Adrenaline Nation Entertainment, Inc

Adrenaline Nation Entertainment, Inc.

INFORMATION STATEMENT

Pursuant to Rule 15c-211 under the Securities Exchange Act of 1934

May 3, 2005

Adrenaline Nation Entertainment Inc. A Tennessee Corporation

2729 Via Murano #436 Clearwater, FL 33764

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the date of this information Statement, is as follows:

Common Stock, $0.001 par value 20,000,000 Preferred Stock, $0.001 par value 10,000,000

(CUSIP #) (Trading Symbol)

00725F 10 0 ADNL

1 CURRENT INFORMATION REGARDING

ADRENALINE NATION ENTERTAINMENT Inc. A Tennessee Corporation

This information is furnished pursuant to Rule 15c-211 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The items and attachments generally follow the format set forth in Rule 15c-211, as amended.

No dealer, salesman or any other person has been authorized to give any information, or to make any representations, not contained herein in connection with the issuer. Such information or representations, if made, must not be relied upon as having been authorized by the issuer, and:

Delivery of this information file does not at any time imply that the information contained herein is correct as of any time subsequent to the date first written above.

Item 1. EXACT NAME OF ISSUER AND ITS PREDECESSOR

The exact name of the issuer is Adrenaline Nation Entertainment Inc. (“Symbol- ADNL”, the “Company or “issuer”). The issuer was organized under the laws of the State of Tennessee on September 25, 2002.

Predecessor’s REV TV, INC., MirKat Media Inc., Meelick Acquisition Corp.

Item 2. ADDRESS OF THE PRINCIPAL OFFICES

The issuer maintains it principal executive offices at:

4114 Sunray Drive Holiday, FL 34691 Phone: 727-531-6054 Fax: 727-531-6054 WEBSITE: www.adrenalinenationtv.com Customer service- [email protected]

Item 3. ISSUERS STATE AND DATE OF INCORPORATION

The issuer was incorporated in the State on Tennessee of September 25, 2002.

Item 4. THE EXACT TITLE AND CLASS OF EACH OF THE SECURITIES OUTSTANDING:

2 Two classes of stock are authorized: A. Common Stock Common Stock Authorized: 20,000,000 Common stock: Issued: 8,756,433 Free Trading Common Stock: 3,127,660

B. Preferred Stock Preferred Stock Authorized: 10,000,000 Preferred Stock Issued: 10,000,000 Free Trading Preferred Stock: 0

The Cusip # 00725F 10 0 The Trading Symbol is: ADNL

ITEM 5. THE PAR OR STATED VALUE OF EACH SECURITY:

The Par value of both the Common stock and Preferred Stock is .001 per share.

ITEM 6. THE NUMBER OF SHARES OR TOTAL AMOUNT OF SHARES OR TOTAL NUMBER OF SHARES OR TOTAL AMOUNT OF THE SECURITIES OUTSTANDING AND A LIST OF SECURITIES OFFERINGS IN THE PAST TWO YEARS:

A. As of September 30, 2004 20,000,000 authorized shares of Common Stock 8,557,423 Outstanding shares of Common Stock held by 65 shareholders 2,500,000 free trading shares (Public Float)

B. As of December 31, 2004 20,000,000 authorized shares of Common Stock 8,557,423 Outstanding shares held by 65 shareholders 2,536,800 free trading shares (Public Float)

C. As of March 31, 2005 20,000,000 authorized shares of Common Stock 8,756,433 outstanding shares held by 66 shareholders 3,127,660 free trading shares

E. Offerings:

Beginning January 1, 2003 the company privately offered a Rule 504 D and the Company sold 70,000 shares of common stock at 25 cents for a total of $ 17,430 dollars. The offering was closed on May 31, 2003.

The Company filed form D with the SEC in Washington, DC and subsequently sold shares of less than fifteen people in the State of Tennessee and was exempt from registration under the State of Tennessee Securities act of 1980.

3 Shares issued for services are as follows:

Chuck Bednarek------Production Services------10/3/2003------100,000common Tom Allinder------PR Services------10/3/2003------98,453common Michael Mills ------Legal Services------10/3/2003------25,000common Steve Brown -- Host Services(Hosting the TV show)-10/3/2003---50,000common Danilo Cacciamatto ----Accounting Services------10/3/2003------556,860common Rick Daniels------Legal Services------10/3/2003------50,000common 3/31/2005------256,723common Dean Sickler ------Set Design Services------10/3/2003------15,000common Alan Weiss------Photography Services-----10/3/2003------2,000common Marc Durham ------Music Services TV Scoring-10/3/2003------1,000common Robert Resnik ----- Professional services Consulting-10/3/2003---10,000common Bill Walker------DVD Manufacturing------10/3/2003------25,000common SR Financial ------Professional Services------12/1/2003------800,000common Dennis Atkins----Professional services Accounting-12/1/2003----398,020common &10/3/2003---1,700,000 preferred All of the above shares are restricted.

