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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OF 12(g) OF THE SECURITIES ACT OF 1934
ATLANTIC SYNDICATION NETWORK, INC.
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(Exact name of Small Business Issuers in Its Charter)
NEVADA 88-0325940
- --------------------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2140 West Charleston, Suite B, Las Vegas, Nevada 89102
- --------------------------------------------------- ------------------------
(Address of principal executive offices) (Zip code)
(702) 388-8800
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Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
------------------- ------------------------------
n/a n/a
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $ .001
---------------------------------------------------------------
(Title of Class)
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TABLE OF CONTENTS
<TABLE>
<C> <S> <C>
Item 1. Description of business .............................................. 3
Item 2. Management's discussion and analysis or plan of operation.............. 10
Item 3. Description of property................................................ 11
Item 4. Security ownership of certain beneficial owners and management......... 12
Item 5. Directors, executive officers, promoters and control persons
Compliance with Section 16(a) of the Exchange Act ................. 12
Item 6. Executive compensation ................................................ 16
Item 7. Certain relationships and related transactions......................... 17
Item 8. Legal proceedings...................................................... 17
Item 9. Market for common equity and related stockholder matters............... 17
Item 10. Recent sales of unregistered securities................................ 18
Item 11. Description of securities.............................................. 19
Item 12. Indemnification of directors and officers.............................. 20
Item 13. Financial statements and exhibits...................................... 21
Item 14. Changes in and disagreements with accountants on accounting
and Financial disclosure........................................... 21
Item 15 Financial statements and exhibits...................................... 21
Signatures ........................................................... 22
</TABLE>
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ITEM 1. DESCRIPTION OF BUSINESS.
Atlantic Syndication Network, Inc. (the "Registrant") was originally
incorporated under the laws of the state of Nevada on September 25, 1978 as
Casino Consultants, Inc. Prior to 1992 the Registrant was non-operating. On
September 10, 1992 the Registrant entered into an Agreement and Plan of
Reorganization with Ad Show Network, Inc., a Nevada corporation whereby the
Registrant acquired all the assets of Ad Show Network, Inc., subject to
liabilities, for shares of common stock in the Registrant. The Registrant
shareholders subsequently approved by unanimous vote, in a special
shareholders' meeting on May 25, 1995, to change the name of the Registrant
to Atlantic Syndication Network, Inc.
The Plan of Reorganization between Ad Show Network, Inc. and the
Registrant, Casino Consultants, Inc., in 1992 was an arm's length
transaction. In the first instance by taking back assets rather than cash,
Casino shareholders received a higher price; secondly, residual shareholders
of Casino through the resultant company after the name change - ASNi, (also
the Registrant herein), were in position to move forward with better
capitalization and thirdly, Casino shareholders benefited from the
Registrant's other activities.
The original reverse merger transaction was accounted for as a tax
free reorganization under Section 368(a)(i)(c) of the Internal Revenue Code
of 1986, as amended. As a result, the acquiring Company - Casino Consultants,
Inc. - purchased 100% of the assets of the net monetary assets of ASNi
($690,975) as of September 30, 1992 and agreed to transfer 4,500,000 shares
of its voting stock to ASNi in exchange for these assets. As this was an
exempt isolated transaction and as such securities received in such a
transfer shall not be registered under federal or state securities laws.
From the time of the merger on September 25, 1992 until the
Registrant changed it's name on May 25, 1995 to Atlantic Syndication Network,
Inc., the Registrant's personnel and operations were engaged in the promotion
and advertising of local businesses and products in U.S. Post Offices through
the use of automated kiosks. Successful development and implementation of
advertising operations occurred, however; the U.S. Postal Service
subsequently changed the U.S. Post Master, Postal Service contract personnel
and policies in dealing with third party contractors. In making these changes
the Postal Service caused the discontinuation of operations by the Registrant
in Post Offices throughout the Western U.S. The Registrant's financial
resources had been expended in developing this business and with the
cessation of its kiosk advertising in late 1995 followed in early 1996 by an
assignment of the Registrant's advertising operations to a third party, the
Registrant was left with no substantive operations. By year-end February 1996
the Registrant had an accumulated deficit in retained earnings of < $755,999 > .
Corporate assets of
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$210,711 were non-liquid consisting primarily of organizational and
development costs and fixed assets.
The Registrant completed a private placement as well as a capital
restructuring during this period from 1995 through 1997. The Registrant,
through a private placement, issued new shares from 1995 through 1997 raising
a total of $482,100. The amounts raised were $64,000; $214,200; $163,900; and
$40,000 respectfully. Stock sold was at $0.50 per share. In addition to the
private placement activity the Registrant also met with various note holders
and accounts payable vendors and negotiated exchanges of 144 stock for
various liabilities of the Registrant during this period.
An important factor in the re-capitalization of the Registrant was
the understanding by note holders and liability claimants that ASNi's
management team was committed and that the future prospects of the Registrant
did have value. This realization added to the sale of unregistered securities
with debt converted to stock. There were also shares issued and accepted for
services rendered. In the past two fiscal years 67,600 shares were issued
resulting in $25,400 of notes payable and accounts payable being converted to
144 stock. Liability conversion took place at varying share valuations from
$.20 per share to $.50 per share with debt conversion amounts being $20,000
and $5,400 respectfully for the years 1997 and 1998. In the most current 1998
fiscal year ending February 28, 1999 there were 429,600 shares of restricted
stock issued for services rendered resulting in an increase in paid-in
capital of $25,776.
Part of the visualization of future potential lies in the management
strength and commitment of the principal shareholders, Kent Wyatt and Sarah
Wyatt. The principals also contributed to the re-capitalization and continued
viability of the Registrant as they have not only worked for the past four
years without substantive remuneration, but from 1995 through 1998 have
loaned money to ASNi. These loans to the Registrant began with $15,660
advanced in 1995 and the current amount outstanding to the principals totals
$83,915 as of fiscal year end February 28, 1999. The amount due shareholders
in 1997 was $106,326, the $22,411 reduction in 1998 represents $22,411 repaid
to shareholder in 1998, which was paid in lieu of shareholder taking
additional management fee or salary.
Private placement proceeds, capitalized liabilities of the
Registrant, and advances from principal shareholders were used to redirect
the Registrant's endeavors in design, development, production and
distribution of multi-media television programs, commercials, and
commissioned products requiring digital editing and computer animation. These
products benefit from management's talent and experience in multi-media
programming. The videotapes and television shows produced are Registrant
owned, copyright protected and available for distribution via
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satellite, cable, and broadcast release.
Prior to February 28, 1999 the Registrant was owned by all the
listed shareholders with the principal shareholders, Kent Wyatt and Sarah
Wyatt, controlling 69.4% of the outstanding and issued stock. The value of
the Registrant at year end was its cash on hand of $165,494 and the
accumulated asset value of the television shows and video products the
Registrant has produced and those it has developed and has ready for
production. The Registrant has continued to rebuild its' equity position from
the low of a negative < $76,899 > position at fiscal year end 1996 to a
positive $24,017 at February 1998 yearend, and most recently to a current
February 1999 yearend total of $155,102. The Registrant also has an operating
loss carry forward of < $1,034,856 > as of February yearend 1999 to apply
against future earnings.
The historical audited financial statements presented are those of
ASNI. The rights, preferences, privileges and restrictions of the common
shares are fully described in Item 11 of this document entitled "Description
of Securities." The principle offices of the Registrant are located in Las
Vegas, Nevada and production facilities are located in Hollywood, California.
ASNI is engaged in providing products and services in multi-media
entertainment formats for its' "Show Categories" and for its' clients. ASNI
produces niche market television shows and edits productions using its
cameras, digital editing equipment and computer enhancement techniques. This
production and state-of-the-art postproduction is accomplished by ASNI's
trained and experienced staff. Each program/product is considered a
Registrant "Show Category" or Division. Each production of the Registrant is
a stand-alone operation producing a specific television or video project. The
unique design and show features that are created provide product for specific
targeted audiences.
ASNI is a virtual entertainment Registrant and participates in the
forefront with state-of-the real time digital editing, digital computer
graphic techniques, and expert editing concepts creating a virtual reality on
television. While other infomercial and commercial advertising companies
might be able to duplicate product concepts, ASNI has ten years of experience
in graphics and animation processes. In addition, the Registrant's creative
team does the creative product development in-house, which greatly reduces
media production costs. ASNI has the technology for broadcast productions due
to its personnel having over a decade of experience in the business. These
completed Television 'Shows' represent a long-term Registrant asset in
establishing an inventory of video/film library of shows in different
categories. Each Show also retains its own long-term residual value, once
shown, for generating residual future income.
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ASNI's success over the past 4 years has been its ability to survive
during a period of Show design, development, and packaging. The Registrant
has created required brochures, marketing tools, and developed an advertising
campaign for each show. ASNI also has a market advantage as the Registrant
has strategically aligned itself with an international publisher and public
relations firm to publish, accelerate promotion, and distribute niche market
books tied to its Show Categories. It also has a strategic agreement with a
manufacturer of home drug test kits. These drug test kits will be available
for marketing through the Registrant's Intervention Show and videotapes.
These strategic business alignments provide additional profit venues for each
of the Registrant's Intervention Shows
ASNI produces a superior product because of its ability to control
the production process and maintain quality control through its creative
development, production, and postproduction process. As broadcast editing
standards are used with its state-of-the-art digital video equipment and
personnel, the Registrant is able to produce television shows and videos at a
fraction of the cost compared to using third party studio production vendors.
ASNI's product development includes the following "Show Categories":
- - Intervention Show - ASNI successfully secured project financing and
additional investment in its common stock sufficient to launch its
addiction and drug abuse Intervention Show Category" in 1998. The
Registrant and its' venture partner, a private individual, are very
excited about the prospects for the Intervention Show. The biggest
problem confronting America families today is teenage drug and alcohol
abuse. With one teenager dying every five days in San Diego County,
California there are ~ 75 teenagers dying per year in San Diego or five
times as many teenage fatalities as experienced in the Littleton,
Colorado shooting disaster in the spring of 1999. The significant
difference is that the problem isn't localized but is pervasive and is a
disease that exists nation-wide. ASNI recognized and is participating in
solving the problem. The Registrant is focusing on Intervention, a
proven path to treatment and recovery for the drug and alcohol abuse
disease.
--> ASNI designed, developed, and is currently producing this
television 'Intervention Show' which will begin airing during the
summer of 1999 with its joint venture financial partner secured in
1998. The Registrant obtained the services of Dr. Sally St. John a
Ph.D. and certified substance abuse counselor. Dr. St. John has
extensive experience in treating addiction, in intervention
techniques, and in treating teenage drug abuse. Dr. St. John has
had her own radio and TV shows and lectured to medical groups
through-out the U.S., and is imminently qualified to host the
'Intervention Show' Of significance is the fact that the American
Medical Association (AMA), which recognized the problem of drug
addiction as a disease in
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1956, has now implemented a required certification program for
doctors in drug and alcohol addiction, the American Society of
Addiction Medicine. Tapes from the Intervention Show will be
provided to the State of Nevada, Bureau of Alcohol and Drug Abuse
for use in their continuing education programs.
--> The Show will feature Intervention problems, modern techniques, and
current solutions for the millions of families faced with and
involved with the disease of teenage drug abuse. Show profit
producing areas are varied with the advertising and sponsorship
revenues. Added profit areas are book revenues from intervention
books sold through the show in cooperation with a publishing
partner. Revenues will also come from sale of video tapes of each
show to viewers, institutions, agencies, and members of the 4,000
drug coalition groups in the U.S.. In addition, there will be
revenues from sale of home drug test kits made available through
the Show at a discount from the retail market price.
