Silver Screen Studios Inc · 10KSB · For 12/31/03

Filed On 4/14/04 8:53pm ET   ·   SEC File 333-108534   ·   Accession Number 1262456-4-8

Annual Report -- Small Business   ·   Form 10-KSB
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 1: 10KSB       Annual Report -- Small Business                       33±   143K 
 2: EX-31       Sarbane Oxley Certification Per Section 302            2±    11K 
 3: EX-32       Sarbane Oxley Certification Per Section 906            1      7K 

10KSB   ·   Annual Report -- Small Business
Document Table of Contents

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1                                                                               

U.S. SECURITIES AND EXCHANGE COMMISSION                   
Washington, D.C.  20549                   
____________________                    

FORM 10-KSB                   
Annual report                   
THE SECURITIES ACT OF 1933                    
____________________                    

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE                        
SECURITIES EXCHANGE ACT OF  1934.                                               

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003                   

OR          

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE                      
SECURITIES EXCHANGE ACT  OF  1934.                                              

For the transition period from __________ to          
__________                                                                      

Silver Screen Studios, Inc.               
(Exact Name of Registrant as Specified in Its Charter)                    

GEORGIA                               20-0097368                    
(State or Other Jurisdiction of      (I.R.S. Employer                   
Commission                    
Incorporation or Organization)      Identification                  
No.)                                                                            

101 Marietta St., Suite 1070                    
Atlanta, GA 30303                   

(Address of Principal Executive Offices, Including Zip Code)                    
____________________                    

Thomas Ware, Esq.                   
Rosenfeld, Goldman & Ware, Inc.                   
101 Marietta St., Suite 1070                    
Atlanta, GA 30303                   
404-522-1202                    
(Name, Address, and Telephone Number of Agent for Service)                    

Securities registered under Section 12(b) of the                  
Exchange                                                                        
Act: NONE                                                                       
Securities registered under Section 12(g) of the                  
Exchange                                                                        
Act: COMMON                                                                     

Check   whether  the  issuer:  (1) filed all  reports               
required  to  be  filed by Sections  13  or  15(d)  of  the                     
Exchange  Act  during  the past  12  months  (or  for  such                     
shorter  period  that the registrant was required  to  file                     
such  reports),  and  (2)  has   been   subject   to   such                     
filing requirements  for  the  past  90  days.                                  
Yes [X]  No [ ]                                                                 

Check   if   there   is no disclosure  of  delinquent               
filers  in  response  to  Item  405   of   Regulation   S-B                     
contained   in   this   form,  and  no disclosure  will  be                     
contained,   to   the   best  of  registrant's   knowledge,                     
in  definitive proxy or information statements incorporated                     
by  reference  in  Part III of this  Form  10-KSB  or   any                     
amendment  to  this  Form  10-KSB.  [X]                                         

State   issuer's  revenues for its most recent fiscal               
year: $0.0 for the year  ended  December  31,  2003.                            

As  of December 31, 2003, the aggregate market  value               
of   the  common  stock  of  the  issuer   held   by   non-                     
affiliates,  based on the average bid and  asked  price  of                     
the  common   stock  as quoted on the OTC  Bulletin  Board,                     
was  $5,024,247.   As  of December 31,  2003,   106,000,000                     
shares  of  common  stock of the issuer were outstanding.                       

Transitional Small Business Disclosure Format:                
Yes [ ]                                                                         
No [X]                                                                          

PART I                      
ITEM 1                                                                          

Page                                                                            

Description of Business                                                         
3                                                                               

Description of Property                                                         
22                                                                              

Legal Proceedings                                                               
22                                                                              

Submission of  Matters to a Vote of Security Holders                            
22                                                                              

Market for Common Equity and Related Stockholders Matters                       
22                                                                              

Management's Discussion and Analysis or Plan of Operation                       
23                                                                              

Financial Statements                                                            
27                                                                              

Changes In and Disagreements with Accountants                                   
27                                                                              

Controls and Procedures                                                         
27                                                                              

Directors, Executive Officers, Compliance with Section                          
16(a) of the Exchange Act.                                                      
28                                                                              

Executive Compensation                                                          
29                                                                              

Security Ownership of Certain Beneficial owners and                             
Management and Related Stockholders Matters                                     
30                                                                              

Certain Relationships and Related Transactions                                  
30                                                                              

Exhibits, Financial Statements and Reports on Form 8-K                          
30                                                                              

Principal Accountant Fees and Services                                          
31                                                                              

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS                             

This ANNUAL Report on Form 10-KSB includes 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, as amended. We                                                            
have  based  these forward-looking statements  on  our  current                 
expectations and                                                                
projections   about   future  events.   These   forward-looking                 
statements are subject to                                                       
known and unknown risks, uncertainties and assumptions about us                 
that may cause                                                                  
our   actual  results,  levels  of  activity,  performance   or                 
achievements to be                                                              
materially  different  from  any  future  results,  levels   of                 
activity, performance or                                                        
achievements  expressed  or  implied  by  such  forward-looking                 
statements. In some                                                             
cases,   you   can  identify  forward-looking   statements   by                 
terminology such as "may,"                                                      
"will,"   "should,"   "could,"   "would,"   "expect,"   "plan,"                 
anticipate," believe,"                                                          
estimate,"  continue," or the negative of such terms  or  other                 
similar                                                                         
expressions. Factors that might cause or contribute to  such  a                 
discrepancy                                                                     
include,  but are not limited to, those in our other Securities                 
and Exchange                                                                    
Commission filings, including our Quarterly Report on Form  10-                 
QSB filed on November 21, 2003. The following discussion should                 
be  read  in  conjunction  with  our    Consolidated  Financial                 
Statements  and  related Notes thereto included  elsewhere   in                 
this report.                                                                    

PART I                                                                          
ITEM 1    DESCRIPTION OF BUSINESS                                               

OVERVIEW:                                                                       
Organization                                                                    

Silver Screen Studios, Inc. ("the Company") was organized to                    
engage   in   the  business  of,  development,   production,                    
financing   and   distribution  of   entertainment   related                    
products.  The  Company was incorporated  in  the  State  of                    
Georgia  in  May of 2003.  The company is the  result  of  a                    
reverse  holding  company merger formed by Group  Management                    
and  SSSG  Acquisition Corp. on August  23,  2003.    Silver                    
Screen Studios, Inc. trades on the Over the Counter Bulletin                    
Board  under  the symbol SSSU.  Silver Screen Studios,  Inc.                    
began  operations on August 23, 2003 in Atlanta, GA.   Group                    
Management  Corp.  was  undergoing a  restructuring  of  its                    
operations  and  management concluded due  to  the  business                    
conditions  of Group Management Corp. a merger  was  in  the                    
best interest of the shareholders of Group Management Corp.                     

General                                                                         

We are a multimedia entertainment company with a focus on           
developing  entertainment  content.  We  develop,  produce  and                 
distribute  a  broad range of music, motion picture  and  other                 
filmed  entertainment content through our  following  operating                 
subsidiaries:                                                                   

In  addition,  we  intend  to establish  a  music  publishing               
division,    a   television   production   division    and    a                 
producer/artist  management  division.  We  have  identified  a                 
market  opportunity  in  the entertainment  industry  resulting                 
from  the convergence of music and film in the world's  fastest                 
growing  consumer    entertainment product, the  digital  video                 
disc  ("DVD"). The percentage of DVD  unit sales has  increased                 
in   market   share  for  entertainment  content  delivery   to                 
consumers faster than any format in entertainment history.  The                 
DVD  has  received overwhelming market acceptance and response.                 
The  music industry has used the DVD to enhance the sale of its                 
products.  Many music fans have responded favorably to  concert                 
DVD's  and music video DVD's of their favorite artists.  It  is                 
the vision of our management team, our Chief Executive Officer,                 
and  industry consultants to focus on the DVD format as a means                 
to identify and enable creative artists to combine their visual                 
and  audio talents in a consumer product that will protect  the                 
proprietary nature of the content. Our mission is to become  an                 
independent multimedia entertainment company combining state-of-                
the-art  technologies  with  creative product  that  meets  the                 
growing demand of today's market.                                               

As  the  demand  for  cost-effective  entertainment  product,               
including digitally recorded music, television programming  and                 
film, continues to  increase, we believe that more of the major                 
entertainment  companies, including  radio, television,  cable,                 
film  and Internet service providers, will be turning   towards                 
independent  entertainment companies and production  facilities                 
to   deliver   product  and  programming   to   improve   their                 
profitability and create market share.                                          

The Film Division                                                               

Green  Light  Productions,  Inc.  operates  our  film       
division. Green Light acts as our in-house production arm  that                 
produces, distributes and markets feature-length DVD films  and                 
movies,  taking  projects   from initial  creative  development                 
through  principal photography,  post-production,  distribution                 
and  ancillary sales. We believe that fans of Hip-Hop and Urban                 
Music  are  active  consumers throughout the world,  purchasing                 
CDs,  DVDs, records, clothes and concert tickets. In  addition,                 
members   of   the  Hip-Hop  audience  are  a  highly   coveted                 
demographic  group  targeted by advertising  retailers  due  to                 
their  age  and  spending habits. We believe  that  outside  of                 
traditional  Hollywood  productions, there  is  a  shortage  of                 
"Lifestyle Specific"  DVD products for the Hip-Hop audience.                    

