SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 10, 1997.
Media Entertainment, Inc.
(Exact name or registrant as specified in its
charter)
NEVADA
33-26385
72-1346591
(State or other jurisdiction(Commission File
No.)(I.R.S. Employer
of incorporation) Identification No.)
8748 Quarters Lake Road, Baton Rouge, Louisiana
70809
(Address of principal executive offices, including
zip code)
Registrant's telephone number, including area code:
(504) 922-7744
Form 8-K
Media Entertainment, Inc.
Item 5. Other Events.
Change in Development Priority
On October 10, 1997, the Executive Committee of the
Board of Directors of Media Entertainment, Inc., a
Nevada corporation (the "Company"), approved a
change in the Company's priority of business
development opportunities.
The Company's former development priority was: (1)
wireless cable television markets, beginning with
the Poplar Bluff and Lebanon, Missouri, markets; (2)
community (low power) television stations, beginning
with the Baton Rouge, Louisiana, market; and (3)
wireless internet Baton Rouge, Lousiana, and Dallas,
Texas, markets.
The Company's new development priority is (1)
wireless internet markets, (2) community (low power)
television markets and (3) wireless cable television
markets. The change in development priority is a
result of the unexpectedly rapid completion of a
market-ready version of the Company's Wireless
Internet Access System.
The Company currently stands ready to begin
commercial exploitation of its Wireless Internet
Access System, and is seeking capital with which to
do so. Should capital be available, the Company
intends to commence Wireless Internet Service
Provider (ISP) operations in Baton Rouge, Louisiana,
Dallas, Texas, and an as-yet unidentified mid-size
city in the Southwestern U.S. There is no assurance
that the Company will be successful in obtaining
capital with which to commence its proposed
operations.
Description of the Wireless Internet Business
The Company's proprietary Wireless Internet Access
System operates within a broadcast signal in the 900
or 2400 MHz band using two-way modems outfitted with
antennae. Thus, the Company's Wireless Internet
Access System differs substantially in design from
the wireless internet access available through
cellular telephones and differs substantially from
traditional telephone-line-based Internet Service
Providers because there is no reliance on hard wire
to transfer data. Yet, the Company's management
believes the Company's Wireless Internet Access
System is capable of greater utility at lower cost
than these other modes of Internet access.
It is the belief of the Company's management that
the Company's Wireless Internet Access System
provides the following competitive advantages for
attracting potential business customers over other
Internet access modes:
- Speed. During testing, the Company's Wireless
Internet Access System provided a minimum data
transmission speed of 64kbs, with data transmission
speed capability of up to the equivalent of a T1
telephone line (that is, the data transmission
capability equivalent of 24 ISDN-telephone lines).
The Company intends to guaranty ISDN-equivalent data
transmission speed to all business customers who
desire such speed.
- Lower Cost. It is expected that the Company's
Wireless Internet Access System will, depending on
the particular market, offer ISDN-equivalent data
transmission speed at a cost of 30% to 40% less than
hard-wire ISDN lines currently offered by local
telephone companies. In addition, it is expected
that the Company's Wireless Internet Access System
offers significant savings over
cellular-telephone-based Internet access methods,
inasmuch as the Company's Wireless Internet Access
System will be a monthly flat-rate charge rather
than a per-minute charge.
- Encryption. The Company's Wireless Access System
is designed to allow the encryption (scrambling) of
its broadcast signal, thereby offering a high degree
of security to potential business customers who wish
to transmit confidential information over the
Internet. As designed, such encryption capability
would not add significantly to the cost of the
Company's Wireless Internet Access System to its
potential business customers.
- Mobility. As currently configured, the Company's
Wireless Internet Access System would allow service
personnel of a business to file contemporaneous
reports, request and receive technical assistance
and perform other computer-based functions from a
customer's place of business or from a service
vehicle, even if the service vehicle is traveling to
the next destination. The Company believes this
mobility feature of its Wireless Internet Access
System will be attractive to potential business
customers.
- Ethernet Capability. As designed, the Company's
Wireless Internet Access System is compatible with
existing so-called "ethernet" systems. Generally, an
ethernet can be described as a self-contained
network of desk-top computers, often located in the
same building, through which individual computer
users can communicate electronically (i.e., via
e-mail), as well as access the Internet. Management
of the Company believes the Company is capable of
designing and installing an enthernet system in any
existing building by installing a wireless
communications system that links all computers,
including computers that are to remain linked via
hard wire, to one another and provides all computer
users access to the Internet. The Company believes
that its ability to provide a wireless ethernet
system at substantially lower cost than that of a
hard-wire ethernet system will be a competitive
advantage.
- No Telephone Company Involvement. Because the
Company's Wireless Internet Access System does not
utilize telephone lines, Company customers will not
be required to incur the expense of a hard-wire
telephone line through which to access the Internet.
The Company believes this characteristic will be
appealing to potential business customers. Also, in
the many areas where there exists disdain for the
local telephone company, the Company believes it
will be able to gain business customers, at least in
part, by emphasizing the fact that the local
telephone company will no longer be needed for
Internet access.
The Company anticipates that its Wireless Internet
Access System will be able to satisfy any other
special requirements of a potential business
customer, without significantly adding to the
system's cost to that customer. However, there can
be no assurance that such will be the case.
Initially, the Company's Wireless Internet Access
System will be marketed to the business sector.
