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Trans Continental Entertainment Group Inc – ‘8-K’ for 10/7/02

On: Monday, 10/7/02, at 4:03pm ET · For: 10/7/02 · Accession #: 912057-2-37897 · File #: 1-12327

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/07/02  Trans Continental Entertainm… Inc 8-K:5,7    10/07/02    1:83K                                    Merrill Corp/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        30    139K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Alec DeFrawy and Relationship to The Paramount Trust and General Services Corporation Common Stock Consulting Agreements Cortes Randell and Relationship to The Jefferson Trust and Madison Consulting Company Financial Statements and Exhibits Other Events Other Transactions and Agreements Preferred Stock Ralph Edward Bell and Relationship to The Morgan Trust and Corporate Media Services, Inc Stock Ownership of Officers, Directors and Principal Stockholders
1	1st Page - Filing Submission
2	Item 5. Other Events
10	Stock Ownership of Officers, Directors and Principal Stockholders
16	Consulting Agreements
18	Cortes Randell and Relationship to The Jefferson Trust and Madison Consulting Company
19	Alec DeFrawy and Relationship to The Paramount Trust and General Services Corporation
20	Ralph Edward Bell and Relationship to The Morgan Trust and Corporate Media Services, Inc
21	Other Transactions and Agreements
26	Common Stock
"	Preferred Stock
27	Item 7. Financial Statements and Exhibits

8-K 1st Page of 30 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 Current Report Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934

 Date of Report: October 7, 2002

OPTIONS TALENT GROUP
 (Exact name of Company as specified in its charter)

   NEVADA                      0-22382                    56-1051491
(State of Incorporation)    (Commission File Number)      (IRS Employer ID No.) 

1701 Park Center Drive
Orlando, Florida 32835

(Address of principal executive offices)(Zip Code)

Company's telephone number, including area code:  (888) 590-9994                

Former name or former address, if changed since last report:  n/a               

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INFORMATION INCLUDED IN THIS REPORT:                                            
------------------------------------                                            

ITEM 5.  OTHER EVENTS.                                                          

   This Current Report on Form 8-K is intended to supplement certain
information relating to Options Talent Group, a Nevada corporation (the         
"Company"), and to discuss certain relationships existing between certain       
principal stockholders of the Company, certain directors (including proposed    
director nominees) and consultants to the Company. Unless otherwise indicated or
the context otherwise requires, all references to the "Company" include Trans   
Continental Talent Inc. ("TCTI"), the principal operating subsidiary of the     
Company. Options Talent Group was previously known as Sector Communications,    
Inc. until approximately January 2002 when it acquired eModel, Inc., a privately
held company.                                                                   

ACQUISITION BY MERGER OF TRANS CONTINENTAL CLASSICS, INC.                       

  As reported by the Company on a Current Report on Form 8-K dated
September 6, 2002, the Company completed the acquisition of Trans Continental   
Classics Inc., a privately held Nevada corporation ("TCC") through the merger of
a newly formed subsidiary of the Company with and into TCC, with TCC being the  
survivor, with the result of TCC becoming a wholly owned subsidiary of the      
Company (the "Acquisition by Merger" or the "TCC Transaction"). The terms of the
TCC Transaction were set forth in that certain Agreement and Plan of Merger     
("TCC Merger Agreement") by and among the Company, TCC, the TCC stockholders and
certain stockholders of the Company (including all of the holders of the Series 
C Preferred Stock).                                                             

       In connection with the Acquisition by Merger of TCC, Messrs. Louis J.
Pearlman and Gregory T. McDonald, the sole stockholders of TCC (the "Former TCC 
Stockholders"), received in exchange for their shares of common stock in TCC and
the agreements and covenants of Mr. Pearlman (which are detailed elsewhere      
herein) an aggregate initial issuance of 116,280,000 shares of the common stock,
par value $0.001 per share ("Common Stock"), of the Company                     

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(the "Initial Shares"). In addition, the Company agreed to issue to the Former  
TCC Stockholders an additional number of shares of Common Stock (the "Additional
TCC Shares"), upon the completion of the then contemplated 100-to-1 reverse     
split of the Company's Common Stock (the "Reverse Split") with a corresponding  
decrease in the authorized shares of Common Stock from 500,000,000 to 5,000,000 
and a subsequent contemplated increase of the authorized number of shares of    
Common Stock back to 500,000,000 shares of Common Stock, equal to that number of
shares which, when added to the Initial Shares (as adjusted for the Reverse     
Split), would equal 51% of the issued and outstanding shares of Common Stock of 
the Company as of the closing date of the TCC Transaction on a fully diluted    
basis (including the Company's Series C Convertible Preferred Stock ("Series C  
Preferred Stock") on an as-converted into shares of Common Stock basis).        

    The Company has agreed that so long as the Former TCC Stockholders
hold, directly or indirectly, in the aggregate greater than 50% of the Company's
voting capital stock on a fully diluted basis, it will maintain the number of   
directors at five and shall nominate for election to the Board of Directors     
three nominees designated by the Former TCC Stockholders and two nominees       
designated by the holders of the Series C Preferred Stock, one of whom is to be 
selected in part for his or her accounting or financial expertise. However, the 
Series C Preferred Stock will be converted into common stock in connection with 
the issuance of the Additional TCC Shares, and thereafter the previous holders  
of such Series C Preferred Stock will no longer have the ability to designate   
nominees for director pursuant to the TCC Merger Agreement. The Company, Former 
TCC Stockholders and holders of the Series C Preferred Stock have agreed to take
such actions to facilitate the replacement of Mohamed Hadid, Anthony Ruben and  
Rafiah Kashmiri on the Board of Directors with Messrs. Pearlman and McDonald and
Jeffrey Kranzdorf. In this regard, subject to compliance with Section 14(f) of  
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule  
14f-1 promulgated thereunder, Messrs. Hadid and Ruben and Ms. Kashmiri have     
agreed to resign from the Board of Directors and the remaining members of the   
Board of Directors have agreed to appoint Messrs. Pearlman, McDonald and        
Kranzdorf to fill the resultant vacancies. Pursuant to the Merger Agreement,    
Messrs. Pearlman, McDonald and Kranzdorf were appointed as directors of TCTI and
Messrs. Pearlman and McDonald were appointed as TCTI's Chairman of the Board and
President, respectively, effective September 5, 2002. The following sets        
forth certain biographical information relating to Messrs. Pearlman, McDonald   
and Kranzdorf.                                                                  

         LOUIS J. PEARLMAN. Mr. Pearlman, age 48, while employed by the Company,
has not been formally appointed to the position of Chairman of the Board as     
contemplated by the TCC Merger Agreement. Upon satisfaction of Section 14(f)    
under the Exchange Act and Rule 14f-1 promulgated thereunder, it is expected    
that Mr. Pearlman will be so appointed. As noted below, Mr. Pearlman was        
appointed to the Board of Directors of TCTI on September 5, 2002. In addition to
Mr. Pearlman's positions with the Company, he has also served as the chairman of

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the board and chief executive officer of Trans Continental Records, Inc., an    
entertainment company responsible for discovering and developing the music      
groups Backstreet Boys, *NSYNC, LFO, Natural and O-Town, since he founded the   
company in February 1992. Mr. Pearlman also served as president of Trans        
Continental Records since 1991. Trans Continental Records currently produces    
and markets (through its Trans Continental Television Productions unit) the     
ABC/MTV series "Making the Band" and markets and distributes worldwide          
(through its Trans Continental Pictures unit) the feature-length motion         
picture "Longshot," which features appearances by Britney Spears and members    
of *NSYNC, among others. From June 1982 to October 2001, Mr. Pearlman served    
as the president, chief executive officer and chief operating officer Clean     
Systems Technology Group, Ltd. (formerly known as Airship International,        
Ltd., formerly known as Entertainment International, Ltd.), an OTC Bulletin     
Board public company, engaged in the gas manufacturing and delivery systems     
industry since October 2001, and from October 1998 to October 2001 engaged in   
the entertainment industry. Clean Systems Technology Group, Ltd. currently is   
inactive. Mr. Pearlman currently serves on the board of directors of Clean      
Systems Technology Group, Ltd.                                                  

GREGORY T. MCDONALD. Mr. McDonald, age 53, has served as the Company's
President since September 5, 2002, having been appointed in connection with     
the Acquisition by Merger of TCC, of which he was principal stockholder and     
director. In addition to Mr. McDonald's position with the Company, he also is   
the president of Trans Continental Records, Inc., a position he has held since  
August 1999. Mr. McDonald also currently serves as the president of Heritage    
Entertainment Inc., a position he has held since 1983. Heritage Entertainment is
in the entertainment and records industry. Mr. McDonald also serves as the      
chairman of Management One, LLC, a personal management firm representing        
recording and performing artists including, Julio Iglesias and Jose Feliciano.  
Mr. McDonald has held this position since early 2002. Mr. McDonald was the      
president ot spinplanet.com, an Internet based entertainment company. Pursuant  
to the TCC Merger Agreement, upon satisfaction of Section 14(f) under the       
Exchange Act and Rule 14f-1 promulgated thereunder, Mr. McDonald is expected    
to be appointed to the Company's Board of Directors. As noted below, Mr.        
McDonald was appointed to the Board of Directors of TCTI on September 5, 2002.  