--> To highlight the home drug test kits potential, it is noted that
the sale of home-drug test kits is the fastest growing segment of
the pharmacological industry. Current sales according to news
reports are in excess of a billion dollars and are projected to
double during the next year.
--> Of societal interest to concerned citizens is the fact that ASNI is
participating with a non-profit foundation dedicated to promoting
awareness and furthering Intervention for teenage addicts. A
percentage of the net earnings from ASNI's Intervention Show will
go to the Angel Heart Foundation. This non-profit foundation was
established by Sarah Wyatt to insure that funds donated would be
fully applied to empowering families faced with drug and alcohol
abuse.
- - Master of the Martial Arts Show - With the growth in popularity of Judo,
Karate, Tae Kwon Do, Aikido and other oriental martial art forms over
the past decade, the Registrant saw an opportunity to bring
instructional knowledge and appreciation of these art forms to a wider
audience. To this end the Registrant produced 50 segments of interviews
with world-wide "Masters" in the martial arts. Each show in this 'Show
Category' provides interviews with 'Masters' of a given martial art
form. These 'Shows are ready for re-release and the Registrant has
regional and international TV distribution companies interested in
syndication of the Show. As the Registrant's cash flow increases
sufficiently to acquire airtime, the re-introduction of the "Master of
the Martial Arts" will commence.
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- - Ninjaerobics-TM-Show - An out growth of the interest in martial arts has
been the development of exercise classes, which focus on martial art
techniques and movements. ASNI, recognizing this opportunity, designed
and developed a Show Category called "Ninjaerobics-TM-." Several Shows
were produced but financial sponsors were not secured and financial
requirements along with need to invigorate the instructional medium put
this "Show Category" on hold. The Registrant is in negotiation with an
investor interested in joint venturing the 'Ninjaerobics-TM-' series
with ASNI and getting it on the air along with instruction workbooks for
sale to the viewing public.
- - The Stock Show-TM- With the biggest and longest 'Bull Market' in the
history of Wall Street beginning in the mid-1990s, ASNI conceived of and
developed a 'Show Category' it has named "The Stock Show -TM-".
The Stock Show sets, promotional materials, advertising kits,
demonstration tapes, and show layouts have been developed, produced
and are ready for full operational production. Several Shows were
co-produced and tested over the air. Initial acceptance of The Stock
Show -TM- was very positive, so much that the pre-arranged and agreed
to sponsorship would only continue with total control and ownership
rights to the Show. ASNI" commitment to professional integrity; its
long-term commitment to shareholders; and its own corporate policy
toward maintaining and controlling intellectual property rights has
necessitated keeping The Stock Show-TM- in a holding position until
proper financial backing can be secured. A venture partner to work
with the Registrant in launching The Stock Show-TM- is anticipated
before the end of 1999. The developmental risk and time required to
put the 'The Stock Show-TM- together and to complete all the
particulars required for production and operation are in place and
consequently investor concerns and investment risk have been minimized
toward operational deployment of The Stock Show-TM-.
The FCC regulates the television entertainment industry. The
Registrant's philosophy in any of the Show Categories produced prohibits show
violence or graphically depicting sex in any form; consequently, the
Registrant's ability to operate once on the air is regulated primarily by its
ability to obtain and retain sponsorship, sell advertising, and generate
production fees.
There are certain windows of opportunity available to ASNI as
success breeds competition and capital investment for ASNI is necessary for
each show to go into production and to be broadcast over the air. The
Registrant does have a strong competitive position in terms of products,
efficient production cost, and creative design of Show Categories. Given
these factors and by capitalizing on viewer interest and responding with
prompt customer service and by immediate delivery of products ordered; the
proper steps will have been taken to help insure the Registrant's success.
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Each Show Category has its own unique specifications and production
requirements, which are documented and adhered to throughout the entire
production process. The following steps for The Stock Show-TM- illustrate
this Production Process:
1. Pre-Production - Potential candidates are screened for suitability and
corporate research is conducted on each Registrant selected to be a guest
on the Show. Planning and scheduling are critical as there are "2"
featured guests on each show and up to two other mini guest spots. The
cost of support personnel becomes crucial and time must be carefully
allocated. Pre-production factors included are:
- Set Design and Image Layout - Construction of Sets.
- Personnel Scheduled - Technical Director (1); Lighting Technicians
(2); Sound Technician (1); Director and Assistant Director (2);
Cameramen (2); Grips (2); Tape Operator (1); Script Girl (1);
Producers, segment producers, and Writers.
- Guests Scheduled - Sixteen guests scheduled and interviewed over
4 days each month.
2. Production - Conducting interviews with scheduled guests is primary in the
over-all process. A number of events have to be coordinated in order to
create success:
- Design and layout of Show for advertising in the paper media and
magazines.
- Develop advertising kits and brochure for recruiting advertisers.
- Develop brochure for recruiting guests who come on the Show.
- Secure Show Sponsor who, in-turn, gets opening and closing
entitlement.
- Sell up to ten advertising segments for each show.
- Select regions where the Show will air and purchase air time.
- Schedule shoots for four days a month.
- Satellite feed of the Show to the various stations selected is
arranged.
3. Post-Production - Post production is a fairly intense and pressure
oriented time with a tight schedule requiring precision editing in
order to meet the defined Show format. Twenty-minute interviews are
edited into 5-minute segments for each featured guest. A quality
control staff and edit staff oversees and verifies that each show
segment is within the proper specifications. The digital and
computerized editing includes blending guest spots with computer
graphics and the advertisements. The aired broadcast is put into a
video format which in-turn becomes a revenue source as the guests use
the videos for shareholders and other purposes. A re-edit of each
interview frequently provides sufficient video for subsequent telecasts.
4. Media Airtime - Primarily, the Registrant purchases, as a syndicator, its
regional airtime for each show from one of the regional TV stations either
directly or from a media broker. However, the media and airtime are
commodity items and as a
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TV series or show grows in popularity and viewer interest expands, the
airtime becomes less expensive.
The executive management of the Registrant consists of Mr. Kent
Wyatt, President and Chief Executive Officer and Sarah Wyatt, Administrative
Officer and Corporate Secretary.
The Registrant is not involved in any litigation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The Registrant currently has a strategic relationship and agreement
established with Promotion Publishing to publish books that compliment the
Registrant's projects and shows. This agreement implements a joint venture to
publish niche market books covering subject areas on shows that the
Registrant is producing. These and other niche market books will be offered
through the Intervention Show, which is also scheduled to air in the summer
of 1999.
The Registrant also has a corporate agreement with a manufacturer of
drug test kits for home use. The drug test kits are FDA approved diagnostic
test kits. The agreement provides for the Registrant to be a VAR (value added
reseller) for Applied Biotech, Inc. (ABI) who is the manufacturer of the drug
test kits.
With each show on Intervention, the Registrant will make available
to viewers a tape of the show featuring various experts, authors, and
celebrities as well as real world situations involving teenage drug and
alcohol abuse, intervention, and the recovery process. Other tapes covering
this subject matter will also be available for purchase along with a book on
Intervention. A home-use drug test kit and workbook will be made available
with each purchase. The Registrant has an 800# phone number providing ease of
ordering for viewers.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's cash position at February 28, 1999 was $165,494, an
increase of $161,523 from February 28, 1998. The increase was primarily
attributable to $75,000 received in the placement of 300,000 shares of common
stock of the Registrant and $225,000 received from the venture partner, Ramon
Bonin, which was invested in the Intervention Show.
The Registrant spent most of 1998 completing development of The
Stock Show-TM-and designing and developing the Intervention Show. Therefore,
there were no accounts receivable at yearend February 28, 1999 and sales for
the year were negligible.
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Working capital at February 28, 1999 was a negative < $99,396 >.
However the current liabilities at yearend included $100,000 of deferred
income, $83,915 due principal shareholders, and $10,000 in notes payable,
which were converted to stock subsequent to yearend providing for a useable
working capital position of $94,519. The 1998 yearend working capital
position after excluding the previously mentioned $83,915 due principal
shareholders was a negative < $37,374 > reflects a positive improvement in
useable working capital of $131,893. This increase is primarily attributable
to the previously mentioned stock placement for $75,000 and joint venture
investment of $225,000.
The Registrant has no material capital commitments at this time.
Future required capital will be provided by cash flow from Show telecasts,
media sponsors, and advertisers; or raised either through private joint
venture investments in one of Registrant's Shows or through the sale of
common shares.
RESULTS OF OPERATIONS
YEAR ENDED FEBRUARY 28, 1997 TO FEBRUARY 28, 1998
During fiscal year ending February 28, 1998, the net profit before
tax position deteriorated 68% from the 1997 yearend loss of < $111,863 > to a
negative < $187,871 > which is consistent with a turn around and building
period where Shows were being developed and revenues were minimal. Revenues
for 1997 and 1998 were $24,000 and $24,950 respectively. Principals in the
Registrant have restricted taking salaries and therefore the Registrant's
total operating expenses including General and Administrative costs are used
to reflect operations in 1996 and 1997. Total costs exceeded sales for 1997
and 1998 by 850% and 550% respectively. The operating costs include non-cash
items, which comprise 82% and 25% respectfully of the total costs. These
non-cash charges are amortization and depreciation charges stemming primarily
from equipment purchased during the now defunct Post Office kiosk project.
Each year a portion of operating expenses has been capitalized as Project
Development Costs. For 1997 and 1998 the amounts capitalized were $170,966
and $50,000 respectfully.
The Registrant's Shows or project developments are the principal
assets of the Registrant. By the end of fiscal year 1997 (February 28, 1998),
the Registrant had 50 weeks of the Show "Masters of the Martial Arts "
completed and the "Ninja Aerobics" Show was developed and tested. The Stock
Show has also been developed, tested, and the Franchise Connection has been
developed. These Shows are structured for a studio, investor, or other
financial partner to participate in putting them on the air.
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YEAR ENDED FEBRUARY 28, 1998 TO FEBRUARY 28, 1999
Sales increased by $102,250 in 1998 primarily due to the investment
of $225,000 in the Intervention Show dealing with drug and alcohol abuse. The
decrease in revenues from other sources for 1998 was approximately $14,000.
This is attributable to concentration on development of The Stock Show-TM-
and the Intervention Show. $100,000 of 1998 income was deferred until 1999
and is carried as a current liability on the balance sheet.
As in the two previous years the Registrant's principals restricted
salary draws and therefore the total operating expenses essentially reflect
costs associated with Production of Shows and the resulting net profit (loss)
before taxes is used for comparison purposes. At February 28, 1999 yearend,
before depreciation charges, the Registrant's total expenses declined 30% to
$151,134. This reduction in expenses, resulting from carefully controlling
production costs and managing expenses, helped improve the net profit
position from the prior 1997 year's deficit of < $187,871 > to a deficit of
only < $791 > after depreciation. Before depreciation charges the Registrant's
working capital position at 1998 yearend was a positive $63,124. As of 1998
yearend the former AD Show assets were fully amortized.
There was no Federal tax expense for the year ended February 28,
1999. The Registrant has a tax loss benefit to carry-forward of $1,034,856,
which is available to offset future tax liabilities.
