SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USARadio.com, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
Not Yet Issued
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(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 1999
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
Reporting Person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
(1) Name of Reporting Person U.S.A. Radio Network Trust
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) AF
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas, USA
Number of Shares (7) Sole Voting 13,136,720
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 13,136,720
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 13,136,720
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 97.2%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) OO
<PAGE>
(1) Name of Reporting Person Robert Marlin Maddoux
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) PF
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization USA
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 13,136,720
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 13,136,720
Power
(11) Aggregate Amount Beneficially Owned 13,136,720
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 97.2%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) IN
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
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Filed Pursuant to Rule 13d-2
The response to each of the Items set forth below is hereby
amended and restated in their entirety to read as follows:
ITEM 1. Security and Issuer.
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This Statement on Schedule 13D ("Statement") relates to the
common stock, no par value (the "Common Stock"), of USARadio.com,
Inc., a Colorado corporation formerly known as Ansel Project,
Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 2290 Springlake Road, Suite 107, Dallas,
Texas 75234. This Statement amends and restates in its entirety
the Statement on Schedule 13D originally filed by certain of the
"Reporting Persons" (as defined herein) on November 12, 1999.
ITEM 2. Identity and Background.
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(a) Pursuant to Rule 13d-1(k)(1)
of Regulation 13D of the general rules and
regulations promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"),
this Statement is hereby filed jointly by
U.S.A. Radio Network Trust (the "Trust") and
Robert Marlin Maddoux, who is the sole
trustee of the Trust (the Trust and Robert
Marlin Maddoux are sometimes collectively
referred to herein as the "Reporting
Persons").
The original Statement was
filed by the Trust, Robert Marlin Maddoux,
Mary Grace Maddoux and USARadio.com, Inc., a
Texas corporation ("USARadio-Texas") which
was (as of the filing of the original
Statement) wholly owned by the Trust. The
original Statement erroneously reported that
USARadio-Texas acquired the securities of the
Issuer, then known as Ansel Project, Inc.,
pursuant to a certain "Agreement for the
Purchase of Common Stock," dated November 5,
1999 by and among Corporate Management
Services, Inc., the Issuer, and USARadio-
Texas (the "Stock Purchase Agreement") and
that Mary Grace Maddoux, one of the
beneficiaries of the Trust, shared voting
power and investment power with respect to
the securities of the Issuer held by the
Trust. In actuality, the Trust, not USARadio-
Texas, was a party to the Stock Purchase
Agreement, and Mary Grace Maddoux, a
beneficiary of the Trust, does not share
voting power or investment power with respect
to securities of the Issuer held by the
Trust. On December 21, 1999 USARadio-Texas
merged with and into the Issuer (the
"Merger"), with the result that the Issuer
survived the Merger and changed its name to
"USARadio.com, Inc".
This Amendment No. 1 to
Schedule 13D is being filed to correct the
erroneous inclusion of USARadio-Texas and
Mary Grace Maddoux. The Reporting Persons
have included as Appendix A their agreement
in writing that this Statement is filed on
behalf of each of them.
(b) and (c) REPORTING PERSONS
The business addresses of each Reporting
Person is
The Trust
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Principal Business Address: 2290
Springlake Road, Suite 107, Dallas, Texas,
75234.
Principal Business: Private Trust
Place of Organization: Texas, USA
Robert Marlin Maddoux
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Principal Business Address: 2290
Springlake Road, Suite 107, Dallas, Texas,
75234.
Principal Occupation: President and
Director of the Issuer.
Place of Citizenship: USA
(d) and (e) During the last five (5)
years, no Reporting Person has been convicted
in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and no
Reporting Person was a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction such that, as
a result of such proceeding, any Reporting
Person was or is subject to a judgment,
decree of final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Robert Marlin Maddoux is a
citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
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The Trust acquired 850,000 shares of the Issuer's
Common Stock (the "Purchased Shares") pursuant to the
terms of the Stock Purchase Agreement. The purchase
price for the Purchased Shares was $185,000. The Trust
borrowed the funds used to purchase the Purchased
Shares from Robert Marlin Maddoux. This debt is
reflected by a Demand Note, a copy of which is attached
as Exhibit 1, due upon demand
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<PAGE>
which bears interest at 9.0% per annum. This debt
is unsecured. As a result of the Merger, the shares of
stock the Trust held in USARadio-Texas were converted
into 12,286,720 shares of the Issuer's Common Stock
(the "Merger Shares"). The Trust's ownership of the
Purchased Shares together with the Merger Shares
results in the Trust owning approximately 97.2% of the
Issuer's Common Stock.
ITEM 4. Purpose of Transaction.
----------------------
The Reporting Persons' purpose in acquiring the
Purchased Shares and the Merger Shares was to acquire a
controlling interest in the Issuer's voting securities.
The Reporting Persons may, at some future time,
purchase additional shares of the Issuer's Common
Stock, and the amount, method, and timing of any such
purchases or acquisition, will depend on the Reporting
Persons' continuing assessment of pertinent factors
including, among other things, the following: the
availability of shares of the Issuer's Common Stock for
purchase or acquisition at particular price levels or
upon particular terms; the business and prospects of
the Reporting Persons and the Issuer; other business
and investment opportunities available to the Reporting
Persons; economic conditions; stock market conditions;
the actions of other shareholders of the Issuer; the
availability and nature of opportunities to dispose of
the Issuer's Common Stock; and other plans and
requirements of the Reporting Persons. Depending on
the assessment of the factors noted above, the
Reporting Persons may also, at some future time,
dispose of shares of the Issuer's Common Stock that
they own.
ITEM 5. Interest in Securities of the Issuer.
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(a) The Trust beneficially owns 13,136,720
shares of the Issuer's Common Stock, which
represents approximately 97.2% of the issued and
outstanding shares of the Issuer's Common Stock.
Robert Marlin Maddoux is the sole trustee of the
Trust.
(b) The Trust, through Robert Marlin Maddoux, the sole
trustee, has the sole power to vote or to direct
the vote and to dispose or to direct the
disposition of the Purchased Shares and the Merger
Shares.
(c) There have been no transactions in the
Issuer's Common Stock other than the transactions
reported in this Statement.
(d) Not applicable.
(e) Not applicable.
<PAGE>
ITEM 6. Contracts, Arrangements, or Understandings or
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Relationships with Respect to Securities of the Issuer.
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The Trust borrowed the funds it used to purchase
the Purchased Shares from Robert Marlin Maddoux. This
debt is reflected by a Demand Note, a copy of which is
attached hereto as Exhibit 1, due upon demand which
bears interest at the rate of 9.0% per annum. This debt
is unsecured.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1 Demand Note dated November 1, 1999 made by U.S.A. Radio
Network Trust in favor of Robert Marlin Maddoux.
Exhibit 2 Joint Filing Agreement, dated June 12, 2000 between the
Trust and Robert Marlin Maddoux.
(Signature Page Follows)
<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: June 12, 2000
/s/ ROBERT MARLIN MADDOUX
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Robert Marlin Maddoux
U.S.A. RADIO NETWORK TRUST
By:/s/ Robert Marlin Maddoux
---------------------------------
Robert Marlin Maddoux, as trustee
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Exhibit 1 Demand Note dated November 1,
1999 made by U.S.A. Radio Network Trust in
favor of Robert Marlin Maddoux.
Exhibit 2 Joint Filing Agreement, dated
June 12, 2000 between U.S.A. Radio Network
Trust and Robert Marlin Maddoux.