Green  Light Productions, Inc. will produce low  budget         
films  with plots and marquee name music artists and  that  are                 
relevant to the mainstream youth culture, particularly the Hip-                 
Hop  and  Urban  Music  audience. Kadalak Entertainment  Group,                 
Inc.,  our  music  arm will produce soundtracks  featuring  the                 
aforementioned artists to be sold as a CD packaged with  a  DVD                 
for retail sale to consumers.                                                   

Pursuant  to  our international business  development       
strategy,  we plan to form joint ventures for co-production  of                 
entertainment projects on a  territory-by-territory  basis.  On                 
occasion  we  will  also obtain the rights to   distribute  and                 
exploit  entertainment projects in US and  foreign  markets  as                 
well  as  co-venture  projects for release and  development  in                 
various media formats.                                                          

Film Production                                                                 
---------------                                                                 

Our goal is to produce quality films in the low budget        
range  with total costs of $20,000 to $1,000,000 per film.  Our                 
current  strategic  plan  calls  for   the  production  or  co-                 
production  of  five  to  ten films annually.  Our  ability  to                 
execute  this  plan  is  dependent upon our  ability  to  raise                 
additional  financing    necessary to  fund  such  productions.                 
Currently, we are reviewing film projects   for development and                 
production  and upon obtaining additional working  capital,  we                 
will  begin  the production of new films. We did not    produce                 
any films in Fiscal 2003.                                                       

Distribution                                                                    
------------                                                                    
We  formed  our on internal distribution arm via Silver  Screen                 
Distributions, Inc. to take advantage of the synergies  of  the                 
vertical  integration  of our business  model.   Silver  Screen                 
Distribution  will distribute the production  of  our  internal                 
products as well as the products of third parties.                              
The Murder by Deception project will be given a minimal         
theatrical  release in approximately two to three  theaters  in                 
several major markets in the United States to  create awareness                 
about a particular film. The end  product at retail will  be  a                 
DVD/CD package that will have a retail price of   approximately                 
$19.99  to  $34.99  with an approximate $16  to  $20  wholesale                 
price.   Our  sales goal is 100,000 to 500,000 units  worldwide                 
for  each project. We intend to distribute to the rental market                 
using direct distribution and revenue share output arrangements                 
with Blockbuster and other leading rental retailers.                            
In   addition,  when  the  opportunity  arises  we  intend   to                 
distribute or sell  directly to mass merchandisers, such as Wal-                
Mart   Stores  Inc.,  Costco  Wholesale   Corporation,   Target                 
Corporation,  Best  Buy  Co. Inc., and  others  who  buy  large                 
volumes of videos and DVDs to sell directly to the consumer.                    

Currently there have been very few products released in the             
DVD/CD  combination package. It is very uncommon for major  and                 
independent  distribution companies in film and music  to  come                 
together on one product for distribution.   Historically,  film                 
companies  have been reluctant to give DVDs to music  companies                 
and  music  companies have been reluctant to give CDs  to  film                 
companies  for    distribution.  Our  goal  is  to  effectively                 
pioneer  this  format and become a leader in this  marketplace.                 
Each  film  project  will have the potential  to  allow  us  to                 
capitalize on every potential revenue stream across  the  board                 
for   each  of  our    divisions  in  terms  of  film,  studio,                 
publishing and management operations.                                           

Pay and Free Television Distribution                                            
------------------------------------                                            

We  intend  to  license our own productions  and  productions               
acquired  from  third parties to the domestic and international                 
marketplace  on  a project basis  through Sony  or  independent                 
distributors on a territory-by-territory basis.                                 

The Record Division                                                             

Kadalak Entertainment Group, Inc. operates our record       
division.  We  believe  that the next  five  years  will  offer                 
important  opportunities  for the organization  and  growth  of                 
viable,  newly created record companies. We believe  that  such                 
companies  will  be   more competitive because  they  have  the                 
ability to be flexible, responsive and   are not constrained by                 
the typical large company bureaucracy.                                          

A  popular  music record company depends on its ability  to             
sign and retain artists who will appeal to popular taste over a                 
period  of  time.  We will  employ a popular music  artist  and                 
repertoire  ("A&R") staff whose task will be to  identify  both                 
new  artists with potential appeal and established artists  who                 
will complement our planned artist roster or whose potential we                 
believe has not been  fully exploited. The A&R staff, which  is                 
headed  by  our  management team, will    include  a  group  of                 
producers/songwriters  and will meet  on  a  regular  basis  to                 
discuss  tapes of artists who have been previously screened  by                 
staff members. If a consensus is reached to attempt to sign  an                 
artist,  a strategy will be  developed for a contract proposal.                 
Currently, we are evaluating several artists with whom we would                 
consider  entering contracts. However, such considerations  are                 
contingent  upon our ability to obtain a sufficient  amount  of                 
additional  financing. There can be no assurance that  we  will                 
be  able to attract and sign  artists or that such artists will                 
be successful.                                                                  

Independent Label                                                               
-----------------                                                               

Artist Recording Contracts                                                      
--------------------------                                                      

We  will concentrate on the development of new talent rather              
than  competing  with  larger companies to acquire  established                 
artists.  We  believe  that  the  risks  involved  with  higher                 
advances and royalties demanded by established artists  may  be                 
difficult  to  justify financially. In addition  to  the  lower                 
financial cost of signing and developing new talent, we believe                 
that  it   generally is easier to negotiate a  longer  contract                 
term with new talent, whereas established artists demand higher                 
payments  accompanied by shorter contract terms.  We  recognize                 
that  established  artists have existing fan support  and  name                 
recognition.  However,  we  have  determined  that   the   cost                 
associated  with  retaining established  artists  represents  a                 
significantly  greater financial risk if  a  recording  project                 
fails  to  achieve  minimum  consumer  sales  in  an  intensely                 
competitive  market. From time to time we may sign artists  who                 
require advances  because they have established sales bases.                    

Pursuant  to  our  strategy  of  identifying,  signing   and              
developing new talent, the artists whom we intend to sign  will                 
generally have limited recording industry backgrounds. For  the                 
most  part, these artists will be identified and contracted  by                 
us  after analysis of demonstration tapes by our A&R department                 
and after consultation among our senior management.                             

The  Rock and Pop music genres will enable us to compete  in  a                 
market segment comprising 33.7% of gross business in the United                 
States  record industry. Likewise, activity in the Rap/Hip-Hop,                 
R&B/Urban  segment of the market will put us into an additional                 
25% of gross business in the United States record  industry. We                 
may  seek  to develop divisions that will address the remaining                 
segments  of the market, which includes jazz, Latin  and  other                 
musical styles.                                                                 

Although  we  may  from time to time license already  completed                 
master  recordings  for  a fixed price plus  royalty,  we  will                 
primarily  be  involved  in  the actual  production  of  master                 
recordings. This aspect of the recording business will  require                 
our  management to approve a specific project and then contract                 
with  recording artists, musicians and producers to  produce  a                 
master  recording. The  artist and producer will  each  receive                 
either  a  minimum fee plus a percentage royalty based  on  the                 
proceeds received by us from distribution of a recording  or  a                 
percentage  royalty without a minimum fee. The fee and  royalty                 
arrangements   will  be  negotiated on a recording-by-recording                 
basis.  We  will produce recordings in our own  studios  or  by                 
renting  time  at  any one of a number of  recording   studios.                 
Management therefore seeks to reduce or eliminate certain costs                 
and  to match the specific configuration of a particular studio                 
to the requirements of a particular artist or producer.                         

Certain production and acquisition costs, such as artists'  and                 
producers'  royalties,  are contingent  upon  subsequent  sales                 
while  other  costs, such as salaries, overhead, manufacturing,                 
studio  time  and  other  expenses, are payable  regardless  of                 
sales.  Although  the  appeal of a  particular  artist  may  be                 
transitory,  we believe that increasing the size and  diversity                 
of  our  planned artist roster gives us a measure of protection                 
against  sudden  shifts  in taste.  Further,  we  believe  that                 
acquisition   of   interests  in  recorded  music   composition                 
catalogues  will  provide an important  and  relatively  stable                 
source  of future  sales in addition to revenue generated  from                 
new releases.                                                                   

Promotion and Marketing                                                         
-----------------------                                                         

We plan to release records primarily in pop, neo-classical            
soul  and  Rap/Hip-Hop,  dance and  alternative  music  fields.                 
Accordingly, we expect to  market our records to the  principal                 
buying  groups  in  the 12 to 45 year old   categories  broadly                 
representative of the American population in that age group.                    

We  plan  to promote our recordings, as is generally  the           
case  throughout the record industry, primarily  through  radio                 
time  and  utilizing  the  internet and  high  speed  broadband                 
connection  of the TCP/IP transmission protocol. To  supplement                 
our staff, we may engage independent promotion specialists on a                 
record-by-record basis to generate airplay. As sales  increase,                 
management may add additional promotion  staff.                                 

Cable  operations, such as MTV, VH-1 BET and  other  music            
television  channels, as well as certain commercial  television                 
stations,  have  provided  significant exposure  to  new  music                 
groups. We intend to utilize television as a  promotional tool.                 
In  addition, we intend to produce promotional videotapes,  CDs                 
and  DVDs  featuring our artists, and maintain  effective  cost                 
controls  through  the  use of our own music  video  production                 
department.                                                                     

The music video and DVD market has grown significantly over             
the  past few years and we believe that the music video and DVD                 
business   is  a  natural   extension  of  our  other   planned                 
activities  in  the music business. Our music video  department                 
will concentrate primarily upon promotional activities for  our                 
artists  to  produce  videos of single  songs  for  promotional                 
purposes. Generally,  income from music videos is derived  from                 
television broadcasts and from the sale of videocassettes,  CDs                 
and  DVDs.  We may make electronic press kits ("EPKs"),   long-                 
form  videos  and  enhanced  videos  or  CD-ROMS  playable   on                 
computer.  We  also   may combine artist videos  and  EPKs  for                 
release on DVD, providing a whole new  format for viewing which                 
was  previously limited to television broadcasts. Our music and                 
videos  may  also  be  included in  real  player  packages.  We                 
anticipate   experiencing increased activity as we  enter  into                 
contracts with additional  artists. In such event, longer music                 
programs, such as DVDs or concert programs, are contemplated.                   

