Well, it APPEARS that for every 10 shares of SETG that you have as of 07.15.05, you will get 1 share of PBSS PBSS -- Pit BOSS Entertainment, Inc. Com ($0.001) UNITED STATES 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 18, 2005 Karma Media, Inc. (Exact name of registrant as specified in its charter) Nevada 333-86518 75-3025152 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 13101 Washington Blvd., 2nd Floor, Los Angeles, CA 90066 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 432-6372 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- -------------------------------------------------------------------------------- Section 5 - Corporate Governance and Management Item 5.01 - Changes in Control of Registrant Karma Media Board Meeting A meeting of the KARMA MEDIA Inc., Board of Directors was held on June 27, 2005 at the Offices of Summit Entertainment Group Inc., located at 14435 FM 2920 Tomball Texas, 77377. The President determined a quorum was present. Items Voted and Discussed : 1. To change the CUSIP number of KARMA MEDIA Inc. 2. To change the names of KARMA MEDIA Inc. to better reflect its business. (PITBOSS ENTERTAINMENT INC.) 3. To appoint CRA of America as its registered agent in Nevada. 4. To approve a 10 to 1 reverse split in the issued and outstanding shares of KARMA MEDIA (OTCBB: KRMA) 5. To approve the round down of all fractional shares that may be effected by the reverse split in the company. 6. To approve a symbol change that better reflects the new name of the corporation and its business. 7. To establish a new board of directors at a later time that is better suited for the new business direction of the company. 8. To accept the resignation of Dominique Einhorn, Pres. & CEO; Estelle Reyna, Secretary. 9. That the company move as soon as possible to secure its security attorney to prepare documents for a applicable offering filing to secure funds to further business development of the new company. -2- -------------------------------------------------------------------------------- 10. To approve a "Stock Swap" for the Summit Entertainment shareholders at a POST "Share for Share" value. (i.e., formula: 1 share of KRMA @ .30 = 10 shares of SETG @ .03) 11. To replace the vacant positions of the KARMA MEDIA / PITBOSS Entertainment Inc. board of directors with John D. Jarvis, President / CEO PITBOSS Inc., formally Karma Media Inc., and TBA, Secretary PITBOSS Inc., formally Karma Media Inc. Corporate Address Changes On July 07, 2005 the Board of Directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005, stating the primary address of the corporation will be changed to: PITBOSS ENTERTAINMENT INC. (main Office) 14435 FM 2920 Tomball Texas, 77377 PITBOSS ENTERTAINMENT INC. (West Office) 13101 Washington Blvd., 2nd Floor, Los Angeles, CA 90066 Change of Corporate Name On July 07, 2005, the board of directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005, stating the formal corporate name that Karma Media Inc., will change to: PITBOSS ENTERTAINMENT INC. Change of Corporate Resident Agent On July 07, 2005 the board of directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005 stating Effective July 18, 2005 the Corporate Resident Agent will change to: CRA OF AMERICA, INC. 3638 NORTH RANCHO DR. STE. 21 LAS VEGAS, NV 89130 Change of CUSIP Number Effective July 18, 2005, the CUSIP and ISIN of PITBOSS ENTERTAINMENT, formally Karma Media Inc., will change to: Old CUSIP: 485659106 New CUSIP: 724336102 New ISIN: US72433661026 -3- -------------------------------------------------------------------------------- Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (President / CEO). Effective July 18, 2005, Mr. Dominique Einhorn resigned from the Registrant's board of directors. With regards to his resignation, Mr. Einhorn did not make known any disagreements with the Registrant, and the Registrant is not currently aware of any disagreements that Mr. Einhorn may have had. In July, 2005, the Registrant will announce the appointment of John D. Jarvis Jr. to the Registrant's board of directors. Mr. Jarvis replaces Mr. Einhorn who stepped down from the Registrant's board. Mr. Jarvis will also assume the positions of Secretary of at PITBOSS ENTERTAINMENT, formally Karma Media, Inc. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (Secretary). Effective July 18, 2005, Ms. Estelle Reyna resigned from the Registrant's board of directors. With regards to her resignation, Ms. Reyna did not make known any disagreements with the Registrant, and the Registrant is not currently aware of any disagreements that Ms. Reyna may have had. In July, 2005, the Registrant will announce the appointment of John D. Jarvis Jr. to the Registrant's board of directors. Mr. Jarvis replaces Ms. Reyna who stepped down from the Registrant's board. Mr. Jarvis will also assume the positions of Chief Executive Officer of PITBOSS ENTERTAINMENT, formally Karma Media, Inc. -4- -------------------------------------------------------------------------------- Signatures Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Karma Media, Inc. July 18, 2005 /s/ Dominique Einhorn Dominique Einhorn Chief Executive Officer PITBOSS ENTERTAINMENT, Inc. July 18, 2005 /s/ John D. Jarvis Jr. John D. Jarvis Jr. Chief Executive Officer Karma Media and Summit Entertainment Group Announce Merger Resulting Entity to be Called PitBOSS Entertainment, Inc. TOMBALL , Texas, July 18, 2005 (PRIMEZONE) -- Karma Media, Inc. (OTCBB:KRMA) and Summit Entertainment Group, Inc. (Pink Sheets:SETG) today announced the conclusion of a definitive merger agreement between the two companies. The resulting entity, PitBOSS Entertainment, Inc. started trading Monday morning under the ticker symbol (OTCBB:PBSS). For details on the merger, investors are encouraged to read the company's separate 8-K filing. "This merger spells opportunity for current and prospective shareholders," noted John Jarvis, PitBOSS Entertainment's CEO. "Our corporate entities are a perfect match for each other and we look forward to promoting PitBOSS Entertainment's growing asset base to the worldwide consumer via our suite of digital and media assets with the goal of increasing shareholder value." A press conference and shareholder conference call is tentatively set for Tuesday, August 2, 2005. Final scheduling details such as time and call-in numbers will be released in the coming days. For a detailed list of media assets owned by PitBOSS Entertainment, refer to www.karmamedia.com and www.estelle.tv . An exhaustive list of hard assets owned by the company shall be forthcoming in PitBOSS Entertainment's next 10-K filing. PitBOSS Entertainment (formerly Karma Media, Inc.) is backed by US EURO Securities, Inc., a private, global investment bank, see www.useurosecurities.com/101304.html for more information. About PitBOSS Entertainment, Inc. PitBOSS Entertainment, Inc. (OTCBB:PBSS) is a diversified entertainment company with an impressive asset base consisting of both hard assets as well as media properties used to promote and brand such assets. The company also assists outside companies, both public and private, with an affordable suite of media and branding services. Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Company cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those the Company expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to the Company's forward-looking statements are found in our SEC filings. HTML: http://newsroom.eworldwire.com/wr/071805/12319.htm PDF: http://newsroom.eworldwire.com/pdf/071805/12319.pdf ONLINE NEWSROOM: http://newsroom.eworldwire.com/306901.htm LOGO: http://newsroom.eworldwire.com/306901.htm CONTACT: PitBOSS Entertainment, Inc. John Jarvis 14435 FM 2920 Tomball, TX 77377 PHONE. 281-255-9424 ext:100 FAX. 281-351-182 EMAIL: john@summitentgroup.com http://www.summitentgroup.com Summit Entertainment Begins Merger Talks HOUSTON, TX, June 22, 2005 -- Summit Entertainment Group, Inc. (Pinksheets : SETG) Http://www.summitentgroup.com , aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. SUMMIT plans to be the leading growth company in the Entertainment professional services industry as well as Casino/Entertainment operations in 2005, announces board approval to begin merger talks with Karma Media Inc. (OTCBB: KRMA) http://www.karmamedia.com Karma Media, Inc. media and marketing is a company producing original content in multiple languages. Its content is delivered worldwide via television, radio, print, the Internet and other media. By entertaining, educating and stimulating understanding of crucial social issues, the Company has built a loyal and expanding audience for its content, generating multiple revenue streams in advertising, programming, marketing and syndication. The Company's core value of social responsibility influences its content and strategic relationships. Summit Entertainment Group, Inc. plans to start negotiations with Karma Media Inc. as soon as possible. Mr. Jarvis Summit's President stated earlier today "Moving to the OTCBB could be a big plus for our share holders and their investment in SETG", he concluded: "I see this acquisition as the next step in the development of our public company and its expanded benefit to our shareholders". About Summit Entertainment Group Inc. Headquartered in Houston, Texas, Summit Entertainment Group, Inc. (Pink Sheets:SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno, Nevada and Louisiana. Summit Entertainment Group's press releases are available at the company website located at http://www.summitentgroup.com or www.knobias.com. Additional news and information on Summit can be obtained by contacting the company directly at (281) 255-9424 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Company cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those the Company expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to the Company's forward-looking statements are found in our SEC filings. Summit Entertainment Approves Share Buyback Plan HOUSTON (EWORLDWIRE) Jun 20, 2005 Summit Entertainment Group, Inc. (Pink Sheets: SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas and Reno, Nevada, and in Louisiana. Summit plans lead in the entertainment professional services industry as well as in casino/entertainment operations in 2005, and it announces the approval of a plan to purchase, from time to time in the open market, up to 500,000 shares of the company's common stock over the next 12 months. Given our improved cash position and projected cash flows, the implementation of a share repurchase program is an excellent means to increase value to our shareholders; stated John D. Jarvis, president of Summit Entertainment Group, Inc. "This action reflects our strong belief in the fundamental value of our management, sales team and technology." Summit Entertainment Group, Inc. plans to commence the repurchase of shares immediately and will continue such repurchases from time to time in the open market at prices and times deemed to be beneficial to the long-term interests of shareholders and the company. The timing of the purchases, the prices paid and the actual number of shares of common stock purchased will depend upon market conditions and limitations imposed by applicable federal securities laws, including the amount and timing of acquisitions. Any repurchased shares will be held as treasury stock and available for general corporate purposes. "At current prices, we believe our stock represents an attractive investment opportunity, and this plan reflects a serious commitment to improve long-term stockholder value" added Jarvis. About Summit Entertainment Group Inc. Headquartered in Houston, Texas, Summit Entertainment Group, Inc. (Pink Sheets: SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas and Reno, Nevada, and in Louisiana. Summit Entertainment Group's press releases are available at http://www.summitentgroup.com or www.knobias.com. Additional news and information can be obtained at (281) 255-9424. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The company cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those the Company expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as the ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to the company's forward-looking statements are found in our SEC filings. President Summit Entertainment Group Inc. Tomball, TX, 77377 USA, 281-255-9424 ext:100 (phone) 281-351-182 (fax) john@summitentgroup.com www.summitentgroup.com SETG -- Summit Entertainment Group Corp., Inc. Com ($0.001) Summit poised to acquire 49% of QZAR USA Summit Entertainment Group - (SETG) ( Http://www.summitentgroup.com ) is proud to announce the finalization of terms to acquire QZAR USA ( Http://www.qzarsystems.com ) , a Texas based Laser tag and Virtual Reality entertainment company with equipment sales world wide and software development and production located in the USA . QZAR USA is helmed by President, CEO Joseph Robles and boasts a global clientele primarily located in Russia, Europe and the United States. QZAR USA stated this morning : "We believe that this acquisition will not only add to the overall value to Summit Entertainment shareholders but will drastically reduce the costs of world wide promotion of our QZAR products abroad. QZAR elaborated: "it will allow us to focus on sales, production and software development in the coming months while allowing the investment community to play a part in an emerging VR and Laser production company with hard assets estimated near 1 million dollars". Mr. Robels will continue to oversee the sales and day to day operation for QZAR USA while joining Summit Entertainment as a Director, effective Monday June 13, 2005. John D. Jarvis, Summit Entertainment's President stated: "I see these creative and cutting edge