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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-27053
USARadio.com, Inc.
(formerly known as Ansel Project, Inc.)
(Name of small business issuer in its charter)
Colorado 84-1493151
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2290 Springlake Road, Suite 107,
Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 972.484.3900
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Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
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Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were
$3,692,244.
The issuer's common stock is not listed on any exchange or
automated quotation system, nor is the issuer aware of any
private transaction occurring in its shares of common stock
during the preceding sixty (60) days. Accordingly, the issuer is
unable to indicate a market value of common equity held by non-
affiliates as of a specified date within such period.
At March 20, 2000, 13,516,720 shares of common stock were
outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
None. This Form 10-KSB/A is being filed for the sole purpose of
incorporating certain information required by Part III.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Your Board of Directors
Below are the names and ages of the directors of
USARadio.com, the years they became directors, their principal
occupations or employment for at least the past five years and
certain of their other directorships, if any.
* Robert Marlin Maddoux Age 67, a director since December
1999.
Mr. Maddoux has been the Chief
Executive Officer and President of
USARadio.com, or a predecessor
entity, since 1985 and, during such
time, has been responsible for
substantially all of our day-to-day
affairs. Mr. Maddoux has hosted our
most popular radio program, Point of
View, since 1972. He also has served
as President and member of the board
of trustees of International
Christian Media, Inc., a non-profit
organization, since 1974. Mr. Maddoux
attended Southwestern Bible College
from 1951 to 1955 and Dallas Baptist
University from 1967 to 1968.
* Mark R. Maddoux Age 43, a director since December 1999.
Mark Maddoux has been employed by
USARadio.com, or a predecessor entity
since December 1985 and has served as
our Vice President, Corporate
Secretary and Chief Financial Officer
since December 1999. Mr Maddoux is
also the Chief Financial Officer of
International Christian Media.
Mr. Maddoux received a Bachelors of
Science from Texas A&M University in
1979. Mr. Maddoux also serves as a
director of the Alliance Defense
Fund. Mr. Maddoux is the son of
Marlin Maddoux.
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Executive Officers
Below are the names and ages of the executive officers of
USARadio.com as of March 31, 2000 and a brief description of
their prior experience and qualifications.
* Robert Marlin Maddoux Age 67, a director since December
1999.
Mr. Maddoux is also our Chief
Executive Officer and President. See
the biography of Mr. Maddoux on page
1 under "Your Board of Directors."
* Mark R. Maddoux Age 43, a director since December 1999.
Mr. Maddoux is also our Vice
President, Corporate Secretary and
Chief Financial Officer. See the
biography of Mr. Maddoux on page 1
under "Your Board of Directors."
* Thomas R. Tradup Age 48, Vice President and General
Manager since June 1998.
As General Manager for USARadio.com,
Mr. Tradup has oversight
responsibility for programming,
operations, sales and long-range
planning. From June 1996 to June
1998, Mr. Tradup served as our
Director of Talk Programming where he
was responsible for successfully
launching the company's second
satellite channel used for offering
mainstream radio programming for the
general radio market. Mr. Tradup has
been in the radio industry since 1973
and, prior to joining us, held
programming and management positions
with numerous radio stations
including KCMO-AM (Kansas City), WMCA-
AM (New York), WASH-FM (Washington
D.C.), KRLD-AM (Dallas) and WLS-AM
(Chicago).
Key Management Employees
Below are the names and ages of certain key management
employees of USARadio.com as of March 31, 2000 and a brief
description of their prior experience and qualifications.
* Jeffery C. Dorf Age 51, National Marketing and Sales
Director since March 1998.
As National Marketing and Sales
Director for USARadio.com, Mr. Dorf
manages a team of three national
Sales Executives who are responsible
for
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soliciting and managing national
advertising accounts. Mr. Dorf is
also responsible for the management
of USARadio.com's Trafficking
Department, which in turn is
responsible for the scheduling of all
commercial inventories. Prior to
joining us, Mr. Dorf served as
General Manager of Prime Sports Radio
Network and has held sales and
management positions with companies
such as radio station WBPS (Boston)
and Bruce Marr & Associates. Mr. Dorf
holds a Bachelors degree in Business
Administration from the University of
Miami.