     JEFFREY P. KRANZDORF. Mr. Kranzdorf, age 47, is a director nominee expected
to be appointed to our Board of Directors following compliance with Section     
14(f) under the Exchange Act and Rule 14f-1 promulgated thereunder. Mr.         
Kranzdorf was appointed as a member of the Board of Directors of TCTI on        
September 5, 2002. Mr. Kranzdorf has been engaged in the private practice of law
since 1993. Pursuant to the TCC Merger Agreement, upon satisfaction of Section  
14(f) under the Exchange Act and Rule 14f-1 promulgated thereunder, Mr.         
Kranzdorf is expected to be appointed to the Company's Board of Directors. As   
noted below, Mr. Kranzdorf was appointed to the Board of Directors of TCTI on   
September 5, 2002.                                                              

      As further consideration to the Company to enter into the TCC Merger
Agreement, Mr. Pearlman agreed to serve as the Company's Chairman for a period  
of 60 months and to:                                                            

o   be actively involved in the promotion of the Company;             

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  o   use his best efforts to launch an episodic television show that will
support the credibility and business objective of the Company;
o   allow or cause to be allowed, as necessary, links from websites   
       maintained by the Company to websites controlled or maintained by Mr.
Pearlman, Transcontinental Records, and/or their respective   
affiliates, including, without limitation, loupearlman.com;   
        naturalofficialsite.com; o-townrecords.com; otownbands.com; t-con.com;
and makingthehit.com;                                         
o   permit the Company to include the successes of Mr. Pearlman,      
Transcontinental Records, and any of their affiliates in the  
 promotional and marketing materials and efforts of the Company;
      subject to Mr. Pearlman's review and reasonable consent with respect
to such inclusion of any specific matter;                     
    o   upon the reasonable request of the Company, Mr. Pearlman shall arrange
    for personal/ promotional appearances of artists and other Persons
       represented by Transcontinental Records and/or Mr. Pearlman at events
 held or arranged by the Company, including, without limitation,
       one-time events and office guest appearances, the cost of which shall
be on a most favored customer basis;                          
o   fully participate in the development of strategy and execution of 
operations of the Company;                                    
    o   use his best efforts to facilitate the establishment of joint ventures
    and licensing arrangement in the United States, Canada, Europe and
Asia with respect to the objectives of the Company; and       
o   fully participate in the development and launch of a music-based  
franchising division of the Company (similar to the current   
    modeling-based franchise business of the Company) in 2002 with the
     goal of 60 sales of such franchises by the Company at approximately
$20,000 during the first half of 2003.                        

    As a result of the TCC Transaction, the Reverse Split (effected on
September 20, 2002) and the agreement by which Messrs. Pearlman and McDonald are
to be issued a number of shares equal to 51% of the Company's issued and        
outstanding stock on a fully diluted basis, changes have or are expected to     
occur with respect to the relevant percentage of ownership of the Company's     
Common Stock by the principal stockholders of the Company, as more fully        
described below. In addition, changes in the management of the Company have or  
are expected to occur, as more fully described below.                           

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OFFICERS, DIRECTORS AND OTHER RELATED PARTIES.                                  

Current Officers and Directors of the Company                 
---------------------------------------------                 

                                                                [Download Table]


Name                 Position                                          
----                 --------                                          
                                                                       
Louis J. Pearlman    Chairman of the Board Designate                   

Mohamed Hadid        Chairman of the Board of Directors and Secretary  

Mark R. Tolner       Director and Chief Executive Officer              

Gregory T. McDonald  Director Designate and President                  

Anthony R. Ruben     Director, Chief Operating Officer and Acting Chief
                     Financial Officer                                 

Neil E. Mauskapf     Director, Chief Technology Officer and Chief      
                     Information Officer                               

Rafiah Kashmiri      Director                                          

Jeffrey Kranzdorf    Director Designate                                


Current Officers and Directors of TCTI                        
--------------------------------------                        

                                                                [Download Table]


Name                              Position                                   
----                              --------                                   
                                                                             
Louis J. Pearlman                 Chairman of the Board                      

Gregory T. McDonald               Director and President                     

Jeffrey Kranzdorf                 Director and Secretary Designate           

Mark R. Tolner                    Director and Chief Executive Officer       

Neil Mauskapf                     Director, Chief Technical Officer and Chief
                                  Information Officer                        

Anthony R. Ruben                  Chief Operating Officer and Acting Chief   
                                  Financial Officer                          

Terri Bears                       Vice President - New Business Development  

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     The holders of the Series C Preferred Stock have the right to elect
three of the five members of the Company's Board of Directors (each such        
director elected by the Series C Preferred Stock holders, the "Series C         
Directors"). Pursuant to a Stockholders' Agreement dated January 14, 2002       
("Stockholders' Agreement"), entered into by, between and among the Company,    
Mohamed Hadid, Graye Capital, Ltd. (a British Virgin Islands corporation),      
Fortune Multimedia, Ltd. (a British Virgin Islands corporation), Homesite       
Capital, Ltd. (a British Virgin Islands corporation) (the aforesaid three       
British Virgin Islands corporations being collectively referred to as the "BVI  
Corporations") The Jefferson Trust ("Jefferson"), The Paramount Trust           
("Paramount") and The Morgan Trust ("Morgan") (the aforesaid three trusts being 
collectively referred to as the "Trusts") and Richard J. Walk, the parties      
thereto agreed to vote for one Series C Director designated by each Trust. Under
this arrangement, Mr. Ruben, Mr. Mauskapf and Ms. Kashmiri are the current      
Series C Directors. The Stockholders' Agreement was previously disclosed in the 
Company's Current Report on Form 8-K dated January 31, 2002, as amended.        
Pursuant to the Stockholders' Agreement, Mohamed Hadid, and the BVI Corporations
have granted irrevocable proxies, apportioned as nearly equal as possible, to   
each of Jefferson, Paramount and Morgan.                                        

The Board of Directors and Officers of the Company and TCTI   
Following the Anticipated Election of a New Board of Directors
--------------------------------------------------------------

       As further set out in the TCC Merger Agreement filed as an exhibit to
the Company's Form 8-K dated September 6, 2002, upon the Company's compliance   
with Section 14(f) of the Exchange Act, including the filing with the SEC and   
distribution to the Company's stockholders of the information required under    
Rule 14f-1 under the Exchange Act, Mohamed Hadid, Anthony Ruben and Rafiah      
Kashmiri each will resign from the Board of Directors, and the following        
individuals will constitute the Board of Directors and the officers of the      
Company and Trans Continental Talent, Inc. The TCC Merger Agreement provides    
that the composition of the Board of Directors of TCTI will be the same as that 
of the Board of Directors of the Company. In addition, the TCC Merger Agreement 
provides that the officers set forth below (other than the vice presidents) are 
to be the same for TCTI as for the Company. The vice presidents identified below
will be officers only of TCTI and not the Company.                              

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                                                                [Download Table]

Name                 Position                                         
----                 --------                                         
                                                                      
Louis J. Pearlman    Chairman of the Board of Directors of the Company
                     and TCTI                                         

Gregory T. McDonald  Director and President of the Company and TCTI   

Jeffrey Kranzdorf    Director and Secretary of the Company and TCTI   

Mark R. Tolner       Director and Chief Executive Officer of the      
                     Company and TCTI                                 

Neil E. Mauskapf     Director, Chief Technology Officer and Chief     
                     Information Officer of the Company and TCTI      

Anthony R. Ruben     Chief Operating Officer and Acting Chief         
                     Financial Officer                                

Terri Bears          Vice President - New Business Development        
                     of TCTI                                          

      The biographical information of all officers and directors, with the
exception of Louis J. Pearlman, Gregory T. McDonald and Jeffrey Kranzdorf which 
appears above, are as follows:                                                  

MOHAMED HADID. Mr. Hadid, age 54, has served as the Company's 
Chairman of the Board since December 1998 and as its Secretary since January    
2002. From January 2002 to September 2002, Mr. Hadid also served as the         
Company's Chief Executive Officer. Since August 1999, Mr. Hadid has served as   
chairman of the Hadid Development Group, a private property development         
company. From June 1999 to November 2000, Mr. Hadid served as chairman of The   
Entertainment Internet, a then public Internet services company. The            
Entertainment Internet filed for protection under Chapter 11 in 2000, which     
later was changed to Chapter 7 bankruptcy. Pursuant to the TCC Transaction,     
Mr. Hadid has agreed to resign from the Company's Board of Directors upon       
satisfaction by the Company with Section 14(f) of the Exchange Act and Rule     
14f-1 promulgated thereunder to accommodate the Board changes contemplated in   
the TCC Merger Agreement and as discussed above. As previously reported in      
the Company's Form 10-KSB file June 13, 2000 for the year ended February 29,    
2000, on November 8, 1999, Mohamed Hadid filed a voluntary petition in the      
U.S. Bankruptcy Court for the Central District of California seeking relief     
relating to personal matters as of November 22, 2000.                           

      MARK R. TOLNER. Mr. Tolner has served as the Company's President and
Chief Executive Officer since August 2001 and September 2002, respectively,     
and was appointed as a member of the Company's Board of Directors in January,   
2002. From April 1999 to August 2001, Mr. Tolner served as president of         
Entertech Media Group, a non-trading but SEC reporting company engaged in       
film production and distribution. Prior thereto, from November 1979 to May      
1998, Mr. Tolner served as president of Shirlstar (Holdings) Ltd., a United     
Kingdom venture capital firm. During Mr. Tolner's tenure as president of        
Entertech Media Group and Shirlstar (Holdings) Ltd., the companies employed     
approximately 20 and 80 persons, respectively.                                  

ANTHONY R. RUBEN. Mr. Ruben has served as the Company's Chief 
Operating Officer since May 2002 and the Company's Acting Chief Financial       
Officer since July 2002, and was appointed as a member of the Company's Board   
of Directors in May 2002. Prior thereto, from May 2000 to June 2002, Mr.        
Ruben served as chief financial officer and treasurer of Compass Knowledge, a   
publicly traded distance learning company. From May 1999 to December 1999, he   
was the treasurer and vice president of corporate development for Industar      
Digital PCS, a wireless communications company, and from December 1999 to May   
2000 he served as a consultant to Industar. From                                

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March 1997 to May 1999, Mr. Ruben was an investment banker with Tucker Anthony. 
Pursuant to the TCC Transaction, Mr. Ruben has agreed to resign from the        
Company's Board of Directors upon satisfaction by the Company with Section 14(f)
of the Exchange Act and Rule 14f-1 promulgated thereunder to accommodate the    
Board changes contemplated in the TCC Merger Agreement and as discussed above.  