entertainment products as a new beginning for struggling entertainment operators to create new and affordable profit centers to complement their current entertainment business models in a down economy ". The QZAR USA beta test arena is located about 2 miles from QZAR USA's production and warehouse facility in Tomball Texas, web cam feeds and pictures will be made available on the Summit Entertainment corporate web site located at Http://www.summitentgroup.com . or to be scheduled for use by calling (281) 351-1831. About Summit Entertainment Group Inc. Headquartered in Houston Texas, Summit Entertainment Group Inc. (OTCBB: SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. Summit Entertainment Groups press releases are available at www.Pinksheets.com or www.knobias.com Additional news and information on Summit can be obtained by contacting the company at (281)255-9424 Summit Company Contact Information John D. Jarvis President / Secretary Summit Entertainment Group Inc. (281) 255-9424 QZAR USA Company Contact Information Joseph Robles President QZAR USA (281) 415-7386 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements, other than the statements of historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involves risk and uncertainties, including, without limitation, demand and competition for the company's products and services, the availability to the company of adequate financing to support its anticipated activities, the ability of the company to generate cash flow from operations and the ability of the company to manage its operation SETG -- Summit Entertainment Group Corp., Inc. Com ($0.001) COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES: Lucky Summit Online Casino Opens on Schedule with Summit Radio Not Far Behind HOUSTON, May 2, 2005 (PRIMEZONE via COMTEX) -- Summit Entertainment Group, Inc. (Pink Sheets:SETG) http://www.summitentgroup.com is proud to announce that its online gaming casino, sportsbook, bingo and "One of a kind" LIVE poker is now open for business at http://www.luckysummit.com. Lucky Summit links players from around the world to play poker against each other in real time, for fun money or real money. Play Texas Hold'em, Omaha, 7 Card Stud and Hi/Lo in one of our many online poker rooms. www.luckysummit.com offers Free Play Mini League competition, Freeroll Tournaments, a monthly trip to Las Vegas and a seat at our annual WSOP Satellite - with a lucky winner going to the World Series of Poker. John D. Jarvis, president of Summit Entertainment, stated, "Party Poker is a perfect example of the growth in online poker. This site started in 2001 and in the last 12 months has increased its membership base by nearly 5000 per cent, establishing itself as one of the biggest and most profitable sites on the net. Party Poker is expected to float next year for around 5 Billion USD." He concluded, "I know that our software can compete with Party Poker's, I also believe that these numbers are obtainable by Lucky Summit's Online Casino if our Summit Media Services, (SMS) http://media.summitentgroup.com, division dedicates themselves to the same kind of success in promotion that Party Poker has accomplished." Madison Systems Inc. (Pink Sheets:MADI) http://www.Madisonsystemsinc.com, through its newly acquired Ikonsoft Ltd, has developed the "Cutting Edge" software to be used in the release. This marks Summit's introduction into the online gaming segment and should be a wonderful complement to the focus of Summit's Land and vessel based business plan. Ikonsoft has been developing and refining its online gaming technology and operational expertise for over five years. "We are not a patchwork of loosely coupled technology partners. Instead, we built every component from the ground up to be seamlessly integrated for superior, reliable operations and enhanced security, with a sophisticated gaming engine, advanced front-end graphical interfaces, comprehensive back-end eCommerce system, fraud screening utilities, data mining tools, and expansive internationalization," said Donald McNally, chairman of Madison Systems Inc. In concert with this announcement we are also proud to announce that Summit Entertainment Group is in the final stages of launching "Summit Radio." Summit Radio will be produced and brought to you by John D. Jarvis of Summit Entertainment. The show features Summit Entertainment's president John Jarvis and, other key staff members, as well as a constant variety of interesting guests. The show will NOT be an infomercial for Summit Entertainment. Rather, it will explore the often-dicey issues that affect Internet users, online casinos and other online businesses. We also hope to be covering LIVE events such as the WPT and other major casino events. We will offer a variety of ways to listen to Summit Radio. An on-the-air link will display at the top of our Summit Radio website to allow you to listen to a live stream in real time; tune in to the show on Real Networks, Shout Cast, Podcast and Microsoft Media. We also envision to be simulcast on XM satellite radio networks, as well as on select AM radio stations in the near future. About Summit Entertainment Group Inc. Headquartered in Houston, Texas, Summit Entertainment Group, Inc. (Pink Sheets:SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno, Nevada and Louisiana. Summit Entertainment Group's press releases are available at the company website located at http://www.summitentgroup.com or www.knobias.com. Additional news and information on Summit can be obtained by contacting the company directly at (281) 255-9424 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements, other than the statements of historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involves risk and uncertainties, including, without limitation, demand and competition for the company's products and services, the availability to the company of adequate financing to support its anticipated activities, the ability of the company to generate cash flow from operations and the ability of the company to manage its operations. SOURCE: Summit Entertainment Group Inc. CONTACTS: Summit Entertainment Group Inc. John D. Jarvis, President / Secretary (281) 255-9424 ext: 100 john@summitentgroup.com Madison Systems Inc. Donald McNally, Chairman (905) 927-9113 madd@allstream.net Summit Entertainment Group Disclosure Statement PURSUANT TO RULE 15C2-11 March 1st 2005 ________________________________________________________________ (i): The exact name of the issuer and its predecessor (if any). Summit Entertainment Group Inc. (ii): The address of its principal executive offices. Summit Entertainment Group Inc. 14435 FM 2920 Tomball Texas, 77377 Phone : (281) 255-9424 Fax: (281) 351-1832 Web: Http://WWW.SUMMITENTGROUP.COMInvestor Relations Contact: Greg Kemp Greg@Summitentgroup.com (iii): The state and date of incorporation, if it is a corporation. NEVADA Incorporated