Document/Exhibit Description Pages Size
1: 8-K Current Report 2 14K
2: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 5 20K
Liquidation or Succession
3: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 2 10K
Liquidation or Succession
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 (Date of earliest event reported): July 1, 2001
TOTAL FILM GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-30027 13-3851302
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9107 WILSHIRE BOULEVARD, SUITE 475, BEVERLY HILLS, CA 90210
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 275-8404
ITEM 2. DISPOSITION OF ASSETS
On July 1, 2001, Total Film has entered into an agreement with Mark
Armstrong to adjust the ownership interest in Match Creative Talent, LLC, a
California limited liability company ("Match Creative"). Match Creative was
formed on November 20, 2000, by Mr. Armstrong and Total Film and commenced
operations December 2000. The ownership interests were divided 80% to Total Film
and 20% to Mr. Armstrong. In addition, Total Film entered into an employment
agreement with Mr. Armstrong in connection with the Match Creative transaction.
The employment agreement was dated August 4, 2000 and would terminate August 31,
2001.
Pursuant to the terms of the agreement, the employment contract ended June
30, 2001, and the options previously granted to Mr. Armstrong expired. The
ownership interest of the parties in Match Creative was adjusted to 25% for
Total Film and 75% for Mr. Armstrong. Mr. Armstrong has an option to acquire the
other 25% ownership interest from Total Film. The exercise price of this option
is $75,000, if exercised by June 30, 2002; $125,000, if exercised by June 30,
2003; or $150,000, if exercised by June 30, 2004. In addition to the exercise
price, Mr. Armstrong, or Match Creative would have to repay any credit balance
in Total Film's capital
account. Under the agreement, Total was to make a capital contribution to
Match Creative of $75,000, of which $25,000 was made immediately with the
balance due and payable within 30 days.
Total amended the terms of the agreement on September 10, 2001, whereby
Total waived any and all interest, which it may have in Match, including but not
limited to its capital, profit and voting pursuant to the agreement. Mr.
Armstrong waived any rights he may have against Total for any and all funds
remaining to be paid by Total pursuant to the Agreement.
ITEM 7. FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
[Download Table]
Exhibit No. Description Location
2.4 Agreement of Purchase and Sale dated July 1, 2001,
by and between the Company and Mark Armstrong,
with addendum Attached
2.5 Amendment of Purchase and Sale dated September 10, 2001,
by and between the Company and Mark Armstrong. Attached
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Total Film Group, Inc.
Date: January 9, 2002
By /s/ Jeffrey Hoffman
-------------------------------
Jeffrey Hoffman, President
-2-
Dates Referenced Herein and Documents Incorporated by Reference
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