Tom Allinder------PR Services------9/26/2002------98,453common Rick Daniels------Legal Services------9/26/2002------50,000common

All of the above shares are free trading.

Item 7. THE NAME AND ADDRESS OF THE TRANSFER AGENT:

Securities Transfer Corp. 2591 Dallas Parkway Suite 102 Frisco, Texas 75034 Phone: 469-633-0101 Fax: 469-633-0088 Email: [email protected]

The Transfer Agent is registered under the Securities Exchange Act of 1934. The transfer agent’s regulatory is the Securities and Exchange Commission.

Item 8. THE NATURE OF THE ISSUERS’S BUSINESS:

A. Adrenaline Nation Entertainment, Inc. operates as a 24/7- entertainment network. Adrenaline Nation provides viewers with some of the most exciting innovative original and bold lifestyle programming in the areas of music action and adventure sports and independent movies. Our programming targets the highly sought after 18-49 year old audience.

The form of organization is a Corporation. On April 13, 2005 REV TV Inc. changed its name to Adrenaline Nation Entertainment, Inc. a Tennessee Corporation. The issuer was organized

4 on April 27, 1997 under the laws of the State of Delaware on April 27, 1997 under the name Meelick Acquisition Corp. On September 25, 2002 MirKat Media, Inc was organized under the laws of the State of Tennessee. On September 23, 2002, Meelick Acquisition Corp. entered into a Securities Purchase Agreement and Plan of Reorganization whereby it agreed to issue 2,000,000 shares of its Common Stock, par value $.001, for 100% of the outstanding capital shares of MirKat Media, Inc., a Tennessee corporation, engaged in the development, production, marketing and syndication of television programming and the distribution of recorded music and DVDs. The 2,000,000 shares issued by the Registrant represent direct and beneficial ownership of 80% of the Registrant's total shares outstanding after giving effect to the transaction. The Reorganization was closed on October 2, 2002, and will be accounted for as a reverse merger.

On August 19, 2003 Meelick Acquisition Corp. changed the name in Delaware to MirKat Media, Inc. a Tennessee corporation.

On March 1, 2005 MirKat Media Inc. changed its name to REV TV, INC. On April 13, 2005 REV TV Inc. changed its name to Adrenaline Nation Entertainment, Inc. a Tennessee Corporation.

1. THE FORM OF ORGANIZATION OF THE ISSUER Tennessee Corporation

2. THE YEAR THAT THE ISSUER (OR ANY PREDECESSOR) WAS ORGANIZED The issuer was organized on April 27, 1997 under the laws of the State of Delaware on April 27, 1997 under the name Meelick Acquisition Corp. On September 25, 2002 MirKat Media, Inc was organized under the laws of the State of Tennessee. On September 23, 2002, Meelick Acquisition Corp. entered into a Securities Purchase Agreement and Plan of Reorganization whereby it agreed to issue 2,000,000 shares of its Common Stock, par value $.001, for 100% of the outstanding capital shares of MirKat Media, Inc., a Tennessee corporation, engaged in the development, production, marketing and syndication of television programming and the distribution of recorded music and DVDs. The 2,000,000 shares issued by the Registrant represent direct and beneficial ownership of 80% of the Registrant's total shares outstanding after giving effect to the transaction. The Reorganization was closed on October 2, 2002, and will be accounted for as a reverse merger. On August 19, 2003 Meelick Acquisition Corp. changed the name in Delaware to MirKat Media, Inc. a Tennessee corporation.

5 On March 1, 2005 MirKat Media Inc. changed its name to REV TV, INC. On April 13, 2005 REV TV Inc. changed its name to Adrenaline Nation Entertainment, Inc. a Tennessee Corporation.

Original organization on April 27th, 1997; reorganized on October 2, 2002.

3. THE ISSUERS FISCAL YEAR END DATE

December 31

4. WHETHER THE ISSUER (and /or any predecessor) HAS BEEN IN BANKRUPTCY, RECIVERSHIP OR ANY SIMILAR PROCEEDING The company has never been in bankruptcy, receivership, or any similar proceeding.

5. ANY MATERIAL RECLASSIFICATION, MERGER CONSOLODATION OR PURCHASE OR SALE OF A SIGNIFICANT AMOUNT OF ASSETS NOT IN THE ORDIDNARY COURSE OF BUSINESS

The company does not engage in any material reclassification, merger consolidation, purchase, or sale of any significant amount of assets not in the ordinary course of business.

6. ANY DEFAULT OF THE TERMS OF ANY NOTE, LEASE, LOAN, OR ANY OTHER INDEBTNESS OR FINANCING AGREEMENT REQUIRING THE ISSUER TO MAKE PAYMENTS

The Company has not defaulted on any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments.