on October 01, 2004 (iv): The exact title and class of the each class of securities outstanding. Summit Entertainment Group Inc. Common Stock, 50,000,000 authorized Trading Symbol : SETG CUSIP Number : 86606L 10 0 (vi): The number of shares or total amount of the securities outstanding and a list of securities offerings in the past two years. Summit Entertainment Stock Position Overview Total Share Overview as of October 1st 2004 Total Common Shares Authorized: 50,000,000 (Fifty Million) Par Value per share: $0.01 Total “Free Trade” issued as of 10.01.04: -0- Total “Restricted” issued as of 10.01.04: 12,000,000 Total “Issued and Outstanding” as of 10.01.04:12,000,000 Total amount of shareholders as of 10.01.04: 1 1 Total Share Overview as of January 1st 2005 Total Common Shares Authorized: 50,000,000 (Fifty Million) Par Value per share: $0.01 Total “Free Trade” issued as of 01.01.05: 2,501,928 Total “Restricted” issued as of 01.01.05: 12,000,000 Total “Issued and Outstanding” as of 01.01.05:14,501,928 Total amount of shareholders as of 01.01.05: 47 504d offering overview State of registration: Texas Start date of offering: 11.01.04 End date of offering: 11.01.05 Per share strike price offering: $0.35 Total amount of shares to be offered: 2,857,143 Total Amount to be raised by offering: $1,000,000 (1million) Amount of (504d) shares issued as 01.01.05: 565,000 Total dollar amount raised by company as of 01.01.05: $197,750 % to total issued and outstanding in Summit as of 01.01.05: 3.9% % to total authorized in Summit as of 01.01.05: 1.1% % to total issued after offering close (if issued stay the same): 19.7% % to total authorized after offering close: 5.7% *(NOTES) The company relied upon these rules for the issuance of the (504d) SEC RULE – Listed at http://www.sec.gov Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. Your company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act reporting requirements. Like the other Regulation D exemptions, in general you may not use public solicitation or advertising to market the securities and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption. However, you can use this exemption for a public offering of your securities and investors will receive freely tradable securities under the following circumstances: You register the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors; You register and sell in a state that requires registration and disclosure delivery and also sell in a state without those requirements, so long as you deliver the disclosure documents mandated by the state in which you registered to all purchasers; or, You sell exclusively according to state law exemptions that permit general solicitation and advertising, so long as you sell only to "accredited investors," a term we describe in more detail below in connection with Rule 505 and Rule 506 offerings. Even if you make a private sale where there are no specific disclosure delivery requirements, you should take care to provide sufficient 2 information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information you provide to investors must be free from false or misleading statements. Similarly, you should not exclude any information if the omission makes what you do provide investors false or misleading. TITLE 7 BANKING AND SECURITIES PART 7STATE SECURITIES BOARD CHAPTER 139EXEMPTIONS BY RULE OR ORDER RULE §139.16 Sales to Individual Accredited Investors Texas State Securities - http://www.ssb.state.tx.us/ a) In general. The State Securities Board, pursuant to the Securities Act, §5.T, exempts from the securities registration requirements of the Securities Act, §7, the offer and sale by the issuer or a registered dealer without advertising of any security to an individual accredited investor, or to any purchaser who the issuer has reasonable grounds to believe and after making reasonable inquiry shall believe to be an individual accredited investor, provided that such security is not part of the same distribution or offering as securities of the same issuer which have been registered or are proposed to be registered by pending application under the Securities Act, §7. "Advertising," as used in this subsection, does not include the use of limited use advertisements under subsection (e) of this section or the use of the type of printed material as permitted by §109.13(b) of this title (relating to Limited Offering Exemptions) in connection with an offering under the Act, §5.I. (b) Who may purchase; who constitutes the issuer for purposes of selling securities. (1) Individual accredited investors. For purposes of this section, the term "individual accredited investor" shall mean any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1 million or any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. The term "individual accredited investor" shall also include any self-directed employee benefit plan with investment decisions made solely by persons that are "individual accredited investors" as defined in this paragraph and the individual retirement account of any such individual accredited investor. (2) Issuer. For the purposes of subsection (a), the term "issuer" includes any director, officer, or employee of the issuer provided all the following conditions are satisfied: (A) the director, officer, or employee was not hired for the purpose of offering or selling such securities; (B) the director's, officer's, or employee's activity involving the offer and sale of such securities is strictly incidental to his or her bona fide primary non-securities related work duties; and 3 (C) the director's, officer's, or employee's compensation is based solely on the performance of other such duties, i.e., the director, officer, or employee does not receive any compensation for offering for sale, selling, or otherwise aiding in the sale of securities. *(NOTE) – Also see (attached #1) “Legal 504d Opinion Letter” to Summit Entertainment council. Shareholder overview over 5% of issued and outstanding as of 01.01.05 Number of sharehol(1) One ders over 5%: Shareholder Name: John D. Jarvis Shareholder Address: Conroe Texas, 77302 Shareholder Officer or Director in Company: YES Company Position: President / CEO / Director Amount of shares issued: 12,000,000 Class of security: Common “Restricted” Reason for issue : Expectance of company position % to total issued as of 01.01.05: 82.7% % to total authorized as of 01.01.05: 24.0% Shareholder overview under 5% of issued and outstanding as of 01.01.05 Total number of shareholders: 47 Total shares issued to shareholders: 2,501,928 % to total issued as of 01.01.05: 17.25% % to total authorized as of 01.01.05: 5.0% Summit Entertainment Recap of shareholdings and % totals Shareholder segment Share Amount % to Auth. % to issued Restricted Holders 12,000,000 24.0% 82.7% Free Trade Holders 2,501,928 5.0% 17.25% _____________________________________________________________________________ Over 5% Holders 12,000,000 24.0% 82.7% Under 5% Holders 2,501,928 5.0% 17.25% 504d Holders 565,000 1.1% 3.9% (vii): The name and address of the transfer agent. REGISTERED AGENT Transfer Online 317 Southwest Alder St. 2nd Floor Portland, OR 97204 (viii): The nature of the issuer’s business. Headquartered in Houston Texas, SUMMIT Entertainment Group, Inc. (OTCPK: SETG) aspires to be a leading diversified owner and operator of 4 multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. SUMMIT plans to be the leading growth company in the Entertainment professional services industry as well as Casino/Entertainment operations in 2005. This growth will be fueled by relentless innovation, focused on exceeding client expectations and creating extraordinary opportunities for all parties involved. 