However, the Company is currently finalizing plans
for the presentation of its Wireless Internet Access
System to home-based Internet users. Management of
the Company believes that the Company is currently
able to offer Internet access to homes at a lower
cost than is currently offered by
telephone-line-based Internet Service Providers,
when a home-based user has installed a second line
dedicated to fax/Internet capabilities. However, the
Company expects that it will not begin to market to
home-based Internet users until its has determined
exactly what services each of its Wireless Internet
Service Providers will offer subscribers. Currently,
it is the Company's intention to offer a full array
of video entertainment via its Wireless Internet
Access System. This is easily achieved due to the
fact that the Company's Internet connection can be
routed to the user's television using existing,
relatively inexpensive technology. The Company
expects that, over a period of about five years,
each of its Wireless Internet Access Providers
would, assuming market conditions permit, be able to
offer its subscribers the following services,
including others that, given the rapid evolution of
technology, may not currently exist:
- Movies. The design of the Company's Wireless
Internet Access System leads the Company's
management to believe that the Company will be able
to offer an ever-expanding movie list, all of which
would be available, in real time, at any time, upon
request of the subscriber. It is expected that each
movie would be sold, or "rented", to subscribers at
a cost that would be less than the same movie were
it to be rented from the local video rental store.
The primary impediment to the Company's offering
this service is its lack of capital with which to
acquire necessary equipment, as well as digitized
copies of the desired movies.
- Pay-Per-View Events. The design of the Company's
Wireless Internet Access System leads the Company's
management to believe that the Company will be able
to offer to its subscribers access to pay-per-view
events, such as concerts and sporting events,
including boxing matches, such as are currently
available from time to time through local cable
television systems. The primary impediment to the
Company's offering this service is its lack of
capital with which to purchase necessary equipment,
including satellite dishes.
- "Cable" Television. Although the Company expects
that consumer acceptance will be sluggish at first,
the design of the Company's Wireless Internet Access
System leads the Company's management to believe
that, with adequate capital for equipment and
advertising, as well as consumer education, the
Company will be able to provide a competitive
offering of "cable" television channels that will
equal to those offered by any local cable television
company and direct broadcast satellite systems. It
is quite possible that market forces will dictate
that this type of service would not be introduced to
consumers for the foreseeable future. No prediction
in this regard can be made.
The foregoing services that might be offered in the
future by the Company remain in the development
stage and no introduction date has been set by the
Company's management. All of the services described
appear to be possible after initial tests, due to
the high-speed data transmission capabilities of the
Company's Wireless Internet Access System.
Additional applications are currently being
developed by the Company. No prediction as to when
any or all of these services will be ready for
commerical exploitation.
This Current Report on Form 8-K contains certain
"forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange
Act of 1934. All statements, other than statements
of historical facts included in this Current Report
on Form 8-K, including, without limitation, those
under "Change in Development Priority" and
"Description of Wireless Internet Business" above.
Suct statement are subject to certain risks and
undertainties, such as changes in prices or demand
for the Company's products as a result of
competitive actions or economic factors, changes in
the cost of equipment, changes in operating costs
resulting from new technologies or inflation and the
Company's ability to gain access to capital markets
and/or commercial bank financing on favorable terms.
Should one or more of these risks or uncertainties,
among others, materialize, actual results may vary
materially from those estimated, anticipated or
projected. Although the Company believes that the
expectations reflected by such forward-looking
statements are reasonable based on information
currently available to the Company, no assurance can
be given that such expectation will prove to have
been correct. Cautionary statements identifying
important factors that could cause actual results to
differ materially from the Company's expectations
are set forth in this Current Report on Form 8-K,
including, without limitation, in conjunction with
the forward-looking statements included in this
Current Report on Form 8-K that are referred to
above. All forward-looking statements included in
this Current Report on Form 8-K and all subsequent
oral forward-looking statements attributable to the
Company or persons acting on its behalf are
expressly qualified in their entirety by these
cautionary statements.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: October 21, 1997.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President
Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File No. 333-26385
Media Entertainment, Inc.
(Exact Name of Small Business Issuer as Specified in its
Charter)
NEVADA
72-1346591
(State or Other Jurisdiction
of incorporation or
organization)
I.R.S. Employer
Identification Number
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of Principal Executive Offices, including Zip Code)
(504) 922-7744
(Issuer's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that Registrant as required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date:
Class Outstanding as of 9-2-97
Common Stock, $.0001 par value 6,170,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
MEDIA ENTERTAINMENT, INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED BALANCE SHEET
12/31/96
6/30/97
(unaudited)
ASSETS
CURRENT ASSETS
Cash
$ 14,502
$ 26,315
Accounts receivable
310
310
Prepaid expenses
0
0
Total current assets
14,812
26,625
PROPERTY AND EQUIPMENT, net of
accumulated depreciation or $706
and $1,058, respectively
196,214
199,149
INVESTMENT IN JOINT VENTURE
0
13,100
INTANGIBLES
Organization costs, net of
accumulated amortization of $19 and
$56, respectively
550
513
Licenses and rights to leases of
licenses, net of accumulated
amortization of $725 and $1,485,
respectively
22,024
26,265
22,574
26,778
Total assets
$233,600
$265,652
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Notes payable to stockholder
50,000
83,000
Accounts payable
0
6,188
Accounts payable - affiliate
10,069
10,069
Accrued interest
820
2,540
Total current liabilities
60,889
101,797
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value,
100,000,000 shares authorized,
6,000,000 and 6,170,000 shares
issued and outstanding,
respectively |
