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SEC Company Response from FUEGO ENTERTAINMENT, INC. (CIK 0001336277) — Nov 15, 2005

FUEGO ENTERTAINMENT, INC. (CIK 0001336277)
Date: Nov. 15, 2005 · CIK: 0001336277 · Accession: 0001199835-05-000632

AI Filing Summary & Sentiment

Date
December 30, 2004
Author
Not clearly detected
Form
CORRESP
Company
FUEGO ENTERTAINMENT, INC. (CIK 0001336277)

Letter

1. NATURE OF BUSINESS

Fuego Entertainment, Inc. (the "Company") is primarily engaged in the directing, production, marketing, and distribution of entertainment products, including feature and short films, documentaries, television shows, music, and tour productions. The Company also provides management, marketing, and public relations services to the entertainment industry.

2. Significant Accounting Policies

BASIS OF PRESENTATION The accompanying financial statements include the accounts of the Company formed in the State of Nevada on December 30, 2004. The Company was originally formed as Durango Entertainment, but changed its name to Fuego Entertainment in March 2005. These financial statements reflect the use of significant accounting policies, as described below and elsewhere in the notes to the financial statements, and are prepared in accordance with accounting principles generally accepted in the United States of America. The fiscal year end of the Company is May 31.

REVENUE RECOGNITION Revenue from the sale of film and television programming rights and license arrangements is recognized only when persuasive evidence of a sale or arrangement with a customer exists, the project is complete, the contractual delivery arrangements have been satisfied, the license period has commenced if applicable, the arrangement fee is fixed or determinable, collection of the arrangement fee is reasonably assured, and other conditions as specified in the respective agreements have been met.

Revenue from production services for third parties is recognized when the production is completed and delivered. All associated production costs are deferred and charged against income when the film is delivered and the related revenue is recognized.

Fees for other services provided to third parties are recognized as revenues when the services are performed and there is reasonable assurance over the collection of the fees.

Cash received in advance of meeting the revenue recognition criteria described above is recorded as deferred revenue.

ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company uses the allowance method for bad debts. Based on historical collection activity, no allowance is deemed necessary.

ADVERTISING EXPENSES Advertising costs are expensed as incurred, except for costs related to the development of a property and/or live-action television program commercial or media campaign which are expensed in the period in which the commercial or campaign is first presented. Advertising expenses are included in advertising and marketing expenses in the accompanying statement of operations.

<PAGE>

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of all liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximate the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash and short-term investments.

INCOME PER COMMON SHARE

Basic income per common share is calculated on the average number of common shares outstanding during each period. Diluted income per common share is based on the average number of common shares outstanding during each period, adjusted for the effect of outstanding stock subscriptions.

FILM AND TELEVISION COSTS The Company accounts for its film and television costs pursuant to AICPA Statement of Position ("SOP") No. 00-2, Accounting by Producers or Distributors of Films. The cost of production for film and television production costs, including direct costs, production overhead and interest are capitalized and amortized using the individual-film-forecast method under which such costs are amortized for each program in the ratio that revenue earned in the current period for such program bears to management's estimate of the ultimate revenues to be realized from all media and markets for such program. Management regularly reviews, and revises when necessary, its ultimate revenue estimates on a title-by-title basis, which may result in a change in the rate of amortization applicable to such title and/or a write-down of the value of such title to estimated fair value. These revisions can result in significant quarter-to-quarter and year-to-year fluctuations in film write-downs and rates of amortization. If a total net loss is projected for a particular title, the associated film and television costs are written down to estimated fair value. All exploitation costs, including advertising and marketing costs are expensed as incurred. Television adaptation and production costs that are adapted and/or produced are stated at the lower of cost, less accumulated amortization, or fair value.

INVESTMENT The Company invested a total of $57,400 in a series of shows to be presented in 5 cities in the United States, from which it was to receive the return of its investment based on a percentage of ticket sales from all shows performed, and then participate in the net income of all of the shows after their completion which is anticipated to occur at the end of the summer of 2006.

The three shows performed as of May 31, 2005, exhausted the budgeted funds available by the producer/promoter since the promoter/promoter decided to incur additional costs for high definition filming, production costs for a live recording of a compact disc, and a substantial payment to secure the services of an Oscar Winner Film Director. In the opinion of the president/CEO, whose background includes substantial tour production, the majority of shows on tour typically incur front-end costs of this type and magnitude, prior to realizing the financial benefits from subsequent shows during the tour.

