Attached files

file filename
EX-3.1 - Asgaard Mediav165461_ex3-1.htm
EX-3.2 - Asgaard Mediav165461_ex3-2.htm
EX-5.1 - Asgaard Mediav165461_ex5-1.htm
EX-99.1 - Asgaard Mediav165461_ex99-1.htm
EX-14.1 - Asgaard Mediav165461_ex14-1.htm
EX-23.1 - Asgaard Mediav165461_ex23-1.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A
 
Amendment #1

File #_______________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ASGAARD MEDIA
(Exact name of registrant as specified in its charter)
 

 
Nevada
(State or other jurisdiction of
incorporation or organization)
  
7812
 (Primary Standard Industrial
Classification Code Number)
  
26-1780115
(I.R.S. Employer Identification
Number)
 

 
Asgaard Media
(951) 264-3100
2279 Eagle Glen Parkway, Suite 112214
Corona, California 92883
 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wm. Alan Pezzuto
President and Chief Executive Officer
Asgaard Media
1353 Old Temescal Canyon, Suite 129
Corona, California 92881
(951) 264-3100
 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Davisson & Associates, PA
Peder K. Davisson, Esq.
4124 Quebec Avenue North, Suite 306
Minneapolis, Minnesota 55427
Phone (763) 355-5678
Fax (763) 355-5679
 

 
Approximate Date of Commencement of Proposed Sale to the Public:   As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
 
CALCULATION OF REGISTRATION FEE

Title of each class of securities
to
be registered
 
Amount of
shares to
be registered
   
Proposed
maximum
offering price
per unit
   
Proposed
maximum
aggregate
offering price
   
Amount of
registration fee
 
Common Stock, $0.001 par Value per Share
   
10,000,000
   
$
2.50
   
$
25,000,000
   
$
1,395.00
 
                                 
Selling Shareholders Common Stock
   
2,500,000
   
$
2.50
   
$
6,250,000
   
$
348.75
 
Total Fee
                         
$
1,743.75
 

Notes:
 
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by factors such as the lack of liquidity (since there is no present market for Asgaard Media stock) and the high level of risk, considering the lack of operating history for Asgaard Media. The Company and selling shareholders may sell shares of our common stock at a fixed price of $2.50 per share until our shares are quoted on the OTC Bulletin Board;thereafter the selling shareholders may sell shares at prevailing market prices or privately negotiated prices Assuming our shares are quoted on the OTC Bulletin Board, the Company will continue to sell newly issued shares at $2.50 per share until the earlier of (i) all the newly issued shares offered hereunder are sold or (ii) until this offering terminates, whichever is sooner. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

 
 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The date of this Prospectus is ___________________, 2009

 
 

 

PROSPECTUS


12,500,000
Shares
$2.50 per share
Common Stock

This is our initial public offering. Our securities are not listed on any national securities exchange or the Nasdaq Stock market.
 
Our existing shareholders are offering for sale, 2,500,000 shares of common stock. In addition, we are offering a total of 10,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers with a minimum offering of 20,000 shares. The offering price is $2.50 per share. This offering of shares by the Company and the selling shareholders will terminate 270 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed. In the event that 20,000 shares are not sold within 270 days from the effective date of this prospectus, all money received by us will be promptly returned to each subscriber without interest or deduction of any kind.  If 20,000 shares are sold within 270 days from the effective date of this prospectus, all money received will be available to us and there will be no refund. The funds will be maintained in a separate escrow bank account at Washington Mutual Bank/Chase, 140 West Ontario Avenue, Suite 160, Corona, California  92882  (to Standard Transfer & Trust Company, Inc.-Escrow Account fbo Asgaard Media, 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164 ) until we receive $50,000 at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this prospectus. Unless we receive a minimum of $50,000 within 270 days from the effective date of this prospectus, on the 271th day from the effective date those funds received will be immediately refunded to the investors, without interest or deduction.
 

Our existing shareholders are offering for sale, 2,500,000 shares of common stock. In addition, we are offering a total of 10,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers with a minimum offering of 20,000 shares. The offering price is $2.50 per share. This offering of shares by the Company and the selling shareholders will terminate 270 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed. In the event that 20,000 shares are not sold within 270 days from the effective date of this prospectus, all money received by us will be promptly returned to each subscriber without interest or deduction of any kind.  If 20,000 shares are sold within 270 days from the effective date of this prospectus, all money received will be available to us and there will be no refund. The funds will be maintained in a separate escrow bank account at Washington Mutual Bank/Chase, 140 West Ontario Avenue, Suite 160, Corona, California  92882  (to Standard Transfer & Trust Company, Inc.-Escrow Account fbo Asgaard Media, 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164 ) until we receive $50,000 at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this prospectus. Unless we receive a minimum of $50,000 within 270 days from the effective date of this prospectus, on the 271th day from the effective date those funds received will be immediately refunded to the investors, without interest or deduction.

Our officers and directors will market our common stock and offer and sell the securities on our behalf. This is a best efforts direct participation offering that will not utilize broker-dealers. No officer or director will receive any compensation for his role in selling shares in the offering.

The selling shareholders have indicated that they do not plan to offer and sell their shares prior to the Company selling the minimum required 20,000 common shares set forth in the Company’s offering. However, there are no formal agreements or contracts by and between the Company and any selling shareholder to this effect.

This investment involves a high degree of risk.  You should purchase shares only if you can afford a complete loss of your investment.  See "Risk Factors" starting on page 8 .

   
Offering Price
per Share
   
Offering
Expenses
   
Proceeds to
Asgaard Media
 
   
$
2.50
   
$
20,000.00
   
$
2.49
 
Minimum Offering:
 
$
50,000.00
   
$
20,000.00
   
$
30,000.00
 
                         
Maximum Offering:
 
$
25,000,000.00
   
$
20,000.00
   
$
24,980,000.00
 
 
(1) These offering expenses do not include any underwriting discounts or commissions. There are no underwriting discounts or commissions to be paid in connection with this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. Asgaard Media sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is July _________, 2009.

 
2

 

TABLE OF CONTENTS
 
PROSPECTUS SUMMARY  
 
4
 
Asgaard Media  
 
4
 
The Offering  
 
6
 
Summary of Selected Financial Data  
 
6
 
RISK FACTORS  
 
8
 
Risk Factors Relating to Asgaard Media  
 
8
 
Risk Factors Relating to the Motion Picture Industry  
 
12
 
Risk Factors Relating to This Offering  
 
13
 
FORWARD-LOOKING STATEMENTS  
 
18
 
USE OF PROCEEDS  
 
18
 
DETERMINATION OF OFFERING PRICE  
 
20
 
DILUTION  
 
20
 
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING  
 
21
 
General  
 
 21
 
Company's Offering  
 
 22
 
Offering Period and Expiration Date  
 
23
 
Procedure for Subscribing  
 
23
 
Right to Reject  
 
23
 
Selling Shareholders  
 
24
 
Section 15(g) of the Exchange Act  
 
29
 
Blue Sky Restrictions  
 
30
 
DESCRIPTION OF BUSINESS  
 
31
 
General  
 
31
 
Motion Picture Industry Overview  
 
31
 
Distribution of Motion Pictures  
 
32
 
Production  
 
 37
 
Distribution approach  
 
 37
 
Current Projects  
 
 38
 
Public Relations and Promotion  
 
 41
 
Bonding Issues  
 
 42
 
Financing Strategy  
 
43
 
Distribution Arrangements  
 
44
 
Competition  
 
44
 
Intellectual Property Rights  
 
44
 
Censorship  
 
46
 
Labor Laws  
 
46
 
DESCRIPTION OF PROPERTY  
 
47
 
Number of Total Employees  
 
47
 
Employment Agreements  
 
47
 
Board Committees  
 
47
 
Directors  
 
47
 
Facilities  
 
47
 
Intellectual properties  
 
 48
 
Off-Balance Sheet Arrangements  
 
48
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND FINANCIAL    DISCLOSURE OR PLAN OF OPERATION  
 
48
 
CHANGE IN DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  
 
53
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  
 
53
 
DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS  
 
53
 
Background of Directors, Executive Officers, Promoters and Control Persons  
 
54
 
Executive Compensation  
 
55
 
Directors' Compensation  
 
56
 
Stock Option Grants  
 
56
 
Employment Agreements  
 
57
 
Code of Ethics  
 
57
 
Indemnification  
 
57
 
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS  
 
57
 
DESCRIPTION OF SECURITIES TO BE REGISTERED  
 
58
 
Common Stock  
 
58
 
Dividend Policy  
 
58
 
Preferred Stock  
 
58
 
Market for Securities  
 
59
 
Equity Compensation Plan Information  
 
59
 
Holders  
 
59
 
Reports  
 
59
 
Transfer Agent  
 
59
 
AVAILABLE INFORMATION  
 
59
 
INTERESTS OF NAMED EXPERTS AND COUNSEL  
 
60
 
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS  
 
60
 
LEGAL PROCEEDINGS  
 
62
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION  
 
62
 
LEGAL MATTERS  
 
63
 

 
3

 

PROSPECTUS SUMMARY

The following summary is supported by reference to the more detailed information and the financial statements, including the notes thereto, appearing elsewhere in this Prospectus. Each prospective investor is urged to read this Prospectus in its entirety.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors" on pages 8 -18.

As used in this prospectus, unless the context otherwise requires, "we", "us", "our" “the Company” or "Asgaard" refers to Asgaard Media, a Nevada corporation, "SEC" refers to the United States Securities Exchange Commission,  "Securities Act" refers to the Securities Act of 1933, as amended, and "Exchange Act" refers to the Securities Exchange Act of 1934, as amended.

Asgaard Media

Asgaard Media was incorporated in the State of Nevada on January 8, 2008. Asgaard’s year end is December 31.   We are a development stage enterprise. Our principal office is located at 1353 Old Temescal Canyon, Suite 129, Corona, California  92881.  Our telephone number is (951) 264-3100 and our e-mail contact is info@asgaardmedia.com . Our website can be viewed at www.asgaardmedia.com.

Our plan of operation is to develop, finance and produce feature length motion pictures with an estimated production budget of approximately $3,000,000 to $10,000,000 each, for domestic and foreign theatrical distribution and for licensing on pay/cable, network and syndicated television, on video cassettes and discs and in other media.  To date, our business activities have been limited to organizational matters, acquiring intellectual property rights, and pre–production, and the preparation and filing of the registration statement of which this prospectus is a part.

To date, we recently commenced our planned principal operations by acquiring media rights and screen plays for certain projects described herein and have begun pre-production on two of our planned projects. However, other than our intellectual property, we have no significant assets.  In order to continue as a going concern we must successfully accomplish the following tasks:
 
·
Obtain capital through the sale of our common stock through this offering;

·
Produce feature length films from our screenplays;

·
Enter into distribution agreements to successfully market and distribute our properties; and

·
Continue to acquire screenplays and media rights in other properties.
 
There can be no guarantee or assurance that we will be able to successfully accomplish one or all of these tasks in the future.
 
Investors should be aware that our Auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our auditor's opinion is based on our suffering initial losses, having limited operations, and having limited working capital. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our projects and begin our operations.

To date the we have been able to work within the funds that we have available some of which have  come from our investors and others of which have come from direct capital contributions from our founder Wm. Alan Pezzuto.  The minimum cost we expect to incur over the next 12 months relate to our rent, telephone, audit, edgarization and filing fees. We estimate these expenses to be approximately $25,000. This would not, however, allow us to continue with production activities and the Company’s actual operations would cease until we were able to secure additional funding.

 
4

 

If and when we are able to accomplish the above tasks, in order to achieve and maintain profitability in the future we must produce commercially successful motion picture films based upon the screenplays.  Investors must be aware that we do not have sufficient capital to independently finance our own productions. If we are unable to secure additional financing we would be unable to produce any films, in which case, we would be forced to suspend operations.  We have no plans, arrangements or contingencies in place in the event that we cease operations, in which case investors would likely lose their entire investment.

We have no operating history on which to base an evaluation of our business and prospects.  Prospective purchasers of our stock should be aware of the difficulties normally encountered by new film production companies and the high rate of failure of such enterprises.  These risks include without limitation the high probability that we will be unable to produce a commercially successful film.  If we are unable to profit from the production of motion pictures, our business will most likely fail and any investment made into our common stock would be lost.

We currently have no employees other than our four officers and directors.  We do not intend to hire any employees within the next 6 months. However, if we are successful in raising capital through this offering, we intend to engage certain independent contractors to assist us in the implementation of our business plan. Our current President works on a part time basis for the Company.
 
Potential investors should be aware that our officers and directors own 7,200,000 shares, representing 17.8% of the current issued and outstanding common shares of the Company.   Wm. Alan Pezzuto, prior to this offering owns 5,000,000, Stephen Sallus owns 2,000,000, Alice M. Matano owns 100,000, Erin Giudice owns 100,000 shares of our common stock; and  if and when, we are able to sell all of the 10,000,000 offered shares, they would still own approximately 14.3% of our issued and outstanding common stock.  The 2,500,000 common shares being registered under this registration statement are being registered please refer to the section “ Selling Securities Holders ” for a complete list of selling shareholders, their pre and post offering ownership and percentages on Page 24 .

Further, potential investors should also understand that in addition to the direct ownership of the shares, that affiliates of the Company own an additional 52.44% of our common stock giving the Company’s officers, directors and affiliates collectively 70.24% ownership of our common stock prior to this offering. If all existing shareholders sell the 2,500,000 and none of the existing officers or directors purchase them, our officers and directors would still own 13.4% of our the issued and outstanding common shares. Further, if all 10,000,000 shares that are the subject of this offering are sold, and assuming none of those shares are purchased by existing officers directors or affiliates and that do not sell any of their current holdings, our current officers directors and affiliates would hold 52.44% of the issued and outstanding shares.

Since our inception on January 8, 2008 to September 30, 2009, we have not generated any revenues and have a net loss of $621,722.  In the event we raise at least a minimum of $50,000 sought in this offering, we expect to be able to continue our business for at least the next 12 months.  We anticipate generating revenues within the first twelve months after raising the anticipated $25,000,000 through this offering.  In the event we do not raise at least $50,000, we will not be able to continue pursuit of our business plan.  In light of this, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement, of which this prospectus is a part.

As of the date of this prospectus, Asgaard has 40,537,000 shares of $0.001 par value common stock issued and outstanding which is owned by sixty one (61) shareholders.  If the maximum 10,000,000 are subscribed to there will be 50,537,000 shares issued and outstanding.

 
5

 

The Offering
 
Asgaard Media is offering on a self-underwritten basis 10,000,000 shares of the common stock at a price of $2.50 per share.  Selling shareholders of our common stock may offer 2,500,000 shares at the same price; and the Company will receive none of the proceeds from the sale of these shares and the proceeds will go directly to the selling shareholders. This is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the selling shareholders may sell their shares at prevailing market prices or privately negotiated prices. Assuming our shares are quoted on the OTC Bulletin Board, the Company will continue to sell newly issued shares at $2.50 per share until the earlier of (i) all the newly issued shares offered hereunder are sold or (ii) until this offering terminates, whichever is sooner. The proceeds from the sale of the new shares to be issued in this offering will be payable to "Standard Transfer & Trust Company, Inc. Escrow Account fbo Asgaard Media" and will be deposited in a non-interest bearing bank account until the depository bank determines the funds to be good.  All subscription agreements and checks are irrevocable and should be delivered to Standard Transfer & Trust Company, Inc..  Failure to do so will result in checks being returned to the investor who submitted the check.  

The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 shares is completed (ii) the offering is terminated by action of the Board of Directors, or (iii) up to 270 days from the date of this prospectus. Asgaard will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 30 days of the close of the offering. In the event that the Company does not raise the funds necessary to implement its business plan during the offering period, but is successful in raising at least $50,000, it intends to modify its business plan to produce industrial or educational films, which may be produced for as little as $15,000,  However, investors need to understand that the number and types of film projects available to the Company are directly related to the funding it receives. If the Company were to receive $200,000 it could still produce one feature film by significantly amending its operating budget.  If the funds received were less than $200,000, the Company would need to pursue the production of educational and industrial films until it was able to finance a feature film.
 