The marketing methods which we plan to use are customary          
in the music                                                                    
industry. These methods will include:                                           

o  radio;                                                                       
o  television;                                                                  
o  newspaper and magazine advertising;                                          
o  distribution of posters featuring our artists and records;                   
o  street teams;                                                                
o  wrapped vans and trucks;                                                     
o  bus backs, bus stops and benches;                                            

o  billboards;                                                                  
o   marquee  style movie lights at label sponsored  events  and                 
artists shows; and                                                              
o   coordinated promotions with retail stores such as  in-store                 
displays and appearances by performers.                                         

Initially,  our  principal efforts will  be  focused  on  radio                 
promotion  through  radio play of artist's singles  to  develop                 
consumer  recognition  and  product   demand.  We  plan  future                 
advertising   in  national  music  consumer  publications   and                 
industry  trade  publications  as  artists  achieve  increasing                 
consumer recognition, provided such additional advertising,  in                 
management's opinion, would enhance sales.                                      

Licensing of Recordings                                                         
----------------------                                                          

We  also  intend to license rights in certain  of  our        
recordings  to  other major record labels for  manufacture  and                 
distribution in foreign markets. These  labels normally pay all                 
distribution and marketing costs and, in addition, pay   us  an                 
advance  plus a royalty based on sales, which is payable  after                 
recovery of the advance. A portion of any royalties received by                 
us  from  sales  will be used  to pay artists'  and  producers'                 
royalties or the owner of a master recording, as the  case  may                 
be.                                                                             

We  will  seek  agreements to  license  recordings  of        
several  of  our  future  artists through  various  record  and                 
licensing  companies  in  Europe  and  Japan.  We   intend   to                 
negotiate  with several foreign distributors for the  right  to                 
license  other artists. We intend to direct a material part  of                 
our  future activities  toward the development of international                 
markets.                                                                        

Copyright                                                                       
---------                                                                       

Our  business,  like  that of other  record  companies,         
primarily  rests  on ownership or control and  exploitation  of                 
musical works and sound and   audio-visual recordings.                          

Rights  and royalties relating to particular recordings         
vary from case to case. When a recording is made, copyright  in                 
that  recording vests either in  the recording  artist  and  is                 
licensed  to  a  record  company or  in  the  company   itself,                 
depending  on  the  terms of agreement  between  the  recording                 
artist  and  the  record  company. Similarly,  when  a  musical                 
composition  is  written, copyright in  the  composition  vests                 
either  in  the  writer and is licensed to a  music  publishing                 
company or in the publishing company. Artists generally  record                 
songs  that are controlled by music publishers. The  rights  to                 
reproduce  such  songs on tapes and CDs  are  obtained  by  the                 
company from music publishers or collection societies on  their                 
behalf.  The manufacture and sale of tapes and CDs  results  in                 
royalties                                                                       
being  payable by the record company to the publishing  company                 
at  industry  agreed  or statutory rates for  the  use  of  the                 
composition and the publishing company in turn pays  a  royalty                 
to  the  writer  and  by the record company  to  the  recording                 
artist for the use of the recording.                                            

Record companies are largely dependent upon legislation to            
protect   their   rights  against  unauthorized   reproduction,                 
importation  or rental. In all territories where we  intend  to                 
operate,  our  products will receive some degree  of  copyright                 
protection.  The  period of protection varies  widely  from  75                 
years  from first publication in the United States, to 50 years                 
in  the  United Kingdom, to 30 years from date of recording  in                 
Japan.                                                                          

Piracy,  or  the unauthorized reproduction of recordings  for               
commercial  sales  and Internet file sharing exists  throughout                 
the  world.  Sales in certain  markets are very difficult,  and                 
some   markets  are  virtually  closed  to  legitimate   record                 
companies because of the dominance of pirated product, which is                 
substantially  cheaper than legitimate products  due  to  lower                 
quality  standards  and  the absence of recording  and  royalty                 
costs. In recent years, however certain countries, particularly                 
in Southeast Asia, have enforced copyrights                                     
resulting  in a reduction in piracy. There can be no  assurance                 
that  the  proliferation  of piracy  of  entertainment  content                 
through  the  Internet or other means will be  reduced  in  the                 
future.  The  proliferation of these practices,  if  continued,                 
could  have  a  material adverse affect  on  the  entertainment                 
industry.                                                                       

Home  taping, or the unauthorized reproduction for personal             
use  of  recordings, has been a global problem since the advent                 
of  cassette tapes and CDs, which existing copyright laws  have                 
done  little  to contain. In some countries, the  industry  has                 
been  successful in securing the introduction  of  a   levy  on                 
hardware used for such reproduction or on blank tapes. However,                 
such levies, which are generally shared among those involved in                 
the  production of  recordings, including the record  companies                 
and  the artists, do not adequately  compensate for the  losses                 
suffered from home taping. CD recording technology may increase                 
the  opportunity for consumers to make high-quality copies  for                 
home use.                                                                       
There  can be no assurance that the proliferation of piracy  of                 
entertainment content through the Internet or other means  will                 
be  reduced  in  the future that, if continued,  could  have  a                 
material adverse affect on the entertainment   industry.                        

Rental  of tapes and CDs is a problem in those countries  whose                 
copyright  laws  do  not  provide  adequate  protection.  Those                 
countries include Japan, where a levy on rental income is  paid                 
to  domestic  rights  owners, but not in  respect  of   foreign                 
repertoire, and Germany.                                                        

The recorded music industry has been affected by piracy, and in                 
particular, the home copying and file sharing of recorded music                 
over  the  Internet. Recording technologies have been developed                 
that  enable  consumers  to  make high  quality  duplicates  of                 
recorded  music  from  original CDs and the  Internet.  In  the                 
absence   of   adequate  copyright  protection,  CD   recording                 
technology may adversely affect sales of CDs. We cannot predict                 
the  extent  to  which our CD sales would be affected  by  such                 
technology. However, we generally  believe that as we focus  on                 
the  development  of new artists and have a  limited    release                 
schedule, we are not materially dependent upon foreign sales in                 
markets                                                                         
unregulated  by copyright laws and that piracy or illegal  home                 
taping  will not have a material adverse impact on our business                 
or operations in the near or  foreseeable future.                               

The Music Publishing Division                                                   

We  intend  to  establish  a music publishing  division.  Music                 
publishing   involves  the  acquisition  of   rights   to   the                 
exploitation  of  musical compositions  as opposed  to  musical                 
recordings. Principal sources of revenue are royalties     from                 
the reproduction of musical works on cassette tapes, CDs, DVDs,                 
license  fees  from the radio and television  broadcast  (i.e.,                 
public   performances)  of  such  musical   works,   and   film                 
soundtracks    of   recordings   embodying   the   compositions                 
concerned.                                                                      

We  intend  to create a music publishing operation  to  collect                 
performance royalties for our products through ASCAP  and  BMI.                 
ASCAP  and  BMI are collecting  societies licensed  to  collect                 
performance  royalties  due from radio, television,  jukeboxes,                 
film  and  similar  venues for public  performance  of  musical                 
compositions.                                                                   

We may receive publishing royalties on master recordings which                
we  produce.  Moreover, we intend to negotiate  with  recording                 
artists  a  percentage of the copyright rate  that  is  set  by                 
statute and modified from time to time by the Copyright Royalty                 
Tribunal.                                                                       

Once we form a publishing operation, we plan to seek to acquire                 
copyright  ownership of, or other rights in, the songs  written                 
by  or  for  our artists. We propose to develop a catalogue  of                 
songs,   retaining  present  and   future  publishing   rights.                 
Additionally,  we intend to employ songwriters and    producers                 
to  develop  music products with publishing rights retained  by                 
us. We plan to acquire interests in original songs that will be                 
developed at our                                                                
facilities. We do not deem the acquisition of these songs to be                 
material in that presently none have been recorded or  used  in                 
any  of  our activities, including  promotion, and we  have  no                 
present intention or plans to use them in any  capacity. In the                 
future,  it is conceivable that songs commissioned or  acquired                 
by  us  may  be  included  on albums or  produced  as  singles,                 
although no assurance  can be given as to this use. We have not                 
determined an international publishing agent to administer  our                 
songs outside of the United States.                                             

The Studio Division                                                             

Kadalak  operates  our studio division, which provides  support                 
for  he in-house recording of our artists. Metropolitan  is  an                 
audio  recording   facility that provides  us  with  "start  to                 
finish" music recording services.                                               

We  intend  to  provide audio recording services to  the  music                 
industry,   including  national  and  international   recording                 
companies,  independent  record producers  and  other  entities                 
which  request  the services of the recording  facilities.  The                 
studio  division  will seek to combine technological  expertise                 
and  creative,  experienced management in the  state-of-the-art                 
commercial recording  facilities.                                               

Metropolitan consists of three studios and is capable of          
tracking  to  tape  or  digitally. The studio  features  custom                 
acoustical  design  treatments,   which  provide  a  critically                 
accurate   listening   environment.  The  studio's    equipment                 
includes:                                                                       

a Pro-tool LE digital recording module;                                       
a top-of-the-line recording/mixing console;                                   
a Phat Planet Sound Module                                                    

Kadalak's operation of the music division affords us the  added                 
benefit of vertical integration in the recorded music industry.                 
also   includes  fully  equipped  digital  film   and   editing                 
facilities for film, video and television productions. We  view                 
the  sound studios principally as a catalyst to attract artists                 
and  to  record their products  in-house. We will  sell  studio                 
time when the studios are not in use for in-house production.                   