7. ANY CHANGE OF CONTROL

After the completion of the merger, between MirKat Media, Inc. and Meelick Acquisition Corp. on October 3rd 2002, the shareholders and Board of Directors held a meeting immediately after the merger completion and the following list of directors were terminated as directors and their shares rescinded. The directors terminated were Mike Shannon, Mark Green, Ken Rapier and Brent Gordon. The number of shares rescinded from the directors was 425,000 by 425,000 shares of common stock by Mark Green, 425,000 shares of common stock by Ken Rapier 425,000 shares of common stock and 100,000 shares of common stock by Brent Gordon.

All of the shares from each of the individuals listed above were returned to the account of Mr. Keith Dressel the CEO and Chairman who had originally pledged the shares from his personal account to each of these individuals. Since October 4, 2002 there have been no changes in the

6 board. The board of directors currently consists of Keith Dressel, John Furlow, and Michael Mills.

8. ANY INCREASE OF 10% OR MORE OF THE SAME CLASS OF OUTSTANDING EQUITY SECURITIES

On October 3, 2003, a total of 5,429,763 shares of restricted common stock were issued to a total of 49 individuals and/or entities. This represents a 274% increase in the common shares outstanding at that date. The shares that were increased represent additional compensation to Keith Dressel for actions pertaining to the founding of the company, Dennis Atkins for accounting services, and Rick Daniels for legal services. In which, the stated persons distributed their shares to the other 46 individuals.

9. DESCRIBE ANY PAST, PENDING,OR ANTICIPATED STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, MERGER, ACQUISITION, SPIN-OFF, OR REORGANIZATION

Their has never been any past and there is no pending or anticipated stock split, stock dividend, merger, acquisition, spin off or reorganization.

10. ANY DELISTING OF THE ISSUER’S SECURITIES BYANY SECURITIES EXCHANGE OR NASDAQ

The company has never been delisted by any securities exchanges or NASDAQ.

11. ANY CURRENT, PAST, PENDING or THREATENED LEGAL PROCEEDINGS OR ADMINISTRATIVE ACTIONS EITHER BY OR AGAINST THE ISSUER THAT COULD HAVE A MATERIAL EFFECT ON THE ISSUER’S, BUSINESS FINANCIAL CONDICTION OR OPERATIONS. STATE THE NAMES OF THE PRINCIPAL PARTIES, THE NATURE AND CURRENT STATUS OF THE MATTERS, AND THE AMOUNTS INVOLVED.

The Company does not have any current, past, pending or threatened legal proceeding or administrative action.

B. BUSINESS OF ISSUER

CABLE TELEVISION PROGRAMMING

Adrenaline Nation Entertainment, Inc. operates as a 24/7entertainment network. Adrenaline Nation provides viewers with some of the most exciting innovative original and bold lifestyle programming in the areas of music action and adventure sports and independent movies. Our programming targets the highly sought after18-49 year old audience.

Adrenaline Nation TV is your destination for Television today. Adrenaline Nation delivers the entertainment and the action-oriented lifestyle that viewers crave today. Adrenaline Nation delivers an unmatched schedule of high-energy, fast-paced bold and original programming with a sensory overload of both sight and sound revolving around a super-charged active lifestyle. Adrenaline Nation combines the viewer the hottest cutting edge new music and independent films along with the excitement of extreme action adventure and motor sports entertainment, all with a strong sense of local community involvement that focuses on family fun entertainment.

Adrenaline Nation TV connects your customers to the coveted 18-49 year old demographic and taps into the tremendous buying power of our audience through the rapidly growing interactive entertainment sector merging the might of television with the explosive growth of High Definition, TV, Broadband, Wi-Fi and digital cable television. Adrenaline Nation’s bold and original television programming inspires and defines the active lifestyle that enriches life and entertains your brain.

1. THE ISSUER’S PRIMARY AND SECONDARY SIC CODES

The Company’s primary SIC Code is 7812

The Company’s secondary SIC Code is 7922

2. IF THE ISSURER HAS NEVER CONDUCTED OPERATIONS, IS IN THE DEVELOPMENT STAGE OR IS CURRENTLY CONDUCTING OPERATION

The company is currently an operating company.

3. STATE THE NAMES OF ANY PARENT, SUBSIDIARY, OR AFFILLIATE OF THE ISSUER, AND DESCRIBE ITS BUSINESS PURPOSE, ITS METHOD OF OPERATION ITS OWNERSHIP, AND WHETHER IT IS INCLUDED IN THE FINANCIAL STATEMENTS ATTACHED TO THIS DOCUMENT

There is no parent, subsidiary, or affiliate company of the issuer.

4. THE EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS

Management does foresee any government regulations that would affect the company’s business.

5. AN ESTIMATE OF THE AMOUNT OF THE AMOUNT SPENT DURING EACH OF THE LAST TWO YEARS ON RESEARCH AND DEVELOPMENT ACTIVITIES, AND IF APPLICABLE, THE EXTENT TO

8 WHICH THE COST OF SUCH ACTIVITIES ARE BORNE DIRECTLY BY THE CUSTOMERS

The company has not invested money in research and development in the last two years.

6. COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL, FEDERAL, STATE, AND LOCAL LAWS

At this time the company does not foresee any costs and effects of compliance with environmental laws, Federal, State or Local.

7. NUMBER OF TOTAL EMPLOYEE AND NUMBER OF FULL TIMES AND PART TIME EMPLOYEES

Currently the Company has two full time employees and two part time employees. The number of employees is subject to change during the course of business.

C. INVESTMENT POLICIES

Currently, the Company doesn’t have any investments, however the Company will invest by way of acquisitions, in part or in whole of viable companies that have the potential for income growth.

1. INVESTMENTS IN REAL ESTATE OR INTERESTS IN REAL ESTATE. INDICATE THE TYPES OF REAL ESTATE IN WHICH THE ISSUER MAY INVEST, AND DESCRIBE THE METHOD (OR PROPOSED METHOD) OF OPERATING AND FINANCING THESE PROPERTIES INDICATE ANY LIMITATIONS ON THE NUMBER OR AMOUNTS OF MORTGAGES THAT MAY BE PLACED ON ANY AMOUNT OF MORTGAGES THAT MAY BE PLACED ON ANY ONE PIECE OF PROPERTY.

The Company has not made any investment in real estate or interest in real estate.

2. INVESTMENTS IN REAL ESTATE MORGAGES. INDIDCATE THE TYPES OF MORTGAGES AND THE TYPES OF PROPERTIES SUBJECT TO MORTAGES IN WHICH THE ISSUER PLANS TO INVEST.

The company does not have any of the above situations.

9 3. DESCRIBE EACH TYPE OF MORTGAGE ACTIVITY IN WHICH THE ISSUER INTENDS TO ENGAGE, SUCH AS ORIGINATING, SERVICING AND WAREHOUSING, AND THE PORTFOLIO TURNER RATE

The Company has not made any investments in real estate mortgages.

4. SECURITIES OF OR INTERESTS IN PERSONS PRIMARILY ENGAGED IN REAL ESTATE ACTIVITIES. INDICATE THE TYPES OF SECURITIES IN WHICH THE ISSUER MAY INVEST, AND INDICATE THE PRIMARY ACTIVITIES OF PERSONS IN WHICH THE ISSUER MAY INVEST AND THE INVESTMENT POLICIES OF SUCH PERSONS.

The Company has not invested in Securities of or interests in persons primarily engaged in real estate activities.

Item 9. THE NATURE OF PRODUCTS OR SERVICES OFFERED

1. PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

Cable Television Programming

Adrenaline Nation Entertainment, Inc. operates as a 24/7 entertainment network. The Company main focus includes producing 8 hours a day 5 days a week of original television programming for two cable, IPTV and HD television networks.

The company sells advertising, product placement within a television show and sponsorships

Adrenaline Nation provides viewers with some of the most exciting innovative original and bold lifestyle programming in the areas of music action and adventure sports and independent movies. Our programming targets the highly sought after18-49 year old audience.

Adrenaline Nation TV connects your customers to the coveted 18-49 year old demographic and taps into the tremendous buying power of our

10 audience through the rapidly growing interactive entertainment sector merging the might of television with the explosive growth of High Definition, TV, Broadband, Wi-Fi and digital cable television. Adrenaline Nation’s bold and original television programming inspires and defines the active lifestyle that enriches life and entertains your brain.

PRODUCTION OF SHOWS

Adrenaline Nation has made a significant investment in the production of its original programming by way of both Digital and high Definition and human capital recourses. The Company produces over 26 new and original programs both in house and on location.

2. PROGRAMMING HIGHLIGHTS As cables newest network for entertainment and the active and action oriented viewer. Adrenaline Nation speaks to our audience and provides bold innovative programming that’s does more than just entertain. Adrenaline Nation TV provides fun where our viewers can participate and enjoy bold and exciting new shows that both educate and inspire.

a. ENTERTAINMENT AND MUSIC

Rick Vito’s Blues Party Presents™ Rick Vito is a premier Blues guitarist singer and songwriter. Blues Party is a fast paced weekly series that delivers the “Best of the Blues” with live performances, up close and personal intimate interviews, tributes and documentaries with the hottest Blues artist in the world.

Heavy Metal Gods of the Future: There has never been a show as loud and hard and in your face as Heavy Metal Gods of the Future. (13 weeks, 24 bands, and one winner). This is the loudest heavy metal and hard rock battle on earth. Each band is completing to win a national recording contract and to see who will be the next metal and hard rock gurus. The judges are some of the most powerful individuals in the music industry.

Producer’s Workshop: The world’s top record producers share their studio secrets that make the hits. They candidly tell their stories about working with the artists their attitudes and music abilities.

Star Stories from the Road: The worlds' biggest rock stars talk about life on the road and tell us what really goes on behind closed doors.

Music without Boundaries: Great Music videos that defy categorization it doesn’t matter if it’s Country, Rock or Blues if it’s a great song and a great video this is where you’ll see it. It doesn’t even matter if the artist is on a major label, an Independent label of if the artists made the album themselves.

