SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A Amendment No. 2
CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
April 17, 2001
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Date of Report (Date of earliest event reported)
NT Media Corp. of California, Inc.
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(Exact Name of Registrant as specified in Charter)
Commission File No. 000-31012
Delaware 95-4802493
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(State of Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
5410 Wilshire Boulevard
Los Angeles, California 90036
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code: (323) 954-3995
Registrant's Former Name: MVD, Inc.
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Item 1. Change in Control
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Pursuant to a Stock Exchange Agreement (the "Exchange Agreement")
entered into and dated as of April 17, 2001 between MVD, Inc. ("MVD" or the
"Registrant"), a Delaware corporation, and the sole share holders of eCast Media
Corporation, Inc. ("eCast"), a Delaware corporation, 100% of the outstanding
shares of common stock of eCast were exchanged for 10,000,000 new shares of
common stock of MVD in a transaction in which MVD effectively became the parent
corporation of eCast.
The Exchange Agreement was adopted by the unanimous consent of the
Board of Directors and of the shareholders of both MVD and eCast on April 17,
2001.
Prior to the merger, eCast had 1,321,582 shares of common stock
outstanding all of which shares 1,321,582 (or 100% of the outstanding shares)
were exchanged by the eight shareholders of eCast for 10,000,000 shares of
common stock of MVD. By virtue of the exchange, eCast shareholders acquired 80%
of the issued and outstanding common stock of MVD and there was a change of
control of MVD.
Prior to the effectiveness of the Exchange Agreement, MVD had an
aggregate of 2,500,000 shares of common stock, par value $.001, issued and
outstanding.
Upon closing of the Stock Exchange Agreement, MVD had an aggregate of
12,500,000 shares of common stock outstanding.
The officers and directors of eCast became officers and directors of
MVD subsequent to the Stock Exchange Agreement and the officers and directors of
MVD resigned their positions in MVD. See "Item 6" below. The by-laws of MVD will
continue without change.
Subsequently, on April 24, 2001 MVD changed its name to NT Media Corp
of California, Inc. and increased its authorized common stock from 50,000,000 to
100,000,000. A copy of the Certificate of Amendment to the Certificate of
Incorporation is attached hereto as an Exhibit.
The business to be conducted by MVD after closing of the Stock Exchange
Agreement is the business of eCast Media Corporation, Inc. ("eCast").
eCast Media Corporation, Inc.
eCast Media Corporation, Inc., ("eCast") commenced business on June 4,
1999 as a limited liability company under the laws of the State of California.
On March 17, 2000, eCast converted from a limited liability company to a "C"
corporation in the State of Delaware. The business of MVD is now the business
formerly conducted by eCast.
eCast is a development stage diversified media company operating in Los
Angeles, California engaged in the production, aggregation and distribution of
on and offline content, the management of on and off line talent and literary
clients and the provision of strategic consulting services to growth oriented
companies in the entertainment & media, communications and technology sectors.
eCast's primary operations include Gen-Y Netcaster Neurotrash.com, a full
service talent management division, NY Management, a film and television
production and finance division, NT Entertainment, and a strategy consulting
group, NT Consulting which provides consulting services primarily to growth
oriented companies in the entertainment & media, communications and technology
sectors.
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eCast has generated or will generate revenue from its divisions as follows:
o Neurotrash.com through advertising, e-commerce, sponsorships, BzB (business
to business) content sales and syndication of programming owned or
controlled by Neurotrash, subscriptions from internet subscribers and from
premium services, such as pay-for-view preferred content;
o NT Management through talent or client management services such as advice,
counsel and direction in the development and enhancement of clients'
selection of project, in all matters of publicity and public relations, and
in the general practices of the entertainment industry, for which eCast
will receive a percentage of compensation on a project by project basis
pursuant a negotiated fee arrangement typically ranging from 10% to 15%;
o NT Entertainment through the production and licensing and the acquisition
and commercialization of theatrical, network television, cable television,
home video and the distribution or syndication of such productions
domestically and in foreign territories for a negotiate percentage of box
office and ancillary gross or adjusted gross revenues;
o NT Consulting through providing consulting services to growth oriented
companies in the entertainment & media, communications and technology
sectors for a consulting fee or for commission. Core offerings include
advisory services, implementation services, and development of client
toolkits.
A copy of the Stock Exchange Agreement is attached hereto as an
exhibit. The foregoing description is modified by such reference.
Item 2. Acquisition or Disposition of Assets
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This Item 2 is Not Applicable.
Item 3. Bankruptcy or Receivership
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This Item 3 is Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
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The newly constituted board of directors of the Registrant by resolution adopted
April 25,2001 replaced the accountancy corporation of Lesley, Thomas, Schwarz
and Postma, Inc. with the accounting firm of Caldwell, Becker, Dervin, Petrick
& Co., L.L.P. In connection with the audit for the period from March 14, 2000
through December 31, 2000, there were no disagreements between the Company and
Lesley, Thomas, Schwarz and Postma, Inc. on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of Lesley, Thomas, Schwarz and
Postma, Inc., would have been referred to in its report on matters for which it
had been engaged as auditors. Lesley, Thomas, Schwarz and Postma, Inc.'s report
on the Company's financial statements for the period March 14, 2000 through
December 31, 2000 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles.
The letter of Lesley, Thomas, Schwarz and Postma, Inc. agreeing with the
statements herein above is attached as an exhibit.
Item 5. Other Events
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.........This Item 5 is Not Applicable.
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Item 6. Resignations of Registrant's Directors
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As provided in the Stock Exchange Agreement, the directors of the
Registrant resigned on the date of closing, April 17, 2001, nominating Christian
Mehringer as Chairman of the board of directors. Mr.Mehringer appointed Dana
O'Connor and Ali Moussavi as directors to fill the vacancies on the board of
directors. Mr.Mehringer was elected by the board of directors as Chief Executive
Officer and Secretary and Mr.O'Connor was elected as President.
Item 7. Financial Statement, Proforma, Financial Information and Exhibits
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(a) The financial statements of eCast Media Corporation, Inc. and MVD, Inc.
are being prepared on a consolidated basis for filing. The Registrant
respectfully requests the extension of time for filing for sixty (60) days from
the date hereof pursuant to Form 8-K.
(b) Exhibits
Exhibit number
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2.0 Stock Exchange Agreement (previously filed)
3.1 Certificate of Amendment to the Certificate of Incorporation
(previously filed.)
23.1 Letter of Lesley, Thomas, Schwarz and Postma, Inc. dated May 31, 2001.
Item 8. Change in Fiscal Year
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This Item 8 is Not Applicable.
Signatures
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.
MVD, Inc.
By: /s/ Christian Mehringer
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Name: Christian Mehringer
Title: Chief Executive Officer
Dated: May 31, 2001