INDUSTRY BACKGROUND                                                           

The Recorded Music Industry                                                     

The recorded music industry has experienced substantial         
revenue  growth  since its inception and is dominated  by  four                 
major international entertainment  companies:                                   

o Universal Music Group;                                                        
o Time Warner Inc.;                                                             
o  Sony  Corp.  (Sony  Music Entertainment)/Bertelsmann  AG             
(BMG); and                                                                      
o EMI Group PLC.                                                                

In the late 1940's, record retail sales amounted to only          
$48  million annually. By 1970, sales had grown to nearly  $1.7                 
billion annually. By way of   current comparison, the Recording                 
Industry  Association of America ("RIAA")  reported  the  sound                 
recording  domestic  market in 2002 to be  $12.6  billion.  The                 
International Federation of Phonographic Industry ("IFPI"),  an                 
organization that represents the recording industry  worldwide,                 
reported recorded music sales worldwide of $32 billion in 2002.                 
This  revenue  growth  has  resulted  from  a   combination  of                 
factors,   the  most  important  of  which  has  been   rapidly                 
developing technology. Since 1984, the value of sales  industry                 
wide  has increased at a  faster rate than unit volume  growth,                 
due  in  part to the introduction and acceptance of CDs,  which                 
are  priced substantially higher than vinyl records and  tapes.                 
CDs  represented 91 percent of all units shipped in 2002.  IFPI                 
reports  that sales of recorded music in 2002 to be largest  in                 
the  United  Kingdom,  the   United States,  Japan,  Australia,                 
Germany,  France,  Canada and Spain. The proportion  of  global                 
music sales accounted for by the world's top ten markets    was                 
84  percent  in 2002. Globally, music video sales increased  in                 
2002,  boosted  by the DVD video. The United States  represents                 
approximately 40 percent of the  total world music market.  The                 
RIAA  reports  that, in 2002, Rock remained  the  most  popular                 
genre  of music in the United States with 24.7 percent  of  the                 
market   followed  by Rap/Hip-Hop with 13.8 percent,  R&B/Urban                 
with  11.2 percent, Country music with 10.7 percent,  Pop  with                 
9.0  percent,  Jazz  with 3.2 percent and  Classical  with  3.1                 
percent of all music items purchased.                                           

Both the RIAA and IFPI reported that the increased availability                 
of free music via mass digital copying and internet piracy have                 
had  a  substantial  negative  impact  on  the  recorded  music                 
industry  in  2002  and  the industry is aggressively  pursuing                 
strategies to resolve the erosion of unit shipments  and  sales                 
in  the  world  market. In 2002, digital copying  and  Internet                 
piracy  have  resulted in an approximate 7 percent  decline  in                 
worldwide revenues as well as an approximate 8 percent  decline                 
in units sold worldwide. This decline continued in 2003.                        

Music is also an essential part of the advertising and        
film industries. Music contributes significantly to the success                 
of  advertising.  Additionally,  music has become  an  integral                 
part  of  film,  as seen from the successes of  many    musical                 
soundtracks  of  popular  movies. Film  soundtracks  have  also                 
produced a   number of hit singles worldwide. The growth of the                 
DVD  format  has  demonstrated  an  increased  demand  for  DVD                 
products.                                                                       

Foreign record sales account for over one-half of worldwide             
record  sales.  English versions of popular hits have  achieved                 
acceptance   and  success      throughout  the   globe.   Music                 
publishing rights serve as an additional and significant source                 
of earnings for record companies. Publishing and sub-publishing                 
revenues  are  generated for each song contained in  an  album,                 
cassette or CD.                                                                 

The Feature Film Industry                                                       

General                                                                         
-------                                                                         

The   feature   film  industry  encompasses  the   development,                 
production  and distribution of feature-length motion  pictures                 
and their subsequent distribution in the home video, television                 
and  other  ancillary markets. The major studios  dominate  the                 
industry,  some  of which have divisions that are  promoted  as                 
"independent" distributors of motion pictures, including:                       

Universal Pictures, Warner Bros. (including New Line Cinema and                 
Castle Rock Entertainment);                                                     
Twentieth  Century Fox, Sony Pictures Entertainment  (including                 
Columbia Pictures and Columbia Tristar Motion Picture Group);                   
Paramount Pictures;                                                             
The  Walt  Disney  Company  (including  Buena  Vista  Pictures,                 
Touchstone                                                                      
Pictures and Miramax Film Corp.); and                                           
Metro-Goldwyn-Mayer  Inc.  (including  MGM   Pictures,   United                 
Artists   Pictures Inc., Orion Pictures Corporation and Goldwyn                 
Entertainment Company).                                                         

In  recent  years, however, true "independent"  motion  picture                 
production and distribution companies have played an  important                 
role  in  the  production of motion pictures for the  worldwide                 
feature film market.                                                            

Independent Feature Film Production and Financing                               
-------------------------------------------------                               

Generally, independent production companies do not have         
access to the extensive capital required to make feature-length                 
motion  pictures, such as the  "blockbuster" films produced  by                 
the  major  studios.  They  also  do  not  have  the    capital                 
necessary to maintain the substantial overhead that is  typical                 
of  operations  of major studios. Independent producers  target                 
their product at specialized markets and usually produce motion                 
pictures  with  budgets of less  than $20  million.  Generally,                 
independent    producers    do   not    maintain    significant                 
infrastructure.  They  instead hire  only  creative  and  other                 
production personnel                                                            
and  retain  the other elements required for development,  pre-                 
production,    principal   photography   and    post-production                 
activities  on  a  project-by-project basis. Also,  independent                 
production   companies  typically  finance   their   production                 
activities  from bank loans, pre-sales, equity  offerings,  co-                 
productions  and  joint ventures rather than out  of  operating                 
cash flow. They generally complete  financing of an independent                 
motion picture prior to commencement of principal   photography                 
to minimize the risk of loss.                                                   

Independent Feature Film Distribution                                           
-------------------------------------                                           

Film  distribution  encompasses the  exploitation  of  motion               
pictures  in  theatres and in markets, such  as  home  DVD  and                 
video,  pay-per-view,  pay  television,  free  television   and                 
ancillary markets, such as hotels, airlines and streaming films                 
on  the  Internet. Independent producers do not typically  have                 
distribution  capabilities. Instead, these  producers  rely  on                 
advances  from  domestic  and  international  distributors  who                 
approve their projects before production commences, as well  as                 
profit  sharing or equity arrangements for individual projects.                 
Generally, the local distributor in any country or region  will                 
acquire  distribution  rights for  a  motion  picture  from  an                 
independent   producer using one or more of these methods.  The                 
local  distributor will agree to advance the  producer  a  non-                 
refundable minimum guarantee. The local distributor  will  then                 
generally receive a distribution fee of between 20% and 35%  of                 
gross   receipts, while the producer will receive a portion  of                 
gross receipts in excess of the distribution fees, distribution                 
expenses   and  monies  retained  by  exhibitors.   The   local                 
distributor and theatrical exhibitor generally will enter  into                 
an  arrangement  providing for the exhibitor's payment  to  the                 
distributor of a percentage of the box-office receipts for  the                 
exhibition  period,  generally 40%to 50%,  depending  upon  the                 
success of the motion picture.                                                  

COMPETITION                                                                     

The  recorded  music,  motion picture, and  music  publishing               
industries  are highly competitive. We will compete with  other                 
companies for artists, airtime  and space in retail outlets. We                 
are  not  at  present,  and do not expect  in  the  foreseeable                 
future, to be a significant participant in the marketplace.  We                 
face   competition  from  companies  within  the  entertainment                 
business  and from  alternative forms of leisure entertainment,                 
such as travel, sporting events,   outdoor recreation and other                 
cultural  activities.  We  compete with  the  major  media  and                 
entertainment  companies  and  studios,  numerous   independent                 
motion picture, recorded music, music publishing and television                 
production companies,                                                           
television  networks  and  pay  television  systems   for   the                 
acquisition  of literary  and film properties, the services  of                 
performing  artists, directors, producers  and  other  creative                 
and  technical personnel and production financing. In addition,                 
our  music and motion picture productions compete for  audience                 
acceptance  and  exhibition  outlets  with  music  and   motion                 
pictures   produced  and  distributed  by  other  larger   more                 
established companies. As a result, the success of any  of  our                 
recorded music products or DVD/motion pictures is dependent  on                 
not only the quality and acceptance of a particular production,                 
but  also  on  the  quality and acceptance of  other  competing                 
productions released into the marketplace at or near  the  same                 
time.                                                                           

The  entertainment  industry  is  highly  competitive,  rapidly                 
evolving  and  subject to constant change. Other  entertainment                 
companies currently offer one or more of each of the  types  of                 
products and services we plan to offer. Some of our competitors                 
in the entertainment market will include Time Warner, Sony/BMG,                 
EMI, Disney, Viacom and numerous independent companies. Some of                 
our competitors in the music business will include Motown, Time                 
Warner  Inc.,  Universal Music Group, Interscope, Sony/BMG  and                 
EMI.  We expect that our film business will compete with  well-                 
established  companies, including MGM, Dreamworks, Time  Warner                 
Inc. and numerous smaller independent companies, which produce,                 
develop   or   market  films,  DVD's,  television   and   cable                 
programming.                                                                    

EMPLOYEES                                                                       

As  of December 31, 2003 we had one full-time employee in our               
operations.  We  use  and  plan to continue  using  independent                 
consultants, producers, professionals and contractors on an  as                 
needed  basis.  Upon obtaining additional  financing,  we  will                 
hire additional employees in connection with the production  of                 
our  recorded music and film productions. We believe  that  our                 
employee  and labor relations are good. Our full-time  employee                 
is  not a member of any union.  On film projects, we may employ                 
members  of  a  number of unions, including  the  International                 
Alliance  of Theatrical and Stage Employees, the Screen  Actors                 
Guild  and the Teamsters. A strike by one or more of the unions                 
that  provide  personnel essential to the production  of  films                 
could delay or halt our ongoing  production activities. Such  a                 
halt  or delay, depending on the length of time involved, could                 
cause  delay  in  our release of new films  and  thereby  could                 
adversely affect our cash flow and revenues.                                    

