SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
ANTHEM RECORDING WEST, INC.
---------------------------
(Name of Small Business Issuer in its Charter)
CALIFORNIA 33-0835561
- ---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11423 West Bernardo Court, San Diego, California 92127
- ------------------------------------------------ -----
(Address of principal executive offices) (zip code)
Issuer's telephone number: (858) 675-4445
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Common Stock OTC Bulletin Board
------------ ------------------
Securities to be registered under Section 12(g) of the Act:
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
TABLE OF CONTENTS
COVER PAGE 1
TABLE OF CONTENTS 2
PART 1 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 3
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 3
REMUNERATION OF DIRECTORS AND OFFICERS 10
SECURITY OWNERSHIP OF MANAGEMENT AND 11
CERTAIN SECURITYHOLDERS
INTEREST OF MANAGEMENT AND OTHERS IN 11
CERTAIN TRANSACTIONS
SECURITIES BEING OFFERED 11
PART II 12
MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS 12
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
LEGAL PROCEEDINGS 12
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 12
RECENT SALES OF UNREGISTERED SECURITIES 12
INDEMNIFICATION OF DIRECTORS AND OFFICERS 12
PART F/S 13
FINANCIAL STATEMENTS 13
PART III 13
INDEX TO EXHIBITS 13
SIGNATURES 14
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PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
Item 6. Description of Business
BUSINESS
The Company is a development stage company. The Company was incorporated in
California on January 4, 1999, as "Anthem Recording West, Inc., Inc.", with
authorized capital of fifty million (50,000,000) shares of common stock, par
value $0.001 per share. There have been no amendments to the Company's charter.
On January 31, 1999, the Company commenced an offering, pursuant to Regulation D
of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,100,000 shares
of its common stock at a price of $0.05 per share. This offering was conducted
in order to raise money for working capital and inventory and was broken down as
follows: $51,000 for purchase of existing business and song rights, $12,000 for
officers salaries, $10,000 for legal fees, $7,500 for consulting fees, $5,000
for song production, $5,000 for musician talent search, $5,000 for multimedia
promotions, $3,000 for incorporation expenses, $2,500 for travel expenses,
$2,000 for stock transfer agent, and $2,000 for accounting fees. On March 31,
1999, this offering was completed with all shares being sold and issued for a
total of $105,000 being received by the Company. A Form D was filed on March 31,
1999.
The going opinion of the independent accountant, as disclosed in the Company's
Independent Auditors Report attached to part F/S, is as follows:
"We have audited the accompanying balance sheet of Anthem Recording
West, Inc. a California Corporation as of July 31, 1999, and the
related statements of income, retained earnings, and cash flows for
the year ended July 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
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In our opinion, the financial statements referred to above present
fairly, in all material aspects, the financial position of Anthem
Recording West, Inc. as of July 31, 1999, and the results of its
operations and its cash flows for the year ended in conformity with
generally accepted accounting principles."
The consumer may access the Company at their corporate headquarters, located at
11423 West Bernardo Court, San Diego, California 92127 or by phone or at (858)
675-4445 or by fax at (858) 675-4443.
Company Background
The Company is in the publishing industry. The Company feels that by finding new
and original material in the market, that has not yet been represented, it can
be successful. This theory has resulted in the Company conducting several
different interviews with potential clients. Spanning from Florida to
California, and Seattle to Phoenix, there has been a flood of maturing and
talented writers looking for assistance in their respective careers. The Company
has engaged in negotiations with five of these such talents since inception.
Contracts and funds are being contemplated to be committed for such projects as
remixing of original materials, demo CDs and writing enhancements for existing
material. In the process of funding the freshest talent available, the Company
has on various occasions retained the services of consultants within a city in
order to locate the best candidates recording in the more obscure music studios.
The purpose of this stratagy for the Company, is to take full advantage of the
largest pool of overlooked talent residing in various cities throughout the
country. The most significant and prestigious recording studious deal primarily
with established talents and musical acts with enourmous financial backing. This
reduces their own financial loss in any matter they mey pursue. The opportunity
to cultivate, in the earliest stages, talents and music, songs and bands create
the highest profit potential for the Company. The Company follows the same
business model that would be employed by professional sports, such as
professional football, baseball, basketball, and hockey.
As the sports industry expanded its popularity, the so-called "talent scouts"
looked to the long term college athletes in irder to determine the best up and
coming talent, but after a short while, the potential pool dried up from over
extensive scouting. The answer to this problem, from which professional sprts
have been able to launch its extreme popularity jump, was to find talent in the
earlier stages, i.e.: early college, high school, and the like. The Company is
ustilizing this business model from the sports industry in the music and talent
industry. Utilizing this "scouting" aspect, the Company can sift through people
and talents that deserve an opportunity to reach their fullest potential.
The Company has discovered what it believes to become excellent talent at the
perfect time. Revenues from a single Beatle's song, charted, but not in the top
ten, from the publishing value, has generated over $100,000,000. The value
placed on that song continues to clibm as each year passes. When the Company
finds, enhances, and promotes that talent to its fullest potential, the
profitability of the Company becomes closer to inevitable. The Company believes
that it has engaged with groups and individuals that will bring the Company to
the place of publishing recognition. This window of opportunity, engagaed with
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raw and explosive talent, has required the Company to use both its financial
resources as well as its various industry contacts. Many of thise contacts have
a self valuedue to the nature of the music business. Without hesitation, the
combination of contacts and sctual expenditures create for the Company,
limitless opportunities to generate income and to establish profit for the
shareholders. While no business can guaruntee succes, the music business is a
fourum that is continually expanding, gorwing and developing, thereby giving the
Company the potential to achieve financial rewards.
Currenty, the contracts that the Company is using, reange from letters of intent
to offer to contracts of song representation. The pupose of these or any other
contracts is to establish in writing what has been agreed upon orally.
Regardless of the debate, whether of not noncomplete contracts in real estate of
halographic wills are acceptable, aren't specifically in the State of
California, A.S.C.A.P. and all other music industry regulators require written
form of agreement. This of course for the purpose of eliminating lawsuits and
general disagreements which result in the loss of billions of dollars and is
ultimately passed on to the public in the form of higher consumer prices. The
other purpose for the Company to maintain cintracts in to keep an orderly system
of tracking and filing clients.
The method of production is one of the key advantages that the Companyhas over
the general competition. In association with the Company's studio, temporarily
located in Phoenix, Arizona, the Company offers 24 hour availability and
priority in song development and prodution. The quality and song production
emitting from the Phoenix studio has earned it several significant awards and
acknowledgements in the music industry. From having musical equipment (also
referred to as "gear") that is state-of-the- art, the Phoenix studio has been
awarded as one of the best recording studios by Mix Magazine, one of the
foremost authorities on recording production studio . In addition to local and
state acknowledgement, this studio has also placed songs on the charts of
Billboard Magazine, the single greatest authority on song acivity in the world
A major Component of Production is the marketing of the songs and talent.
Marketing can and will be expressed through all types of media, including but
not limited to print, radio, television, the Internet, and word of mouth. Funds
from the Company have not only been used to find the prospects and talent, but
also to develop the most powerful marketing tools for each particular project so
as to maximize the chances for success. The most popular form of media today is
the Internet, growing at an exceptional rate and occupying the most powerful
audience worldwide. The profit potential for this medium is incredible and most
easily obtainable for the price available. To secure this medium, the Company is
in the process of developing a site and name domain status to best suit the
Company's needs.
Within the marketing venture of the Company lie many aspects, including
packaging and presentation. The presentation of the finished project or
significant demos is important to distinguish themselves from other groups and
individuals. Knowing this, the Company feels it is very important to use the
resources available to promote the prospects in which the Company has an
interest in, sometimes sacrificing short-term losses for long-term gains.
Touring is a vital issue in the advancement of an artist, largely because it
gives the consumer a chance to see their favorite personalities and celebrities
up close rather than simply on an album. The Company plans to utilize the local,
state, circuit, and national venues of touring, pending on the level of growth
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the particular music has spanned to. Name awareness is key to the decision of
the type of touring that will take place, and touring will almost definitely
increase the name awareness of the artists in itself. Touring creates many
advantages in the local sector, such as increased airtime on radio stations. The
Company plans to promote the most promising talents heavily and use the success
of these artists to help other artists develop their talent into what could be a
tremendous career.
There is a powerful community of musicians, writers, and talent that allows the
interaction of new talents and materials in the music industry. The Company is
in the process of signing contracts and potential joint ventures with businesses
and groups that offer a substantial opportunity of taking advantage of this pool
of talent.
The music industry is extremely versatile, able to hold a multitude of styles in
an unlimited spectrum of sound. Due to fads and changes in the world's tastes,
there is a constant revolving door around new varieties of music entering and
leaving the industry scene. With this in mind, the Company believes it is best
to be represented by a variety of styles and backgrounds rather than limit
itself to a specific niche. This will allow the artists to prove to the Company
why they are vital to the Company rather than searching the world over to find
someone specific to fill a need in the scope of the Company.
