the Series A debentures based on the average
share price ($0.0625 per share) for the 5 days prior to the merger. As of
December 13, 2000, $433,900 of the debentures had been converted into 21,503,595
shares at an average conversion price of $0.020 per share.
The beneficial conversion feature related to the 38% conversion discount will be
accounted for in accordance with Emerging Issues Task Force No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios." Therefore, the beneficial conversion
feature, which was valued at approximately $612,903, will be accounted for as
additional interest expense at the issue date, which is the date the debentures
first become convertible.
A pro forma balance sheet is not presented herein. The balance sheet of Magellan
filed in the Form 10-QSB for the quarter ended September 30, 2000 gives effect
to the merger as of September 30, 2000. The pro forma condensed combined
statement of operations for the year ended December 31,1999 assumes the
acquisition took place January 1, 1999 and combines Magellan's audited statement
17
of operations for the year ended December 31, 1999 with The Nickel Palace's
audited statement of operations for the period ended September 26, 2000. The
unaudited pro forma condensed combined statement of operations for the nine
months ended September 30, 2000 assumes the acquisition took place January 1,
1999 and includes Magellan's unaudited statement of operations for the nine
months ended September 30, 2000, which includes The Nickel Palace's operations
from inception (March 24, 2000) through September 26, 2000 combined with the
adjustments which would apply assuming the merger had occurred on January 1,
1999.
B. Pro Forma Adjustments
(1) To assume the conversion as of January 1, 1999 of the Series A convertible
debentures into 25,806,450 shares of common stock of Magellan. Also to assume
the issuance as of January 1, 1999 of 2,000,000 new shares in connection with
the merger between Magellan and The Nickel Palace
(2) To record the additional interest expense from the beneficial conversion
feature. The recording of the Series A convertible debentures includes the
accounting for the additional interest expense of $612,903 from the beneficial
conversion feature. The additional shares and the additional interest expense
are reflected as though the conversion was made at January 1, 1999.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Dated January 4, 2001 Magellan Filmed Entertainment, Inc.
By: /s/ Patrick F. Charles
------------------------
Patrick F. Charles, President
18