RISK FACTORS                                                                    

In  addition  to other information included  in  this       
report,   the   following  factors  should  be  considered   in                 
evaluating our business and future prospects.                                   
We   need  to  obtain  financing  in  order  to  continue   our                 
operations.                                                                     

On  a  prospective basis, we will require both short-       
term financing for operations and long-term capital to fund our                 
expected  growth. We have no existing bank lines of credit  and                 
have  not  established  any definitive sources  for  additional                 
financing.  Based on our current operating plan,  we  will  not                 
have  enough  cash  to meet our anticipated  cash  requirements                 
through January 31, 2005 if we do not raise at least $2,500,000                 
from the sale of our securities or other financing means. While                 
we   are  in  discussions  and  have  entered  agreements  with                 
potential   financing  sources,  we  currently  do   not   have                 
definitive  arrangements  with  respect  to,  or  sources   of,                 
additional financing. Additional financing may not be available                 
to us, or if available, then it may not be available upon terms                 
and  conditions  acceptable to us. If adequate  funds  are  not                 
available,  then  we  may  be  required  to  delay,  reduce  or                 
eliminate  product  development  or  marketing  programs.   The                 
entertainment  industry is rapidly evolving. Our  inability  to                 
take  advantage  of  opportunities in the industry  because  of                 
capital constraints may have a material adverse effect  on  our                 
business and our prospects.                                                     

Independent distributors will be a significant element of our                   
growth strategy.                                                                

We will rely on independent distributors to distribute        
a   significant  portion  of  our  entertainment  products  and                 
services  when developed. A significant element of  our  growth                 
strategy will be to increase the sale and distribution  of  our                 
products  and  services  by expanding  our  presence  in  local                 
markets  and by extending this network into new markets  either                 
by  internal growth, joint ventures, licensing, acquisition  or                 
other  means. We may not be able to develop, recruit, maintain,                 
motivate,   retain   or  control  a  network   of   independent                 
distributors.  In  addition, we have little  control  over  the                 
resources   that  independent  distributors  will   devote   to                 
marketing  our  products  and the amount  of  our  competitors'                 
products  that our independent distributors choose  to  market.                 
Any  decision by a distributor to not distribute or promote our                 
products  or  services or to promote our competitors'  products                 
and  services  could  have a material  adverse  effect  on  our                 
business, results of operations or financial condition.                         

We have a limited operating history in the entertainment                        
industry.                                                                       

We  have  a  limited  history  in  the  entertainment       
industry. In august , 2003, we entered into a merger with  SSSG                 
Acquisition  Corp  providing the basis for our  formation.  Our                 
strategy  is  to become an independent multimedia entertainment                 
company.  In addition to operating a music division,  recording                 
studio  division  and  film  production  company,  we  plan  to                 
establish  television,  publishing and  management  operations.                 
Prior to entering into the Share Exchange Agreement, we did not                 
operate   in   the   multimedia  and  entertainment   industry.                 
Accordingly, we have a limited history in the industry in which                 
we  operate.   We  have  retained the law  firm  of  Rosenfeld,                 
Goldman & Ware, Inc. of Atlanta, GA to act as our legal counsel                 
and  to  provide strategic legal planning on the  entertainment                 
industry.  We are dependent on the advice of Rosenfeld, Goldman                 
&  Ware, Inc. and there is no assurance that Rosenfeld, Goldman                 
& Ware, Inc. will continue to represent our interests.                          

We have a history of losses and expect that losses may continue                 
in the future.                                                                  

We have a history of losses and expect that losses may        
continue in the                                                                 
future.                                                                         

Our  net loss for the fiscal year ended December  31,       
2003 totaled  $0.0.  Our operating expenses wee capitalized  as                 
organization   expenses.   We  expect   that   production   and                 
development,  marketing  and operating expenses  will  increase                 
significantly  during  the  next several  years.  In  order  to                 
achieve  profitability,  we will need to  generate  significant                 
revenue.  We cannot be certain that we will generate sufficient                 
revenue  to achieve profitability. We anticipate that  we  will                 
continue  to generate operating losses and negative  cash  flow                 
from  operations  at least through the end of Fiscal  2004.  We                 
cannot  be  certain that we will ever achieve, or if  achieved,                 
maintain  profitability. If our revenue grows at a slower  rate                 
than we anticipate or if our project development, marketing and                 
operating  expenses  exceed  our  expectations  or  cannot   be                 
adjusted  accordingly, our business, results of  operation  and                 
financial condition will be materially adversely effected.                      

Shares of our common stock lack a significant trading market.                   

Shares of our common stock are not eligible for trading on  any                 
national or regional exchange. Our common stock is eligible for                 
trading  in the over-the-counter market on the Over-The-Counter                 
Bulletin  Board  pursuant  to Rule 15c2-11  of  the  Securities                 
Exchange  Act of 1934. This market tends to be highly illiquid,                 
in  part because there is no national quotation system by which                 
potential investors can trace the market price of shares except                 
through  information received or generated by certain  selected                 
broker-dealers  that  make a market in that  particular  stock.                 
There  are  currently  no  plans,  proposals,  arrangements  or                 
understandings  with any person with regard to the  development                 
of  a  trading  market in our common stock.  There  can  be  no                 
assurance  that  an active trading market in our  common  stock                 
will  develop, or if such a market develops, that  it  will  be                 
sustained.  In addition, there is a greater chance  for  market                 
volatility  for  securities that trade on the  Over-The-Counter                 
Bulletin  Board  as  opposed  to securities  that  trade  on  a                 
national exchange or quotation system. This volatility  may  be                 
caused  by a variety of factors, including the lack of  readily                 
available  quotations, the absence of consistent administrative                 
supervision  of "bid" and "ask" quotations and generally  lower                 
trading volume.                                                                 

Our  success will depend on external factors in the  music  and                 
film industries.                                                                

Operating   in  the  music  and  film  industries  involves   a                 
substantial  degree of risk. Each planned music  project,  film                 
production  is  an individual artistic work, and  unpredictable                 
audience reactions primarily determine commercial success.  The                 
commercial success of a music project or a film production also                 
depends upon:                                                                   

the  quality and acceptance of other competing records or films                 
released into the marketplace at or near the same time;                         
critical reviews;                                                               
the  availability  of  alternative forms of  entertainment  and                 
leisure  activities;                                                            
general  economic conditions; and other tangible and intangible                 
factors.                                                                        

Each  of  these  factors is subject to  change  and  cannot  be                 
predicted  with certainty. There can be no assurance  that  our                 
planned  music  projects  and  film  productions  will   obtain                 
favorable  ratings or reviews or that consumers  will  purchase                 
our entertainment products and services.                                        

Our  success  will be largely dependent upon our key  executive                 
officers and other key personnel.                                               

Our  success  will  be largely dependent upon  the  continued               
employment of our key executive officers and, particularly, our                 
continued  employment of our law firm of Rosenfeld,  Goldman  &                 
Ware,  Inc.,  ("RGW") The loss of  Rosenfeld, Goldman  &  Ware,                 
Inc.  services would have a material adverse effect on  us.  We                 
believe that our continued success will depend to a significant                 
extent upon the efforts and abilities of our executive officers                 
and  our  ability to retain them.. Although we believe that  we                 
would be able to locate a suitable replacement for RGW if their                 
services were lost, we cannot assure you that we would be  able                 
to  do  so.  In  addition,  our future operating  results  will                 
substantially  depend upon our ability to  attract  and  retain                 
highly qualified management, financial, technical, creative and                 
administrative  personnel.  Competition  for  highly   talented                 
personnel  is  intense  and can lead to increased  compensation                 
expenses. We cannot assure you that we will be able to  attract                 
and  retain the personnel necessary for the development of  our                 
business.                                                                       

Unauthorized use of our intellectual property and trade secrets                 
may affect our market share and profitability.                                  

We  protect  intellectual property rights to our  productions               
through  available copyright and trademark laws  and  licensing                 
and  distribution  arrangements  with  reputable  international                 
companies  in  specific  territories  and  media  for   limited                 
durations.  Despite these precautions, existing  copyright  and                 
trademark  laws  afford  only limited practical  protection  in                 
certain  jurisdictions. We may distribute our products in  some                 
jurisdictions  in  which  there is no copyright  and  trademark                 
protection.  As  a result, it may be possible for  unauthorized                 
third parties to copy and distribute our productions or certain                 
portions or applications of our intended productions.  We  will                 
rely on our copyrights, trademarks, trade secrets, know-how and                 
continuing technological advancement to establish a competitive                 
position  in  the marketplace. We will attempt to  protect  our                 
intellectual  property through copyright  and  agreements  with                 
future artists and employees. Other companies may independently                 
develop or otherwise acquire similar creative materials or gain                 
access  to  our intellectual property. Despite our precautions,                 
there  can  be no assurance that we will be able to  adequately                 
protect  our  intellectual property  from  competitors  in  the                 
future. In addition, litigation may be necessary in the  future                 
to:                                                                             

enforce intellectual property rights;                                           
to protect our trade secrets;                                                   
to determine the validity and scope of the rights of others; or                 
to defend against claims of infringement or invalidity.                         

