SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------------------------------------------------------------
FORM 10-SB/A-5
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.
- ------------------------------------------------------------------------------
(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
- ------------------------------------------------------------------------------
(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
------------------- -------------------------------
n/a n/a
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $.001
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE>
<TABLE>
<CAPTION>
ATLANTIC SYNDICATION NETWORK, INC.
FORM 10-SB/A-5
TABLE OF CONTENTS
NO. TITLE PAGE NO.
<S> <C> <C>
PART I
Item 1. Description of Business................................... 1
Item 2. Managements Discussion and Analysis or Plan of Operation.. 8
Item 3. Description of Property................................... 12
Item 4. Security Ownership of Certain Beneficial Owners and
Management................................................ 12
Item 5. Directors, Executive Officers, Promoters and
Control Persons ........................................... 13
Item 6. Executive Compensation..................................... 15
Item 7. Certain Relationships and Related Transactions............. 16
Item 8. Description of Securities.................................. 16
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and other Shareholder Matters ..................... 17
Item 2. Legal Proceedings ........................................ 18
Item 3. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................... 18
Item 4. Recent Sales of Unregistered Securities................... 19
Item 5. Indemnification of Directors and Officers................. 23
PART F/S
Financial Statements .................................................. 24
PART III
Item 1. Index to Exhibits......................................... 26
Item 2. Description of Exhibits................................... 26
Signatures................................................ 27
</TABLE>
<PAGE>
FORM 10-SB
PART I
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 September 1992 the Registrant was
non-operating. On September 15, 1992 the Registrant entered into an Agreement
and Plan of Reorganization with Ad Show Network, Inc., a Nevada corporation,
whereby the Registrant would acquire the assets of Ad Show Network, Inc.,
subject to liabilities, for shares of common stock in the Registrant. On
September 15, 1992, prior to completion of the asset purchase Casino
Consultants, Inc. changed its name to A.S. Network, Inc.
On October 14, 1992, Casino Consultants, Inc. (A.S. Network, Inc.)
filed an Amendment to its Articles of Incorporation changing the corporate
name to Ad Show Network, Inc. On August 17, 1995, Registrant filed an
amendment to the Articles of Incorporation changing the name to Atlantic
Syndication Network, Inc.
The asset purchase 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 net assets of Ad Show Network ($690,975) and transferred 4,500,000
shares of its common stock in exchange for these assets. As this was an
exempt isolated transaction, the securities received in such a transfer shall
not be registered under federal or state securities laws.
From the time of the asset purchase 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 locations such as the
U.S. Post Offices through the use of automated computer kiosks. Successful
development and implementation of advertising operations occurred, however;
the U.S. Postal Service subsequently changed the U.S. Post Master and their
contract personnel and policy in dealing with third party contractors. In
making these changes the Postal Service caused he discontinuation of
operations by the Registrant in Post Offices throughout
page 1
<PAGE>
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. By year-end February 1996, the
Registrant had an accumulated deficit in retained earnings of ($755,999).
Corporate assets of $210,711 were nearly all non-liquid consisting primarily
of organizational and development costs and fixed assets.
The Registrant private placements as well as a capital restructuring
during this period from 1995 through 1997. The Registrant, through a private
placement, issued new shares from fiscal years 1995 through 1997 raising a
total of $224,700. The amounts raised were $64,000, $67,500 and $93,200
respectively. 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 the 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 debt conversion to
stock. In the past two fiscal years 21,600 shares were issued resulting in
$5,400 of notes payable and accounts payable being converted to 144 stock, also
in the three months-ended May 31, 1999, 29,340 shares were issued resulting in
$14,670 of notes payable being converted to 144 stock. Liability conversion
took place at varying share valuations from $.25 per share to $.50 per share
with debt conversion amounts being $0 and $5,400 and $14,670 respectfully for
the fiscal years 1998 and 1999 and the 3 months-ended May 31, 1999. In Fiscal\
Year 2000 to date, 1999 and 1998 (3 Months ended May 31, 1999 and fiscal years
ending February 28, 1999 and 1998 respectively) there were 110,000, 429,600,
and 5,463,000 shares of restricted stock issued for services rendered resulting
in an increase in paid-in capital of $6,490, $25,347, and $0 respectively.
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.
The amount due shareholders in 1998 was $106,326 and $22,411 was repaid to the
Shareholder in 1999. The current outstanding amount due is $83,915 as of
three months ended May 31, 1999.
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'stalent and experience in video production. The videotapes and
television shows produced are Registrant owned, copyright protected and
available for distribution via satellite, cable, and broadcast release.
page 2
<PAGE>
Previous year's revenues in 1998 and 1999 (February year end) are
the results of consulting, production, editing, and advertisement sold for the
Registrant's shows. No revenues were reported in the three months ended May 31,
1999. The nature of operating costs are the total operating costs
consisting of general and administrative expenses, including non-cash charges
resulting from depreciation and amortization, other expenses and also
interest expense. At 1997 year end (February 1998) non-cash charges were
depreciation $6,105. amortization $44,358. Other costs, which included rent,
lease payments, contract labor, entertainment and miscellaneous, were
$149,242 of which $5,643 was for services paid with stock. Interest amounted
to $10,629. At 1998 year end (February 1999), non-cash charges were
depreciation $7850 and amortization $56,065. Other costs, which included
rent, lease payments, contract labor, entertainment, and miscellaneous, were
$50,336, of which $25,776 was for services paid with stock. Interest was for
$22,970. For the three months ended May 31, 1999, non-cash charges were
depreciation $1,960 and ammortization $12,384. Other costs which included rent,
lease payments, contract labor, entertainment and miscellaneous, were $66,017
of which $6,600 were for services paid with stock. Interest was $10,887 for the
three months.
Prior to February 28, 1999, Kent Wyatt and Sarah Wyatt, controlled
69.4% of the outstanding and issued stock. The value of the Registrant as of
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. As of three months ended
May 31, 1999, its cash on hand was $50,676. The Registrant has continued
to rebuild its equity position from the low of a negative ($76,899) position
at fiscal year end 1997 to a positive $24,017 at February 1998 year end, and
most recently to a current February 1999 year end total of $155,102
respectively, and as of three months ended May 31, 1999 is $85,123.
Registrant also has a net operating loss carry forward of ($ 1,054,067) as of
February year end 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 principal offices of the Registrant are located in Las
Vegas, Nevada and production facilities are located in Hollywood, California.
Registrant concentrates on the development, production, and
distribution of television programs and specific projects created for
domestic and international markets. The goal is to produce powerful,effective
television programming and commissioned projects and to be known as a notable
provider of niche market television programs.
The Registrant participates in the video production industry with
state-of-the-art real time digital editing equipment and computer graphic
stations with 2D/3D and animation capabilities. This in-house equipment
provides a major cost savings in post-production expense and conforms to the
necessary technology for broadcast production. The Registrant has a strong
production team with top industry professionals experienced in production and
distribution. These completed Television 'Shows' represent a long-term asset
and establish an inventory for a video library of shows in different
categories. Each show retains its own long-term residual value once shown, for
generating additional and future income by airing all or part of these
productions.
page 3
<PAGE>
Registrant has demonstrated its ability to sustain operations with limited
revenues during a period that was devoted primarily to design, development,
and packaging of its shows. The Registrant has created required brochures,
marketing tools, and developed an advertising campaign for each show.
Registrant 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. The Company also intends to purchase product from a
manufacturer of home drug test kits. These drug test kits will be available
for marketing through the Registrant's Intervention Show and videotapes.
Registrant is able to produce a quality product because of its ability to
complete projects utilizing company-owned equipment which includes a state-
of-the-art post-production editing facility and complete its projects with
veteran talent who have demonstrated high quality standards in their creative
development production, and post production 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
reduced cost compared to using third party studio production vendors.
REGISTRANT'S PRODUCT DEVELOPMENT INCLUDES THE
FOLLOWING SHOW CATEGORIES:
The production of corporate owned projects includes Masters of the
Martial Arts, Starring Sho Kosugi, Ninjaerobics, and The Stock Show.
The Registrant produced Ninjaerobics in 1996 which aired in 1997;
Masters of the Martial Arts in 1996 and 1997 which aired 1997 and 1998; The
Stock Show was produced and aired in 1997. These productions account for 60
weekly shows currently in the Registrant's video library archive. None are
currently being rebroadcast or generating additional income at this date.
Pre-production on the Intervention Show began in 1998 with actual
production and post-production to be completed during 1999.
ASNI created, developed, and is currently producing a video project
for television and video entitled "Intervention" which will begin airing
during the summer of 1999. 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 disease of drug and alcohol abuse.
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 throughout the U.S., and is imminently qualified
to host the Intervention Show. Of significance is the fact that the American
page 4
<PAGE>
Medical Association (AMA) recognized the problem of drug addiction as a
disease in 1956. The American Society of Addiction Medicine has now
implemented a certification program for doctors in drug and alcohol addiction.
Tapes from the Intervention Show will be provided to schools, and appropriate
agencies and institutions for educational use.
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 videotapes 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 the sale of
in-home drug tests made available through the Show at a discount from the
retail market price.
To highlight the home drug test kit potential, it is noted that the
sale of in-home drug test kits is one of the fastest growing segments 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 that the Registrant
intends to participate with a non-profit foundation dedicated to promoting
awareness and furthering Intervention for teenage addicts. 2.5% of the net
earnings from ASNI's Intervention Show videotape sales will to go to the Angel
Heart Foundation at such time as it receives it's non-profit corporate status.
This non-profit corporation was established by Sarah Wyatt to insure that
funds donated would be fully applied to empowering families faced with drug
and alcohol abuse.
Masters of the Martial Arts as well as Ninjaerobics featured
participation by Host- Sho Kosugi, a world renown expert in martial arts,
evidenced by his recognition as a seven- time (7) world champion. He also has
international movie star status in such films as Black Eagle with Jean-
Claude Van Dam me, Blind Fury with Rutgar Hauer, Pray for Death and
Revenge of the Ninja .
Dick Spangler, narrator of the Masters of the Martial Arts Show, has
been a five(5) time winner of the Golden Mike Award. This show aired for 2
years on ICN, International Cable Network, the only multi-lingual cable
network in the U.S. at the time.
Ninjaerobics 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. 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.
page 5
<PAGE>
The Stock Show - 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. The Stock Show format
is an interview and news series that introduces public companies with various
products and services within its industry to the general public.
Public or non-public company guests who appear on The Stock Show
benefit by the visibility that television provides while promoting their
company product or services. The Show provides an opportunity for companies
to brand their name, product or service with the viewing audience, which
helps to increase their local market share.
The nature of questions addressed during interviews includes questions
that are targeted at the company's latest product/services offered, its key
management, company innovations and company goals. The interview specifically
avoids discussing the company stock market performance and/or its offerings.
Business news presented includes current events that are timely and relevant
as reported in business magazines such as Wall Street Journal, Forbes, etc.
To maintain consistency and content while avoiding gun-jumping or insider
information, it is the policy of the show that public company guest interviews
are confined to discussion of public information or items that have been
previously disclosed in the 10Ks/10Qs and press releases of the guest company.
The show does not offer investment advice or promote any particular company
or stock.
ASNI uses the following disclaimer and disclosure on The Stock Show:
INFORMATION PRESENTED ON "THE STOCK SHOW" IS BELIEVED TO BE FROM RELIABLE
SOURCES. HOWEVER, NO RESPONSIBILITY IS ASSUMED BY EITHER "THE STOCK SHOW"
OR "THE BROADCAST STATION" FOR INACCURACIES. STATEMENTS MADE BY GUESTS ARE
NOT TO BE CONSTRUED AS A RECOMMENDATION OR AN ENDORSEMENT OF THE PRODUCTS,
SERVICES, OPINIONS OR INFORMATION PRESENTED BY "THE STOCK SHOW" OR "THE
BROADCAST STATION". THE INFORMATION PRESENTED IS "NEITHER AN OFFER TO SELL, NOT
A SOLICITATION OF AN OFFER TO BUY SHARES IN ANY PARTICULAR COMPANY OR GUEST
INTERVIEWED ON THIS PROGRAM." IF YOU WOULD LIKE ADDITIONAL INFORMATION ABOUT
ANY COMPANY OR GUEST WHO APPEARS ON "THE STOCK SHOW", PLEASE CONTACT THE
COMPANY DIRECTLY OR CALL YOUR LOCAL STOCK BROKER.