<PAGE>

As a result of these increased show costs, the initial royalty agreement with the Company was renegotiated to allow deferral of the initial payment to the Company of its investment until the December 31, 2005 show is performed. The Company does not consider this deferral as a basis for amortization of its investment or impairment thereof,

In addition to expecting full recovery of the investment in December 2005, the Company believes additional shows may be added to the tour depending on the success achieved during the remaining shows.

The tour being presented is a more expanded version of the same show being presented semi-weekly at the Stardust hotel in Las Vegas, Nevada, which has enjoyed near sell-out performances.

EQUIPMENT Equipment is carried at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method based on the estimated useful lives of the assets, which range from 2.5 years to 5 years.

INTANGIBLE ASSETS The company has capitalized the cost of the creation of its logo. Amortization of logo costs is being amortized ratably over a 5 year useful life, commencing with April 1, 2005, the date by which such costs were incurred.

INCOME TAXES Deferred income taxes will be recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using current tax rates. Valuation allowances will be established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of cash and cash equivalents, accounts receivable, investments, prepaid expenses and other current assets, unearned revenue, accounts payable and accrued expenses, and other liabilities approximate their fair values principally because of the short-term maturities of these instruments.

NEW ACCOUNTING PRONOUNCEMENTS Consolidation of Variable Interest Entities -- On January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN No. 46-R") to address certain FIN implementation issues. This interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements for companies that have interests in entities that are Variable Interest Entities ("VIE") as defined under FIN No. 46. According to this interpretation, if a company has an interest in a VIE and is at risk for a majority of the VIE's losses or receives a majority of the VIE's expected gains it shall consolidate the VIE. FIN No. 46-R also requires additional disclosures by primary beneficiaries and other significant variable interest holders. For entities acquired or created before February 1, 2003, this interpretation was effective no later than the end of the first interim or reporting period ended March 31, 2004, except for those VIE's that are considered to be special purpose entities, for which the effective date is no later than the end of the first interim period or reporting period ended after December 15, 2003. As of May 31, 2005, the Company did not have an interest in any VIE's, and accordingly, the adoption of the provisions of this interpretation by the Company did not have a material effect on its financial position or results of operations.

<PAGE>

In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), Share-Based Payment ("SFAS No. 123-R"). SFAS No.123-R is a revision of SFAS No. 123, as amended, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No.123-R eliminates the alternative to use the intrinsic value method of accounting that was provided in SFAS No. 123, which generally resulted in no compensation expense recorded in the financial statements related to the issuance of equity awards to employees. SFAS No. 123-R requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. SFAS No. 123-R establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting for generally all share-based payment transactions with employees.

3. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of temporary cash investments and accounts receivable. The majority of the cash and cash equivalents are maintained with major financial institutions in the United States of America. Credit risk on accounts receivable is minimized by the Company by performing ongoing credit evaluations of its customers' financial condition and monitoring its exposure for credit losses and maintaining allowances for anticipated losses. One customer for which a corporate video was produced accounted for 60% of total operating revenues from inception to May 31, 2005, and for the three months ended August 31, 2005 one customer accounted for 55% of total operating revenues.

CAPITALIZED PRODUCTION COSTS

Capitalized production costs represent development costs incurred on projects in process. A summary of these costs as of May 31, 2005, and August 31, 2005 follows:

August 31 May 31 2005 2005 -------- -------- The Trader Show is a reality television show based on the $ 38,852 $ 27,842 real life activities of amateur and professional stock traders. The Trader Show places an emphasis on the activities of day traders.

Gold in Ecuador is the story of a small mining town of 15,148 15,148 Portobello. In 1916 Mellick Tweedy traveled on a mule thought the jungle of a small mining tow in Ecuador, this small town became one of the biggest gold exporters in South America. Fifty years ago American company SADCO, abandoned the American shaft, one of the oldest gold mines in the world, leaving the town of Portobello and its people in ruins. Today, the people of Portobello have a new hope, or do they? The Americans are back in Portobello searching for Gold.

One Million Millionaires, This is a documentary that will 6,800 6,800 capture the life of a controversial individual, Mr. Urban Casavant and his dream of making 1 million millionaires. For some he is the hope of their life, for others he is a dreamer, however, thousands follow him and wait patiently. The film will cover his life from the time he was a low-income earning prison guard to multimillion-dollar businessman.

<PAGE>

Counterfeit Conspiracy is a documentary on stock market 2,879 642 scandals: Still in production filming several more ------- ------- interviews. Wall Street insider trading scandals from the 1980's to present, covers the various scandals, reportage of court documents, testimony, and interviews with some participants to fashion an authoritative account of what happened. For example, Milliken, the Drexel Burnham Lambert junk bond king who convinced many savings institutions and insurance companies to buy these bonds in large quantities. It will also document the illegal practice of Naked Short Selling perpetrated by some offshore organizations and self-inflicted by some companies.