The Registrant plans to expand its operations during the current
fiscal year through putting on-air other Shows it has developed utilizing
distribution management sectors. Specific Shows to be introduced are The
Stock Show and the Ninja Aerobics Show. Each sector draws on its unique
composition of businesses and industries requiring specialized sector
advertising. Distribution management is the term used to define regional
acceptance of the Registrant's products in a sector while delineating the
advertising support network for each sector. This will be accomplished
through selecting qualified sales technicians for each sector selected and
pairing them with research specialists who evaluate the existing businesses
and industries in a given sector along with the demographic makeup of each
region. The Registrant plans to offer a broad range, multi-media service
portfolio encompassing tapes, books, CD's, drug test kits, and newsletter
subscription services.
ITEM 3. DESCRIPTION OF PROPERTY
The Registrant maintains its corporate offices at 2140 West
Charleston, Ste B in Las Vegas, Nevada. The Registrant has also maintained
for the past three years a 1,500 square foot production office located at
6363 Sunset Drive, Hollywood,
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California. These offices are on a month to month basis and the facility is
located adjacent to the offices of Sho Kosugi, the star of the Registrant's
Master of Martial Arts Show and in proximity to many of the other music and
technical support entities used during show production.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Owner Class
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Kent G. Wyatt 7,983,000 (1) 58.4%
Common Sarah E. Wyatt 1,505,000 11.0%
Common James Shadlus 210,000 (2) 1.5%
Common Bill Madon 1,050,000 7.7%
Common Ramon Bonin 600,000 (3) 4.4%
Common Don B. Dale 22,340 (4) < .1%
</TABLE>
Footnotes to Item 4 (percentages based on 13,667,100 shares
outstanding): (1) The common shares listed include 450,000 shares held in
joint tenancy with Sarah Wyatt, and 400,000 shares held as trustee in-trust
for Kent G. Wyatt Jr. and Lisa Wyatt. (2) James Shadlus was beneficial owner
of 200,000 shares at fiscal yearend. Another 10,000 shares was acquired on
March 2, 1999 for $.50 per share. As Director and Registrant promoter, he was
granted warrants, valued at par value and to be issued during 1999, which
entitle him to purchase up to 100,000 shares of stock in the Registrant. The
warrants will run to 2009. (3) Ramon Bonin is the joint venture investment
and management partner with the Registrant on its Intervention Show. (4) Don
Dale was a nominee for the Board as of February 28, 1999, and was
subsequently elected to the Board on May 4, 1999. Shares owned include 17,340
shares acquired March 1, 1999 at $0.50 per share resulting from conversion of
a note. As a Director he was granted warrants, valued at par and to be issued
during 1999, which entitle him to purchase up to 225,000 shares of stock in
the Registrant. The warrants will run to 2009.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
<TABLE>
<CAPTION>
Name Age Position/Office Term Served Since
- ----- ---- --------------- ---- ------------
<S> <C> <C> <C> <C>
Kent G. Wyatt Sr. 59 Director, President, CEO 1 yr 9/92
Sarah E. Wyatt 59 Director, Corporate Secretary 1 yr 9/92
James Shadlaus 49 Director, Treasurer 1 yr 5/95
Don B. Dale 57 Director 1 yr 5/99
Ramon Bonin 60 Joint Venture Managing Partner n/a n/a
</TABLE>
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MR. KENT G. WYATT
Mr. Wyatt brings over 20 years of combined experience in the
management of television and film production. He served as executive producer
and producer of shows such as, "This is San Francisco," which featured many
celebrities and entertainment personalities and other outstanding
professional guests. Mr. Wyatt has produced weekly series, television
specials, and written, produced, and sold commercials for national
corporations including New York Life Insurance, Pizza Hut, City of Las Vegas,
Prudential, and Thrifty Car Rental. He attended Colorado University, majored
in business administration, and successfully developed a nationwide
dealership operation. He is committed to expanding Registrant operations and
on-line distribution of Registrant developed shows in a cost-effective
manner. His vision is for Registrant to become a recognized leader in quality
television programming and, through its Intervention Show, to improve the
quality of life for teenagers suffering from drug and alcohol abuse. Mr.
Wyatt also successfully built and managed a nationwide chain of several
hundred dealerships under the name of Centurion Design Wall Printing in the
1970's, which he sold in 1985. He has maintained a California real estate
broker license since 1968.
MS. SARAH E. WYATT
Ms. Sarah Wyatt has extensive business and management experience and
is well qualified as Registrant's Administrative Officer, Corporate Secretary
and Director. She manages client relations and coordinates production
personnel and studio facilities. She is senior producer and chief writer of
the Intervention Show. She served as co-producer of the show "Masters of the
Martial Arts Starring Sho Kosugi." She administers and coordinates production
personnel and studio facilities for each show. She has a degree in French
from The Union Institute. She supervised all commercial advertising
production for Ad Show Network, the predecessor to ASNi, and was co-owner and
administrative manager of the Centurion Design Wall Printing business in the
1970's and early 1980's with her husband, Kent Wyatt.
MR. JAMES SHADLAUS
Mr. Shadlaus brings twenty-four years of combined experience in
finance, accounting, mortgage banking, and corporate management to the
Registrant. He was a founder and majority owner of Lenders Corporation, a
full service financial services firm with approximately 200 employees, which
completed financing of over Two Billion Dollars. He also served as chief
financial officer and executive vice president of Lenders Corporation and
sold his interest in the Registrant to an employee stock option plan in 1990.
Mr. Shadlaus graduated Magna Cum Laude from California
14
<PAGE>
State University in Northridge with a Masters of Science in Accounting, and
currently acts as a partner and consultant to various corporations in the
area of financing, mergers, and stock or bond financing.
MR. DALE
Mr. Dale comes to the Registrant's Board with over 30 years of
combined experience in banking, finance, and corporate management. He held a
number of executive positions with San Diego National Bank serving as
Executive Vice President, Chief Financial Officer, and Director; and
President of the Bank Subsidiaries. Prior to leaving in 1985, he grew the
bank to $130 million dollars in footings and premier bank status in 4 years.
Mr. Dale was a registered member of NASD in the early 1990's and retired from
financial and business consulting in 1996. Mr. Dale graduated from the
University of Kansas and holds his Masters in Business Administration from
Long Beach State University. Mr. Dale assists several non-profit entities
including United States Internet Genealogical Society and PARTS, a teenage
drug abuse program.
MR. RAMON BONIN
Mr. Bonin decided in 1998 to participate with the Registrant as a
joint venture management partner in its Intervention Show. Mr. Bonin shares
with the Principals of ASNi a mutual desire to improve the quality of life of
teenagers who suffer from the disease of drug and alcohol abuse. Mr. Bonin is
nationally regarded for his expertise and skill in real estate development
and as owner of Dynamic Builders and is respected as one of the largest
industrial real estate builders and developers in Los Angeles, California.
Of the above listed Officers and/or Directors two were involved with
a business which had a bankruptcy petition filed by them. Kent Wyatt and
Sarah Wyatt owned Centurion Enterprises, Ltd., whose primary asset was a
commercial building. As a result of the Savings and Loan debacle than ran
from 1988 through 1994, the building became empty and on depletion of all
corporate and personal resources the only alternative left in 1993 was to
file corporate and personal bankruptcy. The lender on the building took back
the real estate and Centurion Enterprises had no other liabilities. None of
the above officers or directors have been convicted in a criminal proceeding
or been subject to a pending criminal proceeding nor been subject to any
order, judgment, or decree which would permanently or temporarily enjoin,
bar, suspend or other-wise limit their involvement in any type of business,
securities or banking activities. None of them has been found to have
violated any Federal or State securities or commodities law.
15
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
a) SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------------- ---------
Names and principal Year Salary Bonus Other Annual Restricted Options/ LTIP All other
position * Compensation Stock SARs ($) Payouts Compensa-
** Award(s)($) ($) tion ($)**
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kent G. Wyatt 1998 n/a n/a $10,000 n/a n/a $10,305
CEO/Pres. ASNi
Sarah E. Wyatt 1998 n/a n/a n/a n/a n/a n/a n/a
Administrative
Office/Corp. Sec.
</TABLE>
* Management salaries of $120,000 and $60,000 for Kent and Sarah Wyatt
respectfully have been approved by the Board as of May 4, 1999.
* * Other compensation was a management fee paid to Mr. Wyatt during fiscal
year 1998 and the other compensation paid was an interest payment on
Corporate indebtedness owed to Mr. Wyatt during the year. At March 1, 1997
the debt was $106,325 and at yearend February 28, 1999 the debt owe Mr. Wyatt
by the Registrant was $83,915; a reduction of $22,410, which was the amount
repaid to Mr. Wyatt during the year.
b) Options/Stock Appreciation Rights -- There are no stock options or
stock appreciation rights currently effective.
c) Aggregated Option/SAR Exercises Fiscal Year End Option/SAR -- There
are no SAR's.
d) Long Term Incentive Plan ("LTIP") Awards -- There are no long-term
incentive plans in place. The Board has authorized management of
the Registrant to investigate various insurance programs and to use
its discretion to secure a program; which, if purchased, would also
provide for management succession and continuation of Registrant
operations.
e) Compensation of Directors-- There is no cash compensation for
directors other than expenses directly associated with Director
Meetings. The two outside Directors were granted warrants to
purchase stock of the Registrant on May 4, 1999 as follows: Jim
Shadlus granted warrant to purchase up to 100,000 shares and Don
Dale granted warrant to purchase up to 225,000 shares. Warrants
were purchased at $.01 per share valuation and must be exercised in
whole or part at $.25 per share by February 28, 2009. Warrants were
granted for services rendered and/or for director service or
commitments to advise the Registrant.
f) Employment Contracts -- There are no employment contracts in place.
ITEM 7. CERTAIN RELATIONS AND RELATED TRANSACTIONS
There were no transactions during the last two years, or proposed
transaction, to which the small business issuer was or is to be a party, in
which any director, executive officer, nominee for directorship, security-holder
or immediate family member had a direct or indirect material interest as defined
by Rule 404 of Regulation S-B.
16
<PAGE>
ITEM 8. LEGAL PROCEEDINGS.
In December 8, 1998, Imperial Capital Corporation, Lessor of certain
equipment to ASNi, filed suit against ASNi. In that action Lessor claimed late
payment on a lease and accelerated the lease payments. The claim was settled by
ASNi on February 18.1999 and all payments to Lessor are current.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information. There is currently no market for the common
shares of the Registrant's stock. It is anticipated that a market will exist
upon the completion of this filing and due to the nature of the issuer's
business and the anticipated increase in the volume of the products to be sold
by the Registrant. The target is to file a Disclosure Statement pursuant to SEC
Rule 15c2-11 for listing on the NASD OTC Electronic Bulletin Board. Once trading
commences an application for listing on the NASDAQ Small Cap Market will be
submitted.
(b) Possible Classification of Registrant's Securities as a Penny
Stock. By virtue of Rule 3aS1-1 of the Securities Act of 1934, (the Act), if the
Registrant's common stock has a price of less than $5.00 per share it will be
considered a "penny stock." The perquisites required of broker-dealers engaging
in transactions involving penny stocks have discouraged, or even barred, may
brokerage firms from soliciting orders for certain low priced stocks.
However, regardless of the price of the Registrant's stock, in the
event the Registrant has net tangible assets in excess of $2,000,000 and if the
Registrant has been in continuous operation for a least three (3) years, or
$5,000,000, if the Registrant has been in continuous operation for less than
three (3) years, Rule 3aS11(g) of the Act will preclude the Registrant's common
stock for being classified as a "penny stock.