The Stock Show sets, promotional materials, advertising kits, demonstration
tapes, and show layouts have been developed, produced and are ready to use.
Several of these shows were produced and tested over a period of three months
during 1997. ASNI's 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 on hold until proper financial backing can be secured. The developmental
risk and time required to put The Stock Show 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.
Larry White, music composer, arranger and producer of "The Stock Show"
and "Intervention" music, has arranged and conducted concert engagements for
Robert Goulet, Kenny Rogers, Susan Anton, The Osmonds, Connie Stevens, Tom
Jones, The Oak Ridge Boys, Debbie Reynolds, Willie Nelson, Randy Travis,
Johnny Mathis, Dionne Warwick and many other professional entertainers. At 27,
he was the youngest to be nominated for an Emmy in the field of Musical
Directing. Mr. White continues to perform in major Las Vegas hotels including
Paris, The Mandalay Bay Four Seasons, The Venetian, The Resort at Summerlin,
Stratosphere, Bally's MGM and others. He has been conductor with most of the
major Symphony Orchestras throughout the United States and Canada. His
orchestration credits include "American Movie Awards" (NBC) 1982-1985;
"Academy Awards", 1981-1987; "People's Choice Awards" (ABC).
The Franchise Connection is a television show that's created to focus
on one of the largest groups of business owners in the United States. The show
has been developed in terms of format, brochures, advertising materials and
concept. When produced, this show will provide exposure to franchisers,
franchisees, their vendors and professional associates and provide information
to those interested in owning their own business.
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 Registrant 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.
page 6
<PAGE>
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 illustrate this
Production Process:
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 two (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.
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:
1. Design and layout of Show for advertising in the paper media
and magazines.
2. Develop advertising kits and brochure for recruiting
advertisers.
3. Develop brochure for recruiting guests who come on the Show.
4. Secure Show Sponsor who, in turn, gets opening and closing
entitlement.
5. Sell up to ten advertising segments for each show.
6. Select regions where the Show will air and purchase air time.
7. Schedule shoots for four days a month.
8. Satellite feed of the Show to the various stations selected is
arranged.
page 7
<PAGE>
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.
Media Air time - Primarily, the Registrant purchases, as a syndicator,
its regional Air time for each show from one of the regional TV stations
either directly or from a media broker. However, the media and Air time are
commodity items and as a TV series or show grows in popularity and viewer
interest expands, the Air time becomes less expensive.
To date the Registrant has aired shows in Southern California and on
satellite via International Channel Network (ICN) which telecasts throughout
the Western Hemisphere. The Registrant plans to telecast this year in the
southwestern region of the United States and also via satellite.
Registrant has 3 full-time employees and 2 part-time employees.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Registrant develops, produces, and distributes entertaining,
educational, and informational television programming. The Company endeavors
to present its programming on network, cable and public television.
Primary income is generated from the sale of advertising and promotion
during the shows and from companies who sponsor these shows.
The Company generates secondary income by providing consulting services to
its outside clients in the development, design and layout of their videotape
projects. This includes research and writing of scripts prior to the
actual production, editing and post-production which clients use privately or
for airing on television.
Revenue is recognized for outside third party production as work is
completed. Revenue for in-house production is recognized at time of
distribution.
Recognizing the importance of reaching families in crisis due to alcohol
and drug addiction, management is currently producing "Intervention",
videotapes that focus on drug and alcohol abuse. The videotapes will initially
be offered for sale via 1 and 2-minute infomercials and commercials aired on
television with an (800) number provided for call-ins. To date, the Company
has not marketed a videotape series in this manner, nor has it sold other
products to viewers.
page 8
<PAGE>
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 10.3, 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 was scheduled
to air in 1999 has been postponed to summer 2000.
Registrant intends to purchase product from Applied Biotech, Inc.(ABI),
a manufacturer/wholesaler and supplier of rapid diagnostic products used by
professional clinicians as well as sold over-the-counter to the consumer
market. ASNi will place individual purchase orders with the supplier at the
time it begins marketing the drug educational videotapes. The in-home drug
tests are fast, accurate, and easy to use and can test simultaneously for
single or multiple drug use of marijuana, methamphetamines, cocaine, heroin
and others at cut off levels consistent with the National Institute of Drug
Abuse.
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.
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.
Secondary Income is generated by: (1) Third party consulting services
pertaining to project development; script, layout, production, editing and
distribution of the product (2) third party video post production services and
(3) videotape sales. Additional revenues may be derived from the sale of related
products advertised during the course of a show that compliment and add value to
the original product or videotape being sold on television. This may include
printed material, books, audiotapes, and seminars.
It is anticipated Registrant will derive revenues from advertisers and
sponsors upon airing of existing shows and those in production. These shows
include Masters of the Marital Arts, which is being scheduled for
distribution and The Stock Show which was intitially produced and aired in
1997. The Stock Show is currently in pre-production to update the format, select
new guests and secure advertisers and sponsors with airings scheduled for fall
2000. It is further anticipated that income will be generated from sales of
Intervention Shatters Drug and Alcohol Addiction , an educational videotape in
post-production, now scheduled for marketing and airing in Fall 2000.
page 9
<PAGE>
YEAR 2000 ISSUE
The Registrant has had outside consultants in to update and test the
computers hardware and software. They have assured the Registrant that the
computer systems they have are year 2000 compliant.
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 $100,000 received from an investor to participate
in a profit participation agreement for the Intervention Show.
The Registrant's cash position at May 31, 1999 was $50,676, a decrease of
$114,818 from February 28, 1999. The decrease was primarily attributed to
operating expenses of $80,362, interest payments of $10,887 and debt reductions
of $13,671.
Working capital at May 31, 1999 was a negative ($151,981). However, the
current liabilities included $83,915 due the principal stockholder which,
although this is currently due, no demand has been made. Included in the
current liabilities is a non-refundable deposit for project development
(refer to Profit Participation Agreement) of $100,000. This effectively
would leave a positive working capital of $31,934.
RESULTS OF OPERATIONS
During fiscal year ending Feb. 28, 1999 the loss of ($791) and net profit
before tax position had improved to an approximate break-even compared to Feb.
28, 1998 year end loss of ($188,514). The company further recognized the loss
of ($91,249) for the three month period ending May 31, 1999. During this
period, existing projects and shows were in editing and post production.
Revenues for 1998, 1999 and the three months ended May 31, 1999 came from the
sale of production and advertising for Registrant's shows and third party
consulting production services. Income was $24,950, $127,200 and $0
respectively. Primary income during fiscal year 1998 was $24,950 while secondary
income was $0. During fiscal year 1999 primary income was $27,200 and
secondary income was $100,000. The company did not generate income during the
three months ended May 31, 1999.
ASNI's focus for 1999 was on show development and company shows were not being
aired on television. Third party income became the primary source of revenue
during this period. It is anticipated that during 2000 and thereafter, the
company in-house show productions will resume, therefore, once these shows
are airing, the primary source of income will be advertisers and sponsors of
ASNI's shows.
Principals in the Registrant have restricted taking salaries and therefore
the Registrant's total operating expenses including general and
administrative costs, and other costs including interest, rent, lease
payments, contract labor, entertainment, and miscellaneous are used to
reflect operations in 1998, 1999 and for the three months ended May 31, 1999.
The operating costs include non-cash items, which comprise 23.7%, 49.9% and
15.7% of the total costs respectively. Each year a portion of operating
expenses has been capitalized as project development costs. For the fiscal
years of 1998, 1999 and the three months ended May 31, 1999, the amounts
capitalized were $50,000, $106,629 and $44,842 respectively.
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.
page 10
<PAGE>
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.
REGISTRANT
Sales for Year end Feb. 28, 1999 increased $102,250 over year ending
Feb. 28, 1998 primarily from increased production and 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 ($188,514) to a deficit of ($791) after depreciation.
The Registrants working capital position at 1999 year end (Feb 28,
1999) was a negative ($37,163); however, this is before considering that
current liabilities include notes due principal stockholders of $83,915, and
a non-refundable deposit (refer to Profit Participation Agreement) of
$100,000, which, if added back, would provide for a positive working capital
position of $146,752 at February 28, 1999. The working capital position as of
May 31, 1999 was reduced to $31,934.
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 had
losses of $91,249 for the three months ended May 31, 1999.
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 Registrants products in a sector while delineating the
advertising support network for each sector. This will be accomplished through
selecting qualified sales personnel 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, CDS, drug test kits, and newsletter subscription services.
page 11
<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY.
The Registrant maintains its corporate offices at 2140 West Charleston,
Suite B in Las Vegas, Nevada. The Registrant has also maintained for the past
four (4) years a 1,500 square foot production office located at 6363 Sunset
Drive, Hollywood, 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
Registrants 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 OF 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 Shadlaus 212,000 (2) 1.5%
Common Bill Madon 1,050,000 (3) 7.7%
Common Ramon Bonin 600,000 (4) 4.4%
Common Don B.Dale 22,340 (5) LESS THAN .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 Shadlaus was beneficial owner of 200,000 shares at
fiscal year-end. Another 12,000 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 in
Exhibit 10.1 will run to 2009. (3) Bill Madon's address is 23072 via Celeste,
Cota de Caza, CA 92679, he has no relationship with the Registrant other than as
a shareholder. (4) Ramon Bonin is an investor in a profit participation
agreement with the Registrant in its Intervention Drug and Alcohol Addition
Show. (5) Don Dale was a nominee for the Board of Directors 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. Warrants were purchased at $.001 per share valuation
and must be exercised in whole or part at $.25 per share by February 28, 2009.
Warrants Exhibit 10.1a. and Exhibit 10.1b were granted for services rendered
and/or for director services or commitments to advise the Registrant.
page 12
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
<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 Profit Participation Partner n/a n/a
</TABLE>
KENT G. WYATT, SR. - Mr. Wyatt brings over 20 years of combined experience in
business management which includes 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 where he
majored in business administration. 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 niche market shows like
the Intervention Show, 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.
SARAH E. WYATT - Ms. Wyatt has extensive business and management experience
and is well qualified as Registrants Administrative Officer, Corporate
Secretary and Director. She manages client relations and coordinates
production personnel and studio facilities. She is co-producer and senior
writer of the Intervention Show videotapes. She is co-producer of the show
Masters of the Martial Arts starring Sho Kosugi in addition to writing and
developing the narration for the weekly series. 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. She owned and operated
a wholesale art business for the design trade, owned and managed commercial
properties for many years and maintained a California real estate license for
over 20 years.
page 13
<PAGE>
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. Mr.
Shadlaus graduated Magna Cum Laude from California 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.
DON B. 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.
RAMON BONIN - Mr. Bonin, president of Dynamic Builders, is nationally
regarded for his expertise and skill in real estate development and is widely
acclaimed as one of the largest industrial real estate builders and developers
in Los Angeles, California. Mr. Bonin shares with the principals of ASNI a
mutual desire to contribute to the education of families faced with the
disease of alcohol and drug addiction. He is a corporate client and
participates as the investor and profit sharing partner in the Drug and
Alcohol Addiction Intervention videotape project.
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 otherwise 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.
page 14
<PAGE>
ITEM 6 EXECUTIVE COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE LONG TERM COMPENSATION
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Names & Principal Year Salary Bonus Other Annual Restricted Options LTIP All Other
Position Compensation Stock Award SARs( Layouts($) Compensation
KENT G.WYATT 1999 N/A N/A $10,000 N/A N/A N/A $10,305
CEO/Pres.
1998 N/A N/A 32,205 5,270,000 N/A N/A 0
1997 N/A N/A 13,600 N/A N/A N/A 0
SARAH E WYATT 1999 N/A N/A N/A N/A N/A N/A N/A
Corporate
Secretary
1998 N/A N/A N/A 270,000 N/A N/A N/A
1997 N/A N/A N/A N/A N/A N/A N/A
</TABLE>
Employment Contracts: There are no employment contracts in place.
