U.S. SECURITIES & EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50181 / August 11, 2004

ADMINISTRATIVE PROCEEDING
File. No. 3-11584

IN THE MATTER OF STAN LEE MEDIA, INC.

THE SECURITIES AND EXCHANGE COMMISSION INSTITUTES AN ADMINISTRATIVE PROCEEDING TO DETERMINE IF THE REGISTRATION OF STAN LEE MEDIA, INC.'S SECURITIES SHOULD BE SUSPENDED OR REVOKED

On August 11, 2004, the Securities and Exchange Commission announced the institution of an administrative proceeding against Stan Lee Media, Inc. pursuant to Section 12(j) of the Securities Exchange Act of 1934. The purpose of the proceeding is to determine whether the registration of Stan Lee Media's securities should be suspended or revoked. Stan Lee Media, a Colorado corporation, based in Encino, California, is an Internet company that created and produced characters and story franchises for entertainment, merchandising and promotional exploitation. The Division of Enforcement (Division) alleges that Stan Lee Media failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. Specifically, the Division alleges that Stan Lee Media has not filed an Annual Report on either Form 10-K or Form 10-KSB since March 20, 2000, or periodic or quarterly reports on either Form 10-Q or Form 10-QSB for any period subsequent to its quarter ending September 30, 2000.

A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Stan Lee Media an opportunity to dispute these allegations, and to determine whether it is necessary and appropriate for the protection of investors to suspend or revoke the registration of Stan Lee Media's securities.

The Order requires the Administrative Law Judge to issue an initial decision no later than 120 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice.

See also the Order in this matter

http://www.sec.gov/litigation/admin/34-50181.htm