Owner
Post by Franko10 ™ on Dec 29, 2005 7:36:14 GMT -5
knobias.10kwizard.com/filing.php?repo=tenk&ipage=3858673&doc=1&total=&back=2&g=&attach=on
Common stock to be Offered for resale by selling stockholders ~ 12,534,647 ~ the PPS ~ $0.25 ~ Proposed maximum aggregate ~ $3,133,661.70 ~ Amount of registration fee ~ 368.83
(1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Fee calculated in accordance with Rule 457(c) of the Securities Act. Estimated for the sole purpose of calculating the registration fee.
(3) Fixed offering price was set by the selling shareholders until securities are quoted on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
RELATING TO THE RESALE OF UP TO 12,534,647 SHARES OF
FUEGO ENTERTAINMENT, INC. COMMON STOCK
The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Fuego Entertainment, Inc. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 12,534,647 shares of our common stock which were
issued from January 1, 2005, to December 15, 2005, in connection with private placements;
There is currently no public market for our shares.
The sales price to the public was set by the selling shareholders at $0.25 per share for a total of $3,133,661.70. The price of $0.25 per share is a fixed
price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices. We cannot guarantee that our shares of common stock will ever be quoted on the Over-the-Counter Bulletin Board or other national exchange. As a result, no public market for our shares of common stock may ever develop and investors
may not be able to resell their shares.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _____________.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a resale registration statement. The selling shareholders ("Selling Shareholders") may sell some or all of their shares in
transactions from time to time.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely upon it. You should assume that the information appearing in this prospectus, as well as the information we file with the Securities and Exchange Commission ("SEC") and incorporate by reference in this prospectus is accurate only as of the date of the documents containing the information. As used in this prospectus, the terms "we", "us", "our", the "Company", and "Fuego Entertainment, Inc." All dollar amounts refer to United States dollars unless otherwise indicated.
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
GENERAL
Fuego Entertainment, Inc. was originally incorporated under the laws of the State of Nevada on December 30, 2004 as" Durango Entertainment, Inc.". On February 15, 2005, we filed a Certificate of Amendment with the State of Nevada changing our name to "Fuego Entertainment, Inc." Our executive offices are located at 19250 NW 89th Court, Miami, Florida 33018, and our telephone number
is (305) 829-3777.
OUR BUSINESS
We are engaged in the business of directing, production, marketing, and distribution of entertainment products, including feature and short films, documentaries, television shows, music, and tour productions. We also provide management, marketing, and public relations services to the entertainment
industry
THE OFFERING
The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Fuego Entertainment, Inc. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 12,534,647 shares of our common stock which were
issued from January 6, 2005 (per table), through December 15, 2005, in connection with private placements.
The sales price to the public was set by the selling shareholders at $0.25 per share for a total of $3,133,661.70. The price of $0.25 per share is a fixed
price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices. We cannot guarantee that our shares of common stock will ever be quoted on the Over-the-Counter Bulletin Board or other national exchange. As a result, no public market for our shares of common stock may ever develop and investors
may not be able to resell their shares. See "Plan of Distribution" on page 27 for a further description of how the Selling Shareholders may dispose of the shares covered by this prospectus.
FOR THE PERIOD FROM DECEMBER 30, 2004 (INCEPTION) TO MAY 31, 2005
Our net income for the period from inception to May 31, 2005 (a 5 month period) was $39,489. Substantially all, or $121,628 of the $125,128 of operating revenues were generated from the filming of corporate videos. The balance of $3,500 was earned as consulting revenues under a 6 month contract commencing in August 2005. Cost of the corporate videos of $17,000 and related overhead consisting of general and administrative expenses of $51,494 and depreciation of $411, resulted in net income of $39,489 after reduction for income taxes of
$16,734.
The filming activities, all of which were completed as of May 31, 2005, consisted of shooting corporate videos for three U S companies whose projects were filmed in California, Canada and Ecuador. These companies were Nevada Minerals, United States Canadian Minerals and CMKM Extreme Machines. The nature of the these filming projects consisted of 1), the filming of gold mining
operations and production in Ecuador and Canada for two of companies, and 2), a car racing video which included interviews with the race car team investors, its personnel including management, drivers, mechanics, the assembly of a race car, and the race fans. There were no major expenses incurred in filming any of the three (3) videos, and there were no outsourcing arrangements in connection with any of the three (3) videos. This latter video produced the major portion of filming revenues because we were hired to shoot a video that was going to be used as a presentation/pilot for a possible reality show regarding how to organize an National Hot Rod Association ("NHRA") racing team. This required a preproduction, meaning preparing for the shoot: writing a script, asking the NHRA permission to film in their locations, (no cost involved for this) and traveling to several cities.