(c) There are 325,000 common equity shares of 50 million authorized,
which are subject to outstanding warrants, or securities convertible into common
equity that are subject to outstanding options or warrants to purchase. The
exercise price of these warrants is $.50 per share. Details of warrants granted
provided in Item 6e above.
The are no Rule 144 shares that could be sold or that the issuer has
agreed to register for sale under the Securities Act.
There are no shares that are being registered or proposed to be
publicly offered.
(d) There are currently 142 shareholders of record holding common
shares
17
<PAGE>
totaling 13,667,100 shares outstanding. Of these shares, 857,500 shares
are free trading.
(e) DIVIDENDS. The Registrant has paid no dividends in its common stock
for the past year.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On December 1, 1998, the Registrant completed the sale of 102,800
shares of its common unregistered stock at a price of $.25 per share for a total
of $25,700.
During the 1998 fiscal year ending February 28, 1999, holders of notes
exercised their conversion rights and the Registrant completed the conversion of
these notes to 27,600 shares of its common unregistered stock at an average
price of approximately $.20 per share for a total reduction in liabilities of
$5,400.
On December 8, 1998, the Registrant completed the sale of common shares
of its common unregistered stock to Ramon Bonin at a price of $.25 per share for
a total of $75,000. This stock investment was in addition to $225,000 invested
by Mr. Bonin in Registrant's Intervention Show. Details of investment are
discussed In Item 2 under the Section "Liquidity and Capital Resources."
During the fiscal year ending February 28, 1998 the Registrant also
transferred 429,000 shares of its common unregistered stock in consideration of
services rendered at a price of $.06 per share for a total of consideration of
$25,776.
With respect to the issuance of the common shares of the Registrant as
described in this Item 10, the issuance of the 300,000 common shares to Ramon
Bonin on December 8, 1998 was made in reliance upon the exemption for private
offerings contained in Section 4(2) of the Securities Act of 1933. Ramon Bonin
is the joint venture management partner of Registrant in the Intervention Show.
Similarly, the issuance during fiscal year 1998 of 102,800 common shares to
fourteen (14) new shareholders was also made in reliance upon the same private
placement exemption.
In each instance, each of the share purchasers had access to sufficient
information regarding the Registrant so as to make an informed investment
decision. More specifically, each purchaser signed a written subscription
agreement with respect to their financial status and investment sophistication
wherein they warranted and represented, among other things, the following:
1. That he had the ability to bear the economic risks of investing in
the shares of the Registrant.
18
<PAGE>
2. That he had sufficient knowledge in financial, business, or
investment matters to evaluate the merits and risks of the investment.
3. That he had a certain net worth sufficient to meet the suitability
standards of the Registrant.
4. That the Registrant has made available to him, his counsel and
his advisors, the opportunity to ask questions and that he has been given
access to any information, documents, financial statements, books and records
relative to the Registrant and an investment in the shares of the Registrant.
<TABLE>
<CAPTION>
Purchased For Cash
------------------
Title Share Amount Name
- --------- ----------- ----
<S> <C> <C>
Common 300,000 Ramon Bonin
Common 50,000 Robbins Residual Trust
Common 32,000 Narcisco Avila
Common 10,400 Ed Avila
Common 10,400 Guadalupe Portillo
Notes Converted
---------------
Common 12,000 Narcisco Avila
Common 9,600 Guadalupe Portillo
Common 6,000 David Harjung
Services Rendered
-----------------
Common 25,000 Bill Robbins
Common 200,000 Carmin Bua
Common 100,000 James Shadlus
Common 50,000 Kent Wyatt, Jr.
Common 40,000 Sho Kosugi
Common 14,600 Ed Avila
</TABLE>
ITEM 11. DESCRIPTION OF SECURITIES.
(a) Common Stock. At February 28, 1999 the Registrant had 13,667,000
shares of the common stock outstanding. Of the outstanding shares 857,500 were
free trading and 12,809,600 were restricted.
Registrant's Articles of Incorporation, filed February 21, 1992 were
amended October 14, 1992 and authorized the issuance of up to 50,000,000 of
Registrant's common equity shares with a par value of $0.001. Holders of
shares of the common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion; from funds
19
<PAGE>
legally available therefor.
In the event of a liquidation, dissolution or winding up of the
Registrant, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payments in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Registrant's common
stock. All of the outstanding shares of common stock are fully paid and
non-assessable.
(b) Preferred Stock. At February 28, 1999 the Registrant had 500,000
shares of Preferred stock authorized at a par value of .01. None of the
Registrant's Preferred stock was outstanding.
Article 4th of the Amended Articles of Incorporation of the Registrant
set forth in Exhibit 3.2 hereto permits the Board of Directors to issue one (1)
or more series of Preferred Stock in such amounts and under such conditions as
the Board may decide, in that the Registrant has no plans to issue Preferred
stock in the foreseeable future, accordingly the Registrant has not addressed or
does it plan to address the specific terms and conditions of any such series of
Preferred stock
ITEM 12 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of the Registrant's officers and directors for liabilities
arising due to certain acts performed on behalf of the Registrant that are not a
result of any act or omission by any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or (ii) a knowing violation of law, or (iii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statues. Although
the state statues allow for indemnification of officers and directors, the
Federal Securities and Exchange rules prohibit indemnification of officers and
directors of publicly held companies.
ITEM 13. FINANCIAL STATEMENTS.
(a) Annual Financial Statements See Item 15(a)
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The accountant has not resigned, declined to stand for re-election nor
were they dismissed. The principal accountant's report on the financial
statements for the past two years contains no adverse opinion for the 1998
fiscal year ending February 28,
20
<PAGE>
1999 nor disclaimer of opinion. The accountant's audited report for the
fiscal yearend February 1997 did present its report assuming the Registrant
continues as a "going concern" due to previous years operating losses and
need for capital or project financing, both of which were obtained in fiscal
year 1998. During the past two years neither audited statement was modified
as to uncertainty, audit scope, or accounting principles. There have been no
disagreements with any former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS. The following financial statements are included
herein:
Audited Financial Statement for Years Ended February 28, 1998 & 1999
b. EXHIBITS. The following exhibits required by Item 601 of Regulation
S-B are included herein:
EXHIBIT NO. DOCUMENT DESCRIPTION
2. Plan of Reorganization between Casino Consultants, Inc.
and Ad Show Network, Inc. (now ASNi)
3. Articles of Incorporation and Bylaws
3.1 Certificate Amending of Articles of Incorporation of Ad
Show Network, Inc.
3.2 Articles of Amendment of A.S. Network Inc.
3.3 Articles of Amendment of Casino Consultants, Inc.
3.4 Articles of Incorporation of Ad Show Network, Inc.
3.5 Articles of Incorporation of Casino Consultants, Inc.
3.6 Bylaws of Registrant
11. Computation of Earnings Per Common Share
27. Financial Data Schedule
21
<PAGE>
SIGNATURES
In accordance with Section 12 the Securities and Exchange Act of 1934 the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLANTIC SYNDICATION NETWORK, INC.
Dated: June 10, 1999 BY: /s/ KENT G. WYATT
--------- ---------------------------------
KENT G. WYATT
President
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
22
<PAGE>
ASNI
ATLANTIC SYNDICATION NETWORK, INC.
- ------------------------------------------------------------------------------
Audited Financial Statements
February 28, 1999 and 1998
23
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
TABLE OF CONTENTS
FEBRUARY 28, 1999 and 1998
INDEPENDENT AUDITOR'S REPORT ......................................Page 25
FINANCIAL STATEMENTS:
Balance Sheets ....................................................Page 26
Statements of Income and Expenses .................................Page 27
Statements of Stockholders' Equity ................................Page 28
Statements of Cash Flows ..........................................Page 29
NOTES TO FINANCIAL STATEMENTS .....................................Page 30
24
<PAGE>
SELLERS ASSOCIATES PC. (801) 621-8128
3785 Harrison Blvd., SUITE 101 OGDEN, UTAH 84403 Fax (801) 627-1639
INDEPENDENT AUDITOR'S REPORT
To: Board of Directors
ATLANTIC SYNDICATION NETWORK, INC.
Las Vegas, Nevada
We have audited the acRegistranting balance sheet of ATLANTIC SYNDICATION
NETWORK, INC. (a Nevada corporation), as of February 28, 1999 and 1998 and the
related statements of income and expenses, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Registrant's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audits 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 our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of
ATLANTIC SYNDICATION NETWORK, INC. at February 28, 1999 and 1998 and the results
of its operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.
Sellers & Associates, P.C.
April 26, 1999
25
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Balance Sheets
YEARS ENDING FEBRUARY 28,
<TABLE>
<CAPTION>
ASSETS 1999 1998
---- ----
<S> <C> <C>
Current Assets
Cash $ 165,494 $ 3,971
Investments - 5,620
Prepaid Medlit - 24,000
Inventory 20,000 30,000
----------- -----------
Total Current Assets 185,494 63,591
----------- -----------
Property and Equipment, Net 23,374 28,224
----------- -----------
Net Property and Equipment 23,374 28,224
----------- -----------
Other Assets
Project Development Costs 346,371 220,966
(Accumulated) Amortization-Project Development Costs (97,022) (47,499)
Initial Organization & Franchise Development Costs 205,098 205,098
(Accumulated) Amortization - All Other (205,099) (198,557)
----------- -----------
Net Other Assets 249,349 180,009
----------- -----------
$ 458,217 $ 271,824
----------- -----------
LIABILITLES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 21,668 $ 43,184
Notes Payable 7,074 7,830
Refundable Deposits 10,000 14,804
Due to Stockholder 83,915 106,326
Deferred Income 100,000 --------
----------- -----------
Total Current Liabilities 222,657 172,144
----------- -----------
Longterm Liabilities 80,458 75,663
----------- -----------
Total Liabilities 303,115 247,807
----------- -----------
Stockholders' Equity
Common Stock, S. 00 1 par value, authorized
50,000 shares, issued and outstanding 13,667, 100
shares at 2-28-98 and 12,907, 100 shares at 2-28-98 13,667 12,907
Additional Paid-In Capital 1,197,959 1,066,943
Retained Earnings (Deficit) (1,056,524) (1,055,733)
----------- -----------
Net Stockholders' Equity 155,102 24,017
----------- -----------
Total Liabilities and Stockholders' Equity $ 458,217 $ 271,824
----------- -----------
</TABLE>
See AcRegistrantingdependent Auditor's Report
and Now to the Financial Statement
26
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Income and Expenses
For the Years Ended February 28,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues $ 127,200 $ 24,950
----------- -----------
Operating Expenses'
Amortization $ 56,065 44,358
Depreciation 7,850 6,105
Interest 22,970 10,629
All Other Costs 178,878 198,599
(Less) Capitalized as Project Development Costs (106,629) (50,000)
----------- -----------
Total Operating Expenses 151,134 209,691
----------- -----------
Income (Loss) from Operations (23,934) (184,741)
----------- -----------
Forgiveness of Debt 23,763 --
(Loss) on Reduction of Investment from Cost to Market -- (3,130)
(Loss) on Sale of Investment (620) --
-----------
Net (Loss) $ (791) $ 187,871
----------- -----------
Not (Loss) Per Share of Common Stock $ (0,00) $ (0.017)
----------- -----------
Weighted Average Shares Outstanding During the PERIOD 13,082,517 11,267,850
----------- -----------
</TABLE>
See AcRegistranting lndependent Auditor's Report
and Notes to the Financial Statement
27
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Stockholders' Equily
For the Years Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
COMMON STOCK Additional
PAID-IN Accumulated Total
Shares Amount Capital Deficit Equity
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance as of February 28, 1997 6,730,100 $ 6,730 $ 948,020 $ (867,862) $ 6,888
Net (Loss) for the year ended
February 28, 1998 (187,871) (187,871)
Sale of unregistered stock 1,037,000 1,037 98,963
100,000
Debt converted to stock 40,000 40 19,960 20,000
Stock for services rendered 5,000,000 5,000 - 5,000
------------------------------------------------------------------
Balance AS of February 28, 1998 $12,807,100 $12,907 $1,066,943 $(1,055,733) $ 24,017
Net (Loss) for the year ended
February 29, 1999 (791) (791)
Sale of unregistered stock 402,800 403 100,297 100,700
Debt converted to stock 27,600 28 5,372 5,400
Stock for services rendered 429,600 429 25,347 25,776
---------------------------------------- ---------
Balance as of February 28, 1999 $13,667,100 $13,667 $1,197,959 $(1,056,524) $ 155,102
----------- ------- ---------- ----------- ---------
</TABLE>
See AcRegistranting Independent Auditor's Report
and Notes to the financial Statement
28
<PAGE>
ATLANTIC SYNDICATION NETWORK INC.