Total capitalized production costs $ 63,679 $ 50,432 ========= ========

All of the above films are in production and none have been acquired from other parties. None have been released into the market or are generating revenues except for incidental advance sales of DVD's for Counterfeit Conspiracy totaling $4,691 as of May 31, 2005 and $xxxxx as of August 31, 2005. Advance sales have been classified as deferred revenue in the accompanying balance sheets. No amortization has commenced on any film products in production, and there are no other films owned by the Company.

Amortization of all of the above costs is estimated to commence within the next fiscal year, based upon their anticipated completion dates, with the possible exception of the costs incurred in the Trader Show, which the Company will not be able to begin marketing to television companies until completion thereof, expected in xxxxxxxx. The Trader Show costs represent the only costs in production to be considered a direct-to-television product.

5. Commitments:

The Company leases office and equipment from a related party for $700 a month. Total rent expense from inception to May 31, 2005 was $3,500 and for the three months ended August 31, 2005 was $2,10

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
1. NATURE OF BUSINESS

Fuego Entertainment, Inc. (the "Company") is primarily engaged in the directing,
production,  marketing,  and distribution of entertainment  products,  including
feature  and short  films,  documentaries,  television  shows,  music,  and tour
productions.  The  Company  also  provides  management,  marketing,  and  public
relations services to the entertainment industry.

2. Significant Accounting Policies

BASIS OF PRESENTATION
The accompanying financial statements include the accounts of the Company formed
in the State of Nevada on December 30, 2004. The Company was  originally  formed
as Durango  Entertainment,  but changed its name to Fuego Entertainment in March
2005.  These  financial  statements  reflect the use of  significant  accounting
policies,  as  described  below  and  elsewhere  in the  notes to the  financial
statements,  and are prepared in accordance with accounting principles generally
accepted in the United States of America.  The fiscal year end of the Company is
May 31.

REVENUE RECOGNITION
Revenue  from the sale of film and  television  programming  rights and  license
arrangements  is  recognized  only  when  persuasive   evidence  of  a  sale  or
arrangement  with a customer  exists,  the project is complete,  the contractual
delivery  arrangements have been satisfied,  the license period has commenced if
applicable,  the  arrangement  fee is fixed or  determinable,  collection of the
arrangement fee is reasonably assured,  and other conditions as specified in the
respective agreements have been met.

Revenue  from  production  services  for third  parties is  recognized  when the
production is completed  and  delivered.  All  associated  production  costs are
deferred and charged  against  income when the film is delivered and the related
revenue is recognized.

Fees for other  services  provided to third  parties are  recognized as revenues
when the services  are  performed  and there is  reasonable  assurance  over the
collection of the fees.

Cash received in advance of meeting the revenue  recognition  criteria described
above is recorded as deferred revenue.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
The  Company  uses the  allowance  method  for bad  debts.  Based on  historical
collection activity, no allowance is deemed necessary.

ADVERTISING EXPENSES
Advertising  costs are  expensed as  incurred,  except for costs  related to the
development of a property and/or  live-action  television  program commercial or
media  campaign  which are  expensed  in the period in which the  commercial  or
campaign is first  presented.  Advertising  expenses are included in advertising
and marketing expenses in the accompanying statement of operations.

                                       1
<PAGE>

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ materially from those
estimates.

CASH AND CASH EQUIVALENTS
Cash and cash  equivalents  consist  of all  liquid  investments  with  original
maturities of three months or less are classified as cash and cash  equivalents.
The fair value of cash and cash equivalents approximate the amounts shown on the
financial statements. Cash and cash equivalents consist of unrestricted cash and
short-term investments.

INCOME PER COMMON SHARE

Basic  income per common  share is  calculated  on the average  number of common
shares outstanding during each period.  Diluted income per common share is based
on the average number of common shares outstanding during each period,  adjusted
for the effect of outstanding stock subscriptions.

FILM AND TELEVISION COSTS
The  Company  accounts  for its  film and  television  costs  pursuant  to AICPA
Statement of Position ("SOP") No. 00-2,  Accounting by Producers or Distributors
of Films.  The cost of  production  for film and  television  production  costs,
including  direct costs,  production  overhead and interest are  capitalized and
amortized using the  individual-film-forecast  method under which such costs are
amortized  for each  program in the ratio  that  revenue  earned in the  current
period for such program bears to management's  estimate of the ultimate revenues
to be realized from all media and markets for such program. Management regularly
reviews,  and revises  when  necessary,  its  ultimate  revenue  estimates  on a
title-by-title  basis,  which may result in a change in the rate of amortization
applicable  to such  title  and/or a  write-down  of the value of such  title to
estimated   fair   value.    These   revisions   can   result   in   significant
quarter-to-quarter  and year-to-year  fluctuations in film write-downs and rates
of  amortization.  If a total net loss is projected for a particular  title, the
associated  film and television  costs are written down to estimated fair value.
All exploitation costs,  including  advertising and marketing costs are expensed
as incurred.  Television adaptation and production costs that are adapted and/or
produced are stated at the lower of cost, less accumulated amortization, or fair
value.