The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.

Asgaard Media will apply the proceeds from the offering to pay for costs associated with the reporting responsibilities of an SEC reporting company, computer hardware & software, website development & maintenance, marketing, office furniture, salaries (if any), office supplies, acquisition of screenplays and general working capital.

Asgaard Media’s Transfer Agent is Standard Transfer & Trust Company, Inc. 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164. The Company’s phone is (951) 264-3100.

The purchase of the common stock in this offering involves a high degree of risk.  The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists.  Please refer to "Risk Factors" on page 8 and "Dilution" on page 20 before making an investment in our stock.
 
Summary of Selected Financial Information

The following table sets forth summary financial data derived from Asgaard Media’s financial statements. The data should be read in conjunction with the financial statements and the related notes thereto, as well as the "Management's Discussion and Plan of Operations" included elsewhere in this prospectus.

 
6

 

Financial Data Summary
 
Statements of Operations Data
 
January 8,
2008 (Inception)
To
September 30,
2009
 
       
Total Revenues
  $ 0  
         
General and Administrative Expense Professional and Accounting Fees
    621,722  
         
Total Expenses
    621,722  
         
Net Income (Loss)
  $ (621,722 )
         
Per Share Information Weighted average number of Common Shares Outstanding:
    40,528,834  
         
Net Income (Loss) per Share
  $ (0.015 )
 
   
Spetember
30,
2009
 
Balance Sheet Data
     
       
Working Capital
  $ 33,495  
         
Total Assets
  $ 33,495  
         
Total Liabilities
  $ 0  
         
Stockholders’ Equity
  $ 33,495  

 
7

 

RISK FACTORS

An investment in our common stock involves a high degree of risk and should be considered a speculative investment. You should carefully consider the risks described below and the other information in this prospectus. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.  We cannot assure any investor that we will successfully address these risks. Prospective investors should carefully consider the following risk factors:

Risk Factors Relating to Asgaard Media
 
We have a limited history of operations and unless we are able to successfully execute our business plan, our business and operating results will suffer resulting in the complete failure of our business. Our operations are subject to all of the risks inherent in the establishment of a new business. The likelihood of our success must be considered in light of the risks, problems, expenses and delays frequently encountered in connection with the formation of a new business in general, as well as the highly competitive environment in which the business is operating. To address these risks, we must, among other things, continue to respond to competitive developments, attract, retain and motivate qualified personnel, commercialize products, and implement and successfully execute our marketing strategy and advertising sales strategy. There can be no assurance that we will be successful in addressing such risks.
 
The Company’s auditor has substantial doubts as to Asgaard Media’s ability to continue as a going concern
Our auditor's report on our December 31, 2008 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Moreover, our officers may be unable or unwilling to loan or advance any capital to Asgaard. See “December 31, 2008 Audited Financial Statements - Auditors Report."

Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether the company can continue as a going concern, it may be more difficult for the company to attract investors. Asgaard Media incurred $621,722 in net loss for the period from inception to September30, 2009 and we have no revenue. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our products. We may seek additional funds through private placements of our common stock. Our financial statements do not include any adjustments relating to the classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.
 
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.  As a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also will incurred and will incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission, or SEC, and the exchange on which we list our shares of common stock issued in this offering. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically in recent years. We expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are unable to currently estimate these costs with any degree of certainty. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage previously available. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. Currently we do not have a system of checks and balances in place covering the our financial operations and investors will bear the economic risk associated with the lack such oversight
 
We do not intend to use unionized labor or seek to have any of our projects backed by completion bonds. Our business plan is based on our position as a low to mid budget film producer. As part of that plan we intend to use only non-union talent and service providers. While the may save costs it may also limit the availability of talent and service providers because many “big name” actors and established service providers have significant limitations on their ability to work on non-union film projects. As such our projects will not have the draw and audience appeal that well known actors could bring to a project.
 
Further, we do not intend to use completion bonds to insure that our projects are completed on time or on budget. Thus if a particular project is not completed on time or on budget, there will be no third party oversight to “take control” of a project. If we aunder estimate costs or timing our projects may not be economicly viable and/or we may not be able to complete them which could result in losses to investors.
 
 
8

 

Because we do not have an audit committee, shareholders will have to rely on the directors, who are not independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. The members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the board members are also engaged in management and participates in decisions concerning management compensation and audit issues that may affect management performance.

To date we have not generated revenues from operations and we may have additional capital requirements to continue our operations but they might not be available to us on favorable terms or at all, and if unavailable our ability to run our business will be impaired. As of the date of this Prospectus we have limited working capital. As a result, it is impossible to expand our operations and we are totally dependent upon this offering to sustain and grow our business. Although this offering contemplates raising $25,000,000 there is no assurance that this amount can be raised. Only $50,000 of the funds received will be held in escrow and thereafter will have immediate use of all funds received. If we were to only receive the minimum amount for this offering, will would not have sufficient funding to even start a project. Assuming the sale of all 10,000,000 shares of common stock, the proceeds will be utilized over the next twelve months as specified in “ Use of Proceeds .” If we are unable to generate sufficient revenues to cover operating expenses or raise additional funds, we will unlikely establish or maintain our business operations. We currently have no other plans or arrangements to raise capital for our business except for this offering.
 
Early failures would impair our ability to attract additional capital.   Our business model contemplates success from our first productions. That is, we are anticipating revenue from our productions to finance additional productions. In the event that our early productions are not profitable, we will need to raise additional capital from outside investment. There are no guarantees that we will be able to raise such capital, or that if we are able to, that it will be on favorable terms. Early failures are likely to make such additional financing more “expensive” because investors are not likely to be willing to pay for “past mistakes.”
 
We will not receive revenue from our film production until production is completed and even if completed, there are no assurances that we will receive any revenue.   Upon completion of this offering, we intend to develop several pre-production packages for feature films that we intend to produce.  The production and distribution of a motion picture is a time consuming process.  Pre-production on a picture will generally extend for a minimum of two to three months or more.  Principal photography may extend for several weeks or more.  Post-production may extend from three to four months or more. Distribution and exhibition of motion pictures generally may continue for years before any revenue is realized or generated, if at all.
 
We will not be able to completely diversify to mitigate the risks associated with the production of each film we intend to produce. Particularly as produced by independent filmmakers, each motion picture is a separate business venture with its own management, employees and equipment and its own budgetary requirements. Although we are attempting to minimize this by maintaining a slate of projects, there are substantial risks associated with film production, including death or disability of key personnel, other factors causing delays, destruction or malfunction of sets or equipment, the inability of production personnel to comply with budgetary or scheduling requirements and physical destruction or damage to the film itself.  Significant difficulties such as these may materially increase the cost of production or may cause the entire project to be abandoned. Because we intend to rely on the same personnel for more than one film project, it will be impossible for us to completely diversify in a manner to mitigate these potential risks.

 
9

 

Our film projects may not be accepted by the market and our business may fail as a direct result of such lack of market acceptance. The ultimate profitability of any motion picture depends upon its audience appeal in relation to the cost of its production and distribution. The audience appeal of a given motion picture depends, among other things, on unpredictable critical reviews and changing public tastes and such appeal cannot be anticipated with certainty. If certain segments of the viewing public do not like, are willing to pay for, or otherwise approve of our productions, our business may fail.
 
The premature abandonment of projects may result in losses to investors and impair our overall results of operations.   The production or distribution of our film projects may be abandoned at any stage if further expenditures do not appear commercially feasible, with the resulting loss of some or all of the funds previously expended on the development, production or distribution of the our film projects, including funds expended in connection with the development of any screenplays and the pre-production of the projects. In the event that we determine that it is in the best interest interests of our shareholders to abandon a project, it is unlikely that we will be able to recoup any of our costs.
 
Cost overruns will affect our results of operations and may cause the failure of our business. The costs of producing motion pictures are often underestimated and may be increased by factors beyond our control.  Such factors may include weather conditions, illness of technical and artistic personnel and requirements, labor disputes, governmental regulations, equipment breakdowns and other production disruptions.  While we intend to engage production personnel who have demonstrated abilities to complete films within assigned budgets, the risk of a film running over budget is always significant and may have a substantial adverse impact on our profitability.
 
We are dependent on our officers, directors and employees for our success. Failure to retain such personnel could adversely affect the Company.  We may initiate a key-person insurance policy for Wm. Alan Pezzuto; and may initiate key person life insurance on additional officers and possibly other members of our management team, but as of yet, have not secured such insurance. Our future operations will depend, in part, on our ability to attract, employ and retain additional qualified employees. No assurance can be given that we will be able to attract or retain such personnel.
 
We rely on consultants and if we are unable to retain these or other similarly qualified individuals, we may not be able to carry out our business operations. We are dependent upon service providers, particularly actors, editors, writers, and camera crews. Loss of their services could adversely affect our business and our ability to maintain our operations or develop new products. We have not entered into any employment or non-competition agreements with these individuals and do not plan to in the future. Our success will depend on our ability to attract and retain qualified personnel. If we cannot attract and retain the necessary individuals our operating results will suffer.
 
Costs associated with our business, including production and input costs are not fixed and might increase, creating uncertainty about our ability to meet our plan of operations. We have not established long-term contracts with our consultants or other third party suppliers we intend to rely on. The lack of long-term contracts could result in an increase in what we pay these individuals for their services. An increase in the production costs will reduce our margins and might make our projects uneconomical leading to the failure of our business.

 
10

 

We are in development stage and have conducted no market research on the viability of our products. There is no guarantee that we will be able to sell enough of our products to generate a profit and failure to become profitable will result in the failure of our business. The market for our products is limited in scope and there is no assurance that our products will generate market acceptance and result in sales. We have developed the products with no limited market research and there is no assurance that we will be able to respond to the rapidly evolving markets in the entertainment industry. The inability to sell our products will result in the failure of our business.
 
Our products may infringe on other patented, trademarked or copyrighted products. Litigation arising out of infringement or other commercial disputes could cause us to incur expenses and impair our competitive advantage . We cannot be certain that our products will not, infringe upon patents, trademarks, copyrights or other intellectual property rights held by third parties. In addition, since we rely on third parties to help us develop some of our products, we cannot ensure that litigation will not arise from disputes involving these third parties. We may incur substantial expenses in defending against prospective claims, regardless of their merit. Successful claims against us may result in substantial monetary liability, significantly impact our results of operations in one or more quarters or materially disrupt the conduct of our business.
 
Our success depends in part on our ability to obtain and enforce intellectual property protection for our products, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties, as previously stated. The validity and breadth of claims covered in our copyrights and trademarks that we intend to file involve complex legal and factual questions and, therefore, may be highly uncertain. No assurances can be given that any future copyright, trademark or other applications will be issued, that the scope of any future intellectual property protection will exclude competitors or provide competitive advantages to the Company, that any of our copyrights or trademarks will be held valid if subsequently challenged, that others will not claim rights in, or ownership of, the potential copyrights or trademarks or other proprietary rights held by us or that our intellectual property will not infringe, or be alleged to infringe, the proprietary rights of others. Furthermore, there can be no assurance that others have not developed or will not develop similar products. In addition, whether or not additional intellectual property protection is issued to the Company, others may hold or receive intellectual protection covering products that were subsequently developed by the Company; and no assurance can be given that others will not or have not independently developed or otherwise acquired substantially equivalent intellectual property.
 
The Company’s success is dependent on current management, who may be unable to devote sufficient time to the development of Asgaard Media’s business plan, which could cause the business to fail.

Asgaard Media is heavily dependent on the management experience of our officers, directors and advisors, and in particular, the experience Wm. Alan Pezzuto brings to the Company. There is currently no employment contract by and between any officer/director/employee of the Company.  If the Company lost either officer/director, it would negatively impact and delay operations and there is no assurance that suitable replacements could be found. Additionally, all of our officers and directors are employed outside of Asgaard Media.  Some of them will only be able to devote a limited amount of time, to the development of Asgaard’s business plan unless this offering is successful. If management is required to spend additional time with their outside employment, they may not have sufficient time to devote to Asgaard Media and we would be unable to develop our business plan resulting in the business failure. See “Use of Proceeds.”

 
11

 

Risks Relating to the Motion Picture Industry

We face intense competition in the market from larger more established companies that offer a wider array of products. These competitors will make it difficult for us to offer competing products and grow our business. In the production phase, competition will affect our ability to obtain the services of preferred performers and other creative personnel.  We will be competing with the producers of other films in arranging for distribution in the domestic theatrical marketplace and in other markets and media.  In the distribution phase, competition will limit the availability of theaters required for the successful distribution of our products.  These products will be competing directly with other motion pictures and indirectly with other forms of public entertainment. Companies that are larger, better funded, and have longer operating histories dominate our industry. We may not be able to compete successfully against our future competitors and competition could have a material adverse effect on our business, results of operations and financial condition. Our potential competitors may develop superior products and services that achieve greater market acceptance than ours. Accordingly, failure of our marketing campaign to expand our distribution channels will result in the failure of the business.

Industry changes may have a negative impact on our operations. The entertainment business, in general and the motion picture business in particular, are undergoing significant changes, primarily due to technological developments.  These developments have resulted in the availability of alternative forms of leisure time entertainment, including expanded pay and basic cable television, syndicated television, video cassettes, video discs, digital video disks (DVDs) and video games.  During the last several years, revenues from licensing of motion pictures to network television have decreased (and fewer films are now being licensed for any price to network television), while revenues from pay television, DVDs and the Internet have increased relative to network.  The level of theatrical success remains a critical factor in generating revenues in these ancillary markets.  It is impossible to accurately predict the effect that these and other new technological developments may have on the motion picture industry ( See "BUSINESS-Motion Picture Industry Overview"). These uncertainties as well as others outlined herein may have a negative impact on our operations and could result in the complete failure of our business.

Our success depends on our ability to develop, maintain and increase our sales distribution channels. The inability to establish distribution channels, may severely limit our growth prospects. Our business success is completely dependent on our ability to develop, maintain and expand our distribution channels. Revenues derived therefrom represent vital funds for our continued operations. The loss or damage of any of our business relationships and or revenues derived therefore will result in the inability to market and produce our products.

Any disruptions or failures on the distribution of our films may result in the failure of our business. The profitable distribution of a motion picture depends in large part on the availability of one or more capable and efficient distributors who are able to arrange for appropriate advertising and promotion, proper release dates and bookings in first-run and other theaters.  We intend to enlist a public relations firm to create additional publicity for our projects; however, no such arrangement has yet been made.  Presently, we have no distribution arrangements and there can be no assurance that profitable distribution arrangements will be obtained for our projects or that our projects can or will be distributed profitably.  The members of our board of directors have extensive experience in self-distribution or “Four Walling,” however this, in and of itself, cannot guarantee successful distribution.  Any disruptions, delays or failures in this aspect of our business could result in the failure of our business.

 
12

 

Our success may be dependent on foreign markets.   Many films are released each year that are not commercially successful and fail to recoup their production costs from United States theatrical distribution.  Foreign and ancillary markets have, therefore, become increasingly important.  As such we may rely on foreign and ancillary markets for our revenue. Although both foreign and ancillary markets have grown, neither provides a guarantee of revenue.  Licensing of a motion picture in the ancillary markets is particularly dependent upon performance in theatrical distribution.  Thus, if one of our motion pictures is not an artistic or critical success or if, for any reason, it is not well-received by the public, it may be a financial failure. There are no assurances that all of our films will not be financial failures, resulting in a complete failure of our business.

We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues and profitability.

The motion picture industry is subject to extensive and complex federal and state laws and regulations related to safety, conduct of operations, payment for services and payment for creative talent.  If we fail to comply with the laws and regulations that are directly applicable to our business, we could suffer civil and/or criminal penalties or be subject to injunctions and delays in production schedules orders.