   NEIL E. MAUSKAPF. Mr. Mauskapf has served as our Chief Technology
Officer and Chief Financial Officer since January 2002, and was appointed as a  
member of our Board of Directors in January 2002. From May 2000 to December     
2001, Mr. Mauskapf served as the director of project management for Merchant    
Wired LLC, a telecommunications company. As director of project management, Mr. 
Mauskapf managed the implementation of WAN networks. From January 2000 to April 
2000, he served as a contractor with Tek Systems, providing consulting services 
relating to installation and implementation of computer equipment. From June    
1999 to December 1999, Mr. Mauskapf served as a staff technician for Robert Half
Inc., where he also provided consulting services relating to installation and   
implementation of computer equipment. Prior thereto, from February 1990 to May  
1999, Mr. Mauskapf served in various retail management positions with Bed Bath  
and Beyond and CompUSA where he managed operations with up to 120 employees and 
25 million dollars in revenue.                                                  

      RAFIAH KASHMIRI. Ms. Kashmiri, age 61, has served as a member of the
Company's Board of Directors since January 2002. Since 1984, Rafiah Kashmiri    
has been a principal shareholder, officer and director of Modasco, Inc.         
Modasco is a privately held company whose principal business is the creation    
of computer models and simulations and also included, prior to the transfer     
of the intellectual property relating thereto (as discussed beginning on page   
11), the marketing of unrepresented models through Internet web postings. Ms.   
Kashmiri holds Masters Degrees in nuclear physics and bio physics (with a       
minor in chemistry) from the University of Kentucky. Pursuant to the TCC        
Transaction, Ms. Kashmiri has agreed to resign from the Company's Board of      
Directors upon satisfaction by the Company with Section 14(f) of the Exchange   
Act and Rule 14f-1 promulgated thereunder to accommodate the Board changes      
contemplated in the TCC Merger Agreement and as discussed above.                

  TERRI L. BEARS. Ms. Bears, age 29, has served as the Senior Vice
President of New Business Development of TCTI since July 2000. Prior            
thereto, Ms. Bears was the director of scouting for eModel, Inc. from May 2000  
to September 2000, and held various positions with Studio 58, a division of     
Modasco, Inc. (whose principal business was the marketing of unrepresented      
models through Internet web postings), including scout, talent executive and    
manager from February 2000 to May 2000. From 1997 to 2000 and from 1999 to      
2000, Ms. Bears was a teacher with the Brevard County, Florida School District  
and an educator with the University of Central Florida, respectively.           

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OTHER RELATED PARTIES                                                           

    Joan Randell, the sole Trustee of Jefferson, is the wife of Cortes
Randell (see discussion below under "Cortes Randell and Relationship to The     
Jefferson Trust and Madison Consulting Company"). The Jefferson Trust is for the
benefit of the children of Mr. and Mrs. Randell. Rafiah Kashmiri is the Trustee 
and Beneficiary of Paramount. Ms. Kashmiri is the mother of Ayman A. El-Difrawi 
(who is referred to herein as "Alec DeFrawy") (see discussion below under "Alec 
DeFrawy and Relationship to The Paramount Trust and General Services            
Corporation"). Ralph Edward Bell is the Trustee of Morgan, which is for the     
benefit of Patricia Erickson and Ralph Edward Bell (also known as Edward Bell)  
(see discussion below under "Ralph Edward Bell and Relationship to The Morgan   
Trust and Corporate Media Services, Inc.").                                     

 From approximately October 2001 through September 25, 2002, Mr.
David Elliot served as a Senior Vice President of Sales of TCTI. Mr. Elliot     
was terminated on September 25, 2002 with three weeks' notice. On or about      
October 18, 1995, Mr. Elliot pled guilty to a federal charge of conspiracy      
to commit bank fraud in satisfaction of charges brought against him in the      
United States District Court for the Middle District of Florida and the United  
States District Court for the District of Columbia and was sentenced to five    
months of incarceration.                                                        

STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.              

        The tables below set forth the ownership of the Company's Common Stock
and Series C Preferred Stock by the identified stockholders as of the dates     
indicated. As of the date of this Current Report on Form 8-K, the Additional TCC
Shares have not yet become issuable and thus, other than the pro forma stock    
ownership table, the tables below do not reflect such shares. The Series C      
Preferred Stock (the material terms of which are described below in greater     
detail) generally votes with the Common Stock as a single class with the number 
of votes equal to the number of shares of Common Stock into which the Series C  
Preferred Stock is then convertible. Each share of Series C Preferred Stock was 
convertible into 60 shares of Common Stock on the date indicated for each table 
(except where adjusted to reflect the Reverse Split). The number of shares of   
capital stock beneficially owned as well as the corresponding percentage of     
votes represented thereby do not include shares and votes over which a          
stockholder holds or has granted any known proxy, and is instead presented in   
the footnotes of each table. Unless otherwise indicated, the business address of
each person listed is c/o Options Talent Group, 1701 Park Center Drive, Orlando,
Florida, 32835.                                                                 

        The table below sets forth ownership of the Company's capital stock as
of September 5, 2002, the day prior to the effective date of the TCC            
Transaction. The amounts in this table do                                       

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not reflect the Reverse Split. The stockholdings of Messrs. Hadid and Walk and  
the Trusts was previously reported in the Company's Current Report on Form 8-K  
dated January 31, 2002, as amended. Additional information regarding certain    
stockholders was obtained from Schedule 13D's filed with the SEC since the      
Company's completion on January 31, 2002 of its acquisition of TCTI (then known 
as eModel, Inc.). As of September 5, 2002, the Company had 113,919,593 shares of
Common Stock issued and outstanding and 5,000,000 shares of Series C Preferred  
Stock issued and outstanding.                                                   

                                                        [Enlarge/Download Table]

                                                                  Voting Percentage  
                                        Number of Shares             (based upon     
                             -----------------------------------  Series C Preferred 
                                                     Series C     Stock voting on an 
Name                         Common Stock        Preferred Stock  as converted basis)
----                         ------------        ---------------  -------------------
                                                                                     
Mohamed Hadid(1)               9,115,546             1,500,000           23.9%       

Graye Capital, Ltd.(1)         4,250,000               - 0 -              1.0%       

Fortune Multimedia, Ltd.(1)    4,250,000               - 0 -              1.0%       

Homesite Capital, Ltd.(1)      4,452,381               - 0 -              1.1%       

The Jefferson Trust(1)         5,378,788             1,060,606           16.7%       

The Paramount Trust(1)         5,378,788             1,060,606           16.7%       

The Morgan Trust(1)            5,378,788             1,060,606           16.7%       

Richard Walk                   1,613,636              318,182             5.0%       

Mark Tolner(2)                 1,150,000               - 0 -              0.3%       

-----------------------                                       

         (1)      Pursuant to the Stockholders' Agreement, Mohamed Hadid and the
              BVI Corporations have granted irrevocable proxies to their
                 shares of capital stock of the Company, which if added to the
                voting percentages set forth in the table would increase the
                voting percentages of each of the Jefferson Trust, Paramount
  Trust and Morgan Trust to 25.7%, respectively.

         (2)      Mr. Tolner holds 1,000,000 shares of common stock individually
               and 150,000 shares are owned by his wife, Cynthia D. Klein.

        Jefferson, Paramount and Morgan acquired their initial stock ownership
in the Company as follows:                                                      

       Since 1984, Rafiah Kashmiri has been a principal shareholder, officer
and director of Modasco, Inc. ("Modasco"). Modasco is a privately held company  
whose principal business is the creation of computer models and simulations. Ms.
Kashmiri holds Masters Degrees in nuclear physics and bio physics (with a minor 
in chemistry) from the University of Kentucky. Because of her diversified       
interests, Ms. Kashmiri created a division of Modasco in November of 1999 known 
as Studio 58. This division's principal business, overseen in its entirety by   

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Ms. Kashmiri, related to the marketing of unrepresented models through Internet 
web postings. In order to obtain financing to develop the Studio 58 business    
concept, eModel Inc., a Delaware corporation ("eModel"), was organized, to which
Ms. Kashmiri contributed the intellectual property of the Studio 58 business    
and received a warrant exercisable for 1,000,000 shares of voting common stock  
of eModel which had also assumed the debts of Studio 58. The warrant was issued 
by eModel to Paramount on behalf of Ms. Kashmiri. A warrant upon the same terms 
and also exercisable for 1,000,000 shares of voting common stock of eModel was  
issued to Morgan in consideration of furniture and computer equipment           
transferred to eModel by Ralph Edward Bell. At the same time, eModel also       
issued 1,000,000 shares of voting common stock to Jefferson in consideration    
of $50,000 and certain financial guaranties and 300,000 shares of non-voting    
common stock to Richard J. Walk in consideration of $300,000.                   

       At the time the new entity was organized, it engaged General Services
Corporation ("GSC") as a consultant. GSC was a privately owned consulting       
company, jointly owned by Ms. Kashmiri and her husband. Ms. Kashmiri's son,     
Alec DeFrawy, worked as the principal consultant for GSC, specializing in web   
design, research and development, and assisting in developing the Company's     
technical team and enhancing the business model of the Company. Each of         
Messrs. Bell and Randell entered into consulting agreements with the Company    
through consulting companies which are owned by the Madison Trust, whose        
trustee is Joan Randell and whose beneficiaries are Mr. Randell's children.     

     In January 2002, a wholly-owned subsidiary of Sector Communications
Inc., a publicly held Nevada corporation, merged with and into eModel, with     
eModel surviving, which transaction, together with the filing of related        
exhibits, was reported by the Company on a Current Report on Form 8-K dated     
January 31, 2002, as amended. Pursuant to the foregoing merger, the Company,    
among other things, issued shares of its Common Stock to Jefferson and Mr. Walk 
in exchange for their shares of eModel common stock, and to Paramount and Morgan
after the assumption of the aforementioned warrants by the Company and their    
subsequent exercise.                                                            

       The following sets forth the ownership of the Company's capital stock
as of September 6, 2002, the effective date of the TCC Transaction. The amounts 
in this table do not reflect the Reverse Split. As of September 6, 2002, the    
Company had 230,199,593 shares of Common Stock issued and outstanding and       
5,000,000 shares of Series C Preferred Stock issued and outstanding.            

