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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-SB/A-2
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2140 West Charleston, Suite B, Las Vegas, Nevada 89102
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(Address of principal executive offices) (Zip code)
(702) 388-8800
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(Issuer's Telephone Number)
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
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n/a n/a
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $.001
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(Title of Class)
PAGE 1
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The Registrant has a strategic relationship and agreement established
with Promotion Publishing to publish books that compliment the Registrants
projects and shows. This Agreement, provided herein as Exhibit 6.3, implements a
venture to co-publish niche market books covering subject areas on shows that
the Registrant is producing. These and other niche market books will be offered
through productions such as the Intervention Show, which is scheduled to air in
the summer of 1999.
The Registrant also has an arrangement with Applied Biotech, Inc. (ABI)
a manufacturer/wholesaler of home drug test kits for in-home use. Registrant
intends to purchase their FDA diagnostic tests as a VAR (value added reseller)
and include them as part of the Intervention videotape sales package.
With each video 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, and
the recovery process. Other tapes covering this subject matter will also be
available for purchase along with a book on Intervention. An in-home drug test
kit and workbook will also be made available with each purchase. The Registrant
has an 800 phone number providing ease of ordering for viewers.
At present, the Company has several projects in production, "The
Stock Show" and "Intervention". Management has targeted the fourth quarter of
this fiscal year or the first quarter on next fiscal year to market these
projects.
REVENUES FROM OPERATIONS CAN BE ALLOCATED AS FOLLOWS:
Primary Income: Show revenues are generated from (1) sale of advertising and
promotions to be shown during the show; (2) companies sponsoring the show
because of its content; (3) video post-production services and (4) videotape
sales.
Secondary revenues may be derived from sale of products made available during
the course of a show such as added value products that complement videotape
sales.
It is anticipated that revenues will increase from interested sponsors
for the Intervention videotape commercial and infomercial project as it begins
airing. Many viability campaigns are currently on television that identify the
problem and create interest in the drug and alcohol addiction programs and
in-home drug testing.
PAGE 12
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The Registrants Shows and developed projects are the principal
assets of the Registrant. By the end of fiscal year (February 28, 1998), the
Registrant had produced 50 weeks of "Masters of the Martial Arts" show. The
Ninjaerobics Show and The Stock Show have been developed, produced and aired
regionally; and, the Franchise Connection has been developed. These Shows are
structured for a studio, investor, or other financial partner to participate
in producing them as a weekly series.
As identified in the Profit Participation Agreement (Exhibit 6.2)
for the Intervention Show, the investor receives 80% of the net profits until
his initial contribution is returned, then 50% of the net profit in
perpetuity.
RESULTS OF OPERATIONS
Atlantic Syndication Network, Inc. had no revenues for the quarter
ended May 31, 1999. During this quarter, the Company incurred $125,000 of
operating expenses. Due to the nature of these operating expenses, $45,000 of
operating expenses were capitalized as project development costs to be amortized
over the useful life of the project.
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 purchase 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 $0.001 per warrant, fully paid in services provided of $325.
REGISTRANT
Sales for 1998 (Feb 1999) increased $102,250 over 1997 primarily
from increased consulting services.
As in the two previous years the Registrant's principals restricted
their 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 year end the Registrants total expenses declined 33% to $137,271. This
reduction in expenses, helped reduce the net loss from the prior 1997 years
deficit of ($187,871) to a deficit of only ($791) after depreciation.
The Registrants working capital position at 1998 year end (Feb 28,
1999) was a negative ($37,163); however, this is before considering that
current liabilities have consistently included notes due principal
stockholders of $83,915, which, if added back, would provide for a positive
working capital position of $46,752 at February 28, 1999.
As of February 1998 year end, the former Ad Show Network 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.
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FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
NO. DESCRIPTION
<S> <C>
FS-1 Atlantic Syndication Network, Inc. Balance Sheets
Years Ending February 28, 1999 and 1998
FS-2 Atlantic Syndication Network, Inc. Statements of
Income and Expenses For the Years Ended February 28,
1999 and 1998
FS-3 Atlantic Syndication Network, Inc. Statements of
Stockholders' Equity For the Years Ended February
28, 1999 and 1999.
FS-4 Atlantic Syndication Network, Inc. Statements of
Cash Flows For the Years Ended February 28, 1999 and
1998.
FS-5 Atlantic Syndication Network, Inc. Financial
Statements for the Quarterly Period Ended May 31, 1999.
</TABLE>
PART III
ITEM 1. INDEX TO EXHIBITS.
The exhibits listed and described below in Item 2 are filed herein
as the part of this Registration Statement.
ITEM 2. DESCRIPTION OF EXHIBITS.
The following documents are filed herein as Exhibit Numbers 2, 3, 5,
6 and 7 as required by Part III of Form 1-A:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
2 CHARTER AND BY-LAWS
<S> <C> <C>
2.1* Articles of Amendment of Casino
Consultants, Inc.
2.2* Articles of Incorporation of Casino
Consultants, Inc.
</TABLE>
PAGE 26
<PAGE>
<TABLE>
<S> <C> <C>
2.3* Articles of Amendment of A.S. Network, Inc.
2.4* By-Laws of Registrant
3-NONE INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS
5-NONE VOTING TRUST AGREEMENTS
6 MATERIAL CONTRACTS
6.1* Plan of Reorganization between
Casino Consultants, Inc. and
Ad Show Network, Inc. (now ASNI).
6.2* Profit Participation Agreement
6.3* Agreement with Promotion Publishing
Company.
7-NONE MATERIAL FOREIGN PATENTS
27* FINANCIAL DATA SCHEDULE
</TABLE>
* Previously filed
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: January 24, 1999 BY: /s/ KENT G. WYATT
------------------------
KENT G. WYATT
President
PAGE 27
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EXHIBIT FS-5
ATLANTIC SYNDICATION NETWORK, INC. FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED MAY 31, 1999.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLANTIC SYNDICATION NETWORK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
May 31, February 28,
1999 1999
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<S> <C> <C>
ASSETS
Current assets
Cash $ 50,676 $ 165,494
Assets held for sale 20,000 20,000
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Total current assets 70,676 185,494
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Property and equipment, net 22,083 23,374
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Property and equipment, net 22,083 23,374
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Other asset
Project development costs 391,214 346,371
Amortization project development costs (109,406) (97,022)
Organizational and franchise development costs 205,098 205,098
Amortization organizational and franchise development costs (205,098) (205,098)
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Net other assets 281,808 249,349
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Total assets $ 374,567 $ 458,217
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 21,668 $ 21,668
Notes payable (current portion) 7,074 7,074
Refundable deposits 10,000 10,000
Due to stockholder 83,915 83,915
Deposit for project development 100,000 100,000
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Total current liabilities 222,657 222,657
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Long-term liabilities
Long-term debt (net of current portion) 66,787 80,458
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Long-term liabilities 66,787 80,458
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Total liabilities 289,445 303,115
Stockholders' equity
Preferred stock, $.01 par value: Authorized shares - 500,000; Issued and
outstanding - none.
Common stock, $.001 par value: Authorized shares- 50,000,000;
Issued and outstanding shares - 13,806,440 at May 31,1999
and 13,667,100 at February 28,1999, respectively 13,806 13,667
Additional paid-in capital 1,219,090 1,197,959
Retained earnings (deficit) (1,056,524) (1,056,524)
Net income (loss) (91,249) --
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Net stockholders' equity 85,123 155,102
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Total liabilities and stockholders' equity $ 374,567 $ 458,217
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</TABLE>
3
SEE ACCOMPANYING NOTES.
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ATLANTIC SYNDICATION NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended May 31,
1999 1998
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<S> <C> <C>
Net revenue $ -- $ --
Costs and expenses:
Amortization expense 12,384 14,016
Depreciation expense 1,963 1,963
General and administrative expenses 110,859 28,263
(Less) Capitalization as project development costs (44,842) (19,193)
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Total operating expenses 80,362 25,048
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Operating (loss) (80,362) (25,048)
Interest income -- --
Interest expense (10,887) (4,135)
Other (expense) income -- --
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(Loss) before income taxes (91,249) (29,183)
Income tax provision (benefit)
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Net (loss) $ (91,249) $ (29,183)
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Net (loss) per share of common stock $ (0.007) $ (0.002)
========== ==========
Weighted average shares outstanding during the
period 13,082,517 12,807,100
========== ==========
</TABLE>
4
SEE ACCOMPANYING NOTES.
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ATLANTIC SYNDICATION NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended May 31,
1999 1998
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<S> <C> <C>
Net cash flow from operating activities:
Net income (loss) $ (91,249) $ (29,183)
Adjustments to reconcile net income to cash provided by
(used in) operating activities:
Depreciation and amortization 14,346 15,979
Other changes in operating assets and liabilities
Stock issued for services in lieu of cash 6,600 --
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Total adjustments 20,946 15,979
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Net cash provided by operating activities (70,303) (13,204)
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Cash flows from investing activities:
Property and equipment (671)
Other Assets (44,843) (19,193)
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Net cash (used) by investing activities (45,514) (19,193)
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Cash flows from financing activities:
Notes payable (13,671) 9,439
Funds raised from stock issued 14,670 100,700
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Net cash (used) by financing activities 999 110,139
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Increase (decrease) in cash and cash equivalents (114,818) 77,742
Cash at beginning of year 165,494 3,971
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Cash at end of year $ 50,676 $ 81,713
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Supplemental cash flow information
Interest paid $ 10,887 $ 4,135
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Non-cash items
Stock issued in lieu of cash $ 21,270 $ --
============= ==========
</TABLE>
5
SEE ACCOMPANYING NOTES.
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ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1999
Note (A) - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Atlantic Syndication Network, Inc. ("ASNI" or "the
Company"), and have been prepared in accordance with generally accepted
accounting principles for interim financial information, and with the
instructions to form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended May 31, 1999 are not necessarily indicative of the results that may be
expected for the year ending February 28, 2000. These financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Annual Report to Stockholders for
the year ended February 28, 1999.
Note (B) - FISCAL YEAR
The Company's fiscal year ends on February 28 each year. The Company
has presented its fiscal quarters as ending on May 31, August 31, November 30
and February 28.
Note (C) - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
<TABLE>
<CAPTION>
May 31,1999 February 28, 1999
(In Thousands) (In Thousands)
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<S> <C> <C>
Tools $ 6 $ 6
Office equipment 116 116
Software 59 58
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Total property and equipment 181 180
(Less) accumulated depreciation ( 159) ( 157)
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Total property and equipment, net $ 22 $ 23
</TABLE>
Note (D) - TERM DEBT
Term debt consisted of the following at:
<TABLE>
<CAPTION>
May 31,1999 February 28, 1999
(In Thousands) (In Thousands)
-------------- --------------
<S> <C> <C>
NOTE PAYABLE
Payable to a financial institution, secured by
Selected equipment, monthly payment $362
For 51 months, interest at 21.3%. $ 10 $ 10
NOTES PAYABLE
Over the years, the Company has issued unsecured
Demand notes payable to trade accounts payable
Creditors. The unpaid balance at May 31, and
February 28, 1999, respectfully was: 16 29
</TABLE>
6
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Note (D) - TERM DEBT - continued
<TABLE>
<S> <C> <C>
CREDIT CARDS
Pledged by personal guarantee of major stockholder: 10 10
CONVERTIBLE NOTES PAYABLE
Under a private placement issue, stock is sold along
With convertible notes (See Note F). Since these
Unsecured notes can be converted to stock, they are
Reported as long-term debt: 38 38
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Total notes payable 74 87
(Less) current portion ( 7) ( 7)
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Total long-term debt $ 67 $ 80
</TABLE>
Note (E) - RELATED PARTY TRANSACTIONS
There were no related party transaction during the three months ended
May 31,1999.
Note (F) - COMMON STOCK
In August 1994, the Company held a private placement offering 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 Company stock if converted within three
years at the option of the stockholder. Each $2,400 note may be
converted into:
THREE THOUSAND (3,000) shares of common stock within 6 months from
the date of issuance at $0.80 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
from the date 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 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 Company,
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 May 31,1999, there are 13,667,100 shares issued and outstanding.
Of this amount, 857,500 shares are free trading whereas 12,809,600
shares have been or still are restricted subject to Rule 144 of the
1933 Securities and Exchange Act.
Note (G) - DEPOSIT FOR PROJECT DEVELOPMENT
In January 1999, the Registrant received $100,000 as an investment on a
production project. Management believes the committed project will be
completed and ready for marketing by February 28, 2000. The project
entails developing and marketing an infomercial to promote
7
<PAGE>
Note (G) - DEPOSIT FOR PROJECT DEVELOPMENT - continued
video tapes related to drug and alcohol addiction The Registrant and
the investor in this project have entered into a profit participation
agreement that takes affect after the marketing begins. All costs
associated with the development and marketing of this project are
reimbursed by the project before profits are disbursed. Rights to the
project remain in the hands of the Registrant.
Note (H) - SUBSEQUENT EVENTS (UNAUDITED)
Nothing to report at this time!
8