* Robert E. Morris II Age 53, News Director since January
2000.
As News Director, Mr. Morrison is
responsible for all news gathering
and news delivery operations.
Mr. Morrison manages a news staff of
approximately 15 news anchors and
producers. Mr. Morrison has been a
broadcast journalist for almost 33
years and has served in management at
numerous radio stations such as WFAA-
AM (Dallas), KRLD-AM (Dallas) and ABC
Radio Network (New York), RKO Radio
Network (Los Angeles). Mr. Morrison
also holds many coveted awards from
broadcast organizations such as Texas
Associated Press Broadcasters, United
Press International (UPI) and Radio-
Television News Directors
Association.
Section 16(a) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive
officers and persons holding more than 10% of our common stock
must report their initial ownership of the common stock, and any
changes in that ownership, to the SEC. The SEC has designated
specific due dates for these reports. Based solely on our review
of copies of the reports filed with the SEC and written
representations of our directors and executive offers, we believe
that all persons subject to reporting filed the required reports
on time in 1999, other than Thomas R. Tradup, our Vice President
and General Manager, and Mark R. Maddoux, our Vice President,
Chief Financial Officer and corporate secretary, each of whom
filed his Form 3 late. Consistent with the table above, neither
Mr. Tradup, nor Mr. Mark Maddoux, reported any shares of our
common stock as beneficially owned on their respective Forms 3.
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Executives
Summary compensation. The following table provides summary
information concerning compensation paid by us to our named
executive officers, which are our Chief Executive Officer and
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our other executive officer who earned more than $100,000 in
salary and bonus for all services rendered in all capacities
during the fiscal year ended December 31, 1999. We may refer to
these officers as our named executive officers in other parts of
this Information Statement. For a list of our current executive
officers, see "--Executive Officers."
Annual Compensation
Other Annual
Name and Position Salary Bonus Compensation
Robert Marlin Maddoux,
Chief Executive Officer and
President................... $33,000 --- $8,302
Thomas R. Tradup,
Vice President and General
Manager................. $180,000 --- ---
The "Other Annual Compensation" for Mr. Robert Marlin
Maddoux represents a car allowance provided to him by the
company. Mr. Dorf, one of our key management employees, received
a salary of approximately $160,000 (including commissions) during
1999.
Stock options granted in the year ended December 31, 1999.
No stock options were granted to the named executive officers
during the year ended December 31, 1999.
Year-end option values. Neither of the named executive
officers exercised any stock options during the year ended
December 31, 1999 and neither of these individuals held any
options as of that date.
Compensation of Directors
We do not provide cash compensation to our directors but do
reimburse our directors for reasonable out-of-pocket expenses
incurred in connection therewith. We intend to issue stock
options to our directors in the future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information with respect to
the beneficial ownership of our common stock at March 31, 2000,
by:
* each of our directors;
* each of our named executive officers;
* all of our executive officers and directors as a group; and
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* each person, or group of affiliated persons, known to us
to own beneficially more than 5% of our common stock.
Unless otherwise noted in the footnotes to the table and
subject to community property laws where applicable, the
following individuals have sole voting and investment control
with respect to the shares beneficially owned by them. The
address of each person and entity below is c/o USARadio.com,
Inc., 2290 Springdale Road, Suite 107, Dallas, Texas 75234. We
have calculated the percentages of shares beneficially owned
based on 13,516,720 shares of common stock outstanding at
March 31, 2000.