11 Entertainment 101: Ever wonder what’s really in recording contract? Or how does an artist get a sponsorship and tour. Entertainment 101 gives you the answers in straight up from some of the best in the business.

All about the Song: Top Songwriters talk about their inspiration for their songs. Top music publishers talk about how they get their songs recorded by other artist and placed in commercials and movies

Independent Top 20 Countdown: Top twenty independent videos counted down with lots of interviews, exclusive concert footage and talk about how they made the album and video.

Independent Artist Spotlight: The top independent artists talk about what it’s like being an independent artist and taking it to the streets without power of a major label.

Music Moguls: Top Record Company presidents talk about how their career path to becoming president of a major label and discuss what encompasses their day-to-day operations.

Star Power: OK so you’re talented but how do you become a success selling millions of albums. We examine the managers’ role the record promoters’ role how does your song get on the radio or your video on MTV? What happens then? How do you get on a tour? It’s all about power and making the right decision with a lot of luck.

b. MOTOR SPORTS AND ACTION ADVENTURE

Ali Afshars ESX Motorsports: Tour the US with Ali Afshar current world speed record holder in the Subaru ESX class

Broadway Choppers Bikers Belles Build Off: Crazy women bikers compete to see who the best builder in the world is.

Live to Ride: Hang on as you witness anything you can ride in or on. Some of the most wicked rides on earth.

DEA Shipwrecks: Wild boat chases galore as the DEA chases drug runners and sinks their boats

Everglade Wild Adventures: Some people are just plain crazy and our host fall into this category as they dive head first in the airy Florida Everglades in search of some of the largest alligators in the world, the exclusive Florida Black Panther and legends of the swamps

Sheriff Hege’s What’s in the Garage: Sheriff Hege goes under cover in discovering the automotive gems hidden inside the Garages of America.

2. DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES

Adrenaline Nation Entertainment, Inc. distributes its cable network worldwide to cable carriers, Telco’s and broadband service providers.

The company has an agreement with 4com which distributes the company’s television network to over 50 million cable households and is currently in discussions with the National Cable Television Coop (NCTC) to launch Adrenaline Nation to their participating members.

The company has recently signed a major broadband distribution with LOTN and is an official TV Station with Google TV. We plan to enter into additional agreements with DISH Network, DIRECTV, Yahoo, MSN TV and AOLTV in the next several months.

3. STATUS OF ANY PUBLICLY ANNOUNCED PRODUCT OR SERVICES

The company has not made any public announcements of any of its products or services and anticipates that it will make such announcements as routine course of doing business.

4. COMPETITIVE BUSINESS CONDITIONS, THE ISSUERS COMPETITIVE POSITION IN THE INDUSTRY, AND METHODS OF COMPETITION

Adrenaline Nation TV competes with other television channels to be included in the offerings of each system provider and for placement in the packaged offerings having the most subscribers. In order to more effectively compete with other channels for wider distribution of Adrenaline Nation TV, we may be required significantly increase our support to those service providers who may move Adrenaline Nation TV to a package of channels, or tier, to which more viewers subscribe or launch Adrenaline Nation TV on their systems.

This support may take the form of subscriber acquisition fees, subscription fee waivers for a limited time and other forms of launch or marketing support to service providers.

More particularly, each television channel focusing on a particular form of content competes directly with other channels offering similar programming. In the case of Adrenaline Nation TV, we compete for distribution and viewers with other television networks aimed at our own target audience which consists primarily of both males and females between the ages of 12 and 49. We believe such competitors include MTV, VH1, CMT, FUSE, Spike TV and others.

It is possible that these or other competitors, many of which have substantially greater financial and operational resources than us, could revise their programming to offer more similar topics which are of interest to our viewers.

In addition, certain technological advances, including the continued development of digital compression technology and the increasing deployment of fiber optic cable, are expected to allow cable systems to greatly expand their present channel capacity. Such added capacity leaves room for additional programming of all types which could enhance our market share by enabling the emergence of channels and programming that are offered and lead to increased competition for viewers from existing or new channels.

We also compete with large television networks that generally have large installed subscriber bases and significant investments in, and access to, competitive programming sources. In addition, large cable companies have the financial and technological resources to create and distribute their own channels. For instance, VH1, MTV, CMT, which we consider to be our closest current direct competitor, is owned and operated by Viacom one of the media companies in the world. We believe that while our closest competitor has, has programming with the slightest degree of similarity there is currently is a substantial difference between the two networks and their programming.

We compete for advertising revenue with other pay television networks, broadcast networks, and local over-the-air television stations. In addition, we compete with other forms or means of advertising such as satellite or broadcast radio and the print media. We believe that many of these advertising avenues may not permit an advertiser to target the specific demographic audiences such as ours with the same degree of concentration on our targeted audience as is available to advertisers through Adrenaline Nation TV.

5. SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS

This does not apply to our company.

6. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company is not dependant on any one or few major customers. There are over 14,000 cable carriers in the United States alone and the Company’s customer base is large and diverse these customers benefit greatly from the Company’s programming and other services.

7. PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING THEIR DURATION

TRADEMARKS AND COPYRIGHTS

14 Intellectual property is material to all aspects of our operations, and we expend substantial cost and effort in an attempt to maintain and protect our intellectual property and to maintain compliance vis-à-vis other parties’ intellectual property. We have a fast growing portfolio of registered and unregistered trademarks and service marks worldwide and maintain an ever-growing catalog of copyrighted works, including copyrights on our cable television and our other broadcast programming, music, photographs, books, and apparel art. A principal focus of our efforts is to protect the intellectual property relating to our originally created characters portrayed by our performers, which encompasses images, likenesses, names and other identifying indicia of these characters. We also own a large number of growing Internet website domain names and operate a network of developed, content-based sites, which facilitate and contribute to the exploitation of our intellectual property worldwide.

We vigorously seek to enforce our intellectual property rights by, among other things, searching the Internet to ascertain unauthorized use of our intellectual property, seizing at our live events goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing our intellectual property rights. The company relies on a combination of patent copyrights and trademarks and trade secrets and confidentiality procedures to protect the company.

8. THE NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES.

This does not apply to our company.

Item 10. THE NATURE AND EXTENT OF THE ISSUERS FACILITIES

The CEO Keith Dressel provides to the company office space at no cost to the company. The offices are located at 2729 Via Murano Suite 436 Clearwater, Florida 37964. The company is currently seeking adequate facilitates to house both its office administrative needs, and its in-house production needs. The company believes it will find adequate properties at terms advantageous to the company.

The company does not own any real estate and does not lease any assets, property or facilities.

Item 11. CHIEF EXECUTIVE OFFICER AND MEMBERS OF THE BOARD OF DIRECTORS COUNSEL, ACCOUNT PUBLIC RELATIONS CONSULTANT

A. EXECUTIVE OFFICERS

15 Keith Dressel: Chairman, Chief Executive Officer, Address 4114 Sunray Drive, Holiday, Florida 34691 (727)-531-6054 E-mail: [email protected] Share ownership: 200,000 common free trading 6,600,000 preferred restricted History: Our CEO, Keith Dressel is the former head of AMP TV and successfully launched AMP TV taking it from the start up to having four shows on the air in less than nine months. Mr. Dressel was also the producer of the most popular episodes of Steel Dreams, a weekly extreme power sports series during the past 3 years. Steel Dreams is now in its fourth year of syndication and has a broadcast distribution universe of over 79 million households. As the former head of AMP TV, Mr. Dressel secured national television distribution for the company combining Broadcast TV, Cable and DTH distribution to a distribution network consisting of 24 million households. Mr. Dressel has more than 20 years' experience in the entertainment industry, and is the recipient of 26 Gold and 9 Platinum albums, and 85 Gold and/or Platinum singles. Mr. Dressel has discovered, signed and/or marketed albums by numerous artists including Ed Roland (now the leader of Collective Soul, the only group in rock history to have attained the #1 Album of the Year three times (1995, 1996, 1999)), Hootie and the Blowfish, Sublime, Tom Petty, Steely Dan, Spyro Gyra, Pat Benatar, Jimmy Buffett, Frank Zappa and others. He has won many awards including Independent Label of the Year (two separate times, each for a different record company, Core Entertainment, 1993, Independent Rock Label of the Year; and Bermuda Dunes, 1989, Independent Country Label of the Year).

Brian Roland: Chief Operating Officer (proposed) Address 3550 Evonvale Overlook, Cumming, Georgia 30041 Share ownership: 25,000 common restricted History: Brian Roland has spent over 30 years in the broadcast and film industry winning 2 Emmy’s and 17 Angel Awards as a Producer/Director. He is listed in Who’s Who in American Entertainment and Who’s Who in Entertainment Worldwide. He’s also a member of the Film Camera Union I.A.T.S.E. local 635 and the American film Institute. Brian Roland has launched 8 networks for the Discovery Channel; Discovery Asia, India, Australia/New Zealand, China, Euro-South Africa, Middle East and Turkey. As Director of Network Operations for Crawford Communications, Inc. he was responsible for 28 networks including Discovery Channel, The Learning Channel, Travel Channel, Outdoor Life Network and FOX Latin America. As Director of Business Development for Networks, Mr. Roland utilizes his vast experience to help new networks launch and to re-locate existing networks. Mr. Roland received his BA from Evangel University in Springfield Missouri and furthered his education with studies in lighting, audio and film directing.

John Furlow Jr.: CFO/Director of Sales and Marketing

16 4985 Algonquin Trail Antioch, Tennessee 37013 Share ownership: 500,000 common restricted 2,000 common free trading 1,700,000 preferred restricted History: John Furlow, Our Director of Sales and Marketing has been involved in overseeing the operations of nearly one hundred companies of various sizes and types. Over the past fifteen years he has been involved in many aspects of business management, from start up consulting and benefits design to growth planning as well as strategic marketing initiatives for various types of businesses including owning and managing Small Business Bookkeeping Services and Tax Review Services, in addition to consulting on commercial real estate ventures.