PROJECTS
The Trader Show is a reality television show based on the real life activities of amateur and professional stock traders. While there are many forms of stock trading, The Trader Show places an emphasis on the activities of day traders. The show focuses on the real life activities of Anthony Pullicino (A.K.A., The Trader), who quit his sales position at a BMW dealership in order to satisfy his
desire to perfect his trading abilities and earn even greater profits. The show includes Anthony's circle of influence, from those who give advice to him to those he advises. As Anthony investigates and researches public companies to
invest in, it is necessary from time to time for him to venture out and actually be on the site of his next investment. From gold mining companies in Ecuador, to
diamond mining companies in Canada, to financial organizations in the U.S., The Trader Show follows the trail of The Trader, documenting his every move and
delivering it to television sets around the country. Ups and downs, profits and losses, happiness and sadness, The Trader Show captures it all and shows the reality of life as a stock trader to the world. We have no firm plans for its
showing. The Show is still in production stages having shot 4 episodes out of 12 needed to complete a pilot for a first season. Mr. Pullicino participated in the shooting of several scenes and assisted in developing the original concept of
the show. Mr. Pullicino is no longer the central character of the show, there are no other relationships between us and Mr. Pullicino regarding this show, and there are no outstanding obligations owed to Mr. Pullicino regarding his participation in this show.
The show was created by Hugo Cancio. The show is meant to capture the dynamics of investing in the stock markets. We have completed filming several episodes
for the show, however we have temporarily stopped filming to rewrite the script. Originally the show was based on the life of one individual who is an active investor, a stock trader, we are now writing the script to where there are now ten investors competing against each other.
Competition is a key ingredient in today's reality shows, and we want our show to be able to successfully compete
with other similar reality shows. There can be no assurance that we will be successful in achieving this goal.
It is not part of our revised script for our show to visit any gold mine in Ecuador. Mr. Pulluccino is no longer the main character on our show and therefore will not be making any visits as part of the cast of the show.
The diamond mining companies that Mr. Pullucino was going to investigate were; Dee Beers, and Shore Gold. There is no direct or indirect relationship between
Fuego Entertainment or Mr. Cancio with any of these companies. These companies were selected by Mr. Pullicino as they are the only active mining companies in
Canada.
There are currently three people working on the creation of the show and that includes Hugo Cancio as the show creator and Executive producer.
A budget will be determined once the new script is finalized. Once we have finalized our new version of the script, we will contact several television and cable network executives to pitch them the idea for our reality show.
Expected revenues for this project are speculative at this time and cannot be precisely determined or predicted. There is no assurance the show will ever be picked up by any network or that it will ever generate any revenue.
~~~~~~~~~~~
The Trader Show is a reality television show based on the
real life activities of amateur and professional stock traders. The Trader Show places an emphasis on the
activities of day traders.
Gold in Ecuador is the story of a small mining town of
Portobello. In 1916 Mellick Tweedy traveled on a mule
thought the jungle of a small mining tow in Ecuador, this
small town became one of the biggest gold exporters in South America. Fifty years ago American company SADCO, abandoned the American shaft, one of the oldest gold mines in the world, leaving the town of Portobello and its people in ruins. Today, the people of Portobello have a new hope, or do they? The Americans are back in Portobello searching for Gold.
One Million Millionaires, This is a documentary that will
capture the life of a controversial individual, Mr. Urban
Casavant and his dream of making 1 million millionaires. For
some he is the hope of their life, for others he is a
dreamer, however, thousands follow him and wait patiently. The film will cover his life from the time he was a low-income earning prison guard to multimillion-dollar businessman.
Counterfeit Conspiracy is a documentary on stock market scandals: Still in production filming several more interviews. Wall Street insider trading scandals from the 1980's to present, covers the various scandals, reportage of court documents, testimony, and interviews with some participants to fashion an authoritative account of what happened. For example, Milliken, the Drexel Burnham Lambert junk bond king who convinced many savings institutions and insurance companies to buy these bonds in large quantities.