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                                                        [Enlarge/Download Table]

                                                                  Voting Percentage  
                                       Number of Shares               (based upon    
                             -----------------------------------  Series C Preferred 
                                                    Series C      Stock voting on an 
Name                         Common Stock        Preferred Stock  as converted basis)
----                         ------------        ---------------  -------------------
                                                                                     
Louis J. Pearlman(1)          58,140,000              - 0 -                11.0%     

Gregory T. McDonald(1)        58,140,000              - 0 -                11.0%     

Mohamed Hadid(2)               9,115,546             1,500,000             18.7%     

Mark Tolner(3)                 1,150,000               - 0 -                0.2%     

Richard Walk                   1,613,636              318,182               3.9%     

Graye Capital, Ltd.(2)         4,250,000               - 0 -                0.8%     

Fortune Multimedia, Ltd.(2)    4,250,000               - 0 -                0.8%     

Homesite Capital, Ltd.(2)      4,452,381               - 0 -                0.8%     

The Jefferson Trust(2)         5,378,788             1,060,606             13.0%     

The Paramount Trust(2)         5,378,788             1,060,606             13.0%     

The Morgan Trust(2)            5,378,788             1,060,606             13.0%     

--------------------------------                              

        (1)      On September 16, 2002, Messrs. Pearlman and McDonald assigned
                  their shares of Common Stock to Louis J. Pearlman Enterprises,
                  Inc., a Florida corporation ("LJPE"), and the Thomas A. Parker
                Trust, a revocable trust organized under the laws of Florida
                 (the "Parker Trust"), respectively. Such shares were assigned
                  for no consideration. Mr. Pearlman is the sole stockholder and
                  director, and president of LJPE and has voting and dispositive
                power with respect to investments made by LJPE. Mr. McDonald
              is the sole Trustee of the Parker Trust and has voting and
             dispositive power with respect to investments made by the
              Parker Trust. The business address of Messrs. Pearlman and
                McDonald is c/o Trans Continental Companies, Inc., 7380 Sand
   Lake Road, Suite #350, Orlando, Florida, 32819.

         (2)      Pursuant to the Stockholders' Agreement, Mohamed Hadid and the
              BVI Corporations have granted irrevocable proxies to their
                 shares of capital stock of the Company, which if added to the
                voting percentages set forth in the table would increase the
                voting percentages of each of the Jefferson Trust, Paramount
  Trust and Morgan Trust to 20.1%, respectively.

         (3)      Mr. Tolner holds 1,000,000 shares of common stock individually
               and 150,000 shares are owned by his wife, Cynthia D. Klein.

       The following table sets forth the ownership of the Company's capital
stock as of September 6, 2002, the effective date of the TCC Transaction, as    
revised to reflect the effectiveness of the Reverse Split. As adjusted to       
reflect the Reverse Split, as of September 6, 2002, 2,302,165 shares of Common  
Stock were issued and outstanding and 5,000,000 shares of Series C Preferred    
Stock were issued and outstanding and convertible into 3,000,000 shares of      
Common Stock.                                                                   

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                                                                   Voting Percentage  
                                         Number of Shares             (based upon     
                             ------------------------------------  Series C Preferred 
                                                     Series C      Stock voting on an 
Name                          Common Stock        Preferred Stock  as converted basis)
----                          ------------        ---------------  -------------------
                                                                                      
Louis J. Pearlman(1)             581,400                - 0 -             11.0%       

Gregory T. McDonald(1)           581,400                - 0 -             11.0%       

Mohamed Hadid(2)                  91,155              1,500,000           18.7%       

Mark Tolner(3)                    11,500                - 0 -              0.2%       

Richard Walk                      16,136               318,182             3.9%       

Graye Capital, Ltd.(2)            42,500                - 0 -              0.8%       

Fortune Multimedia, Ltd.(2)       42,500                - 0 -              0.8%       

Homesite Capital, Ltd.(2)         44,524                - 0 -              0.8%       

The Jefferson Trust(2)            53,788              1,060,606           13.0%       

The Paramount Trust(2)            53,788              1,060,606           13.0%       

The Morgan Trust(2)               53,788              1,060,606           13.0%       

---------------------------                                   

(1)      See footnote (1) to the immediately preceding table. 

(2)      See footnote (2) to the immediately preceding table. 

      (3)      Tolner holds 10,000 shares of common stock individually and
         1,500 shares are owned by his wife, Cynthia D. Klein.

Pro Forma Stock Ownership of Officers, Directors and Principal
--------------------------------------------------------------
Stockholders.                                                 
-------------                                                 

       The following table sets forth the ownership of the Company's capital
stock following the anticipated increase in the Company's authorized capital    
from 5,000,000 to 500,000,000 as discussed above, at which time (i) all issued  
and outstanding shares of Series C Preferred Stock will have been converted into
shares of Common Stock and (ii) Messrs. Pearlman and McDonald will have been    
issued an additional aggregate of 3,122,449 shares of Common Stock resulting in 
their aggregate ownership of Common Stock constituting 51% of the Company's     
issued and outstanding shares of Common Stock on a fully diluted basis, all as  
adjusted to reflect the Reverse Split. On the basis of the foregoing, the       
Company would have approximately 8,424,614 shares of Common Stock issued and    
outstanding and no shares of Series C Preferred Stock outstanding.              

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                                        Number of Shares of                   
Name                                       Common Stock      Voting Percentage
----                                       ------------      -----------------
                                                                              
Louis J. Pearlman(1)                         1,561,225             18.5%      

Louis J. Pearlman Enterprises, Inc.(2)         581,400              6.9%      

Gregory T. McDonald(1)                       1,561,225             18.5%      

The Thomas A. Parker Trust(2)                  581,400              6.9%      

Mohamed Hadid(3)                               991,155             11.8%      

Mark Tolner(4)                                  11,500              0.1%      

Richard Walk                                   207,044              2.5%      

Graye Capital, Ltd.(3)                          42,500              0.5%      

Fortune Multimedia, Ltd.(3)                     42,500              0.5%      

Homesite Capital, Ltd.(3)                       44,524              0.5%      

The Jefferson Trust(3)                         690,152              8.2%      

The Paramount Trust(3)                         690,152              8.2%      

The Morgan Trust(3)                            690,152              8.2%      

---------------------------------                             

    (1)      Reflects such stockholder's portion of the Additional TCC
           Shares. Messrs. Pearlman and McDonald have notified the
                Company that they intend to assign for no consideration such
        shares of Common Stock to LJPE and the Parker Trust,
            respectively, when practicable. Mr. Pearlman is the sole
                  stockholder and director, and president of LJPE and has voting
             and dispositive power with respect to investments made by
                  LJPE. Mr. McDonald is the sole Trustee of the Parker Trust and
                has voting and dispositive power with respect to investments
             made by the Parker Trust. The business address of Messrs.
             Pearlman and McDonald is c/o Trans Continental Companies,
            Inc., 7380 Sand Lake Road, Suite #350, Orlando, Florida,
32819.                                      

       (2)      Reflects the Initial Shares assigned by Messrs. Pearlman and
               McDonald to LJPE and the Parker Trust, respectively, for no
consideration on September 16, 2002.        

         (3)      Pursuant to the Stockholders' Agreement, Mohamed Hadid and the
                BVI Corporations have granted irrevocable proxies to certain
             of their shares of capital stock of the Company, which if
                added to the voting percentages set forth in the table would
            increase the voting percentages of each of the Jefferson
     Trust, Paramount Trust and Morgan Trust to 12.6%,
respectively.                               

      (4)      Mr. Tolner holds 10,000 shares of common stock individually
             and 1,500 shares are owned by his wife, Cynthia D. Klein.

 Immediately prior to the TCC Transaction (which transaction was
reported in the Company's Form 8-K dated September 6, 2002), by reason of the   
individual ownership and voting power of each of the Trusts including the shares
over which they hold proxies (25.7% in                                          

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the case of Jefferson; 25.7% in the case of Paramount, and 25.7% in the case of 
Morgan) and the aggregate combined voting power of the Trusts (77.1%), the      
Trusts were able to exercise substantial voting power with respect to the       
election of directors of the Company and with respect to other matters upon     
which shareholders of the Company were entitled to vote. Notwithstanding such   
voting power, the Trusts have not voted upon any matters between the Company's  
acquisition of eModel and the Acquisition by Merger of TCC, other than to elect 
and remove Series C Directors. The foregoing should be viewed in the context of 
the Stockholders' Agreement entered into on January 14, 2002 (which was filed as
part of the Agreement and Plan of Merger for the acquisition of eModel filed as 
an exhibit to the Company's Form 8-K dated January 31, 2002, as amended) by,    
between and among the Company, Mohamed Hadid, the BVI Corporations, Richard J.  
Walk and the Trusts, pursuant to which Mr. Hadid and the BVI Corporations have  
granted irrevocable proxies with respect to their capital stock of the Company  
to each of the Trusts, apportioned as equal as possible. In accordance with the 
Certificate of the Designations, Powers, Preferences and Rights of the Series C 
Convertible Preferred Stock of the Company, the holders of a majority of the    
Series C Preferred Stock are entitled to elect three of the five members of the 
Board, and pursuant to the Stockholders' Agreement, the Trusts have agreed to   
vote their shares of capital stock of the Company and those shares over which   
they have a proxy in favor of one Series C Preferred Board nominee designated by
each of Jefferson, Paramount and Morgan. In addition to the foregoing, relatives
of the respective Trustees under the respective Trusts were rendering (and      
continue to render) significant consulting services to the Company, which       
services were being rendered by the respective consulting corporations through  
Messrs. Randell, DeFrawy and Bell (see hereinafter "Consulting Agreements").    