There are two markets to target when developing music talents: the general
public and the music industry. Interestingly the music industry holds a
significant grasp on what the public wants, molding what the companies want the
public to like into radio stations and music stores via request and popularity
lists. Therefore, the music industry has a huge influence on the public
perception of taste. Targeting venues that have an openness and affinity toward
the new are vital to testing the marketability of new artists and their music
styles. In dealing with both the proven style industries as well as the
experimental styles of music, the Company hopes to offer a wide variance of
prospects for the public.
Finally, the Company does not wish to participate in any form of "music" that is
detrimental to society or may cause the public to perceive the Company as
immoral. The Company knows there are numerous forms of music that are enjoyable
and profitable so as to not be forced into signing artists that seem to devalue
themselves as well as anyone they are associated with. This is not the direction
that the Company wishes or plans to pursue at the present time or in the future.
Manufacturing
The Company does not plan to become a manufacturer of any of the services or
products provided on behalf of the Company.
Research and Development
Since its inception, the Company has devoted significant time and some financial
resources to research and development activities to develop its current products
and services. The Company anticipates that a portion of its ongoing operations
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will continue to include research and development activities. Research and
development expenditures are expected to increase in 2000. There is no assurance
that the Company will successfully develop these services, or that competitors
will not develop services sooner or services that are superior to the Company's
service offerings.
Patents, Trademarks and Proprietary Rights
The Company has not filed any patent applications with respect to its business.
Although the Company does not believe that would presently provide a competitive
advantage, there is no assurance that in the future patent protection will not
be of substantial importance to the Company's business and future prospects.
There is no assurance that a court having jurisdiction over a dispute
challenging their validity will not hold patents that may be issued to the
Company in the future invalid or unenforceable. Even if patents are upheld and
are not challenged, third parties might be able to develop equivalent
technologies or products or services without infringing such patents or the
Company could be required to expend substantial funds in order to defend its
patents.
There is no assurance that any particular aspect of the Company's services will
not be found to infringe the rights of other companies. Other companies may hold
or obtain patents on inventions or may otherwise claim proprietary rights to
service useful or necessary to the Company's business. The extent to which the
Company may be required to seek licenses under such proprietary rights of third
parties, and the cost or availability of such licenses, cannot be predicted.
While it may be necessary or desirable in the future to obtain licenses relating
to one or more of its proposed services or relating to current or future
services, there is no assurance that the Company will be able to do so on
commercially reasonable terms, if at all.
There is no assurance that the measures taken by the Company will adequately
protect the confidentiality of the Company's proprietary information or that
others will not independently develop products, services or technologies that
are equivalent or superior to those of the Company. Moreover, the Company may
also be subject to litigation to defend against claims of infringement of the
rights of others or to determine the scope and validity of the intellectual
property rights to others. If competitors of the Company prepare and file
applications in the United States that claim trademarks used or registered by
the Company, the Company may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine priority or rights to the trademark, which could result in
substantial costs to the Company. Similarly, actions could be brought by third
parties claiming that the Company's products infringe patents owned by others.
An adverse outcome could require the Company to license disputed rights from
third parties or to cease using such trademarks or infringing products.
Any litigation regarding the Company's proprietary rights could be costly and
divert management's attention, result in the loss of certain of the Company's
proprietary rights, require the Company to seek licenses from third parties and
prevent the Company from selling its products and services, any one of which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, inasmuch as the Company obtains
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a substantial portion of its content and all of its products from third parties,
its exposure to copyright infringement actions may increase because the Company
must rely upon such third parties for information as to the origin and ownership
of such licensed content or products. The Company generally attempts to obtain
representations as to the origins and ownership of such licensed content or
products and generally obtains indemnification to cover any breach of any such
representations; however, there can be no assurance that such representations
will be accurate or that such indemnification will adequately protect the
Company.
The Company has filed numerous songs that it owns the rights to with the
American Society of Composers, Authors and Publishers (also referred to as
ASCAP).
Competition
The Company will face intense competition in every aspect of its business.
Competition in this industry is extremely high and well financed. Large
corporations have the ability to outbid on many of the artists that are popular
simply because of the revenues they have at their disposal. Since competing for
these artists would not only be a waste of time, but a waste of money, it is the
goal of the Company to focus on the beginning stages of new artists that are not
as courted by such companies. This creates a new competition with smaller
companies similar to the Company. Much of the direct competition of these
companies comes in the form of specialized music, or companies focusing on a
particular area of the music industry. This creates an advantage for the Company
in that there will be no specializing, but an acceptance of all types of music.
Government Regulation
Although there are currently few laws and regulations directly applicable to the
music production, it is likely that new laws and regulations will be adopted in
the United States, and elsewhere, covering issues like extensive copyrights,
privacy, pricing, sales taxes and characteristics and quality of music
production. The Company's general liability not covered by insurance or in
excess of insurance coverage could have a material adverse effect on the
Company's business, results of operations and financial condition.
Plan of Operations
The Company has formulated a plan of operations for the next twelve months as
detailed below. The Company intends to use the net proceeds of its revenues and
credit line, if and when established, to improve its services, Web site
advertising and promotions.
In the Company's opinion, proceeds from possible future equity funding and loans
will satisfy its cash requirements for the next twelve months. The Company has
financed its operations since inception from the sale of equity. During the next
six months certain funds will need to be raised. The Company has no engineering,
management or similar report that has been prepared or provided for external use
by the issuer or underwriter.
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By the end of fiscal 2000, the Company plans to have successfully introduced its
services and eliminated any contractual complications concerning its business.
In order to implement the strategic plan and meet the Company's anticipated
working capital needs, the Company estimates that it will require an additional
$100,000 in capital.
Despite low cash reserves, additional funds may be required in order to proceed
with the business plan outlined above. These funds would be raised through
additional private placements or other financial arrangements including debt or
equity. There is no assurance that such additional financing will be available
when required in order to proceed with the business plan or that the Company's
ability to respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital financing. If the
Company is unsuccessful in securing the additional capital needed to continue
operations within the time required, the Company will not be in a position to
continue operations and the stockholders may lose their entire investment.
Employees
As of September 15, 1999, the Company has one full-time employee who is
primarily engaged in marketing and sales. Because the Company is in a
developmental stage, two part-time consultants provide services to the Company
in the areas of ongoing support research and development and financial
consulting. The Company makes use of additional outside consultants and
independent contractors to perform various functions, such as legal matters,
programming, engineering, development, and accounting. The Company believes this
approach not only allows it to limit expenses, but also provides maximum
flexibility to react to a changing market environment. The Company's employees
are not represented by a labor union. The Company believes that its employee
relations are good.
The Company's executive offices are located at 11423 West Bernardo Court, San
Diego, California 92127 in an approximately 300 square foot space. This space,
which houses all of the Company's current operations, is leased on a
month-to-month rental agreement. The monthly base rental payment under the
agreement is approximately $250.
The Company expects to have two full-time employees by the end of 2000. The
President will perform a multitude of company functions. A full-time office
manager will be added in the second year, which would include bookkeeping, as
well as accounts receivable and payable.
Legal Proceedings
The Company is not presently a party to any material litigation.
Item 8. Directors, Executive Officers and Significant Employees
The following information sets forth the names of the officers and directors of
the Company, their present positions with the Company and certain biographical
information.
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David Spoon - President, Member of the Board of Directors
Mr. Spoon is currently serving as President and is also the Chairman of the
Board of Directors. His job responsibilities include general supervision and
control of all of the business and affairs of the Corporation. Mr. Spoon has had
extensive involvement in the business community. Along side of creating a
corporation that grew to over three hundred people, he also functioned as the
chief executive officer for five years. He is also the president of Scribbler
Productions and the vice president of Tuning Spoon Publishing. He hosted a radio
show in Northern Arizona and is preparing to do the same in San Diego. He also
currently works with professional athletes in marketing their business and
charities as well. Mr. Spoon holds licenses for real estate and investments, and
in addition holds three separate ordinations from different denominations.
Jeffery Chatfield - Vice President, Member of the Board of Directors
Mr. Chatfield is currently the Vice President and a Member of the Board of
Directors. His job responsibilities will consist of interior operations along
with client relations. Mr. Chatfield is also currently the Vice President,
Investor Relations of 1st Net Technologies, Inc., a professional Internet
company located in San Diego as well. From 1991 to 1995 was Financial Consultant
for A.G. Edwards & Sons. From 1995 to 1998 Mr. Chatfield was the Associate Vice
President of Presidential Brokerage, Inc., a California corporation. He obtained
his B.S. degree in Finance & Banking from National University.