Foreign distribution rules and regulations may have an adverse impact on our operations. Foreign distribution of a motion picture (i.e., outside the United States and Canada) may require the use of various foreign distributors.  Some foreign countries may impose government regulations on the distribution of films.  Also revenues derived from the distribution of the Pictures in foreign countries, if any, may be subject to currency controls and other restrictions that may temporarily or permanently prevent the our ability to receive or account for such revenue. To the extent that we have made the economic decision to pursue a particular film project based upon foreign distribution, our operations may suffer.

Risk Factors Relating to This Offering

Our Business Plan sets forth the use of proceeds assuming minimum proceeds of $6,500,000, however, the Company has established a minimum offering of $50,000. If the Company were only to receive between $50,000 and $200,000, we would need to amend our business plan to produce educational or industrial films. If we were to receive at least $200,000, we could produce one feature film by reducing the operating budget. To the extent that quality suffers due to lack of funding. Our business may suffer as well.  The number and types of film projects available to the Company are directly related to the amount and timing of funds that are available to the Company.  Investors face the risk that we may receive the minimum of $50,000, believing that there will be enough additional funds following to allow us to produce a feature film.  If this were to happen we would not pursue an industrial or educational film and would instead continue with preproduction of our first feature film; and to the extent that we misjudged the timing or amount of additional financing, funds may not then be available to allow us to amend our business plan. If we did not receive additional funding and were unable to amend our business plan because we continued with preproduction of a feature film, investors funds could be lost because we were unable to complete a project.  

Even if our projects are successful, we may not be successful and our investors may still lose their investment.   A motion picture typically goes from the producer to the distributor, who in turn, may send it to territorial sub-distributors, who send it to theatrical exhibitors.  The box office receipts generated by a motion picture travel this same route in reverse.  The exhibitor takes a percentage and sends the balance to the sub-distributor, who takes a cut and sends the balance to the distributor, who takes a cut and sends the balance to the producer.  The problem for the private investors with this system is that such investors, who have had their money at risk for the longest time, are at the tail end of the box office receipts chain.  Thus, even if we are successful in negotiating a distribution deal, we will still rely heavily on a participation in the film's net profits, which means we will be last in line to benefit from such a revenue stream, if any.

Our shares are not currently traded on any stock market and there is no assurance that shares purchased pursuant to this offering can be resold and if resold will be at prices at or above the offering price. The offering price of $2.50 per share was arbitrarily determined and bears no relationship to our earnings, book value, or any other recognized criteria of value. At the present time there is no public market for our common stock and we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Investors should not consider investing in this offering unless they can afford the complete loss of their investment.

 
13

 

Our current shareholders are simultaneously offering 2,50,000 of their own common shares through a secondary offering in conjunction with the company’s 10,000,000 common share offering, which may negatively impact the company’s success in the offering of their common Selling shareholders are offering a combined 2,500,000 common shares through this offering.  There are no agreements in place to prevent any of them from selling their common shares once they are registered.   If all of them offer and sell their shares before the Company has reached its minimum threshold of 20,000 common shares it may prevent the Company from ever obtaining the minimum requirement resulting in the business failing.

Our officers and directors and affiliates control a significant amount of our stock, allowing them to influence the Company's future direction. Our directors, officers and affiliates will directly own or control, assuming 10,000,000 Shares are sold, approximately 52.44% of the outstanding shares of Common Stock on an undiluted basis.  As a result, the directors, officers and affiliates will have significant voting power when electing the board of directors, which in turn influences the policies of the Company. Please refer to “ Principal Shareholders ” on page 51 .
 
Investors in this offering will bear a substantial risk of loss due to immediate and substantial dilution. The present owners of each of the Company’s issued and outstanding securities acquired such securities at a cost substantially less than that which the investors in this offering will pay.  Upon the sale of the shares offered hereby, the investors in this offering will experience an immediate and substantial “Dilution”.  Therefore, the investors in this offering will bear a substantial portion of the risk of loss.  Additionally, sales of securities of the Company in the future could result in further “dilution.”

"Dilution" represents the difference between the offering price of the common stock of the Company and the net book value per share of common stock immediately after completion of the offering.  "Net Book Value" is the amount that results from subtracting total liabilities of the Company from total assets.  In this offering, the level of dilution is relatively substantial as a result of the low book value of the Company's issued and outstanding stock.  The net book value of the Company on September 30, 2009 was $33,495 or $0.00082 per share.  Assuming all shares offered herein are sold, and given effect to the receipt of the maximum estimated proceeds of this offering from shareholders, the net book value of the Company will be $25,033,405 or $0.495534  per share.  Therefore, the purchasers of the Common Stock in this offering will suffer an immediate and substantial dilution of approximately $2.00465 per share, while the present stockholders of the Company will receive an immediate and substantial increase of $2.499173 per share in the net tangible book value of the shares they hold.  This will result in an 80.19% dilution for purchasers of stock in this offering (assuming the maximum offering 10,000,000 shares is obtained. Please refer to "Dilution" on page 15).

We will incur significant costs as a result of operating as a reporting company, and our management will be required to devote substantial time to compliance initiatives. Upon the effectiveness of the registration statement of which this prospectus forms a part, we will incur significant legal, accounting and other expenses as a fully-reporting public company.  Moreover, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices.  Our management will need to devote a substantial amount of time to these new compliance initiatives.  Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

 
14

 

The Sarbanes-Oxley Act also requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures.  In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.  Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses.  Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts.  Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Participation is subject to risks of investing in micro-capitalization companies.

Asgaard Media believes that certain micro capitalization companies have significant potential for growth, although such companies generally have limited product lines, markets, market shares and financial resources.  The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies.  Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies.  In particular, micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

The Company is selling the shares offered in this prospectus without an underwriter and may not be able to sell any of the shares offered herein.

The common shares are being offered on our behalf by our officers, on a best-efforts basis.  No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any common shares. There are no firm commitments to purchase any of the shares in this offering.  Consequently, there is no guarantee that the Company will be capable of selling all, or any, of the common shares offered hereby. Assuming that we are successful in self registration and are able to find a market maker to make a market in our stock, of which there can be no assurance, our securities will likely be subject to the penny stock rules, which apply generally to equity securities with a price of less than $5.00 per share, other than securities registered on certain national exchanges or quoted on the NASDAQ system. The penny stock rules reduce the level of trading activity and the secondary market for a security that becomes subject to the penny stock rules. Therefore, investors in this Offering may find it more difficult to sell their Shares.

 
15

 

Investors cannot withdraw funds once invested and will not receive a refund.

Once the minimum 20,000 shares are sold investors will not have the right to withdraw invested funds.  Subscription payments will be released from the escrow account to Asgaard Media if the Subscription Agreements are in good order and the investor is accepted as an investor by the Company. Therefore, once the minimum shares are sold, investors will not have the use or right to return of such funds during the remaining Offering period or thereafter.

Asgaard Media does not plan to pay dividends in the foreseeable future, and, as a result, stockholders will need to sell shares to realize a return on their investment.

Asgaard Media has not declared or paid any cash dividends on its capital stock since inception.  Asgaard Media intends to retain any future earnings to finance the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.  As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any.  If no market develops for the common shares in the future investors would lose their entire investment.

You may not be able to sell your shares in our company because there is no public market for our stock.

There is no public market for our common stock. In the absence of being listed, no market is available for investors in our common stock to sell their shares.  We cannot guarantee that a meaningful trading market will develop.  If our stock ever becomes tradable, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.
 
There is currently no market for Asgaard Media’s common stock, but if a market for our common stock does develop, our stock price may be volatile.

There is currently no market for Asgaard Media’s common stock and there is no assurance that a market will develop. If a market develops, it is anticipated that the market price of Asgaard Media’s common stock will be subject to wide fluctuations in response to several factors including:

q
The ability to complete the development of Asgaard Media’s projects in order to provide them to the public;

q
The ability to generate revenues from sales;

q
The ability to generate brand recognition of the Asgaard Media  products and services and acceptance by consumers;

q
Increased competition from competitors who offer competing services;

q
The Company’s financial condition and results of operations; and

q
The ability to continue to find and develop new and screenplays and other intellectual property into viable commercial projects.

 
16

 

The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15g-9 which established the definition of a “penny stock.”
 
The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. The rules, in part, require broker/dealers to provide penny stock investors with increased risk disclosure documents and make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.
 
While Asgaard expects to apply for listing on the OTC Bulletin Board (OTCBB), we may not be approved, and even if approved, shareholders may not have a market to sell their shares, either in the near term or in the long term.

We can provide no assurance to investors that our common stock will be traded on any exchange or electronic quotation service. While we expect to apply to the OTC Bulletin Board, we may not be approved to trade on the OTCBB, and we may not meet the requirements for listing on the OTCBB.  If we do not meet the requirements of the OTCBB, our stock may then be traded on the "Pink Sheets," and the market for resale of our shares would decrease dramatically, if not be eliminated.
 
Shares eligible for future sale may adversely affect our stock price
 
All of the presently outstanding shares of common stock, aggregating 40,537,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided Asgaard is current in its reporting obligations under the Exchange Act), subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. At such time as these shares become unrestricted and available for sale, the sale of these shares by this individual, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of Asgaard’s common stock in any market that might develop.

 
17

 
 
These risk factors, individually or occurring together, would likely have a substantial negative effect on Asgaard Media’s business and would likely cause it to fail.
 
FORWARD-LOOKING STATEMENTS

THE FORWARD-LOOKING STATEMENTS ARE BASED UPON MANAGEMENT'S CURRENT VIEWS AND ASSUMPTIONS REGARDING FUTURE EVENTS AND OPERATING PERFORMANCE, AND ARE APPLICABLE ONLY AS OF THE DATES OF SUCH STATEMENTS. WE DO NOT HAVE ANY INTENTION OR OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, CHANGES IN ASSUMPTIONS, OR OTHERWISE.

This prospectus contains forward-looking statements about Asgaard Media’s business, financial condition and prospects that reflect the Company’s management’s assumptions and beliefs based on information currently available. Asgaard can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of the Company’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.
 
The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the proposed merchandising concept that Asgaard expects to market, the Company’s ability to establish a customer base, management’s ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which the Company functions.
 
There may be other risks and circumstances that management may be unable to predict. When used in this prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

USE OF PROCEEDS

We are offering a minimum of 20,000 shares and a maximum of 10,000,000 shares of our common stock on a best efforts and self-underwritten basis. The offering price per share is $2.50. There is no assurance that Asgaard Media will sell through the direct offering the minimum 20,000 common shares nor the 10,000,000 as anticipated.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. If the offering is fully subscribed the proceeds will be applied in the manner described below. If less than the full numbers of shares are subscribed, the proceeds will be applied in the order of priority listed. Although this table sets forth the use of proceeds assuming minimum proceeds of $6,500,000, the Company has established a minimum offering of $50,000. If the Company were only to receive between $50,000 and $200,000, we would need to amend our business plan to produce educational or industrial films, which can be produced for as little as $15,000. If we were to receive at least $200,000, we could produce one feature film by reducing the operating budget. The number and types of film projects available to the Company are directly related to the amount and timing of funds that are available to the Company. Investors face the risk that we may receive the minimum of $50,000, believing that there will be enough funds following to allow us to produce a feature film. If this were to happen we would not pursue an industrial or educational film and would instead continue with preproduction of our first feature film and to the extent that we misjudged the timing or amount of additional financing, funds may not them be available to allow us to amend our business plan. If we did not receive additional funding and were unable to amend our business plan because we continued with preproduction of a feature film, investors funds could be lost because we were unable to complete a project. The Company expects to apply the proceeds over a period of approximately 24 months in the following order of priority. For further discussion see “ Management’s Discussion and Plan of Operation” on page 46 .

 
18

 
 
   
If 25% of
   
If 50% of
   
If 75% of
   
If 100% of
 
   
Shares are
   
Shares are
   
Shares are
   
Shares are
 
   
Sold
   
Sold
   
Sold
   
Sold
 
                         
GROSS PROCEEDS FROM THIS OFFERING
 
$
6,250,000
   
$
12,500,000
   
$
18,750,000
   
$
25,000,000
 
                                 
Less: OFFERING EXPENSES
                               
Legal, Accounting and Professional Fees
 
$
16,500
   
$
16,500
   
$
16,500
   
$
16,500
 
Blue Sky Fees
 
$
500
   
$
1,000
   
$
2,000
   
$
2,500
 
Edgar Agent Fees
 
$
1,000
   
$
1,000
   
$
1,000
   
$
1,000
 
Transfer Agent Fees
 
$
3,000
   
$
6,000
   
$
9,000
   
$
12,000
 
                                 
SUB-TOTAL
 
$
21,000
   
$
24,500
   
$
28,500
   
$
32,000
 
                                 
NET PROCEEDS FROM OFFERING
 
$
6,229,000
   
$
12,475,500
   
$
18,721,500
   
$
24,968,000
 
                                 
Less: USE OF NET PROCEEDS
                               
                                 
General and Administrative Expense
   
300,000
     
300,000
     
300,000
     
300,000
 
Salary and Consulting Expenses
   
350,000
     
700,000
     
1,150,000
     
1,150,000
 
Pre-Production Expenses
   
150,000
     
560,000
     
750,000
     
750,000
 
Production Expense 1 st Film
   
3,000,000
     
3,000,000
     
3,000,000
     
3,000,000
 
Marketing Expense 1 st Film
   
500,000
     
1,000,000
     
2,000,000
     
2,300,000
 
General Working Capital
   
429,000
     
615,500
     
521,500
     
468,000
 
Production Expense 2 nd Film
   
1,000,000
     
2,300,000
     
2,500,000
     
2,500,000
 
Marketing Expense 2 nd Film
   
500,000
     
1,000,000
     
1,000,000
     
1,500,000
 
Television Production
   
0
     
3,000,000
     
3,000,000
     
3,000,000
 
Production Expense 3 rd Film
   
0
     
0
     
3,000,000
     
8,000,000
 
Marketing Expense 3 rd Film
   
0
     
0
     
1,500,000
     
2,000,000
 
SUB-TOTAL
 
$
6,229,000
   
$
12,475,500
   
$
18,721,500
   
$
24,968,000
 
                                 
TOTALS
 
$
6,250,000
   
$
12,500,000
   
$
18,750,000
   
$
25,000,000
 
 
The above figures represent only estimated costs.

General Working Capital. This may include, but not be limited to, printing costs, postage, telephone services, overnight delivery services and other general operating expenses.

Pre-Production Expenses . This may include, but not be limited to, research, script preparation, script breakdown, budget preparation, location scouting, costume design, set construction.

Production Expenses . This includes direct and indirect expense from the date of first principal photography through project completion.

Marketing Expenses . This may include, but not be limited to, advertising, promotion, and strategic alliance development.
 
Salary and Consulting Expenses . The Company anticipates meeting its staffing need through a combination of outside third party service providers and salaried employees. All of our officers and directors are employed outside of Asgaard Media. Some of them will only be able to devote a limited amount of time, to the development of Asgaard’s business plan unless this offering is successful. Although each project will require varied staffing needs, the Company estimates that it will require one or more staff producers, directors and editors as well as assistants and support staff. At 25% of the proceeds the Company estimates its budgeted payroll will cover 8 people; at 50% of the proceeds the Company estimates its budgeted payroll will cover 15 people and at 75-100% of the proceeds the Company estimates its budgeted payroll will cover 8 people; at 50% of the proceeds the Company estimates its budgeted payroll will cover 20 to 22 people,
 

 
19

 

Television Production . This includes direct and indirect expense from research, script preparation, script breakdown, budget preparation, location scouting, costume design, set construction principal photography through project completion and includes advertising, promotion and strategic alliance related to potential television projects.

In the case that the offering does not reach the maximum and the total proceeds are less than those indicated in the table, Asgaard will have the discretion to apply the available net proceeds to various indicated uses within the dollar limits established in the table above.

DETERMINATION OF OFFERING PRICE
 
There is no established market for the Registrant's stock. Asgaard Media’s offering price for shares sold pursuant to this offering is set at $2.50. This offering price is not based on any objective measure of value and was completely arbitrary.
 
DILUTION
 
“Dilution” represents the difference between the offering price of the shares of Common Stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of Asgaard Media’s issued and outstanding stock. This is due in part to shares of common stock issued to the Company’s founders totaling 36,815,000 shares at $0.001 per share and 3,722,000 shares that were issued for cash and services valued at $0.10 per share versus the current offering price of $2.50 per share. Please refer to the section titled “Transactions with Related Persons, Promoters and Certain Control Persons” on page 58 , for more information. The Company’s net book value on September 30, 2009 was 33,459. Assuming that all of the 10,000,000 shares of common stock offered in this Prospectus are sold, and in effect the Company receives the maximum proceeds of this offering from shareholders, Asgaard Media’s net book value will be approximately $0.495350 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $2.004941 per share, while the Company’s present stockholders will receive an increase of $2.004650 per share in the net tangible book value of the shares that they hold. This will result in 80.15% dilution for purchasers of stock in this offering.

In the event that 75% of the offering or 18,750,000 shares is achieved, The Company’s net book value will be approximately $0.390715 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $2.109285 per share while the present stockholders will receive an increase of $2.108459 per share in the net tangible book value of the shares they hold. This will result in a 84.34% dilution for purchasers of stock in this offering.
 
In the event that 50% of the offering or 12,500,000 shares is achieved, the Company’s net book value will be approximately $0.275238 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $2.224762 per share while the present stockholders will receive an increase of $2.223936 per share in the net tangible book value of the shares they hold. This will result in a 88.96% dilution for purchasers of stock in this offering.

In the event that 25% of the maximum proceeds is raised through the sale of 6,250,000 shares, the Company’s net book value will be approximately $0.146002 per share. Any investor will suffer an immediate and substantial dilution of approximately $2.353998 per share while the present stockholders will receive an increase in value of $2.353172 per share in the net tangible book value of the shares they hold. This will result in a 94.13% dilution for purchasers of stock in this offering.

 
20

 

The following table illustrates the dilution to the purchasers of the common stock in this offering. The table below includes an analysis of the dilution that will occur if 25%, 50%, 75% of the shares are sold, as well as the dilution if all shares are sold:
Dilution Table
 
   
25% of
     
50% of
     
75% of
     
Maximum
  
     
Offering
   
Offering
   
Offering
   
Offering
 
                         
Offering Price Per Share
 
$
2.50
   
$
2.50
   
$
2.50
   
$
2.50
 
                                 
Book Value Per Share Before the Offering
 
$
0.000826
   
$
0.000826
   
$
0.000826
   
$
0.000826
 
                                 
Book Value Per Share After the Offering
 
$
0.146002
   
$
0.275238
   
$
0.390715
   
$
0.495350
 
                                 
Net Increase to Original Shareholders
 
$
2.353172
   
$
2.223936
   
$
2.108459
   
$
2.003824
 
                                 
Decrease in Investment to New Shareholders
 
$
2.353998
   
$
2.224762
   
$
2.109285
   
$
2.004650
 
                                 
Dilution to New Shareholders (%)
   
94.13
%
   
88.96
%
   
84.34
%
   
80.15
%
 
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

The Company’s offering consists of a maximum of 10,000,000 shares of common stock to be sold by Asgaard Media at $2.50 per share. The selling shareholders offering consists of 2,500,000 shares of our common stock that is to be sold at the same price.

General

There has been no market for our securities.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board (OTCBB). We do not yet have a market maker who has agreed to file such application.  There can be no guarantee that the Company will ever be successful in obtaining a market for its common stock in the future.  If no market can be developed for our common stock any investment made into the Company’s common stock would be lost in its entirety.

The Company is offering a minimum 20,000 and a maximum of 10,000,000 common shares at $2.50 per share, this price will remain constant throughout the offering regardless of current market prices.  The selling shareholders are offering 2,500,000 common shares at $2.50 per share. The selling shareholders may sell shares at prevailing market prices or privately negotiated prices once the shares are quoted on the OTC Bulletin Board and thereafter. The selling shareholders have indicated that they do not plan to offer and sell their shares prior to the Company selling the minimum required 20,000 common shares set forth in the Company’s offering. However, there are no formal agreements or contracts by and between the Company and any selling shareholder to this effect.

 
21

 

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Company’s Offering-Minimum 20,000 and a Maximum of 10,000,000 Common Shares Offered

Asgaard Media is offering up to 10,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers with a minimum requirement of 20,000 shares to be sold within 270 days from the effective date of this registration statement. The offering price is $2.50 per share. Funds from this offering will be placed in a separate bank account at Washington Mutual Bank /Chase, 140 West Ontario Avenue, Suite 160, Corona, California  92882 (funds should be directed to Standard Transfer & Trust Company, Inc.-Escrow Account fbo Asgaard Media, 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164) The funds will be maintained in the separate bank until we receive $50,000 at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this prospectus. If we have not sold 20,000 shares and raised $50,000 within 270 days of the effective date of our registration statement, all funds will be promptly returned to you without a deduction of any kind. However, future actions by creditors in the subscription period could delay us in refunding your money if we are unable to raise the minimum $50,000 within the 270-day period. During the 270-day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise $50,000 within the 270-day period referred to above, at which time all funds received will be immediately returned without interest or deduction. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 270 days after the effective date of this registration statement. Collected funds are deemed funds that have been paid by the drawee bank. Our officers and directors will make the determination regarding whether the offering conditions are satisfied. There are no finders involved in our distribution.

We will sell the shares in this offering through our officers and directors. They will not receive any commission from the sale of any shares. They will not register as a broker/dealers under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:

1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his participation; and,

2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and,

3. The person is not at the time of their participation, an associated person of a broker/dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (C) do not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1.

 
22

 

Our officers and directors are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are and will continue to be our officers and directors at the end of the offering and have not been during the last 12 months and are currently not a broker/dealer or associated with a broker/dealer. They have not during the last 12 months and will not in the next 12 months offer or sell securities for another corporation. Asgaard Media’s officers and directors may not purchase any securities in this offering.

We intend to distribute the prospectus to friends, relatives, and business associates of our officers and directors and our officers and directors will not purchase any shares in this offering and there will be no offers or sales to affiliates of our officers and directors. Further, the shares will not be offered through any media or through investment meetings. Our officers and Directors will personally contact potential investors. The only means of communication will be verbal, by telephone or personal contact. The only document to be delivered in connection with the offering will be this prospectus. No communications or prospectus will be delivered prior to the effective date of our registration statement.

Offering Period and Expiration Date

This offering by the Company and the selling shareholders will start after the registration statement is deemed effective by the Securities and Exchange Commission and continue for a period of up to 270 days.

The prospectus will not be provided or made available by the Company its officers and/or directors to any potential purchaser(s) prior to effectiveness of this registration statement.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

1. execute and deliver a subscription agreement; and
2. deliver a check or certified funds to us for acceptance or rejection.

The subscription agreement requires you to disclose your name, address, telephone number, tax identification or social security number, number of shares you are purchasing, and the price you are paying for your shares.

All checks for subscriptions must be made payable to Standard Transfer & Trust Company, Inc. Escrow Account fbo Asgaard Media and sent to Asgaard Media C/O Standard Transfer & Trust Company, Inc. at 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164.

Interested persons should not mail subscription agreements until they have been provided with a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as Amended.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

 
23

 

Separate Account for Subscriptions

 Subscriptions will be placed in a separate escrow account at Washington Mutual Bank/Chase, 140 West Ontario Avenue, Suite 160, Corona, California  92882, held by Standard Transfer & Trust Company, Inc.( 2980 South Rainbow Boulevard, Suite 220H, Las Vegas, Nevada  89164), until we have received $50,000. Upon receipt of $50,000, we will withdraw and use the funds. If we do not receive the $50,000 within 270 days of the effective date of this offering, all subscription proceeds received will be promptly returned to each investor without interest or deduction.
 
Selling Security Holders-Offering 2,500,000 Common Shares

2,500,000 shares are being offered by current shareholders, of which 160,000 shares are held by officers and directors of the Company.  The shares are being offered at $2.50 per share.  The owners of the shares to be sold by means of this prospectus are referred to as the “selling shareholders.”

  The following table sets forth the shares beneficially owned, as of September 30, 2009, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this  prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer.  Each of the selling security holders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities.  The shares were offered and sold to the selling security holders pursuant to the exemption from the registration under the Securities Act.   Some of the selling security holders are officers and directors of our Company.

The percentages below are calculated based on 50,537,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 
24

 
 
Name
 
Number of
Shares Held
Pre-Offering
   
Number
of  Shares
Offered
   
Number of
Shares
Owned
Post-
Offering
   
Percentage
of Shares
Owned
Post-
Offering
 
Minor L. Pezzuto(3)(5)
    2,500,000       175,000       2,325,000       4.60 %
Christopher Robert Baker(3)(6)
    5,000,000       350,000       4,650,000       9.20 %
MinorM. Novorr(3)(7)
    250,000       25,000       225,000       0.45 %
Merlion Entertainment, Ltd(3)(8)
    5,000,000       350,000       4,650,000       9.20 %
Barbara Mitchell(3)(9)
    2,000,000       140,000       1,860,000       3.68 %
Stephen J. Sallus(3)(10)
    2,000,000       140,000       1,860,000       3.68 %
Minor E. Pezzuto(3)(11)
    2,500,000       175,000       2,325,000       4.60 %
Becky Bristow(3)(12)
    250,000       25,000       225,000       0.45 %
Michael Pass(3)(13)
    300,000       21,000       279,000       0.55 %
Alice M. Matano(14)
    100,000       10,000       90,000       0.18 %
Erin Giudice(15)
    100,000       10,000       90,000       0.18 %
Irving & Sandy Sallus(3)(16)
    22,500       3,000       19,500       0.04 %
Anthony A. Pezzuto(3)(17)
    500,000       35,000       465,000       0.92 %
Freedman Matt(3)
    22,500       3,000       19,500       0.04 %
Melvin William Winn(18)
    2,000,000       140,000       1,860,000       3.68 %
Kathryn Perry or AM Snider(3)
    1,000,000       70,000       930,000       1.84 %
Whitney D. Lund(3)(19)
    100,000       10,000       90,000       0.18 %
Douglas Scheving(3)(20)
    4,000,000       280,000       3,720,000       7.36 %
Megan Simpson(3)
    400,000       30,000       370,000       0.73 %
Blythe C. Stewart(3)(21)
    500,000       35,000       465,000       0.92 %
Betzenhouser Family Trust(3)(22)
    1,500,000       105,000       1,395,000       2.76 %
Janet S. Gayler(3)
    150,000       11,000       139,000       0.28 %
John V. Kopaunik(3)
    100,000       7,000       93,000       0.18 %
Kristian De La Rossa(3)
    25,000       3,000       22,000       0.04 %
Neubert Family Trust(3)(23)
    1,500,000       105,000       1,395,000       2.76 %
Peder K. Davisson Revocable Trust(3)(24)
    2,000,000       164,000       1,836,000       3.63 %
Steven W. Pepin(4)
    250,000       25,000       225,000       0.45 %
Jacqueline Halliday(4)
    10,000       2,000       8,000       0.02 %
Paul Ray(4)
    10,000       2,000       8,000       0.02 %
Claude William Chappell IV(4)
    10,000       2,000       8,000       0.02 %
Zeljko Mileta(4)
    10,000       2,000       8,000       0.02 %
Benedict Dugger(4)
    10,000       2,000       8,000       0.02 %
Gara & Michelle Bain(4)
    10,000       2,000       8,000       0.02 %
Robert Lalich(4)
    10,000       2,000       8,000       0.02 %
The Horton Family Living Trust(4)
    10,000       2,000       8,000       0.02 %
Dominic Tavares(4)
    10,000       2,000       8,000       0.02 %
Michele Li Sheppard(4)
    10,000       2,000       8,000       0.02 %
Kevin Peck(4)
    20,000       4,000       16,000       0.03 %
Alice M. DePrisco(4)
    10,000       2,000       8,000       0.02 %
John A. DePrisco(4)
    10,000       2,000       8,000       0.02 %
Kathryn J. Dechene(4)
    20,000       4,000       16,000       0.03 %
Francis Rutherford(4)
    10,000       2,000       8,000       0.02 %
Salvatore Alphonso DePrisco(4)
    10,000       2,000       8,000       0.02 %
Marilyn Joyce Piperno(4)
    10,000       2,000       8,000       0.02 %
Robert Jason Pesheck(4)
    50,000       5,000       45,000       0.09 %
Jeff Perkowitz(4)
    10,000       2,000       8,000       0.02 %
Trent Julian(3)(25)
    50,000       5,000       45,000       0.09 %
Emad Elouri(3)(26)
    22,500       3,000       19,500       0.04 %
TOTAL
    34,392,500       2,500,000       31,892,500       63.11 %

 
25

 

Notes:
 
1.
This chart assumes the sale of all 10,000,000 shares of Company stock offered in this prospectus.

 
2.
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered pursuant to this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

 
3.
The Company issued 36,815,000 shares upon its organization as founders’ shares valued at $0.001 per share, 2,214,000 of which are being offered for sale by selling shareholders. There are no formal agreements or other terms with respect to these shares,  No proceeds from the sale of these shares will be received by the Company.  These shares are being registered as part of this offering, and have no other rights associated with them other than those attributed to the Company’s common stock generally.

 
4.
From the period of June 1, 2008 through December 24, 2008, the Company conducted an offering of its common stock to certain qualified investors. The offering was conducted in accordance with exemptions from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D under the Securities Act. Pursuant to the terms of the offering, the Company offered up to 5,000,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.10 per share, to “accredited investors” only as defined in Rule 501(a) of Regulation D of the Securities. As of the close of the offering on December 24, 2009, the Company had sold approximately 722,000 shares of its common stock to approximately 35 accredited investors, and had raised an aggregate of $72,000.

 
5.
Minor L Pezzuto is the minor daughter of Wm. Alan Pezzuto, Barbara Mitchell has sole has sole voting and dispositive control over these shares and holds them as Custodian under the Uniform Gifts to Minors Act.

 
6.
The Company issued 5,000,000 shares as founders’ shares valued at $0.001 per share to Christopher Baker for pre incorporation music soundtrack consulting and preproduction services related to the Company’s Community Challenge project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
7.
Minor M. Novorr is the niece of Wm. Alan Pezzuto, Barbara Mitchell has sole has sole voting and dispositive control over these shares and holds them as Custodian under the Uniform Gifts to Minors Act.

 
8.
Douglas Scheving is the controlling officer and shareholder of Merlion Entertainment, Ltd. and holds sole voting and dispositive control over the shares.  The Company issued 5,000,000 shares as founders’ shares valued at $0.001 per share to Merlion Entertainment, Ltd for pre incorporation services involving negotiation with talent, site location and agency services related to the procurement of government matching grants in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
9.
Barbara Mitchell is the mother-in-law of Wm. Alan Pezzuto.

 
10.
Stephen Sallus received 1,200,000 founders’ shares valued at $0.001 per share for pre-incorporation services related to script procurement and organizational issues. Mr. Sallus also received 800,000 shares valued at $0.10 per share for ongoing services related to production, financial consulting and strategic partnerships with vendors. There is no formal agreement between the Company and Mr. Sallus with respect to the provision of these services. Shares were issued in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
11.
Minor M Pezzuto is the minor daughter of Wm. Alan Pezzuto, Barbara Mitchell has sole has sole voting and dispositive control over these shares and holds them as Custodian under the Uniform Gifts to Minors Act.

 
12.
The Company issued 250,000 shares as founders’ shares valued at $0.001 per share to Becky Bristow for pre incorporation animation consulting services and design work on the Company’s website in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
 
 
13.
The Company issued 250,000 shares as founders’ shares valued at $0.001 per share to Michael Pass for pre incorporation editing services related to the Company’s Community Challenge project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
26

 
 
 
14.
The Company issued 100,000 shares valued at $0.10 per share to Alice M. Matano for accounting services upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
15.
The Company issued 100,000 shares valued at $0.10 per share to Erin Giudice for services to the Company as its corporate Secretary in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
16.
Irving and Sandy Sallus are the parents of Stephen Sallus.

 
17.
Anthony Pezzuto is the adult son of Wm. Alan Pezzuto.

 
18.
The Company issued 2,000,000 shares valued at $0.10 per share to Melvin William Winn for script consulting and Canadian pre-production services for our Mountains of Trouble project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
19.
The Company issued 100,000 shares as founders’ shares valued at $0.001 per share to Whitney Lund for pre-incorporation organizational and consulting services upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities. Mr. Lund is a principal of our Transfer Agent, Standard Transfer & Trust Company, Inc.

 
20.
The Company issued 4,000,000 shares as founders’ shares valued at $0.001 per share to Douglas Scheving for pre incorporation services involving negotiation with talent, site location and agency services related to the procurement of government matching grants; and in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
21.
Blythe C. Stewart is the adult daughter of Wm. Alan Pezzuto.

 
22.
Robert Walker holds sole voting and dispositive control over the Betzenhouser Family Trust.  The Company issued 1,500,000 shares as founders’ shares valued at $0.001 per share to the Betzenhouser Family Trust for pre incorporation services involving research and script development for the Company’s Between Purgatory and Perdition Project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
23.
Dennis Desender holds sole voting and dispositive control over the Neubert Family Trust.  The Company issued 1,500,000 shares as founders’ shares valued at $0.001 per share to the Neubert Family Trust for pre incorporation services involving negotiation of real-estate rights and non-traditional financing for the Company’s Community Challenge Project in upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

 
24.
Peder K. Davisson holds sole voting and dispositive control over the Peder K. Davisson Revocable Trust.  The Company issued 2,000,000 shares as founders’ shares valued at $0.001 per share to the Peder K. Davisson Revocable Trust in consideration for professional legal services rendered for pre-incorporation services and as fixed fee for legal services not related to this registration statement. These shares were issued in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.  Mr. Davisson, through his law firm, Davisson & Associates, PA, issued the legal opinion that is part of this registration statement.

 
25.
The Company issued 50,000 shares as founders’ shares valued at $0.001 per share to Trent Julian for pre incorporation production services related to the Company’s Community Challenge project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities

 
26.
The Company issued 22,500 shares as founders’ shares valued at $0.001 per share to Emad Elouri for pre incorporation services related to the Company’s Community Challenge project in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities

 
27

 

 These shares may be sold by one or more of the following methods, without limitations.

· A block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
· Purchase by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;
· Ordinary brokerage transactions and transactions in which the broker solicits purchasers
· Face to face transactions between sellers and purchasers without a broker/dealer.
 
In competing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither, we nor the selling stockholders can presently estimate the amount of such compensation.

The selling shareholders and any broker/dealers who act in connection with the sale of the shares will be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.

If any selling shareholders enters into an agreement to sell his or her shares to a broker/dealer as principal and the broker/dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker/dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. We will also file the agreement between the selling shareholder and the broker/dealer as an exhibit to the post-effective amendment to the registration statement.

We have advised the selling shareholders that they and any securities broker/dealers or others who will be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. We have advised each selling shareholder that in the event of a “distribution” of the shares owned by the selling shareholder, such selling shareholder, any “affiliated purchasers,” and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 (“1934 Act”) until their participation in that distribution is complete. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class, as is the subject of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transaction by the magnitude of the offering and the presence of special selling efforts and selling methods.” We have advised the selling shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering.

To our knowledge, no selling shareholder is affiliated with a broker/dealer.

 
28

 

The shares of common stock owned by the selling shareholders may be offered and sold by means of this prospectus from time to time as market conditions permit. If and when our common stock becomes quoted on the OTC Bulletin Board or listed on the securities exchange, the shares owned by the selling shareholders may be sold in public market or in private transactions for cash at prices to be determined at that time. We will not receive any proceeds from the sale of the shares by the selling shareholders.

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make those statements not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.
Section 15(g) of the Exchange Act

Our shares are "penny stocks" covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination, notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

 
29

 

FINRA has adopted rules that require that in recommending an investment to a customer, a broker/dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. These FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.

Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. Since our shares are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker/dealers, many broker/dealers may not want to make a market in our shares or conduct any transactions in our shares. As such, your ability to dispose of your shares may be adversely affected.

Blue Sky Restrictions on Resale

If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as “Blue Sky laws” with regard to secondary sales.  All states offer a variety of exemption from registration for secondary sales.  Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.  The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.

Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from.

 
30

 
 
DESCRIPTION OF BUSINESS

General

We were incorporated on January 8, 2008, under the laws of the State of Nevada. We are a development stage independent motion picture producer having our principal office located at 1353 Old Temescal Canyon, Suite 129, Corona, California 92881.Our phone number is (951) 264-3100 and our e-mail is info@asgaardmedia.com.   Our website is at www.asgaard media.com .

Our plan of operation is to engage in the business of developing, producing, marketing and distributing low-budget feature-length films and television programs.  To date, our business activities have been limited to organizational and pre-production activities. These including research and acquisition of media and all ancillary rights to three feature films and one television series. We have conducted initial photography and prepared “B” roll material “B” roll is film and/or images used in the production of a program other than the primary footage/images. Sometimes incorrectly considered filler, “B” roll is essential to both the rhythm and tempo of a film. In addition we have developed our website and the prepared and filed our securities registration statement, of which this prospectus is a part. We currently have no employees except for our officers and directors.  We intend to utilize independent contractors and consultants from time to time to assist in developing, producing and promoting our motion pictures and television properties. Independent contractors are generally paid on a commission, hourly or job-related basis, depending on the services being performed.

We have no plans, arrangements, commitments, or understandings to engage in a merger or acquisition with another company.

Motion Picture Industry Overview

The theatrical motion picture industry in the United States has changed substantially over the last three decades and continues to evolve rapidly Historically, the “major studios” financed, produced and distributed the vast majority of American-made motion pictures During the most recent decade, many of the motion pictures released have been produced by “independent producers” even though some of the production financing for such pictures and distribution funds have been provided by the major studio/distributors.  In the last couple of years, although fewer truly independently produced movies have been made, they still comprise more than half of all films released each year.  See “The Hollywood Reporter ©Nielsen Business Media, Los Angeles, CA, hereafter “THR.”

The following general description is a simplified overview of the complex process of producing and distributing motion pictures and is intended to be an aid to investors in understanding the motion picture business. This overview does not describe what will necessarily occur in the case of any of our particular motion pictures.

Production of Motion Pictures

During the filmmaking process, which may take approximately 12 to 24 months from the start of the development phase to theatrical release, a film progresses through several stages. The four general stages of motion picture production are development, pre-production, principal photography and post-production. A brief summary of each of the four general movie production stages follows: See “Film Scheduling” 2nd Ed Ralph S. Singleton and “Hollywood Creative Guide” 5th Ed, 2007 E. Fleeks

Development

In the development stage, underlying literary material for a motion picture project is acquired, either outright, through an option to acquire such rights or by engaging a writer to create original literary material. If the literary material is not in script form, a writer must be engaged to create a script. The script must be sufficiently detailed to provide the production company and others participating in the financing of a motion picture with enough information to estimate the cost of producing the motion picture. Projects in development do not always become completed motion pictures.

 
31

 

Pre-Production

During the pre-production stage, the production company usually selects a director, actors and actresses, prepares a budget and secures the necessary financing. In cases involving unique or desired talent, commitments must be made to keep performers available for the picture. Some pre-production activities may occur during development.

Principal Photography
 
Principal photography is the process of filming a motion picture and is the most costly stage of the production of a motion picture. Principal photography may take up to twelve weeks to complete for some projects. Bad weather at locations, the illness of a cast or crew member, disputes with local authorities or labor unions, a director's or producer's decision to re-shoot scenes for artistic reasons and other often unpredictable events can seriously delay the scheduled completion of principal photography and substantially increase its costs. Once a motion picture reaches the principal photography stage, it usually will be completed.

Post-Production

During the post-production stage, the editing of the raw footage and the scoring and mixing of dialogue, music and sound effects tracks take place, and master printing elements are prepared.

Distribution of Motion Pictures

Motion picture revenue is derived from the worldwide licensing of a motion picture: (a) for theatrical exhibition; (b) for non-theatrical exhibition (viewing in airplanes, hotels, military bases and other facilities); (c) to pay television systems for delivery to television receivers by means of cable, over-the-air and satellite delivery systems; (d) to commercial television networks; (e) to local commercial television stations and (f) for reproduction on video cassettes (and video discs) for home video use. Revenue is also derived from licensing “ancillary rights” to a motion picture for the creation of books, published music, soundtrack albums and merchandise. A picture is not always sold in all of these markets or media. See (“ Producers Workbook” (c) Hollywood film Institute Dov S-S Simens’s, hereafter HFI)

The timing of revenues received from the various sources varies from film to film. Typically, theatrical receipts from United States distribution are received approximately 90% in the first twelve months after a film is first exhibited and 10% in the second twelve months. Theatrical receipts from the rest of the world are typically received 40% in the first year following initial theatrical release, 50% in the second year and 10% in the third year. Home video/DVD royalties are typically received 80% in the first year following theatrical release and 20% in later years. Pay and cable license fees are typically received 65% in the third year, 25% in the fourth year and 10% in the fifth year following theatrical release.

The majority of syndicated domestic television receipts are typically received in the fourth, fifth and sixth years after theatrical release if there are no network television licenses and the sixth, seventh and eighth years if there are network licenses.  The markets for film products have been undergoing rapid changes due to technological and other innovations.  As a consequence, the sources of revenues available have been changing rapidly and the relative importance of the various markets as well as the timing of such revenues have also changed and can be expected to continue to change.

 
32

 

Expenses incurred in distributing a motion picture are substantial and vary depending on many factors. These factors include the initial response by the public to the motion picture, the nature of its advertising campaign, the pattern of its release (e.g., the number of theaters booked and the length of time that a motion picture is in release). The following is a brief summary of each of the sources of revenue of motion pictures and the distribution/licensing process associated with such sources: See “Financing and Dealmaking” © Hollywood Film Institute Dov S-S Simens’s

United States Theatrical Distribution

In recent years, United States theatrical exhibition has generated a declining percentage of the total income earned by most pictures, largely because of the increasing importance of cable and pay television, home video and other ancillary markets.  Nevertheless, the total revenues generated in the United States theatrical market are still substantial and are still likely to account for a large percentage of revenues for a particular film.  In addition, performance in the United States theatrical market generally also has a profound effect on the value of the picture in other media and markets.

Motion pictures are distributed to theatrical markets through numerous branch offices. Theatrical distribution requires the commitment of substantial funds in addition to a motion picture's negative cost. The distributor must arrange financing and personnel to: (a) create the motion picture's advertising campaign and distribution plan; (b) disseminate advertising, publicity and promotional material by means of magazines, newspapers, trailers (“coming attractions”) and television; (c) duplicate and distribute prints of the motion picture; (d) “book” the motion picture in theaters; and (e) collect from exhibitors the distributor's share of the box office receipts from the motion picture. A distributor must carefully monitor the theaters to which it licenses its picture to ensure that the exhibitor keeps only the amounts to which it is entitled by contract and promptly pays all amounts due to the distributor.  Distributors will sometimes reach negotiated settlements with exhibitors as to the amounts to be paid and such settlements may relate to amounts due for several pictures.

For a picture's initial theatrical release, a United States theater exhibitor will usually pay to a distributor a percentage of box office receipts, which is negotiated based on the expected appeal of the motion picture and the stature of the distributor. The negotiated percentage of box office receipts remitted to the distributor is generally known as “film rentals” but is more typically defined in distribution agreements to be part of “gross receipts.”  Such gross receipts customarily diminish during the course of a picture's theatrical run.

Typically, the distributor's share of total box office receipts over the entire initial theatrical release period will average between 60 to 90 percent depending on the distributor; the exhibitor will retain the remaining 10 to 40 percent. The exhibitor will also retain all receipts from the sale of food and drinks at the theater (concessions). Occasionally, an exhibitor will pay to the distributor a flat fee or percentage of box office receipts against a guaranteed amount.  Pay television and new home entertainment equipment (such as video games, computers and video cassette players) offer a more general competitive alternative to motion picture theatrical exhibition of feature films.

 
33

 

Major film distributors are typically granted the right to license exhibition of a film in perpetuity, and normally have the responsibility for advertising and supplying prints and other materials to the exhibitors. Under some arrangements, the distributor retains a distribution fee from the gross receipts, which averages approximately 33% of the film's gross receipts, and recoups the costs incurred in distributing the film. The principal costs incurred are the cost of duplicating the negative into prints for actual exhibition and advertising of the motion picture. The distribution deal usually provides that the parties providing the financing are then entitled to recover the cost of producing the film. However, bank financed productions will typically require that the bank be paid back its principal, interest and fees out of first monies to the distributor. The amount major film distributors spend on prints and advertising is generally left to the discretion of the distributor. In some instances, however, the producer may negotiate minimum expenditures or ceilings on such items. See HFI

Foreign Theatrical Distribution

While the value of the foreign theatrical market varies due to currency exchange rate fluctuations and the political conditions in the world or specific territories, it continues to provide a significant source of revenue for theatrical distribution.  Because this market is comprised of a multiplicity of countries and, in some cases, requires the making of foreign language versions, the distribution pattern stretches over a longer period of time than does the exploitation of a film in the United States theatrical market.  There has been growth in the last decade, although it has been leveling off somewhat in the most recent years.  Certain foreign territories, particularly Europe, have seen an increased utilization of home video units due to the relative lack of diversified television programming.  Consequently, sales of DVD's have increased in such markets in recent years. Although growth in this area may be reduced because of an increase in television programming in such foreign territories, receipts from home video and DVD's in these markets can be expected to continue to be significant.  Films are generally released on home video three to six months after initial domestic theatrical release of the picture, but before the exhibition of the picture on cable/pay or network TV. See HFI

United States Television Distribution

Television rights in the United States are generally licensed first to pay television for an exhibition period following home video release, thereafter to network television for an exhibition period, then to pay television again, and finally syndicated to independent stations. Therefore, the owner of a film may receive payments resulting from television licenses over a period of six years or more.”Marketing to Moviegoers, Robert Marich© 2005,Elsevier Inc., hereafter ”MTM”

Cable and Pay Television

Pay television rights include rights granted to cable, direct broadcast satellite, microwave, pay per view and other services paid for by subscribers. Cable and pay television networks usually license pictures for initial exhibition commencing six to twelve months after initial domestic theatrical release, as well as for subsequent showings. Pay television services such as Home Box Office, Inc. (“HBO”) and Showtime/The Movie Channel, Inc. (“Showtime”) have entered into output contracts with one or more major production companies on an exclusive or non-exclusive basis to assure themselves a continuous supply of motion picture programming. Some pay television services have required exclusivity as a precondition to such contracts.

The pay television market is characterized by a large number of sellers and few buyers.  However, the number of motion pictures utilized by these buyers is extremely large and a great majority of motion pictures that receive theatrical exhibition in the United States are, in fact, shown on pay television. See MTM

 
34

 

Network Television

In the United States, broadcast network rights are granted to ABC, CBS, NBC, FOX or other entities formed to distribute programming to a large group of stations. The commercial television networks in the United States license motion pictures for a limited number of exhibitions during a period that usually commences two to three years after a motion picture's initial theatrical release.  During recent years, only a small percentage of motion pictures have been licensed to network television and the fees paid for such motion pictures have declined.  This decline is generally attributed to the growth of the pay television and home video markets, and the ability of commercial television networks to produce and acquire made-for-television motion pictures at a lower cost than license fees previously paid for theatrical motion pictures.

Television Syndication

Distributors also license the right to broadcast a motion picture on local, commercial television stations in the United States, usually for a period commencing five years after initial theatrical release of the motion picture, but earlier if the producer has not entered into a commercial television network license. This activity, known as “syndication,” has become an important source of revenues as the number of, and competition for, programming among local television stations has increased.

Foreign Television Syndication

Motion pictures are now being licensed in the foreign television market in a manner similar to that in the United States. The number of foreign television stations as well as the modes of transmission (i.e., pay, cable, network, satellite, etc.) have been expanding rapidly, and the value of such markets has been likewise increasing and we believe will continue to expand. Producers may license motion pictures to foreign television stations during the same period they license such motion pictures to television stations in the United States; however, governmental restrictions and the timing of the initial foreign theatrical release of the motion pictures in the territory may delay the exhibition of such motion pictures in such territory. See Westport Distributing, Inc., Newport Beach, CA

Re-licensing

The collective retained rights in a group of previously produced motion pictures is often a key asset, as such pictures may be re-licensed in the pay and commercial television, home video and non-theatrical markets, and occasionally may be re-released for theatrical exhibition.

Although no one can be certain of the value of these rights, certain older films retain considerable popularity, and may be re-licensed for theatrical or television exhibition. New technologies brought about by the continuing improvements in electronics may also give rise to new forms of exhibition which will develop value in the future. See Westport Distributing, Inc. Newport Beach, CA

Other Ancillary Markets

A distributor may earn revenues from other ancillary sources, unless the necessary exploitation rights in the underlying literary property have been retained by writers, talent, composers or other third parties. The right to use the images of characters in a motion picture may be licensed for merchandising items such as toys, T-shirts and posters.  Motion picture rights may also be licensed for novelization of the screenplay, comic book versions of the screenplay and books about the making of the motion picture. The soundtrack of a motion picture may be separately licensed for soundtrack records and may generate revenue in the form of mechanical performance royalties, public performance royalties and sheet music publication royalties. See HFI.

 
35

 

An Example Film Budget

Although every picture's budget is unique to that picture, the following sample $1,000,000 budget shows some of the costs involved in producing a motion picture:

   
Minimum
(1)
   
Maximum
 
Screenplay rights
  $ 5,500     $ 9,700  
Producer's Unit
  $ 31,500     $ 55,125  
Director's Unit
  $ 26,000     $ 45,500  
Cast
  $ 46,388     $ 81,179  
Above-the-Line Total
  $ 109,388     $ 191,504  
                 
Production Staff
  $ 52,050     $ 91,088  
Extra Talent
  $ 31,125     $ 54,468  
Set Design
  $ 6,000     $ 10,500  
Set Construction
  $ 5,000     $ 8,750  
Set Operations
  $ 27,300     $ 47,775  
Set Dressing
  $ 15,180     $ 26,565  
Property
  $ 6,400     $ 11,200  
Wardrobe
  $ 11,920     $ 20,860  
Makeup/Hairdressing
  $ 7,870     $ 13,772  
Electrical
  $ 28,920     $ 50,610  
Camera
  $ 29,250     $ 51,187  
Production Sound
  $ 13,670     $ 23,922  
Transportation
  $ 33,000     $ 57,750  
Location Expenses
  $ 51,450     $ 90,037  
Vehicles/Animals
  $ 5,000     $ 8,750  
Film/Lab
  $ 54,140     $ 94,745  
Video
  $ 5,000     $ 8,750  
Production Period Total
  $ 383,275     $ 670,729  
                 
Film Editing
  $ 42,500     $ 74,375  
Music
  $ 5,000     $ 8,750  
Post Production Sound
  $ 40,000     $ 70,000  
Post Production Film Lab
  $ 14,750     $ 25,812  
Optical Effects
  $ 3,000     $ 5,250  
Titles
  $ 8,000     $ 14,000  
Post Production Total
  $ 113,250     $ 198,187  
                 
Publicity
  $ 2,000     $ 3,500  
Insurance
  $ 25,000     $ 43,750  
General Expenses(2)
  $ 54,500     $ 95,375  
Contingencies
  $ 36,974     $ 64,704  
Completion Bond
  $ 18,487     $ 32,352  
Other Total
  $ 136,961     $ 239,681  
                 
Total Above the Line
  $ 109,388     $ 191,504  
Total Below the Line
  $ 633,486     $ 1,108,597  
Total
  $ 742,874     $ 1,300,101  

 
36

 
 
Notes To Budget

1.           The difference between the Minimum and Maximum columns in most instances represent the approximate dollar amount in each budget category which has been or will be deferred and is exemplary of a lowest feasible cost versus "best case" cost while remaining within the Company's budgetary objectives.

2.           Includes packaging costs (expenses associated with obtaining commitments from a director, actors or other key personnel to be involved in the production of the Picture) and Production Company overhead (the pro rata costs of secretarial services, office rent, utilities and supplies associated with the Picture).

Production

The Company plans to produce its pictures at the lowest possible cost consistent with the quality that it seeks to achieve. The Company will attempt to avoid the substantial overhead associated with major production companies by maintaining a small permanent staff. The Company does not own production facilities or equipment, but will adopt the standard industry practice of renting production facilities and equipment and engaging free-lance production staff, only as necessary, on a picture-by-picture basis.

The Company expects the total production period for a Company-produced motion picture to generally continue for as long as six months and in some instances, even longer. Multiple projects may run concurrently. The following table represents the Producers' estimates of the time periods associated with each phase in the financing, production and distribution of the first Picture:

 
Financing period
8 weeks
 
Pre-Production
8 weeks
 
Principal Photography
6 weeks
 
Post-Production
10 weeks
 
Sneak Previews
35th week
 
Premiere
40th week
 
Limited opening
41st week

Distribution Approach

From a business perspective, the primary goal of the Company's film ventures is to maximize the revenues to it and to its investors; however, there can be no assurance that this goal will be achieved or that increased revenues will equate to a higher return on investment. The ultimate commercial success of any motion picture is dependent on its distribution. The Company believes that the most important initial objective in achieving this goal is to maximize proceeds from the United States theatrical release of its pictures, since it considers such theatrical performance to be the single most important determinant of a picture's performance in the subsequent markets of home Video/DVD/Podcasts, pay cable and free broadcast television and foreign.

 
37

 

The Company plans to approach prospective distributors with a completed or nearly completed film, thus potentially maximizing its bargaining position with respect to negotiating the terms of the distribution arrangements. The Company may present the Films at the major film markets held each year in Los Angeles, Cannes and Milan, as well as select international film festivals.

The producers believe they have designed films to be attractive to distributors since elements of the films were specifically conceived to appeal to some of the most important segments of the movie-going public, i.e., the 18 to 35 year olds.  In particular, the “buddy” elements are designed to primarily appeal to males, the romance is designed to primarily appeal to females and the more universal themes are designed to appeal to foreign audiences also. Considered as a whole, including the Films’ planned soundtracks and name talent, the Company's management expects the films to “cross-over”, i.e., appeal to a total target audience beyond each anticipated segment. See THR.

Current Projects

The Company is currently developing six (6) properties, all of which are in various phases of pre-production. The Company has exclusive production and licensing rights to four of these properties and is working on agreements with respect to the other two. Besides selecting movie genres which are believed to be in demand and “recession-resistant,” the Company has developed screenplays capitalizing on a growing trend especially among successful independent films, to present smaller, character-driven, relationship-oriented stories. Entertainment Weekly seemed to validate the wisdom of this philosophy on August 28, 1992: “There's a reason people told their friends to go see 'Fried Green Tomatoes' (1991, MCA/Universal, PG-13) in theaters-the same reason it's going to rent like crazy on video-and it's something that modern Hollywood tends to overlook: It tells a good story about interesting characters.”

On March 1, 1993, Newsweek Magazine stated in an article that “Adult audiences are hungry for movies that they can talk about, that take them places they've never been. The success of Neil Jordan's 'The Crying Game', with little national advertising, suggests that, contrary to the studio head's belief, something different is precisely what a lot of people want to see.” In the decade since these statements studies have been conducted by various groups and individuals such as S. Abraham Ravid, a professor of economics and finance at Rutgers University, who in a 1999 study of almost 200 films released between 1991 and 1993, found that once one considered the other factors influencing the success of a film, a star had no impact on its rate of return. However it was determined that “High concept” or pictures driven by writing and talent with little known talent had a higher percentage of profitability then those that relied upon special effects and Star power.1
 
In addition, some of the Company's proposed films also contain conventions of Hollywood's highly successful “buddy” genre. According to the Journal of Popular Film and Television (Fall, 1990) “Films starring two men, loosely termed 'buddy' movies, are a perennial feature of popular cinema, from the slapstick of Laurel and Hardy or Abbott and Costello to the immortal teams of cowboys, cops, robbers, Don Quixote, and men of action everywhere.”2 and 3
 
2 “Buddy Films” are a sub-genre of several primary genres, According to Blake Snyder, SAVE THE CAT (the last book on screenwriting you’ll ever need), McNaughton & Gunn, 2005 page 34:
 
“The Classic “buddy Story” is a type that I think of as a creation of the Movie Age. Though there were a few great buddy tales (Don Quixote, for example), this category really didn’t take off as a story form until the dawn of cinema.  My theory is that the buddy movie was invented by a screenwriter who realized that his hero had no one to react to.  There was just this big, empty space where interior monologue and description is found in fiction.  And the screenwriter suddenly thought “what if” his hero had someone to debate important story issues with? Thus the classic “buddy movie” was born, and from Laurel and Hardy to Bob Hope and Bing Crosby to Butch Cassidy and the Sundance Kid to the antics of Wayne’s World (both 1 & 2), it has become a movie staple.  Two guys talking to each other like 48 Hours ; two girls talking to each other like Thelma & Louise; two fish talking to each other like Finding Nemo- they all work because stories of “me and my best friend” will always resonate.  Again, they’re very human and based on universal circumstances.  These are stories you can pitch to a cavemen and both he (and his buddy!) will get it.
 
The secret of a good buddy movie is that it is actually a love story in disguise.  And, likewise, all love stories are just buddy movies with the potential for sex.  Bringing Up Baby, Pat and Mike, Woman of the Year, Two Weeks Notice, How to Lose a Guy in 10 Days are- genre-wise- just sophisticated Laurel and Hardy movies where one of the buddies is wearing a skirt.  And yet the rules for these, drama or comedy, sex or no sex, are the same.  At first the “buddies” hate each other. (Where would they have to go if they didn’t?) But their adventure together brings out the fact that they need each other; they are, in essence, incomplete halves of a whole.  And realizing this leads to even more conflict.  Who can tolerate needing anybody?
 
Our current projects are: Mountains of Trouble WGAw Reg. # 1000937, Taken By Storm WGAw Reg. # 1000935, Longshot®, Community Challenge® WGAw Reg. # 1283196, and Widow’s Walk WGAw Reg. # 83754. We are in the process of entering into an agreement to acquire all media and ancillary rights to a screenplay – The Killer’s Psalm and are completing a screenplay under the working title – Between Purgatory and Perdition. The following are brief descriptions of five of each or our planned projects:
 
38

 
Penultimately, the “all is lost moment” which occurs toward the end of each of these stories is: separation, a fight, a goodbye-and-good-riddance,  is in reality, none of these.  It’s just two people who can’t stand the fact that they don’t live as well without each other, who will have to surrender their egos to win.  And when the final curtain comes down, they have done just that.
 
Often, as in Rain Man, one of the buddies is the story’s hero and will do all or most of the changing( i.e., Tom Cruise) while the other buddy acts as a catalyst of that change and will do slight or no changing (.e., dustin Hoffman).  I have been in many story discussions about this dynamic.  Whose story is it?? is what it very often boils down to.  Lethal Weapon is like that to an extent.  It’s Danny Glover’s story.  Mel Gibson is the agent of change.  And though Mel will not be suicidal by the story’s end, it’s Danny Glover whose transformation we care most about.  These “catalyst” Buddy Love tales, in which a “being” comes into one’s life, affects it, and leaves, is a subset of the Buddy Love dynamic and an important one to keep in mind.  Many “boy and his dog” tales are like this, including E.T.  
 
3Robert McKee, an influential writing instructor, with over 35,000 graduates of his writing class series, of which Mr. Pezzuto is one, is credited by his students for over 18 Academy awards, 107 Emmy Awards, 19 Writers Guild of America Awards, 16 Directors Guild of America Awards plus hundreds of nominations.  (cover dust jacket of “Story”) McKee is the author of STORY,  1997, Regan Books/Harper Collins and has been the primary writing and script consultant on projects ranging from Mattel’s “Barbie Island Princess” series (Island princess, Magic of Pegasus, Fairytopia, Mermaidia and several others) through the Nicolas Cage film “ADAPTATION” and from AIRFORCE ONE to YOU”VE GOT MAIL. McKee, classifies buddy films and/or “Buddy Salvation” films as a sub-genre of several categories including “Love Story” citing such films as MEAN STREETS, PASSION FISH ANDROMY AND MICHELE’S HIGH SCHOOL REUNION as well as the “Sports Drama” such as WHITE MEN CAN’T JUMP. (Story, pages 80 & 85)
 
With these and many other example, ASGAARD MEDIA potential projects such as MOUNTAINS OF TROUBLE  TAKEN BY STORM, and THE KILLERS PSALM should be categorized (or at least sub-categorized) Buddy Films.

Mountains of Trouble

This film addresses the admiration of and rivalry between brothers and sisters, younger children and older, boys and girls, as we see these children go from pushing each other to the limits of what they have been taught is right and wrong, to banding together against what they have been taught, in order to try to preserve a higher right. All the while, it also looks at the age old question of "What's a parent to do?"

Mountains of Trouble is the story of a precocious five year old, Amanda, who must not only endure what she is certain to be the most trying time of her life (childhood), but must also determine who she is as the fourth of five children. Watch as she struggles to learn right from wrong and the lesson, "that just because you’re an adult doesn’t always make you right." See her discover that for every decision we make and every road we travel, there is a toll to pay. We see and feel Amanda struggling to prove that girls can be as good as boys at anything, including doing the wrong thing, and we share the consequences with her.

From the very beginning of the film, the forces of good and evil are at work. Don Stoll and Steven Breen, two ruthless land developers, do everything within their power to further their own cause, regardless of the price the rest of the residents, both people and animals of the area, must pay. As Amanda, going about the task of being a little girl, is inadvertently sucked into this adult world of lying and cheating, she begins to realize that some prices are too high to pay, and that not only isn’t money everything, but sometimes it buys the sort of misery you can’t live with.

While her parents are busy and Amanda is exploring areas not meant for exploration by anyone, let alone five-year old girls, she finds herself face to face with a caged female mountain lion and her two cubs. After deciding the animals shouldn’t be caged, she tries to let them go free. As the female mountain lion leaves the cage and the cubs are left behind, Amanda realizes the possibly disastrous results of her behavior, and attempts to rectify the situation by adopting the “kittens” on the spot. The kittens keep growing, as do her problems, and she is forced to employ the help of her brothers and sisters.

In addition to learning adult size lessons about right and wrong, Amanda finds out how important listening to everyone and everything is, and that no matter who or what you are, you need to be heard.
 
39

 
Taken By Storm

This film is about Anthony Tempesta, the first-born son of Italian immigrant parents who, twenty years ago he had been the hottest chopper pilot in the service. Ten years ago he found himself working for the agency. Seven years ago, his star was still rising and he was training mercs for covert operations with Uncle Sam’s blessings…Then he married some Officer’s Club Bimbo and decked a know it all senator on a “fact finding mission.”

Tempesta, had planned on retiring and starting a private investigating company at the age of forty-two after twenty-five years of government service. Between the Bimbo and the incident with the senator, those plans as well as most of his connections seemed like nothing more than the smoke and mirrors of a cheap parlor magician until…

He heard the knocking at the door through the haze of an almost perpetual hang over. As he answered the door, the courier handed him a large manila envelope and a pen. As he looked at the plain-faced man in his early twenties, he asked, “Who’s suing me now?” The man just looked at him for a moment and answered, “I don’t know dude, but I need my pen back and you need a shower.” Tony grunted as he closed the door.

As he tore open the envelope and looked at the contents spilling onto the table, he sobered up from the shock of seeing two sets of ID, with only one set of pictures, all of his PI licenses, gun permits and security clearances. A smaller off-white envelope was included. As he opened it, a small plastic card fell out. Looking at it he wondered…who lit the fire and was holding the mirror this time.

Filled with more twists and turns than an epileptic python, this action adventure is a modern day combination of Peter Gunn, Mike Hammer and Tiger Mann.

Community Challenge®

Community Challenge® is a reality show. The show is designed to be a cross between Extreme Makeover®, American Idol®, Survivor®, and Habitat for Humanity®, our goal is to go into areas devastated by natural disasters and, via the community building experience, help get the area back on its feet. This will be accomplished by working with local economic and redevelopment authorities, local religious and non-profit organizations and the families themselves. Once the primary needs are identified, we will contact the families affected by the disaster (flood, hurricane, fire, etc.) and assist them in the rebuilding and healing process.

40

 
The first region selected is Orange County, Texas, an area devastated by hurricane Rita and overlooked due to the racial and political insignificance of the area in the shadow of hurricane Katrina. After discussions with the Directors of Economic Development, Redevelopment and other local authorities, it has been determined that, while employment is available in the area (there are over 15,000 job vacancies), money to rebuild homes or reasonably priced rentals are all but non-existent. (Orange County Texas report supplied to FEMA via Orange County Economic Development Commission)

Community Challenge - Texas is in the process of contacting the approximately 11,000 families effected by hurricane Rita in order to determine how many want to return home. An interview process will take place with the number of individuals being considered, narrowed down to approximately 1500 families. This number will be further reduced to approximately 500 who will then begin the “Game” portion. All contestant families will receive room and board as well as payment for work done for the duration of their tenure in the game.

These people will all, regardless of age, race, gender, etc., be given the opportunity to help rebuild their community. A community needs 83-year-old grandmothers that are caring for their grandchildren, daycare providers, clerical and retail providers as much as they need 23-year-old guys that can swing a hammer. During the first 4-6 weeks of preparing the property for building, the 500 families (community) will determine, based upon work ethic and compatibility, who stays and who goes. This will bring the number to 200.

At the 200 family level, we will divide the families into 25 teams lead by a contractor and designer. Each team will be given the same basic set of structural plans but with the ability to add their own ideas and changes (non-structural) so long as remaining within time and budget restraints. Additionally, all of the final 200 families will be involved in classes, teaching them such topics as fiscal responsibility, basic wealth building, nutrition and health, etc. in order to help assure a better chance of maintaining a long term successful community. Success with various tests and challenges will assure a family immunity through the next vote.

Each week, we will focus on several of the teams, their progress and interaction culminating in the “voting off” of several of the team members. Both the community members and the television audience via the ability to phone in and vote will do this voting.

Ultimately, the game will award 50 families one year of free rent in one of the 2500 sq. ft. town homes they help to build. Another 45 families will receive two years free rent, four families will be given ownership of a town home and the grand prize winner will receive a new single family home.   We have begun pre-production on this project and the trailers can be viewed on our website at www.asgardmedia.com .

The cost of producing Community Challenge is expected to vary with each season.  In the case of Community Challenge Texas, we have a preliminary budget of approximately 32 million dollars to do the project as we would like.  However, this could be scaled down to a budget of under five hundred thousand dollars and although we believe the potential for profit would exist, we do not believe that, the public impact and long term effects of the show on the community would be as substantial.  We indent to seek sponsorship as well as state and federal monies allotted for natural disasters.  In the case of Community Challenge Texas there is almost 47 million dollars available, and for which the show would qualify for per the Economic Development Director and the County in which the proposed show would take place.  Additionally, Orange County Texas has voted to support the project (a copy of the letter is available at the Companies corporate offices and is available upon request.). The Company intends to fund the Community Challenge project through as its first television series by a combination of investment funds received in this offering and through sponsorship and government funding, the specific amounts of which are not known at this time.

Public Relations and Promotion

During pre-production and production, the Company will enlist a public relations firm to expand on the initial foundation of interest and generate further publicity about the films and the filmmakers. Such “buzz,” or general awareness, can increase the perceived value of the motion pictures to potential distributors. There is presently no arrangement or understanding with any such firm and the Company has no affiliated firms.

41

 
The Company currently has no full-time employees. The Company may hire two employees in the next 12 months to assist in marketing, secretarial and administrative duties. The Company intends to utilize the services of other necessary personnel on a project-by-project basis.

Bonding Issues

As an independent production facility our board of directors has determined that if it is possible to find a reasonably priced completion bond company that does not require working with the studios or unions, we will use reasonable efforts to facilitate them. However, most bonding companies require the use of unions at the very least. This is likely to undermine our financial structure as an independent film company just as it has the profitability of many of the studios and other North American businesses.

In the case of an average independent production (“indie”), there is a shooting schedule of 18-28 days, this is the time during which 90% of principle photography is accomplished.  (Film Independent, please see www.filmindependent.org for function and clarity) Due to the nature of independent film production, it is not uncommon to be several days behind schedule by the end of the first week and be “scrambling” to find “Pick-up” time. In the case of a studio or large budget production with union/guild restrictions this would be of major importance. However, with an indie, although important, it is not as dramatic an event, because they typically use off hour editing and non-union personnel; and are therefore, not over taxed by the connected regulations/agreements. Both the talent and the production team have the flexibility to work together for the common good of getting the project completed and making a profit.

With a completion bond, the bonding company determines at what point they are going to “take control” of a project based upon the project being on time and on budget. We do not believe it is advisable to put a project in risk of being taken over if the production is running 15% overtime (which is about 3 days into a 21 day shoot). For example, when a sunny shoot is necessary and the rain isn’t going to stop for another 2 days, the production company may not be certain it is even behind until day 6. Depending upon how the bonding company is determining “on time on budget” status, the production company may have lost its project before it ever got out of the truck or the rain stopped.

Management’s philosophy is that independent films are produced based upon the strength of the project in the minds of the production team and the investors, not on star power or box office projections. If this belief in the project is taken away by anyone, it is the producer’s job/mandate to fix it or fail.

42

 
Financing Strategy

We will not be able to execute on our business plan on our own without at least $6,500,000 the proceeds of this offering. In the event that the Company does not raise the funds necessary to implement its business plan during the offering period, but is successful in raising at least $50,000, it intends to modify its business plan to produce industrial or educational films, which may be produced for as little as $15,000,  However, investors need to understand that the number and types of film projects available to the Company are directly related to the funding it receives. If the Company were to receive $200,000 it could still produce one feature film by significantly amending its operating budget.  If the funds received were less than $200,000, the Company would need to pursue the production of educational and industrial films until it was able to finance a feature film. Primary responsibility for the overall planning, financing and production of each motion picture will rest with our management.
 
Whenever possible we will attempt to make arrangements with providers of goods and services to defer payment until a later stage in the production and financing cycle.  Once a film package has been assembled, there are various methods of obtaining the funds needed to complete the production of a motion picture.  Examples of financing alternatives include the assignment of our rights in a film to a joint venture or a co-producer.  Alternatively, we may form a limited liability company or partnership where we will be the managing member or the general partner. We may also obtain favorable pre-release sales or pre-licensing commitments from various end-users such as independent domestic distributors, foreign distributors, cable networks, and video distributors. Further we will seek additional revenue from sponsors and product placement in our productions as an additional source of financing and revenue. These various techniques, which are commonly used in the industry, can be combined to finance a project without a major studio financial commitment.  We may, at management’s discretion, sell shares of our capital stock or exchange shares for services, to finance the production of films.

By virtue of using Canada as our primary shooting location, we may be able to obtain financial support from the Canadian federal and provincial governments.  By filming in Canada, we expect to be able to borrow against tax credits obtained through Canadian federal and provincial production services tax credits.  These tax credits will enable to us to recover 27% to 33% of eligible labor costs, or approximately 13.5% to 16.5% of our total production budget.  Canadian banks commonly allow producers to borrow against such tax credits in producing motion pictures (Film BC & CACO annual reports 2005-2008) We may also be able to access foreign government financing through international co-productions with treaty countries).

We may use any one or a combination of these or other techniques to finance our films. We anticipate that any financing method will permit us to maintain control over the production. There can be no assurance that we will be able to successfully arrange for such additional financing and to the extent we are unsuccessful, our production activities may be adversely affected.

43

 
Distribution Arrangements

Effective distribution is critical to the economic success of a feature film, particularly when made by an independent production company. We have not as yet negotiated any distribution agreements.

We intend to release our films in the United States through existing distribution companies, primarily independent distributors. We will retain the right for ourselves to market the films on a jurisdiction-by-jurisdiction basis throughout the rest of the world and to market television and other uses separately.  In many instances, depending upon the nature of distribution terms available, it may be advantageous or necessary for us to license all, or substantially all, distribution rights through one major distributor.

To the extent that we may engage in foreign distribution of our films, we will be subject to all of the additional risks of doing business abroad including, but not limited to, government censorship, currency fluctuations, exchange controls, greater risk of "piracy" copying, and licensing or qualification fees.

It is not possible to predict, with certainty, the nature of the distribution arrangements, if any, that we may secure for our motion pictures.

Competition

The motion picture industry is intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of entertainment.  The industry is currently evolving in such a way that certain multinational multimedia firms will be able to dominate this space because of their control over key film, magazine, and television content, as well as key network and cable outlets.  These organizations have numerous competitive advantages, such as the ability to acquire financing for their projects and to make favorable arrangements for the distribution of completed films.  All of our competitors will likely be organizations of substantially larger size and capacity, with far greater financial and personnel resources and longer operating histories, and may be better able to acquire properties, personnel and financing, and enter into more favorable distribution agreements. Our success will depend on public taste, which is both unpredictable and susceptible to rapid change.

As an independent film production company, we most likely will not have the backing of a major studio for production and distribution support. Consequently, we may not be able to complete a motion picture. 

In order to be competitive, we intend to create independent motion pictures that may appeal to a wide range of public taste both in the United States and abroad.  Moreover, by producing our films in Canada we believe that we will be able to significantly reduce production costs, and thereby offer our films to distributors at competitive pricing.    Investors must be aware that at this time we have not produced any film and may not ever be successful in doing so in the future.

Intellectual Property Rights

Rights to motion pictures are granted legal protection under the copyright laws of the United States and most foreign countries, including Canada.  These laws provide substantial civil and criminal penalties for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, artwork, and still photography are separately subject to copyright under most copyright laws. We plan to take appropriate and reasonable measures to secure, protect, and maintain copyright protection for all of our pictures under the laws of the applicable jurisdictions. Motion picture piracy is an industry-wide problem.  The motion picture industry trade association provides a piracy hotline and investigates all piracy reports. The results of such investigations may warrant legal action, by the owner of the rights, and, depending on the scope of the piracy, investigation by the Federal Bureau of Investigation and/or the Royal Canadian Mounted Police with the possibility of criminal prosecution.

44

 
Under the copyright laws of Canada and the United States, copyright in a motion picture is automatically secured when the work is created and "fixed" in a copy. We intend to register our films for copyright with both the Canadian Copyright Office and the United States Copyright Office.  Both offices will register claims to copyright and issue certificates of registration but neither will "grant" or "issue" copyrights.  Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion picture can be protected under copyright. Copyright in both Canada and the United States does not cover the idea or concept behind the work or any characters portrayed in the work.  Registration with the appropriate office establishes a public record of the copyright claim.

Ordinarily, a number of individuals contribute authorship to a motion picture, including the writer, director, producer, camera operator, editor, and others. Under the laws of both the United States, and Canada, these individuals are not always considered the "authors," however, because a motion picture is frequently a "work made for hire." In the case of a work made for hire, the employer, not the individuals who actually created the work, is considered the author for copyright purposes.  We intend all of our films to be works made for hire in which we will be the authors and thereby own the copyright to our films.

Canada's copyright law is distinguished from that of the United States by recognizing the moral rights of authors.  Moral rights refer to the rights of authors to have their names associated with their work, and the right to not have their work distorted, mutilated or otherwise modified, or used in association with a product, service, cause or institution in a way that is prejudicial to their honor or reputation.  Moral rights cannot be sold or transferred, but they can be waived.  We intend that all individuals who contribute to the creation of any of our motion pictures will be required to waive any such moral rights that they may have in the motion picture.

For copyright purposes, publication of a motion picture takes place when one or more copies are distributed to the public by sale, rental, lease or lending, or when an offering is made to distribute copies to a group of persons (wholesalers, retailers, broadcasters, motion picture distributors, and the like) for purposes of further distribution or public performance. A work that is created (fixed in tangible form for the first time) on or after January 1, 1978, is automatically protected from the moment of its creation and is ordinarily given a term enduring for the author's life plus an additional 70 years after the author's death. For works made for hire, the duration of copyright will be 95 years from publication or 120 years from creation, whichever is shorter.

Although we plan to copyright all of our film properties and projects, there is no practical protection from films being copied by others without payment to us, especially overseas. We may lose an indeterminate amount of revenue as a result of motion picture piracy. Being a small company, with limited resources, it will be difficult, if not impossible, to pursue our various remedies.

45

 
Motion picture piracy is an international as well as a domestic problem. It is extensive in many parts of the world. In addition to the Motion Picture Association of America, the Motion Picture Export Association, the American Film Marketing Association, and the American Film Export Association monitor the progress and efforts made by various countries to limit or prevent piracy. In the past, these various trade associations have enacted voluntary embargoes of motion picture exports to certain countries in order to pressure the governments of those countries to become more aggressive in preventing motion picture piracy. The United States government has publicly considered trade sanctions against specific countries that do not prevent copyright infringement of American motion pictures. There can be no assurance that voluntary industry embargoes or United States government trade sanctions will be enacted. If enacted, such actions may impact the revenue that we realize from the international exploitation of our motion pictures. If not enacted or if other measures are not taken, the motion picture industry, including us, may lose an indeterminate amount of revenue as a result of motion picture piracy.(Motion Picture Academy of America, United Drive-In Theater Owners Association and National Association of Theater Owners annual reports 2007, 2008)

Censorship

An industry trade association, the Motion Picture Association of America, assigns ratings for age group suitability for domestic theatrical distribution of motion pictures under the auspices of its Code and Rating Administration. The film distributor generally submits its film to the Code and Rating Administration for a rating. We plan to follow the practice of submitting our motion pictures for ratings.

Television networks and stations in the United States as well as some foreign governments may impose additional restrictions on the content of a motion picture that may wholly or partially restrict exhibition on television or in a particular territory.

Theatrical distribution of motion pictures, in a number of states and certain jurisdictions, is subject to provisions of trade practice laws passed in those jurisdictions. These laws generally seek to eliminate the practice known as "blind bidding" and prohibit the licensing of films unless theater owners are invited to attend screenings of the film first. In certain instances, these laws also prohibit payment of advances and guarantees to film distributors by exhibitors.

There can be no assurance that current and future restrictions on the content of our films may not limit or affect our ability to exhibit our pictures in certain jurisdictions and media.

Labor Laws

We are aware that the cost of producing and distributing filmed entertainment has increased substantially in recent years. This is due, among other things, to the increasing demands of creative talent as well as industry-wide collective bargaining agreements.  Many of the screenplay writers, performers, directors and technical personnel in the entertainment industry who will be involved in our productions are members of guilds or unions that bargain collectively on an industry-wide basis. We have found that actions by these guilds or unions can result in increased costs of production and can occasionally disrupt production operations.  If such actions impede our ability to operate or produce a motion picture, it may substantially harm our ability to earn revenue and result in our business to fail.(Screen Actors Guild Codified Agreement)

We will use non-unionized talent whenever possible to reduce our costs of production.  Notwithstanding, many individuals associated with our productions, including actors, writers and directors, will be members of guilds or unions, that bargain collectively with producers on an industry-wide basis from time to time. Our operations will be dependent upon our compliance with the provisions of collective bargaining agreements governing relationships with these guilds and unions.  Strikes or other work stoppages by members of these unions could delay or disrupt our activities.  The extent to which the existence of collective bargaining agreements may affect us in the future is not currently

46

 
Description of Property

We are presently using office space in Corona, California, provided at no cost by our President.  If we are able to sell all of the offered shares, we may lease office space in the Greater Los Angeles, California area.

Number of Total Employees

Asgaard Media is currently in the development stage.  During the development stage, we plan to rely exclusively on the services of Wm. Alan Pezzuto, Alice Matano, Erin Giudice and Stephen Sallus, our officers and directors, to set up our business operations.  They currently work for us on a part-time basis and whose time and efforts are being provided to Asgaard without cash compensation. Mr. Pezzuto and Mr. Sallus expect to devote approximately 25 hours per week to our business.  Ms. Matano and Ms. Giudice expect to devote 5 hours per week to our business. Messers Pezzuto and Sallus are prepared to dedicate additional time to our operations, as needed.  There are no other full- or part-time employees.  We believe that our operations are currently on a small scale that is manageable by these individuals. There are no other full- or part-time employees.
 
The film production professionals we plan to utilize will be considered independent contractors.  We do not intend to enter into any employment agreements with any of these professionals.  Thus, these persons are not intended to be employees of our company.

Employment Agreements

There are currently no employment agreements and none are anticipated to be entered into within the next twelve months.

Board Committees

Asgaard has not yet implemented any board committees as of the date of this prospectus.

Directors

The maximum number of directors Asgaard is authorized to have is five (5). However, in no event may Asgaard have less than one director. Although the Company anticipates appointing additional directors, it has not identified any such person. Asgaard currently has four directors.

Facilities

Asgaard uses an administrative office located at 1353 Old Temescal Canyon, Suite 129, Corona, California 92881. Office space is currently being provided free of charge at this location by our President. Currently, there are no proposed programs for the renovation, improvement or development of the facilities currently use.

47

 
The Company’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Intellectual Properties

Our Company’s CEO, contributed all right title and interest he held along with all ancillary rights in the following original works written by Wm. Alan Pezzuto: Mountains of Trouble WGAw Reg. # 1000937, Taken By Storm WGAw Reg. # 1000935, Longshot®, Community Challenge® WGAw Reg. # 1283196 and Widow’s Walk WGAw Reg. # 837547. We have not placed any value on these properties due to the additional difficulty and expense of securing appraisals to comply with the American Institute of Certified Public Accountants Statement of Position 00-2.

WGAw is the acronym for the ”Writers Guild of America west”.  This is the guild which represents any/all aspects of writers including but not limited to registration of materials and collective bargaining of/for contracts.  Please visit their website at www.wga.org for further information.  Registration with the WGAw is not the same as maintaining a U.S. registered copyright.  Under U.S. copyright law, all literary works receive copyright protection when a work is complete, registration simply established a definitive date of a work and gives the holder of the copyright the right to, among other things, collect attorneys fees in the prosecution of infringement claims.  Registration with the WGAw does not afford the registrant with a right to collect attorney’s fees but it does establish an objective date of a literary work. The Company has not sought copyright protection on its screen plays at this point because a screen play tends to be revised many times and is generally not complete until production is complete.  Once production is completed on each of its projects, the Company intends to file for copyright protection.

 
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND FINANCIAL DISCLOSURE OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

We are a development stage company and although we have started operations, we have not generated or realized any revenues from our business operations.  Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next months 12. Our auditor's opinion is based on our suffering initial losses, having limited operations, and having limited working capital. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our projects and begin our operations.

We have only three officers and four directors who are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. If they are unable to perform all of their duties adequately any investment made into the Company may be lost in its entirety.

48

 
Limited Operation History; Need for Additional Capital

Asgaard Media was incorporated on January 8, 2008.  As of September 30, 2009, we generated no revenues and incurred $621,722 in operating expenses.  Since our incorporation, we have raised capital through private sales of our common equity and contributions of capital from our President.  Since its incorporation Asgaard has financed its operations through initial limited capitalization and limiting its activities to pre-production. We will need additional capital to produce our projects.

Liquidity and Capital Resources

The realization of revenues in the next twelve months is important to the execution of the plan of operations.  However, we cannot guarantee that we will be able to generate such growth.  If we cannot produce sufficient cash flow or raise sufficient proceeds through the sale of our common shares over the next twelve months we will not be able to continue as a going concern and our business will fail.

We must raise cash to implement our business plan. The minimum amount of funds raised from the offering that we feel will allow us to implement our business strategy is $6,500,000. If we can raise the maximum amount of the offering ($25,000,000), we believe the Company will be able to accelerate the implementation of its business strategy by hiring more experienced marketing and creative consultants.  The Company cannot provide any guarantee it will be able to sell any of its common shares through this proposed offering.

Capital Contribution by Management

Since our incorporation, we have raised capital through private sales of our common equity in the amount of $72,200 and capital contributions from our President, Wm. Alan Pezzuto.  During the nine months ended September 30, 2009, Mr. Pezzuto contributed capital to the company in the amount of $246,202. To date, those funds have assisted in acquiring an interest in the locations to be used in part for the shooting of Mountains of Trouble pre-production of Community Challenge and Between Purgatory and Perdition.
Plan of Operation

For the past 18 months Asgaard Media has been developing various entertainment properties ranging from reality television with a purpose through feature films with a story. At this time it is not possible for the Company to predict, with any degree of accuracy, what priority a particular project will receive if less than all of the proceeds are received in this offering.  The project priority will be based upon the amount of funds received, the length of time it takes to receive funds and the time of year they are received. For example, our Mountains of Trouble project was originally optioned to a studio who budgeted approximately 25 - 30 million dollars.  This was for a feature film presentation with some joint marketing efforts and a fairly well known actor for the main character.  This never came to fruition and our management feels they can produce this project for 3-5 million dollars. The time of year also makes a difference in our priority. Since Mountains of Trouble has winter footage, the cost would be much higher so shoot in the summer, requiring an entire cast and crew to locate in a winter environment in order to shoot.

We have spent approximately 2000 man-hours on our Community Challenge project over the past year. Having been conceptualized in late 2007, we spent much of 2008 laying the groundwork for the first season which we are planning to shoot beginning in the fall of 2009. This season will feature the area of Southern Texas (Orange County) that was devastated by Hurricane Rita and then, as they were cleaning the final trees from their roofs, were hit by Hurricane Ike which, while less publicized due to the lack of political value, was far worse on the region then Rita.
 
Asgaard Media was able to have a team on the ground in Orange County, Texas just hours after their being struck by Ike and was able to capture the heart wrenching reality that is these peoples life.

49

 
In an area that has lost over 80% of its homes and residents due to these two disasters, we look forward to going in and providing both homes and jobs to several hundred people. The trailer for this project is currently available on our website at www.asgaardmedia.com . To date we have spent approximately $86,700 on this project which has included multiple research production trips to the region. We have been able to not only fully develop the series, but also to interview numerous victims, interface with local government and civic organizations in order to determine the most effective manner in which to assist the area. We have also captured footage of the initial damage caused by hurricane RITA as well as by having a production crew on the ground just hours after the more powerful hurricane IKE reached landfall been able to document the continuing battle between man and nature.

We have also been rewriting our Mountains of Trouble script. Originally optioned by SABAN Entertainment in the 1990s’, it has been revamped by the award winning Canadian writer/director team of Francis Testa (from Chicken Soup for the Soul) and Geoff Browne (from Call it Karma) in order to accommodate the changes having taken place over the past 10 years This feature film revolves around an eight year old girl trying to understand not just her place in the family but in her version of social responsibility. To date we have spent approximately $ 63,500 on this project. These funds have allowed us to not only have the script revamp for a more contemporary feel, we have been able to research potential locations as well as probable tax, funding and staffing opportunities in both the U.S. and Canada. This project has been relatively research intensive with regard to regulatory issues given it revolves around both children and non-domestic animals.

Between Purgatory and Perdition , has been in pre-development since the summer of 2008. This story follows the personal journey of several First Nations/Native Americans as they battle the stereotype addictions of drugs and alcohol that to this day are a greater threat to the ultimate survival of their culture than European colonization. Asgaard Media has been fortune in that representatives from various tribes in both the US and Canada who have assisted us in our research. This is an inspirational film focusing on a theme we all experience but at different levels. To date we have spent approximately $ 52,000 on this project. Since beginning this project in 2008 we have been able to establish dialogue with several tribes with regard to being able to address the tragically real issues of drug and alcohol abuse and it associated problems and violence within the Native American community. This at a time when secret/sacred aspects of these people is under attack not only due to hundreds of years of ignorance and prejudice, but also from the more recent envy, brought about by Indian casinos and tax breaks/shelters in a time of national economic distress.

Additional alliances’ have been being worked on over the past year including establishing liaisons with Film B.C. and various Canadian and US film commissions. In April/May of 2009, in anticipation of hard production needs, Asgaard Media entered into a an agreement with Canadian Film Producer Elohim Entertainment, Ltd and their newly acquired subsidiary Independent Productions Co-op wherein they would  assist with the staffing of several of our projects.
 
Notwithstanding the fact that we have begun operations and are in pre-production on three projects, our ability to fully commence operations is entirely dependent upon the proceeds to be raised in this offering. Depending on the outcome of this offering, the Company plans to choose one of the following courses:

50


Plan 1: 25% of Offering Sold. If only 25% of the offering is sold or $6,250,000 is raised in this offering, Asgaard will immediately begin to implement the aforementioned plans to generate business sufficient enough to maintain ongoing operations. This entails continuing pre-production and beginning production on our first and second feature films in order to continue this process Asgaard to use approximately $4,000,000 of the monies allocated toward production, $150,000 allocated to pre-production, $1,000,000 allocated to marketing, and $350,000 allocated to salaries and consulting expenses.

The Company has budgeted $300,000 for general and administrative expenses, which is expected to consist of administrative working spaces, computers, computer peripherals, software, storage cabinets, fax machine, telephone equipment, printing costs, postage, telephone services, overnight delivery services and other general operating expenses.

Asgaard  has allocated $429,000 for general working capital to cover any shortfalls in the categories listed above and to take advantage of any business opportunity that presents itself, including acquisition of intellectual property rights.

The Company believes it will be able to execute the business plan adequately and commence operations as a going concern if 25% of this offering is realized. Asgaard does not, however, expect to generate revenue in the first six months of operation from the date the first funds are received from this offering.

Any line item amounts not expended to their fullest extent shall be held in reserve as working capital, subject to reallocation to other line items expenditures as required for ongoing operations.

Plan 2: 50% of the Offering. In the event 50% of the offering is raised, management will supplement its activities addressed in Plan 1, as delineated above. The Company does not believe it will generate revenues in the first six months of operation from the date the first funds are received. The Company expects to continue to substantially increase its production activities for its second feature film, produce a television production, increase consumer awareness by utilizing the increased allocation for sales and marketing to $2,000,000 for each of its first two feature films, a key factor in developing new business revenues.

The allocation for $300,000 for general and administrative expenses remains constant.

The allocation for working capital increases to $651,500, salaries and consulting expenses increases to $700,000 in anticipation of increasing costs due to the increase in production activity.

The allocation for pre-production expenses increases to $560,000 for our television project and for our third feature film.

Any line item amounts not expended to their fullest extent shall be held in reserve as working capital, subject to reallocation to other line items expenditures as required for ongoing operations.

Plan 3: 75% of the Offering. In the event 75% of the maximum offering is raised, management will supplement its activities addressed in Plans 1 and 2, as delineated above. The Company does not believe it will generate revenues in the first six months of operation from the date the first funds are received. The Company expects to continue to substantially increase its production activities by utilizing the increased allocation for sales and marketing to $4,500,000 for each of its feature films, the first is increased by $1,000,000 the second remains constant and $1,500,000 is allocated to sales and marketing for our third feature film, a key factor in developing new business revenues.

51

 
The allocation for $300,000 for general and administrative expenses remains constant.

The allocation for working capital decreases to $521,500, due to increases in salaries and consulting expenses increases to $1,150,000, increases in pre-production expenses to $750,000 and the increases in sales and marketing expenses set forth above.
 
The allocation for pre-production expenses increases to $750,000 for our television project and for our third feature film.

Any line item amounts not expended to their fullest extent shall be held in reserve as working capital, subject to reallocation to other line items expenditures as required for ongoing operation.

Plan 4:100% of the Offering. In the event the maximum amount of $25,000,000 is raised, the Company still does not expect to generate revenue in the first six months of operation from the date the first funds are received from trust. Under Plan 4, management will supplement the activities addressed in Plan 3, as delineated above.

The allocation for $300,000 for general and administrative expenses, $1,150,000 for salaries and consulting expenses, $750 for pre-production costs, $3,000,000 for production costs for our first feature film, $2,500,000 production costs for our second feature film, and $3,000,000 production costs for our television production all remain constant.

The allocation for marketing expenses for our second film increases to $1,500,000, production expense for our 3 rd feature film increases to $8,000,000 and marketing expense for our third feature film increases to $2,000,000. This increase in expenses related to our third feature film reflects significant improvements to the project from shooting in Super-16 film to 35mm film and enhanced special effects and set expenses.

The decrease in general working capital to $468,000 results from anticipated increases in other costs related to our second and third feature films.
 
Any line item amounts not expended to their fullest extent shall be held in reserve as working capital, subject to reallocation to other line items expenditures as required for ongoing operations.

Asgaard’s ability to commence operations is entirely dependent upon the proceeds to be raised in this offering. If Asgaard does not raise at least $6,500,000 of the offering amount, it will be unable to establish a base of operations, without which it will be unable to begin to generate any revenues. The realization of sales revenues in the next 12 months is important in the execution of the plan of operations. However, the Company cannot guarantee that it will generate such growth. If Asgaard does not produce sufficient cash flow to support Asgaard operations over the next 12 months, Asgaard may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. Asgaard cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue.

52

 
Asgaard management does not anticipate the need to hire employees over the next 12 months with the possible exception of secretarial support should business develop of a sufficient nature to necessitate such expenditure. Currently, the Company believes the services provided by its officers and directors appears sufficient at this time. Asgaard believes that its operations are currently on a small scale that is manageable by these individuals at the present time.

Asgaard has not paid for expenses on behalf of any director. Our management does not expect to incur research costs in the next twelve months; we currently do not own any significant plants or equipment that we would seek to sell in the near future; and we do not have any off-balance sheet arrangements.  Additionally, we believe that this fact shall not materially change.

CHANGE IN DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Asgaard Media has no disagreements with its accountants regarding accounting or financial disclosure matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to Asgaard Media to own more than 5% of the outstanding common stock as of September 30, 2009, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
 
Title of Class
 
Name and Address
of Beneficial Owner
  
Amount of
Beneficial
Ownership
     
Percent
of Class*
 
Common Stock
 
Wm. Alan Pezzuto
2279 Eagle Glen Parkway, Suite 112214
Corona, CA 92883
   
5,000,000
(1)
   
12.33
%
                     
Common Stock
 
 
Stephen J. Sallus
2878 Via Victoria
Palos Verdes Est., CA 90274
   
2,022,500
(2)
   
4.99
%
                     
Common Stock
 
 
Erin Giudice
1240 East Ontario, Suite 102-301
Corona, CA 92881
   
100,000
     
0.25
%
                     
Common Stock
 
 
Alice M. Matano
1240 East Ontario, Suite 102-301
Corona, CA 92881
   
100,000
     
0.025
%
                     
Common Stock
 
Barbara Mitchell
13780 Calle De Los Pinos
Lake Elsinore, CA 92530
   
7,250,000
(3)
   
17.89
%
                     
Common Stock
 
 
Christopher Baker
 c/o NROP
PO Box 4151
Dana Point, CA 92629
   
5,000,000
     
12.33
%
                     
Common Stock
 
 
Douglas Scheving
808 Nelson St.
Vancouver, BC U6Z 2H2, Canada
   
4,000,000
(4)
   
9.87
%
                     
Common Stock
 
 
Merlion Entertainment, Ltd.
808 Nelson St.
Vancouver, BC U6Z 2H2, Canada