Any  such litigation could result in substantial costs and  the                 
diversion of resources and could have a material adverse effect                 
on our business, operating results or financial condition.                      

Protecting  and defending against intellectual property  claims                 
may have a material adverse effect on our business.                             

From  time  to  time, we may receive notice  that  others  have                 
infringed  on our proprietary rights or that we have  infringed                 
on  the intellectual property rights of others. There can be no                 
assurance  that  infringement or  invalidity  claims  will  not                 
materially  adversely affect our business, financial  condition                 
or  results  of operations. Regardless of the validity  or  the                 
success  of the assertion of claims, we could incur significant                 
costs  and  diversion of resources in protecting  or  defending                 
against claims, which could have a material adverse                             
effect  on  our  business, financial condition  or  results  of                 
operations.                                                                     

Piracy, illegal duplication of CDs and DVDs and file sharing of                 
music  and film products over the Internet may have a  material                 
adverse effect on our business.                                                 

Our  ability  to  compete  depends in part  on  the  successful                 
protection  of our intellectual property, including  our  music                 
and  film productions. Piracy, illegal duplication and Internet                 
peer-to-peer file sharing of music and film products has had an                 
adverse effect on the entertainment industry as a whole. If new                 
legislation aimed at protecting entertainment companies against                 
piracy,  illegal  duplication and  Internet  peer-to-peer  file                 
sharing  is  not  enacted and enforced, and we  are  unable  to                 
protect  our  music and film productions from  piracy,  illegal                 
duplication and Internet peer-to-peer file sharing,  then  such                 
continued activities may have a material adverse effect on  our                 
business.                                                                       

Advances  in technology may have a material adverse  effect  on                 
our revenues.                                                                   

Advances   in  technology  may  affect  the  manner  in   which                 
entertainment  content  is  distributed  to  consumers.   These                 
changes,  which might affect the entertainment  industry  as  a                 
whole,  include  the  proliferation of digital  music  players,                 
services  that allow individuals to download and  store  single                 
songs  and  pay-per-view  movie services.  These  technological                 
advances  have  created new outlets for consumers  to  purchase                 
entertainment  content.  These  new  outlets  may  affect   the                 
quantity of entertainment products that consumers purchase  and                 
may  reduce  the amount that consumers are willing to  pay  for                 
particular  products. As a result, this could have  a  negative                 
impact on our ability to sell DVD's, CD's and soundtracks.  Any                 
failure to adapt our business model to these changes could have                 
a material adverse effect on our revenues.                                      

Our success will depend on our artists.                                         

We  plan  to enter into film and recording  contracts       
with several artists. We cannot assure you that we will be able                 
to  retain the artists we plan to enter contracts with or  that                 
we  will be able to attract additional artists. We may  not  be                 
able  to  develop our artists successfully or in such a  manner                 
that  produces  significant sales. Furthermore, each  film  and                 
recording is an individual artistic work, the public acceptance                 
of  which  cannot be known in advance. Accordingly,  we  cannot                 
assure  you  that any film or record released by any particular                 
artist  will experience financial success. In addition, if  any                 
particular  artist experiences success, we cannot  predict  the                 
timing  or  longevity  of such success or  the  extent  of  the                 
popularity of any particular artist.                                            

We  will depend on the continued popularity of  urban       
music.                                                                          

We plan to produce records in multiple genres of music        
including neo-classical soul and hip-hop. Our proposed  artists                 
will be primarily in this segment of the market. If tastes move                 
away  from  this  type  of music and  we  do  not  develop  any                 
alternatives,  then  we  may  not  be  able  to   sell   enough                 
entertainment products and services to be profitable.  Although                 
we  believe  that this sector will continue to  grow,  consumer                 
taste  is unpredictable and constantly changing, and we  cannot                 
predict  with any certainty that this segment will continue  to                 
remain popular.                                                                 

Our  growth as a multimedia entertainment company depends  on               
the  success  and increased use of entertainment  products  and                 
services.                                                                       

The  entertainment  products and  service  market  is       
rapidly  evolving.  The  demand and market  acceptance  of  our                 
planned  products and services is uncertain and  subject  to  a                 
high  degree  of  risk.  In order for certain  of  our  planned                 
entertainment products and services to be successfully accepted                 
in   the  marketplace,  the  production  and  content  of   our                 
entertainment  products and services  must  be  accepted  as  a                 
viable  alternative to traditional entertainment  products  and                 
services. Because these markets may be new and evolving, it  is                 
difficult  to  predict the size of the market  and  its  growth                 
rate. If the market for our entertainment products and services                 
fails to develop or develops more slowly than we anticipate, we                 
will  not  be  able to generate revenues from our entertainment                 
products  and services at the rate we anticipate. In  addition,                 
if demand for our entertainment products and services grows too                 
quickly,  our  infrastructure may not be able  to  support  the                 
demands  placed  on us by this growth and our  performance  and                 
reliability may decline.                                                        

We will be in competition with companies that are larger, more                
established and better capitalized than we are.                                 

The  entertainment  industry is  highly  competitive,       
rapidly   evolving  and  subject  to  constant  change.   Other                 
entertainment companies currently offer one or more of each  of                 
the  products  and  services we plan  to  offer.  Some  of  our                 
competitors  in  the  entertainment market  will  include  Time                 
Warner  Inc.,  Sony/BMG, EMI, Disney and Viacom.  Some  of  our                 
competitors  in  the music business will include  Motown,  Time                 
Warner  Inc., Universal Music Group, Interscope, Sony/BMG,  EMI                 
and  numerous smaller independent companies. We expect that our                 
film  business  will  compete with well-established  companies,                 
including  MGM,  Dreamworks,  Time  Warner  Inc.  and  numerous                 
smaller independent companies, which produce, develop or market                 
films,  DVD's, television and cable programming.  Many  of  our                 
competitors have:                                                               

greater   financial,  technical,  personnel,  promotional   and                 
marketing  resources;                                                           
longer operating histories;                                                     
greater name recognition;                                                       
and larger consumer bases than us.                                              

We  believe that existing competitors are  likely  to       
continue  to  expand  their  products  and  service  offerings.                 
Moreover,  because there are few, if any, substantial  barriers                 
to  entry, we expect that new competitors are likely  to  enter                 
the  entertainment  market and attempt to market  entertainment                 
products  and  services similar to our products  and  services,                 
which would result in greater competition. We cannot be certain                 
that   we  will  be  able  to  compete  successfully   in   the                 
entertainment,   multimedia,   music,   film,   management   or                 
television programming markets.                                                 

Future  sales  of  our  securities  will  dilute  the       
ownership interest of our current stockholders.                                 

We  expect to sell our equity securities in order  to       
raise  the  funds  necessary to fund our operations.  Any  such                 
transactions  will  involve  the  issuance  of  our  previously                 
authorized  and  unissued securities and  will  result  in  the                 
dilution   of   the   ownership  interests   of   our   present                 
stockholders.                                                                   
We  might expand through acquisitions which may cause       
dilution of our common stock and additional debt and expenses.                  

Any acquisitions of other companies which we complete       
may  result  in  potentially dilutive issuances of  our  equity                 
securities and the incurrence of additional debt, all of  which                 
could  have a material adverse effect on our business,  results                 
of   operations  and  financial  condition.  We  plan  to  seek                 
acquisitions  and  joint  ventures  that  will  complement  our                 
services,  broaden our consumer base and improve our  operating                 
efficiencies.  Acquisitions involve numerous additional  risks,                 
including  difficulties in the assimilation of the  operations,                 
services,  products and personnel of acquired companies,  which                 
could  result  in  charges to earnings or  otherwise  adversely                 
affect  our  operating results. There can be no assurance  that                 
acquisition  or joint venture opportunities will be  available,                 
that  we  will have access to the capital required  to  finance                 
potential  acquisitions,  that  we  will  continue  to  acquire                 
businesses or that any acquired businesses will be profitable.                  

Operating  internationally  may expose  us  to  additional  and                 
unpredictable risks.                                                            

We  intend to enter international markets,  licensing       
arrangements  and  to  form joint ventures  internationally  to                 
expand  sales  of  our planned entertainment  products  and  to                 
market  our  entertainment products and services. International                 
operations are subject to inherent risks, including:                            

potentially weaker intellectual property rights;                                
changes in laws and policies affecting trade;                                   
difficulties in obtaining foreign licenses;                                     
changes in regulatory requirements;                                             
instability of foreign economies and governments;                               
instances of war or terrorists activities;                                      
unexpected changes in regulations and tariffs;                                  
fluctuations in the value of foreign currencies;                                
intricate investment and tax laws, including laws and  policies                 
relating to the repatriation of funds and to withholding taxes;                 
and                                                                             
uncertain  market  acceptance  and  difficulties  in  marketing                 
efforts due to language and cultural differences.                               