       As a result of the issuance of the Initial Shares to Messrs. Pearlman
and McDonald in the TCC Transaction, which shares represented as of the date of 
issuance thereof 50.5% of the then issued and outstanding shares of Common Stock
and 21.9% of the issued and outstanding shares of Common Stock assuming the     
conversion of the issued and outstanding shares of Series C Preferred, the      
ultimate individual and aggregate voting power of the Trusts (including the     
shares over which they hold proxies) was significantly reduced (13.0% in the    
case of Jefferson; 13.0% in the case of Paramount; and 13.0% in the case of     
Morgan). Moreover, upon the issuance of the Additional TCC Shares, the ultimate 
individual and aggregate voting power of the Trusts (including the shares over  
which they hold proxies) will be reduced even more significantly (8.2% in the   
case of Jefferson; 8.2% in the case of Paramount; and 8.2% in the case of       
Morgan). Assuming the issued and outstanding shares of capital stock of the     
Company and shares of Company capital stock issuable pursuant to convertible    
securities issued and outstanding or reserved for issuance are the same at the  
time of issuance of the Additional TCC Shares as they were on the effective date
of the TCC Transaction, Messrs. Pearlman and McDonald, would have voting control
in the election of the directors of the Company, and all other matters upon     
which shareholders of the Company are entitled to vote. Each of the consulting  
agreements do, however, continue to remain in effect and, as a result, Messrs.  
Randell, DeFrawy and Bell each, through their respective consulting companies,  
continue to render consulting services to the Company although on a far less    
significant basis than before.                                                  

CONSULTING AGREEMENTS                                                           

     Prior to the TCC Transaction, the Company had entered into separate
consulting agreements with each of Madison Consulting Company ("MCC"), General  
Services Corporation                                                            

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("GSC"), and Corporate Media Services, Inc. ("CMS") (MCC, GSC and CMS           
collectively being referred to as the "Consultants" and each a "Consultant") in 
connection with the Company's acquisition of eModel in January 2002. Each of the
consulting agreements was filed as part of the Agreement and Plan of Merger for 
the acquisition of eModel ("eModel Merger Agreement") which was an exhibit to   
the Company's Form 8-K dated January 31, 2002, as amended. Each of these        
consulting agreement has been amended in connection with the TCC Transaction,   
which amendments are discussed below in the section entitled "Other Transactions
and Agreements - Modification of Consulting Agreement between the Company and   
MCC, GSC and CMS." See "Stock Ownership of Officers, Directors and Principal    
Stockholders" for certain historical background information. The consulting     
agreements are substantially identical, the material terms of which are         
described below.                                                                

      The Consultant is obligated to render services to the Company and to
one or more of its subsidiaries. The term of the consulting agreement is        
indefinite and it will continue for five years after the notice of termination  
is given by the Company to the Consultant. Although the Consultants were        
retained by the Company, to date, their services have been provided solely to   
TCTI and not to the Company.                                                    

     The Consultant is compensated as follows: an annual fee of $150,000
payable in periodic installments at least twice a month, a sales performance    
bonus of $10 per enrollment payable during a month when the Company and/or its  
subsidiaries sell 2000 enrollments from its Orlando sales group. The number of  
enrollments in one month for calculation of the sales bonus includes a number   
equal to the gross amount of sales of cruises and trips in the same month       
divided by 500. If the Company collects the outstanding fees receivable as a    
result of earlier sales of certain rights in Asia and England, the Consultant   
shall be entitled to receive an amount equal to 10% of such outstanding fees    
receivable. At the time the agreement was entered into there were $800,000 of   
outstanding fees receivable in Asia, and $150,000 in England. The Consultant is 
to be reimbursed all reasonable expenses incurred in connection of its          
performance under the consulting agreement.                                     

   If the agreement is terminated for good reason by the Consultant,
without cause by the Company, or within one year after a Change of Control of   
the Company, the Consultant is entitled to the annual fee through the           
termination date. In addition, as severance in lieu of any further draws in the 
event of such termination (other than within one year after a Change of Control 
of the Company) the Consultant shall receive an amount of cash equal to the sum 
of the annual fee on the date of termination plus the average of the            
Consultant's last two years' bonuses and commission. If such termination        
occurred with the first year after a Change of Control, the Consultant would    
receive, in lieu of the other severance payments provided in the consulting     
agreement, severance in an amount equal to two times the annual fee on the date 
of termination, plus the average of the last three years' bonuses plus all      
pre-termination benefits for three years. The Consultant will have 90 days after
such termination to exercise all vested stock options or restricted stock       
awards. If the Consultant breaches the agreement, it may be liable to repay the 
amounts paid to it as the severance payments. Additionally, upon the Change of  
Control all unvested options and stock award will vest. During the first year   
after the Change of Control, the Company is prohibited form modifying any       
substantive provisions of the consulting agreement.                             

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   The consulting agreement contains customary intellectual property
protection and confidentiality provisions. Subject to exceptions for willful    
misconduct, criminal acts or obtaining an improper personal benefit, the Company
agreed to indemnify the Consultant from any actual damages and costs including  
attorneys' fees arising out of the Consultant's services as an officer of the   
Company.                                                                        

         It was the intention of the Consultants and the Company that the amount
of involvement of the Consultants in the business of the Company's operating    
subsidiary (other than the continued financial guarantee by Cortes Randell of   
the subsidiary's obligations of merchant agreements with credit card companies) 
would gradually reduce and diminish, and that each of the Consultants would be  
free to pursue other business interests. As the business of TCTI has grown in   
two years from six people in one office with minimal cash flow to a company with
a formal management structure and approximately 400 full-time employees in its  
Orlando, Florida offices and additional employees in the approximately 57       
offices that TCTI or its frachisees operate around the U.S., the Company        
believes that, with the exception of Mr. Randell's continuing financial         
guarantees, TCTI, and thus the Company, is no longer materially dependent upon  
the Consultants, singly or in the aggregate. The Company believes that TCTI's   
business and operations can proceed under its current management structure, and 
that any additional services that it might require may be obtained from sources 
other than the Consultants at competitive prices.                               

CORTES RANDELL AND RELATIONSHIP TO THE JEFFERSON TRUST                          
AND MADISON CONSULTING COMPANY                                                  

      The consulting services rendered by MCC are principally performed by
Cortes Randell. Mr. Randell is the husband of Joan Randell, the sole Trustee of 
The Jefferson Trust, whose stock ownership and pro forma stock ownership is     
described above. Mr. Randell's consulting services include maintenance of credit
card and merchant account facilities, and activities relating to the Company's  
operating budgets, cash flow and other accounting matters.                      

        Mr. Randell pled guilty 27 years ago (1975) to four related securities
fraud charges. In 1979, Mr. Randell was convicted of mail and securities fraud  
and related charges. In 1995, Mr. Randell entered into a Consent Order with the 
Federal Trade Commission ("FTC") arising out allegations by the FTC that        
Financial News Service Group, Inc., a company in which Mr. Randell was an       
officer, director and principal shareholder, had entered into an                
anti-competitive agreement with Reuters America, Inc. regarding the production  
and sale of fast turnaround news transcripts, thereby restricting competition,  
allocating markets and restraining prices. Under the Consent Order, Mr. Randell 
agreed not to enter into any agreement with Reuters America, Inc. relating to   
fast turnaround news transcripts and not to enter into any agreements to        
allocate or divide customers or markets or to maintain resale prices in the news
transcript business.                                                            

   In addition to being a consultant to the Company, Mr. Randell has
guaranteed obligations of the Company under various merchant agreements relating
to the receipt by the Company of payments by consumers charged to the consumer's
credit card in payment for services furnished by the Company, as well as        
equipment and real property leases. In connection with the acquisition by the   
Company of eModel (now known as Trans Continental Talent, Inc.) (the            

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"eModel Transaction"), the Company entered into an Indemnification,             
Reimbursement and Security Agreement (as previously disclosed in the Company's  
Current Report on Form 8-K dated January 31, 2002, as amended) with Mr. Randell.
Pursuant to the agreement, the Company agreed to indemnify and defend Mr.       
Randell from any liabilities incurred or paid by him with respect to his        
personal guarantees of TCTI's obligations to certain of its creditors, lessors  
and equipment vendors which total approximately $2.5 million. The Company has   
granted to Randell a first priority security interest in all of its existing and
after-acquired tangible and intangible property including accounts receivable   
and its database of models. The Company agreed to maintain insurance policies   
with respect to its properties and business designating Mr. Randell as loss     
payee under such policies. If any amounts become due and payable to Mr. Randell,
they will bear interest at the rate of 7% per annum until fully paid.           

In addition to the Indemnification, Reimbursement and Security
Agreement, in connection with the eModel Transaction, the Company also entered  
in a letter agreement pursuant to which the Company's Board of Directors        
resolved that persons authorized to sign or countersign checks, drafts, or other
orders for the payment of money in the name of the Company were limited solely  
to two persons, one of whom was Mr. Randell, until the payment or satisfaction  
of tax liabilities of the Company due, owing and/or outstanding as of the       
closing of the eModel Transaction. The foregoing agreement was intended to allow
Mr. Randell to monitor his exposure as a guarantor of the Company's obligations.
Although no longer an authorized signatory, Mr. Randell continues to monitor    
payments of TCTI's bills in view of his ongoing guarantor obligation although   
he is not involved in day-to-day decision making, management or purchasing      
procedures of TCTI.                                                             

         The Company is presently indebted to Mr. Randell's company, MCC, in the
amount of approximately $32,000 for incentive compensation which has accrued and
not been paid. Previous incentive compensation owed to MCC and Mr. Randell of   
approximately $287,000 was waived by Mr. Randell and MCC. Such amount was waived
because of the financial requirements of the Company to upgrade its accounting  
system from Peach Tree to Great Plains, substantially improve the Company's     
telephone system to handle increased call volume (numbering thousands per day), 
and to support the relocation of the Company's main offices to new office space 
three times larger than its previous main offices.                              