Statements of Cash Flows
For the Years Ended FEBRUARY 28,
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 1999 1998
- ------------------------------------ ---- ----
<S> <C> <C>
Net Income (loss) $ (791) $ (187,871)
Adjustments to reconcile Net Income to Cash Flows
from Operating Activities
Depreciation and Amortization 63,915 50,463
Decrease in Inventory 10,000 14,793
Decrease in Prepaid Media 24,000 -
(Decrease) in Accounts Payable (21,516) (19,485)
increase in Deferred Income 100,000 -
---------
Total Adjustments 176,399 45,771
--------- ----------
Net Cash Provided (Used) by Financing Activities 175,603 (142,100)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) Decrease in Investments 5,620 (5,620)
(Increase) in Property & Equipment (3,000) (19,173)
(Increase) in Other Assets (125,405) (50,000)
--------- ----------
Net Cash (Used) by Investing Activities (122,785) (74,793)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
iNCREASE in Notes Payable 4,039 30,080
Increase (Decrease) Funds Advanced by Shareholder (22,411) 67,112
(Decrease) in Refundable Deposits (4,904) (3,359)
Funds Raised from Stock Issued 131,876 125,000
--------- ----------
Net Cash Provided (Used) by Financing Activities 108,700 218,834
--------- ----------
Increase in Cash and Cash Equivalents 161,523 1,941
Cash at Beginning of Yew 3,971 2,030
Cash at End of Year $ 163,494 $ 3,971
--------- ----------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest Paid $ 22,970 $ 10,629
--------- ----------
</TABLE>
SEE ACREGISTRANTING INDEPENDENT AUDITOR'S REPORT
AND NOTES TO THE FINANCIAL STATEMENT
29
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC
'Notes to Financial Statement
February 28, 1999 and 1, 999
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Atlantic, Syndication Network, Inc. (ASNi) prepares its books and records on
the accrual basis for financial reporting and the cash basis for income
taxes. The acRegistranting financial statements represent the transactions
for the fiscal year ending, February 28, 1999 and 1998.
BUSINESS ACTIVITY
The Registrant was incorporated on September 25, 1978 under the laws of the
State of Nevada, The Registrant cots centrates on the development,
production, and distribution of niche-market television programs ancillary
products and films designed for domestic and international rnarkets
The Registrant is authorized to issue tip to 50,000,000 shares of common
stock, par- value $0.001
INVENTORY
Inventory is stated at cost on a first-in, first-out basis, Inventory is
primarily obsolete computer equipment stored and not used presently by the
Registrant. It's available for sale, but no sales have occurred in the recent
past.
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and equipment are valued at cost. Depreciation is provided by use of
the straight-line method over the estimated useful lives of the assets.
Useful lives of the respective assets are five years. initial organization
costs and franchise development costs are fully depreciated. Project
development Costs are amortized over a period of five years using the
straight-line method.
Upon the sale 01' retirement of property and equipment the, related cost and
accumulated depreciation are eliminated from the accounts and the resulting
gain or loss is recorded. Repairs and maintenance expenditures that do not
extend the useful lives are, included in expense during the period they are
incurred,
USE OF ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the
SEE ACREGISTRANTING INDEPENDENT AUDITOR'S REPORT
AND NOTES TO THE FINANCIAL STATEMENT
30
<PAGE>
ATLANTIC SYNDICATION INC
Notes to Financial Statement
February 28, 1.999 and 1998
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES - continued
reported amounts of assets and liabilities and disclosure of contingent
assets arid liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
IMPAIRMENT OF LONG-LIVED ASSETS
It is the Registrant's policy to periodically evaluate the economic
recoverability of all of' its long-lived assets. In accordance with that
policy, when the Registrant determines that an asset has been impaired, it
recognizes the loss on the basis of the discounted future cash flows expected
from the asset.
INCOME TAXES
The Registrant has adopted the provisions of statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes, which
incorporates the use of the asset and liability approach of accounting for
income taxes, The asset and liability approach requires the recognition of
deferred tax assets and liability for the expected future consequences of
tempotary differences between the financial reporting basis and tax basis of
assets and liabilities.
At February 28, 1991), the Registrant has a net operating loss carryover of
approximately $1,034,000 that could be offset against future taxable income,
The total loss carryover expires in 2014. A tax benefit has not been reported
in the acRegistranting financial statements however, because the Registrant
is uncertain as to the likelihood of utilization of the carryover.
Accordingly, the tax benefit of approximately $200.000 from the loss carry
forward has been offset by valuation allowance of the same amount, leaving
nothing to report on the financial statements.
STATEMENT OF CASH FLOWS
For purpose of the statement of cash flows, the Registrant considers all
highly liquid investments with a maturity of three months or less to be cash
equilvalents.
NET INCOME (LOSS) PER SHARE
Primary net income 01 loss Per share is computed by dividing net income or
loss by the weighted average number of common shares outstanding.
31
<PAGE>
ATLANTIC SYNDICATION NETWORK INC.
Notes to Financial Statement
February 28,1999 and 1.998
NOTE 1 - Summary of Significant Accounting Policies - continued
RECLASSIFICATION
The liabilities and equity as of February 28, 1998 have been reported
in these financial statements in a manner consistent with those
reported as of February 28, 1999 and are not necessarily as they were
reported in the prior audited financial statements.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at February 28,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Tools $ 6,000 $ 6,000
Office Equipment 116,277 113,277
Software 58,252 58,252
Generic Commercials 150,000 150,000
--------- ---------
Total Property and Equipment 330,529 327,529
(Less) Accumulated Depreciation (307,155) (299,305)
--------- ---------
Total Property and Equipment, Net $ 23,374 $ 28,224
--------- ---------
</TABLE>
See AcRegistranting Independent Auditor's Report
32
<PAGE>
ATLANTIC SYNDICATION NETWORK INC.
Notes to Financial Statement
February 29, 1999 and 998
NOTE 3 - Term Debt
Term debt consisted of, the following at February 28,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
NOTE PAYABLE
Payable to a financial institution, secured by selected
equipment m monthly payment $362 for 51 months,
interest at 21.3% $10,354 $ 12,081
NOTES PAYABLE
Over the years, the Registrant has issued unsecured demand notes payable to
trade accounts payable creditors,
The aggregate unpaid balance at February 28 was: 28,515 19,000
CREDIT CARDS
Pledged by personal guarantee of major stockholder 10,485 11,049
CONVERTIBLE NOTES PAYABLE
Under a private placement issue, stock is sold along with
convertible notes (See Note 5). Since these unsecured note's
call be converted to stock, they are reported as long-term debt. 38,178 41,363
------- --------
Total Notes Payable 87,532 83,493
------- --------
(Less) Curl Current Portion (7,074) (7,830)
------- --------
Total Long Term Debt $80,458 $ 75,663
</TABLE>
Scheduled future maturities of notes payable at February 28, 1999 are as
follows:
<TABLE>
<CAPTION>
Year Ending
February 28
<S> <C>
2000 $ 7,074
2001 7,086
2002 12,726
2003 4,652
2004 & After 55,994
-------
Total $87,532
</TABLE>
See AcRegistranting Independent Auditor's Report
33
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Notes to Financial. Staternent
February 28,1999 mid 1998
<TABLE>
<CAPTION>
NOTE 4 - Related Party Transactions 1998 1999 1998
---- ----
<S> <C> <C>
Monies have been advanced to the Registrant by the Registrant's
principal shareholder, Interest of $10,305 has been accrued on the
outstanding balance ol February 29,1999, computed at 1.4%, No interest
is accrued for February 28,1998,
The amount advanced at February 28 is- $ 83,915 $106,326
--------- --------
</TABLE>
NOTE' 5 - Common Stock
In 1994, the Registrant held a private placement oftrring for 70
investment units. Each unit consists of 3,200 shares of common stock
and one $2,400 10%, three-year convertible note. Each $2,400 note is
convertible to common shares of Registrant converted within three
years at the option of the stockholder. Each $2,400 note may
converted into:
THREE THOUSAND ( 3,000)) shares of common stock within 6
months from the date of issuance at $.80 and/or
TWO THOUSAND (2,000) shares of common stock within 18 months
from the date of issuance at $1.20 and/or
Twelve Hundred (1,200) shares of common stock within 30
months f on) the of issuance At $2.00 and/or
ONE THOUSAND (1,000) shares of common stock on or within 36
months at $2.40 and/or at the time the note is all due and
payable.
The notes may be repayable in whole or in part (in minimum increments
of $2,400) after 90 days from issuance, at the option of the
Registrant at 100% of the principal amount owed together
with interest thereon payable to the date of Prepayment,
Nearly all stock authorized to issue pursuant to the August 1994
private placement offering have been sold and issued.
As of February 28, 1999, there are 13,667,100 shares issued and
outstanding. Of this amount 857,500 shares are free trading whereas
1.2,809,600 shoes have been or still are restricted subject to Rule
144 of the 1933 Securities and Exchange Act.
34
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Notes to Financial Statement
February 28, 1999 and 1998
NOTE 6 - Lease COMMITMENTS
In July 1997, the Registrant entered into two equipment leases for
equipment used in producing shows. The Registrant pays a total of
$1,540 monthly for 5 years (to July 2002). At the end of the lease
period the Registrant can buy the equipment for
approximately $3,000.
The Registrant rents an office space in Hollywood, California on a
month-to-month basis. The Registrant is presently negotiating a lease
arrangement but nothing is finalized. Previously, the Registrant owed
the prior owner of the building $9,900. When the building changed
ownership the unpaid balance owed of $9,900 was forgiven. The $9,900
is part of the $23,763 forgiveness of debt reported on the statement
of income and expenses for February 28, 1999.
NOTE 7 - DEFERRED INCOME
In January 1999, the Registrant received $100,000 as an advance
payment on production work. Management believes the committed
production will be completed by February 28, 2000.
NOTE 8 Financial CONDITION
The acRegistranting financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Registrant as a concern. The
Registrant had sustained substantial operating losses in recent
years, but the year ending February 28, 1999 was essentially a break
even.