1. the form of organization of the issuer (e.g., corporation, partnership, limited liability company, etc.); Corporation 2. the year that the issuer (or any predecessor) was organized; 2004 3. the issuers fiscal year end date; December 31, 4. whether the issuer (and/or any predecessor) has been in bankruptcy, receivership or any similar proceeding; Summit Entertainment has never been in bankruptcy, receivership or any similar proceeding. 5. any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business; Summit Entertainment has never had any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business 6. any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments; Summit Entertainment has never had any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments 7. any change of control; On November 1st 2004 Jim Dial resigned as President / CEO of Summit Entertainment Group and John D. Jarvis became the new President / CEO of Summit Entertainment Group on the same day. 8. any increase in 10% or more of the same class of 5 outstanding equity securities; John D. Jarvis became the new President / CEO of Summit Entertainment Group on November 1st 2004 and received 12,000,000 shares of restricted stock for the expectance of that company position. (Also see section (VI)stock position recap for % to totals) 9. describe any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization; There are no pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization of Summit Entertainment Group 10. any delisting of the issuer’s securities by any securities exchange or NASDAQ; and There are no delisting of the issuer’s securities by any securities exchange or NASDAQ. 11. any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer’s business, financial condition, or operations. State the names of the principal parties, the nature and current status of the matters, and the amounts involved. There are NO current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer’s business, financial condition, or operations of Summit Entertainment Group. B. Business of Issuer. Describe the issuer’s business so a potential investor can clearly understand it. Please also include, to the extent material to an understanding of the issuer, the following specific items: Headquartered in Houston Texas, SUMMIT Entertainment Group, Inc. (OTCPK: SETG) aspires to be a leading diversified owner and operator of multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. SUMMIT plans to be the leading growth company in the Entertainment professional services industry as well as Casino/Entertainment operations in 2005. This growth will be fueled by relentless innovation, focused on exceeding client expectations and creating extraordinary opportunities for all parties involved. 1. the issuer’s primary and secondary SIC Codes; Summit Entertainments SIC CODES: 7929, 7011, 7999, 7997 6 2. if the issuer has never conducted operations, is in the development stage or is currently conducting operations; The principles of Summit, offer the potential to assist entertainment organizations to create a more sustainable future for themselves without compromising their artistic objectives. This is partly because Summit principles make it possible to maximize the financial potential of any given entertainment vision, thereby giving it greater resources to fulfill its potential. And it is partly because Summit entrepreneurial behavior provides many pointers on how to leverage the greatest possible mileage out of limited resources, a skill already widely understood in the sector. (Entertainment / Casinos) - Summit Entertainment currently operates Texas Hold’EM card rooms in Texas as well as acquired an apparel manufacturing and embroidering company. - Summit Entertainment is in the process of acquiring a casino operation in Biloxi Mississippi. - Summit Entertainment plans to open “Retreat on the SUMMIT”, a entertainment retreat in February 2005. 3. state the names of any parent, subsidiary, or affiliate of the issuer, and describe its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure document; PARENT COMPANY: SUMMIT ENTERTAINMENT GROUP Subsidiaries : NONE Summit Entertainment Group plans to run any and all of its assets under the parent company and consolidated financial statements for Summit Entertainment Group Inc. are included with this document. 4. the effect of existing or probable governmental regulations on the business; Gambling in America has deep cultural roots and exists today as a widely available and socially accepted recreational activity. Over 80 percent of American adults now report having gambled sometime during their lifetime - on casino games, lottery, sports betting, horse racing and off-track betting, and other gambling activities. It is estimated that in 1997 they collectively wagered more than $ 551 billion . This market has increased the intensity of competition for gambling among state-sponsored lotteries and commercial gambling enterprises, leading to legalization in some states in which gambling had previously been voted down. Presently, gambling in some form is legal in all but 3 states, casinos or casino-style games are available in 21 states, and 37 states have lotteries. 7 5. an estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities are borne directly by customers; Summit Entertainment Group has spent an estimated $100,000 USD on research of Casino and Entertainment industry. 6. costs and effects of compliance with environmental laws (federal, state and local); and Summit Entertainment does not foresee any costs and or effects of compliance with environmental laws (federal, state and local) 7. number of total employees and number of full time employees. Summit Entertainment Employs 4 full time office staff and also employs aprox. 