U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Quarterly Period Ended October 31, 1999
Commission file number 000-27053
---------
ANSEL PROJECT, INC.
-------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1493151
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7899 West Frost Drive, Littleton, Colorado 80128
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
303-979-3224
------------
(Issuer's telephone number)
Not applicable
--------------
(Former name, former address and former fiscal year, if changed since last
report)
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 ____
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of October 31, 1999, 1,230,000 shares of common stock, no par value,
were outstanding.
INDEX
Page
----
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements*
Condensed balance sheet - October 31, 1999 (Unaudited). . .3
Condensed statement of operations - Three months ended
October 31, 1999 and 1998, Six months ended October 31,
1999 and 1998, and April 9, 1998 (inception)
through October 31, 1999 (Unaudited). . . . . . . . . . .4
Condensed statements of cash flows - Six months ended
October 31, 1999 and 1998, and April 9, 1998 (inception)
through October 31, 1999 (Unaudited). . . . . . . . . . .5
Notes to condensed financial statements (Unaudited) . . . .6
Item 2. Plan of operation. . . . . . . . . . . . . . . . .8
PART II--OTHER INFORMATION . . . . . . . . . . . . . . . . . . .8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures. . . . . . . . . . . . . . . . . . . . . . . . .9
*The accompanying financial statements are not covered by an Independent
Certified Public Accountant's report.
ANSEL PROJECT, INC.
-------------------
A Development Stage Company
---------------------------
Condensed Balance Sheet
October 31, 1999
(unaudited)
ASSETS
ASSETS
Cash $ 556
Accounts receivable, related party (Note B) $ 90
------------
TOTAL ASSETS 646
------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable $ 500
Accounts payable and accrued liabilities, related party
(Note B) $ 644
------------
TOTAL LIABILITIES 1,144
SHAREHOLDERS' DEFICIT
Common stock 2,673
Additional paid-in capital -
Deficit Accumulated during the development stage (3,171)
------------
TOTAL SHAREHOLDERS' DEFICIT $ (498)
------------
$ 646
------------
<TABLE>
ANSEL PROJECT, INC.
-------------------
A Development Stage Company
---------------------------
Condensed Statement of Operations
(Unaudited)
<CAPTION>
April 9, 1998
(inception)
Three Months Ended Six Months Ended through
October 31, October 31, October 31,
______________ ______________ ______________ ______________ ______________
1999 1998 1999 1998 1999
______________ ______________ ______________ ______________ ______________
<S> <C> <C> <C> <C> <C>
Interest Income 90 - 90 - 90
Cost and expenses 521 - 531 1,500 2,531
Cost and expenses, related party (Note B) 150 39 373 22 730
-------------- -------------- -------------- -------------- --------------
Net Loss Before Taxes (581) (39) (814) (1,522) (3,171)
Income taxes - - - - -
-------------- -------------- -------------- -------------- --------------
Net (loss) (581) (39) (814) $ (1,522) $ (3,171)
============== ============== ============== ============== ==============
Basic (loss) per share * * * * *
Weighted average shares outstanding 1,230,000 1,230,000 1,230,000 1,230,000 1,230,000
============== ============== ============== ============== ==============
</TABLE>
* Less than $.01 per share
ANSEL PROJECT, INC.
-------------------
A Development Stage Company
---------------------------
Condensed Statements of Cash Flows
(Unaudited)
April 9, 1998
(inception)
Six Months Ended through
October 31, October 31,
1999 1998 1999
-------------- -------------- --------------
(unaudited) (unaudited)
NET CASH (USED IN) $ (1,528) $ - $ (1,528)
OPERATING ACTIVITIES
NET CASH PROVIDED BY - - -
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Sale of common stock - 2,300 2,300
Offering costs incurred - (216) (216)
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 2,084 2,084
-------------- -------------- --------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (1,528) 2,084 556
Cash and cash equivalents,
beginning of period 2,084 - -
-------------- -------------- --------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 556 $ 2,084 $ 556
============== ============== ==============
ANSEL PROJECT, INC.
-------------------
A Development Stage Company
---------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
October 31, 1999
Note A: Basis of Presentation
---------------------
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
for the year ended April 30, 1999 as filed in its Form 10-SB filed August 16,
1999 and should be read in conjunction with the notes thereto. The Company
entered the development stage in accordance with Statement of Financial
Accounting Standard ("SFAS") No. 7 on April 9, 1998 and its purpose is to
evaluate, structure and complete a merger with, or acquisition of, a privately
owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the year.
Interim financial data presented herein are unaudited. The unaudited interim
financial information presented herein has been prepared by the Company in
accordance with the policies in its audited financial statements for the year
ended April 30, 1999 and should be read in conjunction with the notes thereto.