Also, different from the prior years, the Registrant has a strong cash
position at February 28, 1999 of over $165,000. It also has $100,000
in deferred income (back log) of production work to do during fiscal
year February 28, 2000, which was paid in advance. Also, Stockholders'
equity has increased from $24,000 to $155,000.
Management is taking steps to keep the Registrant reporting and listed
as required by the Securities Exchange Commission. Management is
seeking additional fundings through revenues and stock issues. In
addition, during March 1999 subsequent to the year ending February 28,
1999 - two creditors converted $14,670 of long term debt into 29,340
shares of common stock. This effectively reduced the debt of the
Registrant by $14,670.
Because of the financial results of fiscal year ending February 28,
1999 and subsequent events as described in this footnote, management
is taking necessary steps to ensure the Registrant remains a going
concern.
See AcRegistranting Independent Auditor's Report
35
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Notes to Financial Statement
February 28, 1999 and 1998
NOTE 9 - SUBSEQUENT EVENT (UNAUDITED)
On May 4, 1999 the Board of Directors approved a stock warrant plan. The
stock warrant plan provides for two members of the Board of Directors to
receive a total of 325,000 stock warrants giving them the right to buy
325,000 shares of stock at $ .25 per share. This right to exercise any or
all stock warrants expires February 28, 2009. The total cost of the stock
warrants is $ .001 per warrant, fully paid in services provided of $325.
See AcRegistranting Independent Auditor's Report
36
<PAGE>
EXHIBIT 2
PLAN OF REORGANIZATION
<PAGE>
PLAN OF ORGANIZATION
This Agreement and Plan of Reorganization is made and entered into as of
this 15th day of September, 1992, by and between Casino Consultants, Inc., a
----
Nevada corporation, hereinafter referred to as 'Casino" and Ad Show Network,
Inc., a Nevada corporation, hereinafter referred to as "ASN"
R E C I T A L S
A. ASN is the owner of certain assets subject to certain liabilities as set
forth in Exhibit B attached hereto.
B. ASN is in the franchise sales business.
C. Casino is desirous of entering into the business of ASN.
D. The parties believe it to be it their mutual best interests for Casino
to acquire the assets subject to liabilities of ASN listed in Exhibit B attached
hereto and made a part hereof, in exchange for common voting stock of Casino.
Said assets constitute and comprise substantially all of the assets of ASN.
E. The parties desire the transaction to qualify as a tax free
reorganization under Section 368(a)(i)(c) of the Internal Revenue Code of 1986,
as amended.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. PLAN OF REORGANIZATION: The parties hereby adopt a Plan of
Reorganization whereby Casino will acquire 100% of the interests of ASN in those
assets hereinafter listed as Exhibit B, pursuant to the terms and conditions set
forth hereunder. The parties further acknowledge that it is their intent that
such reorganization qualifies as a tax free reorganization pursuant to
applicable sections of t h e Internal Revenue Code of 1986, as amended.
2. EXCHANGE: Casino hereby agrees to transfer to ASN four million five
hundred thousand (4,500,000) shares of its common voting stock in exchange for
the assets subject to liabilities of ASN. Said transfer will be made by Casino
contemporaneously with the receipt of the interests heretofore referred to by
ASN.
3. BUSINESS PURPOSE: The parties acknowledge that the purpose of the
reorganization is to provide Casino with an on-going franchise sales business.
The parties intend that Casino shall, following the approval of the assignment
of interest actually engage in all those activities heretofore engaged in ASN.
<PAGE>
4. EXEMPT TRANSACTION: All parties acknowledge and agree that any transfer
of the securities pursuant to this Plan of Reorganization will constitute an
exempt isolated transaction and that the securities received in such transfer or
exchange shall not be registered under federal or state securities laws.
5. TRANSFER OF SECURITIES: All parties acknowledge and agree that the
common stock of Casino received by ASN shall be distributed directly to the
shareholders of ASN. The parties acknowledge that said shareholders have
approved the terms and conditions of this Plan of Reorganization and the
exchange and distribution of the Casino stock.
6. UNREGISTERED SHARES: ASN is aware and acknowledges that the shares of
Casino to be transferred to ASN will be unregistered shares and may not be
transferred by the shareholders of ASN unless subsequently registered or an
exemption from registration is available. The certificates representing the
shares issued to ASN will bear a legend to the effect that the shares have not
been registered and cannot be transferred unless subsequently registered or an
exemption from registration is available.
7. DEFAULT: In the event any party defaults in performing any of its duties
or obligations under the Plan of Reorganization, the party responsible for such
default shall pay all costs incurred by any other party in enforcing its rights
under this Agreement or in obtaining damages for such default, including costs
of court and reasonable attorney fees, whether incurred through legal action or
otherwise and whether incurred before or after judgement.
8. NOTICES: Any notice or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U.S. mail, postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Ad Show Network, Inc.
2133 Industrial Road, Suite 15
Las Vegas, Nevada 89102
Casino Consultants, Inc.
9957 Coral Sands Drive,
Las Vegas, Nevada 89122
Any notice given by mail shall be deemed to be delivered on the date such notice
is deposited in the U.S. mail. Any party may change its address for purposes of
this Agreement by giving written notice to the other parties as provided above.
<PAGE>
9. BINDING: This Agreement shall be binding upon the parties hereto and
upon their respective heirs, representatives, successors and assigns.
10. GOVERNING LAW: This Agreement shall be governed by and construed under
the laws of the State of Nevada.
11. AUTHORITY: The officers executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations.
12. SIGNATURES: This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of Reorganization
as of the day and year first written above.
CASINO CONSULTANTS, INC. AD SHOW NETWORK, INC.
- ------------------------ ---------------------
By (signed by Donald Bradly) By (signed by Kent Wyatt)
-------------------------- -----------------------
Title: President Title: President
By (signed by Shirley Bradley) By (signed by Sarah Wyatt)
----------------------------- ------------------------
Title: Secretary Title: Secretary
Exhibits
- --------
A-Articles of Incorporation ASN
B-Financial Statement ASN
C-Articles of Incorporation Casino
D-By-Laws Casino
<PAGE>
EXHIBIT 3.1
CERTIFICATE AMENDING
ARTICLES OF INCORPORATION
OF
AD SHOW NETWORK, INC.
<PAGE>
FILED..............
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
AUG I7, 1995 No. 4892-78
DEAN KELLER, SECRETARY OF STATE
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
AD SHOW NETWORK, INC.
The undersigned, being the President and Secretary of AD SHOW NETWORK INC.,
a Nevada Corporation, hereby certify that by majority vote of the Board of
Directors and majority vote of the stockholders at a meeting held on MAY 25,
1995, it was agreed by unanimous vote that this CERTIFICATE A-MENDING ARTICLES
OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of AD SHOW NETWORK, INC. were filed with the Secretary of State of Nevada on the
25th day of September, 1978. The undersigned further certify that ARTICLES FIRST
of the original Articles of Incorporation filed on the 25th day of September,
1978, herein is amended to read as follows:
ARTICLE FIRST
FIRST. The name shall be:
ATLANTIC SYNDICATION NETWORK, INC.
File #4892-78
<PAGE>
STATE OF NEVADA
SECRETARY OF STATE
I hereby certify that this is
A true and complete copy of
The document as filed in this office
AUG 18 '95
DEAN Heller
Secretary of State
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
AD SHOW NETWORK, INC.
CONTINUED
The undersigned hereby certify that they have on this 8th day of
------
AUGUST 1995, executed this Certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.
President Kent Wyatt
Secretary Sarah Wyatt
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of- California
County of Los Angeles ----------------------------
On DATE 8/8/95 before me Sandra Whitaker, NOTARY PUBLIC
------
Personaly appeared Kent G. Wyat and Sarah Watt
---------------------------
NAME(S) OF SIGNER(S)
pe.rsonally known to me - OR /proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)is/are
subscribed to the within instrument and are
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacities and that by his/her/their signature(s)
on the instrument the person(s) or entity upon
behalf of which the person(s) acted, executed
the instrument.
SANDRA Whitaker WITNESS my hand and official seal
COMML # 1058223
Notary Public - California
My Comm. Expires JUL Ia. 1999
<PAGE>
EXHIBIT 3.2
ARTICLES OF AMENDMENT
OF
A.S. NETWORK INC.
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 14 1992
CHERYL A. LAU SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
A. S. NETWORK INC.
The Articles of Amendment to the original Articles Of Incorporation of CASINO
CONSULTANTS, INC. Nevada corporation are set up as follows!
A. ARTICLE I
The Name of the corporation (hereinafter called the corporation) is
A. S. NETWORK INC.
AMENDMENT ARTICLE I
The name of the, corporation is amended to: AD SHOW NETWORK INC.
B. Article IV
The total amount of authorized shares is 2500 having
No par value.
AMENDMENT - ARTICLE IV
The total amount of authorized shares is 50,000,000 of common shares
at a per of .001, with 500,000 shares of Preferred shares it. a par of .01.
AMENDMENT CORRECTION
At the Special Shareholders Meeting held September 15, 1992, by a vote
of the Shareholders the issued and outstanding 2500 shares was forward split Two
Hundred (200) for one (1) increasing thw issued and outstanding shares to Five
Hundred thousand (500,000) at a par of .001.
As of the date of the Special Meeting of Shareholders the Company had
issued and outstanding twenty five hundred (2500) shares of no par value stock,
all of which were entitled to vote on the proposed amendments None of the
shares were entitled to vote as a class.
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE of
THE STATE OF NEVADA
OCT 14, 1992
ARTICLES OF AMENDMENT
OF
A.S. NETWORK INC.
The Articles of Amendment to the original Articles of incorporation of
CASINO CONSULTANTS, INC. Nevada corporation are set up as follows!
A. ARTICLE I -
The Name of the corporation (hereinafter called the
Corporation) is A.S NETWORK INC.
AMENDMENT ARTICLE I
The name of the, corporation is amended to: AD SHOW NETWORK, Inc.
B.Article IV
The total amount of authorized shares is 2500 having no par value.
AMENDMENT - ARTICLE IV
The total amount of authorized shares is 50,000,000 of common shares at a par of
..001, with 500,000 shares of Preferred shares at. a par of .01.
AMENDMENT CORRECTION
At the Special Shareholders Meeting held September 15, 1992, by a vote of
the Shareholders the issued and outstanding 2500 shares was forward split Two
Hundred (200) for one (1) increasing the issued and outstanding shares to Five
Hundred thousand (500,000) at a par of .001.
As of the, date of the Special Meeting of Shareholders the Company had issued
and outstanding twenty five hundred (2500) shares of no par value stock, all of
which were entitled to vote on t he proposed amendments. None of the shares were
entitled to vote as a class.
<PAGE>
EXHIBIT 3.3
ARTICLES OF AMENDMENT
OF
CASINO CONSULTANTS INC.
<PAGE>
ARTICLES OF AMENDMENT
OF
CASINO CONSULTANTS, INC.
The Articles of Amendment to the original Articles of Incorporation of
CASINO CONSULTANTS, INC. Nevada corporation are set up as follows:
A. ARTICLE I -
The name of the corporation (hereinafter called the corporation) Is CASINO
CONSULTANTS, INC.
AMENDMENT - ARTICLE I -
The name of the corporation in amended to: A.S. NETWORK INC.
B. ARTICLE IV
The total amount of authorized shares is 2500 having no par value.