Roger L. Bracken - Secretary & Treasurer, Member of the Board of Directors
Mr. Bracken is currently serving as Secretary and Treasurer and is also a Member
of the Board of Directors. His responsibilities with the Company will consist of
the Company's accounting records (bills payable, receivable, payroll, taxes,
etc.) Mr. Bracken has been in charge of endeavors such as purchasing and owning
his own trucking company, and running his own trucking business. From 1978 until
1989, he acted as Business Manager for the Leneta Corporation.
Item 9. Remuneration of Directors and Officers
The following table sets forth certain information as to the compensation
awarded to the Company's executive officers and directors for the fiscal year
ended December 31, 1998 and for the fiscal year which will end on December 31,
1999. No other compensation was paid or will be paid to any such officers other
than the cash compensation set forth below.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs(#) payouts($) Compensation
- ---- ----- ---- ------ ----- ------------ ------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
David Spoon PRES, 1999 $12,000 $0 $0 -0- -0- -0- $0
DIR
Jeffery Chatfield VP, 1999 $0 $0 $0 -0- -0- -0- $0
DIR
Roger L. Bracken TRES, 1999 $0 $0 $0 -0- -0- -0- $0
SEC,
DIR
10
</TABLE>
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In fiscal 1999, the aggregate amount of compensation expected to be paid to all
executive officers and directors as a group for services in all capacities will
be approximately $12,000.00. Currently, there is no plan to pay any sort of
compensation to the executive officers and directors for services in fiscal
2000.
Item 10. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 15, 1999, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
beneficially own more than five percent of the Company's Common Stock, including
options, outstanding as of such date and by the officers and directors of the
Company as a group. Except as otherwise indicated, all shares are owned
directly.
(1) (2) (3) (4)
Name and address of Amount and Nature
Title of Class beneficial owner of beneficial owner Percent
- -------------- ---------------- ------------------- -------
Common Stock David Spoon 7,900,000 79.0%
Restricted
Item 11. Interest of Management and Others in Certain Transactions
The Company has retained the services of a private investment banking firm that
specializes in assisting select companies with equity investment. The firm
provides guidance and consultation to the Company, primarily in the areas of
preparing corporate finance and public market development. The Company will pay
a cash fee of $7,500 as compensation for services to be rendered by the firm.
Item 12. Securities Being Offered
No sale of securities is authorized by this filing. The common stock of the
Company is being registered under Section 12(b) of the Securities Exchange Act
of 1934.
The Company has 50,000,000 common shares authorized. Each share of Common Stock
is entitled to share pro rata in dividends and distributions with respect to the
Common Stock when, as and if declared by the Board of Directors from funds
legally available for any of the Company's securities. Upon dissolution,
liquidation or winding up of the Company, the assets will be divided pro rata on
a share-for-share basis among holders of the shares of Common Stock after-any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable.
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Each holder of Common Stock is entitled to one vote per share with respect to
all matters that are required by law to be submitted to shareholders. As a
quasi-California corporation under section 2115 of the California Corporations
Code, the Company's shareholders are entitled to cumulative voting in the
election of directors. The Company has no shares reserved for its directors and
consultants under a stock option plan.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters
There is currently no public market for the Company's stock. The Company has
never paid dividends. At present, the Company does not anticipate paying any
dividends on its Common Stock in the foreseeable future and intends to devote
any earnings to the development of the Company's business.
Item 2. Legal Proceedings
There are no legal proceedings pending or threatened against the Company.
Item 3. Changes In and Disagreements With Accountants
The Company has had no changes in or disagreements with its Accountants since
inception.
Item 4. Recent Sales of Unregistered Securities
On January 31, 1999, the Company commenced an offering, pursuant to Regulation D
of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,100,000 shares
of its common stock at a price of $0.05 per share. On March 31, 1999, this
offering was completed with all shares being sold and issued for a total of
$105,000 being received by the Company, consisting of a total of 21 accredited
and 11 unaccredited investors. The proceeds from this offering were used for
working capital, legal and accounting fees, consulting fees and office
equipment.
Item 5. Indemnification of Directors and Officers
So far as permitted by the California Corporations Code, the Company's Articles
of Incorporation provide that the Company will indemnify its Directors and
Officers against expenses and liabilities they may incur and defend, settle or
satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
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PART F/S
Financial Statements
The issuer only has available audited financial statements for the current
fiscal year which are filed as part of this Registration Statement starting on
page F-1.
PART III
Exhibits
Item 1. Index to Exhibits
Exhibit 3
3a. Articles
3b. Bylaws
Exhibit 10
10a. Business and Right of Song Purchase Agreement
Exhibit 23
23a. Consent of Accountant
23b. Consent of Attorney
Exhibit 99
99a. Private Placement Memorandum dated January 31, 1999
Item 2. Description of Exhibits
As listed in the above Index, the appropriate exhibits are being filed. The
additional exhibits are marked and filed. The issuer is not a Canadian issuer
and is not filing a written consent and power of attorney.
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110 West A Street, Suite 600
San Diego, California
Telephone 619.230.1101
CRAIG W. CONNERS CPA
To the Board of Directors
We have audited the accompanying balance sheet of Anthem Recording West, Inc. a
California Corporation as of July 31, 1999, and the related statements of
income, retained earnings, and cash flows for the year then ended July 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Anthem Recording West, Inc. as
of July 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Craig W. Conners, CPA
San Diego, California
September 15, 1999
F-1
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Anthem Recording West
Balance Sheet
As of July 31, 1999
Jul 31, '99
-----------
ASSETS
Current Assets
Checking/Savings
Wells Fargo 34,273.44
----------
Total Checking/Savings 34,273.44
----------
Total Current Assets 34,273.44
Other Assets
Copyrights to 36 Songs 51,000.00
----------
Total Other Assets 51,000.00
----------
TOTAL ASSETS 85,273.44
==========
LIABILITIES & EQUITY
Equity
Capital Stock 105,000.00
Net Income (19,726.56)
----------
Total Equity 85,273.44
----------
TOTAL LIABILITIES & EQUITY 85,273.44
==========
See Auditors Accompanying Notes and Opinion
F-2
<PAGE>
Anthem Recording West
Profit and Loss
For 7 Months Ending 7/31/1999
Jan - Jul '99
-------------
Ordinary Income/Expense
Expense
Bank Service Charges 153.56
Consulting Fees 158.00
Officer Compensation
Officer Salary - David Spoon 6,415.00
Officer Salary - Ed Bracken 6,000.00
---------
Total Officer Compensation 12,415.00
Organization Costs 7,000.00
---------
Total Expense 19,726.56
---------
Net Ordinary Income (19,726.56)
---------
Net Income (19,726.56)
=========
See Auditors Accompanying Notes and Opinion
F-3
<PAGE>
Anthem Recording West
Statement of Cash Flows
For 7 Months Ending 7/31/99
Sources:
Capital Contributions $ 105,000.00
Uses:
Operating Expenses $ 19,726.56
Purchase of Copyrights $ 51,000.00
--------------
Total Uses $ 70,726.56
Net Inflow/Outflow of Capital $ 34,273.44
--------------
See Auditors Accompanying Notes and Opinion
F-4
<PAGE>
Anthem Recording West
Statement of Cash Flows
For 7 Months Ending 7/31/99
Sources:
Capital Contributions $ 105,000.00
Uses:
Operating Expenses $ 19,726.56
Purchase of Copyrights $ 51,000.00
--------------
Total Uses $ 70,726.56
See Auditors Accompanying Notes and Opinion
F-5
<PAGE>
Anthem Recording West
Notes to Financial Statements
For the 7 months ended 7/31/99
1. Anthem Recording West is a new corporation formed for the purpose of
publishing music. The company has purchased the rights to 36 songs for which
existing copyrights exist. Those songs were purchased from Tuning Spoon Music,
owned by William Jay Spoon. William J. Spoon is the brother of the President and
majority shareholder of Anthem Recording West. There is no evidence to suggest
that the transaction was anything other than arms-length and those songs were
valued based on historical cost bases. There is always variations in the
valuation of artistic endeavors, however, each song has a value of $1,416.66 and
according to management is appropriately valued.
2. The agreement to purchase the 36 songs are all recorded as copyrights at the
Library of Congress as recorded songs. At the time of this report the copyright
registration has not been transferred to the rightful owner, Anthem Recording
West. Management has represented the necessary forms have been prepared and
filed with the Library of Congress to sufficiently protect their use.
3. The financial statements have been prepared according to Generally Accepted
Accounting principles and based on the accrual method of accounting.
4. The capital structure consists of the issuance and outstanding of 10,000,000
common stock shares. Currently, David Spoon, President has been issued 7,900,000
as compensation for services. The offering of 2,100,000 shares has been
successful and said shares have been issued to 32 shareholders. All 2,100,000
shares were issued for cash at the rate of $0.05 per share. The shares have a
par value of $0.001 per share.