  MCC presently is indebted to TCTI for loans made by TCTI to MCC,
prior to TCTI's (then eModel, Inc.) acquisition by the Company in January       
2002, in the amount of approximately $292,000. Such indebtedness was reported   
in the Company Form 10-QSB for the quarter ended April 30, 2002.                

ALEC DEFRAWY AND RELATIONSHIP TO THE PARAMOUNT TRUST                            
AND GENERAL SERVICES CORPORATION                                                

     The consulting services rendered by GSC are principally rendered by
Alec DeFrawy. Mr. DeFrawy is the son of Rafiah Kashmiri, the Trustee and        
Beneficiary of The Paramount Trust, whose stock ownership and pro forma stock   
ownership is described above. Mr. DeFrawy's consulting services consist         
primarily of creative services in the areas of website development, marketing,  
and development of promotional materials.                                       

      In relation of a 1991 offence, in 1995, Mr. DeFrawy pled guilty to a
criminal charge of conspiracy to commit bank fraud and wire fraud. This charge  
arose from the same indictment to which Mr. Elliot pled guilty in the United    
States District Court for the District of Columbia. As part of his sentence,    
Mr. DeFrawy was ordered to pay restitution.                                     

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         The Company is presently indebted to Mr. DeFrawy's company, GSC, in the
amount of approximately $32,000 for incentive compensation which has accrued and
not been paid. Previous incentive compensation owed to GSC and Mr. DeFrawy of   
approximately $287,000 was waived by Mr. DeFrawy and GSC. Such amount was waived
because of the financial requirements of the Company to upgrade its accounting  
system from Peach Tree to Great Plains, substantially improve the Company's     
telephone system to handle increased call volume (numbering thousands of        
calls per day), and to support the relocation of the Company's main offices     
to new office space three times larger than its previous main offices.          

RALPH EDWARD BELL AND RELATIONSHIP TO THE MORGAN TRUST                          
AND CORPORATE MEDIA SERVICES, INC.                                              

     The consulting services rendered by CMS are principally rendered by
Ralph Edward Bell. Mr. Bell is the Trustee of The Morgan Trust, and is a        
beneficiary, in addition to Mr. Bell's spouse and child, under The Morgan Trust,
whose stock ownership and pro forma stock ownership is described above.         
Mr. Bell's consulting services consist primarily of operational support of      
the TCTI's physical and technical infrastructure.                               

In 1999, the FTC commenced an action against Mr. Bell seeking 
permanent injunctive and other relief relating to alleged unfair and            
deceptive acts or practices in connection with the advertising, promotion,      
offering for sale of talent management services for aspiring models or          
actors. In addition to Mr. Bell, other defendants included Model 1, Inc.,       
Creative Talent Management, Inc. and Jason Hoffman who is also a consultant     
to TCTI through CMS as a travel coordinator. Mr. Bell entered into a Final      
Consent Order without admitting or denying the allegations of the complaint     
and was permanently enjoined, among other things, from making or assisting      
others to make any false or misleading oral or written representation in        
connection with the offer or sale of any goods or services for aspiring or      
professional actors and models. The foregoing FTC action and Consent Order      
was commenced and entered in the United States District Court for the Eastern   
District of Virginia, Civil Action No. 99-737A.                                 

The Company is presently indebted to CMS in the amount of     
approximately $32,000 for incentive compensation which has accrued and not      
been paid. Previous incentive compensation owed to CMS and Mr. Bell of          
approximately $287,000 was waived by Mr. Bell and CMS. Such amount was waived   
because of the financial requirements of the Company to upgrade its             
accounting system from Peach Tree to Great Plains, substantially improve the    
Company's telephone system to handle increased call volume (numbering           
thousands of calls per day), and to support the relocation of the Company's     
main offices to new office space three times larger than its previous main      
offices.                                                                        

  CMS presently is indebted to TCTI for loans made by TCTI to CMS,
prior to TCTI's (then eModel, Inc.) acquisition by the Company in January       
2002, in the amount of approximately $114,000. Such indebtedness was reported   
in the Company's Form 10-QSB for the quarter ended April 30, 2002.              

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OTHER TRANSACTIONS AND AGREEMENTS                                               

Modification of Consulting Agreements                         
Between the Company and MCC, GSC and CMS.                     
-----------------------------------------                     

     In connection with the Acquisition by Merger of TCC by the Company,
each of the consulting agreements entered into between the Company and MCC, GSC 
and CMS, respectively, was amended to modify the previous severance provisions. 
Pursuant to the new severance provisions, the Consultant will receive (1) a lump
sum payment on the date of termination equal to the product of (A) the          
Consultant's highest annual fee prior to such termination divided by 12,        
multiplied by (B) the number of full and partial calendar months in the period  
commencing on the date of termination through January 14, 2007 ("Consultant     
Severance Period"); (2) payment of $10 per model enrolled, and $10 per $500     
worth of gross cruise or trip sales made during the Consultant Severance Period,
payable in arrears on a monthly basis; and (3) full medical coverage for the    
sole owner of the Consultant and his/her spouse and minor children until such   
owner reaches age 65. The amendments were filed as part of the TCC Merger       
Agreement filed as an exhibit to the Company's Form 8-K dated September 6, 2002.

       In connection with the modification of the consulting agreements, the
modification of Mr. Tolner's employment agreement, as described below, and the  
entry by the Company into new employment agreements with Messrs. Pearlman and   
McDonald, as described below, MCC, GSC, CMS, Mark Tolner, Louis J. Pearlman and 
Gregory T. McDonald entered into a letter agreement providing that, with respect
to the obligation of the Company to pay "sales performance bonuses" to each of  
the respective parties, that the written consent of four of six parties may     
effect a waiver of all sales performance bonuses payable with respect to a      
specific month. In addition, any five of the six parties may bind all parties   
with respect to any buyout by the Company of all or any portion of any future   
sales performance bonus. The letter agreement was filed as part of the TCC      
Merger Agreement filed as an exhibit to the Company's Form 8-K dated September  
6, 2002.                                                                        

       Amendment to Employment Agreement Between the Company and Mark Tolner
       ---------------------------------------------------------------------

         In connection with the Acquisition by Merger of TCC by the Company, the
Employment Agreement between TCTI and Mark Tolner dated January 28, 2002, as    
amended June 18, 2002, was modified in an amendment dated September 5, 2002 to  
increase the term from three years to five years, and to amend the terms of     
the severance provisions. Under the new severance arrangements, Mr. Tolner      
will receive will receive (1) a lump sum payment on the date of termination     
equal to the product of (A) the Mr. Tolner's highest annual fee prior to such   
termination divided by 12, multiplied by (B) the number of full and partial     
calendar months in the period commencing on the date of termination through     
January 28, 2007 ("Tolner Severance Period"); (2) payment of $10 per model      
enrolled made during the Tolner Severance Period, payable in arrears on a       
monthly basis; and (3) full medical coverage for Mr. Tolner and his spouse      
and minor children until Mr. Tolner reaches age 65. Mr. Tolner's severance      
arrangements relating to the acceleration of stock options, warrants and        
SAR's, the continuation of other benefits for a period of one year or through   
the original term of the agreement, whichever is later and the reduction in     
the term of the non-competition and non-solicitation remain unchanged under     
the amendment.                                                                  

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The amendment was included with the TCC Merger Agreement filed as an exhibit    
to the Company's Form 8-K dated September 6, 2002.                              

      Employment Agreements with Louis J. Pearlman and Gregory T. Mcdonald
      --------------------------------------------------------------------

         In connection with the Acquisition by Merger of TCC by the Company, the
Company entered into new Employment Agreements with Louis J. Pearlman and       
Gregory T. McDonald, respectively, each dated September 5, 2002. The Employment 
Agreements are substantially identical, except that Mr. Pearlman serves as      
Chairman and Mr. McDonald serves as President of both the Company and TCTI. The 
Employment Agreements were included with the TCC Merger Agreement filed as an   
exhibit to the Company's Form 8-K dated September 6, 2002. The material terms of
the Employment Agreement are described below.                                   

     The agreement provides for a base salary equal to $12,500 per month
(annualized $150,000), and the employee's participation in the Company's        
benefits plans. Additionally, the executive is entitled to receive a Sales      
Performance Bonus of $10 per enrollment for each month during which the Company 
and its subsidiaries sell 2,000 enrollments from Orlando in-house sales group.  
The calculation of the total number of enrollments in each given month includes 
the number equal to the gross amount of sales of cruises and trips for that     
month divided by 500.                                                           

      The following events trigger severance benefits: (1) the involuntary
termination of employment other than for Cause prior to the expiration of the   
term; (2) the voluntary resignation for any reason within 90 days after a change
of control; (3) the voluntary resignation for "good reason" which includes      
material demotion, a reduction in salary, unless it is part of a company wide   
adjustment of salaries, the relocation of the office outside of the greater     
Orlando area, the assignment of duties that material affect employee's ability  
to perform its duties; any uncured material breach of the agreement. The term   
"change of control" includes the occurrence of any of the following events (1)  
50% or more of the Company's or TCTI voting stock has been acquired any person, 
entity or affiliated group; (2) a change to the majority control of the holding 
company board that is part of the transaction involving the transfer of 30% or  
more of the Company's voting stock to an unrelated entity; (3) any business     
combination if the Company would not survive and 50% of its voting stock would  
be acquired by any new unrelated person; (4) a liquidation or dissolution of the
Company or TCTI; or (5) the sale of substantially all assets of the Company or  
TCTI to an unrelated entity.                                                    

        The executive has the following severance benefits: (1) two multiplied
by the sum of the highest base salary plus the highest bonus in incentive       
payments received by the employee in any of the three years preceding a         
triggering event respect; (2) all stock option vest; (3) all benefits shall     
continue for one year or through the expiration term if a triggering event has  
not occurred.                                                                   

      The agreement will be terminated as a result of any of the following
events: (a) employee's death; (b) disability; (c) termination by the employee;  
(d) for cause defined to include any defalcation of the employer's property or  
the commission of any dishonest act; misdemeanor or felony indictment; conduct  
that may place the company in disrepute; refusal to perform duties; any material
uncured breach of the agreement; or attempt to obtain a personal profit from a  
transaction adverse to the Company unless disclosed.                            