AMENDMENT - ARTICLE IV
The total amount of authorized shares in 50,000,000 at a par of .001
AMENDMENT
At the Special Shareholders Meeting held September 15 1992. by a vote of
the Shareholders the issued and outstanding 2500 shares was forward split twenty
thousand (20,000) for one increasing the issued and outstanding shares to Fifty
Million (50,000,000)
As of the date of the Special Meeting of Shareholders the Company had
issued and outstanding twenty five hundred (2500) shares of no par value stock,
all of which were to vote on the proposed amendments None of the shares were
entitled to vote as a class.
<PAGE>
At the Special Stockholders Meeting held September 15, 1992, twenty three
hundred and fifty (2350) voted in favor of the amendments and none (0) voted
against the amendments. None of the shares were entitled to vote as a class.
Dated this 15th day of September 1992.
Donald Bradley, President
Shirlene M. Bradley, Secretary
STATE OF NEVADA
------
COUNTY OF CLARK
-----
On SEPTEMBER 22, 1992, personally appeared before me.
------------------
a notary public, who acknowledged THAT DONALD BRADLEY
-------------------
AND SHIRLENE M. BRADLEY executed the above instrument.
- -----------------------
Signature of No t a r y - Rozella Richins
NOTARY STAMP OR SEAL
ROZELLA RICHINS
Notary Public - Nevada 0
Clark County
My appt. exp. Jan- 9. 1994
RECEIVED
SEP 2 31992
Secretary of State
<PAGE>
EXHIBIT 3.4
ARTICLES OF INCORPORATION
OF
AD SHOW NETWORK, INC.
<PAGE>
Notary Public - California
My Comm. Expires JUL Ia. 1999
F I L E D
Office OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 2 1 1992 ARTICLES OF INCORPORATION
CHERLY A LAU SECRETARY OF ATATE OF
AD SHOW NETWORK, INC.
The undersigned incorporator, desiring to form a corporation pursuant
to the laws of the State of Nevada, adopts the following Articles of
Incorporation for such corporation:
ARTICLE I
NAME
The name of the Corporation is Ad Show Network, Inc.
ARTICLE II
AUTHORIZED CAPITAL
The aggregate number of shares the Corporation shall have authority to
issue is 25,000 shares without par value. The shares shall be issued in such
classes, series and number with such voting powers, designations, preferences,
limitations, restrictions and relative rights as the board of directors may, by
resolution, establish.
ARTICLE III
RESIDENT AGENT
The name and address of the Corporation's initial resident agent is
Jolley, Urga, Wirth & Woodbury, 300 South Fourth Street, Suite 800, Las Vegas,
Nevada 89101.
ARTICLE IV
INITIAL BOARD OF DIRECTORS
The members of the governing board of the Corporation shall be styled
directors. The initial board of directors shall consist of
1
<PAGE>
one (1) director, and the name and address of the person who shall serve as
director until the first annual meeting of shareholders, or until their
successors are elected and qualified, is:
Name Address
Kent Wyatt 3205 Midway Drive
San Diego, CA 92110
The number of directors may be increased or decreased from time to time in the
manner provided in the bylaws of the Corporation.
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify any person against any expenses including,
without limitation, attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by reason of the fact that he or
she 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 another corporation, partnership, joint venture, trust or other
enterprise, in any circumstance in which, and to the extent that, such indemnif
ication is permitted and provided for by the laws of the State of Nevada as then
in effect.
ARTICLE VI
LIMITATION OF DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article VI shall not eliminate
or limit the liability of a director to the extent provided by applicable law
for (i) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (ii) authorizing the unlawful payment of any
dividend or other distribution in violation of Section 78.300 of the Nevada
Revised Statutes. The limitation of liability provided herein shall continue
after a director has ceased to occupy such position as to acts or omissions
occurring during such director's term or terms of office, and no amendment or
repeal of this Article VI shall apply to or have any effect on th e liability or
alleged liability of any director of t he Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
<PAGE>
ARTICLE VII
INCORPORATORS
The name and address of the incorporator is:
Name Address
DeAnna Holmes 300 S. Fourth St. 1800
Las Vegas, Nevada 89101
All powers, duties and responsibilities of the incorporator shall cease upon the
filings of these Articles of Incorporation by the Secretary of State of Nevada.
DATED this 20TH day of February, 1992.
DEANNA HOLMES
3
<PAGE>
State of Nevada
ss:
County of Clark
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths, do hereby certify that on this day,
personally appeared before me, DeAnna Holmes, who, being by me first duly sworn,
declares that she is the incorporator referred to in Article VII of the Articles
of Incorporation, and that she signed these Articles of Incorporation and that
the statements contained therein are true.
Witness my hand and seal this 20th day of February, 1992.
Notary Public
Arlene L. Rundquist
NOTARY PUBLIC
County of Clark-
State of Nevada
ARLENE L RUNDQUIST
My Appointment Expires Now. S. 1994
<PAGE>
EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
CASINO CONSULTANTS INC.
<PAGE>
FILING FEE $50.00
FILED BY: JONES, BELL, CLOSE & BROWN
IN THE OFFICE OF THE 300 S. FOURTH St. SUITE 70C
SECRETARY UV STATE OF THE LAS Vegas Nev. $9101
STATE OF NEVADA
SEP 25 1978
ARTICLES OF INCORPORATION
OF
CASINO CONSULTANTS INC.
The undersigned, to form a corporation under Chapter 78 Of the Nevada
Revised statutes hereby certify:
1. NAME: The name of the corporation is:
CASINO CONSULTANTS INC.
2. OFFICE: The principal office of the corporation In the State
of Nevada in to be located at 300 South Fourth Street, Suits 700, in the
City of Las Vegas County of Clark. The corporation may also maintain an
office or offices at such other places within or outside of the State of
Nevada as it may from time to time determine Corporate business of every
kind and nature may be conducted and meetings of Directors and Stockholders
held outside the State of Nevada the same as in the State of Nevada.
3. PURPOSE The corporation may engage in any lawful business or
activity.
4. CAPITAL STOCK: The total authorized capital stock of the
corporation shell consist of. 2,500 shares having no par value.
5. DIRECTORS: The members of the governing board of the
corporation shall be styled Directors, and the number thereof shall not be
less than THREE, except that in the event all of the shares of the
corporation are owned beneficially and of record by either ONE or TWO
stockholders, the dumber of Directors may be less than
<PAGE>
THREE but not lose than the numbers of Stockholders. The number of Directors may
from time to time be increased or decreased in such manner as shall be provided
by the By-Laws of the corporation. Directors need not be shareholders, but shall
be of full age and at least one shall be a citizen of the United States. The
names and post office addresses of the first Board of Directive, which shall
consist of THREE (3) persons, and who shall hold office until their successor or
successors are duly elected and qualified, are as follows:
NAME POST OFFICE ADDRESS
LAURA R. WEBB 300 S. 4th St. #700 Las Vegas Nevada 89101
DOROTHY LAPPIN 300 S. 4th St., #700 Las Vegas Nevada 89101
LISETTE POULIN 300 S. 4th St., #700 Las Vegas,Nevada 89101
6. NON-ASSESSABLE: The capital stock of the corpor- after the amount
of the subscription price, or- par value, has been paid in money, property or
services as the Directors shall determine, shall not be subject to assessment to
pay the debts of the corporation, nor for any other purpose, and no stock issued
as fully paid up shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular
7. INCORPORATORS: The name and post office ADDRESS of each of the
Incorporators, which are THREE in number, signing these Articles of
Incorporation, in as set forth above under the caption "Directors."
4. TERM: The corporation shall have perpetual existence.
EXECUTED this 20th day of September 1878.
Signed by
Laura R Webb
Dorothy Lappin
Lisette Poulin
STATE OF NEVADA)
ss
COUNTY OF CLARK)
On this 20TH day of September 19781 before me, the under
signed, personally appeared LAURA R. WEBB, DOROTHY LAPPIN and
LISETTE POULIN, who acknowledged that they executed the above
Instrument.
Notory Public Seal:
-------------------
Thomas G. Bell
<PAGE>
EXHIBIT 3.6
BYLAWS
<PAGE>
BY-LAWS
OF
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company
shall be held at its office in the City of Las Vegas in the County of Clark at
12: 00 o'clock in the after noon on the 19th day of October 1992 in each
year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing directors of the
company to serve during the ensuing year and for the transaction of such other
business as may be brought before the meeting.
At least five days' written notice specifying the time and place, when and
where, the annual meeting shall be convened. shall be mailed in a United States
Post Office addressed to each of the stockholders of record at the time of
issuing the notice at his or her, or its address last known, as the same appears
on the books of the company
SECTION 2. Special meetings of the stockholders may be held at the office
of the company in the State of Nevada, or elsewhere, whenever called by the
President, or by the Board of Directors, or by vote of, or by an instrument in
writing signed by the holders of 51 % of the issued and outstanding capital
stock of the company. At least ten days' written notice of such meeting,
specifying the day and hour and place, when and where such meeting shall be
convened, and objects for calling the same, shall be mailed in a United States
Post Office. addressed to each of the stockholders of record at the time of
issuing the notice, at his or her or its address last known, as the same appears
on the books of the company.
SECTION 3. If all the stockholders of the company shall waive notice of a
meeting, no notice of such meeting shall be required, and whenever all of -the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling any meeting
setting forth the substance of the notice. and the time and place of the mailing
of the same to the several stockholders, and the respective addresses to which
the same were mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.
If the address of any stockholder does not appear upon the books of the
company, It will be sufficient to address any notice to such stockholder at the
principal office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders of the
company, may be transacted at any special meeting or at any adjournment thereof.
Only such business, however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling such meetings,
but at any stockholders' meeting at which all of the outstanding capital stock
of the company is represented, either in person or by proxy, any lawful business
may be transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' Meetings the holders of Fifty-One percent
51 % in amount of the entire issued and outstanding capital stock of the
company, shall constitute a quorum for all purposes of such meetings.
<PAGE>
If the holders of the amount of stock necessary to constitute a quorum
shall fall to attend, in person or by proxy, at the time and place fixed by
these Bylaws for any annual meeting, or fixed by a notice as above provided for
a special meeting, a majority in interest of the stockholders present in person
or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted as originally called.
SECTION 6. At each meeting of the stockholders every stockholder shall be
entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the corporation, ten days
preceding the day of such meeting. The votes for directors, and upon demand by
any stockholder, the votes upon any question before the meeting, shall be viva
voice
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting.
and indicating the number of shares held by each, certified by the Secretary of
the Company, shall be furnished, which list shall be prepared at least ten days
before such meeting. and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting Is to be held, and for
ten days prior thereto. Only the persons in whose names shares of stock are
registered on the books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of Attorney to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be opened
and closed; the proxies and ballots Issued, received, and be taken in charge of,
for the purpose of the meeting, and all questions touching the qualifications of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of business
shall be as follows:
1. Reading and approval of Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President, Treasurer and Secretary
of the Company in the order named;
3. Reports of Committee:
4. Election of Directors;
5. Unfinished Business;
6. New Business,
7. Adjournment.
<PAGE>
ARTICLE 11
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of three
persons who shall be chosen by the stockholders annually, at the annual meeting
of the Company, and who shall hold office for one year, and until their
successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors BY death,
resignation, disqualification or other cause, the stockholders, at any regular
or special meeting, or at any adjourned meeting thereof, or the remaining
Directors. by the affirmative vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of the Director
whose place shall have become vacant and until his successor shall have been
elected and shall qualify,
SECTION 3. Meeting of the Directors may be held at the principal office
of the company in the State of Nevada or elsewhere, at such place or places
as the Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall hold its
first annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office
of the company in the City of State of on
at o'clock in the M. Notice of such regular meetings shall be mailed to
each Director by the Secretary at least three days previous to the day fixed
for such meetings, but no regular meeting shall be held void or invalid if
such notice is not given, provided the meeting is held at the time and place
fixed by these by-laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of the members
shall be present, even though without or of which notice shall have been waived
by all absentees, provided a quorum shall be present, shall be valid for all
purposes unless otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall constitute
a quorum for the transaction of business, but If at any meeting of the Board
there be less than a quorum present, a majority of those present may adj ourn
from time to time, until a quorum shall be present, and no notice of such
adjournment shall be required. The Board of Directors may prescribe rules not in
conflict with these By-laws for the conduct of its business; provided, however,
that in the fixing of salaries of the officers of the corporation, the unanimous
action of all of the Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation,
SECTION 7. The Directors shall be allowed and paid all necessary expenses
incurred In attending any meeting of the Board, but shall not receive any
compensation for their services as Directors until such time as the company is
able to declare and pay dividends on its capital stock.
