8-K/A 1 0001.txt FORM 8-KA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-KA CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 8, 2000 DIGITAL TECHNOLOGIES MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-9311 87-0269260 (State or other (Commission File Number) IRS Employer Jurisdiction Identification of incorporation) Number) 2660 TOWNSGATE ROAD, SUITE 310, WESTLAKE VILLAGE, CA 91361 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (805) 494-4766 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Financial Information (Unaudited) Information as to the Company's assets and liabilities as of the date of the Order Confirming Digital Technologies Media Group, Inc. Third Amended Chapter 11 Plan of Reorganization, was entered as presented below. The Company estimates that it will have 2,685,872 Units (comprised of one share of common stock and one series A common stock purchase Warrant) issued and reserved for issuance under the Plan as of May 31, 2000. The divisor for issuance among Interest Holders is 0.00918173603; no Interest Holder who held less than 110 shares of Digital Technologies Media Group, Inc. will receive a distribution under the Third Plan of Reorganization. In addition, Digital Technologies Media Group, Inc. issued 683,225 shares of common stock pursuant to its registration statement on Form S-8 dated November 22, 1996, which offering the Company has subsequently withdrawn; the Company has issued 6,273 Units under the Plan to Treasury, in case of future litigation related to the aforementioned S-8 offering withdrawal. On or about August 30, 2000, during the normal course of auditing the Registrant's first Investee Company, DataNet Information Systems, Inc., the Registrants' management with the help of the Registrant's Independent Auditors, Grant Thornton LLP, discovered that Bernie Budney, the President of DataNet Information Systems, Inc. (Nevada), placed assets purchased by the Registrant via the "MOTION AND MOTION BY DEBTOR FOR AN ORDER AUTHORIZING:(1) OBTAINING OF CREDIT PURSUANT TO BANKRUPTCY CODE SECTIONS 364(b), (c) AND (f) THROUGH THE ISSUANCE OF DEBTOR'S NOTES; AND (2) THE PURCHASE OF DATANET INFORMATION SYSTEMS, INC." dated January 12, 2000, belonging to Millennium Information Systems, Inc., into Datanet Information Systems, Inc. an Alberta, Canada Corporation, in which the Registrant's Investee Company Datanet Information Systems, Inc., was only declared a 49% shareholder, in accordance with documents Mr. Budney delivered to Grant Thornton and reviewed by the Registrant. The Board of Directors of the Registrant did not authorize these actions, nor were they authorized by any actions of any Directors of DataNet Information Systems, Inc. Ultimately on October 18, 2000 Mr. Budney resigned from the Board of Directors of the Registrant, and thereafter was removed for cause from the positions of President and Chief Executive Officer of DataNet Information Systems, Inc. (Nevada) on November 28, 2000. It has been further ascertained that Datanet Information Systems, Inc. (Alberta) was originally formed as Millennium Information Systems, Inc. on February 25, 1997, and Mr. Bernie Budney caused that corporation to change its name to Datanet Information Systems Inc. on January 5, 2000. None of the account income per the "MOTION AND MOTION BY DEBTOR FOR AN ORDER AUTHORIZING:(1) OBTAINING OF CREDIT PURSUANT TO BANKRUPTCY CODE SECTIONS 364(b), (c) AND (f) THROUGH THE ISSUANCE OF DEBTOR'S NOTES; AND (2) THE PURCHASE OF DATANET INFORMATION SYSTEMS, INC." dated January 12, 2000, belonging to Millennium Information Systems, Inc., was ever transferred to DataNet Information Systems, Inc. (Nevada) per the purchase agreement, and was always kept in the Alberta Corporation. The accompanying balance sheet adjusts the original by offsetting the Canadian Subsidiary to 49% equity ownership. 2 CENTRAL CAPITAL VENTURE CORPORATION STATEMENT OF ASSETS AND LIABILITES (UNAUDITIED SUBJECT TO ADJUSTMENT UPON AUDIT) MAY 8, 2000 (US Dollar amounts in thousands) Central DataNet DataNet Consolidation Capital Information Canadian Total Venture Systems, Inc. (49 % owned) Corp. US Assets------------------------------------------------------ Current Assets Cash and cash equivalents 181,600 128,119 2,988 312,706 Accounts Receivable 32,026 1,617 33,643 Prepaid expenses and other 130 130 current assets Receivable due from 854 854 Affiliate Undeposited Funds 2,004 2,004 ------------------------------------------------------ Total Current Assets 181,730 162,149 5,459 349,338 Property, plant and 643 2,011,279 2,011,922 equipment, net Investment in DataNet 100,100 100,100 Investment in Datanet 32,100 32,100 Canadian Sub.------------------------------------------------------ Total Assets 282,473 2,205,528 5,459 2,493,459 Liabilities and Shareholders' Equity Current Liabilities Accounts payable 7,785 28,327 5,092 41,204 Due to Parent Company (16,725) 14,391 (2,334) Other accrued expenses (4,292) (548) (4,840) ------------------------------------------------------ Total current liabilities 7,785 7,310 18,935 34,030 Long-term Debt First Corp Operating Lease 496,000 496,000 Promissory Note #1-Bernie 95,000 95,000 Budney Promissory Note #2-Bernie 104,000 104,000 Budney------------------------------------------------------ Total Long Term Note 695,000 695,000 Payable------------------------------------------------------ Total Liabilities 7,785 702,310 18,935 729,030 Shareholders' Equity Digital Technologies Media 100,000 100,000 Group Paid in Capital 1,296,050 1,296,050 Capital stock 1,614,291 . 1,614,291 Preferred A 100 100 Retained Earnings (1,228,074) 19,797 33 (1,208,244) Net Income (111,629) 87,371 (13,509) (37,767) ------------------------------------------------------ Total Shareholders' Equity 274,688 1,503,218 (13,476) 1,764,430 Total Liabilities and 282,473 2,205,528 5,459 2,493,460 Shareholders' Equity 3 Footing assets - 0 (0) (0) (0) liabilities SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Digital Technologies Media Group, Inc. (Registrant) By: /s/ Ely Jay Mandell --------------------------------- Ely Jay Mandell President & CEO 4