INVESTMENT
The Company  invested a total of $57,400 in a series of shows to be presented in
5 cities in the United  States,  from which it was to receive  the return of its
investment based on a percentage of ticket sales from all shows  performed,  and
then  participate  in the net income of all of the shows after their  completion
which is anticipated to occur at the end of the summer of 2006.

The three shows  performed as of May 31,  2005,  exhausted  the  budgeted  funds
available by the producer/promoter since the promoter/promoter  decided to incur
additional  costs  for high  definition  filming,  production  costs  for a live
recording of a compact disc, and a substantial payment to secure the services of
an Oscar  Winner  Film  Director.  In the  opinion of the  president/CEO,  whose
background includes  substantial tour production,  the majority of shows on tour
typically incur  front-end costs of this type and magnitude,  prior to realizing
the financial benefits from subsequent shows during the tour.

                                       2
<PAGE>

As a result of these increased show costs,  the initial  royalty  agreement with
the Company was  renegotiated  to allow  deferral of the initial  payment to the
Company of its  investment  until the December 31, 2005 show is  performed.  The
Company  does not  consider  this  deferral as a basis for  amortization  of its
investment or impairment thereof,

In addition to expecting  full recovery of the  investment in December 2005, the
Company  believes  additional  shows may be added to the tour  depending  on the
success achieved during the remaining shows.

The tour  being  presented  is a more  expanded  version  of the same show being
presented  semi-weekly  at the Stardust  hotel in Las Vegas,  Nevada,  which has
enjoyed near sell-out performances.

EQUIPMENT
Equipment is carried at cost, net of accumulated  depreciation.  Depreciation is
provided on the straight-line  method based on the estimated useful lives of the
assets, which range from 2.5 years to 5 years.

INTANGIBLE ASSETS
The company has capitalized  the cost of the creation of its logo.  Amortization
of logo costs is being amortized  ratably over a 5 year useful life,  commencing
with April 1, 2005, the date by which such costs were incurred.

INCOME TAXES
Deferred income taxes will be recorded for the temporary differences between the
financial statement and tax bases of assets and liabilities using current tax
rates. Valuation allowances will be established against deferred tax assets
whenever circumstances indicate that it is more likely than not that such assets
will not be realized in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS
The  carrying  amounts  of  cash  and  cash  equivalents,  accounts  receivable,
investments,  prepaid  expenses  and other  current  assets,  unearned  revenue,
accounts payable and accrued expenses,  and other liabilities  approximate their
fair  values  principally   because  of  the  short-term   maturities  of  these
instruments.

NEW ACCOUNTING PRONOUNCEMENTS
Consolidation  of Variable  Interest  Entities -- On January 2003, the Financial
Accounting  Standards Board ("FASB") issued FASB Interpretation  ("FIN") No. 46,
Consolidation of Variable Interest  Entities.  In December 2003, the FASB issued
FIN No. 46  (Revised)  ("FIN No.  46-R") to address  certain FIN  implementation
issues.  This  interpretation  clarifies the application of Accounting  Research
Bulletin No. 51,  Consolidated  Financial  Statements  for  companies  that have
interests in entities  that are Variable  Interest  Entities  ("VIE") as defined
under FIN No. 46. According to this interpretation, if a company has an interest
in a VIE and is at risk  for a  majority  of the  VIE's  losses  or  receives  a
majority of the VIE's expected gains it shall  consolidate the VIE. FIN No. 46-R
also  requires  additional   disclosures  by  primary  beneficiaries  and  other
significant  variable interest holders.  For entities acquired or created before
February 1, 2003, this interpretation was effective no later than the end of the
first interim or reporting  period ended March 31, 2004,  except for those VIE's
that are considered to be special purpose entities, for which the effective date
is no later than the end of the first interim  period or reporting  period ended
after  December  15,  2003.  As of May 31,  2005,  the  Company  did not have an
interest in any VIE's, and  accordingly,  the adoption of the provisions of this
interpretation  by the Company did not have a material  effect on its  financial
position or results of operations.