A. ADVISORS Charles (Chuck) Bednarek: Director of Production 29151 195th Street Leavenworth, Kansas 66048 Shares ownership: 100,000 common restricted History: Charles Bednarek, our Senior Director of Production, has more than 20 years of television production experience. He began his television career working on the Rockford Files and Mr. Bednarek has been a part of the production team for many highly successful television shows including: Dog Eat Dog, Jay Leno, Sunset Beach, Best Dam Sports Show on TV, The Grammy Awards, Emmy Awards, World Wide Wrestling, The Bold and the Beautiful and the Detroit Automotive Show.

Dennis Atkins 6175 Plumtree Lane Edmond, Oklahoma 73034 Share ownership: 398,020 common restricted 1,700,000 preferred restricted History: Dennis Atkins is a Certified Public Accountant with over twenty years experience in public accounting with extensive experience in business and personal tax planning and preparation, public and private company auditing and business consulting. Mr. Atkins has served on the board of directors and as chief financial officer for various private and publicly traded companies. He is a member of the American Institute of Certified Public Accountants and holds licenses in Oklahoma and California. Mr. Atkins holds a Bachelors Degree in Accounting from Oklahoma State University and a Masters Degree in Accountancy from the University of Oklahoma.

Roger Schneider- Director and CEO LiveOnTheNet 200 Clinton Suite 806 Huntsville, Alabama 35801

17 800-840-8638 Share Ownership: 0 History: Mr. Schneider has over a dozen years of experience leading high tech, entrepreneurial efforts and has successfully met technology challenges in some of the world’s most challenging and stressful environments. His work has been featured in over 100 media stories and he was nominated in 1992 for a prestigious Computer World-Smithsonian Technology Leadership Award. Roger serves as the Company’s President and CEO, directing all its business activity, and held the position Executive Vice President and COO of LiveOnTheNet from 1996 through May of 2000. With an enviable entrepreneurial record going back to 1981, Mr. Schneider has founded or led several start-up software ventures that have been nurtured and sold to public companies such as Comshare, Maxwell Labs, Thermo Electron and Divine Interventures.

In 1992, Mr. Schneider sold his start-up enterprise to Maxwell Laboratories, a defense contractor with $80 million dollars in revenues, where he then served as Vice President of its S-Cubed Division. He led Maxwell’s diversification into technology development for state and local governments. From 1988 to 1992, Roger served as Research Director for US Congressman Ronnie Flippo, where he helped develop and legislate pro-technology policy for North Alabama’s emerging high tech corridor (NASA, Army Missile Command, Army Strategic Defense Initiative, etc). Prior to 1988, Mr. Schneider authored several successful mass-market software products that were licensed to computer manufacturers like IBM, Tandy/Radio Shack, Digital Equipment, and others. Mr. Schneider also served as the Chief Technology Officer for the 1988, 1992 and the 1996 Democratic National Conventions and was the Principal Technology Consultant to the Clinton/Gore Presidential Transition team. In the White House, he successfully implemented an artificially intelligent resume’ tracking system that scanned and categorized over 2,000 new resumes a day. His graduate and undergraduate work in computer science was performed at Emory University where he was a University Fellow.

Bill Walker 3205 Freedom Drive, Suite 51 Charlotte, North Carolina 28208 Share ownership: 25,000 common restricted History: Bill Walker is currently the owner of Media Evolved Charlotte North Carolina’s Entrepreneur of the year is the former Senior Manager of North American Operations for the Turner Home Entertainment where he was responsible for the all of the day to day North American operations of the video labels, software, and distribution company. He managed New Line Cinema, Castle Rock, and the company’s other high profile video

18 properties, (e.g., the multi-volume Beatles Anthology, Ken Burns Baseball, and the Civil War collector sets.

B. DIRECTORS Keith Dressel: Chairman, Chief Executive Officer, Address 4114 Sunray Drive, Holiday, Florida 34691 (727)-531-6054 E-mail: [email protected]

John Furlow Jr. 4985 Algonquin Trail Antioch, Tennessee 37013

Michael Mills 1130 Eighth Avenue South, Nashville, TN 37203 (615) 312-7069 telephone; (615) 312-7001 facsimile Share ownership: 25,000 common restricted History: Educated at the University Of Memphis School Of Law, Michael received his Doctorate of Jurisprudence in 1996. Michael is licensed to practice law in both Tennessee and Georgia. He also attended the University of Tennessee at Knoxville, where he earned a Bachelor’s of Architecture (5- year) professional degree. Michael is licensed to practice architecture in Mississippi. Michael has practiced law in his own law firm in a variety of disciplines in both the civil and criminal areas in such concentrations as: business and corporate law, copyright and trademark law, entertainment, contract, construction, lien and surety and real estate law, debt collection, personal injury/ tort law, criminal defense and bail bond law.