<PAGE>
SECTION 8. The Board of Directors shall make a report to the stockholders
at annual meetings of the stockholders OF the condition of the company, and
shall, at request, furnish each OF the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders called for
the purpose of considering any such contract or act, which, it approved, or
ratified by the vote of the holders of a majority of the capital stock of The
company represented in person or by proxy at such meeting, provided that a
lawful quorum of stockholders be there represented in person or by proxy, shall
be valid and binding upon the corporation and upon all the stockholders thereof,
as if it had been approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to time to
provide for the management of the offices of the company in such manner as they
see fit, and in particular from time to time to delegate any of the powers of
the Board in the course of the current business of the company to any standing
or special committee or to any officer or agent and to appoint any persons to be
agents of the company with such powers (including the power to subdelegate) and
upon such terms as may be deemed fit.
SECTION 10. The Board of Directors is invested with the complete and
unrestrained authority in the management of all the affairs of the company, and
is authorized to exercise for such purpose as the General Agent of the Company,
its entire corporate authority.
SECTION 11. The regular order of business at meetings of the Board of
Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
<PAGE>
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each meeting
after the annual meeting of stockholders. shall elect a President, a V ice.
President, a Secretary and aTreasurer, to hold office for one year next coming,
and until their successors are elected and qualify- The offices of the Secretary
and Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the Board of Directors.
The Board of Directors may from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the company as It may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents, and factors of the company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
SECTION 2. The President shall be the executive officer of the company and
shall have the supervision and, subject to the control of the Board of
Directors, the direction of the Company's affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof, he shall preside at all meetings of the
Board of Directors, and at all meetings of me stockholders, and shall sign the
Certificates of Stock issued by the company, and shall perform such other duties
as shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the powers and
perform all the duties of the President in his absence or inability to act,
including the signing of the Certificates of Stock issued by the company, and he
shall so perform such other duties as shall be prescribed by the Board of
Directors.
SECTION 4. The Treasurer shall have the custody of all the funds and
securities of the company. When necessary or proper he shall endorse on behalf
of the company for collection checks, notes, and other obligations: he shall
deposit all monies to the credit of the company in such bank or banks or other
depository as the Board of Directors may designate: he shall sign all receipts
and vouchers for payments made by the company, except as herein otherwise
provided. He shall sign with the President all bills of exchange and promissory
notes of the company: he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and such other
property belonging TO the company as the Board of Directors shall designate: he
shall sign all papers required by law or by those By-Laws or the Board of
Directors to be signed by the Treasurer. Whenever required by the Board of
Directors, he shall render a statement of his cash account; he shall enter
regularly in the books of the company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on account of the
company. He shall at all reasonable times exhibit the books of account to any
Directors of the company during business hours, and he shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give bond to
the company conditioned for the faithful performance of all his duties as
Treasurer in such sum, and with such security as shall be approved by the
Board of Directors, with expense of such bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who
shall have such powers and perform such duties as may be prescribed for him by
the Treasurer of the company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the company in
such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company,
<PAGE>
SECTION 6. The Secretary shall keep the Minutes of all meetings of the
Board of Directors a nd the the Minutes of all meetings of the stockholders and
of the Executive Committee in books provided for that purpose. He shall attend
to the giving and serving of all notices of the company: he may sign with the
President or Vice-President, in the name of the Company, all contracts
authorized by the Board of Directors or Executive Committee; he shall affix the
corporate seal of the company thereto when so authorized by the Board of
Directors or Executive Committee; he shall have the custody of the corporate
seal of the company, he shall affix the corporate seal to all certificates of
stock duly issued by the company. he shall have charge of Stock Certificate
Books, Transfer books and Stock Ledgers, and such other books and papers as the
Board of Directors or the Executive Committee may direct, all of which shall at
all reasonable times be open to the examination of any Director upon application
at the office of the company during business hours, and he shall, in general,
perform all duties incident to the office of Secretary,
SECTION 7. The Board of Directors may appoint an Assistant Secretary who
shall have such powers and perform such duties as may be prescribed for him by
the Secretary of the company or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority in behalf of the company to attend
and to act and to vote at any meetings of the stockholders of any corporation in
which the company may hold stock, and at any such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock, and which as the new owner thereof, the company might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers on any person or persons in place of the President to
represent the company for the purposes in this section mentioned.
The remiander of this page left intentionally blank
<PAGE>
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in such manner
and at such times and upon such conditions as shall be prescribed by the Board
of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the company and signed by the
President or the Vice-President and also by the Secretary or by an Assistant
Secretary.
All certificates shall be consecutively numbered- the name of the person
owning the shares represented thereby with the number of such shares and the
date of issue shall be entered on the company's books.
No certificates shall be valid unless it is signed by the President or
Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the company shall be cancelled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against the company
except on surrender and cancellation of the certificate therefor. accompanied by
an assignment or transfer by the owner therefor, made either in person or under
assignment, a new certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral security
and not absolutely, the same shall be so expressed in the entry of said transfer
on the books of the company.
SECTION 4. The Board of Directors shall have power and authority to make
all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the company.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of such
transfer agent and such registrar of transfer,
SECTION 5. The Stock Transfer Books shall be closed for all meetings of the
stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate of stock in
lieu of one alleged to have been lost or destroyed, shall make affidavit or
affirmation of the fact, and shall deposit with the company an affidavit.
Whereupon, at the end of six months after the deposit of said affidavit and upon
such person or persons giving Bond of Indemnity to the company with surety to be
approved by the Board of Directors in double the current value of stock against
any damage, loss or inconvenience to the company, which may or can arise in
consequence of a new or duplicate certificate being issued in lieu of the one
lost or missing, the Board of Directors may cause to be issued to such person or
persons a new certificate, or a duplicate of the certificate, or a duplicate of
the certificate so lost or destroyed. The Board of Directors may, in its
discretion refuse to issue such new or duplicate certificate save upon the order
of some court having jurisdiction in such matter, anything herein to the
contrary notwithstanding.
<PAGE>
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office OF the corporation, in Las Vegas, Nevada
shall be at 2133 Industrial Rd #15 and the company may have
a principal office in any other state or territory as the Board of Directors
may designate.
SECTION 2. The Stock and Transfer Books and a COPY OF the By-Laws and
Articles of Incorporation OF the company shall be kept at its principal office
in the County of Clark in the State OF Nevada for the inspection of all who are
authorized or have the right to see the same, and for the transfer of stock. All
other books of the company shall be kept at such places as may be prescribed by
the Board OF Directors.
The remiander of this page left intentionally blank
<PAGE>
ARTICLE VI.
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount in its discretion as it may deem
advisable to fix as a reserve fund, and may, from time to time declare dividends
from the accumulated profits of the company in excess of the amounts so
reserved, and pay the same to the stockholders of the company. and may also, if
it deems the same advisable, declare stock dividends of the unissued capital
stock of the company.
SECTION 2. No agreement, contract or obligation (other than checks in
payment of indebtedness incurred by authority of the Board of Directors)
involving the payment of monies or the credit of the company for more than
- -dollars, shall be made without the authority of the Board of Directors. or of
the Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the Secretary in
the name and on behalf of the company, and shall have the corporate seal thereto
attached.
SECTION 4. All monies of the corporation shall be deposited when and as
received by the Treasurer in such bank or banks or other depository as may from
time to time be designated by the Board of Directors, and such deposits shall be
made In the name of the company.
SECTION 5. No note, draft, acceptance, endorsement or other evidence of
indebted ness shall be valid or against the company unless the same shall be
signed by the President or a Vice-President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice-President, or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of the company in all its duly authorized
depositories.
SECTION 6. No loan or advance of money shall be made by the company to any
stockholder or officer therein, unless the Board of Directors shall otherwise
authorize.
SECTION 7. No director nor executive officer of the company shall be
entitled to any salary or compensation for any services performed for the
company, unless such salary or compensation shall be fixed by resolution of the
Board of Directors, adopted by the unanimous vote of all the Directors voting in
favor thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell, or
otherwise deal in stocks or bonds or securities of any other corporation, if and
as often as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause to be
executed, mortgages, and liens without limit as to amount upon the property and
franchise of this corporation, and pursuant to the affirmative vote, either in
person or by proxy, of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in any manner of
the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the design thereof
being as follows:
<PAGE>
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at any
regular or special meeting of the Board of Directors by a vote of not less than
all of the entire Board, or may be made by a vote of, or a consent in writing
signed by the holders of Fifty-one percent (51%) of the issued and outstanding
capital stock.
KNOW ALL MEN BY THESE PRESENTS-. That we, the undersigned, being the
directors of the above named corporation, do hereby consent to the foregoing
By-Laws and adopt the same as and for the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto act our hands this
day of October 19, 1992
Executed by
Kent G. Wyatt
Sarah E. Wyatt
<PAGE>
EXHIBIT 11
COMPUTATION OF
EARNINGS PER SHARE
<TABLE>
<CAPTION>
Date Number Number of Extended
FYE of Shares 1/2 months Value
- -----------------------------------------------------------------
<S> <C> <C> <C>
2/28/1998 12,807,100 24 307,370,400
2/28/1999
Additions 860,000 24 6,610,000
---------
6,610,000 = 275,417 313,980,400
- ---------
24
Weigthed 12,807,100 313,980,400
Average 275,417 DIVIDED BY 24
------- -----------
Nbr. of
Shares 13,082,517 13,082,517
</TABLE>
12/28/99 Loss ($791) divided by 13.082,517 = ($.0001) per share
Therefore Loss per share for year ending 2/28/1999 was $ .00
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> FEB-28-1999
<CASH> 165,494
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 20,000
<CURRENT-ASSETS> 185,494
<PP&E> 23,374
<DEPRECIATION> 302,120
<TOTAL-ASSETS> 458,217
<CURRENT-LIABILITIES> 284,880
<BONDS> 0
0
0
<COMMON> 13,667
<OTHER-SE> 155,102
<TOTAL-LIABILITY-AND-EQUITY> 458,217
<SALES> 127,200
<TOTAL-REVENUES> 127,200
<CGS> 0
<TOTAL-COSTS> 151,134
<OTHER-EXPENSES> (23,934)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,970
<INCOME-PRETAX> (791)
<INCOME-TAX> 0
<INCOME-CONTINUING> (791)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (791)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