Shares beneficially owned
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Person or group Number Percent
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Directors and Named Executive
Officers:
Robert Marlin Maddoux(1)(2)........ 13,136,720 97.2%
Mark R. Maddoux 0 0.0
Thomas R. Tradup................... 0 0.0
All executive officers and
directors as a group (3 persons)... 13,136,720 97.2
Beneficial Owners of 5% or More of
Our Outstanding Common Stock:
U.S.A. Radio Network Trust (2).... 13,136,720 97.2
(1) Represents shares of common stock held by the U.S.A. Radio
Network Trust.
(2) Mr. Maddoux is the sole trustee of the U.S.A. Radio Network
Trust and he, his wife and their lineal descendants
(specifically, Mark R. Maddoux, J. David Maddoux, Timothy F.
Maddoux and Marla Renee Maddoux Kelley) are the
beneficiaries thereof.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Loans from Marlin Maddoux
We have had a history of losses and negative cash flow.
Therefore, although we have financed our operations principally
from operations, we have had the need to supplement these funds
with bank debt and stockholder loans. Marlin Maddoux, our Chief
Executive Officer and President, has guaranteed a portion of our
bank debt, although he has not received a guarantee fee to do so.
Further, Mr. Maddoux has been the primary source for stockholder
loans to the company. As of December 31, 1999, we owed
Mr. Maddoux a total of $152,934 of which $76,877 is due September
2004 and bears interest at 10% per annum and the remaining
$76,057 is due June 2001 and bears interest at 12% per annum. No
assurances can be made that Mr. Maddoux will continue to provide
credit enhancements and/or stockholder loans to us in the future.
In addition to the loans referenced above, Marlin Maddoux loaned
the U.S.A. Radio Network Trust the funds necessary to acquire the
shares of our stock on November 5, 1999.
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"Familial Relationships"
We employ other persons related to Marlin Maddoux, our Chief
Executive Officer and President, and Mark Maddoux, our Vice
President, Corporate Secretary and Chief Financial Officer.
Specifically, Tim Maddoux, a Vice President and our Assistant
General Manager and J. David Maddoux, our Director of Information
Systems, are the sons of Marlin Maddoux and the brothers of Mark
Maddoux. These individuals received annual compensation of
approximately $92,000 and $80,000, respectively, during 1999.
International Christian Media
We sell satellite time and syndication services to
International Christian Media ("ICM"), a not-for-profit
organization that produces our program Point of View. Mr. Marlin
Maddoux, our Chief Executive Officer and President, is the
President of ICM and also serves on its board of trustees.
Mr. Mark Maddoux, our Vice President, Corporate Secretary and
Chief Financial Officer, is the Chief Financial Officer of ICM.
Neither Mr. Marlin Maddoux, nor Mr. Mark Maddoux, believe that
their responsibilities with ICM interfere in any way with their
responsibilities to the company. From time to time, we and ICM
incur expenses on behalf of the other which are subsequently
reimbursed by the appropriate party. Further, we sublease
approximately 12,200 square feet of our executive offices to ICM
for their operations at a rate equal to or in excess of the rate
paid by us for such space. During the year ended December 31,
1999, ICM incurred approximately $234,000 in fees with us,
representing approximately 6.0% of our total revenues for the
year. Of this amount, approximately $150,000 was more than 90
days past due at December 31, 1999. We have agreed with ICM that
we will begin to charge a "carrying fee" of 1% per month
commencing March 1, 2000 on all amounts more than 90 days past
due.
We expect to continue to provide services to ICM in the
future.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on April 28, 2000.
USARadio.com, Inc.,
a Colorado corporation
By: /s/ MARLIN MADDOUX
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Marlin Maddoux
Chief Executive Officer and
President
In accordance with the Exchange Act, this report has been
signed on the 28th day of April, 2000, below by the following
persons on behalf of the registrant and in the capacities
indicated.
Signature Title
/s/ MARLIN MADDOUX Chief Executive Officer,
------------------------ President and Director
Marlin Maddoux (Principal Executive Officer)
/s/ MARK MADDOUX Vice President, Chief Financial
------------------------ Officer and Director
Mark Maddoux (Principal Financial and
Accounting Officer)
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