Over the years two key full time employees, Kent Wyatt, CEO and Sarah Wyatt,
Secretary, received most of their compensation in 1997 (year-end Feb 1998)
with the issuance of 5,270,000 and 270,000 shares of stock respectively. Cash
payment to these employees for fiscal year-end February 28, 1997, 1998 and
1999 was $13,600,$32,205 and $10,000 respectively. Additional compensation
to Kent Wyatt is interest payments made to him for monies advanced to the
Registrant. This payment for fiscal year-end February 28, 1997, 1998 and 1999
was $-0-, $-0- and $10,305, respectively.
As of March 1, 1997, Registrant's debt to these principal stockholders was
$106,325 and as of May 31, 1999 the debt had been reduced to $83,915.
Management salaries of $120,000 for Kent Wyatt and $60,000 for Sarah Wyatt
have been approved by the Board of Directors as of May 4, 1999.
Options/Stock Appreciation Rights - There are no stock options or stock
appreciation rights in effect as of Feb. 28, 1999.
page 15
<PAGE>
Aggregated Option/SAR Exercises Fiscal Year End Option/SAR - There are no
SAR's.
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.
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 Shadlaus was granted a warrant to purchase up to 100,000
shares and Don Dale was granted a warrant to purchase up to 225,000 shares.
Warrants were purchased at $.001 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.
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.
ITEM 8. DESCRIPTION OF SECURITIES.
(a) COMMON STOCK. At September 1, 1999 the Registrant had 13,806,440
shares of its common stock issued and outstanding. Of the outstanding shares
857,500 were free trading and 12,948,940 were restricted.
Registrant's Articles of Incorporation, filed September 25, 1978
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 .001 and 500,000
preferred shares with a par value of .01. 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 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 May 31, 1999 the Registrant had 500,000
shares of preferred stock authorized at a par value of $.01. None of the
Registrant's preferred stock is issued and outstanding.
page 16
<PAGE>
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.
(a) STOCK TRANSFER RESTRICTIONS: The following stock transfer
restrictions are set forth in the Registrant's By-Laws. ARTICLE IV SECTION 5.
The Stock Transfer Books shall be closed for all meetings of the stockholders
for the period of 10 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.
Notwithstanding this stock transfer restriction, the Registrant has waived
this restriction; furthermore, the company does not intend to exercise it and
all shareholders have been and will continue to have the ability to transfer
their respective shares during this 10 day period.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
(a) MARKET INFORMATION: The Registrant's common stock trades on the
OTC Bulletin Board under the symbol ASNI. The Registrant's common stock price
at close of business on August 1, 1999 was $.25 per share. Currently the
Registrants common stock is quoted in the Electronic Quotation Service . At
such time Registrant clears all SEC comments resulting from this registration
statement, the Registrant will apply for reinstatement of its trading status
on OTC Bulletin Board.
(b) PRICE RANGE: The following is the range of the high and low bids
for the Registrant's common stock for each quarter within the last two fiscal
years as determined by over-the-counter market quotations. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.
<TABLE>
<CAPTION>
1999 1998 1997
QUARTER HIGH BID LOW BID HIGH BID LOW BID HIGH BID LOW BID
<S> <C> <C> <C> <C> <C> <C>
May .25 .01 .25 .125 .25 .125
Feb .25 .01 .25 .125 .25 .125
Nov. .25 .125 .25 .125
Aug. .25 .125 .25 .125
</TABLE>
page 17
<PAGE>
(c) HOLDERS: The Registrant has approximately 142 common stock
shareholders.
(d) DIVIDENDS: The Registrant has never paid a cash dividend. It is
the present policy of the Registrant to retain any extra profits to finance
growth and development of the business. Therefore, the Registrant does not
anticipate paying cash dividends on its common stock in the foreseeable
future.
(e) CRITERIA FOR LISTING ON NASDAQ SMALLCAP MARKET:
The Issuer at this time does not satisfy the minimum criteria for
listing on the NASDAQ Smallcap Market.
ITEM 2. LEGAL PROCEEDINGS.
The Registrant is not presently involved in any litigation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
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, 1999 nor disclaimer of opinion. The
accountants audited report for the fiscal year-end 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.
page 18
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
(a) RECENT SALES: The Registrant had the following stock issuances
within the last three years. All such shares were sold by the officers and
directors of the Registrant and no underwriters were utilized.
<TABLE>
<CAPTION>
MARCH 1, 1996 TO FEBRUARY 28, 1997
DATE CLASS NO. OF SHARES CONSIDERATION AMOUNT NAME
<S> <C> <C> <C> <C> <C>
1. 03-01-96 Common 12,000 Conversion $ 7,200 Peter Kusalas
2. 04-04-96 Common 9,000 Services 240 Vladimir Chorny
3. 04-04-96 Common 9,000 Services 180 Vladimir Chorny
4. 04-04-96 Common 4,500 Conversion 3,600 Vladimir Chorny
5. 04-04-96 Common 3,000 Conversion 2,400 Vladimir Chorny
6. 04-08-96 Common 3,200 Purchase 1,600 Mike Soloman
7. 04-22-96 Common 30,000 Services 600 Sho Kosugi
8. 04-22-96 Common 3,000 Conversion 2,400 Beverly Wollsey
9. 04-22-96 Common 4,500 Conversion 3,600 Beverly Wollsey
10.04-22-96 Common 1,500 Conversion 1,200 Beverly Wollsey
11.04-22-96 Common 3,200 Purchase 1,600 Natalie Stepanova
12.05-20-96 Common 12,000 Conversion 9,600 Russell Pavlot
13.06-13-96 Common 100,000 Services 2,000 Carmine Bua
14.07-19-96 Common 150,000 Purchase 75,000 Bill Madon
15.07-19-96 Common 25,000 Services 500 Bill Madon
16.07-19-96 Common 120,000 Conversion 54,370 Bill Madon
17.07-24-96 Common 5,000 Services 100 Richard Blecker
18.07-29-96 Common 25,000 Services 500 Bill Madon
19.11-22-96 Common 120,000 Services 2,400 Bill Madon
20.11-22-96 Common 150,000 Purchase 75,000 Bill Madon
21.11-27-96 Common 25,000 Services 500 Bill Madon
22.12-20-96 Common 3,000 Services 60 Bill Bardes
23.02-28-97 Common 75,000 Conversion 31,000 Lex Malan
-------- --------
TOTAL 892,900 $275,650
======= ========
SUMMARY
Stock for Services
Rendered 354,000 $ 7,080
Sale of Unregistered
Stock/Purchase 306,400 153,200
Conversion of Debt
to Stock 232,500 115,370
------- --------
TOTAL 892,900 $275,650
======= ========
</TABLE>
page 19
<PAGE>
<TABLE>
<CAPTION>
MARCH 1, 1997 TO FEBRUARY 28, 1998
DATE CLASS NO. OF SHARES CONSIDERATION AMOUNT NAME
<S> <C> <C> <C> <C> <C>
1. 05-01-97 Common 5,000,000 Services $ 5,000 Kent Wyatt
2. 05-01-97 Common 270,000 Services 270 Kent Wyatt
2. 05-01-97 Common 270,000 Services 270 Sarah Wyatt
2. 05-01-97 Common 40,000 Services 40 Jim Shadlaus
2. 05-01-97 Common 20,000 Services 20 Bill Bardes
2. 05-01-97 Common 5,000 Services 5 Bill Bardes
3. 06-20-97 Common 400,000 Purchase 100,000 Bill Madon
4. 07-01-97 Common 3,000 Services 3 Louie Bookout
5. 07-01-97 Common 10,000 Services 10 Tom Keith
6. 07-01-97 Common 10,000 Services 10 Larry White
7. 07-15-97 Common 6,000 Purchase 3,000 Narcisa Avila
8. 09-01-97 Common 5,000 Services 5 Bill Bardes
9. 09-01-97 Common 10,000 Services 10 Michael Edwards
10.11-11-97 Common 6,000 Purchase 3,000 Krantz Trust
11.11-24-97 Common 3,000 Purchase 1,500 David Harjung
12.11-28-97 Common 10,000 Purchase 5,000 Ruby Trice
13.12-08-97 Common 12,000 Purchase 6,000 Krantz Trust
14.12-17-97 Common 3,000 Purchase 1,500 David Harjung
--------- --------
TOTAL 6,083,000 $125,643
========= ========
SUMMARY
Stock for Services
Rendered 5,643,000 $ 5,643
Sale of Unregistered
Stock 440,000 120,000
Conversion of Debt
to Stock 0 0
--------- --------
TOTAL 6,083,000 $125,643
========= ========
</TABLE>
page 20
<PAGE>
<TABLE>
<CAPTION>
MARCH 1, 1998 TO FEBRUARY 28, 1999
DATE CLASS # OF SHARES CONSIDERATION AMOUNT NAME
<S> <C> <C> <C> <C> <C>
1. 06-08-98 Common 25,000 Services $ 1,500 Bill Robins
2. 06-08-98 Common 50,000 Purchase 12,500 Robins Trust
3. 08-12-98 Common 9,600 Conversion 2,400 Guadalupe Portillo
4. 08-12-98 Common 10,400 Purchase 2,600 Guadalupe Portillo
5. 09-29-98 Common 12,000 Conversion 3,000 Narciso Avila
6. 10-19-98 Common 32,000 Purchase 8,000 Narciso Avila
7. 10-22-98 Common 10,400 Purchase 2,600 Ed Avila
8. 10-22-98 Common 2,600 Services 156 Ed Avila
9. 10-22-98 Common 12,000 Services 720 Ed Avila
10.10-22-98 Common 200,000 Services 12,000 Carmine Bua
11.10-22-98 Common 100,000 Services 6,000 Jim Shadlaus
12.10-22-98 Common 50,000 Services 3,000 Ken Wyatt Jr.
13.11-18-98 Common 40,000 Services 2,400 Sho Kosugi
14.01-17-99 Common 300,000 Purchase 75,000 Ramon Bonin
------- ------
TOTAL 854,000 $131,876
======= ========
</TABLE>
SUMMARY
Stock for Services
Rendered 429,600 $ 25,776
Sale of Unregistered
Stock 402,800 100,700
Conversion of Debt
to Stock 21,600 5,400
------- --------
TOTAL 854,000 $131,876
======= ========
<TABLE>
<CAPTION>
March 1, 1999 to May 31, 1999
DATE CLASS # OF SHARES CONSIDERATION AMOUNT NAME
<S> <C> <C> <C> <C> <C>
3/1/99 Common 7,340 Conversion $ 8,670 Don Dale
3/15/99 Common 12,000 Conversion 6,000 Jim Shadlaus
4/9/99 Common 100,000 Services 6,000 Carmine Bua
5/1/99 Common 10,000 Services 600 Frank Raimondi
--------- ----------
TOTAL 129,340 $21,270
======== ========
page 21
<PAGE>
</TABLE>
SUMMARY
Stock for Services
Rendered 110,000
Conversion of Debt
to Stock 19,340
-------
TOTAL 129,340 $21,270
======= =======
(b) EXEMPTIONS FROM REGISTRATION: With respect to the issuance of
all of the common shares listed at Item 12(a), such issuances were made in
reliance on the private placement exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), SEC Regulation D, Rule 504 of
the Act ("Rule 504") and Nevada Revised Statutes Sections 78.211, 78.215,
73.3784, 78.3785 and 78.3791 (collectively, the "Nevada Statutes").
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.
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.
PURCHASED FOR CASH DURING FISCAL YEAR FEBRUARY 28, 1999
<TABLE>
<CAPTION>
TITLE SHARE AMOUNT NAME
<S> <C> <C>
Common 300,000 Ramon Bonin
Common 50,000 Robbins ResidualTrust
Common 32,000 Narcisco Avila
Common 10,400 Ed Avila
Common 10,400 Guadalupe Portillo
</TABLE>
page 22
<PAGE>
NOTES CONVERTED
<TABLE>
<CAPTION>
TITLE SHARE AMOUNT NAME
<S> <C> <C>
Common 12,000 Narcisco Avila
Common 9,600 Guadalupe Portillo
</TABLE>
SERVICES RENDERED
<TABLE>
<CAPTION>
TITLE SHARE AMOUNT NAME
<S> <C>
<C>
Common 25,000 Bill Robbins
Common 200,000 Carmine Bua
Common 100,000 James Shadlaus
Common 50,000 Kent Wyatt, Jr.
Common 40,000 Sho Kosugi
Common 14,600 Ed Avila
-------
TOTAL 854,000
========
</TABLE>
ITEM 5. 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.
PART F/S
The following financial statements are submitted pursuant to the
information required by Item 310 of Regulation S-B:
page 23
<PAGE>
A S N I
ATLANTIC SYNDICATION NETWORK, INC.
------------------------------
Audited Financial Statements
February 28, 1999 and 1998
page 24
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
TABLE OF CONTENTS
FEBRUARY 28, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C>
INDEPENDENT AUDITOR'S REPORT ................................ Page 1
FINANCIAL STATEMENTS:
Balance Sheets ...............................................Page 2
Statements of Income and Expenses ............................Page 3
Statements of Stockholders' Equity............................Page 4
Statements of Cash Flows......................................Page 5
NOTES TO FINANCIAL STATEMENTS ................................Page 6
</TABLE>
page 25
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To: Board of Directors
ATLANTIC SYNDICATION NETWORK, INC.
Las Vegas, Nevada
We have audited the accompanying 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 Company'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.
Sellers & Associates, P.C.
April 26, 1999
Ogden, Utah
page F/S 1
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Balance Sheets
Years Ending February 28,
A S S E T S
1999 1998
----------- -----------
Current Assets
Cash $ 165,494 $ 3,971
Investments -- 5,620
Prepaid Expense -- 24,000
Assets Held For Sale 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
Cost 346,371 220,966
(Accumulated) Amortization
Project Development Costs (97,022) (47,498)
Initial Organization &
Franchise Development
Costs 205,098 205,098
(Accumulated) Amortization
All Other (205,098) (198,557)
------------ ------------
Net Other Assets 249,349 180,009
------------ ------------
$ 458,217 $ 271,824
------------ ------------
L I A B I L I T I E S A N D S T O C K H O L E R S' E Q U I T Y
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
Deposit For Project
Development 100,000 -
------------ ------------
Total Current Liabilities 222,657 172,144
------------ ------------
Long-Term Liabilities 80,458 75,663
------------ ------------
Total Liabilities 303,115 247,807
------------ ------------
Stockholders' Equity
Preferred Stock, $.01 par value,
authorized 500,000 shares,
issued and outstanding -none
Common Stock, $.001 par value, authorized
50,000,000 shares, issued and outstanding 13,667,100
13,667,100 shares at 2-28-99 and
12,813,100 shares at
2-28-98 13,667 12,813
Additional Paid-In Capital 1,198,602 1,067,580
Retained Earnings (Deficit) (1,057,167) (1,056,376)
------------ ------------
Net Stockholders' Equity 155,102 24,017
------------ ------------
Total Liabilities and
Stockholders' Equity $ 458,217 $ 271,824
See Accompanying Independent Auditor's Report and Notes
to the Financial Statement
page F/S 2
<PAGE>
<TABLE>
<CAPTION>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Income and Expenses
For the Years Ended February 28,
1999 1998
------------------ -----------------
<C> <C>
<S>
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 157,015 199,242
(Less) Capitalized as
Project Development Costs (106,629) (50,000)
------------------ ------------------
Total Operating Expenses 137,271 210,334
------------------ ------------------
Income (Loss) from Operations (10,071) (185,384)
Forgiveness of Debt 9,900 -
(Loss) on Reduction of Investment
from Cost to Market - (3,130)
(Loss) on Sale of Investment (620) -
------------------ ---------------
Net (Loss) Before Income Taxes (791) (188,514)
Provision for Income Taxes - -
Net (Loss) $ (791) $ (188,514)
Net (Loss) Per Share of
Common Stock $ (0.000) $ (0.016)
Weighted Average Shares
Outstanding During the Period 13,138,308 11,722,267
</TABLE>
SEE ACCOMPANYING INDEPENDENT AUDITOR'S REPORT AND NOTES TO THE FINANCIAL
STATEMENT
page F/S 3
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Stockholders' Equity
For the Years Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock Paid-In- Accumulated Total
Shares Amount Shares Amount Capital Deficit Equity
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of
Feb. 28, 1997 - $ - 6,730,100 $6,730 $948,020 $(867,862) $86,888
Net (Loss) for
the year ended
Feb. 28, 1998 (188,514) (188,514)
Sale of
unregistered
stock 440,000 440 119,560 120,000
Stock for services
rendered 5,643,000 5,643 - 5,643
----------------------------------------------------------------
Balance as of
Feb. 28, 1998 - $ - $12,813,100 $12,813 $1,067,580 $(1,056,376) $24,017
Net (Loss) for the
year ended
Feb. 28, 1999 (791) (791)
Sale of
unregistered
stock 402,800 403 100,297 100,700
Debt converted
to stock 21,600 22 5,378 5,400
Stock for
services
rendered 429,600 429 25,347 25,776
----------------------------------------------------------------
Balance as of
Feb. 28, 1999 - $ - 13,667,100 $13,667 $1,198,602 $(1,057,167) $155,102
-----------------------------------------------------------------
</TABLE>
See Accompanying Independent Auditors Report and Notes to the Financial
Statement
page F/S 4
<PAGE>
<TABLE>
<CAPTION>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Cash Flows
For the Years Ended February 28,
CASH FLOWS FROM OPERATING ACTIVITIES 1999 1998
- ------------------------------------ ------ -------
<S> <C> <C>
Net Income (Loss) $ (791) $ (188,514)
----------- -----------
Adjustments to reconcile Net Income to Cash Flows
from Operating Activities
Depreciation and Amortization 63,915 50,463
Decrease in Assets Held For Sale 10,000 14,793
Decrease in Prepaid Expenses 24,000 -
(Decrease) in Accounts Payable (21,516) (19,485)
Increase in Deposit For Project Development 100,000 -
Stock Issued For Services in Lieu of Cash 7,000 5,643
-------- ----------
Total Adjustments 183,399 51,414
------------ ---------
Net Cash Provided (Used)
by Financing Activities 182,608 (137,100)
---------- ---------
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 (106,629) (50,000)
------------- -----------
Net Cash (Used) by Investing Activities (122,785) (74,793)
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
- -------------------------------------
Increase in Notes Payable 9,439 30,080
Increase (Decrease) Funds
Advanced by Shareholder (22,411) 67,112
(Decrease) in Refundable Deposits (4,804) (3,358)
Funds Raised from Stock Issued 100,700 120,000
------------ ----------
Net Cash Provided (Used)
by Financing Activities 82,924 213,834
----------- ---------
Increase in Cash and Cash Equivalents 161,523 1,941
Cash at Beginning of Year 3,971 2,030
------------ ----------
Cash at End of Year $ 165,494 $ 3,971
------------ ----------
SUPPLEMENTARY CASH FLOW INFORMATION
- ------------------------------------
Interest Paid $ 22,970 $ 10,629
----------- ---------
Non-Cash Item:
Total Stock Issued
in Lieu of Cash
$ 31,176 $ 5,643
--------- ---------
See Accompanying Independent Auditor's Report and Notes to Financial Statement
</TABLE>
page F/S 5
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,1999 AND 1998
NOTE 1 - 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 accompanying financial statements
represent the transactions for the fiscal year ending February 28,
1999 and 1998.
BUSINESS ACTIVITY
The Company (Registrant) incorporated September 25, 1978 under the
laws of the State of Nevada, under the name of Casino Consultant's,
Inc.
On September 15, 1992, the Registrant was renamed to A.S. Network,
Inc. and then immediately renamed to Ad Show Network, Inc. It was
later renamed again to Atlantic Syndication Network, Inc., on May 25,
1995.
The Company concentrates on the development, production, and
distribution of niche- market television programs, ancillary products
and films designed for domestic and international markets.
The Company is authorized to issue up to 50,000,000 shares of common
stock, par value $0.001 and 500,000 shares of preferred stock, par
value $0.01.
ASSETS HELD FOR SALE
In 1994, the Registrant discontinued use of some of its equipment. As
of February 28, 1998, part of the equipment remained unsold, despite
management intention to have it all sold. Consequently, management
wrote down the cost by $10,000 during fiscal year ending February 28,
1999. Management anticipates selling all such equipment within the
next fiscal year ending February 29, 2000.
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
amortized. Fully depreciated assets are written off the year after
they are fully depreciated or amortized.
Upon the sale or 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.
page F/S 6
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,1999 AND 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
PROJECTS DEVELOPMENT COSTS
The Registrant determines the cost outlays incurred on project
development costs by assigning all direct costs and a portion of
indirect costs to the projects worked on. It then capitalizes those
costs incurred in projects determined to have an extended useful life
beyond the current year.
Development and production of shows may or may not be used more than
once. This in large measure is because of the technological changes
that continually occur in the communication and media fields.
Consequently, the Company has opted to write off the costs of
developing and producing show materials used by the Company over time
instead of by use. The Company presently amortizes such costs over 5
years on a straight line basis.
The Company evaluates the status of project development costs. If the
Company determines the net book value of product development costs as
capitalized as "other assets"on the balance sheet is worth less than
what is reported on the financial statements it will write the asset
down.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
reveue from those estimates.
IMPAIRMENT OF LONG-LIVED ASSETS
It is the Company's policy to periodically evaluate the economic
recover ability of all of its long-lived assets. In accordance with
that policy, when the Company determines that an asset has been
impaired, it recognizes the loss on the basis of the discounted
future cash flows expected from the asset.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The methods and assumptions used to estimate the fair value of each
class of financial instrument are as follows:
page F/S 7
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,1999 AND 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Cash and cash equivalents, prepaid media, receivables, notes payable
and accounts payable, refundable deposits, due to stockholder,
deferred income:
The carrying amounts approximate fair value because of the
short maturity of these instruments.
Investments:
Market price of stock (the only investment). Investments are
reduced to market value in the event cost exceeds market. At
February 28, 1999 there is no investment. At February 28,
1998 the investment cost $8,750 while the market value on
the stock exchange for the investment was $5,620. The
carrying amount on the financial statement was reduced to
fair value of $5,620.
Long-term liabilities:
The carrying amounts of the Registrant's borrowing (See note
3) under its short-term, convertible notes and revolving
credit card agreements approximate fair value because the
interest rates are either fixed or vary based on floating
rates identified by reference to market rates. The carrying
amounts and fair values of long-term debt are approximated
to be one and the same at February 28, 1999 and 1998
respectively.
REVENUE RECOGNITION
Revenue is recognized from sales other than long term contracts when
a product is shipped, a show is aired on the media, and services
including consulting are performed. Revenue on long term contracts
is accounted for principally by the percentage of completion, or at
the completion of contractual billing milestones when possible. At
February 28, 1999 and 1998 there are no long term contracts requiring
revenue recognition.
INCOME TAXES
The Company 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 temporary differences between the
financial reporting basis and tax basis of assets and liabilities.
page F/S 8
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,1999 AND 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
STATEMENT OF CASH FLOWS
For purpose of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to
be cash equivalents.
NET INCOME (LOSS) PER SHARE
Primary net income or loss per share is computed by dividing net
income or loss by the weighted average number of common shares
outstanding.
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
<TABLE>
<CAPTION>
Property and equipment consisted of the following at February 28,
1999 1998
---------- ----------
<S> <C> <C>
Tools $ 6,000 $ 6,000
Office Equipment 116,277 113,277
Software 58,252 58,252
---------- ----------
Total Property and Equipment 180,529 177,529
(Less) Accumulated Depreciation (157,155) (149,305)
---------- ----------
Total Property and Equipment, Net $ 23,374 $ 28,224
</TABLE>
page F/S 9
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28,1999 AND 1998
NOTE 3 - TERM DEBT
<TABLE>
<CAPTION>
Term debt consisted of the following at February 28,
NOTE PAYABLE 1999 1998
<S> --------- ---------
<C> <C>
Payable to a financial institution, secured by selected
equipment, monthly payment $362 for 51 months,
interest at 21.3%.
$ 10,354 $ 12,081
NOTES PAYABLE
Over the years, the Company 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 notes can be converted to
stock, they are reported as
long-term debt.
38,178 41,363
---------- ----------
Total Notes Payable 87,532 83,493
(Less) Current Portion (7,074) (7,830)
---------- ---------
- -
Total Long-Term Debt $ 80,458 $ 75,663
---------- ---------
- -
Scheduled future maturities of notes payable at
February 28, 1999 are as follows:
Year Ending
February 28
-----------
<S> <C>
2000 $ 7,074
2001 7,086
2002 12,726
2003 4,652
2004 17,816
2005 & After 38,178
-------
Total $87,532
</TABLE>
page F/S 10
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1999 AND 1998
<TABLE>
<CAPTION>
NOTE 4 - RELATED PARTY TRANSACTIONS 1999 1998
-------------------------- --------- --------
<S> <C> <C>
Monies have been advanced to the Company by the Company's principal
shareholder. All amounts due to stockholder are from short term
borrowings remaining unpaid at February 28, 1999 and 1998. Interest
of $10,305 has been accrued on the outstanding balance of February 28,
1999, computed at 14%. No interest is accrued for February 28, 1998.
The amount advanced at February 28 is: $ 83,915 $106,326
-------- --------
During the year ended February 28, 1999 the Registrant issued 50,000
shares of stock to the son of the principal shareholder for working
in the production of graphics, design of project and editing. Another
100,000 shares were issued for consulting services to a shareholder
who serves on the Board of Directors. The Registrant's attorney
received 200,000 for consulting services. All stock issued was in
lieu of cash payment for services performed.
During the year ended February 28, 1998 the Registrant issued
5,270,000 shares to the principal shareholder for management services
and in lieu of cash payments for services performed.
NOTE 5 - 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 $.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 all due and
payable.
page F/S 12
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1999 AND 1998
NOTE 5 - COMMON STOCK - CONTINUED
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 February 28, 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 6 - LEASE COMMITMENTS
In July 1997, the Company entered into two equipment leases for
equipment used in producing shows. The Company pays a total of $1,540
monthly for 5 years (to July 2002). At the end of the lease period
the Company can buy the equipment for approximately $3,000.
The Registrant rents production facilities in California and office
space in Nevada. The production facilities lease expired during
fiscal year ending February 28, 1997 and has not been renewed. The
Registrant is contemplating moving from present production facilities.
Both are rented on a month/month basis and are not capitalized leases.
NOTE 7 - 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
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 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.
page F/S 13
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1999 AND 1998
NOTE 8 - FORGIVENESS OF DEBT
The Registrant rents production facilities in a building in
Hollywood,California. During the past 3 years this building went
through multiple ownership and management changes as well as
building renovations. During this period, several tenants, several
tenants including the Registrant was not required to pay all of
their regular rents. When the current owners took over, the previous
owners forgave unpaid rents due by tenants,including the Registrant.
The Registrant received a total of $9,900 forgives of debt of unpaid
rent accrued during the years ending February 28, 1998 and 1997.
Total debt forgiveness as of February 28, 1999 and 1998
are $9,900 and $0, respectively.
NOTE 9 - INCOME TAXES
(Loss) before income taxes at February 28, 1999
and 1998 consisted of:
1999 1998
--------- ---------
Total $ - $ -
--------- ---------
--------- ---------
The provision for income taxes at February 28,
1999 and 1998 consisted of:
1999 1998
--------- ---------
Current income taxes
Federal $ - $ -
State (Nevada) - -
--------- ---------
Total $ - $ -
--------- ---------
--------- ---------
The provision for income taxes is different from that which would be
obtained by applying the statutory Federal income tax rate to income
(loss) before income taxes. The items causing this difference at
February 28, 1999 and 1998 are:
1999 1998
--------- ---------
Tax expense (benefit) at
U.S. statutory rate $158,000 $ 157,900
State income taxes, net of
Federal benefit (Nevada) - -
Change in valuation allowance (154,700) (151,400)
Accounts payable ( 3,300) ( 6,500)
Accounts receivable - -
--------- --------
Total $ - $ -
--------- --------
page F/S 14
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1999 AND 1998
NOTE 9 - INCOME TAXES - CONTINUED
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
February 28, 1999 and 1998 are:
</TABLE>
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ - $ -
Net operating loss carryforward 1,054,067 1,053,376
------------ ----------
Total gross deferred tax assets 1,054,067 1,053,276
(Less) valuation allowance (1,032,399) (1,010,092)
----------- ---------
Net deferred tax assets 21,668 43,184
----------- -----------
Deferred tax liabilities:
Accounts payable 21,668 43,184
---------- ----------
Total gross deferred tax liabilities 21,668 43,184
----------- -----------
Net deferred tax $ - $ -
------------ ------------
</TABLE>
The valuation allowance for deferred tax assets as of February 28,
1999 and 1998 was $1,032,399 and $1,010,092, respectively. The net
change in the total valuation allowance for the years ended
February 28,1999 and 1998 was an increase of $22,307 and an increase
of $223,099, respectively.
There were no cash payments for income taxes in fiscal years 1999 and
1998, respectively.
As of February 28, 1999, the Registrant has available for income tax
purposes approximately $158,000 in federal net operating loss carry
forwards which may be used to offset future taxable income. These
loss carry forwards begin to expire in fiscal year 2008. Should the
Registrant undergo an ownership change as defined in Section 382 of
the Internal Revenue Code, the Registrant's tax net operating loss
carry forwards generated prior to the ownership change will be
subject to an annual limitation which could reduce, eliminate, or
defer the utilization of these losses.
page F/S 15
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1999 AND 1998
NOTE 10 - FINANCIAL CONDITION
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. The
Company 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 Company has a strong cash
position at February 28, 1999 of over $165,000 of which $100,000 is
from a deposit for project development towards production work to do
during fiscal year February 28, 2000.
Also, Stockholders' equity has increased from $24,000 to $155,000.
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 Company by $14,670 in March 1999.
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 Company remains a going concern.
NOTE 11 - 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.
page F/S 16
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Unaudited Financial Statements
Three Months ended May 31, 1999
Index
PART I. UNAUDITED FINANCIAL INFORMATION Page
Item 1. Unaudited Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
as of May 31, 1999 and February 28,1999 UN/3
Condensed Consolidated Statements of Operations
(Unaudited) for the three months ended May 31, 1999 and 1998 UN/4
Condensed Consolidated Cash Flows (Unaudited)
for the three months ended May 31, 1999 and 1998 UN/5
Notes to Unaudited Condensed Consolidated Financial Statements UN/6
UN/2
<PAGE>
PART I - FINANCIAL INFORMATION
Iten 1. Financial Statements
ATLANTIC SYNDICATION NETWORK, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
May 31, February 28,
1999 1999
ASSETS
Current assets
Cash $ 50,676 $ 165,494
Assets held for sale 20,000 20,000
------- -------
Total current assets 70,676 185,494
------- -------
Property and equipment, net 22,083 23,374
------ ------
Property and equipment, net 22,083 23,374
------ -------
Other assets
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
-------- --------
Net other assets 281,808 249,349
-------- -------
Total assets $ 374,567 $ 458,217
=========== ========
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
-------- -------
Total current liabilities 222,657 222,657
------ ------
Long-term liabilities
Long-term debt (net of current portion) 66,787 80,458
-------- -------
Long-term liabilities 66,787 80,458
-------- -------
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 1,219,733 1,198,602
Retained earnings (deficit) (1,057,167) (1,057,167
Net income (loss) (91,249) -
---------- ---------
Net stockholders' equity 85,123 155,102
---------- ---------
Total liabilities and stockholders' equity $ 374,567 $ 458,217
========== ========
See accompanying notes
UN/3
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Condensed Consolidated Statement of Operations
(Unaudited)
Three Months Ended May 31,
1999 1998
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 cost (44,842) (19,193)
--------- ---------
Total operating expenses 80,362 25,048
--------- --------
Operating (loss) (80,362) (25,048)
Interest income - -
Interest expense (10,887) (4,135)
Other (expense) income - -
------- ------
(Loss) before income taxes (91,249) (29,183)
Income tax provision (benefit) - -
-------- -------
Net (loss) $ (91,249) $ (29,183)
======== =======
Net (loss) per share of common stock $ (0.007) $ (0.002)
======== =======
Weighted average shares outstanding during the period 13,138,308 12,807,100
========== =========
See Accompanying Notes
UN/4
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended May 31, 1999
Three Months Ended May 31
1999 1998
---------- ---------
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 -
---------- ---------
Total adjustments 20,946 15,979
---------- ---------
Net cash provided by operating activities (70,303) (13,204)
---------- ---------
Cash flows from investing activities:
Property and equipment (671) -
Other Assets (44,843) (19,193)
---------- ---------
Net cash (used) by investing activities (45,514) (19,193)
---------- ---------
Cash flows from financing activities:
Notes payable (13,671) 9,439
Funds raised from stock issued 14,670 100,700
---------- ---------
Net cash (used) by financing activities 999 110,139
---------- --------
Increase (decrease) in cash and cash equivalents (114,818) 77,742
Cash at beginning of year 165,494 3,971
---------- ---------
Cash at end of year 50,676 81,713
======== =========
Supplemental cash flow information
Interest paid 10,887 4,135
======== =========
Non-cash items
Stock issued in lieu of cash 21,270 -
======== =========
See Accompanying Notes
UN/5
<PAGE>
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-QSB. 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 this Form 10-SB.
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:
May 31,1999 February 28,1999
(In Thousands) (In Thousands)
Tools $ 6 $ 6
Office equipment 116 116
Software 59 58
------- --------
Total property and equipment 181 180
(Less) accumulated depreciation (159) (157)
------- -------
Total property and equipment, net 22 23
Note (D) - Term Debt
Term debt consisted of the following at:
May 31,1999 February 28,1999
(In Thousands) (In Thousands)
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
---------- -------
Total notes payable 74 87
(Less) current portion (7) (7)
----------- -------
Total long-term debt $ 67 $ 80
Note (E) - Related Party Transactions
There were no related party transactions during the three months ended May
31,1999.
Note (F) - Common Stock
UN/6
<PAGE>
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.
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
UN/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)
There have not been any subsequent events during this period.
UN/8
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
The additional exhibits listed and described below in Item 2 are
filed herein as part of this Registration Statement.
ITEM 2. DESCRIPTION OF EXHIBITS. The following documents are filed herein as
Exhibit Numbers 3.1, 10.1a, 10.1b and 27 as required by Part Ill of Form 1-A:
EXHIBIT NO. 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 Articles of Incorporation of Ad
Show Network, Inc. to Atlantic Syndication Network, Inc.
3.2 Articles of Amendment of A.S. Network, Inc.
3.3 Articles of Amendment of Casino Consultants, Inc.
3.5 Articles of Incorporation of Casino Consultants, Inc.
3.6 Bylaws of Registrant
4. NONE Instruments Defining the Rights of Security Holders
5. NONE Voting Trust Agreements
10. Material Contracts
10.1 Warrant Plans
10.1a Jim Shadlaus
10.1b Don Dale
10.2 Profit Participation
10.3 Agreement with Promotion Publishing Co.
11. Computations of Earnings Per Common Share
27. Financial Data Schedule
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: May 15, 2000 BY: /s/ KENT G. WYATT
- ------------------------ ---------------------------
KENT G. WYATT
President
<PAGE>
page 27
<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)
personally 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>
<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.
- - -----------------------
/S/ Rozella Richins
NOTARY STAMP OR SEAL
ROZELLA RICHINS
Notary Public - Nevada 0
Clark County
My appt. exp. Jan- 9. 1994
RECEIVED
SEP 23, 1992
Secretary of State
<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."
8. TERM: The corporation shall have perpetual existence.
EXECUTED this 20th day of September 1978.
Signed by
Laura R Webb
Dorothy Lappin
Lisette Poulin
STATE OF NEVADA)
ss
COUNTY OF CLARK)
On this 20TH day of September 1978 before me, the under
signed, personally appeared LAURA R. WEBB, DOROTHY LAPPIN and LISETTE POULIN,
who acknowledged that they executed the above Instrument.
Notary Public Seal:
-------------------
/s/ Thomas 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
adjourn 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 remainder 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
EXHIBIT 10.1
WARRANT PLANS
10.1a. J.Shadlaus
10.1b. D. Dale
<PAGE>
WARRANT PLAN
10.1a J. Shadlaus
<PAGE>
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES
MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH STATE LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS, AND, IF AN EXEMPTION SHALL
BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
May 4, 1999 Warrant to Purchase
Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
OF
ATLANTIC SYNDICATION NETWORK, INC.
This is to certify that, for value received, James Shadlaus, or assignee
(in each case, the Holder ), is entitled to purchase, subject to the
provisions of this Warrant, from Atlantic Syndication Network, Inc., a
Nevada corporation (the Company ), having its principal place of business
at 2140 W. Charleston Blvd., Ste. B, Las Vegas, Nevada 89102, at any time
prior to May 4, 2009 (the Expiration Date ) at which time this Warrant
shall expire and become void, one hundred thousand (100,000) shares of
Common Stock in the Company (the Warrant Shares ). This Warrant shall be
exercisable at $.25 per share (the Exercise Price ), subject to adjustment
as set forth below. The number of shares of Stock to be issued is based
upon Holder exercising this Warrant and is subject to the following terms
and conditions:
1. Exercise of Warrant. This Warrant may be exercised, in whole or in part
from time to time hereof prior to the expiration date by the Holder of this
Warrant through the surrender of this Warrant (with the subscription form
at the end hereof duly executed) at the address set forth in Subsection 9
(a) hereof, together with proper payment of the Aggregate Warrant Price, or
the proportionate part thereof if this Warrant is exercised in part. Payment
for Warrant Shares shall be made by certified or official bank check payable
to the order of the Company. If this Warrant is exercised in part, this
Warrant must be exercised each time for the minimum of fifty per cent (50%)
of the shares of Common Stock referred to in this Warrant, and the Holder is
entitled to receive a new Warrant covering the number of Warrant Shares in
respect of which this Warrant has not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such Warrant
Shares. Upon receipt of payment and surrender of this Warrant, the Company
will (a) issue a certificate in the name of the Holder for the number of whole
shares of the Common Stock to which the Holder shall be entitled, and (b)
deliver the proportionate part thereof if this Warrant is exercised in part,
pursuant to the provisions of this Warrant.
2. Adjustments in Number of Warrant Shares.
2.1.The number of shares of Common Stock for which this Warrant
may be exercised shall be subject to adjustments as follows:
(a) If the Company is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for which
this Warrant may be exercised shall be increased or reduced, as of the
record date for such recapitalization, in the same proportion as the
increase or decrease in the outstanding shares of Common Stock.
(b) If the event, as a result of which an adjustment is
made under paragraph (a) above, does not occur, then any adjustments in the
number of shares issuable that were made in accordance with such paragraph
(a) shall be adjusted to the number of shares as were in effect immediately
prior to the record date for such event.
2.2. The Company may retain a firm of independent public
accountants of recognized standing (who may be any such firm regularly
employed by the Company) to make any computation required under this Section
2, and a certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 2.
2.3. Whenever the number of Warrant Shares shall be adjusted as
required by the provisions of this Section 2, the Company forthwith shall file
in the custody of its Secretary or an Assistant Secretary, at its principal
office, an officer s certificate showing the adjusted number of Warrant Shares
and setting forth in reasonable detail the circumstances requiring the
adjustment.
2.4. Each Holder of this Warrant and the Warrant Shares shall
indemnify and hold harmless the Company, its directors and officers, and each
other person, if any, who controls the Company, against any losses, claims,
damages or liabilities, joint or several, to which the Company or any such
director, officer or any such person may become subject under the Act or any
statute or common law, insofar as such losses, claims, damages or liabilities
or actions in respect thereof, arise out of or are based upon the disposition
by such Holder of the Warrant and the Warrant Shares in violation of this
Warrant.
3. Fully Paid Stock: Taxes. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable, and not
subject to preemptive rights. The Company further covenants and agrees that
it will pay, when due and payable, any and all Federal and state stamp,
original issue or similar taxes that may be payable in respect of the issue
of any Warrant Share of certificate therefor.
4. Reservation of Warrant Shares. The Company agrees that, prior to
the expiration of this Warrant, The Company will at all times have authorized
and in reserve, and will keep available, solely for issuance or delivery upon
the exercise of this Warrant, the shares of the Common Stock as from time to
time shall be receivable upon the exercise of this Warrant.
5. Transfer.
(a) Securities Laws. Neither this Warrant nor the Warrant Shares
issuable upon the exercise hereof have been registered under the Securities
Act of 1933, as amended (the Securities Act ) or under any state securities
laws and unless so registered may not be transferred, sold, pledged,
hypothecated or otherwise disposed of unless an exemption from such
registrations is available. In the event the Holder desires to transfer this
Warrant or any of the Warrant Shares issued, the Holder must give the Company
prior written notice of such proposed transfer including the name and address
of the proposed transferee. Such transfer may be made only either (I) upon
publication by the Securities and Exchange Commission (the Commission ) of
a ruling, interpretation, opinion or no action letter based upon facts
presented to said Commission, or (ii) upon receipt by the Company of an
opinion of counsel to the Company in either case to the effect that the
proposed transfer will not violate the provisions of the Securities Act, the
Securities Exchange Act of 1934, as amended (the Exchange Act ), or the rules
and regulations promulgated under either such act, or in the case of clause
(ii) above, to the effect that the Warrant or Warrant Shares to be sold or
transferred have been registered under the Securities Act and that there is
in effect a current prospectus meeting the requirements of subsection 10(a)
of the Securities Act, which is being or will be delivered to the purchaser
or transferee at or prior to the time of delivery of the certificates
evidencing the Warrant or Warrant Stock to be sold or transferred.
(b) Conditions to Transfer. Prior to any such proposed transfer,
and as a condition thereto, if such transfer is not made pursuant to an
effective registration statement under the Securities Act, the Holder will,
if requested by the Company deliver to the Company (i) an investment covenant
signed by the proposed transferee, (ii) an agreement by such transferee to
the impression of the restrictive investment legend set forth herein on the
certificate or certificates representing the securities acquired by such
transferee, (iii) an agreement by such transferee that the Company may place
a stop transfer order with its transfer agent or registrar, and (iv) an
agreement by the transferee to indemnify the Company to the same extent as
set forth in the next succeeding paragraph.
(c) Indemnity. The Holder acknowledges that the Holder
understands the meaning and legal consequences of this Section 4, and the
Holder hereby agrees to indemnify and hold harmless the Company, its
representatives and each officer and director thereof from and against any and
all loss, damage or liability (including all attorneys fees and costs
incurred in enforcing this indemnity provision) due to or arising out of (i)
the inaccuracy of any representation or the breach of any warranty of the
Holder contained in, or any other breach of, this Warrant, (ii) any transfer
of any of the Warrant or any of the Warrant Shares in violation of the
Securities Act, the Exchange Act, or the rules and regulations promulgated
under either of such acts, (iii) any transfer of the Warrant or any of the
Warrant Shares not in accordance with this Warrant or, (iv) any untrue
statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion
as to a proposed transfer shall have been based.
(d) Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares issued may be transferred by the Holder in whole or in part as
identified in this agreement (1. Exercise of Warrant). Upon surrender of this
Warrant to the Company corporate offices .with assignment documentation duly
executed and funds sufficient to pay any transfer tax, and upon compliance
with the foregoing provisions, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment, and this Warrant shall promptly be cancelled. Any assignment,
transfer, pledge, hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution,
attachment or other process attempted upon the Warrant, shall be null and void
and without effect.
(e) Legend and Stop Transfer Orders. Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of any part of
the Warrant and the issuance of any of the shares of Warrant Shares, the
Company shall instruct its transfer agent to enter stop transfer orders with
respect to such shares, and all certificates representing Warrant Shares shall
bear on the face thereof substantially the following legend, insofar as is
consistent with applicable state law:
The shares of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be
sold, offered for sale, assigned, transferred or otherwise disposed of unless
registered pursuant to the provisions of that Act or an opinion of counsel to
the Company is obtained stating that such disposition is in compliance with an
available exemption from such registration.
6. Investment Representation. The Holder, by acceptance of this
Warrant, represents and warrants to the Company that this Warrant and all
shares acquired upon any and all exercises of this Warrant are purchased for
the Holder s own account and for investment, and not with a view to resale or
distribution of either this Warrant or any shares purchasable upon any
exercise hereof. The Holder understands that this Warrant and the underlying
shares are subject to certain restrictions against transfer in compliance with
federal securities laws and agrees to execute and deliver to the Company
concurrent with the exercise of this Warrant, an investment letter in such
form as legal counsel to the Company may reasonably request.
7. Loss of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like
date, tenor and denomination.
8. Warrant Holder Not Shareholder. Except as otherwise provided
herein, this Warrant does not convey upon the Holder any right to vote or to
consent to or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
shareholder, prior to the exercise thereof.
9. Communication. No notice or other communication under this Warrant
shall be effective unless the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:
(a) the Company at 2140 W. Charleston Blvd., Ste. B, Las Vegas,
Nevada 89102. or such other address as the Company has designated in writing
to the Holder, or
(b) the Holder at 2408 Windjammer Way, Las Vegas, Nevada 89107
or such other address as the Holder has designated in writing to the Company.
10. Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
11. Applicable Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Nevada without giving effect to
the principles of conflict of law thereof.
IN WITNESS WHEREOF, Atlantic Syndication Network, Inc. has caused this
Warrant to be signed by its Chief Executive Officer as of May 4,1999.
ATLANTIC SYNDICATION NETWORK, INC.
BY:
/s/ Kent G. Wyatt, Sr.
Chief Executive Officer
<PAGE>
SUBSCRIPTION
The undersigned, ______________________________________ pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for the
purchase of _________________________________ shares of the Common Stock
of Atlantic Syndication Network, Inc., covered by said Warrant, and makes
payment therefor in full at the price per share provided by said Warrant.
Dated : ___________________ Signature _______________________
Address ____________________________
ASSIGNMENT
FOR VALUE RECEIVED, ______________________________ hereby sells,
assigns and transfers unto ________________________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably constitute
and appoint _____________________________ attorney, to transfer said
Warrant on the books of Atlantic Syndication Network, Inc.
Dated:_______________________ Signature______________________
Address____________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________ hereby assigns and transfers
unto __________________________________the right to purchase ______________
shares of the Common Stock of Atlantic Syndication Network, Inc., by the
foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced hereby, and does irrevocably constitute and appoint attorney, to
transfer that part of Warrants on books of Atlantic Syndication Network, Inc.
Dated: ___________________ Signature :__________________
Address :______________________
<PAGE>
WARRANT PLAN
10.1b D. Dale
<PAGE>
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES
MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH STATE LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS, AND, IF AN EXEMPTION SHALL
BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
May 4, 1999 Warrant to Purchase
Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
OF
ATLANTIC SYNDICATION NETWORK, INC.
This is to certify that, for value received, Don Dale, or assignee (in each
case, the Holder ), is entitled to purchase, subject to the provisions of
this Warrant, from Atlantic Syndication Network, Inc., a Nevada corporation
(the Company ), having its principal place of business at 2140 W. Charleston
Blvd.,Ste. B, Las Vegas, Nevada 89102, at any time prior to May 4, 2009 (the
Expiration Date ) at which time this Warrant shall expire and become void,
two hundred twenty-five thousand (225,000) shares of Common Stock in the
Company (the Warrant Shares ). This Warrant shall be exercisable at $.25
per share (the Exercise Price ), subject to adjustment as set forth below.
The number of shares of Stock to be issued is based upon Holder exercising
this Warrant and is subject to the following terms and conditions:
1. Exercise of Warrant. This Warrant may be exercised, in whole or in part
from time to time hereof prior to the expiration date by the Holder of this
Warrant through the surrender of this Warrant (with the subscription form
at the end hereof duly executed) at the address set forth in Subsection 9
(a) hereof, together with proper payment of the Aggregate Warrant Price, or
the proportionate part thereof if this Warrant is exercised in part. Payment
for Warrant Shares shall be made by certified or official bank check payable
to the order of the Company. If this Warrant is exercised in part, this
Warrant must be exercised each time for the minimum of fifty per cent (50%)
of the shares of Common Stock referred to in this Warrant, and the Holder is
entitled to receive a new Warrant covering the number of Warrant Shares in
respect of which this Warrant has not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such Warrant
Shares. Upon receipt of payment and surrender of this Warrant, the Company
will (a) issue a certificate in the name of the Holder for the number of whole
shares of the Common Stock to which the Holder shall be entitled, and (b)
deliver the proportionate part thereof if this Warrant is exercised in part,
pursuant to the provisions of this Warrant.
2. Adjustments in Number of Warrant Shares.
2.1.The number of shares of Common Stock for which this Warrant
may be exercised shall be subject to adjustments as follows:
(a) If the Company is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for which
this Warrant may be exercised shall be increased or reduced, as of the
record date for such recapitalization, in the same proportion as the
increase or decrease in the outstanding shares of Common Stock.
(b) If the event, as a result of which an adjustment is
made under paragraph (a) above, does not occur, then any adjustments in the
number of shares issuable that were made in accordance with such paragraph
(a) shall be adjusted to the number of shares as were in effect immediately
prior to the record date for such event.
2.2. The Company may retain a firm of independent public
accountants of recognized standing (who may be any such firm regularly
employed by the Company) to make any computation required under this Section
2, and a certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 2.
2.3. Whenever the number of Warrant Shares shall be adjusted as
required by the provisions of this Section 2, the Company forthwith shall file
in the custody of its Secretary or an Assistant Secretary, at its principal
office, an officer s certificate showing the adjusted number of Warrant Shares
and setting forth in reasonable detail the circumstances requiring the
adjustment.
2.4. Each Holder of this Warrant and the Warrant Shares shall
indemnify and hold harmless the Company, its directors and officers, and each
other person, if any, who controls the Company, against any losses, claims,
damages or liabilities, joint or several, to which the Company or any such
director, officer or any such person may become subject under the Act or any
statute or common law, insofar as such losses, claims, damages or liabilities
or actions in respect thereof, arise out of or are based upon the disposition
by such Holder of the Warrant and the Warrant Shares in violation of this
Warrant.
3. Fully Paid Stock: Taxes. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable, and not
subject to preemptive rights. The Company further covenants and agrees that
it will pay, when due and payable, any and all Federal and state stamp,
original issue or similar taxes that may be payable in respect of the issue
of any Warrant Share of certificate therefor.
4. Reservation of Warrant Shares. The Company agrees that, prior to
the expiration of this Warrant, The Company will at all times have authorized
and in reserve, and will keep available, solely for issuance or delivery upon
the exercise of this Warrant, the shares of the Common Stock as from time to
time shall be receivable upon the exercise of this Warrant.
5. Transfer.
(a) Securities Laws. Neither this Warrant nor the Warrant Shares
issuable upon the exercise hereof have been registered under the Securities
Act of 1933, as amended (the Securities Act ) or under any state securities
laws and unless so registered may not be transferred, sold, pledged,
hypothecated or otherwise disposed of unless an exemption from such
registrations is available. In the event the Holder desires to transfer this
Warrant or any of the Warrant Shares issued, the Holder must give the Company
prior written notice of such proposed transfer including the name and address
of the proposed transferee. Such transfer may be made only either (I) upon
publication by the Securities and Exchange Commission (the Commission ) of
a ruling, interpretation, opinion or no action letter based upon facts
presented to said Commission, or (ii) upon receipt by the Company of an
opinion of counsel to the Company in either case to the effect that the
proposed transfer will not violate the provisions of the Securities Act, the
Securities Exchange Act of 1934, as amended (the Exchange Act ), or the rules
and regulations promulgated under either such act, or in the case of clause
(ii) above, to the effect that the Warrant or Warrant Shares to be sold or
transferred have been registered under the Securities Act and that there is
in effect a current prospectus meeting the requirements of subsection 10(a)
of the Securities Act, which is being or will be delivered to the purchaser
or transferee at or prior to the time of delivery of the certificates
evidencing the Warrant or Warrant Stock to be sold or transferred.
(b) Conditions to Transfer. Prior to any such proposed transfer,
and as a condition thereto, if such transfer is not made pursuant to an
effective registration statement under the Securities Act, the Holder will,
if requested by the Company deliver to the Company (i) an investment covenant
signed by the proposed transferee, (ii) an agreement by such transferee to
the impression of the restrictive investment legend set forth herein on the
certificate or certificates representing the securities acquired by such
transferee, (iii) an agreement by such transferee that the Company may place
a stop transfer order with its transfer agent or registrar, and (iv) an
agreement by the transferee to indemnify the Company to the same extent as
set forth in the next succeeding paragraph.
(c) Indemnity. The Holder acknowledges that the Holder
understands the meaning and legal consequences of this Section 4, and the
Holder hereby agrees to indemnify and hold harmless the Company, its
representatives and each officer and director thereof from and against any and
all loss, damage or liability (including all attorneys fees and costs
incurred in enforcing this indemnity provision) due to or arising out of (i)
the inaccuracy of any representation or the breach of any warranty of the
Holder contained in, or any other breach of, this Warrant, (ii) any transfer
of any of the Warrant or any of the Warrant Shares in violation of the
Securities Act, the Exchange Act, or the rules and regulations promulgated
under either of such acts, (iii) any transfer of the Warrant or any of the
Warrant Shares not in accordance with this Warrant or, (iv) any untrue
statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion
as to a proposed transfer shall have been based.
(d) Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares issued may be transferred by the Holder in whole or in part as
identified in this agreement (1. Exercise of Warrant). Upon surrender of this
Warrant to the Company corporate offices .with assignment documentation duly
executed and funds sufficient to pay any transfer tax, and upon compliance
with the foregoing provisions, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment, and this Warrant shall promptly be cancelled. Any assignment,
transfer, pledge, hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution,
attachment or other process attempted upon the Warrant, shall be null and void
and without effect.
(e) Legend and Stop Transfer Orders. Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of any part of
the Warrant and the issuance of any of the shares of Warrant Shares, the
Company shall instruct its transfer agent to enter stop transfer orders with
respect to such shares, and all certificates representing Warrant Shares shall
bear on the face thereof substantially the following legend, insofar as is
consistent with applicable state law:
The shares of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be
sold, offered for sale, assigned, transferred or otherwise disposed of unless
registered pursuant to the provisions of that Act or an opinion of counsel to
the Company is obtained stating that such disposition is in compliance with an
available exemption from such registration.
6. Investment Representation. The Holder, by acceptance of this
Warrant, represents and warrants to the Company that this Warrant and all
shares acquired upon any and all exercises of this Warrant are purchased for
the Holder s own account and for investment, and not with a view to resale or
distribution of either this Warrant or any shares purchasable upon any
exercise hereof. The Holder understands that this Warrant and the underlying
shares are subject to certain restrictions against transfer in compliance with
federal securities laws and agrees to execute and deliver to the Company
concurrent with the exercise of this Warrant, an investment letter in such
form as legal counsel to the Company may reasonably request.
7. Loss of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like
date, tenor and denomination.
8. Warrant Holder Not Shareholder. Except as otherwise provided
herein, this Warrant does not convey upon the Holder any right to vote or to
consent to or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
shareholder, prior to the exercise thereof.
9. Communication. No notice or other communication under this Warrant
shall be effective unless the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:
(a) the Company at 2140 W. Charleston Blvd., Ste. B, Las Vegas,
Nevada 89102. or such other address as the Company has designated in writing
to the Holder, or
(b) the Holder at P. 0. Box 181921 Coronado, Ca. 92178 or such other
address as the Holder has designated in writing to the Company.
10. Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
11. Applicable Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Nevada without giving effect to
the principles of conflict of law thereof.
IN WITNESS WHEREOF, Atlantic Syndication Network, Inc. has caused this
Warrant to be signed by its Chief Executive Officer as of May 4,1999.
ATLANTIC SYNDICATION NETWORK, INC.
BY:
/s/ Kent G. Wyatt, Sr.
Chief Executive Officer
<PAGE>
SUBSCRIPTION
The undersigned, ______________________________________ pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for the
purchase of _________________________________ shares of the Common Stock
of Atlantic Syndication Network, Inc., covered by said Warrant, and makes
payment therefor in full at the price per share provided by said Warrant.
Dated : ___________________ Signature _______________________
Address ____________________________
ASSIGNMENT
FOR VALUE RECEIVED, ______________________________ hereby sells,
assigns and transfers unto ________________________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably constitute
and appoint _____________________________ attorney, to transfer said
Warrant on the books of Atlantic Syndication Network, Inc.
Dated:_______________________ Signature______________________
Address____________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________________ hereby assigns and transfers
unto __________________________________the right to purchase ______________
shares of the Common Stock of Atlantic Syndication Network, Inc., by the
foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced hereby, and does irrevocably constitute and appoint attorney, to
transfer that part of Warrants on books of Atlantic Syndication Network, Inc.
Dated: ___________________ Signature :__________________
Address :______________________
<PAGE>
<PAGE>
EXHIBIT 10.2
PROFIT PARTICIPATION AGREEMENT
<PAGE>
PROFIT PARTICIPATION AGREEMENT
This Agreement ("Agreement") is made and entered into this 17th day of
January, 1999, by and between Atlantic Syndication Network, Inc., referred
to as (ASNI), a Nevada Corporation whose corporate address is 2140 West
Charleston, Suite B, Las Vegas Nv. Zip 89102 and Ramon Bonin ("RBC").
I. FORMATION AND PURPOSE OF THE AGREEMENT.
The parties hereby form a Profit Participation Agreement ("Profit
Participation") for the purpose of developing and producing an infomercial
("Infomercial") to promote the sale of Videotapes related to Drug & Alcohol
Addiction + added value products such as in-home drug tests. The product
will be promoted primarily via television with the infomercial 800 number. RBC
has agreed to provide capital for the ASNI Project(s) which shall be referred
to as "Family Survival Kit".
II. DUTIES OF EACH PARTY SHALL BE AS FOLLOWS:
A. RBC agrees to dispurse to ASNI $100,000. The payment is for securing a
profit position in net profits of the project by participating in cost for
production and other related expenses referred to that are required to bring
the Family Survival Kit infomercial, videotapes and/or products to market.
B. ASNI shall be responsible for the following duties:
(1) ASNI maintains offices and will oversee the project, hire the
necessary personnel including third parties to carry out the purposes of
this Agreement, and these specific costs shall be identified as the
responsibility of the project.
(2) The development, production, distribution, management of the
project(s).
(3) Establish and implement the marketing and sales program for the
project, purchase product to be sold, placement of advertising and
responding to same.
(4) Perform all other duties and services which are reasonably
necessary to accomplish the purposes of this Agreement which include
overseeing and monitoring the fulfillment house for all Project orders
whether from infomercial calls, general advertising, internet or other
outlets.
(5) ASNI shall devote as much time as necessary to see that the
foregoing duties and services are performed; and will maintain accounting
and banking records of the income from the project(s) using GAAP guidelines;
furthermore, maintain and oversee all pertinent records of the project(s).
(6) ASNI agrees to invest additional effort and funds up to $50,000
to complete the development for this project, prepare the marketing and
advertising and launch the project. It is anticipated between the parties
that the project will be in the marketing stage prior to December 31, 1999.
III. PROFITS, LOSSES AND DISTRIBUTIONS.
After deducting the expenses and management fees agreed to any and all Net
Profits of this project(s) shall be allocated and divided between the
parties on a monthly basis per the following:
1. Initially, 80% of the monthly Net Profits received are
distributed to RBC until 100% of RBC's contribution to this
project is returned.
2. The remaining 20% is distributed to ASNI.
ONCE RBC RECEIVES 100% OF THE INITIAL CONTRIBUTION FOR THIS
PROJECT, then
A. 50% shall be distributed to RBC and/or nominee monthly and
B. 50% shall be distributed to ASNI
ASNI will provide a monthly income and expense summary and prepare an inhouse
unaudited financial statement quarterly for this Project. All monthly
expenses will be available for review in this report and/or the accounting
may be reviewed by the partners with prior notice. Fixed monthly expenses
will accrue and be paid from future income of the Project if sufficient
income is not generated by the project for that month.
The following guideline shall be used for the purpose of computing
profits.
"Profit Sharing" shall equal the gross revenues generated by the "Family
Survival Kit" and received for project sales, either through the infomercial
videotape sales or the added value products to be used to increase videotape
sales, less the following:
i. After the infomercial commences airing, ASNI shall be entitled to
receive pro-rata office and related expense, project advertising
and media, a two-person staff, one for sales and marketing, and an
assistant for customer service to deal with purchase orders and
data processing.
ii. Product purchases, packaging, shipping cost (including duty, Fed X,
freight, insurance premium & guarantee, etc.) plus shipping and
handling that has not been pre-paid by the purchaser.
iii. ASNI shall receive management fees of $10,000 per/mo, plus its
profit sharing percentage generated by the Project. It is
understood and agreed between the parties that the monthly management
fee is payable only from monthly profits of the Project and do not
accrue. If the project generates less than the $10,000 monthly fee
due ASNI, that monthly consulting fee is reduced to only the amount
of Net Profit that is available prior to that months profit
distribution.
iv. AFTRA pension/union/welfare contributions owed for infomercial
participants;
v. Infomercial substantiation, additional updates, videotaping or
editing costs if any, insurance premiums for the Project, monthly
accounting and legal costs incurred for the Project;
vi. Fulfillment, house telemarketing setup fees, deposits, expenses,
tape dubbing, traffic to stations, actual fulfillment costs, freight
costs and 800# customization; ASNI shall see that funds received by
the fulfillment house from sales of the product(s) shall be
immediately deposited into the Project Bank Account.
vii. Purchaser refunds, returns, credit card fees, chargebacks and bad
debts;
viii. The books and records shall be closed on the last day of each month
(accounting of income and expenses will be available for review
prior to the 15th of each month) (Project Year end accounting shall
be February 28, which shall be the same as ASNI corporate fiscal
year).
ix. Purchaser refunds, returns, credit card fees, chargebacks and bad
debts;
x. Losses from the prior months shall mean the gross revenues during
such months less the expenses and costs listed above.
ASNI and RBC shall create a reserve for Purchaser Product(s) returns. This
reserve amount shall remain in the bank Account and shall be equal to ten
percent (10%) of one months gross income average and based on the last
quarter monthly sales. The reserve shall be adjusted to include product
returns at the end of each quarter.
After the infomercial begins airing and monthly expenses have been deducted
including (A) pro-rata office and staff expenses relative to the project (B)
actual costs for the product and service (C) project fees and expenses as
outlined (D) the monthly management fee due ASNI for the project; then, the
partners will divide the percentage of Profits as outlined herein.
<PAGE>
IV. PROJECT BANK ACCOUNT.
ASNI and RBC will open a Two signature Project Account at First Security
Bank of Nevada for the deposit of all income generated by the Family Survival
Kit Project. This Account will be activated once the Family Survival Kit
Project Infomercial and product sales begin and project income is being
generated. All gross income from the Family Survival Kit will be deposited
into this account and the Account will be exclusively utilized to distribute
monthly (1) Project expense reimbursement including marketing and advertising
cost (2) Monthly management fee to ASNI (3) Return of initial contribution to
RBC and (4) Pro-rata Sharing to RBC and ASNI.
V. MANAGEMENT.
The management under this Agreement, and its operations and business, shall
be the sole responsibility of ASNI. Each Participant will deal with their
own tax issues and indemnify the other from all tax responsibility and/or
liability from the other.
VI. TITLE TO PROPERTY.
The title, Copyright -C- and ownership of all videotape masters of
the project are retained by ASNI.
VII. INSURANCE AND INDEMNIFICATION.
ASNI hereto shall indemnify and hold RBC harmless from any and all damages,
liabilities, losses and claims incurred or suffered by RBC which should
arise out of a breach of this Agreement or negligence or wrongful conduct on
the part of ASNI.
VIII. ARBITRATION.
Any and all disputes arising out of this Agreement between the parties
hereto shall be submitted to binding Arbitration to an Arbitration Association
in Los Angeles County, Ca. Any and all decisions of the arbitrator shall be
final and binding upon the parties.
IX. NOTICES.
Any and all notices which may or are required to be given under this
Agreement shall be in writing and shall be deemed received by the party to
whom it's sent upon the earlier of actual receipt thereof or five (5)
business days after it is deposited in the United States mail, registered or
certified with return receipt requested, postage prepaid and addressed to the
other party of record.
X. ASSIGNMENTS.
Neither party may assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of the other party.
XI. TERMINATION.
This Agreement shall continue in full force and effect throughout the life
of the marketing and distribution of this Product. It is agreed that RBC
shall receive fifty percentage of net revenues of the Family Survival Kit
intervention videotapes or multimedia CD sales in perpetuity. If the
parties agree to terminate this Agreement, all debts relating to this Project
shall be paid and the remaining funds shall be distributed to the Profit
Sharing Partners based on the percentage breakdown outlined herein.
<PAGE>
XII. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding and agreement of the
parties hereto regarding the subject matter hereof. This Agreement may not
be changed or amended unless done so by a written instrument executed by
both parties.
It is agreed that the signature approval and acceptance of this agreement
by fax shall be acceptable by each of the parties involved. Both parties
agree to provide the other an original signed hard copy. IN WITNESS
WHEREOF, the parties have executed the "Agreement" as of January 17, 1999.
RAMON BONIN ("RBC") ATLANTIC SYNDICATION NETWORK, INC.
By: /s/ L. RAMON BONIN By: /s/ KENT G. WYATT, SR.
- ------------------------ -------------------------
Ramon Bonin Kent G. Wyatt, Sr.,
CEO/President
<PAGE>
EXHIBIT 10.3
AGREEMENT WITH PROMOTION PUBLISHING COMPANY.
<PAGE>
AGREEMENT
This AGREEMENT identifies the mutual understanding between
Promotion Publishing hereinafter referred to as Promo and Atlantic
Syndication Network, Inc. hereinafter referred to as ASNI.
The following overviews the business and terms for each party.
ASNI produces niche market television shows targeted for special
interest audiences such as The Stock Show, Masters of the Martial Arts and
Ninjaerobics. ASNI is currently producing other shows such as the
Intervention Show Videotapes. ASNI is planning to sell these tapes through
various media and retail markets. It is understood that ASNI has not
previously marketed in this manner, but believes these projects will benefit
by promoting the videotapes with related books published by Promo.
Promo's business is publishing niche market books and promoting these
books on a mass marketing wholesale and retail basis which includes the
Internet.
Promo agrees to provide ASNI existing books that complement the subject
matter of the television shows or videotapes that ASNI produces on a
wholesale basis. Promo agrees that if Promo is unable to provide specific
books required for a project, Promo will create a joint venture partnership
with ASNI to publish a specific book for that project. ASNI agrees to
participate in the publishing of these books and agrees to promote them on
or with its shows and/or its project videotapes.
ASNI agrees to produce the commercials for books offered for sale by
Promo on its television shows when the books presented by Promo complement
the television shows or videotapes available for sale.
ASNI agrees to provide a 30-second commercial segment on The Stock Show
to Promo. ASNI agrees to provide this segment to Promo at a net advertising
media rate so that Promo may promote their books, present information on
their upcoming books and promote authors that would beof interest to the
ASNI target audience. It is agreed the media rate to be paid by Promo will
not exceed 50% of ASNI's established media rate.
Both parties agree to include in the sale of their product, promotional
literature or flyers identifying the other company and its subject related
products. It is agreed that prior to any specific advertising print
campaigns, each party will present to the other the opportunity to
participate and the necessary requirements for that campaign.
Promo agrees to sell the books wholesale to ASNI for its television
projects and Direct Advertising program under the following terms:
Promo will sell and deliver the product to ASNI in minimum orders to be
established and/or agrees to fulfill orders for ASNI programs through its
shipping and handling department.
<PAGE>
TERMS: 1/3 at time of order 1/3 at delivery 1/3 within 30 days.
If other terms are required, Promo must pre-approve any credit changes prior
to order.
Promo agrees that it will maintain sufficient inventory (to be
established at the beginning of each quarter) to accommodate sales
requirements for any of the projects identified between the parties.
Both parties agree they will not make any representations other than
the accompanying promotional literature associated with each project.
Promo agrees to provide advertising for ASNI in its promotional
campaign by placing the ASNI brochure flyer in co-published books for retail
distribution. ASNI agrees to provide Promo with the written copy for
approval of the flyer prior to printing--then ASNI will have the flyer
printed and provided to Promo. It is agreed that Promo will place the flyer
in its books that are sold through its normal channels and marketing
structure. The flyer is designed to encourage consumers to call the ASNI
800 number to purchase the videos made available about a related subject
matter.
Unless sooner terminated pursuant to any provision hereof, this Agreement
shall have a term of three (3) years from the date hereof; after which it
will be automatically renewed for successive terms of one (1) year each,
unless either party gives the other party written notice of termination at
least six (6) months prior to the end of the initial term or any renewal
term. If such notice is given, this Agreement shall terminate at the end of
such term.
Either party shall have the right to terminate this Agreement by written
notice to the other, should that company be in breach or default with
respect to any term or provision hereof and fails to cure the same within
ninety (90) days notice of said breach or default, or 30 days if the company
is adjudged bankrupt, files or has filed against it any petition under any
bankruptcy, insolvency or similar law, has a receiver appointed for its
business or property, or makes a general assignment for the benefit of its
creditors.
Any notice required or given hereunder shall be deemed sufficient if
mailed by registered or certified air mail, first class mail, Federal
Express, DHL, UPS, or Facsimile transmission to the Corporate offices as
listed in this agreement, or delivered by hand to the party to whom such
notice is required or permitted to be given. Any such notice shall be
considered given when received, as evidenced by a receipt (if by mail),
signed and dated by the receiving party.
<PAGE>
ALL NOTICES TO PROMOTION PUBLISHING SHALL BE ADDRESSED AS FOLLOWS:
Promotion Publishing Company
3368 GOVENOR DRIVE, SUITE 144 San Diego, Ca 92122
Attn: John Perkins, Pres. Phone: 619-577-2000
ALL NOTICES TO ASNI SHALL BE ADDRESSED AS FOLLOWS:
Atlantic Syndication Network, Inc.
2140 West Charleston, Suite B Las Vegas, Nevada 89102
Attn: Kent G. Wyatt, Sr. Pres. and CEO Phone: 702-388-8800
Promo hereby grants ASNI the right of first refusal to produce all
audio, videos and C.D.'s for books published by Promo during the term of
this agreement.
The parties agree that their rights may not be assigned in whole or
in part without the prior written consent of the other and any attempted
assignment of any rights, duties or obligations hereunder without the
consent of the other shall be void.
Failure on any occasion by either party to enforce any terms of this
Agreement shall not prevent enforcement on any other occasion.
If suit is commenced to enforce the performance of a party hereto, both
Promo and ASNI now and forever agree, the prevailing party shall be paid
reasonable attorneys' fees and expenses by the other party.
This contract shall be governed in all respects by the laws of the State
of Nevada, U.S.A., excluding any choice of law principles that would cause
the application of the laws of any other jurisdiction.
Entire Agreement: This Agreement constitutes the entire understanding
and agreement of the parties hereto regarding the subject matter hereof.
This Agreement may not be changed or amended unless done so by a written
instrument executed by both parties.
It is agreed that the signature approval and acceptance of this
agreement by fax shall be acceptable by each of the parties involved.Both
parties agree to provide the other an original signed hard copy within 10
days.
It is agreed that the signature approval and acceptance of this
agreement by fax shall be acceptable by each of the parties involved. Both
parties agree to provide the other an original signed hard copy. IN WITNESS
WHEREOF, the parties have executed this "Agreement" as of February 17, 1999.
Atlantic Syndication Network, Inc. Promotion Publishing
Company
ASNI Promo
/s/ Kent G. Wyatt, Sr. /s/ John Perkins
- ---------------- -------------------
Kent G. Wyatt, Sr. John Perkins
President & CEO President
<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 24 313,980,400
----------
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>
<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> 180,529
<DEPRECIATION> 157,155
<TOTAL-ASSETS> 458,217
<CURRENT-LIABILITIES> 222,657
<BONDS> 80,458
0
0
<COMMON> 13,667
<OTHER-SE> 141,435
<TOTAL-LIABILITY-AND-EQUITY> 458,217
<SALES> 127,200
<TOTAL-REVENUES> 127,200
<CGS> 0
<TOTAL-COSTS> 50,386
<OTHER-EXPENSES> 63,915
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,970
<INCOME-PRETAX> (10,071)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,071)
<DISCONTINUED> 9,900
<EXTRAORDINARY> (620)
<CHANGES> 0
<NET-INCOME> (791)
<EPS-BASIC> .000
<EPS-DILUTED> .000
</TABLE>
