...Part VII...forget it, there is no end:
Genesis Media Group, Inc. Announces Corporate Update
PR Newswire - March 08, 1999 11:16
LOS ANGELES, March 8 /PRNewswire/ -- Genesis Media Group, Inc., (OTC Bulletin Board:
GNNX) has been through several changes over the last year. The Board of Directors have held special
meetings and, based on certain factors that relate to the impact these changes have had on the
company, and the shareholders of Genesis, the company has implemented a corporate restructure for
the future operations and long term goals of Genesis. Particular issues are as follows:
A. Sale of Substantial Percentage of Company:
An agreement for the sale of a vast majority of the outstanding shares of Genesis, owned by Don R.
Logan, has been reached with a private group of investors, and as a result, a substantial percentage of
these outstanding shares of Genesis will be owned by these new investors. The minimum purchase
price for the shares that are subject to this agreement is, fifty cents ($.50) per share. As part of his
desire to contribute to the financial health of Genesis, Mr. Logan has relinquished his rights to accrued,
deferred and unpaid compensation in an amount in excess of one hundred thousand dollars
($100,000).
B. Change of Business Plans and Strategies by the Company:
As a general principle, the Board of Directors has determined that the Company has engaged in
several business opportunities that require diverse endeavors, which cannot be reconciled for a strong
and consistent market direction, that involve speculative analysis of data related to project costs and
revenues, and would rely on outside management. Upon review of the pertinent and relevant
information and in the exercise of the company's due diligence, the Board of Directors has determined
that several prior transactions would involve substantial risk to the company, and would not be
potentially rewarding to Genesis or its shareholders as previously anticipated. Additionally, the Board
of Directors was presented with, and has considered alternative business plans and strategies which
are described in more detail below. These plans and strategies, would focus the market direction of the
company, and would assist in making the company a serious "player" in the entertainment industry. This
would involve substantial and reliable contracts and contacts, which would be accomplished through
internal management, and would result in far less risk and, therefore, greater benefit to Genesis and its
shareholders. Accordingly, the Board of Directors has determined certain dispositions with respect to
the prior transactions of the company, and to implement some of the alternative business plans and
strategies as more fully set forth below.
C. Dispositions Concerning Prior Transactions:
1. Telecommunication Marketing Contracts --
In the process of reviewing the several contractual agreements relating to the telecommunication
marketing contracts, the Board of Directors has considered price fluctuations in the marketplace,
competition in the marketplace, changing technology in the telecommunication industry, potentially
hidden and escalating costs involved in the management, performance or implementation of these
contractual agreements, and the reliance on outside management for the execution and implementation
of the contractual agreements, which would reflect on the market direction of the Company, and the
potential return to the Company and its shareholders. Based upon these foregoing considerations, the
Board of Directors has determined that the Company should refrain from any extensive efforts to
execute or implement these telecommunication marketing contracts that the Company has established.
As a result, the Board of Directors is actively seeking to sell Genesis' interests in these
telecommunication marketing agreements and obtain the most beneficial return from said sale.
2. Genetic Evolutionary Nutrition (GEN):
In the process of reviewing the several contractual agreements relating to the acquisition of the assets
of GEN, the Board of Directors have considered relevant and material information and representations
made by third parties that induced the Company to enter into the GEN Agreements. Based upon the
Company's investigations to date, and the review of relevant documents by the Board of Directors, the
Board of Directors has determined that: (1) a Charles Willette and affiliates or assigns, who acted as a
business broker and promoter for GEN, among other business entities, made affirmative and fraudulent
representation of facts to the Company, concerning the financial condition of GEN (including, the
understating of account payable liabilities), as well as certain actions, that Charles Willette et. al. would
perform prior to the closing of this transaction, and (2) that by the foregoing acts and omissions,
Charles Willette et. al., may have violated, "inter alia," various provisions of federal securities laws.
Genesis regrets that, as a result, the Company is engaged in and will engage in litigation to sever all
business relationships involving Charles Willette, et. al.; however, the Board of Directors, mindful of its
obligation to maintain the integrity of all transactions involving public corporations, determined that such
action on behalf of the Company was necessary and proper. Additionally, the Board of Directors has
determined that Genesis will still seek to establish a positive working relationship with GEN in the
future, without any of the artifices or schemes of Charles Willette et. al.
3. Octavia Entertainment:
In the process of reviewing the several contractual agreements relating to the acquisition of assets of
Octavia Entertainment, the Board of Directors have considered relevant and material information and
representations made by third parties that induced the Company to enter into the Octavia
Entertainment Agreements. Based upon the Company's investigations to date, and the review of
relevant documents by the Board of Directors, the Board of Directors has determined that: (1) a
Charles Willette and affiliates or assigns, who acted as a business broker and promoter for Octavia
Entertainment, among other business entities, made affirmative and fraudulent representation of facts to
the Company, concerning the financial condition or assets of Octavia Entertainment (including, the
understating of equipment inventory), as well as certain actions, that Charles Willette et. al., would
perform prior to the closing of this transaction, and (2) that by the foregoing acts and omissions,
Charles Willette et. al., may have violated, "inter alia," various provisions of federal securities laws.
Genesis regrets that, as a result, the Company is engaged in and will engage in litigation to sever all
business relationships involving Charles Willette, et. al.; however, the Board of Directors, mindful of its
obligation to maintain the integrity of all transactions involving public corporations, determined that such
action on behalf of the Company was necessary and proper. Additionally, the Board of Directors has
determined that Genesis will still seek to establish a positive working relationship with Octavia
Entertainment in the future, without any of the artifices or schemes of Charles Willette et. al.
