To: Leroyt who wrote (138 ) 11/22/1999 5:39:00 PM From: Walter Morton Read Replies (1) | Respond to of 194
Historical Overview from the 10-12G SEC filing on 11/17/99: The Company initially focused its efforts on hosting web-sites as an Internet service provider (ISP) and providing related services. Prior to 1999, management determined it favorable to eliminate all ISP activity and focus efforts on development of its Castnet.com(TM) web-site, which integrates motion picture, television and theatrical talent casting and agent submission services for the entertainment industry. When management eliminated all ISP activity, it also abandoned the Company's then-most significant revenue stream, leaving it unable to function without repeated infusions of capital. The Company, at present, has significant debt from debt instruments, expenses, leases, and exorbitant salaries paid, all of which were incurred under prior management. In May, 1998, significant capital was obtained through the efforts of Mr. Paul Kessler and Bristol Asset Management, LLC, which funded critical operations through use of a convertible debt instrument; the Board of Directors and certain key officers were permitted to fund the Corporation on the same (or pari passu) basis as Bristol Asset Management. Mr. Kessler sought alliances with several entertainment industry representatives and successfully elected Marion Dougherty and Roland Joffe to the Company's Board of Directors. Mr. Kessler allowed the Company's management to continue operations for some time after conversion of the Bristol debt, but learned, after the first quarter of 1999, that key employees did not meet objectives and were not operating the Company in a manner which would allow it to prosper. Shortly thereafter, Mr. Kessler sought a management team capable of analyzing the Corporation's difficulties, resolving the morass of claims threatened or levied against it and restructuring operations. During June, 1999, Mr. Kessler engaged Mr. Mohamed Hadid as the Company's Chairman of the Board of Directors. During the second and third quarters of 1999, Mr. Hadid and Mr. Kessler worked together on a plan to manage the Company's immediate financial and business needs, including the infusion of additional capital. Mr. Hadid sought strategic alliances with Jean Claude Van Damme and Tony Cataldo and was successful in obtaining their commitments to assist the Corporation with further development and expansion of its Castnet.com(TM) services. Mr. Hadid and Mr. Kessler obtained a renewal of the commitment of Thom Mount to serve on the Company's Board of Directors and as the Company's liaison with the Producers Guild of America. Mr. Hadid also internalized the Corporation's legal affairs, which were formerly administered by a number of outside counsel at great expense to the company. Third quarter efforts focused on restoration of financial integrity of the corporation, management of the corporation's legal affairs, implementation of financial and human resource controls, restructuring of Castnet.com(TM) services, expansion of service areas, design, implementation, and rollout of new services, formation of strategic alliances, review of year 2000 compliance issues, design, evaluation, and programming of new relational databases, and general programs calculated to increase sales revenue and market share. During the period extending from July through October, 1999, several employees were dismissed. As the company entered the fourth quarter of 1999, efforts focused on introduction of two new services, CastnetBabies.com and CastnetExtras.com, which the Company believes will significantly increase its market share and allow for growth of its current subscriber base. The company redesigned and reprogrammed its Castnet.com(TM) "front page" and continued to develop a series of relational databases with technological advances intended to increase efficiency and ease of use of the services provided through Castnet.com.(TM) The company continues to develop strategic alliances in domestic and foreign markets upon which it can capitalize as it moves into the new millennium.