Note B: Related Party Transactions
--------------------------
The Company issued Corporate Management Services (the "affiliate") 1,000,000
shares of common stock in exchange for services related to management and
organization costs of $500. The affiliate provides administrative and
marketing services as needed. The affiliate may, from time to time, advance
to the Company any additional funds that the Company needs for operating
capital and for costs in connection with searching for or completing an
acquisition or merger.
On behalf of the Company, the affiliate sold 230,000 shares of the Company's
common stock in a private placement for $2,300. The private placement, which
closed in July 1998, also included the offering of common shares in nineteen
other corporations. The costs related to the offering and certain legal fees
and general and administrative fees were allocated to each of the twenty
companies participating in the offering. The Company's pro rata one twentieth
share of the costs and expenses were deducted from the gross proceeds from the
sale of the Company's common shares.
The gross proceeds of $2,300 were transferred to the Company net of offering
costs of $127, certain general and administrative costs incurred by the
affiliate of $89, resulting in a cash balance of $2,084 at July 31, 1998.
During the six months ended October 31, 1999, the Company paid accounting fees
of $1,500 and bank fees of $21, resulting in a cash balance of $556 at October
31, 1999.
During the six months ended October 31, 1999 the affiliate incurred general
and administrative costs on behalf of the Company of $11 and organization
costs of $10.
At April 30, 1999 the Company owed the affiliate of $101 for certain legal
expenses paid by the affiliate on behalf of the Company. During the six months
ended October 31, 1999 the affiliate paid an additional $543 in legal expenses
on behalf of the Company, which resulted in a net due to the affiliate at
October 30, 1999 of $644.
Note C: Income Taxes
------------
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the three periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $0 income taxes.
Note D: Subsequent Events
-----------------
On November 5, 1999, USA Radio.com, Inc., a Texas corporation, acquired
850,000 of the 1,230,000 issued and outstanding shares of Ansel Project,
Inc.'s common stock, pursuant to an Agreement for the Purchase of Common Stock
by and between USA Radio.com, Inc. and Corporate Management Services, Inc.
USA Radio.com, Inc. paid to Corporate Management Services, Inc. the sum of one
hundred eighty five thousand dollars ($185,000.00) for the common shares. The
850,000 common shares represents 69.1% of the total issued and outstanding
shares of Ansel Project, Inc. The source of the funds was the working capital
of USA Radio.com, Inc.
According to the Agreement for the Purchase of Common Stock, each share of USA
Radio.com, Inc. was exchanged for 4.2368 shares of Ansel Project, Inc.
Further, George G. Andrews, Ansel Project's President and Director, has agreed
to resign as President and Director, and to appoint Marlin Maddoux as
President and Director, and Mark Maddoux as Secretary and Director.
Part I--Item 2. Plan of Operation
On November 5, 1999, USA Radio.com, Inc., a Texas corporation, acquired
850,000 of the 1,230,000 issued and outstanding shares of Ansel Project,
Inc.'s common stock, pursuant to an Agreement for the Purchase of Common Stock
by and between USA Radio.com, Inc. and Corporate Management Services, Inc.
USA Radio.com, Inc. paid to Corporate Management Services, Inc. the sum of one
hundred eighty five thousand dollars ($185,000.00) for the common shares. The
850,000 common shares represents 69.1% of the total issued and outstanding
shares of Ansel Project, Inc. The source of the funds was the working capital
of USA Radio.com, Inc.
According to the Agreement for the Purchase of Common Stock, each share of USA
Radio.com, Inc. was exchanged for 4.2368 shares of Ansel Project, Inc.
Further, George G. Andrews, Ansel Project's President and Director, has agreed
to resign as President and Director, and to appoint Marlin Maddoux as
President and Director, and Mark Maddoux as Secretary and Director.
Part II--Other Information
Items 1 through 5
No response required.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Ansel Project, Inc.
Date: March 15, 2000 By:/s/ George G. Andrews
George G. Andrews, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> AUG-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 556
<SECURITIES> 0
<RECEIVABLES> 90
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 646
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 646
<CURRENT-LIABILITIES> 1,144
<BONDS> 0
0
0
<COMMON> 2,673
<OTHER-SE> (3,171)
<TOTAL-LIABILITY-AND-EQUITY> 646
<SALES> 0
<TOTAL-REVENUES> 90
<CGS> 0
<TOTAL-COSTS> 1,898
<OTHER-EXPENSES> 671
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (581)
<INCOME-TAX> 0
<INCOME-CONTINUING> (581)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (581)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Less than .01 per share.
</FN>
</TABLE>