4. James Dean:
The Board of Directors has been advised that this project is in its final stages of production. The final
music is in the process of being set to the project. Genesis is a 50% / 50% partner with Tin-Type
Productions, on all revenue generated from this project, after associated costs. Genesis is currently
awaiting a project completion outline, with an attached distribution schedule. More information will be
released once it is obtained.
5. Coast Paradise Entertainment: (Hopey the Hound Dog):
In the process of reviewing the several contractual agreements relating to the Coast Paradise
Entertainment transaction, the Board of Directors considered potentially hidden and escalating costs
involved in the management, performance or implementation of the contractual agreements, the
absence of verifiable information concerning the merchandising of certain products related to the
agreements, reliance on outside management for the execution and implementation of the contractual
agreements, the effect on the market direction of the Company, and the potential return to the
Company and its shareholders. Based upon the foregoing considerations, the Board of Directors have
determined that the Company should refrain from any extensive efforts to execute or implement the
Coast Paradise Entertainment agreements without further assurances or information concerning the
merchandising of certain products related to the agreements. Upon receipt of such assurances and
information, the Board of Directors has determined that Genesis will still seek to establish a positive
working relationship with Coast Paradise Entertainment in the future.
6. Midnight Marquee Entertainment (M4 Radio):
In the process of reviewing the several contractual agreements relating to the Midnight Marquee
Entertainment transaction, the Board of Directors considered potentially hidden and escalating costs
involved in the management, performance or implementation of the contractual agreements, the
absence of verifiable information concerning the merchandising of certain products related to the
agreements, reliance on outside management for the execution and implementation of the contractual
agreements, the effect on the market direction of the Company, and the potential return to the
Company and its shareholders. Based upon the foregoing considerations, the Board of Directors have
determined that the Company should refrain from any extensive efforts to execute or implement the
Midnight Marquee Entertainment agreements without further assurances or information concerning the
merchandising of certain sponsorships related to the agreements. Upon receipt of such assurances and
information, the Board of Directors has determined that Genesis will still seek to establish a positive
working relationship with Midnight Marquee Entertainment in the future.
D. A Strengthened Business Plan: New Transactions
The Board of Directors has determined that in order to strengthen the business strategies of Genesis, it
was necessary and proper to enter into certain new transactions which will involve the same essential
market direction. Specifically, the Board of Directors has determined to accelerate the development of
the Company's entertainment sales division by incorporating professional distribution, acquiring new
interests in the exploitation of audio recordings, entering into joint venture production relationships with
legendary performers in the entertainment industry, and focusing the efforts of management on
historically valuable properties. In connection with this series of efforts, the Board of Directors is proud
to announce the new transactions which will carry the Company aggressively into the 21st century.
1. Agreement with The Montclair Organization, L.L.C. and Affiliates:
The Company has entered into an agreement with The Montclair Organization, Partners and affiliates
whereby Genesis shall acquire certain assets, including but not limited to exploitation rights and/or
royalty interest in certain audio master recordings containing the compositions and vocal performances
of Bruce Springsteen.
2. Agreement with FYBR Partners:
The Company has entered into an agreement with FYBR Partners and affiliates whereby Genesis shall
acquire certain assets, including but not limited to exploitation rights and/or royalty interest in certain
audio master recordings containing vocal performances of Jimi Hendrix.
3. Agreement with The Louisiana Hayride Partners:
The Company has entered into an agreement with The Louisiana Hayride Partners and affiliates
whereby Genesis shall acquire certain assets, including but not limited to exploitation rights and/or
royalty interest in certain audio master recordings from the Louisiana Hayride radio broadcasts, known
nationally as "The Cradle of the Stars," which contains early historical vocal performances of Elvis
Presley, Johnny Cash, Faron Young, Jim Reeves and many others.
4. Agreement with V-Disc Partners:
The Company has entered into an agreement with V-Disc Partners and affiliates whereby Genesis shall
acquire certain assets, including but not limited to exploitation rights and/or royalty interest in certain
World War II audio recordings, which contains historical vocal performances of Tommy and Jimmy
Dorsey, Glenn Miller, Harry James, Bing Crosby, Duke Ellington, Lena Horne, The Andrews Sisters,
and many others.
5. Agreement with FourStar Direct Partners:
The Company has entered into an agreement with FourStar Direct Partners and affiliates whereby
Genesis shall acquire certain assets, including but not limited to exploitation rights and/or royalty
interest in certain audio master recordings from the FourStar Records and Challenge Records catalogs,
which contains early historical vocal performances of Patsy Cline, the Champs ("Tequilla") and many
others.
6. Agreement with Judy Garland Partners:
The Company has entered into an agreement with Judy Garland Partners and affiliates whereby
Genesis shall acquire certain assets, including but not limited to exploitation rights and/or royalty
interest in certain audio master recordings from the Judy Garland television shows, which contains
historical vocal performances of Judy Garland, Frank Sinatra, Dean Martin, Barbra Streisand, Tony
Bennett, Liza Minelli, Ethel Merman, Mickey Rooney and others.
7. Agreement with Avcon Group:
The Company has entered into an agreement with the Avcon Group for the joint production and
exploitation of a television series entitled "Let's Do It Again" featuring Frankie Avalon as the host.
8. Agreement with V&R Distribution:
to be continued... |