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        The agreement contains customary confidentiality protection provisions
and provides for 12 months non-competition and non-solicitation period. The     
covenant not to compete is not effective if the employee is terminated without  
cause. The parties agreed to arbitrate disputes under the Employment Agreement  
in accordance with the rules of the American Arbitration Association in Orlando,
Florida.                                                                        

Lock-Up and Escrow Agreement                                  
----------------------------                                  

    In connection with the Acquisition by Merger of TCC, a Lock-Up and
Escrow Agreement dated September 5, 2002 was entered into by and among The      
Jefferson Trust, The Paramount Trust, The Morgan Trust, Mohamed Hadid, Richard  
Walk, Mark R. Tolner and Cynthia D. Klein (collectively, the "Shareholder       
Parties"), Options Talent Group, and Jeffrey Kranzdorf as Escrow Agent. The     
Lock-Up and Escrow Agreement was included with the TCC Merger Agreement filed as
an exhibit to the Company's Form 8-K dated September 6, 2002.                   

The purpose of the Lock-Up and Escrow Agreement is to restrict
transferability of Common Stock and Series C Preferred Stock of the Company and 
to provide that the holders of Series C Preferred maintain their percentage     
ownerships in the Company as compared with the percentage ownerships of Messrs. 
Pearlman and McDonald and their respective affiliates.                          

        The escrowed shares will be released (a) upon the written instructions
of the Shareholder Parties owning at least 85% of the escrowed shares; (b) with 
respect to any or all of the escrowed shares of a specific Shareholder Party    
upon the written instruction of a Shareholder Party and the written confirmation
of the Company (with an opinion of counsel) to a purchaser under Rule 144;      
provided that the all of the Shareholder Parties shall share the proceeds of any
such Rule 144 sale pro rata on as converted basis (as if they sold their        
shares); and after the receipt of such proceeds each receiving Shareholder Party
will transfer to the selling Shareholder Party its pro rata portion of the      
escrowed shares deemed sold. Except pursuant to Rule 144, the Shareholder       
Parties may not otherwise transfer, pledge or encumber any of their escrowed    
shares as long as the Lock-Up and Escrow Agreement is in effect.                

       Each of Messrs. Pearlman and McDonald and their respective affiliates
is obligated to transfer a portion of any Company's securities acquired by such 
party from the Company (excluding the Additional TCC Shares) after the date of  
the Lock-up and Escrow Agreement to the holders of Series C Preferred so that   
such Series C Preferred Shareholders maintain their respective percentage       
ownerships as compared to the percentage ownerships of Messrs. Pearlman and     
McDonald and their respective affiliates.                                       

     The agreement contains customary escrow provisions. The Shareholder
Parties agreed to indemnify the Escrow Agent from all losses incurred in        
connection with its performance under the Lock-Up and Escrow Agreement.         

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Trademark Sublicense Agreement                                
------------------------------                                

      In connection with the Acquisition by Merger of TCC, TCC and Options
Talent Group entered into a Trademark Sublicense Agreement dated September 5,   
2002. The agreement was included with the TCC Merger Agreement filed as an      
exhibit to the Company's Form 8-K dated September 6, 2002. Under the terms of   
the agreement, the Company sublicenses from TCTI as sublicensor ("Sublicensor") 
certain marks. Sublicensor is the exclusive licensee of Trans Continental       
Records, the owner of the "Trans Continental" name and mark for entertainment,  
media and related products and services and the owner of US trademark           
application (Serial No. 75564403) for goods and services in class 009           
(pre-recorded compact disks, audio cassettes featuring music) and class 041     
(music recording and production; music publishing and transcription services for
others). Sublicensor also agreed to apply for at least a U.S. trademark for the 
"Trans Continental" name and mark for goods and services in class 035 (modeling 
agencies; modeling for advertisements or sales promotion). Sublicensor granted  
to the Company a royalty free, non-exclusive sublicense to use Trans Continental
trademarks within the U.S., its territories and possessions and on the Internet 
and/or "world wide web" on and in connection with the Licensed Goods; except    
that the sublicense is exclusive with respect to all modeling and modeling      
related activities. The term "Licensed Goods" is defined to include the         
Company's goods, related services and facilities pertaining to the Company's    
authorized, franchised, licensed and/or owned and operated businesses and       
establishments specializing in recruiting and promoting individual photography, 
musicians, vocalists and fashion models primarily through the Internet.         

    The Company is obligated to provide the Sublicensor quarterly with
samples of each Licensed Goods and Services including promotional materials to  
which the Company applies the trademark. The Company agreed not to use any other
marks in conjunction with the sublicensed trademarks and to use such trademark  
notice and legends as reasonably requested by the Sublicensor. The agreement    
contains customary no-ownership rights, and enforcement provisions. The Company 
agreed to indemnify the Sublicensor against any damages incurred by the         
Sublicensor as a result of the Company's action or omissions. The Sublicensor   
agreement indemnify the Company against all damages incurred by the Company in  
connection with any infringement actions based upon the sublicensed trademarks. 
The agreement will terminate upon an uncured breach of the Company, when the    
Company discontinues to sell the Licensed Goods for any period of three         
consecutive marks, or becomes insolvent. The Company is not allowed to assign   
the sublicense without the Sublicensor's consent. Greg McDonald and Louis J.    
Pearlman are third-party beneficiaries of the sublicense agreement.             

License Agreement with Edge Sports Team, Inc.                 
---------------------------------------------                 

        As previously reported in the Company's Form 8-K dated August 1, 2002,
on July 10, 2002, the Company (on behalf of itself and on behalf of TCTI and    
Options Sports Group, a wholly-owned subsidiary of the Company) entered into a  
License Agreement with Edge Sports Team, Inc. ("Edge"), pursuant to which Edge  
licensed its on line web based system for promoting individual high school      
athletes and assisting individuals and institutions in recruiting such athletes 
on the Internet (the "Edge System"). The License Agreement is for an initial    
term of three years and allows OSG, to participate in the development,          
introduction, marketing and franchising of the Edge System to high school       
athletes. OSG is to pay a monthly licensing fee to Edge of 20% of initial       
franchise fees charged and collected by OSG and individual enrollment fees      
charged to athletes introduced by OSG franchisees and collected by OSG and 10%  
of                                                                              

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recurring monthly fees charged to athletes introduced by OSG franchisees and    
collected by OSG. For certain services to be received by Edge relating to the   
Edge System, Edge will pay OSG, on a monthly basis, $50 of initial enrollment   
fees paid by individual athletes to any party other than OSG and 5% of monthly  
fees charged to such individuals and collected by any party other than OSG. As  
of August 31, 2002, OSG had received approximately $486,000 in revenue pursuant 
to the License Agreement.                                                       

   The shareholders of Edge are Mark Tolner and The Jefferson Trust,
The Paramount Trust and The Morgan Trust, each of which are shareholders of     
the Company and each of which, through their Trustees or Beneficiaries, is      
related to Cortes Randell, Alec DeFrawy, or Ralph Edward Bell.                  
Notwithstanding the foregoing, the Company believes that the terms of the       
License Agreement are at least fair as those that the Company could have        
obtained from unrelated third parties in arms-length negotiations. In this      
regard, a fairness opinion dated July 31, 2002, which was commissioned by the   
Company's Board of Directors, was received from Sheldrick, McGehee & Kohler,    
Inc. (the "Advisor"), a financial advisor. In its fairness opinion, the         
Advisor opined that the License Agreement is fair and reasonable to the         
Company and does not harm the interests of stockholders. In addition, the       
License Agreement has been unanimously approved by the disinterested members    
of the Company's Board of Directors with full knowledge of the various          
interests and relationships of the parties. Moreover, such board members        
acknowledged that the Edge System or a business related thereto was not being   
pursued by the Company, and considered, among other things, the fact that the   
Edge System has been under development by affiliates of the Trusts for 15       
months prior to the Company's commencement of its current business which        
consists of developing and marketing services for individuals and business      
customers in the modeling and acting industries. Such current business of the   
Company commenced with its acquisition of privately-held, eModel, Inc.          
effective on January 31, 2002. The Trusts held or had the right to acquire      
substantially all of the common equity of eModel, Inc. immediately prior to     
its acquisition by the Company.                                                 

DESCRIPTION OF CAPITAL STOCK                                                    

General                                                       
-------                                                       

         As of the date of this Report, the Company's articles of incorporation,
as amended, supplemented and restated, provides that the Company is authorized  
to issue up to 5,000,000 shares of Common Stock and up to 5,000,000 shares of   
preferred stock, par value $0.001 per share ("Preferred Stock"). As of the date 
of this Report, 2,302,165 shares of Common Stock and 5,000,000 shares of        
Preferred Stock designated as Series C Convertible Preferred Stock were issued  
and outstanding, and there were 373 holders of record of our Common Stock.      

    The following description of our capital stock is a summary and is
qualified in its entirety by the provisions of our Articles of Incorporation,   
bylaws and Certificate of the Designations, Powers, Preferences and Rights of   
the Series C Convertible Preferred Stock (the "Certificate of Designation,"     
which was included as part of the eModel Merger Agreement filed as an exhibit to
the Company's Form 8-K dated January 31, 2002), and applicable law.             