11 part time workers that work in the apparel division. Summit officers do not take a salary at this time but are compensated with restricted stock in the company. C. Investment Policies. For any investments that the issuer has, provide clear descriptions of the investments, any restrictions or impairments the investments may have and the policies used to value and/or depreciate such assets from a financial and tax perspective. State whether there are any limitations of the percentage of assets which may be invested in any one investment, or type of instrument, and indicate whether such policy may be changed without a vote of security holders. State whether the issuer’s policy is to acquire assets primarily for possible capital gain or primarily for income. If the issuer owns any real estate, interests in real estate, mortgages or securities related to or backed by real estate, describe the issuer’s policies with respect to each of the following types of investments (the below items 1-3 do not need to be included if the issuer has disclosed it does not own any real estate or real estate related investments). When investing in Summit Entertainment Group Inc., you are investing in a company that will (acquire) / own and operate multiple entertainment properties, including developments located in Las Vegas, Reno Nevada and Louisiana. Our operation will focus primarily on the casino, gaming and Entertainment professional services industry. Our growth will be fueled by relentless innovation, focused on exceeding client expectations and creating extraordinary opportunities for all parties involved. 8 When investing in Summit there are NO hiding of assets or partial investment plans. Summit’s policy is to acquire assets both primarily for possible capital gain and or primarily for income. 1. Investments in real estate or interests in real estate. Indicate the types of real estate in which the issuer may invest, and describe the method (or proposed method) of operating and financing these properties. Indicate any limitations on the number or amount of mortgages that may be placed on any one piece of property. None at this time. 2. Investments in real estate mortgages. Indicate the types of mortgages and the types of properties subject to mortgages in which the issuer plans to invest. Describe each type of mortgage activity in which the issuer intends to engage, such as originating, servicing and warehousing, and the portfolio turnover rate. None at this time. 3. Securities of or interests in persons primarily engaged in real estate activities. Indicate the types of securities in which the issuer may invest, and indicate the primary activities of persons in which the issuer may invest and the investment policies of such persons. None at this time. Item (ix): The nature of products or services offered. In responding to this item, please describe the following so that a potential investor can clearly understand the products and services of the issuer: 1. principal products or services, and their markets; Gambling, Gaming Venues, Internet Gaming, Entertainment Apparel, General Entertainment Venues, Professional Sports and or sports venues. 2. distribution methods of the products or services; Casino Operation, Public Entertainment Venues, Retail Outlets 9 3. status of any publicly announced new product or service; Summit Entertainment currently operates Texas Hold’EM card rooms in Texas as well as acquired an apparel manufacturing and embroidering company (GK Enterprises) Summit Entertainment is in the process of acquiring a casino operation in Biloxi Mississippi. Summit Entertainment plans to open “Retreat on the SUMMIT”, a entertainment retreat in February 2005. 4. competitive business conditions, the issuer’s competitive position in the industry, and methods of competition; This market has increased the intensity of competition for gambling among state-sponsored lotteries and commercial gambling enterprises, leading to legalization in some states in which gambling had previously been voted down. Presently, gambling in some form is legal in all but 3 states, casinos or casino-style games are available in 21 states, and 37 states have lotteries. 5. sources and availability of raw materials and the names of principal suppliers; In our current focused industries this is not applicable. 6. dependence on one or a few major customers; Over 80 percent of American adults now report having gambled sometime during their lifetime - on casino games, lotterie, sports betting, horse racing and off-track betting, and other gambling activities. It is estimated that in 1997 they collectively wagered more than $ 551 billion . This market has increased the intensity of competition for gambling among state-sponsored lotteries and commercial gambling enterprises, leading to legalization in some states in which gambling had previously been voted down. Presently, gambling in some form is legal in all but 3 states, casinos or casino-style games are available in 21 states, and 37 states have lotteries. 7. patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration; and Summit Entertainment owns or has NO patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts. 8. the need for any government approval of principal products or services. Discuss the status of any requested 10 government approvals. The only need for any outside government approvals in our industry at this time would be “Gaming Licensing” per state and in most cases the acquired casinos and or gaming operations will have “Grand fathered” licenses. Item (x): The nature and extent of the issuer’s facilities. 1. Describe the general character and locations of all materially important properties held or intended to be acquired by or leased to the issuer and describe the present or proposed use of such properties and their suitability and adequacy for such use. Properties not yet acquired should be identified as such. None at this time. 2. State the nature of the issuer’s title to, or other interest in, such properties and the nature and amount of all material mortgages, liens or encumbrances against such properties. Disclose the current principal amount of each material encumbrance, interest and amortization provisions, prepayment provisions, maturity date and the balance due at maturity assuming no prepayments. None at this time. 3. Outline briefly the terms of any lease or any of such properties or any option or contract to purchase or sell any of such properties. None at this time. 4. Outline briefly any proposed program for the renovation, improvement or development of such properties, including the estimated cost thereof and the method of financing to be used. If there are no present plans for the improvement or development of any unimproved or undeveloped property, so state and indicate the purpose for which the property is to be held or acquired. None at this time. 5. Describe the general competitive conditions to which the properties are or may be subject. None at this time. 11 6. Include a statement as to whether, in the opinion of the management of the issuer, the properties are adequately covered by insurance. N/A 7. With respect to each improved property which is