C. GENERAL PARTNERS

The Company currently doesn’t have general partners.

D. INVESTMENTS BANKERS

The Company currently doesn’t have Investment Bankers.

E. PROMOTERS

The Company currently doesn’t have promoters.

F. CONTROL PERSONS

Keith Dressel, John Furlow, and Michael Mills- Descriptions are listed above with share information

G. COUNSEL

19 Daniels and Associates; Richard Daniels, 8407 Bandera Rd. Suite 133-142 San Antonio, TX 78250 Phone 210 – 523 – 8658 Share ownership: 306,723 restricted common 50,000 free trading common

H. ACCOUNTANT OR AUDITOR, AND

Evans, Gaither & Associates; Joe Evans 4444 N. Classen, Oklahoma City, Oklahoma, 73118, Phone 405-605-7535, Fax 405-605-6494 Not a shareholder

I. PUBLIC RELATIONS CONSULTANT

Tom Allinder Equity Consulting 2129 –103 General Booth Blvd #264 Virginia Beach, Virginia 23454 757-721-6136 [email protected] share ownership: 98,453 common restricted 98,453 common free trading

J. NO OTHER ADVISOR(S) ASSISTED, ADVISED, PREPARED OR PROVIDED INFORMATION WITH RESPECT TO THIS DISCLOSURE DOCUMENTATION.

NONE OF THE ABOVE OFFICERS OR DIRECTORS HAS IN THE LAST FIVE YEARS BEEN:

1. Convicted of any criminal proceedings either named or as a defendant. 2. Has not had an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities or banking activities. 3. Has not had a finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated. 4. Has not had an entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

20 An exhibit of opinion by issuer’s counsel stating that any securities of the issuer may be sold pursuant to an exemption from registration under Section 5 of the Securities Act of 1933 has been included.

The information clearly describes if an outside accountant provided audit or reviewed services, and states the work done by the outside accountant, describes the responsibilities of the accountant and the responsibilities of management (i.e. who audits, prepares or reviews the issuer’s financial statements, etc.).

The issuer’s public relations consultants are Equity Consulting and their information is listed above.

No other person assisted, advised, prepared or provided information with respect to this disclosure documentation.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth as of March 29, 2005, certain information regarding the ownership of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our executive officers and directors as a group.

DIRECTORS Address Number of Shares Percentage Beneficially Owned

Keith Dressel, 4114 Sunray Dr. Holiday Fla 34691 200,000 shares 2.3% Keith & Juliana Dressel Family Trust, 1,464,000 shares 16.7% Juliana Dressel 1,000,000 shares 11.4% Danilo Cacciamatta 556,860 shares 6.4% Dennis Atkins 398,020 shares 4.5% SR Financial (Kathy Atkins) 800,000 shares 9.1%

Certain Relationships of directors and shareholders are as follows: Keith and Juliana Dressel are married. Dennis and Kathy Atkins are married.

SR FINANCIAL GROUP, LLC is the only corporate shareholder which is run by Kathy Atkins.

Item 12. THE ISSUERS MOST RECENT BALANCE SHEET AND PROFIT AND LOSS AND RETAINED EARNINGS STATEMENTS

See Financial Statements included herewith. The issuer will continue to update shareholders via the Pink Sheets website for future financial information on the company.

21 Item 13. SIMILAR FINANCIAL INFORMATION FOR SUCH PART OF THE 2 PRECEDING FISCAL YEARS AS THE ISSUER OR ITS PREDECESSOR HAS BEEN IN EXISTENCE The financial information for 2003 has been included on the Pink Sheets website for public viewing. The 2002 financial information can be found on the SEC website under the previous name of Meelick Acquisition Corporation.

Item 14. WHETHER ANY QUOTATION IS BEING SUBMITTED OR PUBLISHED DIRECTLY OR INDIRECTLY ON BEHALF OF THE ISSUER, OR ANY DIRECTOR, OFFICER OR ANY PERSON, DIRECTLY OR INDIRECTLY THE BENEFICIAL OWNER OF MORE THAN 10 PERCENT OF THE OUTSTANDING UNITS OR SHARES OF ANY EQUITY SECURITY OF THE ISSUER, OR AT THE REQUEST OF ANY PROMOTER FOR THE ISSUER, AND, IF SO, THE NAME OF SUCH PERSON, AND THE BASIS FOR ANY EXCEPTION UNDER THE FEDERAL SECURITIES LAWS FOR ANY SALES OF SUCH SECURITIES ON BEHALF OF SUCH PERSON.

To the best knowledge of the issuer, there is no quotation being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at the request of any promoter for the issuer.

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I, Keith Dressel, CEO of Adrenaline Nation Entertainment, Inc., hereby certify that the information and any notes hereto, fairly present, in all material respects, allow this adequate disclosure information to the public.