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Common Stock                                                  
------------                                                  

       The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of Common Stock are    
entitled to share in any and all dividends that our board of directors, in its  
discretion, declares from fund legally available for that purpose. In event of  
any liquidation or dissolution of the Company, the holders of Common Stock are  
entitled to participate in and share pro rata in the assets available for       
distribution to stockholders. Any distribution would be subsequent to payment of
our liabilities and may be subject to any preferential rights of any Preferred  
Stock or other senior security then outstanding. The holders of the Common Stock
have no cumulative voting, preemptive or other subscription rights, and there   
are no conversion rights or redemption or sinking fund provisions with respect  
to the Common Stock. The rights, preferences and privileges of the holders of   
Common Stock are subject to, and may be adversely affected by, the rights of the
holders of any shares of Preferred Stock or senior securities which we may      
designate in the future.                                                        

Preferred Stock                                               
---------------                                               

The Company's Board of Directors is authorized, subject to any
limitations prescribed by Nevada law, but without further action by the         
Company's stockholders, to provide for the issuance of up to 5,000,000 shares of
Preferred Stock in one or more series, to establish from time to time the number
of shares to be included in each series and any qualifications, limitations, or 
restrictions thereof, and to increase or decrease the number of shares of any   
series, but not below the number of shares of the series then outstanding,      
without any further vote or action by the stockholders. The Board of Directors  
may authorize and issue Preferred Stock with voting or conversion rights that   
could adversely affect the voting power or other rights or common stockholders. 
As of the date of this Report, the Board of Directors has designated 5,000,000  
shares of Preferred Stock as Series C Convertible Preferred Stock.              

        Pursuant to the Certificate of Designation (which was included as part
of the eModel Merger Agreement filed as an exhibit to the Company's Form 8-K    
dated January 31, 2002), the Company is authorized to issue 5,000,000 shares of 
Series C Convertible Preferred Stock, par value $0.001 per share.               

        DIVIDENDS. The holders of Series C Preferred are entitled to receive a
cumulative dividend which will accrue at a rate of 6% per annum of the issue    
price, which has been set at $5.00. Such dividend will be payable in preference 
to any dividend on Common Stock. For any other dividends or distributions,      
Series C Preferred shall participate with Common Stock on an as converted basis.

       LIQUIDATION PREFERENCE. In the event of any liquidation or winding up
of the Company, the holders of Series C Preferred will be entitled to receive in
preference to the holders of Common Stock an amount of $5.00 per share (as      
adjusted for any stock dividends, combinations or splits with respect to such   
shares) plus all accrued but unpaid dividends (if any). After payment of the    
liquidation preference and all accrued dividends to the holders of Series C     
Preferred, the remaining assets shall be distributed pro rata to all            
stockholders on a common equivalent basis. A merger, acquisition or sale of     
substantially all of the assets of the Company                                  

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or a transaction in which the stockholders of the Company do not own a majority 
of the outstanding shares of the surviving corporation shall be deemed a        
liquidation.                                                                    

      CONVERSION. The holders of Series C Preferred will have the right to
convert Preferred Stock shares at the option of the holder, at any time, into   
such number of shares of Common Stock as determined by dividing $5.00 by the    
Conversion Price. The initial Conversion Price is $.0833 per share and is       
adjusted from time to time as provided below.                                   

     ANTIDILUTION. The Series C Preferred has proportional anti-dilution
protection for stock splits, stock dividends, combinations, recapitalizations,  
etc. The Conversion Price of the Series C Preferred is subject to adjustment to 
prevent dilution, on a "full ratchet" basis, in the event that the Company      
issues additional shares of Common Stock or Common equivalents (other than      
reserved employee stock option shares; stock issued in acquisitions or joint    
ventures approved by Series C directors; stock issued to equipment lessors or   
financing institutions, stock issued to strategic partners approved by Series C 
directors, and shares issued as dividends on, or upon conversion of Series C    
Preferred) at a purchase price less than the applicable Conversion Price.       

     VOTING RIGHTS. Each holder of a share of Series C Preferred has the
right to that number of votes equal to the number of shares of Common Stock then
issuable upon conversion of the Series C Preferred held by such holder. The     
holders of the Series C Preferred are entitled to designate three of the five   
directors on the Company's Board of Directors.                                  

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS                                       

(a)      Exhibits                                                               

                                                                [Download Table]

NO.      DESCRIPTION                                                            
---      -----------                                                            
                                                                                
99.1     Agreement and Plan of Merger, dated September 5, 2002, among the       
         Company, TCC, the Stockholders of TCC and certain Stockholders of the  
         Company (incorporated herein by reference to Exhibit 2.1 filed with the
         Company's Form 8-K dated September 6, 2002 and filed on September 17,  
         2002).                                                                 

99.2     Stockholders' Agreement, dated January 14, 2002, among the Company, the
         holders of the Company's Series C Preferred Stock and certain other    
         Common Stockholders (incorporated herein by reference to Exhibit 2.1   
         filed with the Company's Form 8-K dated January 31, 2002 and filed on  
         February 15, 2002).                                                    

99.3     Consulting Agreement, dated January 14, 2002, between the Company and  
         Madison Consulting Company (incorporated herein by reference to Exhibit
         2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed 
         on February 15, 2002).                                                 

99.4     Consulting Agreement, dated January 14, 2002, between the Company and  
         General Services Corporation (incorporated herein by reference to      
         Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002   
         and filed on February 15, 2002).                                       

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                                                                [Download Table]

NO.      DESCRIPTION                                                            
---      -----------                                                            
                                                                                
99.5     Consulting Agreement, dated January 14, 2002, between the Company and  
         Corporate Media Services, Inc. (incorporated herein by reference to    
         Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002   
         and filed on February 15, 2002).                                       

99.6     First Amendment to Consulting Agreement, dated September 5, 2002,      
         between the Company and Madison Consulting Company (incorporated herein
         by reference to Exhibit 2.1 filed with the Company's Form 8-K dated    
         September 6, 2002 and filed on September 17, 2002).                    

99.7     First Amendment to Consulting Agreement, dated September 5, 2002,      
         between the Company and General Services Corporation (incorporated     
         herein by reference to Exhibit 2.1 filed with the Company's Form 8-K   
         dated September 6, 2002 and filed on September 17, 2002).              

99.8     First Amendment to Consulting Agreement, dated September 5, 2002,      
         between the Company and Corporate Media Services, Inc. (incorporated   
         herein by reference to Exhibit 2.1 filed with the Company's Form 8-K   
         dated September 6, 2002 and filed on September 17, 2002).              

99.9     First Amendment to Employment Agreement, dated September 5, 2002,      
         between the Company and Mark R. Tolner 99.6 (incorporated herein by    
         reference to Exhibit 2.1 filed with the Company's Form 8-K dated       
         September 6, 2002 and filed on September 17, 2002).                    

99.10    Employment Agreement, dated September 5, 2002, between the Company and 
         Louis J. Pearlman (incorporated herein by reference to Exhibit 2.1     
         filed with the Company's Form 8-K dated September 6, 2002 and filed on 
         September 17, 2002).                                                   

99.11    Employment Agreement, dated September 5, 2002, between the Company and 
         Gregory T. McDonald (incorporated herein by reference to Exhibit 2.1   
         filed with the Company's Form 8-K dated September 6, 2002 and filed on 
         September 17, 2002).                                                   

99.12    Lock-Up and Escrow Agreement, dated September 5, 2002, among the       
         Company, the Trusts, Louis J. Pearlman, Gregory T. McDonald, Jeffrey   
         Kranzdorf and certain other stockholders (incorporated herein by       
         reference to Exhibit 2.1 filed with the Company's Form 8-K dated       
         September 6, 2002 and filed on September 17, 2002).                    

99.13    Trademark Sublicense Agreement, dated September 5, 2002, between the   
         Company and Trans Continental Classics, Inc. (incorporated herein by   
         reference to Exhibit 2.1 filed with the Company's Form 8-K dated       
         September 6, 2002 and filed on September 17, 2002).                    

99.14    License Agreement, dated June 1, 2002, between the Company and Edge    
         Sports Team, Inc. (incorporated herein by reference to Exhibit 10.1    
         filed with the Company's Form 8-K dated August 1, 2002 and filed on    
         August 8, 2002).                                                       

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                                                                [Download Table]

NO.      DESCRIPTION                                                            
---      -----------                                                            
                                                                                
99.15    Certificate of the Designations, Powers, Preferences and Rights of the 
         Series C Convertible Preferred Stock (incorporated herein by reference 
         to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002
         and filed on February 15, 2002).                                       

[Signature page follows]

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the       
undersigned hereunto duly authorized.                                           

                            OPTIONS TALENT GROUP

Date: October 7, 2002                  By:  /s/ Mark Tolner                     
                                          ------------------------------------
                       Name: Mark Tolner
                                    Title: Chief Executive Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	1/28/07	21
	1/14/07	21
Filed on / For Period End:	10/7/02	1	30	SC 13D
	9/25/02	10
	9/20/02	5		DEF 14C, PRE 14C
	9/17/02	27	28	8-K
	9/16/02	13	15	3, 4
	9/6/02	2	28	3, 8-K
	9/5/02	3	28
	8/31/02	25
	8/8/02	28		8-K
	8/1/02	24	28	8-K
	7/31/02	25		10KSB, 10KSB/A, NT 10-K
	7/10/02	24
	6/18/02	21
	6/1/02	28
	4/30/02	19	20	10QSB, NT 10-Q
	2/15/02	27	29	8-K
	1/31/02	7	29	10QSB, 3, 8-K, 8-K/A, NT 10-Q
	1/28/02	21
	1/14/02	7	28
	11/22/00	8
	6/13/00	8		10KSB
	2/29/00	8		10KSB, NT 10-K
	11/8/99	8
	10/18/95	10
				List all Filings

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Filing Submission 0000912057-02-037897 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trans Continental Entertainment Group Inc – ‘8-K’ for 10/7/02

On: Monday, 10/7/02, at 4:03pm ET · For: 10/7/02 · Accession #: 912057-2-37897 · File #: 1-12327

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Current Report — Form 8-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents