Stadium Entertainment Holdings, Inc.

Transcription

Stadium Entertainment Holdings, Inc.
Wakabayashi Fund, LLC presents
Stadium Entertainment
Holdings, Inc.
OTC Ticker Symbol: SEHI
Stadium Entertainment Holdings, Inc.
1745 Broadway, 18th Floor
New York, NY 10019
Telephone: (908) 574-5210
Fax: (908) 320-7157
www.stadiumentertainment.net
We would like to introduce our latest client, Stadium Entertainment Holdings,
Inc. (“SEHI”), a public company (OTC Pink: SEHI) established in 1996 as
Kentucky Telephone A Telecommunications Corp. and headquartered in New
York, NY. SEHI is a multi-faceted entertainment company active in all aspects of
the entertainment industry and specializing in the music industry segment.
SEHI focuses its resources on the business of production, marketing, and
distribution of pre-recorded music products in the United States and globally.
Musical projects produced and distributed by the Company involve high profile
recording artists and includes a designated income stream from record sales for
a worthy and reputable charitable organization.
To date, SEHI has released three projects featuring several Gold and Platinum
artists such as: Kanye West, Ludacris, Snoop Dogg, T-Pain, Mario, Macy Gray
Rascal Flatts, Brad Paisley, Lady Antebellum, Trace Adkins, Dierks Bentley,
Randy Houser, Reba McEntire, Blake Shelton, Montgomery Gentry, Big & Rich,
Jypsi, Keith Urban and Rodney Atkins.
SEHI is well positioned in the music compilation market with a focus on
capitalizing an extensive and powerful network of music industry contacts
including executives, artists, managers, agents, record companies, music
publishers and charities that attract high profile talent as well as corporate
partners. The Company is also building a strong global distribution network.
SEHI’s broad based approach delivers entertainment and intellectual properties
to consumers by creating a network between traditional retail, non-traditional
retail, specialty retail, online download and streaming outlets.
The management team at SEHI has expertise in the music and motion picture
industry, production, distribution, communications, marketing, and sales. The
background of each member of the team combines to create a company with
the competitive advantage it takes to excel in an ever changing entertainment
industry.
Stadium Entertainment Holdings, Inc. is seeking to raise funding of $3M USD.
The proceeds will be used to fund its growth plans.
We are currently presenting Stadium Entertainment Holdings, Inc. to the
professional investment community. If there is any interest on your part, we
would be pleased to provide you with more comprehensive information on the
company for your review and consideration. Thank you for your interest. I will
plan to follow up with you in the very near future.
Most sincerely,
Tadaharu Wakabayashi
Chairman, Co‐Founder, Director
Wakabayashi Fund LLC
4‐13‐20 Mita Minato‐Ku,
Tokyo Japan 108‐0073
T: 81.03.6657.8339 JP
T: 01.914.613.3002 US
E: [email protected]
Stadium Entertainment Holdings, Inc.
1745 Broadway, 18th Floor
New York, NY 10019
Telephone: (908) 574-5210
Fax: (908) 320-7157
www.stadiumentertainment.net
OTC Ticker Symbol: SEHI
CIK: N/A
SIC – Industry Classification:
3652 – Prerecorded records and tapes
Fiscal Year End: 12/31
Last Price: 0.0055 (Jun 13, 2012)
52 Week Range: $0.0041 - $0.25 USD
(Click Here for Latest Quote)
Market Cap: $1.65M (Jun 13, 2012)
Outstanding Shares: 300,000,000
Authorized Shares: 750M
Management:
Camille Barbone – President & CEO
Bill Lomuscio – Secretary, Chief Legal
Counsel
Wayman Jones – SVP of Marketing &
Special Projects
Kristi Mordica – Director of Operations
Legal Counsel:
Giordano, Halleran & Ciesla LLP
www.ghclaw.com
Auditor/Accountant:
Spielman Koenigsberg & Parker, LLP
www.skpny.com
Transfer Agent:
Standard Registrar & Transfer Co., Inc.
www.standardregistrar.com
News:
Cohen Research Initiates Coverage of
Stadium Entertainment (03/14/2012)
Financials:
Annual Report (period ending 12/31/11)
Quarterly Report
(period ending 9/30/11)
Sponsorship:
Wakabayashi Fund LLC
www.wakabayashifund.com
Page 2 of 20
Stadium Entertainment Holdings, Inc., (“SEHI” or the “Company”) is a publicly traded Nevada corporation (OTC Pink:
SEHI) headquartered in New York, NY. SEHI is a multifaceted entertainment company active in all aspects of the
entertainment industry and specializing in the music industry sector. The Company’s primary focus is on the production,
marketing, and distribution of pre-recorded music products by established and top selling recording artists. A unique
aspect of Stadium Entertainment’s business model is a surgical marketing approach that earmarks the donor database of
high profile, national charities as its primary market in exchange for a commitment to earmark a portion of the proceeds
from its star studded compilation releases. This business structure, referred by the Company as "charitainment",
provides a permanent and dedicated income stream to charitable organizations while providing Stadium with a well
defined, loyal and lucrative target market. This unique business model, which allows the Company to produce profit for
itself as well as the society, has been well accepted by industry. Large competitors have now started to follow the trend
of charity initiated by Stadium Entertainment. SEHI continues to build a strong network of music industry contacts and a
management team that will help it to execute high profile projects. The Company targets releasing two titles in 2012 and
intends to increase the number of titles released each subsequent year by one.
SEHI Business Model
Develop an extensive
and powerful
network in music
industry
Launch high profile
musical projects that
include a designated
income stream for
charity
Build a team of
seasoned, experienced
and successful project
managers
Source: Cohen Research
The Company’s mission and approach to the music and entertainment industry is evolving to encompass the innovative
atmosphere that exists today. SEHI understands that the old entertainment business model no longer works and is
dedicated to bringing the business of entertainment into the 21st Century.
SEHI takes on many roles in their multifaceted approach to the entertainment industry and can be described as:

A record company releasing compilations featuring Platinum and Gold selling artists in all musical genres
through exclusive licensing arrangements (SE Group).

A consulting firm offering a full range of entertainment industry services to corporations, small business
operations, consultants, professionals, and the artist community at large (SE Group)
Page 3 of 20

An online digital distribution platform for its own compilation titles as well as the titles of other independent
marketing entities and suppliers having secured end user licenses with over 300 sites, all over the world and
including online digital download giants such as ITunes, Rhapsody, Juno and more. The platform boasts a
comprehensive accounting/royalty system encompassing all regulatory statues and copyright parameters
(Renfield Digital Distribution). Renfield is capable of distributing all forms of new technology media products
including the latest permutation, digi-cards.

A consulting and marketing company specializing in the unique needs of 501c3, not for profit model and fund
raising needs that marries high profile entertainment products with charitable fundraising activities.

A wholesale music outlet offering an extensive catalogue to charities, educational organizations and
corporations interested in using pre-recorded music by high profile, top selling artists as fund raising tools,
value added items and promotional products.

A traditional, brick & mortar music distributor utilizing a national sales team to solicit and pre-recorded
compact disc orders from major retailers such as Wal-Mart, Best Buy, etc. and non-traditional retailers, such as
Casey’s, Big Y and Mapco who have discovered the profitability of selling compact discs at competitive low
pricing.

A talent acquisition firm for major International concert promoters in Australia and New Zealand.

A consulting and marketing company specializing in outreach to student populations at the high school and
college level.
SEHI’s Services
Through its subsidiary, Stadium Entertainment Corp, the Company provides pre-recorded music compilations in the
form of compact discs, digital downloads, digi-cards, mobile phone technology and mp3 files as well as through licensing
arrangements with copyright and master recording owners. SEHI distributes its products through third party vendors
that distribute pre-recorded music to traditional retailers; and digital music through the Internet to digital music
retailers worldwide. Through its distribution arm, Stadium Distribution, the Company services traditional and nontraditional retail outlets throughout the US and Canada as well as online music retailers around the globe. Through
Renfield Digital, SEHI provides digital distribution with a worldwide coverage of over 300 leading websites. Additional
services provided by the Company include: consulting services to entertainment entities, such as independent record
companies, business devlopemnt, artist management, production companies, music publishers, concerts, and promoters;
and marketing services. In addition, the Company believes that providing music and industry solutions that are in
tandem with current times has great potential. Continuing creative innovation will establish a unique footprint within
the entertainment industry.
Page 4 of 20
SEHI Services
Release Music
Compilations
Entertainment
Consulting and
Marketing
Services
Wholesale
Music
Distribution
SEHI
Services
Talent
Acquisition
Firm
Online Digital
Distribution
Traditional,
brick & mortar
Music
Distribution
Source: Cohen Research
In addition to these services, SEHI also seeks to help charitable organizations, schools and foundations in their fund
raising campaigns by providing an array of entertainment, value added bonus and fund raising tools. The Company has
developed many entertainment themed programs, musical titles, DVDs, films and specialty items that will bolster raising
capital for these organizations.
SEHI Music Projects
Since its inception, the Company has released three projects. The first Stadium project was titled ‘True to the Game’. This
music compilation featured high level hip-hop/ urban artists such as Kanye West, Ludacris, Snoop Dogg, T-Pain, Mario
and Macy Gray. A percentage of the earnings from this project were distributed to benefit the Negro League Baseball
Museum.
Page 5 of 20
First Project: ‘True to the Game’
Stadium Entertainment’s second project was ‘My Country Smash Hits – 1’, featuring 14 gold and platinum selling artists
such as Rascal Flatts, Brad Paisley, Lady Antebellum, Trace Adkins, Dierks Bentley, Randy Houser, Reba McEntire, Blake
Shelton, Montgomery Gentry, Big & Rich, Jypsi, Keith Urban and Rodney Atkins. The project benefits the Fisher House
Foundation. The huge success of the first compilation in this series encouraged the Company to release ‘My Country
Smash Hits – 2’ in August 2011. This project features 16 gold and platinum selling artists performing their hits, including
Rascal Flatts, John Michael Montgomery, Brad Paisley, Collin Raye, Reba McEntire, Jeremy McCombs, The JaneDear Girls,
Blake Shelton, Miranda Lambert, Jason Sturgeon, Montgomery Gentry, LeAnn Rimes, Martina McBride, Rodney Atkins
and Kenny Chesney. The CD package features original cover artwork by Doonesbury creator, Gary Trudeau and a special
message from General Richard Meyer, former Chairman, Joint Chiefs of Staff.
Second Project: ‘My Country Smash Hits’
Going forward, the Company expects to release the Volume 3 of My Country Smash Hits in August 2013. Also,
management is confident that it will release the first volume of a new compilation series benefitting and musically tying
into the Latin American music market. It also intends to release a third title for the year which will liaise with a Global
charitable foundation and incorporate music by high profile artists from the U.S, Canada and Europe.
Other Services Provided by SEHI Include:
Administration

Label set up

Direct Response Fulfillment

Creative Services and Art Direction
Page 6 of 20

Production Coordination
Marketing Plans and Implementation

Retail

Alternative Media (Billboards, taxi signage, etc.)

Corporate tie-ins cross promotions and sponsorship solicitation

Research

Direct Response Testing

Initial Launch - Product Positioning and Placement

Internet
Advertising

Television, Print, Radio and Internet - Affordable and Preferred Rates (Spots or Non-Working Media)

Media Plan creation

Ad production

Banner Ad creation

Print Ad artwork

Consumer Advertising

Media/Ad Buys and Positioning
Radio Promotion-Full Service

All radio formats

Urban, Urban AC and Rhythmic specialists

Contest and Giveaway set up

Corporate tie-ins and Special Promotional Events
Publicity

High End

Budget
Page 7 of 20

Artist or Project Driven
Legal

Contract Negotiations

Litigation
Distribution
SEHI offers everything the professional needs for success in the "new" music marketplace and addresses real concerns
for cost; production coordination, studio and mastering services, graphics design and layout, manufacturing, sales tools
and solicitation, merchandising, inventory control, picking, packing, shipping and returns processing. Stadium has
everything that distribution companies such as Fontana (Universal) and Red (Sony) offer its roster of labels but at a
lower price and with a high level of customer service and industry transparency.
SEHI independently distributes its products through its independent sales team, F&M Merchants. The Company’s
products are stocked by retailers such as Wal-Mart, Target, and Best Buy and they also reach nontraditional retail
outlets such as Caseys, Valero’s Gas Stations, Mapco, and Winn Dixie, Echobridge rack accounts, Seven-Eleven and more.
It’s titles in digital form and for streaming are distributed via SEHI’s digital distribution division, Renfield Digital, via the
Internet to top digital music retail and streaming sites, throughout the world. It distributes products produced by
independent entertainment companies as well as its own titles to sites including ITunes, Rhapsody, UTube, Juno and
more.
Consulting services are distributed in person, telephonically, on line, in writing, via DVD or other multimedia vehicle.
Competition
Sale of pre-recorded music is dominated by the major record companies and their subsidiaries. These competitors are
well-established in the market and have significantly greater financial resources, control the highest selling artists and
larger music catalogs than SEHI. In recent years, although late to ride the crest of the technological and digital wave due
to their bloated size, heavy staffing and slow to respond reflexes, the major record companies have made a strong
commitment to digital download delivery and streaming methods for pre-recorded music. They have downsized their
manufacturing and distribution operations sighting the decrease in retail sales outlets carrying compact discs. However,
SEHI believes that a decrease in CD stock at major retail outlets is predicated by high major record company pricing
strategies.
The Company also competes with other significant independent record labels and entertainment companies, some of
which have been in existence for a longer period of time.
Further, major record companies sighted the growth of high speed internet usage as additional support for their
decision to downsize compact disc sales and put more emphasis on digital download delivery methods. While the
strength of digital download delivery methods cannot be disputed the continued need for compact disc sales is
supported by the facts surrounding the use of and access to home based high speed internet which is essential to fast
and high quality digital download consumer experiences.
In addition, major record companies have begun to embrace streaming, a form of data sharing as a source of additional
income via subscription fees and advertising income Streams.
Page 8 of 20
Finally, SEHI faces intense music industry and other entertainment/multimedia competition for discretionary consumer
spending. Many of its current and potential competitors in the music entertainment and online information services
businesses have longer operating histories, significantly greater financial, technical, and marketing resources, greater
name recognition, and larger existing customer bases at this point in time.
According to the Pew Internet & American Life Project that tracks high speed access in U.S. homes, 47% of American
households have high-speed internet access (February, 2011). The 50% of U.S. households that do not have access to
high speed internet and continue to buy compact discs providing that they are readily available and competitively priced
represent one of SEHI’s strongest niche markets and consumer groups. Enter the non-traditional music retailer; the
supermarkets, chain gas stations and convenience stores who are stocking and successfully selling compact discs by
displaying them in high traffic and visible store locations and pricing them between $5.00 and $10.00 per unit. In
addition, innovative retailer/rack jobbers such as Echobridge are “leasing” floor space in major chain box stores such as
Wal-Mart, erecting their own display racks and stocking compact discs by major artists and when record companies
agree to the right pricing strategy.
SEHI is positioned competitively in several ways:

It controls all aspects of its operation and related costs; manufacturing, shipping, inventory management
advertising and retail relations

Its size and infrastructure enables fast and efficient reactions to market trends, promotional efforts, advertising,
and inventory control.

It maintains a small but well-connected core team of managers who initiate, implement and facilitate all aspects
of the business model and have access to top talent, high level industry executives as well as seasoned and
successful independent consultants to employ on in-house projects and business to business projects.

It outsources services such as public relations, social network administration, sales, retail relations, and
promotion on an “as needed” basis, cutting overhead and controlling cash flow.

It licenses master recordings produced by major labels for a fraction of the label’s cost to actually produce the
artist and his or her music.

It has access to preferred pricing on major record label catalogues, budget lines and new releases and deep
discounts offered by major record companies due to their shift to digital music delivery and download methods.

It has secured the services of a national sales team who specialize in non-traditional retail outlets such as
supermarkets, gas station chains, convenience stores, and specialty stores throughout the United States and
Canada as well as traditional stores such as Best Buy, Wal-Mart, K-Mart, etc.

It has a strong presence in the digital music delivery and downloads methods including streaming through its
digital distribution division, Renfield Digital.

It has and continues to develop business to business relationships with companies, charitable organizations, and
schools interested in using compact discs as fund raising tools, value added items and giveaways.

It’s pricing is competitive and return policy is as liberal as major record companies
SEHI’s ability to compete successfully will largely depend on additional investment and its ability to build upon and
maintain its business model and reputation for quality music entertainment products at reasonable prices as well as
making certain that its products are acceptable and compatible to and with consumers.
Page 9 of 20
Cohen Growth Drivers and Financial Forecasts
Cohen Growth Driver Analysis – Base Case
Annual Revenues, Margins, Assets, Turns
all figures in $ million; unless
otherwise mentioned
2010
Net Revenue
0.2
Operating Margin
-393.9%
Net Margin
-508.4%
EPS - Diluted
(0.00)
EBITDA
(0.7)
Free Cash Flow
(0.7)
Cash and Equivalents
0.2
Working Capital
(1.2)
Total Debt
2.5
Total Assets
0.4
DSO
236.9
2011E
0.4
-175.3%
-175.3%
(0.00)
(0.6)
(0.2)
0.0
(1.6)
2.5
0.2
91.3
2012F
5.4
39.8%
27.4%
0.00
2.7
(2.2)
0.0
0.2
1.9
3.9
91.3
2013F
15.0
51.2%
43.6%
0.02
8.7
2.8
2.4
2.6
1.6
10.8
91.3
2014F
29.9
54.9%
49.5%
0.05
17.9
10.4
12.4
6.2
1.3
26.6
91.3
2015F
44.9
56.3%
51.8%
0.08
27.2
19.9
31.9
9.6
1.0
51.1
91.3
2016F
53.9
56.6%
44.4%
0.08
32.8
22.2
53.9
11.6
0.8
75.6
91.3
2017F
59.3
56.6%
41.5%
0.08
36.2
24.2
77.9
12.7
0.6
100.6
91.3
Percentage Change in Annual Revenues, Margins, Assets, Turns
2010
2011E
2012F
2013F
Revenues
100.0% 1450.0% 175.0%
Operating Margin
-55.5% -122.7%
28.7%
Net Margin
-65.5% -115.6%
59.3%
EPS - Diluted
-31.1% -337.3% 338.2%
EBITDA
-11.0% -533.0% 225.0%
Free Cash Flow
-75.9% 1194.2% -227.8%
Cash
-97% 690.6% 6450.2%
Working Capital
38.4% -115.1% 980.9%
Total Debt
0.0%
-25.0%
-14.3%
Total Assets
-52%
2083%
179%
DSO
NM
0.0%
0.0%
2014F
100.0%
7.3%
13.6%
127.2%
107.2%
274.6%
412.9%
135.4%
-20.0%
145%
0.0%
2015F
50.0%
2.5%
4.7%
57.0%
51.4%
91.9%
158.4%
54.1%
-20.0%
92%
0.0%
2016F
20.0%
0.6%
-14.4%
2.7%
20.7%
11.7%
68.8%
21.2%
-20.0%
48%
0.0%
2017F
10.0%
0.0%
-6.3%
3.0%
10.5%
8.8%
44.4%
10.2%
-25.0%
33%
0.0%
Source: Cohen Research
The Cohen Growth Drivers Model is an intelligent road map used by many securities analysts to analyze the forecasted
growth of a given company. As the Company continues to grow the number of projects released under its record label, it
will strengthen its foothold and improve its brand recognition. Targeted marketing, strengthening of its distribution
network and a huge network of music artists are projected to ensure that SEHI will be able to expand its geographical
presence and its brand recognition. Management believes that it will start generating significant revenues once it invests
in additional projects, marketing and promotion of its labels. Other services offered by the Company are projected to
further expand its top-line.
SEHI has to incur costs for music licensing, marketing, production and distribution. These are directly linked to the
number of projects produced by the Company. Additionally, the Company needs to invest significant capital in creating
awareness about its brand and developing its contacts with agents and artists. Other costs include salaries to staff and
infrastructure up-gradation costs. Being variable in nature, these costs are likely to increase at a rate slower than the
growth of the Company’s top-line, resulting in higher operating margins. This is evident by the fact that the Company has
been able to significantly reduce operating costs by over 70% in year two of operations. Higher margins coupled with
lower levels of investment, are projected to result in larger cash profits and free cash flows. This will allow the Company
to provide higher returns on investment to its shareholders.
There is significant top line leverage in the Company’s business model. In addition to the Base Case forecasts, they have
prepared financial forecasts under two additional scenarios, the Optimistic Case (aggressive top-line growth) and
Pessimistic case. The exhibit below shows revenues and earnings assumptions under all three forecasted scenarios:
Page 10 of 20
Revenue Forecasts – All Scenarios
Revenues - All Scenarios
80.0
70.0
in $millions
60.0
50.0
40.0
30.0
20.0
10.0
-
2010
2011E
2012F
Optimistic Case
2013F
Base Case
2014F
2015F
2016F
Pessimistic Case
Source: Cohen Research
Earnings Forecasts – All Scenarios
Earnings per share - All Scenarios
0.12
0.10
in $
0.08
0.06
0.04
0.02
2010
2011E
2012F
2013F
2014F
2015F
(0.02)
Optimistic Case
Base Case
Source: Cohen Research
Page 11 of 20
Pessimistic Case
2016F
Value Proposition
SEHI is expected to generate substantial revenue from sale of its music compilations through various platforms and
mediums. The Company intends to provide an immersive experience through targeted music compilations. It has built a
strong working knowledge of the several music genres with a focus on ‘charitainment’.
SEHI’s Growth and Value Drivers
Scalable Business
Model
Multiple Revenue
Streams
Superior
Understanding of
the Audience
Choice
Favorable Industry
Dynamics
Strong Network
with Artists and
Agents
Experienced
Management Team
Source: Cohen Research
Investment Opportunity
Stadium Entertainment Holdings, Inc. is seeking to raise funding of $3M USD. The proceeds will be used to fund its
growth plans.
Use of Proceeds
Product Acquisition
(5 new projects in next 24 months)
Marketing & Promotion
(for ongoing and new products/titles)
Operational Costs
(salaries, office overhead, travel, licenses, insurance, etc.)
Corporate Public Relations & Publicity
Working Capital and Debt Service
Page 12 of 20
Percentage of Proceeds
$750,000
25%
$1,500,000
50%
$450,000
15%
$150,000
$150,000
5%
5%
Financials
STADIUM ENTERTAINMENT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
December 31, 2011
Assets
Current
Cash
Accounts receivable, less allowance for returns of $19,345
Inventory
Other receivables
Employee Advances
Artist advance royalties recoupable within one year
Total current assets
Artist advance recoupable after one year
Total Assets
Liabilities
Current
Accounts payable and accrued expenses
Accrued payroll
Royalty payable
Accrued interest
Loan payable
Total current liabilities
Total liabilities
$
$
$
$
$
$
810
58,034
21,040
----30,050
20,000
$
129,934
$
20,000
$
149,934
$
$
$
$
$
1,088,255
180,000
11,905
501,500
2,500,800
$
$
4,289,160
4,289,160
Stockholders’ equity (deficit)
Common Stock (par value $0.001; 300,000,200 shares issued and outstanding at par value)
Additional paid in capital
200
0
Total stockholders’ deficit
(4,139,426)
Total liabilities and stockholders’ equity
$
Page 13 of 20
149,934
STADIUM ENTERTAINMENT HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For the three month period ending December 31, 2011
Revenue
Sales
Release of advance
$
44,504
-------
$
44,504
$
$
$
0
0
3,000
Total cost of sales
$
3,000
Gross profit
$
41,504
$
55,258
Total operating expenses
$
55,258
Loss from operations
$
(13,754)
$
(136,181)
Total other expense
$
(136,181)
Loss before income taxes
$
(149,935)
Net loss
$
(149,935)
(Loss) per common share
$
(0.00)
Total revenue
Cost of sales
Product Cost
Licensing Fees
Non-recoupable product costs
Operating expenses
Selling, general and administrative expenses
Other expenses
Interest expense
Weighted average shares outstanding
162,000,400
Page 14 of 20
STADIUM ENTERTAINMENT HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Month Period Ending December 31, 2011
Cash Flows from operating activities
Net Loss
Adjustments to reconcile net loss to net cash
Used in operating activities:
(Increase) decrease in:
$
(149,935)
-
$
$
$
(58,034)
(0)
(0)
$
$
$
$
(1,088,255)
180,000
501,500
0
$
1,769,755
Proceeds from loan payable
$
(1,759,577)
Net cash provided by financing activities
$
(1,759,577)
Net (decrease) increase in cash
$
(4,684)
Cash, Beginning of Period
$
5,494
Cash End of Period
$
810.00
Accounts receivable, net
Loan receivable
Other receivables
Increase (decrease) in:
Accounts payable & accrued expenses
Accrued payroll
Accrued interest
Deferred income
Net cash used in operating activities
Cash flows from financing activities:
Page 15 of 20
Page 16 of 20
Management
Camille Barbone, Co-Founder and President
Camille directs all the company’s operational activities and finances. Her recent accomplishments span over 35 years in
the business and include:

Vice President; General Manager of Winedark/Fontana Universal Distribution supervising operational,
administrative, budgetary and departmental activities and taking the company from a “start up” to more than $3
Million in Gross sales in just 10 months.

Vice President Artist Relations and General Management for Aezra EMI Records coordinating the efforts and
activities derived from its $9 Million dollar budget.

Discovering, developing, managing and signing Madonna to her first recording contract.

Providing promotion, development, production, sales and marketing services to various clients including Arista,
MCA, and Universal, Warner Brothers, Disney Music Publishing, SESAC, Warner Chappell Music, Atlantic, TVT
Records and more.

Owning and operating two well-known recording studios – Gotham Sound Studios in New York City, and Long
View Farm Studios, a residential recording facility located on a 120-acre farm in rural Massachusetts. With
clients such as The Indigo Girls, Geezer Butler of Black Sabbath, The Rolling Stones, Aerosmith, Michael Bolton,
and Living Colour.

Coordinating and producing major musical concerts and series such as the American Express Songmasters
Inside-Out series featuring gold and platinum-selling artists, the Gospel segment of Woodstock '94, two concerts
at the 2002 Olympics in Salt Lake City for the Coca Cola Company and three performances at the 2003 Gravity
Games.

Serving on the staff and teaching at the City University of New York/Baruch College for five years and creating
and launching its Entertainment Marketing Department and Internship program.

Acting as music supervisor for key motion pictures and has placed songs and music in films by Steven Spielberg,
Wes Craven, Disney, Miramax Films, and Cinepix.

Holding key positions as Production Director for Columbia/Epic, Director of New Release Production for
Phonogram/Mercury and Director of Artist and Repertoire for Buddah Entertainment

Earned a Masters Degree in Psychology from University of New Hampshire
Wayman Jones, VP of Promotion
Wayman Jones has over 25 years experience in the music industry, with experience in promotional and marketing areas
for new and established artists. Wayman maintains and is constantly developing close working relationships with key
radio, video, artists and producers in a variety of musical genre through overseeing radio campaigns and special
promotions for Stadium and, its associated labels. He has excelled as a senior manager and team leader for national and
international promotion, marketing and artist development campaigns. He is skilled in developing project budgets and
achieving targeted goals for his clients. He continues to quarterback radio projects, hire and coordinate independent
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field personnel in key geographic locations and servicing all new media for major and independent labels through
Gravity Entertainment, a company he founded in 2005. His accomplishments include:

Serving as head of the Urban Music Department for Warner Bros Records, where he managed all operational
phrases of each promotional and marketing campaign for signed artist as well as subsidiary and distributed
labels. He handled all l budgetary and personnel departmental decisions and also exercised voting status in
Urban A&R artist signings.

As the Sr. Vice President of Urban Music for Dreamworks Records, he directed a staff of 16 in all phases of
promotion and marketing activity for signed artists and the roster of all distributed labels. In addition, he
developed and organized the company’s first "Street Team," a practice and innovation that spread throughout
the industry.

While working at Motown Records he served as its Sr. VP of Promotion and Marketing, Motown and Mercury
Records where he conducted and coordinated promotion/marketing strategies and coordinating a staff of 19.

As Sr. VP of Urban Promotion for Virgin Records, Wayman developed and implemented radio, video and "street"
campaigns for all scheduled artist releases and through his department coordinated Artist Development
activities with his Pop promotion counterpart.

Rose to VP of R&B Promotion for PolyGram Records after being hired as a Regional Promotion Manager, and an
interim term as its National Promotion Manager before ultimately running the department. During his tenure,
Wayman directed a field promotion staff of nine and worked closely with the Artist Development and Publicity
Departments.

As National Promotion Manager for Arista Records responsibilities included promotional activity for the
geographical area from Boston, MA to Virginia, NY to Ohio where he managed all promotional activities for the
R&B Department.
Kristi Mordica, Director of Operations
Kristi handles the inner workings of Stadium Entertainment; all aspects of operations and acts as a liaison between
Stadium and the numerous outside vendors, consultants, artists, record companies and managers doing business with
the company. She is a "hands on" staff member who has crossed over from the creative side of entertainment into the
business side with the essentials; energy, passion, dedication and amazing people skills.
Prior to joining Stadium Kristi Mordica led a successfully diverse life as an actress, performer, vocalist, backup singer,
film consultant, horse trainer and a professional rodeo competitor.
She was the "girl singer" fronting Pete Fountain's orchestra in New Orleans, toured sketch comedy with the "Sheffield
Ensemble Theatre, tutored Dustin Hoffman to give his character "Dorothy" her southern accent and Dustin his Academy
Award winning performance in "Tootsie", has appeared in the recurring role of Fabrezio on "As the World Turns", was
on scholarship with Paramount Studios with Dan Fosse and appeared in Paramount films "Walk Me to the Distance"
with Francis Sternhagen and "The Long Walk Home". Kristi and her rodeo horse, Reba, starred in the award winning
Discovery Channel documentary, "Horse", which has aired on the channel over 30 times. She has performed all over the
United States; New York's Minskoff Theatre, Lincoln Center, Ford Theatre, Chicago Institute of Arts and has performed
for two U.S. presidents. Kristi has competed in rodeos all across the West as a barrel racer. She has had great success in
training horses, specializing in the hard to train and rehabilitation for all breeds. She has rescued more dogs, cats and
horses than she can count.
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It is this diversity and passion for life that makes Kristi an asset to Stadium and a valued member of the team.
Almen Jones, Director of Talent Acquisition & Internet Marketing Media
Almen blends his considerable musical and engineering skills with his superb computer skills. As a recording engineer
for Premier Studios in NYC, he conducts sessions and prepares studios for use by its chief engineer. He is well versed in
sound design, microphone usage and studio set up. He has a command of all recording and video computer systems such
as Pro Tools, Logic Studio, Steinberg Nuendo 4, PEAK, Reason 5.0, Scratch Live plus Plug-ins, Sonar 7, Cool Edit, Fruity
Loops 10XL, Pod Casting, Motion, Final Cut Pro 7, Adobe CS5, Photoshop, Flash, Dreamweaver, Illustrator Ad Design
Apps, Tiger/Panther/Snow Leopard Applications, Imovie, Bento, Aperture 3, Final Cut Pro and green screen. As a
producer and musician, he arranges music and consults to numerous Internet music sites.
Almen formed DJ Bhrama Bull Productions, operating in conjunction with Renfield-Stadium projects, as an alternative to
conventional multimedia production and video editing. His clients include Sony Music, Philadelphia International,
Mayback Music, Atlantic Records, Interscope and more. He administers to a large database of unsigned artists and is well
versed in "grassroots marketing" techniques using new technologies. Under Bhrama, Almen established Mixtape
"watermark" and "skin a maxx" series.
Past work experiences include engineering and assistant positions at CRB Studios in NYC, Firehouse Recording in
Pasadena, CA, Pookie Studios and Larabee Studios in LA. He has worked on projects for Earth, Wind & Fire, Sean Price,
The Diplomats, Boot Camp Click, Lil' Kim, Daddy Yankee, Don Omar, N.O.R.E, Pitbull, Brian McKnight and more
.
As studio peeps go, Almen is ahead of most with his set of skills and familiarity with studio consoles such as Amek 9098i,
SSL J 400G-9000L console series, Neve 88R, Neve VR60/36, Foley/ADR-Pro Control, Control 24 and Digi Icon. He knows
his way around recording systems too; Tascam MX2424, Tascam CDR W5000, Tascam DM 3200 and DA Systems and
Otari's MTR Alignment. As far as plug ins and peripherals go, Almen can keep you on the right tip with skill sets for plug
ins such as Auto Tune EVo, Sonnox Oxford Elite, Waves SSL/Platinum/m/Massive, Focusrite d2/d3, Scarlet Suite, TRacks 3, Fairchild 660/670, Purple Audio MC77, Maserati Collection V7, Eddie Kramer Collection, Chris Lord Suite, GTR
3.5 and TH1. Peripheral knowledge includes Digi 001/002/003, MPC 60-400, Lexicon PCM Systems, CD.Turntable/MIDI,
Korg, Roland Ensoniq, Yamaha Keyboard sequencing, Focusrite Outboards, Duende DSP and Yamaha keyboards.
Page 19 of 20
About Wakabayashi Fund LLC
Wakabayashi Fund LLC., a private equity and consulting firm with offices in Tokyo, Japan and New York, NY, provides
corporate capitalization and institutional investor relations consulting services. Wakabayashi Fund may invest on a
principal basis and acts in an agency capacity to procure capital for both profitable and emerging small-cap companies,
identifying institutional funding sources for its clients and further develops the investor relations activities. Corporate
development, short term and long term financing, institutionally driven sponsorship, and management consulting
services are our areas of expertise. For further information on the company please visit www.wakabayashifund.com.
Disclaimer
Any data, estimates and opinions expressed herein has been obtained from sources that we believe to be reliable and
reflect our judgment. We do not guarantee its accuracy and such information may be incomplete or condensed and
subject to change without notice. Neither the information nor any opinion expressed shall be construed as, or constitute
to be, an offer to buy or sell securities, or any options futures or other derivatives related to such securities ("related
investments"). This is not an investment recommendation. We are biased and not independent in this report. This
material is not intended for public consumption, distribution or reproduction. Stadium Entertainment Holdings, Inc. has
accumulated substantial deficits since inception ($2,500,800), has a negative net worth (Stockholders Equity), default on
loans ($1,800,800), a nominal cash position, items in collection and no revenue or nominal revenue in the most recent
quarter.
Wakabayashi Fund LLC and its affiliates do own shares of Stadium Entertainment Holdings, Inc. and has been
compensated 4,761,904 shares of common stock and will sell. Although Wakabayashi Fund, LLC does not believe that its
activities come within the purview of Section 17 (b) of the Securities Act of 1933, in an abundance of caution and in the
intention of full disclosure, we call the reader’s attention to the fact that Wakabayashi Fund, LLC may receive investment
banking consulting fees. Wakabayashi Fund, LLC. Its officers, directors, affiliates or employees may have a long / short
position in any securities of the issues. Wakabayashi Fund, LLC or its affiliates may from time to time perform services
for or solicit investment banking consulting services or other business for Stadium Entertainment Holdings, Inc. This
report has been authorized and approved by Camille Barbone, CEO of Stadium Entertainment Holdings, Inc. on
(4/18/2012).
NOTICE OF CONFIDENTIALITY
The information contained herein is intended only for the confidential use of the recipient. This document is not to be
reported or copied or made available to others. If the reader of this message is not the intended recipient, or person who
is responsible for delivering this information to the intended recipient, you are hereby notified that you have received
this communication in error, and that any review, dissemination, distribution, or the copying of this communication is
strictly prohibited. If you received this in error, please notify the sender immediately by telephone at +01.914.613.3002
or [email protected] and destroy this e-mail message. To be removed from this distribution or any further
information, contact Wakabayashi Fund LLC at [email protected] or fax to 646.514.1601.
For Further details / clarifications please contact:
Tokyo Office:
4-13-20 Mita Minato-ku
Tokyo Japan 108-0073. +81 03 6657 8339
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110 Wall Street, 11th FL
New York New York 10005 +01 914 613 3002
Website: www.wakabayashifund.com
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