It will also document the illegal practice of Naked Short
Selling perpetrated by some offshore organizations and
self-inflicted by some companies.
Common stock to be Offered for resale by selling stockholders ~ 12,534,647 ~ the PPS ~ $0.25 ~ Proposed maximum aggregate ~ $3,133,661.70 ~ Amount of registration fee ~ 368.83
(1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Fee calculated in accordance with Rule 457(c) of the Securities Act. Estimated for the sole purpose of calculating the registration fee.
(3) Fixed offering price was set by the selling shareholders until securities are quoted on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
RELATING TO THE RESALE OF UP TO 12,534,647 SHARES OF
FUEGO ENTERTAINMENT, INC. COMMON STOCK
The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Fuego Entertainment, Inc. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 12,534,647 shares of our common stock which were
issued from January 1, 2005, to December 15, 2005, in connection with private placements;
There is currently no public market for our shares.
The sales price to the public was set by the selling shareholders at $0.25 per share for a total of $3,133,661.70. The price of $0.25 per share is a fixed
price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices. We cannot guarantee that our shares of common stock will ever be quoted on the Over-the-Counter Bulletin Board or other national exchange. As a result, no public market for our shares of common stock may ever develop and investors
may not be able to resell their shares.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _____________.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a resale registration statement. The selling shareholders ("Selling Shareholders") may sell some or all of their shares in
transactions from time to time.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely upon it. You should assume that the information appearing in this prospectus, as well as the information we file with the Securities and Exchange Commission ("SEC") and incorporate by reference in this prospectus is accurate only as of the date of the documents containing the information. As used in this prospectus, the terms "we", "us", "our", the "Company", and "Fuego Entertainment, Inc." All dollar amounts refer to United States dollars unless otherwise indicated.
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
GENERAL
Fuego Entertainment, Inc. was originally incorporated under the laws of the State of Nevada on December 30, 2004 as" Durango Entertainment, Inc.". On February 15, 2005, we filed a Certificate of Amendment with the State of Nevada changing our name to "Fuego Entertainment, Inc." Our executive offices are located at 19250 NW 89th Court, Miami, Florida 33018, and our telephone number
is (305) 829-3777.
OUR BUSINESS
We are engaged in the business of directing, production, marketing, and distribution of entertainment products, including feature and short films, documentaries, television shows, music, and tour productions. We also provide management, marketing, and public relations services to the entertainment
industry
THE OFFERING
The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Fuego Entertainment, Inc. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 12,534,647 shares of our common stock which were
issued from January 6, 2005 (per table), through December 15, 2005, in connection with private placements.
The sales price to the public was set by the selling shareholders at $0.25 per share for a total of $3,133,661.70. The price of $0.25 per share is a fixed
price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices. We cannot guarantee that our shares of common stock will ever be quoted on the Over-the-Counter Bulletin Board or other national exchange. As a result, no public market for our shares of common stock may ever develop and investors
may not be able to resell their shares. See "Plan of Distribution" on page 27 for a further description of how the Selling Shareholders may dispose of the shares covered by this prospectus.
FOR THE PERIOD FROM DECEMBER 30, 2004 (INCEPTION) TO MAY 31, 2005
Our net income for the period from inception to May 31, 2005 (a 5 month period) was $39,489. Substantially all, or $121,628 of the $125,128 of operating revenues were generated from the filming of corporate videos. The balance of $3,500 was earned as consulting revenues under a 6 month contract commencing in August 2005. Cost of the corporate videos of $17,000 and related overhead consisting of general and administrative expenses of $51,494 and depreciation of $411, resulted in net income of $39,489 after reduction for income taxes of
$16,734.
The filming activities, all of which were completed as of May 31, 2005, consisted of shooting corporate videos for three U S companies whose projects were filmed in California, Canada and Ecuador. These companies were Nevada Minerals, United States Canadian Minerals and CMKM Extreme Machines. The nature of the these filming projects consisted of 1), the filming of gold mining
operations and production in Ecuador and Canada for two of companies, and 2), a car racing video which included interviews with the race car team investors, its personnel including management, drivers, mechanics, the assembly of a race car, and the race fans. There were no major expenses incurred in filming any of the three (3) videos, and there were no outsourcing arrangements in connection with any of the three (3) videos. This latter video produced the major portion of filming revenues because we were hired to shoot a video that was going to be used as a presentation/pilot for a possible reality show regarding how to organize an National Hot Rod Association ("NHRA") racing team. This required a preproduction, meaning preparing for the shoot: writing a script, asking the NHRA permission to film in their locations, (no cost involved for this) and traveling to several cities.