Due  to  these risks, operating in international markets  could                 
have  a material adverse effect on our future business, results                 
of operations or financial condition.                                           

Our shares of common stock are subject to penny stock       
regulation.                                                                     

Holders  of  shares  of  our common  stock  may  have       
difficulty  selling those shares because our common stock  will                 
probably  be  subject to the penny stock rules. Shares  of  our                 
common stock are subject to rules adopted by the Securities and                 
Exchange  Commission that regulate broker-dealer  practices  in                 
connection  with transactions in "penny stocks".  Penny  stocks                 
are generally equity securities with a price of less than $5.00                 
which   are  not  registered  on  certain  national  securities                 
exchanges or quoted on the NASDAQ system, provided that current                 
price  and  volume information with respect to transactions  in                 
those  securities is provided by the exchange  or  system.  The                 
penny  stock  rules  require  a  broker-dealer,  prior   to   a                 
transaction  in a penny stock not otherwise exempt  from  those                 
rules,  to  deliver  a  standardized risk  disclosure  document                 
prepared  by  the  Securities  and Exchange  Commission,  which                 
contains the following:                                                         

description of the nature and level of risk in the market for               
penny stocks in both public  offerings and secondary trading;                   

a  description  of  the  broker's or  dealer's  duties  to  the                 
customer  and   of  the rights and remedies  available  to  the                 
customer  with  respect to violation to such  duties  or  other                 
requirements  of  securities laws; a  brief,  clear,  narrative                 
description  of  a dealer market, including   "bid"  and  "ask"                 
prices  for  penny stocks and the significance  of  the  spread                 
between  the  "bid"  and  "ask" price;  a  toll-free  telephone                 
number for inquiries on disciplinary actions;   definitions  of                 
significant terms in the disclosure document or in the  conduct                 
of  trading in penny stocks; and such other information and  is                 
in  such  form  (including language, type,            size  and                 
format),  as  the  Securities  and  Exchange  Commission  shall                 
require by rule or regulation.                                                  

Prior  to effecting any transaction in penny stock, the broker-                 
dealer also must                                                                
provide the customer with the following:                                        

the bid and offer quotations for the penny stock;                               
the  compensation of the broker-dealer and its  salesperson  in                 
the                                                                             
transaction;                                                                    
the number of shares to which such bid and ask prices apply, or                 
other                                                                           
comparable  information relating to the depth and liquidity  of                 
the                                                                             
market for such stock; and                                                      
monthly  account statements showing the market  value  of  each                 
penny                                                                           
stock held in the customer's account.                                           

In  addition, the penny stock rules require that,  prior  to  a                 
transaction  in a penny stock not otherwise exempt  from  those                 
rules,   the   broker-dealer  must  make  a   special   written                 
determination that the penny stock is a suitable investment for                 
the    purchaser   and   receive   the   purchaser's    written                 
acknowledgment of the receipt of a risk disclosure statement, a                 
written agreement to transactions involving penny stocks, and a                 
signed and dated copy of a written suitability statement. These                 
disclosure  requirements may have the effect  of  reducing  the                 
trading  activity  in the secondary market  for  a  stock  that                 
becomes subject to the penny stock rules.                                       

Budget overruns may adversely affect our business.            

Actual  music projects or film production  costs  may       
exceed  their  budget, sometimes significantly. Risks  such  as                 
labor  disputes, death or disability of star performers,  rapid                 
high  technology changes relating to special effects  or  other                 
aspects of production, shortages of necessary equipment, damage                 
to  film  negatives,  master tapes and  recordings  or  adverse                 
weather  conditions  may  cause  cost  overruns  and  delay  or                 
frustrate  completion of a production. If a  music  project  or                 
film production incurs substantial budget overruns, then we may                 
have  to  seek  additional financing from  outside  sources  to                 
complete  production. We cannot assure you that such  financing                 
will  be  available to us, or if available, whether such  funds                 
will be available to us on acceptable terms. In addition, if  a                 
music  project  or  film production incurs  substantial  budget                 
overruns,  there can be no assurance that such  costs  will  be                 
recouped,  which  could  have  a  significant  impact  on   our                 
business, results of operations or financial condition.                         

Our operating results may fluctuate significantly.            

We  expect  that  our  future operating  results  may       
fluctuate significantly                                                         
as a result of the following:                                                   

the  timing  of domestic and international releases  of  future                 
music projects, or films we produce;                                            
the success of our future music projects or films;                              
the  timing  of  the  release of related  products  into  their                 
respective                                                                      
markets;                                                                        
the  costs to distribute and promote the future music  projects                 
and films;                                                                      
the  success of our distributors in marketing our future  music                 
projects and films;                                                             
the  timing  of  receipt  of proceeds generated  by  the  music                 
projects,                                                                       
and films from distributors;                                                    
the introduction of new music projects, and films by our future                 
competitors;                                                                    
the  timing  and  magnitude of operating expenses  and  capital                 
expenditures;                                                                   
the  level  of  unreimbursed  production  costs  in  excess  of                 
budgeted maximum amounts;                                                       
the   timing  of  the  recognition  of  advertising  costs  for                 
accounting   purposes   under  generally  accepted   accounting                 
principles;   and   general  economic   conditions,   including                 
continued slowdown in advertiser spending.                                      

As  a  result,  we believe that our results of  operations  may                 
fluctuate  significantly, and it is possible that our operating                 
results could be below the expectations of investors.                           

We  do not intend to pay cash dividends on our shares       
of common stock.                                                                

The  future  payment of dividends will be at the discretion  of                 
our  Board of Directors and will depend on our future earnings,                 
financial   requirements  and  other  similarly   unpredictable                 
factors. For the foreseeable future, it is anticipated that any                 
earnings  which  may be generated from our operations  will  be                 
retained  by  us to finance and develop our business  and  that                 
dividends will not be paid to stockholders.                                     

ITEM 2    DESCRIPTION OF PROPERTY                                               

Our  current  address  is  101  Marietta  St.,  Suite  1070,                    
Atlanta,  GA.   This  address is the  office  of  our  legal                    
counsel  RGW.  Our business has been located in  this  space                    
since  2003.  We have secured a production facility  located                    
at  2905 Suite E, Amwiler Rd., Atlanta, GA 30360. We plan to                    
locate our business operations to the production facility as                    
soon  as  preliminary construction is completed. We  believe                    
that  our  current facilities are adequate  to  conduct  our                    
business  operations for the foreseeable future. We  believe                    
that  we  will be able to renew this lease on similar  terms                    
upon expiration. If we cannot renew the lease agreement,  we                    
believe  that we could find other suitable premises  without                    
any material adverse impact on our operations.                                  

ITEM 3    LEGAL PROCEEDINGS                                                     
The  Company  is  not currently involved in  any  litigation                    
that  it  is aware of.  However, the company is involved  in                    
the  entertainment  industry and the  Company  could  become                    
party  to litigation in its ordinary course of business.  We                    
do not believe that the ultimate disposition of any of these                    
matters  will  have  a  material  adverse  effect   on   our                    
consolidated  financial position, results of  operations  or                    
liquidity.                                                                      

ITEM 4    SUBMISSION  OF MATTERS TO A VOTE OF SECURITIES                        
HOLDERS                                                                         

During the fiscal year ending on December 31, 2003 the                          
Company did not submit any proposals to the shareholders for                    
vote.                                                                           

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED  STOCKHOLDER                     
MATTERS                                                     
Period                     High bid            Low Bid                          
August 25 thru Sept.        $0.022             $0.010                           
30, 2003                                                                        
October 1 thru              $0.085             $0.009                           
December 31, 2003                                                               

Our common stock is currently quoted on the Over-The-Counter                    
Bulletin Board under the symbol "SSSU.OB".                                      

Market Information                                                              
------------------                                                              

On  August 25, 2003 our predecessor, Group Management  Corp,                    
Inc.,  filed Form 8k-12G(3) with the Securities and Exchange                    
Commission registering our  common stock under the  Exchange                    
Act.  Our  shares of common stock were first quoted  on  the                    
Over-The-Counter  Bulletin Board as  SSSU  in  September  of                    
2003.  The  following table presents the high  and  low  bid                    
prices per share of our common stock as quoted for the years                    
ended  December 31, 2003 which information was  provided  by                    
NASDAQ Trading and Market Services.                                             

Period                                                                          

High Bid                    
Low bid                     

August 25, 2003 thru Sept. 30, 2003                                             

$0.022                    
$0.010                    

October 1, 2003 thu December 31, 2003                                           

$0.085                    
$0.009                    

The above quotations reflect inter-dealer prices, without                       
retail mark-up, markdown or commission and may not reflect                      
actual transactions.                                                            
Holders                                                                         
-------                                                                         

As of December 31, 2003 we had 701 stockholders of            
record of our common stock. Such number of record holders                       
was derived from the records maintained by our transfer                         
agent.                                                                          

Dividends                                                                       
---------                                                                       

To  date,  we have not declared or paid  any  cash          
dividends  and  do not intend to do so for  the  foreseeable                    
future. We intend to retain all earnings, if any, to finance                    
the  continued  development  of  our  business.  Any  future                    
payment  of  dividends  will be  determined  solely  in  the                    
discretion of our Board of Directors.                                           

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS                              

The  following  discussion  and analysis  of  our  financial                    
condition  and  results  of operations  should  be  read  in                    
conjunction  with our consolidated financial statements  and                    
related  notes  appearing elsewhere  in  this  report.  This                    
discussion  and analysis contains forward-looking statements                    
that  involve  risks,  uncertainties, and  assumptions.  The                    
actual  results may differ materially from those anticipated                    
in  these forward-looking statements as a result of  certain                    
factors, including but not limited to the risks discussed in                    
this report.                                                                    

Overview                                                                        
--------                                                                        

We  are  a  multimedia entertainment company  that          
operates  a  film division, a record division and  a  studio                    
division.  During  Fiscal 2003, after the merger  with  SSSG                    
Acquisition  Corp. was completed, we completely restructured                    
our  operation  to enter the entertainment content  creation                    
business.   We  currently operate as Silver Screen  Studios,                    
Inc.  with subsidiary companies operating to function  as  a                    
vertically integrated business.  Our subsidiaries listed  in                    
the  table  below  to date have not generated  any  revenue,                    
however,  management  feels  that  once  we  locate  to  our                    
production  facility  the  subsidiary  companies   will   be                    
positioned  to  generate  revenue.   However,  there  is  no                    
assurance that the subsidiaries companies will then, if ever                    
generate any revenue.                                                           