                                       3
<PAGE>

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 123 (revised 2004),  Share-Based  Payment ("SFAS No. 123-R").  SFAS
No.123-R is a revision of SFAS No. 123, as amended,  Accounting for  Stock-Based
Compensation,  and  supersedes  Accounting  Principles  Board  Opinion  No.  25,
Accounting  for  Stock  Issued  to  Employees.   SFAS  No.123-R  eliminates  the
alternative to use the intrinsic value method of accounting that was provided in
SFAS No. 123, which generally  resulted in no compensation  expense  recorded in
the financial  statements related to the issuance of equity awards to employees.
SFAS No. 123-R  requires that the cost resulting  from all  share-based  payment
transactions  be  recognized  in  the  financial  statements.   SFAS  No.  123-R
establishes   fair  value  as  the  measurement   objective  in  accounting  for
share-based  payment   arrangements  and  requires  all  companies  to  apply  a
fair-value-based  measurement method in accounting for generally all share-based
payment transactions with employees.

3. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentration of
credit  risk,  consist  primarily  of temporary  cash  investments  and accounts
receivable.  The majority of the cash and cash  equivalents  are maintained with
major  financial  institutions  in the United States of America.  Credit risk on
accounts  receivable  is minimized by the Company by performing  ongoing  credit
evaluations  of its customers'  financial  condition and monitoring its exposure
for  credit  losses and  maintaining  allowances  for  anticipated  losses.  One
customer  for which a corporate  video was produced  accounted  for 60% of total
operating  revenues  from  inception to May 31,  2005,  and for the three months
ended  August  31,  2005  one  customer  accounted  for 55% of  total  operating
revenues.

CAPITALIZED PRODUCTION COSTS

Capitalized production costs represent development costs incurred on projects in
process.  A summary of these  costs as of May 31,  2005,  and  August  31,  2005
follows:

                                                            August 31    May 31
                                                               2005       2005
                                                             --------  --------
The Trader Show is a reality television show based on the    $ 38,852  $ 27,842
real life activities of amateur and professional stock
traders. The Trader Show places an emphasis on the
activities of day traders.

Gold in Ecuador is the story of a small mining town of         15,148    15,148
Portobello. In 1916 Mellick Tweedy traveled on a mule
thought the jungle of a small mining tow in Ecuador, this
small town became one of the biggest gold exporters in South
America. Fifty years ago American company SADCO, abandoned
the American shaft, one of the oldest gold mines in the
world, leaving the town of Portobello and its people in
ruins. Today, the people of Portobello have a new hope, or
do they? The Americans are back in Portobello searching for
Gold.

One Million Millionaires, This is a documentary that will       6,800     6,800
capture the life of a controversial individual, Mr. Urban
Casavant and his dream of making 1 million millionaires. For
some he is the hope of their life, for others he is a
dreamer, however, thousands follow him and wait patiently.
The film will cover his life from the time he was a
low-income earning prison guard to multimillion-dollar
businessman.

                                       4
<PAGE>

Counterfeit Conspiracy is a documentary on stock market         2,879       642
scandals: Still in production filming several more            -------   -------
interviews. Wall Street insider trading scandals from the
1980's to present, covers the various scandals, reportage of
court documents, testimony, and interviews with some
participants to fashion an authoritative account of what
happened. For example, Milliken, the Drexel Burnham Lambert
junk bond king who convinced many savings institutions and
insurance companies to buy these bonds in large quantities.
It will also document the illegal practice of Naked Short
Selling perpetrated by some offshore organizations and
self-inflicted by some companies.

Total capitalized production costs                           $ 63,679  $ 50,432
                                                            =========  ========

All of the above films are in production  and none have been acquired from other
parties.  None have been  released  into the market or are  generating  revenues
except for incidental advance sales of DVD's for Counterfeit Conspiracy totaling
$4,691 as of May 31, 2005 and $xxxxx as of August 31, 2005.  Advance  sales have
been  classified as deferred  revenue in the  accompanying  balance  sheets.  No
amortization has commenced on any film products in production,  and there are no
other films owned by the Company.

Amortization  of all of the above costs is estimated to commence within the next
fiscal year, based upon their  anticipated  completion  dates, with the possible
exception of the costs  incurred in the Trader Show,  which the Company will not
be able to begin  marketing to television  companies until  completion  thereof,
expected  in  xxxxxxxx.  The  Trader  Show  costs  represent  the only  costs in
production to be considered a direct-to-television product.

5. Commitments:

The Company  leases office and equipment  from a related party for $700 a month.
Total rent expense  from  inception to May 31, 2005 was $3,500 and for the three
months ended August 31, 2005 was $2,10