5. The intangible asset Copyright of 36 songs is not being amortized as the
copyright may continue indefinitely. The Organization Costs are not being
capitalized because the company was formed on 1/4/99 and pursuant to SFAS No. 7
they should be expensed when incurred.
6. The company has realized no revenues and consequently may be a going-concern
question. It is not uncommon however, for businesses to not realize income as a
new business enterprise. Because the business does not require a significant
amount of money to operate it does not appear in jeopardy as of the date of this
report.
F-6
<PAGE>
SIGNATURES
The issuer has duly caused this offering statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of
California on January 19, 2000.
ANTHEM RECORDING WEST, INC.
/s/ David Spoon
---------------------------------
David Spoon, President
14
Exhibit 3a
State of California
2041800
[SEAL]
SECRETARY OF STATE
1, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 1 page(s) has been compared with the record
on file in this office, of which it purports to be a copy, and that it is full,
true and correct.
[SEAL] IN WITNESS WHEREOF, I execute this certificate and affix
the Great Seal of the State of California this day of
January 6, 1999
/s/ Bill Jones
--------------
Bill Jones
Secretary of State
<PAGE>
2041800
ENDORSED
FILED
In the office of the Secretary of State
of the State of California
ARTICLES OF INCORPORATION
JAN 04 1999
/s/ Bill Jones
--------------
BILL JONES, Secretary of State
I
The name of this corporation is Anthem Recording West.
II
The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's initial
agent for service is:
David Spoon
11423 West Bernardo Court, Suite 100
San Diego, California
92127
IV
This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is
50,000,000.
/s/ David Spoon
David Spoon, Incorporator
[SEAL]
<PAGE>
Exhibit 3b
Anthem Recording West, Inc.
By-Laws
ARTICLE I - OFFICES
-------------------
The principal office shall be located at 11423 West Bernardo Court, San Diego,
California 92127, in the County of San Diego. The Corporation may have such
other offices, either within or without the State of California as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
ARTICLE II - SHAREHOLDERS
-------------------------
SECTION 1. Annual Meetings:
- ---------------------------
The annual meeting of the shareholders shall be held within six (6) months after
the close of the fiscal year of the Corporation, for the purpose of electing
directors, and transacting such other business as may properly come before the
meeting.
SECTION 2. Special Meetings:
- ----------------------------
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the Board
of Directors, and shall be called by the President at the request of the holders
of not less than ten percent (10%) of all the outstanding shares of the
Corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings:
- -----------------------------
The Board of Directors may designate any place, either within or without the
State of California, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of California, unless otherwise
prescribed by statute, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the principal office of the
Corporation.
SECTION 4. Notice of Meetings:
- ------------------------------
Written notice stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less than ten nor more
than fifty days before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
1
<PAGE>
SECTION 5. Closing of Transfer Books or Fixing of Records:
- ----------------------------------------------------------
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 5 days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 30 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting:
- ------------------
The officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete list of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.
SECTION 7. Quorum:
- ------------------
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies:
- -------------------
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
2
<PAGE>
SECTION 9. Voting of Shares:
- ----------------------------
Each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders:
- ------------------------------------------------
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.
(b) Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders:
- --------------------------------------------
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
SECTION 1. General Powers:
- --------------------------
The business and affairs of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications:
- ---------------------------------------------
The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than three (3). Each director shall
hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified.
3
<PAGE>
SECTION 3. Regular Meetings:
- ----------------------------
A regular meeting of the Board of Directors shall be held without other notice
than this By-Law immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings:
- ----------------------------
Special meetings of the Board of Directors may be called by or at the request of
the President or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. Notice:
- ------------------
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at his
business address, or electronically. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail so addressed, with postage
thereon prepaid. If notice be given electronically, such notice shall be deemed
to be delivered when the transmission is delivered to the director. Any
directors may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum:
- ------------------
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Manner of Action:
- ----------------------------
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting:
- ------------------------------------
Any action that may be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies:
- ---------------------
Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by the shareholders.
4
<PAGE>
SECTION 10. Compensation:
- -------------------------
By resolution of the Board of Directors, each director may be paid his expenses,
if any, of attendance at each meeting of the Board of Directors, and may be paid
a stated salary as director or compensation in the form of stock in the
Corporation or a fixed sum for attendance at each meeting of the Board of
Directors or any combination thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 11. Presumption of Assent:
- ----------------------------------
A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE IV - OFFICERS
---------------------
SECTION 1. Number:
- ------------------
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors, including a
Chairman of the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those of
President and Secretary.
Any two or more offices may be held by the same person, except for the offices
of President and Secretary, which may not be held by the same person. Officers
may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office:
- ---------------------------------------
The officers of the Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently as it may be. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified, or until
his death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal:
- -------------------
Any officer or agent may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be terminable at will.
5
<PAGE>
SECTION 4. Vacancies:
- ---------------------
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
SECTION 5. Chief Executive Officer:
- -----------------------------------
The Chief Executive Officer (CEO) shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. President and Vice President/s:
- ------------------------------------------
(a) In the absence of the CEO or in event of his death, inability or refusal to
act, the President shall perform the duties of the CEO, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
CEO. The President shall perform such other duties as from time to time may be
assigned to him by the CEO or by the Board of Directors.
(b) If there is more than one Vice President, each Vice President shall succeed
to the duties of the President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election, the
earliest date having the first rank.
SECTION 7. Secretary:
- ---------------------
The Secretary shall: (a) keep the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more minute books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the CEO certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the stock transfer books
of the Corporation; and (g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned to
him/her by the CEO or by the Board of Directors.
6
<PAGE>
SECTION 8. Treasurer:
- ---------------------
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the CEO or by the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries:
- --------------------
The salaries of the officers shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
ARTICLE V - INDEMNITY
---------------------
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
--------------------------------------------------
SECTION 1. Contracts:
- ---------------------
The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
7
<PAGE>
SECTION 2. Loans:
- -----------------
No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
SECTION 3. Checks, Drafts, etc.:
- --------------------------------
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be signed
by such officer or officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
SECTION 4. Deposits:
- --------------------
All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
--------------------------------------------------------
SECTION 1. Certificates for Shares:
- -----------------------------------
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the President and by the Secretary or by such other officers authorized by
law and by the Board of Directors so to do, and sealed with the corporate seal.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares:
- ------------------------------
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes. Provided, however, that upon any action undertaken by
the shareholders to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status, said
restriction on transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
8
<PAGE>
ARTICLE VIII - FISCAL YEAR
--------------------------
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December of each year.
ARTICLE IX - DIVIDENDS
----------------------
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE X - CORPORATE SEAL
--------------------------
The Board of Directors shall provide a corporate seal, which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, "Corporate Seal".
ARTICLE XI - WAIVER OF NOTICE
-----------------------------
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII - AMENDMENTS
------------------------
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors.
The above Bylaws are certified to have been adopted by the Board of Directors of
the Corporation on the 7th Day of January, 1999.
- ----------------------------------
David Spoon, President
9
Exhibit 10a
PURCHASE AGREEMENT
With respect to the purchase agreement (the "Agreement") entered into between
Anthem Recording West, Inc. (the "Purchaser" of "ARWI"), and William Jay
Spoon (the "Seller"), the Agreement is as follows:
I. The Seller agrees to sell full licensing and/or right of future sales and
commissions and royalties to ARWI, the following songs that have been
copyrighted and filed with ASCAP (the "American Society of Composers,
Authors, and Publishers") which is located at One Lincoln Plaza, New York,
New York, 10023, and are included in this Agreement. Copies of all actual
filings are attached to this Agreement.
1. ALL I GOT Copyright Date Copyright Number
12-21-89 SR 170-560
2. BETTY Copyright Date Copyright Number
03-21-88 SR 134-056
3. BRAND NEW DAY Copyright Date Copyright Number
12-19-89 SR 169-102
4. BREAKIN' OUT Copyright Date Copyright Number
12-21-89 SR 170-558
5. BON VOYAGE Copyright Date Copyright Number
06-23-88 SR 136-508
6. CLOSE TO YOU Copyright Date Copyright Number
12-19-89 SR 169-102
7. DESERT OF LOVE Copyright Date Copyright Number
09-30-88 SR 142-643
8. EVERYTIME Copyright Date Copyright Number
12-21-89 SR 169-784
9. GIRL IN THE WIND Copyright Date Copyright Number
09-30-88 SR 142-668
10. HELP ME Copyright Date Copyright Number
09-29-88 SR 141-751
11. HOPE ANTHEM Copyright Date Copyright Number
06-23-88 SR 137-202
<PAGE>
12. I WILL LAY ME DOWN Copyright Date Copyright Number
12-19-89 SR 169-103
13. JOHNNY'S ON PARADE Copyright Date Copyright Number
01-17-89 SR 148-077
14. LITTLE GIRL Copyright Date Copyright Number
09-29-88 SR 141-753
15. LIVE TODAY Copyright Date Copyright Number
09-29-88 SR 141-750
16. MAY I HAVE THIS DANCE Copyright Date Copyright Number
04-18-89 SR 154-962
17. RUNNING Copyright Date Copyright Number
12-18-89 SR 169-129
18. TENDER TOUCH Copyright Date Copyright Number
09-29-88 SR 141-754
19. THANKS A LOT Copyright Date Copyright Number
12-19-89 SR 169-100
20. WATER OF LIFE Copyright Date Copyright Number
09-29-88 SR 141-752
21. WHEN YOU'RE LONELY Copyright Date Copyright Number
09-29-88 SR 142-886
22. WHERE I BELONG Copyright Date Copyright Number
07-14-92 SR 237-693
23. HEART OF A WARRIOR Copyright Date Copyright Number
07-15-92 SR 236-791
24. WINGS LIKE A DOVE Copyright Date Copyright Number
07-15-92 SR 237-201
25. HOME AGAIN Copyright Date Copyright Number
07-14-92 SR 237-773
26. READY OR NOT Copyright Date Copyright Number
07-14-92 SR 237-966
<PAGE>
27. UNMASKED Copyright Date Copyright Number
07-15-92 SR 236-790
28. LUV, LUV, LUV Copyright Date Copyright Number
07-14-92 SR 237-697
29. NEW Copyright Date Copyright Number
07-14-92 SR 237-688
30. NEVER LET YOU GO Copyright Date Copyright Number
07-14-92 SR 237-690
31. WISHFUL DRINKING Copyright Date Copyright Number
03-01-93 SR 253-623
32. RUNAWAY TRAIN Copyright Date Copyright Number
04-13-93 SR 254-161
33. HERE WE ARE Copyright Date Copyright Number
03-04-93 SR 253-507
34. HOPE FOR ME Copyright Date Copyright Number
03-05-93 SR 252-429
35. LIVIN WELL ENOUGH Copyright Date Copyright Number
03-05-93 SR 250-240
36. WHEN YOUR COOL Copyright Date Copyright Number
03-05-93 SR 250-489
II. Each song is at this date, considered by both parties (both the Seller and
ARWI) a value of $1,416.66 per song that has been copyrighted, in
accordance with the provisions of section 410(a) of Title 17, United States
Code, attests that copyright registration has been made for the work
identified in Section I of the Agreement.
III. ARWI agrees to purchase the thirty-six (36) song listed in Section I of
this agreement for the total purchase price of $51,000.00, to be paid in
cash (US Currency) within 24 hours of the execution of this Agreement.
This Agreement signed by both parties in the county of San Diego, in the State
of California, on the 26th Day of the Month of January, 1999.
_____________________________ ___________________________________
Anthem Recording West, Inc. Tuning Spoon Music
David Spoon - President William Jay Spoon
Exhibit 23a
Consent of Accountant
Anthem Recording West, Inc.
11423 West Bernardo Court
San Diego, California 92127
RE: Form 10-SB of Famous Internet Mall, Inc. filed with the Securities and
Exchange Commission on or about September 15, 1999 ("Form 10-SB")
Gentlemen:
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "financial statements".
Craig W. Conners, CPA
Independent Auditor
110 West A Street, Suite 600
San Diego, California 92101
<PAGE>
Exhibit 23b
Consent of Attorney
Anthem Recording West, Inc.
11423 West Bernardo Court
San Diego, California 92127
RE: Form 10-SB of Anthem Recording West, Inc. filed with the Securities and
Exchange Commission on or about September 15, 1999 ("Form 10-SB")
Gentlemen:
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "legal matters".
Robert Blair Krueger II
The Krueger Group, LLP
11423 West Bernardo Court
San Diego, California 92127
Exhibit 99a
CONFIDENTIAL OFFERING MEMORANDUM
- --------------------------------------------------------------------------------
Anthem Recording West, Inc.
(A California Corporation)
Up to 2,100,000 Shares of Common Stock, .001 Par Value
Offering Price: $0.05 Per Share - Minimum purchase: 5,000 Shares
Total Offering: $105,000
IT IS ANTICIPATED THAT THE SECURITIES WILL BE OFFERED FOR SALE IN A NUMBER OF
STATES. THE SECURITIES LAWS OF CERTAIN STATES REQUIRE CERTAIN CONDITIONS AND
RESTRICTIONS RELATING TO THE OFFERING TO BE DISCLOSED. A DESCRIPTION OF THE
RELEVANT CONDITIONS AND RESTRICTIONS IS SET FORTH BELOW. FURTHERMORE, CERTAIN
STATES IMPOSE SUITABILITY STANDARDS ON PROSPECTIVE PURCHASERS IN ADDITION TO
THOSE GENERALLY IMPOSED BY THE COMPANY. IT SHOULD NOT BE ASSUMED BY REASON OF
THE SUMMARY BELOW OF A PARTICULAR STATE'S REQUIREMENTS THAT THE COMPANY HAS BEEN
AUTHORIZED TO OFFER OR SELL SECURITIES IN SUCH STATE.
THESE SECURITIES ARE BEING ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISION OF THE SECURITIES LAWS, SPECIFICALLY
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND VARIOUS
SELF-EXECUTING LIMITED OFFERING EXEMPTIONS OR ISOLATED TRANSACTION EXEMPTIONS IN
THE STATES WHERE AN OFFERING WILL BE MADE, WHICH THE OFFER INTENDS TO FULLY
COMPLY WITH AND IS TAKING SPECIFIC INTERNAL STEPS TO DO SO. WHILE THERE ARE NO
RESTRICTIONS ON THE RESALE OF THESE SECURITIES ON THE FEDERAL LEVEL, THE VARIOUS
STATE LAW REQUIREMENTS MUST BE COMPLIED WITH FOR PURPOSES OF RESALE, WHICH MAY
BE DONE PURSUANT TO EXEMPTION WHEREVER AVAILABLE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Price to Purchasers Proceeds to the Company
------------------- -----------------------
Per Share $ 0.05 $ 0.05
Total Offering $ 105,000.00 $ 105,000.00
- --------------------------------------------------------------------------------
Anthem Recording West, Inc.
11423 West Bernardo Court
San Diego, California 92127
This Prospectus was authorized on January 31, 1998
--------------------------------------------------
<PAGE>
TABLE OF CONTENTS
TABLE OF CONTENTS..............................................................2
THE OFFERING...................................................................3
OFFERING SUMMARY...............................................................4
THE COMPANY.................................................................4
THE OFFERING................................................................4
SELECTED FINANCIAL INFORMATION..............................................4
BALANCE SHEET DATA..........................................................4
RISK FACTORS...................................................................5
BUSINESS RISKS..............................................................6
DILUTION.......................................................................7
USE OF PROCEEDS................................................................7
PROPOSED BUSINESS OF THE COMPANY...............................................8
HISTORY AND ORGANIZATION....................................................8
THE COMPANY.................................................................8
BUSINESS OF THE COMPANY.....................................................8
MARKET......................................................................8
COMPETITION.................................................................9
MANAGEMENT..................................................................9
COMPENSATION................................................................9
INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS.......10
RESUMES.......................................................................10
CONFLICTS OF INTEREST.........................................................11
STOCK.........................................................................11
PRINCIPAL SHAREHOLDERS.....................................................12
DESCRIPTION OF SECURITIES..................................................12
PRICING THE OFFERING..........................................................12
LITIGATION....................................................................13
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................13
ADDITIONAL INFORMATION........................................................13
<PAGE>
THE OFFERING
This offering is being made by Anthem Recording West, Inc. (the "Company") on a
"best efforts" basis. The Company is offering 2,100,000 shares of its common
stock ("Shares") at a price of $0.05 per share. All funds received from
subscribers will be deposited in the treasury of the Company upon acceptance of
the subscription.
There is no market for the shares being offered and there can be no assurance
that a market will develop by reason of this offering. The offering price has
been arbitrarily determined by the Company, and has no relationship to the
Company's assets, book value, net worth, or other recognized criteria of value.
The Company has no operating history and there are significant risks that exist
concerning the Company and its proposed operations (see "RISK FACTORS").
The Company will file a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6) and/or Uniform Limited Offering Exemption (the "Notice") on Form D
with the United States Securities and Exchange Commission.
Copies of the Notice on Form D may be inspected without charge at the corporate
offices of the Company during regular business hours and copies of all or any
part thereof may be obtained from the Company at prescribed rates.
THE SHARES ARE OFFERED BY THE COMPANY AND MAY BE SOLD BY OFFICERS AND DIRECTORS
OF THE COMPANY AND ARE SUBJECT TO PRIOR SALE, WITHDRAWAL, OR CANCELLATION OR
MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE, AND CONFIRMATIONS OF SALE,
ISSUED BY THE COMPANY ARE SUBJECT TO ACCEPTANCE BY THE COMPANY AND IT IS THE
RIGHT OF THE COMPANY TO REJECT ANY OFFER TO PURCHASE AND CANCEL ANY CONFIRMATION
OF SALE, IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE, AT ANY TIME PRIOR TO
DELIVERY OF SHARES TO A SUBSCRIBER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION, OR IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. ALL PAYMENTS FOR THESE SECURITIES SHALL
BE MADE BY CASH, CHECK, OR MONEY ORDER PAYABLE TO "ANTHEM RECORDING WEST, INC."
THE TERMINATION DATE OF THIS OFFERING IS ONE HUNDRED TWENTY (120) DAYS AFTER THE
DATE OF THIS PROSPECTUS, UNLESS EXTENDED BY THE COMPANY FOR AN ADDITIONAL ONE
HUNDRED TWENTY (120) DAYS.
3
<PAGE>
OFFERING SUMMARY
The following is a summary of certain information contained in this Prospectus
and is qualified in its entirety by the more detailed information and financial
statements (including notes thereto) appearing elsewhere in this Prospectus.
The Company
Anthem Recording West, Inc. (the "Company") was organized as a California
corporation on January 4, 1999. Its principal office is currently located at
11423 West Bernardo Court, San Diego, California 92127. The current telephone
number is (619) 675-4445. The fax number is (619) 675-4443.
The Company was formed to be an A.S.C.A.P. registered Publishing company. The
publishing rights of a song, story, musical arrangement, or any other artistic
medium generates revenues well beyond the scope of initial public display and
sales. The rights and revenues of those vehicles are directly related to the
publishing industry. By owning the publishing rights, a company creates
tremendous income potentials with an enormously long-term scope of receiving
annuity style profit margins.
The company is a start-up enterprise in the development stage and has had no
revenues to date. (See "Proposed Business of the Company").
The Offering
- --------------------------------------------------------------------------------
Type of securities offered: 2,100,000 Shares of Common Stock
$0.001 Par Value, offered at $0.05 per share
- --------------------------------------------------------------------------------
Shares outstanding prior to
offering: 7,900,000
- --------------------------------------------------------------------------------
Shares outstanding after offering: 10,000,000
(if all securities are sold)
- --------------------------------------------------------------------------------
Selected Financial Information
The following sets forth the selected financial information as of January 31,
1999, and is qualified in its entirety by the financials appearing elsewhere in
this Prospectus. The Company's fiscal year end is December 31.
Balance Sheet Data
- --------------------------------------------------------------------------------
Cash $0.00
- --------------------------------------------------------------------------------
Total Assets $0.00
- --------------------------------------------------------------------------------
Total Liabilities $0.00
- --------------------------------------------------------------------------------
Book Value Per Share $0.00
- --------------------------------------------------------------------------------
4
<PAGE>
RISK FACTORS
1. Arbitrary Offering Price. Prior to the offering made hereby, there has
been no market for the Company's Common Stock. The offering price of the Shares
has been arbitrarily determined by the Company and bears no relationship to
assets, book value, net worth, earnings, actual results of operations, or any
other established investment criteria. Among the factors considered in
determining such offering price were the Company's current financial condition,
the degree of control which the current shareholders desired to retain, and an
evaluation of the prospects for the Company's growth. The offering price set
forth on the cover page of this Prospectus should not, therefore, be considered
an indication of the actual value of the Common Stock of the Company.
2. Dilution. Investors participating in this offering will not incur
immediate, substantial dilution. See "DILUTION".
3. Lack of Market for Shares. There is no market for the Company's Shares
and there can be no assurance that such a market will develop by reason of this
offering. Upon completion of the offering, there is a possibility that even if a
market does develop, it would not be sustained. The investment community may
show little or no interest in the Shares offered; and, accordingly, investors
may not be readily able to liquidate their investment. Even if a purchaser
hereunder is able to find a brokerage firm to effect a transaction in the
securities of the Company, a combination of brokerage commissions, state
transfer taxes, when applicable, and any other selling costs may exceed the
offering price of the same.
4. No Underwriter. The Company will sell the Shares offered hereby without
the use of an underwriter. The Company may experience difficulty in completing
the sale of its Shares and if so, the Company may not be able to complete its
business plan as successfully as it might if the maximum number of Shares are
sold.
5. No Likelihood of Dividends. The Company has never paid dividends. At
present, the Company does not anticipate paying dividends on its Common Stock in
the foreseeable future and intends to devote any earnings to the development of
the Company's business. Investors who anticipate the need for immediate income
from their investment should refrain from the purchase of the Shares.
6. Potential for Future Stock Offerings. In the event the proceeds from
this Offering are inadequate to finance operations, the Company may conduct
future offerings of its securities. Such an offering would dilute the ownership
interests of investors in this offering.
5
<PAGE>
Business Risks
7. Recently Organized Company. The Company was only recently organized and
may be considered a start-up company. The Company has no operating history and
has not conducted any significant business prior to its organization. The
Company, therefore, must be considered promotional and in its early formative
and developmental stage. Potential investors should be aware of the difficulties
normally encountered by a new enterprise. There is nothing at this time on which
to base an assumption that the Company's business plans will prove successful,
and there is no assurance that the Company will be able to operate profitably
(see "PROPOSED BUSINESS OF THE COMPANY").
8. Use of Proceeds Not Specific. The proceeds of this offering have been
allocated only generally. Proceeds from sale of Shares will most likely be
allocated to working capital or administrative expenses. Accordingly, investors
will entrust their funds with management in whose judgment investors must
depend, with only limited information about management's specific intentions.
(see "USE OF PROCEEDS" and "PROPOSED BUSINESS OF THE COMPANY").
9. Controlling Entities and Potential Conflicts of Interest. Upon
completion of this offering, the present directors and executive officers and
their respective affiliates, will beneficially own approximately 79.00% of the
outstanding Common Stock. As a result, these stockholders will be able to
exercise significant influence over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. Such concentration of ownership may also have the effect of
delaying or preventing a change in control of the Company. Management will be
engaged in transactions with the Company that will involve potential conflicts
of interest. In addition, the officers are not required to devote all of their
time and energies to the business and affairs of the Company.
10. Competition. There are numerous corporations, firms, and individuals
that are engaged in the type of business activities contemplated by the Company.
Many of those entities are more experienced and possess substantially greater
financial, technical, and personnel resources than the Company. While the
Company hopes to be competitive with other similar companies, there can be no
assurance that such will be the case.
6
<PAGE>
DILUTION
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is liquidated, a purchaser of Shares may receive less than
his initial investment and a present stockholder may receive more.
The net tangible book value of the Company's Common Stock as of January 31, 1999
was $0.00 per share. After giving effect to the receipt of estimated net
proceeds of $105,000 thousand dollars from the sale by the Company of 2,100,000
shares of Common Stock the pro forma net tangible book value would then be
$105,000 thousand dollars or $0.0105 per share of Common Stock. This represents
an immediate increase in net tangible book value of $0.0105 per share of Common
Stock to existing holders of Common Stock from the proceeds of the Offering and
substantial dilution to the new investors (i.e., the difference between the
assumed initial offering price of $0.05 per share of Common Stock and the pro
forma net tangible book value per share) of $0.0395 per share of Common Stock.
USE OF PROCEEDS
The net proceeds of the offering will be $105,000. The principal purposes and
priorities in which proceeds are to be used are as set forth below:
- --------------------------------------------------------------------------------
Gross Amount of Proceeds: $105,000.00 100.0%
- --------------------------------------------------------------------------------
Accounting Fees 2,000.00 1.90
- --------------------------------------------------------------------------------
Stock Transfer Agent 2,000.00 1.90
- --------------------------------------------------------------------------------
Travel Expenses 2,500.00 2.38
- --------------------------------------------------------------------------------
Incorporation Expenses 3,000.00 2.87
- --------------------------------------------------------------------------------
Multimedia Promotions 5,000.00 4.76
- --------------------------------------------------------------------------------
Musician Talent Search 5,000.00 4.76
- --------------------------------------------------------------------------------
Song Production 5,000.00 4.76
- --------------------------------------------------------------------------------
Consulting Fees 7,500.00 7.15
- --------------------------------------------------------------------------------
Legal Fees 10,000.00 9.52
- --------------------------------------------------------------------------------
Salaries 12,000.00 11.43
- --------------------------------------------------------------------------------
Purchase of Existing Business 51,000.00 48.57
- --------------------------------------------------------------------------------
Total $105,000.00 100.0%
- --------------------------------------------------------------------------------
The amounts set forth above merely indicate the proposed use of proceeds. Actual
expenditures may vary substantially from these estimates depending upon economic
conditions and the production and sale of the products and services provided by
the Company. Accordingly the Company reserves the option to seek additional
funds through loans, other offering of the Company's securities or other
financial arrangements.
7
<PAGE>
PROPOSED BUSINESS OF THE COMPANY
History and Organization
Anthem Recording West, Inc. (the "Company") was organized as a California
corporation on January 4, 1999. Its principal office is currently located at
11423 West Bernardo Court, San Diego, California 92127. The current telephone
number is (619) 675-4445. The fax number is (619) 675-4443.
The Company
The Company was formed to be an A.S.C.A.P. registered Publishing company. The
publishing rights of a song, story, musical arrangement, or any other artistic
medium generates revenues well beyond the scope of initial public display and
sales. The rights and revenues of those vehicles are directly related to the
publishing industry. By owning the publishing rights, a company creates
tremendous income potentials with an enormously long-term scope of receiving
annuity style profit margins.
The Company is a start-up enterprise in the development stage and has had no
revenues to date.
Business of the Company
The Company is in the business of publishing. While tens of thousands of
musicians write and produce wonderful music of all types, only a small handful
will ever reach the ears of the individuals that can give the musician an actual
recording contract so that their material can be sold in the public market
place. Anthem recording, for a percentage of publishing rights of the songs they
chose, will introduce unknown acts to individuals and companies in the music
industry and attempt to create contacts relating to record sales and even longer
income streams through publishing.
While standard methods of locating musical talent will be used by Anthem
Recording West, there will also be a strategic alliance with up and coming
quality stage three studios. These type of studios are usually one step away
from reaching Mix magazine features, which is the industry standard for quality
music being produced in the United States. The advantage of alliances across the
country give Anthem Recording West the opportunity of reviewing the best quality
of new music and fresh musicians that are candidates for publishing contracts.
Market
Anthem Recording West will use its present industry contacts, while establishing
new contacts, to promote fresh music and talented musicians. By owning the
publishing rights in the earliest phase, we maximize our opportunity for
profits.
8
<PAGE>
Competition
Management has found that there are other similar businesses that exist. While
competition is formidable in every industry, the music business seems to be
especially fierce. Except for the publishing side. Most groups have mistakenly
concluded that only the major labels such as Sony and R.C.A. already own all the
available publishing rights. Nothing could be further from the truth. The market
is wide open for small and medium size publishing companies to take advantage of
the ever growing plethora of talented musicians and music.
Management
The directors and executive officers of the Company are as follows:
- --------------------------------------------------------------------------------
Name Position
- --------------------------------------------------------------------------------
David Spoon President
Member of the Board of Directors
- --------------------------------------------------------------------------------
Jeffery Chatfield Vice President
Member of the Board of Directors
- --------------------------------------------------------------------------------
Roger L. Bracken Secretary & Treasurer
Member of the Board of Directors
- --------------------------------------------------------------------------------
The directors named above will serve until the first annual meeting of the
Company's shareholders. Thereafter, directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or are contemplated.
The directors and officers initially will devote their time to the Company's
affairs on an "as needed" basis, the amount of which is undetermined at this
time. Such time could amount to as little as ten percent of the time they devote
to their own business affairs.
There are no other persons whose activities are material to the Company's
operations.
Compensation
The Board of Directors has adopted a salary compensation for the Directors and
Officers of the Company. For six months, both David Spoon and Roger Bracken will
receive salaries of $1,000.00 per month. After six months of conducting
business, the financial condition of the Company will dictate the compensations
of the President, Vice President, Secretary/Treasurer and any other Officers and
Directors, plus the Company will reimburse its officers and directors for any
out-of pocket expenses incurred on behalf of the Company. The Company does not
have any pension, profit-sharing, stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.
9
<PAGE>
Indemnification and Exclusion of Liability of Directors and Officers.
So far as permitted by the California Business Corporation Act, the Company's
Articles of Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
RESUMES
David Spoon
President, Member of the Board of Directors
Mr. Spoon is currently serving as President and is also the Chairman of the
Board of Directors. His job responsibilities include general supervision and
control of all of the business and affairs of the Corporation.
Mr. Spoon has had extensive involvement in the business community. Along side of
creating a corporation that grew to over three hundred people, he also
functioned as the chief executive officer for five years. He is also the
president of Scribbler Productions and the vice president of Tuning Spoon
Publishing. He hosted a radio show in Northern Arizona and is preparing to do
the same in San Diego. He also currently works with professional athletes in
marketing their business and charities as well. Mr. Spoon holds licenses for
real estate and investments, and in addition holds three separate ordinations
from different denominations.
Jeffery Chatfield
Vice President, Member of the Board of Directors
Mr. Chatfield is currently the Vice President and a Member of the Board of
Directors. His job responsibilities will consist of interior operations along
with client relations. Mr. Chatfield is also currently the Vice President,
Investor Relations of 1st Net Technologies, Inc., a professional Internet
company located in San Diego as well. From 1991 to 1995 was Financial Consultant
for A.G. Edwards & Sons. From 1995 to 1998 Mr. Chatfield was the Associate Vice
President of Presidential Brokerage, Inc., a California corporation. He obtained
his B.S. degree in Finance & Banking from National University.
10
<PAGE>
Roger L. Bracken
Secretary & Treasurer, Member of the Board of Directors
Mr. Bracken is currently serving as Secretary and Treasurer and is also a Member
of the Board of Directors. His responsibilities with the Company will consist of
the Company's accounting records (bills payable, receivable, payroll, taxes,
etc.) Mr Bracken has been in charge of endeavors such as purchasing and owning
his own trucking company, and running his own trucking business. From 1978 until
1989, he acted as Business Manager for the Leneta Corporation.
CONFLICTS OF INTEREST
Initially, none of the officers of the Company will devote 100% of their time to
the affairs of the Company. All of the officers have employment or business
activities outside of the Company. There will be occasions when the time
requirements of the Company conflict with the demands of the officers' other
employment. In this event, such conflicts may require that the Company attempt
to employ additional personnel. There is no assurance that the services of such
persons will be available or that they can be obtained upon terms favorable to
the Company.
The Company's officers and directors are subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which the
Company has indicated an interest, either through its proposed business plan or
by way of an express statement of interest contained in the Company's minutes.
No such indication of interest has yet been declared. If such areas of interest
are delineated, all business interests which may conflict with those of the
Company which come to the attention of an officer and/or director of the Company
must be promptly disclosed to the Board of Directors and made available to the
Company. In the event the Board shall reject an opportunity so presented, and
only in that event, any of the Company's officers and directors may avail
themselves of such an opportunity. Every effort will be made to resolve any
conflicts that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
STOCK
The following table sets forth information with respect to the share ownership,
both before and after this offering, of all beneficial 5% or more shareholders,
directors, officers and the officers and directors as a group, of the Stock of
the Company.
11
<PAGE>
Principal Shareholders
- --------------------------------------------------------------------------------
Owner Shares Owned Percent Before Percent After
Offering Offering
- --------------------------------------------------------------------------------
David Spoon
31350 Alisa Place 7,900,000 Shrs. 100.0 % 79.00 %
Valley Center, California 92082
- --------------------------------------------------------------------------------
Description of Securities
The Company is offering 2,100,000 Shares (the "Shares") in this offering at a
price of $0.05 per share. The Company is authorized to issue 50,000,000 shares
of its Common Stock, $0.001 par value. Each share of Common Stock is entitled to
share pro rata in dividends and distributions with respect to the Common Stock
when, as and if declared by the Board of Directors from funds legally available
therefore. No holder of any shares of Common Stock has any pre-emptive right to
subscribe for any of the Company's securities. Upon dissolution, liquidation or
winding up of the Company, the assets will be divided pro rata on a
share-for-share basis among holders of the shares of Common Stock after any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable. Each shareholder of Common Stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose to do so.
PRICING THE OFFERING
There is no market for the Shares. Although the Company plans to try and develop
a market for the shares, there is no assurance that a market will develop for
such following the offering. The offering price of the Shares to be sold in the
offering was determined by the Company. In determining the offering price and
number of Shares to be offered, the Company considered such factors as the
financial condition of the Company, its net tangible book value, lack of
operating history, and general condition of the securities markets. Accordingly,
the offering price set forth on the cover page of this Prospectus should not be
considered to be an indication of the book value of the stock. The price bears
no relation to the Company's assets, book value, lack of earnings or net worth
or any other traditional criterion of value. Even in the event a market develops
for the Common Stock of the Company, it is unlikely that normal market forces
will result in a price increase of the Common Stock.
12
<PAGE>
LITIGATION
The Company is not presently a party to any litigation nor, to the knowledge of
Management, is any litigation threatened.
LEGAL MATTERS
Robert B. Kreuger of The Krueger Group, LLC whose address is 11423 West Bernardo
Court, San Diego, California 92127 will provide legal services in rendering an
opinion with respect to the exemption to registration of the shares of common
stock of the Company offered in this offering.
EXPERTS
Sam Cordovano of Cordovano and Company whose principal address is 201 Steele
Street, Suite 300; Denver, Colorado, independent certified public accountants,
will act as auditor with respect to the financial and accounting statements of
the Company.
ADDITIONAL INFORMATION
The Company will file within 15 days of the 1st sale, with the Securities and
Exchange Commission a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption (the "Notice") on Form D
under the provisions of the Securities Act of 1933. Copies of the Notice on Form
D may be purchased at the Commission's principal office, upon payment of the
fees presented by the Commission, or at the Company's corporate offices during
regular business hours.
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STOCK SUBSCRIPTION AGREEMENT
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Anthem Recording West
11423 West Bernardo Court
San Diego, California 92127
RE: Acquisition of Common Shares of Anthem Recording West, Inc., A California
Corporation (the "Company").
A. SUBSCRIPTION
The undersigned hereby acknowledges receipt of a copy of the offering memorandum
of the company and hereby subscribes for the number of Common Shares (the
"Shares") in the Company set forth on the signature page below at the purchase
price indicated.
B. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES
1. Rule 504 Warranties. In connection with your offer of Shares, I represent and
warrant that I am over the age of 21 years; have had an opportunity to ask
questions of the principals or representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the merits and risks of my investment in the Company; that I am
financially responsible and able to meet my obligations hereunder and
acknowledge that this investment is by its nature speculative; that you have
made all disclosure and documents pertaining to this investment available to me
and; where requested, to my attorney, accountant and investment adviser; and
that I will not sell my shares without registration under the Securities Act of
1933 or exemption therefrom.
2. Suitability. I represent that I either have such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of my investment in the Company or, together with the purchaser
representative, if any, named below, have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of my investment in the Company; that I relied on my own legal counsel or
elected not to rely on my counsel despite the Company's recommendation that I
rely on my own legal counsel; and that I am able to bear the economic risk of
such investment.
3. Representations by the Company. Except as set forth in the Offering
Memorandum, no representations and warranties, oral or otherwise, have been made
to the undersigned by the Company or any agent, employee or affiliate of the
Company, or any other person whether or not associated with this Offering and in
entering into this transaction, the undersigned is not relying upon any
information other than contained in the Offering Memorandum and the results of
his own investigation.
4. Risk. The undersigned understands that an investment in the Company involves
substantial risks, and the undersigned has carefully reviewed and is aware of
all of the risk factors related to the purchase of the Shares, including those
set forth under the caption "Risk Factors" in the Offering Memorandum.
5. Residency Declaration. The undersigned represents and warrants that he is a
resident of the State in which this offer is made insofar as he occupies a
dwelling within the state and intends to remain within the State for an
indefinite period of the time. Further, if the undersigned is not a resident of
the State in which the offer is made, then the undersigned represents and
warrants that he is not a resident of any other state or possession of the
United States.
6. Restrictions of Transferability. The undersigned understands that the Shares
have been offered only in the states where permitted and are being sold pursuant
to an exemption from registration under the Securities Act of 1933, as amended
under Section 3 (b) and Rule 504 thereof and pursuant to the analogous State
statutes. The undersigned further understands that the Shares may not be
registered in any state which does not recognize such exemption and any
transfers to residents of such state must be made pursuant to registration or an
exception from registration in the transferee's state.
7. Indemnification and Arbitration. The undersigned recognizes that the offer of
the shares of Shares in the Company was based upon his representations and
warranties contained above and hereby agrees to indemnify the Company and to
hold it harmless against and all liabilities, costs or expenses (including
reasonable attorney's fees) arising by reason of, or in connection with, any
misrepresentation or any breach of such warranties by the undersigned, or
arising as a result of the sale or distribution of the Shares by undersigned in
violation of the Securities Act of 1933, as amended , or any other applicable
law. Further, in the event that any dispute were to arise in connection with
this Agreement or with the undersigned's investment in the company, the
undersigned agrees, prior to seeking any other relief at law or equity, to
submit the matter to binding arbitration accordance with the rules of the
National Association of Securities Dealers (NASD) at a place to be designated by
the Company.
<PAGE>
8. Accredited Investor. I AM __________or I AM NOT___________ an accredited or
exempted investor based on the qualifications below:
a. A person who purchases at least $150,000 worth of common stock, if such
purchase price does not exceed 20% of the investor's net worth (including
the net worth of the investor's spouse) at the time of purchase ("net
worth") meaning the excess of all assets over all liabilities under special
provision for valuation of the principal residence of the investor).
b. Any natural person whose individual net worth* or joint net worth* with
that persons spouse, at the time of purchase exceeds $1,000,000.00;
c. Any natural person who had an individual income** not including the
income of the investor's spouse (even if they are purchase Units as joint
tenants or tenants in common), in excess of $200,000 in each of the two
most recent years and who reasonably expects an income** in excess of
$200,000 in the current year.
d. Any business development company as defined in section 2(a)48 of the
Investment Company Act of 1940; or any Small Business Investment Company
licensed by the U.S. Small Business administration under section 301 (c) or
(d) of the Small Business Administration Act of 1958;
e. Any private business development company as defined in section 202(a) of
the Investment Advisers Act of 1940;
f. Any director, executive offer of general partner of the issuer of the
securities being offered or sold, or any director, executive offer or
general partner of a general partner of that issuer;
g. Any entity in which all of the equity owners are accredited investors
under paragraphs (b), (c), (d), (e), or (f) above.
* For this purpose, a person's net worth is the excess of all of the person's
assets over all of the person's liabilities. For the purposes of determining
person's net worth, the principal residence owned by an individual shall be
valued at (A) cost, including the cost of improvements, net of current
encumbrances upon the property or (B) the appraised value of the property as
determined by a written appraisal used by an institutional lender making a loan
to the individual secured by the property, including the cost of subsequent
improvements, net of current encumbrances upon the property. For the purposes of
this provision, "institutional lender" means a bank, savings and loan
association, industrial loan company, credit union or personal property broker
or a company whose principal business is as a lender upon loans secured by real
property and which has such loans receivable in the amount of $2,000,000 or
more.
** For this purpose, a person's income is the amount of his individual adjusted
gross income (as reported on a federal income tax returns), increased by the
following amounts: (a) any deduction for a portion of long term capital gains
(Section 1202 of the Internal Revenue Code (the "Code"); (b) any deduction for
depletion (Section 611 et seq. of the Code); (c) any exclusion for interest on
tax-exempt municipal obligations (Section 103 of the Code); and (d) any losses
of a partnership allocated to the individual limited partner (as reported on
Schedule E of Form 1040).
9. Non-Accredited Investor.
a. My present net worth (exclusive of home, furnishings and automobiles)
exceeds five times my contemplated investment in the Company (_________Yes
_________No)
b. During the previous tax year I had an annual taxable income in excess of
$____________________________.
c. During the present tax year I anticipate an annual taxable income in
excess of $_________________________.
10. Agency Approval. No federal or state agency has made any determination as to
the fairness of the offering for investment purposes, or any recommendations or
endorsements of the Shares.
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C. MISCELLANEOUS
1. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
2. This contains the entire agreement between the parties with respect to the
subject matter hereof. The provisions of this Agreement may not be modified
or waived except in writing.
3. The headings contained in this Agreement are for convenient reference only,
and they shall not limit or otherwise affect the interpretation of any term
or provision hereof.
4. The Shares described for herein will be acquired solely by Subscriber for
Subscriber's own account and not on behalf of any other person or
organization or entity, and not with a view to, or for resale in connection
with, any distribution of the Shares within the meaning of the California
Corporations Code. Subscriber agrees to retain the Shares subscribed for
herein until such time as the resale or transfer of said Shares can be
lawfully effected in compliance with applicable securities laws. The
Subscriber understands and agrees that there may be other restrictions and
conditions on sale of the Shares under the terms and conditions of the
applicable laws of the Subscriber's state of residence.
The securities are being acquired in good faith solely for my own account
(personal or corporate), for investment purposes only, and are not being
purchased with a view to the resale, distribution, subdivision, or
fractionalization thereof.
I hereby subscribe to _________________ shares of common stock (@ $0.05 per
share) in Anthem Recording West, Inc. for a total purchase price of $_________
.
In WITNESS WHEREOF, the undersigned has executed this Agreement as of this
__________ day of _________________, 1999.
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Subscriber Signature Social Security Number Subscriber Occupation
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Subscriber Name Address (Number, Street,) Address (City, State, Zip)
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Work Phone Number Home Phone Number
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OFFICE USE ONLY
Accepted by Authorized Officer: ________________________ Date Received:_________
CERTIFICATE # _____ DTD: / / Accredited Investor: Y E S / N O
QUANTITY: ____________ $: _____________ Check # _______________
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