We  presently  do  not  have  sufficient  cash  to          
implement  our business plan. We have experienced this  lack                    
of liquidity throughout Fiscal 2003, causing us to be unable                    
to  produce any feature films. We believe that we  need   to                    
raise  or otherwise obtain at least $2,500,000 in additional                    
financing in order to implement our business plan. If we are                    
successful  in obtaining such financing, we may  require  an                    
additional  nine  to  twelve months  in  order  to  complete                    
production  of  additional feature  films  for  release  and                    
distribution. Accordingly, in order to generate revenues  in                    
Fiscal 2004, we may need to rely on other sources of revenue                    
such  as  acquiring  the  rights to distribute  and  exploit                    
feature  films and other entertainment content  produced  by                    
third  parties.  If  we  are  not  successful  in  obtaining                    
additional  financing, we will not be able to implement  our                    
business plan.                                                                  

History of the Company                                                          
----------------------                                                          

We are a Georgia corporation whose common stock is          
eligible  for  quotation  on  the Over-The-Counter  Bulletin                    
Board Trading System under the symbol "SSSU". From the  date                    
of  our formation in May, 2003 through December 31, 2003, we                    
have  been   engaged  in the business of  the  entertainment                    
industry..                                                                      

Pursuant to Rule 12g-3(a) under the Exchange  Act,          
we were the successor                                                           
issuer  to  Group  Management Corp.. for reporting  purposes                    
under the Exchange Act, and                                                     
our  common  stock  is deemed to be registered  pursuant  to                    
Section 12(g) of the Exchange Act.                                              

On September  2003, our trading symbol on the Over-           
The-Counter  Bulletin  Board  was  changed  from  "GPMT"  to                    
"SSSU".                                                                         

Please also refer to the information in notes 1 and           
2  to  the  consolidated financial statements. The following                    
discussion  and analysis should be read in conjunction  with                    
the  consolidated financial statements and the related notes                    
thereto included in this Form 10-KSB.                                           

Critical Accounting Policies                                                    
----------------------------                                                    

In   presenting  our  financial   statements   in         
conformity with accounting principles generally accepted  in                    
the  United  States, we are required to make  estimates  and                    
assumptions  that  affect  the  amounts  reported   thereon.                    
Several of the estimates and assumptions we are required  to                    
make relate to matters that are inherently uncertain as they                    
pertain  to future events. However, events that are  outside                    
of our control cannot be predicted and, as such, they cannot                    
be   contemplated   in   evaluating   such   estimates   and                    
assumptions. If there is a significant unfavorable change to                    
current  conditions,  it will likely result  in  a  material                    
adverse  impact  to our consolidated results of  operations,                    
financial  position and in liquidity. We  believe  that  the                    
estimates  and  assumptions  we  used  when  preparing   our                    
financial statements were the most appropriate at that time.                    
Presented  below  are  those  accounting  policies  that  we                    
believe require subjective and complex judgments that  could                    
potentially affect reported results.                                            

Revenue Recognition                                           
-------------------                                           
We  are a development stage company and as such we have  not                    
generated  any revenue from our operations for  any  revenue                    
recognition.   However, once revenue is generated  from  our                    
operations we intend to adopt the proper revenue recognition                    
standards.                                                                      

Capitalized Film Costs                                        
----------------------                                        

We are a development stage company and as such  we          
have  not generated any revenue from our operations for  any                    
revenue  recognition.   However, once revenue  is  generated                    
from  our  operations we intend to adopt the proper  revenue                    
recognition  standards  and the  proper  treatment  of  film                    
assets.                                                                         

Results of Operations                                                           

Our  operations  during  fiscal  2003  we  concentrated   on                    
restructuring  the business model of Silver Screen  Studios,                    
Inc.   Our operations did not generate any revenue in fiscal                    
2003.    However,  the  Company  has  several  projects   in                    
development,  with  the  most  advanced  being,  Murder   by                    
Deception,  ("MBD").   MBD will be the  first  feature  film                    
produced  by  the Company through its production  subsidiary                    
Greenlight  Productions, Inc. MBD  will  be  distributed  by                    
Silver  Screen Distributions, Inc.  MBD will be a direct  to                    
DVD  production  with an expect release date  of  second  or                    
third quarter 2004.                                                             

The  Company  through  it  publishing  division,  Millennium                    
Publishing   has  two  novels  completed   and   ready   for                    
publication.   The  first novel, Heirs  to  Murder  will  be                    
produced  as  an  E-Book.  The Company has created  what  we                    
believe  is a  novel concept in the publication of a  novel.                    
The Company will utilize the E-book format to include in the                    
internals of the book various multi-media content, including                    
but  not  limited  to, audio and video  materials.   We  may                    
receive  net  revenues from the television and international                    
licensing rights during Fiscal 2004. However, there  can  be                    
no  assurance that we will generate net revenues from any of                    
these arrangements.                                                             

Operating Loss                                                                  

The  net  loss  form  operations for the  fiscal  year  2003                    
resulted  primarily from the payment of legal and consulting                    
fees  related  to our complete restructuring of  operations.                    
Going forward in fiscal year 2004 legal and consulting  fees                    
should  remain  constant as we initiate operations  of   our                    
various subsidiary businesses.  We did  not comparisons with                    
previous years operating losses as fiscal 2003 was our first                    
year of operations.                                                             

Liquidity Resources                                                             

During  Fiscal 2004, we anticipate continuing to pursue  all                    
possible  funding scenarios that will finance  our  business                    
operations.  We  intend  to  seek  financing  to  fund   our                    
operations for the next twelve months through sales  of  our                    
securities  and/or  a  combination of alternative  financing                    
structures  including,  but not limited  to,  joint  or  co-                    
ventures, licensing of projects, production subsidies,  debt                    
financing,  tax  structured  financing,  a  merger  with  or                    
acquisition of a foreign listed entity and partnerships  for                    
individual or multiple projects. We are presently engaged in                    
negotiations  of  definitive agreements with  two  potential                    
sources of financing. However, we are not certain that these                    
financing transactions will close or whether we will be able                    
to  obtain additional financing. We believe that it will  be                    
necessary  for us to raise at least $2,500,000 in  order  to                    
meet  our anticipated cash requirements through January  31,                    
2005.  There can be no assurances that we will be successful                    
in our efforts to raise this amount of additional financing.                    
In  the  event that we are unable to raise these  funds,  we                    
will  then  be  required  to delay our  plans  to  grow  our                    
business  and we will rely on our net revenues to  fund  our                    
operations.                                                                     

Default of Agreements                                                           

We  are  not currently in default of any agreements or  loan                    
covenants.                                                                      

In addition, we have accounts payable  of $0.0 and accrued                      
expenses in the aggregate amount of $0.0.                                       

We also have other no obligations which mature or may mature                    
in the next twelve months.                                                      

The  nature  of  our business is such that significant  cash                    
outlays   are   required  to  produce  and  acquire   films,                    
television programs, music soundtracks and albums.  However,                    
Net Revenues from these projects are earned over an extended                    
period  of  time  after  their  completion  or  acquisition.                    
Accordingly, we will require a significant amount of cash to                    
fund  our  present operations and to continue  to  grow  our                    
business. As our operations grow, our financing requirements                    
are  expected  to grow proportionately and  we  project  the                    
continued  use  of  cash  in operating  activities  for  the                    
foreseeable future. Therefore we are dependent on  continued                    
access   to  external  sources  of  financing.  Our  current                    
financing strategy is to sell our equity securities to raise                    
a substantial amount of our working capital. We also plan to                    
leverage  investment  in film and music productions  through                    
operating  credit facilities, co-ventures and single-purpose                    
production   financing.   We  plan   to   obtain   financing                    
commitments,  including, in some cases, foreign distribution                    
commitments,  to  cover, on average, at  least  50%  of  the                    
budgeted  third-party costs of a project  before  commencing                    
production.  We  plan  to outsource  required  services  and                    
functions  whenever  possible. We plan  to  use  independent                    
contractors and producers, consultants and professionals  to                    
provide  those  services necessary to operate the  corporate                    
and  business operations in an effort to avoid build  up  of                    
overhead    infrastructures,   to   maintain   a    flexible                    
organization  and  financial structure for  productions  and                    
ventures  and  to  be  responsive to business  opportunities                    
worldwide. Accordingly, once we raise at least $2,500,000 in                    
additional financing, we believe that the net proceeds  from                    
that  financing  together with cash  flow  from  operations,                    
including  our  share  of future film  production,  will  be                    
available  to  meet known operational cash requirements.  In                    
addition,  we  believe that our improved liquidity  position                    
will enable us to qualify for new lines of credit on an  as-                    
needed basis.                                                                   

These  matters raise substantial doubt  about  our          
ability  to  continue as a going concern. We  will  need  to                    
raise significant additional funding in order to satisfy our                    
existing  obligations  and to fully implement  our  business                    
plan.  There can be no assurances that such funding will  be                    
available  on terms acceptable to us or at all.  If  we  are                    
unable  to generate sufficient funds, particularly at  least                    
$1,500,000,  then we may be forced to cease or substantially                    
curtail operations.                                                             

We  do  not  pay  and do not intend  to  pay  cash          
dividends  on our common stock. We believe it to be  in  the                    
best  interest  of our stockholders to invest all  available                    
cash in the expansion of our business.                                          

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10KSB Filing		Date		Other Filings
		8/23/03
		8/25/03
		9/30/03		10QSB, 10QSB/A
		10/1/03
		11/21/03		10QSB
For The Period Ended		12/31/03		10KSB/A, 8-K, NTN 10K
Filed On / Filed As Of		4/15/04		10KSB/A
		1/31/05
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