separately described, provide the following in addition to the above: N/A a. Occupancy rate; b. Number of tenants occupying 10% or more of the rentable square footage and principal nature of business of each such tenant, and the principal provisions of each of their leases; c. Principal business, occupations and professions carried on in, or from, the building; d. The average effective annual rental per square foot or unit; e. Schedule of the lease expirations for each of the next 10 years, stating: i. The number of tenants whose leases will expire, ii. The total area in square feet covered by such leases, iii. The annual rental represented by such leases, and iv. The percentage of gross annual rental represented by such leases. f. Each of the properties and components thereof upon which depreciation is taken, setting forth the: i. Federal tax basis, ii. Rate, iii. Method, and iv. Life claimed with respect to such property or component thereof for purposes of depreciation. g. The realty tax rate, annual realty taxes and estimated taxes on any proposed improvements. Item (xi): The name of the chief executive officer, members of the board of directors, President, CEO, Dir. - John D. Jarvis Jr. John@Summitentgroup.com COO,Dir. - David Tabb David@Summitentgroup.com CMO, Dir. - Greg Kemp Greg@Summitentgroup.com 12 Summit Entertainment Group Inc. 14435 FM 2920 Tomball Texas, 77377 E-Mail: Info@Summitentgroup.com Phone : (281) 255-9424 Fax: (281) 351-1832 as well as counsel, Corporate council for Summit Entertainment Is: Jay Wright (Corporate Council) 408 North Thompson Street, Conroe, TX 77301 (936) 494-2462 (877) 912-7819 (toll-free) Email: jaywrightatty@hotmail.com accountant, The accounting firm for Summit Entertainment Group Is: Tim Harris 14435 FM 2920 Tomball Texas, 77377 (281) 580-7272 Email: THarris@Summitentgroup.com Public relations consultant. The press and public relation consultant to Summit Entertainment is: Knobias.Com, LLC Post Office Box 2785 Ridgeland, Ms 39158-2785 Phone: 601-978-3399 Fax: 601-978-3675 a. Executive Officers; b. Directors; c. General Partners; e. Control Persons; President, CEO, Director - John D. Jarvis Jr. Personal Data : Name: John D. Jarvis Jr. Age: 38 Birth Date: 06.01.66 Location: Conroe Texas Company: Litfiber Inc. Title: Chairman / CEO Contact: (281) 255-9424 ext:100 Email: john@summitentgroup.net Personal Quote : 13 True hope dwells on the possible, even when life seems to be a plot written by someone who wants to see how much adversity we can overcome. True hope responds to the real world, to real life; it is an active effort. Personal Work Description: John has over ten years experience in strategic marketing and sales with significant emphasis on relationship sales with Fortune 100 companies. He has over five years experience with all aspects of Internet operations and development, including direct experience with web site development for corporate presence as well as content deployment. Vision of last project Lit fiber OTCBB:LTBI That that firm would be the leading growth company in the wireless and IT professional services / telephony and wireless industry. This growth will be fueled by relentless innovation, focused on exceeding client expectations and creating extraordinary opportunities for all parties involved. iTalk2U project : Deployment and development lead on iTalk2U project : iTALK2U is a unique device / Inet Client that allows you to place calls worldwide from any PC with an internet connection. Use your iTALK2U client to call any other iTALK2U client in the world at a fraction of the cost of traditional telephones (FREE, Now thats a fraction!), all with amazing call sound and clarity. Manage, store and call all your contacts quickly an easily with the included iTALK2U software. The I2 Fone Project : Deployment and development lead on I2 Fone project : The I2 Fone system is an integrated turnkey VoIP solution that is built on a scaleable UNIX platform with NO restrictions in terms of supported gateway servers and processed call time. The solution incorporates one manageable platform for VoIP that supports H.323 gateways with Radius/AAA authentication such as Cisco, Quintum, and other gateway products. It includes Radius, IVR, SQL database, Web servers on a Linux UNIX platform. I2 Fone allows Telco companies to provide seamless Web integration for their calling card application. Full support for user profiles, credit card account funding, and customer support is provided via Web. The solution also includes sample of Credit card API interface for easy integration with third-party credit card processors. I2 Fone also solves the users problem of calling solutions with a unique Web, PDA, PIN Calling, SIP solution. We boast the most competitive rates with “Buy on the fly” minutes and billing statements delivered to you daily, weekly or monthly. Past Work experience : - The Gordon Company : VP Sales - Mineralsprings Water : VP Sales / COO - PGA of America : Dir of Sales 14 - Pro Team Beverages , Spalding Sports : VP Sales - TriStar Inc. , Rawlings Sports (Foods) : Chairman / CEO - Jarvis Entertainment / Networks Group : Chairman / CEO OTCBB(JRVE) http://www.jarvisgroup.net - Litfiber Inc. : Chairman / CEO : OTCBB(LTBI) http://www.Litfiber.com COO, Director - David Tabb Personal Quote What each must seek in his life never was on land or sea. It is something out of his own unique potentiality for experience, something that never has been and never could have been experienced by anyone else. Personal Data : Name: David Tabb Age: 30 Birth Date: 06.04.75 Location: Cypress Texas Company: Summit Entertainment Group Inc. Title: COO Education: Masters at Stephen F. Austin State University/MBA Contact: (281) 255-9424 Email: david@summitentgroup.net Summary Project management is equal parts organization, communication, flexibility, customer service and team management. I am an experienced and versatile project manager with a background in customer service team-building. Over a span of almost 7 years at my own Company, I have provided reliable and creative project management and problem-solving services to a wide variety of audiences ranging from customers to partners to the senior architects of our products. I have repeatedly proven my ability to respond to changing priorities (business and technical) as well as my ability to resolve those last minute show-opping issues. st Former Work Experience : J’s Home Builders: Chairman, CEO - David Weekly Homes / Project Manager - Lennar Homes - Legend Homes - Village Builders - Richmond American Homes Professional Goals To rise to new and interesting challenges and solve problems creatively. To contribute to the success of an organization by using my problem-solving skills to hurdle us over obstacles encounter in technology, our own organization or the market. CMO, Director - Greg Kemp 15 Personal Data : Name: Greg Kemp Age: 36 Birth Date: 