PROJECTS
The Trader Show is a reality television show based on the real life activities of amateur and professional stock traders. While there are many forms of stock trading, The Trader Show places an emphasis on the activities of day traders. The show focuses on the real life activities of Anthony Pullicino (A.K.A., The Trader), who quit his sales position at a BMW dealership in order to satisfy his
desire to perfect his trading abilities and earn even greater profits. The show includes Anthony's circle of influence, from those who give advice to him to those he advises. As Anthony investigates and researches public companies to
invest in, it is necessary from time to time for him to venture out and actually be on the site of his next investment. From gold mining companies in Ecuador, to
diamond mining companies in Canada, to financial organizations in the U.S., The Trader Show follows the trail of The Trader, documenting his every move and
delivering it to television sets around the country. Ups and downs, profits and losses, happiness and sadness, The Trader Show captures it all and shows the reality of life as a stock trader to the world. We have no firm plans for its
showing. The Show is still in production stages having shot 4 episodes out of 12 needed to complete a pilot for a first season. Mr. Pullicino participated in the shooting of several scenes and assisted in developing the original concept of
the show. Mr. Pullicino is no longer the central character of the show, there are no other relationships between us and Mr. Pullicino regarding this show, and there are no outstanding obligations owed to Mr. Pullicino regarding his participation in this show.
The show was created by Hugo Cancio. The show is meant to capture the dynamics of investing in the stock markets. We have completed filming several episodes
for the show, however we have temporarily stopped filming to rewrite the script. Originally the show was based on the life of one individual who is an active investor, a stock trader, we are now writing the script to where there are now ten investors competing against each other.
Competition is a key ingredient in today's reality shows, and we want our show to be able to successfully compete
with other similar reality shows. There can be no assurance that we will be successful in achieving this goal.
It is not part of our revised script for our show to visit any gold mine in Ecuador. Mr. Pulluccino is no longer the main character on our show and therefore will not be making any visits as part of the cast of the show.
The diamond mining companies that Mr. Pullucino was going to investigate were; Dee Beers, and Shore Gold. There is no direct or indirect relationship between
Fuego Entertainment or Mr. Cancio with any of these companies. These companies were selected by Mr. Pullicino as they are the only active mining companies in
Canada.
There are currently three people working on the creation of the show and that includes Hugo Cancio as the show creator and Executive producer.
A budget will be determined once the new script is finalized. Once we have finalized our new version of the script, we will contact several television and cable network executives to pitch them the idea for our reality show.
Expected revenues for this project are speculative at this time and cannot be precisely determined or predicted. There is no assurance the show will ever be picked up by any network or that it will ever generate any revenue.
~~~~~~~~~~~
The Trader Show is a reality television show based on the
real life activities of amateur and professional stock traders. The Trader Show places an emphasis on the
activities of day traders.
Gold in Ecuador is the story of a small mining town of
Portobello. In 1916 Mellick Tweedy traveled on a mule
thought the jungle of a small mining tow in Ecuador, this
small town became one of the biggest gold exporters in South America. Fifty years ago American company SADCO, abandoned the American shaft, one of the oldest gold mines in the world, leaving the town of Portobello and its people in ruins. Today, the people of Portobello have a new hope, or do they? The Americans are back in Portobello searching for Gold.
One Million Millionaires, This is a documentary that will
capture the life of a controversial individual, Mr. Urban
Casavant and his dream of making 1 million millionaires. For
some he is the hope of their life, for others he is a
dreamer, however, thousands follow him and wait patiently. The film will cover his life from the time he was a low-income earning prison guard to multimillion-dollar businessman.
Counterfeit Conspiracy is a documentary on stock market scandals: Still in production filming several more interviews. Wall Street insider trading scandals from the 1980's to present, covers the various scandals, reportage of court documents, testimony, and interviews with some participants to fashion an authoritative account of what happened. For example, Milliken, the Drexel Burnham Lambert junk bond king who convinced many savings institutions and insurance companies to buy these bonds in large quantities.
It will also document the illegal practice of Naked Short
Selling perpetrated by some offshore organizations and
self-inflicted by some companies.