08.08.68 Location: Spring Texas Company: Summit Entertainment Group Inc. Title: CMO Education: Masters at University Of Texas A&M / MBA Contact: (281) 255-9424 Email: Greg@summitentgroup.com Personal Quote : Thoroughness characterizes all successful men. Genius is the art of taking infinite pains. All great achievement has been characterized by extreme care, infinite painstaking, even to the minutest detail. Personal Work Description: Mr. Kemp possesses over 10 years of experience in Marketing, Promotional and Advertising field. His broad range of knowledge and experience in the apparel industry has enabled him to work on many high profile projects. G.K. Enterprises had produced items for such companies as: AC Delco, Ford Motor Company, Chevrolet, Chrysler, South West Airlines, Dynegy, Columbia Ind., The PBA and Ebonite Ind. G.K. Enterprises Inc., a Texas-based marketing and promotional apparel company with over 10 years of experience and a customer base exceeding 10,000 clients world wide. G.K. Enterprises is helmed by CEO G. Kemp and boasts a global clientele with major outlets in Japan, Canada, Mexico, China and the United States. G. Kemp will oversee the marketing and apparel operation for G.K. Enterprises while joining Summit Entertainment as Marketing Director, his appointment became effective Monday December 6, 2004. Past Work experience : Mr. Kemp - President / CEO GK Enterprises 1992 - 2004 d. Promoters; Summit Entertainment does NOT employ any promoters or promotional companies at this time. f. Counsel; Jay Wright 408 North Thompson Street, Conroe, TX 77301 (936) 494-2462 (877) 912-7819 (toll-free) Email: jaywrightatty@hotmail.com Experience Intellectual Property. Over 10 years of intellectual property counseling expertise handling a broad range of intellectual property issues relating to transactions including acquisitions and divestitures and financing for intellectual property intensive businesses, patent 16 licenses and joint development agreements • assisting clients in developing and strategically managing large patent estates • conducting seminars on patents and the patenting process, and the protection/perils of confidentiality agreements • reviewing advertising copy, press releases, and publications for proper usage of trademarks, copyrights and other appropriate notices and disclaimers Transactional Expertise: negotiating , drafting, reviewing and interpreting agreements relating to the development, disclosure, use, license and assignment of technical information, know-how, trade secrets and patents as well as serve as lead intellectual property counsel on merger & acquisition, private and public financing due diligence and negotiations Patent Expertise: drafting, filing and prosecuting patent applications including interferences, re-exams and reissue proceedings before the U.S. Patent Office and directing filing and prosecution of foreign patent applications; preparing patentability, validity, non-willfullness, and clearance opinions Representative Arts: Life Sciences, Chemical and Mechanical Devices. Experience: pharmaceuticals, adjuvants, drug delivery systems, polymers, polymer foams, polymer additives, polymerization catalysts, medical devices, surfactants, effect chemicals, biocides, composites, food additives, films: coatings and fillers, conveyor systems, recreational articles, electrical and mechanical automobile components Admitted Texas, 1991 g. Accountant or Auditor; and Tim Harris 14435 FM 2920 Tomball Texas, 77377 (281) 580-7272 Email: THarris@Summitentgroup.com h. Public Relations Consultant (s). Knobias.Com, LLC Post Office Box 2785 Ridgeland, Ms 39158-2785 Phone: 601-978-3399 Fax: 601-978-3675 Knobias was founded as pennyPI.com, LLC by two individual investors in August 1998. After raising seed capital from local private investors in May 1999, Knobias begin building the world's first information repository of OTC security research. In December 1999, Knobias launched it's first website, pennyPI.com, which focused solely on Individual Investors. In the Spring of 2000, the decision was made to leverage our successes and expand Knobias market potential to include a multitude of customer types such as trading professionals, financial institutions, brokers, website cobranding and licensing, government agencies, as well 17 as, individual investors. At this time, Knobias raised a second round of capital financing to private investors and changed our name from pennyPI.com to Knobias.com. The name change was made to better describe our expansion beyond JUST "penny stock" research and reflect our growing coverage of the entire U.S. securities industry. i. Any other advisor (s) that assisted, advised, prepared or provided information with respect to this disclosure documentation. N/A Please also identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. a conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); N/A 2. the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; N/A 3. a finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or N/A 4. the entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities. N/A Item (xii): The issuer’s most recent balance sheet and profit and loss and retained earnings statements. 18 See Financial Statements included herewith. Item (xiii): Similar financial information for such part of the 2 preceding fiscal years as the issuer or its predecessor has been in existence. See Financial Statements included herewith. Item (xvi): Whether any quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at the request of any promoter for the issuer, and, if so, the name of such person, and the basis for any exception under the federal securities laws for any sales of such securities on behalf of such person. To the best knowledge of the issuer, there is no quotation being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person,directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at the request of any promoter for the issuer. * COMPILED FINANCIAL STAMENTS FOR SUMMIT ENTERTAINMENT GROUP - SEE ATTACHED (see attachment #3) - Summit Compiled Notes - Summit Balance Sheet - Summit P/L Statement Summit Entertainment Group, Inc. ("the Company") is responsible for the content of this Information Statement. To the knowledge of the Company the information is correct and no material circumstances have been omitted. The information contained in this report is in draft format and has not been filed with the Securities and Exchange Commission, the National Association of Securities Dealers, or any other regulatory body. The financial information in this report is unaudited; and is based on present knowledge and belief, is believed to be correct. The Issuer has duly caused this report to be signed on its behalf by the undersigned, duly authorized, on this fifteenth day of January, 2005. /s/ John D. Jarvis John D. Jarvis President Summit Entertainment Group, Inc. 19